Exhibit 2.1

Execution Version

BUSINESS COMBINATION AGREEMENT

BY AND AMONG

M3-BRIGADE ACQUISITION V CORP.,

RESERVEONE, INC.

RESERVEONE HOLDINGS, INC.,

R1 SPAC MERGER SUB, INC.

AND

R1 COMPANY MERGER SUB, INC.

DATED AS OF JULY 7, 2025

TABLE OF CONTENTS

This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 7, 2025, is made by and among (i) M3-Brigade Acquisition V Corp., a Cayman Islands exempted company incorporated with limited liability (“M3”), (ii) ReserveOne, Inc., a Delaware corporation (the “Company”), (iii) ReserveOne Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Pubco”), (iv) R1 SPAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“SPAC Merger Sub”), and (v) R1 Company Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“Company Merger Sub” and together with SPAC Merger Sub, the “Merger Subs”). M3, the Company, Pubco and the Merger Subs shall each be referred to herein from time to time as a “Party” and collectively as, the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.

WHEREAS, M3 is a blank check company incorporated as a Cayman Islands exempted company on March 12, 2024, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

WHEREAS, the Company directly owns 100% of the issued and outstanding Equity Securities (as defined below) of Pubco;

WHEREAS, Pubco owns 100% of the issued and outstanding Equity Securities of each of the Merger Subs, each of which was formed for the sole purpose of consummating the Mergers (as defined below);

WHEREAS, pursuant to the Governing Documents (as defined below) of M3, M3 is required to provide an opportunity for its shareholders to have their issued and outstanding M3 Class A Ordinary Shares (as defined below) redeemed on the terms and subject to the conditions set forth therein in connection with obtaining the M3 Shareholder Approval (as defined below);

WHEREAS, concurrently with the execution of this Agreement, MI7 Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), M3, Pubco, the Company and the other parties thereto entered into the sponsor support agreement, substantially in the form attached hereto as Exhibit A (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor has agreed to (i) vote in favor of all of the Transaction Proposals (as defined below), (ii) acknowledge and agree that all Pubco Shares it shall receive at Closing shall be subject to restrictions on transfer to the same extent as its M3 Class B Ordinary Shares are currently subject pursuant to the IPO Letter Agreement which was assigned to and assumed by the Sponsor pursuant to the Letter Agreement Assignment, and (iii) waive anti-dilution protections with respect to all M3 Class B Ordinary Shares and M3 Class B Common Shares held by the Sponsor as provided for in the M3 Governing Documents (including Section 17.3 of M3’s amended and restated memorandum and articles of association) except to the extent described in Exhibit G attached hereto (with a portion of the equity issued in respect of such anti-dilution protection subject to forfeiture as set forth in Section 2.6), each on the terms and subject to the conditions set forth in the Sponsor Support Agreement;

WHEREAS, on the Closing Date (as defined below) prior to the time at which the SPAC Merger Effective Time occurs, M3 shall be de-registered in the Cayman Islands and registered by way of continuation in Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and Part XII of the Cayman Islands Companies Act (As Revised) (the “Cayman Islands Act”) (the “Domestication”), on the terms and subject to the conditions set forth in this Agreement; WHEREAS, M3 intends for U.S. federal income Tax (as defined below) purposes that (a) the Plan of Domestication (as defined below) shall constitute a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) with respect to the Domestication and (b) the Domestication be treated as a transaction that qualifies as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (the “Domestication Intended Tax Treatment”);

WHEREAS, on the Closing Date, following the Domestication, (a) the Company, as the sole shareholder of Pubco, shall take all actions necessary, proper and convenient to cause Pubco to amend and restate its Governing Documents, (b) SPAC Merger Sub will merge with and into M3 (the “SPAC Merger”), with M3 as the surviving company in the SPAC Merger and, as a result of the SPAC Merger, M3 will become a wholly owned Subsidiary of Pubco with security holders of M3 receiving securities of Pubco with terms governed by the Amended Pubco Certificate of Incorporation (as defined below) and (c) Company Merger Sub will merge with and into the Company (the “Company Merger” and together with the SPAC Merger, the “Mergers”), with the Company as the surviving company in the Company Merger and, as a result of the Company Merger, the Company will become a wholly owned Subsidiary (as defined below) of Pubco and each Company Common Share will be automatically converted as of the Company Merger Effective Time into the right to receive securities of Pubco with terms governed by the Amended Pubco Certificate of Incorporation;

WHEREAS, at the Closing, the Sponsor and certain other Persons (as defined below) will enter into an amended and restated registration rights agreement, substantially in the form attached hereto as Exhibit B (the “Registration Rights Agreement”), pursuant to which, among other things, the investors party thereto will be granted certain registration rights with respect to their respective Pubco Shares (as defined below), on the terms and subject to the conditions therein;

WHEREAS, at the Closing, an Affiliate of the Sponsor and Pubco will enter into a administrative services agreement in a form agreed to by such Affiliate of the Sponsor and Pubco consistent with the term sheet attached hereto as Exhibit H (the “Administrative Services Agreement”), pursuant to which, among other things, such Affiliate of the Sponsor will provide certain back-office and administrative services to Pubco following the Mergers for certain cost reimbursement and an annual fee to be set and adjusted as set forth in Administrative Services Agreement;

WHEREAS, the board of directors of M3 (the “M3 Board”), acting upon the recommendation of a special committee of independent and disinterested directors previously appointed by the M3 Board, has (a) determined that the Mergers are fair, advisable and in the best interests of M3 and its shareholders, (b) approved this Agreement, the Ancillary Documents (as defined below) to which M3 is or will be a party and the transactions contemplated hereby and thereby (including the Domestication and the Mergers) and (c) recommended, among other things, the approval and adoption of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby (including the Domestication and the Mergers) by the holders of M3 shares entitled to vote thereon;

WHEREAS, the boards of directors of Pubco, SPAC Merger Sub and Company Merger Sub have (a) determined that the Mergers are fair, advisable and in the best interests of their respective companies and stockholders, (b) approved this Agreement, the Ancillary Documents (as defined below) to which the respective companies are or will be a party and the transactions contemplated hereby and thereby (including the Domestication and the Mergers) and (c) recommended, among other things, the approval and adoption of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby (including the Domestication and the Mergers) by the holders of Pubco, SPAC Merger Sub and Company Merger Sub shares entitled to vote thereon; WHEREAS, the board of directors of the Company has (a) determined that the Mergers are fair, advisable and in the best interests of the Company and its stockholders, (b) approved this Agreement, the Ancillary Documents to which the Company is or will be a party and the transactions contemplated hereby and thereby (including the Company Merger) and (c) recommended, among other things, the approval and adoption of this Agreement, the Ancillary Documents to which the Company is or will be a party and the transactions contemplated hereby and thereby (including the Company Merger) by the holders of Company Common Shares (as defined below) entitled to vote thereon;

WHEREAS, on the date of this Agreement, (a) the Convertible Note Investors (as defined below) have agreed to make a private investment in Pubco at the Closing by purchasing convertible notes with an aggregate principal amount equal to the Convertible Notes Gross Proceeds (as defined below) (the “Convertible Notes PIPE”) and (b) the Equity PIPE Investors (as defined below) have agreed to make a private investment in either (i) Company Common Shares or (ii) Pubco Class A Common Shares, subject to the terms of the Equity PIPE Subscription Agreements, at the Closing by purchasing such stock in the aggregate amount equal to the Equity PIPE Gross Proceeds (as defined below) (and in connection therewith, shall receive certain warrants) (the “Equity PIPE” and, together with the Convertible Notes PIPE, the “PIPE Investments” and the Equity PIPE Gross Proceeds together with the Convertible Notes Gross Proceeds, the “PIPE Gross Proceeds”), in each case, pursuant to (i) subscription agreements substantially in the form set forth on Exhibit D for the Convertible Notes PIPE (the “Convertible Notes Subscription Agreements”) and (ii) subscription agreements substantially in the form set forth on Exhibit E for the Equity PIPE (the “Equity PIPE Subscription Agreements” and, together with the Convertible Notes Subscription Agreements, the “PIPE Subscription Agreements”); and

WHEREAS, each of the Parties intends for U.S. federal income tax purposes that the Equity PIPE, in the case that the Equity PIPE Investors (as defined below) make a private investment in Pubco Class A Common Shares, and the Mergers shall, collectively, constitute an exchange governed by the provisions of Section 351 of the Code with respect to the receipt of Pubco Class A Common Shares; provided , however, that in the case that the Equity PIPE Investors (as defined below) make a private investment in common stock of the Company, such transaction and the Mergers shall, separately, each constitute an exchange governed by the provisions of Section 351 of the Code with respect to the receipt of the Company Common Shares and the Pubco Class A Common Shares (the “Equity PIPE-Mergers Intended Tax Treatment” and together with the Domestication Intended Tax Treatment, the “Intended Tax Treatment”).

NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

ARTICLE 1 DEFINITIONS

Section 1.1 Certain Definitions. For purposes of this Agreement:

“Acquisition Proposal” means any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any Person or group at any time relating to an Alternative Transaction.

“Additional M3 SEC Reports” has the meaning set forth in Section 4.7.

“Administrative Services Agreement” has the meaning set forth in the recitals to this Agreement.

“Affiliate” means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

“Aggregate Common Share Consideration” means an aggregate number of Pubco Common Shares equal in value to the Equity Value, with each such Pubco Common Share valued at $10 per share.

“Agreement” has the meaning set forth in the introductory paragraph to this Agreement.

“Allocation Schedule” has the meaning set forth in Section 2.3.

“Alternative Transaction” means (a) with respect to any Group Company, a transaction (other than the transactions contemplated by this Agreement and any Ancillary Document) concerning the sale of (i) all or any material part of the business or assets of the Group Companies or (ii) any of the Equity Securities of the Company, in either case, whether such transaction takes the form of a sale of Equity Securities or other equity interests in the Company, merger, consolidation, asset sale, amalgamation, issuance of debt securities, management Contract, joint venture or partnership, or otherwise and (b) with respect to M3, a transaction (other than the transactions contemplated by this Agreement and the Ancillary Documents) concerning a Business Combination involving M3.

“Amended Pubco Certificate of Incorporation” has the meaning set forth in Section 2.1(e).

“Ancillary Documents” means the Registration Rights Agreement, Sponsor Support Agreement, the Lock-Up Agreement, the PIPE Subscription Agreements, the Amended Pubco Certificate of Incorporation, the Administrative Services Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement executed or to be executed in connection with the transactions contemplated hereby.

“Anti-Corruption Laws” means, collectively, (a) the U.S. Foreign Corrupt Practices Act (FCPA), (b) the UK Bribery Act 2010 and (c) any U.S., UK Cayman or other applicable Laws related to combatting bribery, corruption, terrorism financing or money laundering.

“Balance Sheet Date” has the meaning set forth in Section 3.4a.

“Basis” has the meaning set forth in Section 5.8.

“Bitcoin” means the type of virtual currency based on an open-source cryptographic protocol existing on the Bitcoin Network.

“Business Combination Proposal” has the meaning set forth in Section 5.8.

“Business Combination” has the meaning ascribed to such term in M3’s Governing Documents.

“Business Day” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due or the deadline for any required actions, any day, except Saturday or Sunday, on which commercial banks are not required or authorized to close in New York, New York and the Cayman Islands.

“Cayman Islands Act” has the meaning set forth in the recitals to this Agreement.

“Change of Control Payment” means (a) any severance, success, change of control, retention, transaction bonus or other similar payment or amount to any Person as a result of or in connection with this Agreement or the transactions contemplated hereby (including any such payments or similar amounts that may become due and payable based upon the occurrence of one or more additional circumstances, matters or events) or (b) any payments made or required to be made pursuant to or in connection with or upon termination of, and any fees, expenses or other payments owing or that will become owing in respect of, any Company Related Party Transaction during the period beginning on the Balance Sheet Date and ending on the Closing Date.

“Change in Recommendation Notice Period” has the meaning set forth in Section 5.8.

“Change in Recommendation” has the meaning set forth in Section 5.8.

“Closing” has the meaning set forth in Section 2.2.

“Closing Date” has the meaning set forth in Section 2.2.

“Closing Filing” has the meaning set forth in Section 5.4(b).

“Closing Press Release” has the meaning set forth in Section 5.4(b).

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Company” has the meaning set forth in the introductory paragraph to this Agreement.

“Company Balance Sheet” has the meaning set forth in Section 3.4a.

“Company Certificates” has the meaning set forth in Section 2.1(d)(vii).

“Company Certificate of Merger” has the meaning set forth in Section 2.1(d)(ii).

“Company Common Shares” means shares of common stock, par value $0.0001 per share, of the Company.

“Company Data” means all databases, data compilations and other data, including retail measurements, consumer panels, product descriptors, classifications, features, and identifiers, order, sales, transactions, inventories, purchasing, preference and consumption data, market segmentation, performance and channel data, and supplier, vendor, distributor and customer lists and market research and studies, in each case that is utilized in connection with the operation of a Group Company, whether in hard copy or electronic or other format, and whether or not de-identified, aggregated, anonymized, compiled or structured.

“Company D&O Persons” has the meaning set forth in Section 5.15(a).

“Company D&O Tail Policy” has the meaning set forth in Section 5.15(c).

“Company Disclosure Schedules” means the disclosure schedules to this Agreement delivered to M3 by the Company concurrently with the execution of this Agreement.

“Company Expenses” means, as of any determination time, the aggregate amount of fees, expenses, commissions or other amounts incurred by or on behalf of, or otherwise payable by, whether or not due, any Group Company in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of any Group Company, (b) the aggregate amount of Change of Control Payments that are payable as a result of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement that when paid constitute compensation to the recipient, transaction or similar bonuses, stay bonuses, retention payments and any other similar payments (including, in each case, the employer portion of any unemployment, social security or payroll Taxes thereon, determined as if such amounts were payable at the Closing) that are created, accelerated, accrued, become payable to, or in respect of any current or former employee or other individual service provider, but excluding “double trigger” payments and any payment due as a result of an action taken on or after the Closing Date or after the consummation of the transactions contemplated by this Agreement (including the termination of any employee on the Closing Date or after the consummation of such transaction) and (c) any other fees, expenses, commissions or other amounts that are expressly allocated to any Group Company pursuant to this Agreement or any Ancillary Document, including fifty percent (50%) of the HSR Act filing fee, fifty percent (50%) of any filing fee related to the Registration Statement/Proxy Statement and fifty percent (50%) of Pubco’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement and the Ancillary Documents. Notwithstanding the foregoing or anything to the contrary herein, Company Expenses shall not include any M3 Expenses.

“Company Fundamental Representations” means the representations and warranties set forth in Section 3.1(a) and Section 3.1(b) (Organization and Qualification), Section 3.2(a) (Capitalization of the Group Companies), Section 3.3 (Authority) and Section 3.11 (Brokers).

“Company Intellectual Property” has the meaning set forth in Section 3.12(a).

“Company IT Systems” means all networks, servers, computer systems, computer hardware, storage, and other information technology systems, network equipment, in each case, owned, licensed or leased by or used in the operation of a Group Company.

“Company Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations or financial condition of the Group Companies, taken as a whole, or (b) the ability of the Company to consummate on a timely basis the transactions contemplated by this Agreement or the Ancillary Documents, including the Company Merger in accordance with the terms hereof or thereof; provided, however, with respect to clause (a), any changes, events, effects or occurrences arising after the date of this Agreement directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other, changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may, would or could have occurred a Company Material Adverse Effect: (i) general business or economic conditions in or affecting the United States, or changes therein, or the global economy generally, (ii) any national or international political or social conditions in the United States or any other country, including the engagement by the United States or any other country in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place of any military or terrorist attack, sabotage or cyberterrorism, (iii) changes in conditions of the financial, banking, capital or securities markets generally in the United States or any other country or region in the world, or changes therein, including changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any countries, (iv) changes (or proposed changes) in any Laws applicable to the Group Companies, (v) changes in the industries or markets in which any Group Company operates, (vi) the execution or public announcement of this Agreement or the pendency or consummation of the transactions contemplated by this Agreement and the Ancillary Documents, including the impact thereof on the relationships, contractual or otherwise, of any Group Company with (actually and potential) employees, customers, investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors or other third parties related thereto (provided that the exception in this clause (vi) shall not apply to the representations and warranties set forth in Section 3.5(b) to the extent that its purpose is to address the consequences resulting from the public announcement or pendency or consummation of the transactions contemplated by this Agreement and the Ancillary Documents or the condition set forth in Section 6.2(a) to the extent it relates to such representations and warranties), (vii) changes in the price or trading volume of Bitcoin or any other crypto currency (provided that the underlying cause of any such change, event, effect or occurrence in the price or trading volume may be considered in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein); (viii) changes (or proposed changes) in GAAP or other applicable accounting principles or mandatory changes in the regulatory accounting requirements applicable to any industry in which such Person and its Subsidiaries principally operate; (ix) any failure by any Group Company to meet, or changes to, any internal or published budgets, projections, forecasts, estimates or predictions (provided, that the underlying cause of any such failure or change may be taken into account to the extent not otherwise excluded from this definition pursuant to clauses (i) through (viii) or (x)); (x) any hurricane, tornado, flood, earthquake, tsunami, natural disaster, mudslides, wild fires, epidemics, pandemics or quarantines, acts of God or other natural disasters or comparable events in the United States or any other country or region in the world, or any escalation of the foregoing; provided, however, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clauses (i) through (v) and clauses (vii) through (x) may be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur to the extent such change, event, effect or occurrence has a disproportionate adverse effect on the Group Companies, taken as a whole, relative to other participants operating in the industries or markets in which the Group Companies operate.

“Company Material Contract” has the meaning set forth in Section 3.16(a).

“Company Merger” has the meaning set forth in the recitals to this Agreement.

“Company Merger Effective Time” has the meaning set forth in Section 2.1(d)(ii).

“Company Merger Sub” has the meaning set forth in the introductory paragraph to this Agreement.

“Company Merger Sub Common Stock” means the shares of common stock, par value $0.01 per share, of Company Merger Sub.

“Company Non-Party Affiliates” means, collectively, each Company Related Party and each former, current or future Affiliate, Representative, successor or permitted assign of any Company Related Party (other than, for the avoidance of doubt, the Company).

“Company Product” means all products and services (including products and services under development) that are, as of the date of this Agreement, being developed, marketed, offered, sold, licensed, provided or distributed by or on behalf of the Group Companies.

“Company Related Party” means any officer, director, employee, partner, member, manager, direct or indirect equity holder or Affiliate of any Group Company (other than, for the avoidance of doubt, any other Group Company) or any family member of the foregoing Persons.

“Company Related Party Transactions” means all Contracts, agreements, understandings in excess of $100,000 between (a) any Group Company, on the one hand, and (b) any Company Related Party, on the other hand, other than (i) Contracts with respect to a Company Related Party’s employment with (including benefit plans and other ordinary course compensation from) any of the Group Companies entered into in the ordinary course of business, (ii) Contracts with respect to a Company Shareholder’s status as a holder of Equity Securities of the Company and (iii) Contracts entered into after the date of this Agreement that are either permitted pursuant to Section 5.1(b) or entered into in accordance with Section 5.1(b).

“Company Shareholder Written Consent” has the meaning set forth in Section 5.13.

“Company Shareholders” means, collectively, the holders of Company Common Shares as of any determination time prior to the Company Merger Effective Time.

“Company Surviving Subsidiary” has the meaning set forth in Section 2.1(d)(i).

“Company Warrant” means one (1) whole warrant entitling the holder thereof to purchase one (1) Company Common Share, at a purchase price of $11.50 per share originally issued as part of the Equity PIPE.

“Confidentiality Agreement” means that certain Mutual Nondisclosure Agreement, dated as of June 17, 2025, by and between M3 and the Company.

“Consent” means any notice, authorization, declaration, expiration or termination of any applicable waiting period (including any extension thereof), qualification, registration, filing, notification, waiver, variance, registration, order, consent or approval to be obtained from, filed with or delivered to, a Governmental Entity or other Person.

“Continental” means Continental Stock Transfer & Trust Company.

“Contract” or “Contracts” means any agreement, contract, license, lease, obligation, undertaking or other commitment or arrangement that is legally binding upon a Person or any of his, her or its properties or assets.

“Convertible Notes Gross Proceeds” means $250,000,000.

“Convertible Note Investors” means those Persons who are participating in the Convertible Notes PIPE pursuant to a Convertible Notes Subscription Agreement entered into with Pubco, and, for the limited purposes stated therein, M3, as of the date of this Agreement.

“Convertible Notes PIPE” has the meaning set forth in the recitals to this Agreement.

“Convertible Notes Subscription Agreements” has the meaning set forth in the recitals to this Agreement.

“DGCL” has the meaning set forth in the recitals to this Agreement.

“Dissenting Shareholder” has the meaning set forth in Section 2.7.

“Dissenting Shares” has the meaning set forth in Section 2.7.

“Domestication” has the meaning set forth in the recitals to this Agreement.

“Domestication Intended Tax Treatment” has the meaning set forth in the recitals to this Agreement.

“Domestication Proposal” has the meaning set forth in Section 5.8.

“Employee Benefit Plan” means each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA, whether or not subject to ERISA) and each other incentive, bonus, commission, profit-sharing, stock option, stock purchase, stock ownership, other equity or equity-based compensation, employment, individual independent contractor, individual consulting, compensation (other than base salary or base wage rate), vacation or other leave, change in control, retention, transaction, supplemental retirement, severance, separation pay, health, medical, disability, life insurance, welfare, deferred compensation, fringe benefit, employee loan (but excluding loans under a qualified 401(k) plan) or other benefit or compensatory plan, program, policy, practice, scheme, Contract or other arrangement that any Group Company maintains, sponsors, contributes to or is required to contribute to, or under or with respect to which any Group Company has any Liability.

“Employee” means any employee of the Group Companies.

“Enforceability Exceptions” means subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law.

“Equity PIPE” has the meaning set forth in the recitals to this Agreement.

“Equity PIPE Gross Proceeds” means $500,000,000.

“Equity PIPE Investors” means those Persons who are participating in the Equity PIPE pursuant to an Equity PIPE Subscription Agreement entered into with Pubco, the Company and, for the limited purposes stated therein, M3, as of the date of this Agreement.

“Equity PIPE-Mergers Intended Tax Treatment” has the meaning set forth in the recitals to this Agreement.

“Equity PIPE Subscription Agreements” has the meaning set forth in the recitals to this Agreement.

“Equity Securities” means any share, share capital, capital stock, partnership, membership, joint venture or similar interest in any Person (including any stock appreciation, phantom stock, profit participation or similar rights), and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable therefor.

“Equity Value” means (a) $25,000,000, plus (b) the proceeds from the Equity PIPE, minus (c) all Indebtedness of the Group Companies as of immediately prior to the Closing, excluding, for the avoidance of doubt, proceeds from and Indebtedness attributable to the Convertible Notes PIPE.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” of any entity means each entity that is treated as a single employer with such entity for purposes of Section 4001(b)(1) of ERISA or Section 414 of the Code.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Agent” has the meaning set forth in Section 2.4(a).

“Exchange Fund” has the meaning set forth in Section 2.4(c).

“Federal Securities Laws” means the Exchange Act, the Securities Act and the other U.S. federal securities laws and the rules and regulations of the SEC promulgated thereunder or otherwise.

“Fraud” means actual and intentional fraud, with elements of scienter and reliance, under the Laws of the State of Delaware, in the making of any representations and warranties contained in this Agreement and each agreement, document, instrument or certificate contemplated by this Agreement executed or to be executed in connection with the transactions contemplated hereby and the Ancillary Documents. For the avoidance of doubt, (a) the term “Fraud” does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud, or any torts (including a claim for fraud) based on negligence or recklessness, and (b) only the Person who committed a Fraud shall be responsible for such Fraud and only to the Party alleged to have suffered from such alleged Fraud.

“GAAP” means United States generally accepted accounting principles in effect from time to time.

“Governing Documents” means the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of a U.S. corporation are its certificate or articles of incorporation and by-laws, the “Governing Documents” of a U.S. limited partnership are its limited partnership agreement and certificate of limited partnership, the “Governing Documents” of a U.S. limited liability company are its operating or limited liability company agreement and certificate of formation, and the “Governing Documents” of a Cayman Islands exempted company are its memorandum and articles of association.

“Governmental Entity” means any United States or non-United States (a) federal, state, local, provincial, municipal or other government, (b) governmental or quasi-governmental entity of any nature (including any governmental agency, governmental commission or other authority, branch, department, official, board, bureau, instrumentality or entity and any court or other tribunal) or (c) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, including any public or private arbitral body or mediator.

“Group Companies” means, collectively, the Company and its Subsidiaries.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder.

“Indebtedness” means, as of any time, without duplication, with respect to any Person, the outstanding principal amount of, accrued and unpaid interest on, fees and expenses arising under or in respect of (a) indebtedness for borrowed money, (b) other obligations evidenced by any note, bond, debenture, credit agreement or similar instrument, (c) reimbursement and other obligations with respect to letters of credit, bank guarantees, bankers’ acceptances or other similar instruments, (d) derivative, hedging, swap, foreign exchange or similar arrangements, including swaps, caps, collars, hedges or similar arrangements, (e) any outstanding severance obligations with respect to terminations that occurred or occur prior to the Closing Date and any accrued or earned bonuses or deferred compensation to the extent unpaid prior to Closing, (f) any underfunded pension Liability, unfunded deferred compensation plan obligations (including with respect to any Employee Benefit Plan intended to be qualified under Section 401(a) of the Code), outstanding severance obligations and post-retirement health or welfare benefit and (g) any of the obligations of any other Person of the type referred to in clauses (a) through (f) above directly or indirectly guaranteed by such Person or secured by any assets of such Person, whether or not such Indebtedness has been assumed by such Person. For the avoidance of doubt, Indebtedness does not include Company Expenses or M3 Expenses. Indebtedness shall include any and all amounts necessary and sufficient to retire such Indebtedness, including principal (including the current portion thereof) or scheduled payments, accrued interest or finance charges, and other fees, penalties or payments (prepayment or otherwise) necessary and sufficient to retire such indebtedness at Closing.

“Intellectual Property” means all right, title, and interest in and to the following worldwide: (a) patents and patent applications (including all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof) registered or applied for and all improvements to the inventions disclosed in each such registration, patent or patent application; (b) trademarks, service marks, trade dress, logos, domain names, social media accounts and handles, trade names and corporate names (whether or not registered), including all registrations and applications for registration of the foregoing and all goodwill associated therewith; (c) copyrights (whether or not registered) and registrations and applications for registration thereof, including all derivative works, moral rights, renewals, extensions, reversions or restorations associated with such copyrights, regardless of the medium of fixation or means of expression; (d) Software; and (e) Trade Secrets.

“Intended Tax Treatment” has the meaning set forth in the recitals to this Agreement.

“Interim Charter Proposal” has the meaning set forth in Section 5.8.

“Investment Company Act” means the Investment Company Act of 1940.

“IPO Letter Agreement” means that certain letter agreement, dated as of July 31, 2024, by and between M3-Brigade Sponsor V LLC and M3.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Law” means any federal, national, state, local, foreign, national, multi-national or supranational statute, law (including common law and, if applicable, fiduciary or similar duties), act, statute, ordinance, treaty, Order, approval, rule, code, regulation or other binding directive, decision or guidance issued, promulgated or enforced by a Governmental Entity having jurisdiction over a given matter.

“Liability” or “liability” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, known or unknown, matured or unmatured or determined or determinable, including those arising under any Law, Proceeding or Order and those arising under any Contract, agreement, arrangement, commitment or undertaking. Notwithstanding the foregoing or anything to the contrary herein, Liability shall not include any Company Expenses or M3 Expenses.

“Letter Agreement Assignment” means that certain Assignment and Assumption Agreement, dated as of May 27, 2025, by and among M3-Brigade Sponsor V LLC, the Sponsor and the acknowledging parties thereto.

“Letter of Transmittal” has the meaning set forth in Section 2.4(b).

“Lien” means any mortgage, pledge, security interest, encumbrance, lien, license or sub-license, charge, or other similar encumbrance or interest (including, in the case of any Equity Securities, any voting, transfer or similar restrictions).

“Lock-Up Agreement” has the meaning set forth in Section 5.13.

“Lookback Date” means (a) with respect to the Group Companies, May 27, 2025 and (b) with respect to M3, March 12, 2024.

“M3” means (a) prior to the consummation of the Domestication, M3-Brigade Acquisition V Corp., a Cayman Islands exempted company incorporated with limited liability, and (b) from and after the consummation of the Domestication, M3-Brigade Acquisition V Corp., as domesticated in Delaware. Any reference to M3 in this Agreement or any Ancillary Document shall be deemed to refer to clause (a) or (b), as the context so requires.

“M3 Board” has the meaning set forth in the recitals to this Agreement.

“M3 Board Recommendation” has the meaning set forth in Section 5.8.

“M3 Certificate” has the meaning set forth in Section 2.1(c)(viii).

“M3 Class A Ordinary Shares” means, prior to the Domestication, M3’s Class A ordinary shares, par value $0.0001 per share.

“M3 Class B Ordinary Shares” means, prior to the Domestication, M3’s Class B ordinary shares, par value $0.0001 per share.

“M3 Class A-1 Common Shares” means, from and after the consummation of the Domestication, shares of class A-1 common stock, par value $0.0001 per share, of M3.

“M3 Class A-2 Common Shares” means, from and after the consummation of the Domestication, shares of class A-2 common stock, par value $0.0001 per share, of M3.

“M3 Class A Common Shares” means, from and after the consummation of the Domestication, collectively, the shares of class a common stock, par value $0.0001 per share, of M3, including M3 Class A-1 Common Shares and M3 Class A-2 Common Shares.

“M3 Class B Common Shares” means, from and after the consummation of the Domestication, shares of class b common stock, par value $0.0001 per share, of M3.

“M3 Common Shares” means, from and after the consummation of the Domestication, collectively, the shares of each class of common stock, par value $0.0001 per share, of M3, including M3 Class A Common Shares and M3 Class B Common Shares.

“M3 Counsel” means Troutman Pepper Locke LLP or another nationally recognized law firm reasonably acceptable to M3 and the Company.

“M3 D&O Persons” has the meaning set forth in Section 5.14(a).

“M3 Disclosure Schedules” means the disclosure schedules to this Agreement delivered to the Company by M3 concurrently with the execution of this Agreement.

“M3 Expenses” means, as of any determination time, the aggregate amount of fees, expenses, commissions or other amounts incurred by or on behalf of, or otherwise payable by, whether or not due, M3 in connection with M3’s initial public offering (including any and all deferred expenses in connection therewith (including fees or commissions payable to the underwriters and any legal fees)), the operation of the business and affairs of M3 (including all amounts payable by M3 pursuant to any promissory note or other debt instrument to which it is a party), the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of M3 and (b) any other fees, expenses, commissions or other amounts that are allocated to M3 pursuant to this Agreement or any Ancillary Document, including fifty percent (50%) of the HSR Act filing fee, fifty percent (50%) of any filing fee related to the Registration Statement/Proxy Statement and fifty percent (50%) of Pubco’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement and the Ancillary Documents. Notwithstanding the foregoing or anything to the contrary herein, M3 Expenses shall not include any Company Expenses and any M3 Expenses that are incurred and not paid as of the date of this Agreement shall be deemed to be Company Expenses.

“M3 Financial Statements” means all of the financial statements of M3 included in the M3 SEC Reports.

“M3 Fundamental Representations” means the representations and warranties set forth in Section 4.1(a) (Organization and Qualification), Section 4.2 (Authority), Section 4.4 (Brokers) and Section 4.6 (Capitalization of M3).

“M3 Liabilities” means, as of any determination time, the aggregate amount of Liabilities of M3 that would be accrued on a balance sheet in accordance with GAAP, whether or not such Liabilities are due and payable as of such time. Notwithstanding the foregoing or anything to the contrary herein, M3 Liabilities shall not include any M3 Expenses.

“M3 Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations or financial condition of M3, taken as a whole, or (b) the ability of M3 to consummate on a timely basis the transactions contemplated by this Agreement or the Ancillary Documents, including the Domestication and the SPAC Merger in accordance with the terms of hereof or thereof; provided, however, with respect to clause (a), any changes, events, effects or occurrences arising after the date of this Agreement directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other, changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may, would or could have occurred a M3 Material Adverse Effect: (i) general business or economic conditions in or affecting the United States, or changes therein, or the global economy generally, (ii) any national or international political or social conditions in the United States or any other country, including the engagement by the United States or any other country in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place of any military or terrorist attack, sabotage or cyberterrorism, (iii) changes in conditions of the financial, banking, capital or securities markets generally in the United States or any other country or region in the world, or changes therein, including changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any countries, (iv) changes (or proposed changes) in any Laws applicable to M3, (v) changes in the industries or markets in which M3 operates, (vi) the execution or public announcement of this Agreement or the pendency or consummation of the transactions contemplated by this Agreement and the Ancillary Documents, including the impact thereof on the relationships, contractual or otherwise, of M3 with investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors or other third parties related thereto (provided that the exception in this clause (vi) shall not apply to the representations and warranties set forth in Section 4.3(b) to the extent that its purpose is to address the consequences resulting from the public announcement or pendency or consummation of the transactions contemplated by this Agreement and the Ancillary Documents or the condition set forth in Section 6.3(a) to the extent it relates to such representations and warranties), (vii) any failure by M3 to meet, or changes to, any internal or published budgets, projections, forecasts, estimates or predictions (provided, that the underlying cause of any such failure or change may be taken into account to the extent not otherwise excluded from this definition pursuant to clauses (i) through (vi) or (viii) through (x)), (viii) changes in the price or trading volume of Bitcoin or any other crypto currency (provided that the underlying cause of any such change, event, effect or occurrence in the price or trading volume may be considered in determining whether a M3 Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein); (ix) changes (or proposed changes) in GAAP or other applicable accounting principles or mandatory changes in the regulatory accounting requirements applicable to any industry in which such Person and its Subsidiaries principally operate; or (x) any hurricane, tornado, flood, earthquake, tsunami, natural disaster, mudslides, wild fires, epidemics, pandemics or quarantines, acts of God or other natural disasters or comparable events in the United States or any other country or region in the world, or any escalation of the foregoing; provided, however, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clauses (i) through (v) or clause (x) may be taken into account in determining whether an M3 Material Adverse Effect has occurred or is reasonably likely to occur to the extent such change, event, effect or occurrence has a disproportionate adverse effect on M3, taken as a whole, relative to other “SPACs”. Notwithstanding the foregoing, the amount of the M3 Shareholder Redemption or the failure to obtain the M3 Shareholder Approval shall not be deemed to be a M3 Material Adverse Effect.

“M3 Material Contract” has the meaning set forth in Section 4.17(a).

“M3 Non-Party Affiliates” means, collectively, each M3 Related Party and each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any M3 Related Party.

“M3 Private Warrant” means one (1) whole warrant entitling the holder thereof to purchase one (1) M3 Class A Ordinary Share, or one (1) M3 Class A-1 Ordinary Share, at a purchase price of $11.50 per share, whether originally issued in a private placement contemporaneously with M3’s initial public offering or in connection with the Equity PIPE.

“M3 Public Warrant” means one (1) whole warrant of which one-half (1/2) was included as part of each M3 Unit, entitling the holder thereof to purchase one (1) M3 Class A Ordinary Share at a purchase price of $11.50 per share.

“M3 Related Party” has the meaning set forth in Section 4.9.

“M3 Related Party Transactions” has the meaning set forth in Section 4.9.

“M3 SEC Reports” has the meaning set forth in Section 4.7.

“M3 Securities” means the M3 Units, M3 Shares and M3 Warrants.

“M3 Shareholder Approval” means, collectively, the Required M3 Shareholder Approval and the Other M3 Shareholder Approval.

“M3 Shareholder Redemption” means the right of the holders of M3 Class A Ordinary Shares to redeem all or a portion of their M3 Class A Ordinary Shares (in connection with the transactions contemplated by this Agreement or otherwise) as set forth in Governing Documents of M3.

“M3 Shareholders Meeting” has the meaning set forth in Section 5.8.

“M3 Shares” means (a) prior to the consummation of the Domestication, collectively, the M3 Class A Ordinary Shares and the M3 Class B Ordinary Shares and (b) from and after the consummation of the Domestication, the M3 Common Shares. Any reference to the M3 Shares in this Agreement or any Ancillary Document shall be deemed to refer to clause (a) or clause (b) of this definition, as the context so requires.

“M3 Units” means the units issued in the initial public offering of M3 (including overallotment units acquired by M3’s underwriter) consisting of one (1) M3 Class A Ordinary Share and one-half (1/2) of one (1) M3 Public Warrant.

“M3 Warrants” means the M3 Private Warrants and the M3 Public Warrants.

“Merger Proposal” has the meaning set forth in Section 5.8.

“Merger Subs” has the meaning set forth in the introductory paragraph to this Agreement.

“Mergers” has the meaning set forth in the recitals to this Agreement.

“MI7” means CC MI7 SPV, LLC, a Delaware limited liability company.

“Multiemployer Plan” has the meaning set forth in Section (3)37 or Section 4001(a)(3) of ERISA.

“Nasdaq” means The Nasdaq Global Market.

“Non-Party Affiliate” has the meaning set forth in Section 8.13.

“Off-the-Shelf Software” means any commercially-available Software that is licensed to any of the Group Companies on a non-exclusive basis under standard terms and conditions, including similar SaaS licenses, for an annual license fee of less than $50,000.

“Order” means any writ, order, judgment, injunction, decision, determination, award, ruling, subpoena, verdict or decree entered, issued or rendered by any Governmental Entity.

“Other M3 Shareholder Approval” means the approval of each Other Transaction Proposal by the affirmative vote of the holders of the requisite number of M3 Shares entitled to vote thereon, whether in person or by proxy at the M3 Shareholders Meeting (or any adjournment or postponement thereof), in accordance with the Governing Documents of M3 and applicable Law.

“Other Transaction Proposal” means each Transaction Proposal, other than the Required Transaction Proposals.

“Parties” or “Party” has the meaning set forth in the introductory paragraph to this Agreement.

“PCAOB” means the Public Company Accounting Oversight Board.

“Permits” means any consents, approvals, authorizations, franchises, clearances, licenses, registrations, permits, exemption, waiver, variance or certificates of, or granted by, any Governmental Entity.

“Person” means an individual, partnership, corporation, company, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture, business trust, trust, Governmental Entity or other similar entity, whether or not a legal entity.

“PIPE Gross Proceeds” has the meaning set forth in the recitals to this Agreement.

“PIPE Investments” has the meaning set forth in the recitals to this Agreement.

“PIPE Subscription Agreements” has the meaning set forth in the recitals to this Agreement.

“PIPE Warrants” has the meaning set forth in Section 2.6(a).

“Plan of Domestication” means a plan of domestication as used in Section 388(l) of the DGCL.

“Pre-Closing M3 Holders” means the holders of M3 Shares at any time prior to the SPAC Merger Effective Time.

“Proceeding” means any lawsuit, litigation, action, audit, examination, claim, complaint, charge, proceeding, suit, petition, assessment, inquiry, mediation, or arbitration (in each case, whether civil, criminal or administrative and whether public or private) pending by or before or otherwise involving any Governmental Entity.

“Prospectus” has the meaning set forth in Section 8.18.

“Pubco” has the meaning set forth in the introductory paragraph to this Agreement.

“Pubco Board” means the board of directors of Pubco.

“Pubco Class A Common Shares” means shares of Class A common stock, par value $0.0001 per share, of Pubco, with such rights (including voting rights), obligations and preferences as set forth in the Amended Pubco Certificate of Incorporation.

“Pubco Class B Common Shares” means shares of Class B common stock, par value $0.0001 per share, of Pubco, with such rights (including voting rights), obligations and preferences as set forth in the Amended Pubco Certificate of Incorporation.

“Pubco Common Shares” means, collectively, Pubco Class A Common Shares and the Pubco Class B Common Shares.

“Pubco Incentive Plan” has the meaning set forth in Section 5.22.

“Pubco Preferred Shares” means shares of preferred stock, par value $0.0001 per share, of Pubco as set forth in the Amended Pubco Certificate of Incorporation.

“Public Shareholders” has the meaning set forth in Section 5.12.

“Pubco Shares” means (a) the Pubco Class A Common Shares, (b) the Pubco Class B Common Shares and (c) the Pubco Preferred Shares.

“Pubco Private Warrants” means one whole warrant entitling the holder thereof to purchase one (1) Pubco Class A Common Share at a price of $11.50 per share.

“Pubco Public Warrants” means one whole warrant entitling the holder thereof to purchase one (1) Pubco Class A Common Share at a price of $11.50 per share.

“Pubco VWAP” means the volume-weighted average share price of Pubco Class A Common Shares as displayed on Pubco’s page on Bloomberg (or any successor service) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on the applicable Trading Day.

“Pubco Warrants” means Pubco Private Warrants and Pubco Public Warrants, collectively.

“Registration Rights Agreement” has the meaning set forth in the recitals to this Agreement.

“Registration Statement/Proxy Statement” means a registration statement on Form S-4 relating to the transactions contemplated by this Agreement and the Ancillary Documents and containing a prospectus of Pubco and a proxy statement of M3.

“Representatives” means with respect to any Person, such Person’s Affiliates and its and such Affiliates’ respective directors, managers, officers, employees, accountants, consultants, advisors, attorneys, agents and other representatives.

“Required M3 Shareholder Approval” means the approval of each Required Transaction Proposal by the affirmative vote of the holders of the requisite number of M3 Shares entitled to vote thereon, whether in person or by proxy at the M3 Shareholders Meeting (or any adjournment or postponement thereof), in accordance with the Governing Documents of M3 and applicable Law.

“Required Transaction Proposals” means, collectively, the Business Combination Proposal, the Domestication Proposal, the Interim Charter Proposal and the Merger Proposal.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“Sanctions and Export Control Laws” means all (a) economic and financial sanctions imposed, administered or enforced by the U.S. government (including the U.S. Department of State, U.S. Department of Commerce and U.S. Department of the Treasury), the European Union, the United Kingdom (including His Majesty’s Treasury), Cayman Islands and United Nations Security Council; and (b) Laws related to export controls, including the U.S. Export Administration Regulations administered by the U.S. Department of Commerce.

“Schedules” means, collectively, the Company Disclosure Schedules and the M3 Disclosure Schedules.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933.

“Securities Laws” means Federal Securities Laws and other applicable foreign and domestic securities or similar Laws.

“Signing Filing” has the meaning set forth in Section 5.4(b).

“Signing Press Release” has the meaning set forth in Section 5.4(b).

“Software” means any and all (a) computer programs and applications, architectures, libraries, firmware and middleware, including any and all software implementations of algorithms, analytics, models and methodologies, whether in source code or object code, (b) all programmer and user documentation, including developer notes, annotations, user manuals and training materials, relating to any of the foregoing; and (c) all enhancements, versions, releases and updates thereto.

“SPAC Certificate of Merger” has the meaning set forth in Section 2.1(c)(ii).

“SPAC Merger Effective Time” has the meaning set forth in Section 2.1(c)(ii).

“SPAC Merger Sub Common Stock” means the shares of common stock, par value $0.01 per share, of SPAC Merger Sub.

“SPAC Merger Sub” has the meaning set forth in the introductory paragraph to this Agreement.

“SPAC Merger” has the meaning set forth in the recitals to this Agreement.

“SPAC Surviving Subsidiary” has the meaning set forth in Section 2.1(c)(i).

“Sponsor” has the meaning set forth in the recitals to this Agreement.

“Sponsor Convertible Notes Earnout Shares” means a number of Pubco Class B Shares issued to Sponsor equal to the product of (i) the total gross proceeds of the Convertible Notes PIPE actually received by Pubco at the Closing, and (ii) 0.002

“Sponsor Earnout Period” means the period commencing on the Closing Date and ending on and including the date of the 5-year anniversary of the Closing Date.

“Sponsor Earnout Shares” means collectively, the Sponsor Equity Earnout Shares, the Sponsor Warrant Earnout Shares and the Sponsor Convertible Notes Earnout Shares.

“Sponsor Equity Earnout Shares” means a number of Pubco Class B Shares issued to Sponsor equal to the product of (i) the total gross proceeds of the Equity PIPE actually received by the Company at the Closing, and (i) 0.004.

“Sponsor Warrant Earnout Shares” means a number of Pubco Public Warrants issued to Sponsor equal to the product of (i) the total gross proceeds of the Equity PIPE actually received by the Company at the Closing, and (i) 0.005.

“Sponsor Triggering Event I” means the first date on which the Pubco VWAP is equal to or greater than $12.00 for any twenty (20) Trading Days out of any thirty (30) consecutive Trading Day ending on the Trading Day immediately prior to the date of determination within the Sponsor Earnout Period.

“Sponsor Triggering Event II” means the first date on which the Pubco VWAP is equal to or greater than $14.00 for any twenty (20) Trading Days out of any thirty (30) consecutive Trading Day ending the Trading Day immediately prior to the date of determination within the Sponsor Earnout Period.

“Sponsor Triggering Events” means Sponsor Triggering Event I and Sponsor Triggering Event II, respectively.

“Sponsor Support Agreement” has the meaning set forth in the recitals to this Agreement.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership or other legal entity of which (a) if a corporation, a majority of the total voting power of shares of stock or shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or (b) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be a, or control any, managing director or general partner of such business entity (other than a corporation). The term “Subsidiary” shall include all Subsidiaries of such Subsidiary.

“Tax Authority” means any Governmental Entity responsible for the collection or administration of Taxes or Tax Returns.

“Tax Return” means returns, information returns, statements, declarations, claims for refund, schedules, attachments and reports relating to Taxes filed or required to be filed with any Governmental Entity.

“Tax” means any U.S. federal, state, local or non-U.S. income, gross receipts, franchise, estimated, alternative minimum, sales, use, transfer, value added, excise, stamp, customs, duties, ad valorem, real property, personal property (tangible and intangible), capital stock, social security, unemployment, payroll, wage, employment, severance, occupation, registration, environmental, communication, mortgage, profits, license, lease, service, goods and services, withholding, premium, unclaimed property, escheat, turnover, windfall profits or other taxes of any kind whatever, whether computed on a separate or combined, unitary or consolidated basis or in any other manner, together with any interest, deficiencies, penalties, additions to tax, or additional amounts imposed by any Governmental Entity with respect thereto, whether disputed or not, and including any secondary Liability for any of the aforementioned.

“Termination Date” has the meaning set forth in Section 7.1(d).

“Trading Day” means any day on which Pubco Common Shares are actually traded on the principal securities exchange or securities market on which Pubco Common Shares are then traded.

“Trade Secrets” means any trade secrets, know-how, discoveries, generative artificial intelligence tools, outputs, and algorithms, analytics, formulas, customer lists, supplier lists, pricing policies, operational methods, marketing plans or strategies, technical processes, financial statements, financial projections, budgets, sales data, personnel records, information that derives economic value from not being generally known, and any other information that would constitute a trade secret as defined in the Uniform Trade Secrets Act and under corresponding foreign statutory law and common law, and all notes, analyses, summaries and other prepared materials containing or based on the foregoing.

“Transaction Litigation” has the meaning set forth in Section 5.2(c).

“Transaction Proposals” has the meaning set forth in Section 5.8.

“Trust Account Released Claims” has the meaning set forth in Section 8.18.

“Trust Account” has the meaning set forth in Section 8.18.

“Trust Agreement” has the meaning set forth in Section 4.8.

“Trustee” has the meaning set forth in Section 4.8.

“Unpaid Company Expenses” means the Company Expenses that are unpaid as of immediately prior to the Closing.

“Unpaid Expenses” means all Unpaid Company Expenses and all Unpaid M3 Expenses.

“Unpaid M3 Expenses” means the M3 Expenses that are unpaid as of immediately prior to the Closing.

“Warrant Agreement” means that certain Warrant Agreement, dated as of July 31, 2024, by and between M3 and Continental, as warrant agent.

“Willful Breach” means a material breach that is a consequence of an act undertaken or a failure to act by the breaching party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement.

ARTICLE 2 MERGERS

Section 2.1 Closing Transactions. On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1.

(a) Redemption. On the Closing Date, M3 shall redeem each M3 Class A Common Share from the Pre-Closing M3 Holders who shall have elected to redeem their M3 Class A Ordinary Shares in connection with the transactions contemplated hereby and the Ancillary Documents pursuant to the Governing Documents of M3.

(b) Domestication. On the Closing Date, M3 shall cause the Domestication to occur in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Act. In connection with the Domestication, (i) each M3 Class A Ordinary Share that is issued and outstanding immediately prior to the Domestication shall become one (1) M3 Class A-1 Common Share, (ii) each M3 Class B Ordinary Share that is issued and outstanding immediately prior to the Domestication shall become one (1) M3 Class A-2 Common Share, (iii) each M3 Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one (1) M3 Class A Common Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement and (iv) the Governing Documents of M3 shall be amended and restated to be the Governing Documents of a Delaware corporation in a form consistent with the Exhibit F attached hereto and reasonably acceptable to M3, Pubco and the Company.

(c) The SPAC Merger

(i) Following the consummation of the Domestication, on the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, on the Closing Date SPAC Merger Sub shall merge with and into M3 at the SPAC Merger Effective Time. Following the SPAC Merger Effective Time, the separate existence of SPAC Merger Sub shall cease and M3 shall continue as the surviving company in the SPAC Merger (the “SPAC Surviving Subsidiary”) and a wholly owned Subsidiary of Pubco.

(ii) At the Closing, the Parties shall cause a certificate of merger, in a form reasonably acceptable to M3, Pubco and the Company (the “SPAC Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware. The SPAC Merger shall become effective on the date and at the time at which the SPAC Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware, or at such later date and time as is agreed by M3, SPAC Merger Sub, and the Company, and as specified in the SPAC Certificate of Merger (the time the SPAC Merger becomes effective being referred to herein as the “SPAC Merger Effective Time”).

(iii) The SPAC Merger shall have the effects set forth in Section 251 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the SPAC Merger Effective Time, all of the assets, properties, rights, privileges, powers and franchises of each of M3 and SPAC Merger Sub shall vest in the SPAC Surviving Subsidiary and all debts, liabilities, obligations, restrictions, disabilities and duties of each of M3 and SPAC Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the SPAC Surviving Subsidiary, in each case, in accordance with the DGCL.

(iv) At the SPAC Merger Effective Time, the Governing Documents of SPAC Merger Sub shall become the Governing Documents of the SPAC Surviving Subsidiary except that the name of the SPAC Surviving Subsidiary shall be “ReserveOne Operations” or such other name not including references to “M3” or “Brigade” as proposed by the Company not less than five (5) Business Days prior to Closing and reasonably acceptable to M3.

(v) At the SPAC Merger Effective Time, the directors and executive officers the SPAC Surviving Subsidiary shall be the same as the board of directors and executive officers of Pubco, after giving effect to Section 5.16, each to hold office in accordance with the Governing Documents of the SPAC Surviving Subsidiary until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

(vi) At the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of any Party or any other Person, each share of SPAC Merger Sub Common Stock issued and outstanding immediately prior to the SPAC Merger Effective Time shall be automatically cancelled and extinguished and converted into one (1) share of common stock, par value $0.0001, of the SPAC Surviving Subsidiary.

(vii) At the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of any Party or any other Person, each (A) issued and outstanding M3 Unit consisting of one (1) M3 Class A-1 Common Share and one-half (1/2) of one (1) M3 Public Warrant shall be automatically detached and the holder thereof shall be deemed to hold one (1) M3 Class A-1 Common Share and one-half (1/2) of one (1) M3 Public Warrant, in each case in accordance with the terms of the applicable M3 Unit, which underlying M3 Securities shall be converted in accordance with the applicable terms of this Section 2.1.

(viii) At the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of any Party or any other Person, (A) each issued and outstanding M3 Class A-1 Common Share (other than those canceled and extinguished pursuant to Section 2.1(c)(x) below) shall be automatically canceled and extinguished and converted into and thereafter represent the right to receive one (1) Pubco Class A Common Shares, following which, all M3 Class A-1 Common Shares shall cease to be outstanding and shall automatically be canceled and shall cease to exist, (B) each issued and outstanding M3 Class A-2 Common Share (other than those canceled and extinguished pursuant to Section 2.1(c)(x) below) shall be automatically canceled and extinguished and converted into and thereafter represent the right to receive one (1) Pubco Class B Common Share, following which, all M3 Class A-2 Common Shares shall cease to be outstanding and shall automatically be canceled and shall cease to exist, and (C) each issued and outstanding M3 Class B Common Share (other than those canceled and extinguished pursuant to Section 2.1(c)(x) below), if any, shall be automatically canceled and extinguished and shall cease to exist. From and after the SPAC Merger Effective Time, the holders of certificates previously evidencing ownership of M3 Shares and the M3 Shares held in book-entry form issued and outstanding immediately prior to the SPAC Merger Effective Time (collectively, the “M3 Certificates”) shall each cease to have any rights with respect to such shares except as provided herein or required under applicable Law. From and after the SPAC Merger Effective Time, each M3 Certificate (other than those representing M3 Shares canceled and extinguished pursuant to Section 2.1(c)(x) below) shall be exchanged for Pubco Shares in book-entry form upon the surrender of such certificate in accordance with Section 2.4.

(ix) At the SPAC Merger Effective Time, each issued and outstanding M3 Public Warrant shall be converted into one (1) Pubco Public Warrant and each issued and outstanding M3 Private Warrant shall be converted into one (1) Pubco Private Warrant. At the SPAC Merger Effective Time, the M3 Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Pubco Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the M3 Public Warrants, and each of the Pubco Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the M3 Private Warrants, except that in each case they shall represent the right to acquire Pubco Class A Common Shares in lieu of M3 Class A Ordinary Shares or M3 Class A-1 Common Share, as applicable. At or prior to the SPAC Merger Effective Time, Pubco shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Pubco Warrants remain outstanding, a sufficient number of Pubco Class A Common Shares for delivery upon the exercise of such Pubco Warrants.

(x) At the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of any Party or any other Person, each M3 Common Share (a) held immediately prior to the SPAC Merger Effective Time by M3 as treasury stock or (b) for which a M3 shareholder has properly demanded that M3 redeem such M3 Common Shares, shall be automatically canceled and extinguished, and no consideration shall be paid with respect thereto.

(d) The Company Merger.

(i) On the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, on the Closing Date promptly following the SPAC Merger Effective Time, Company Merger Sub shall merge with and into the Company at the Company Merger Effective Time. Following the Company Merger Effective Time, the separate existence of the Company Merger Sub shall cease, and the Company shall continue as the surviving company in the Company Merger (the “Company Surviving Subsidiary”) and a wholly owned Subsidiary of Pubco.

(ii) At the Closing, the Parties shall cause a certificate of merger, in a form reasonably acceptable to M3, Pubco and the Company (the “Company Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware. The Company Merger shall become effective on the date and at the time at which the Company Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware, or at such later date and time as is agreed by M3, Company Merger Sub and the Company, and as specified in the Company Certificate of Merger (the time the Company Merger becomes effective being referred to herein as the “Company Merger Effective Time”).

(iii) The Company Merger shall have the effects set forth in Section 251 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time, all of the assets, properties, rights, privileges, powers and franchises of each of the Company and Company Merger Sub shall vest in the Company Surviving Subsidiary and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Company Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Company Surviving Subsidiary, in each case, in accordance with the DGCL.

(iv) At the Company Merger Effective Time, the Governing Documents of Company Merger Sub shall become the Governing Documents of the Company Surviving Subsidiary, except that the name of the Company Surviving Subsidiary shall be “ReserveOne Opco Inc.”.

(v) At the Company Merger Effective Time, the directors and executive officers the Company Surviving Subsidiary shall be the same as the board of directors and executive officers of Pubco, after giving effect to Section 5.16, each to hold office in accordance with the Governing Documents of the Company Surviving Subsidiary until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

(vi) At the Company Merger Effective Time, by virtue of the Company Merger and without any action on the part of any Party or any other Person, each share of Company Merger Sub Common Stock issued and outstanding immediately prior to the Company Merger Effective Time shall be automatically cancelled and extinguished and converted into one (1) share of common stock, par value $0.01, of the Company Surviving Subsidiary.

(vii) At the Company Merger Effective Time, by virtue of the Company Merger and without any action on the part of any Party or any other Person, each issued and outstanding Company Common Share as of immediately prior to the Company Merger Effective Time (other than (x) the Company Common Shares that are Dissenting Shares, and (y) those canceled and extinguished pursuant to Section 2.1(d)(ix) below) shall be automatically canceled and extinguished and converted into the right to receive a number of Pubco Class A Common Shares set forth on the Allocation Schedule, following which, all Company Common Shares shall cease to be outstanding and shall automatically be canceled and shall cease to exist. From and after the Company Merger Effective Time, the holders of certificates previously evidencing ownership of outstanding Company Common Shares held in book-entry form issued and outstanding immediately prior to the Company Merger Effective Time (collectively, the “Company Certificates”) shall cease to have any rights with respect to such shares except as provided herein or required under applicable Law. From and after the Company Merger Effective Time, each Company Certificate (other those representing (x) Company Common Shares that are Dissenting Shares and (y) those cancelled and extinguished pursuant to Section 2.1(d)(ix) below) shall each be exchanged for Pubco Class A Shares in book-entry form upon the surrender of such certificate in accordance with Section 2.4. To the extent required by Section 262 of the DGCL, Company Common Shares owned by holders of Company Common Shares who have validly elected to dissent from the Company Merger pursuant to Section 262 of the DGCL shall thereafter represent only the right to receive fair value for their Company Common Shares in accordance with the applicable provisions of the DGCL.

(viii) At the Company Merger Effective Time, each issued and outstanding Company Warrant shall be converted into one (1) Pubco Public Warrant. At the Company Merger Effective Time, the Company Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Pubco Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Company Warrants, except that they shall represent the right to acquire Pubco Class A Common Shares in lieu of Company Common Shares. At or prior to the Company Merger Effective Time, Pubco shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Pubco Warrants remain outstanding, a sufficient number of Pubco Class A Common Shares for delivery upon the exercise of such Pubco Warrants.

(ix) At the Company Merger Effective Time, by virtue of the Company Merger and without any action on the part of any Party or any other Person, each Company Common Share held immediately prior to the Company Merger Effective Time by the Company as treasury stock shall be automatically canceled and extinguished, and no consideration shall be paid with respect thereto.

(e) Amended Pubco Governing Documents. In connection with the Domestication, and prior to the Closing of the PIPE Investments, the Company shall take all actions necessary, proper and convenient to cause Pubco to amend and restate its (i) certificate of incorporation in a form agreed to by the Company and M3 consistent with the term sheet attached hereto as Exhibit F (the “Amended Pubco Certificate of Incorporation”) and (ii) bylaws in a form agreed to by the Company and M3 consistent with the term sheet attached hereto as Exhibit F.

Section 2.2 Closing of the Transactions Contemplated by this Agreement. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place electronically by exchange of the closing deliverables by the means provided in Section 8.11 as promptly as reasonably practicable, but in no event later than the third (3rd) Business Day, following the satisfaction (or, to the extent permitted by applicable Law, waiver) of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions at the Closing) or at such other place, date and time as M3 and the Company may agree in writing. The date on which the Closing actually occurs is referred to herein as the “Closing Date”.

Section 2.3 Allocation Schedule. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to M3 an allocation schedule (the “Allocation Schedule”) setting forth (a) the calculation of the Equity Value and the Aggregate Common Share Consideration (which shall, for the avoidance of doubt, be reduced by the aggregate portion of the Aggregate Common Share Consideration that would be attributable to the Dissenting Shares if such Company Common Shares were not Dissenting Shares), (b) the amount of issued and outstanding Company Common Shares held by each Company Shareholder, (c) a certification, duly executed by an authorized officer of the Company, that the information delivered pursuant to clauses (a) and (b), is, and will be as of immediately prior to the Company Merger Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3, and (d) reasonable supporting documentation in support of the calculation of the amounts set forth in clauses (a) and (b). The Company will review any comments to the Allocation Schedule provided by M3 or any of its Representatives, make any changes proposed by M3 or its Representatives that are correcting mathematical or other manifest error and otherwise consider in good faith any reasonable comments proposed by M3 or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of Pubco Shares that each Company Shareholder will have a right to receive pursuant to Section 2.1(d)(vii) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of Pubco Common Shares set forth on the Allocation Schedule that are allocated in respect of Company Common Shares exceed the Aggregate Common Share Consideration, and (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or bound.

Section 2.4 Deliverables.

(a) As promptly as reasonably practicable following the date of this Agreement, but in no event later than ten (10) Business Days prior to the Closing Date, the Company, M3 and Pubco shall appoint Continental (or its applicable Affiliate) as an exchange agent (the “Exchange Agent”) and enter into an exchange agent agreement with the Exchange Agent for the purpose of exchanging (i) the Company Certificates outstanding immediately prior to the Company Merger Effective Time for the portion of the Aggregate Common Share Consideration issuable in respect of such Company Common Shares pursuant to Section 2.1(d)(vii), (ii) the M3 Certificates outstanding immediately prior to the SPAC Merger Effective Time for Pubco Shares pursuant to Section 2.1(c)(viii), and (iii) the M3 certificates for the M3 Public Warrants and the M3 Private Warrants certificates outstanding immediately prior to the SPAC Merger Effective Time for the Pubco Public Warrants and the Pubco Private Warrants, as the case may be, pursuant to Section 2.1(c)(ix), in each case, on the terms and subject to the other conditions set forth in this Agreement. Notwithstanding the foregoing or anything to the contrary herein, in the event that Continental is unable or unwilling to serve as the Exchange Agent, then M3, Pubco and the Company shall, as promptly as reasonably practicable thereafter, but in no event later than the Closing Date, mutually agree upon an exchange agent (in either case, such agreement not to be unreasonably withheld, conditioned or delayed) and the Company, M3 and Pubco shall appoint and enter into an exchange agent agreement with such exchange agent, who shall for all purposes under this Agreement constitute the Exchange Agent.

(b) At least three (3) Business Days prior to the Closing Date, the Company shall mail or otherwise deliver, or shall cause to be mailed or otherwise delivered, to the Company Shareholders and to each holder of M3 Common Shares and M3 Warrants, a letter of transmittal in form and substance reasonably acceptable to M3, Pubco and the Company (the “Letter of Transmittal”).

(c) Immediately after giving effect to the Amended Pubco Certificate of Incorporation, but prior to the Company Merger Effective Time, the Company shall cause Pubco to deposit with the Exchange Agent evidence of Pubco Shares in book-entry form issuable (i) pursuant to Section 2.1(d)(vii) in exchange for the Company Common Shares outstanding immediately prior to the Company Merger Effective Time, (ii) pursuant to Section 2.1(c)(viii) in exchange for the M3 Shares outstanding immediately prior to the SPAC Merger Effective Time, and (iii) pursuant to Section 2.1(c)(ix) in exchange for the M3 Public Warrants and M3 Private Warrants outstanding immediately prior to the SPAC Merger Effective Time. All (1) Pubco Shares in book entry form representing the aggregate consideration issuable pursuant Section 2.1(c)(viii) and the Aggregate Common Share Consideration issuable pursuant to Section 2.1(d)(vii) and (2) Pubco Warrants in book entry form representing the M3 Public Warrants and the M3 Private Warrants issuable pursuant to Section 2.1(c)(ix) deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund”.

(d) Each Company Shareholder whose Company Common Shares have been converted into the right to receive a portion of the Aggregate Common Share Consideration pursuant to Section 2.1(d)(vii) shall be entitled to receive the portion of the Aggregate Common Share Consideration to which he, she or it is entitled on the Closing Date upon surrender of a Company Certificate or affidavit of loss in lieu thereof in the form required by the Letter of Transmittal, as the case may be, together with the delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal) to the Exchange Agent.

(e) Each M3 shareholder whose M3 Common Shares have been converted into the right to receive a portion of the aggregate consideration issuable pursuant to Section 2.1(c)(viii) shall be entitled to receive the portion of such consideration to which he, she or it is entitled on the Closing Date upon surrender of a M3 Certificate or affidavit of loss in lieu thereof in the form required by the Letter of Transmittal, as the case may be, together with the delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal) to the Exchange Agent.

(f) Each holder of M3 Public Warrants or M3 Private Warrants whose M3 Public Warrants or M3 Private Warrants been converted into the right to receive a portion of the aggregate consideration issuable pursuant Section 2.1(c)(ix) shall be entitled to receive the portion of such consideration to which he, she or it is entitled on the Closing Date upon surrender of a certificate representing such M3 Public Warrants or M3 Private Warrants or affidavit of loss in lieu thereof in the form required by the Letter of Transmittal, as the case may be, together with the delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal).

(g) If Pubco Shares are to be issued in a name other than that in which the Company Certificates or M3 Certificates surrendered in exchange therefor are registered, it will be a condition to the issuance thereof that the Company Certificates or M3 Certificates so surrendered will be properly endorsed (if applicable) and otherwise in proper form for transfer and that the Persons requesting such exchange will have paid to Continental any transfer or other taxes required by reason of the issuance of the Pubco Shares in any name other than that of the registered holder of the Company Certificates or M3 surrendered, or established to the satisfaction of Continental that such tax has been paid or is not payable.

(h) If the Pubco Warrants are to be issued in a name other than that in which the certificates representing the M3 Warrants surrendered in exchange therefor are registered, it will be a condition to the issuance thereof that the certificates representing the M3 Warrants so surrendered will be properly endorsed (if applicable) and otherwise in proper form for transfer and that the Persons requesting such exchange will have paid to Continental any transfer or other taxes required by reason of the issuance of Pubco Warrants in any name other than that of the registered holder of the certificates representing the M3 Warrants surrendered, or established to the satisfaction of Continental that such tax has been paid or is not payable.

(i) No interest will be paid or accrued on the Pubco Shares or Pubco Warrants to be issued pursuant to this Section 2.4 (or any portion thereof). From and after the Company Merger Effective Time, until surrendered or transferred, as applicable, in accordance with this Section 2.4, each share of Company Common Shares shall solely represent the right to receive the number of Pubco Shares that such Company Common Shares is entitled to receive pursuant to Section 2.1(d)(vii). From and after the SPAC Merger Effective Time, until surrendered or transferred, as applicable, in accordance with this Section 2.4, (i) each M3 Common Share shall solely represent the right to receive the number of Pubco Shares that such M3 Common Share is entitled to receive pursuant to Section 2.1(c)(viii), and (ii) each M3 Warrant shall solely represent the right to receive the Pubco Warrants that such M3 Warrant is entitled to receive pursuant to Section 2.1(c)(ix).

(j) At the Company Merger Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfers of Company Common Shares that were outstanding immediately prior to the Company Merger Effective Time.

(k) Any portion of the Exchange Fund that remains unclaimed by the Company Shareholders twelve (12) months following the Closing Date shall be delivered to Pubco or as otherwise instructed by Pubco, and any Company Shareholder or M3 Shareholder who has not exchanged his, her or its Company Common Shares, M3 Common Shares or M3 Warrants in accordance with this Section 2.4 prior to that time shall thereafter look only to Pubco for the issuance of the Pubco Shares or Pubco Warrants, without any interest thereon. None of Pubco, the Company Surviving Subsidiary, the SPAC Surviving Subsidiary or any of their respective Affiliates shall be liable to any Person in respect of any consideration delivered to a public official pursuant to any applicable abandoned property, unclaimed property, escheat, or similar Law. Any Pubco Shares or Pubco Warrants remaining unclaimed by the Company Shareholders or the M3 shareholders immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of Pubco free and clear of any claims or interest of any Person previously entitled thereto.

Section 2.5 Withholding. M3, the Group Companies and the Exchange Agent (and each of their respective Representatives) shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amounts payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable Law. To the extent that amounts are so deducted and withheld and timely remitted to the applicable Governmental Entity, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. Other than in respect of any compensatory payment subject to withholding, the Parties shall cooperate in good faith to eliminate or reduce any such deduction or withholding (including through the request and provision of any statements, forms or other documents to reduce or eliminate any such deduction or withholding).

Section 2.6 Sponsor Earnout Shares.

(a) General. The Sponsor has agreed that, effective upon the Closing, the Sponsor will subject the Sponsor Earnout Shares owned by Sponsor (and issued in the SPAC Merger on account of certain anti-dilution rights) to forfeiture in accordance with this Section 2.6. In connection with the Equity PIPE, (i) fifty percent (50%) of the Sponsor Equity Earnout Shares shall be forfeited if Sponsor Triggering Event I does not occur during the Sponsor Earnout Period and (ii) an additional fifty percent (50%) of the Sponsor Equity Earnout Shares shall be forfeited if Sponsor Triggering Event II does not occur during the Sponsor Earnout Period, with such Sponsor Equity Earnout Shares vesting (and therefore no longer subject to forfeiture following the applicable Sponsor Triggering Event) pursuant to Section 2.6(b). In addition, in connection with the warrants issued in the Equity PIPE (the “PIPE Warrants”), to the extent that the Sponsor Warrant Earnout Shares do not vest during the Sponsor Earnout Period pursuant to Section 2.6(c), such Sponsor Warrant Earnout Shares shall be forfeited. Further, in connection with the Convertible Notes issued in connection with the Convertible Notes PIPE, all the Sponsor Convertible Notes Earnout Shares shall be forfeited if Sponsor Triggering Event I does not occur during the Sponsor Earnout Period, with such Sponsor Convertible Notes Earnout Shares vesting (and therefore no longer subject to forfeiture following the applicable Sponsor Triggering Event) pursuant to Section 2.6(d). Until the occurrence of the applicable Sponsor Triggering Event or the exercise of applicable PIPE Warrants, certificates or book entry statements representing the Sponsor Earnout Shares shall bear a legend referencing that they are subject to forfeiture and non-transferable pursuant to the provisions of this Agreement; provided, however, that (A) upon the vesting of any Sponsor Equity Earnout Shares or Sponsor Convertible Notes Earnout Shares in accordance with the terms herein, Pubco shall immediately cause the removal of such legend, and (B) on a monthly basis until all such legends have been removed, Pubco shall cause the removal of such legend on a portion of the Sponsor Warrant Earnout Shares as determined pursuant to this Section 2.6.

(b) Vesting of Sponsor Equity Earnout Shares.

(i) Upon the occurrence of Sponsor Triggering Event I, fifty percent (50%) of the Sponsor Equity Earnout Shares shall immediately become fully vested and no longer subject to forfeiture; and

(ii) Upon the occurrence of Sponsor Triggering Event II, an additional fifty percent (50%) of the Sponsor Equity Earnout Shares shall immediately become fully vested and no longer subject to forfeiture.

(c) Vesting of Sponsor Warrant Earnout Shares. On or about the first Business Day of each calendar month during the Sponsor Earnout Period, a number of Sponsor Warrant Earnout Shares equal to 1/20 of the number of PIPE Warrants exercised during the immediately preceding month, rounded up to the nearest whole Pubco Class B Common Share, shall immediately become fully vested and no longer subject to forfeiture.

(d) Vesting of Sponsor Convertible Notes Earnout Shares. Upon the occurrence of Sponsor Triggering Event I, all the Sponsor Convertible Notes Earnout Shares shall immediately become fully vested and no longer subject to forfeiture

(e) Adjustment. If, and as often as, any outstanding class of Pubco Common Shares are changed into a different number of shares or a different class, by reason of any dividend, subdivision, reclassification, recapitalization, split, subdivision, combination, consolidation or exchange, or any similar event after the date hereof, then (i) the number of Sponsor Earnout Shares to be surrendered pursuant to this Section 2.6, (ii) the Pubco VWAP specified with respect to the applicable Sponsor Triggering Event, and (iii) the ratio of PIPE Warrants to Sponsor Warrant Earnout Shares set forth in Section 2.6(c), will, in each applicable case, be equitably adjusted to reflect such change.

Section 2.7 Appraisal and Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, Company Common Shares that are issued and outstanding immediately prior to the Company Merger Effective Time and which are held by a Company Shareholder who did not vote in favor of the Company Merger (or consent thereto in writing) and who is entitled to demand and has properly demanded appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Shareholders”) shall not be converted into or be exchangeable for the right to receive such Dissenting Shareholder’s portion of the Aggregate Common Share Consideration pursuant to Section 2.1(d)(vii), but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to Section 262 of the DGCL (and at the Company Merger Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, each of such holder’s Company Common Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Company Merger Effective Time, the applicable portion of the Aggregate Common Share Consideration pursuant to Section 2.1(d)(vii), without interest. The Company shall give Pubco and M3 prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company Shareholders’ rights of appraisal. The Company shall not, except with the prior written consent of M3, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES RELATING TO THE GROUP COMPANIES

Subject to Section 8.8, except as set forth in the Company Disclosure Schedules, the Company hereby represents and warrants to M3, as of the date of this Agreement and as of the Closing Date, as follows:

Section 3.1 Organization and Qualification.

(a) Each Group Company is a corporation, limited liability company or other applicable business entity duly incorporated, organized or formed, as the case may be and validly existing and in good standing under the Laws of Delaware.

(b) True and complete copies of the Governing Documents of each Group Company have been made available to M3, in each case, as amended and in effect as of the date of this Agreement. The Governing Documents of each Group Company are in full force and effect, and no Group Company is in breach or violation of any provision set forth in its respective Governing Documents.

(c) Each Group Company has the requisite corporate, limited liability or other applicable business entity power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted, except where the failure to have such power or authority would not have a Company Material Adverse Effect.

(d) Each Group Company is duly qualified or licensed to transact business and is in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or the equivalent thereof) in each jurisdiction in which the property and assets owned, leased or operated by it, or the nature of the business conducted by it, makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not have a Company Material Adverse Effect.

Section 3.2 Capitalization of the Group Companies.

(a) Section 3.2(a) of the Company Disclosure Schedules sets forth a true and complete statement, as of the date of this Agreement, of (i) the number and class or series (as applicable) of all of the Equity Securities of the Company issued and outstanding and, (ii) the identity of the Persons that are the record and beneficial owners thereof. All of the Equity Securities of the Company have been duly authorized and validly issued. All of the outstanding Company Common Shares are fully paid and non-assessable and except to the extent arising out of the PIPE Investments, there is no other capital stock of the Company outstanding. The Equity Securities of the Company (1) were not issued in violation of the Governing Documents of the Company or any other Contract to which the Company is bound, (2) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person and (3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws.

(b) As of the date hereof:

(i) Pubco is authorized to issue 1,000 shares of Pubco Common Shares, of which ten (10) are issued and outstanding and owned by the Company.

(ii) Company Merger Sub is authorized to issue 1,000 shares of Company Merger Sub Common Stock, of which ten (10) are issued and outstanding and owned by Pubco.

(iii) SPAC Merger Sub is authorized to issue 1,000 shares of SPAC Merger Sub Common Stock, of which ten (10) are issued and outstanding and owned by Pubco.

(iv) The Company has no Subsidiaries other than Pubco, Company Merger Sub and SPAC Merger Sub and no other Group Company owns or holds (of beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any Person or the right to acquire any such Equity Security, and none of the Group Companies are a partner or member of any partnership, limited liability company or joint venture.

(c) Prior to giving effect to the transactions contemplated by this Agreement, other than the Merger Subs, Pubco does not have any Subsidiaries or own any Equity Securities of any other Person.

(d) The Equity Securities of the Group Companies are free and clear of all Liens (other than transfer restrictions under applicable Securities Law). There are no voting trusts, proxies, or other Contracts to which any Group Company is a party with respect to the voting or transfer of its Equity Securities.

(e) Other than this Agreement and the Ancillary Documents, no Group Company has any outstanding (i) equity appreciation, phantom equity or profit participation rights or (ii) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require such Group Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of such Group Company. There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any Equity Securities of any Group Company.

(f) As of the date of this Agreement, no Group Company has any Indebtedness for borrowed money except as set forth on Section 3.2(f) of the Company Disclosure Schedule.

Section 3.3 Authority. The Group Companies have the requisite corporate, limited liability company or other applicable business entity power and authority, as applicable, to execute and deliver this Agreement and each Ancillary Document to which such applicable Group Company is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. Subject to the receipt of the Company Shareholder Written Consent and the approvals and consents to be obtained by Pubco and the Merger Subs pursuant to Section 5.9, the execution and delivery of this Agreement, the Ancillary Documents to which the applicable Group Company is or will be a party and the consummation of the transactions contemplated hereby and thereby have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly authorized by all necessary corporate action on the part of the applicable Group Company. This Agreement and each Ancillary Document to which the applicable Group Company is or will be a party has been or will be, upon execution thereof, as applicable, duly and validly executed and delivered by the applicable Group Company and constitutes or will constitute, upon execution and delivery thereof, as applicable, a valid, legal and binding agreement of such Group Company (assuming that this Agreement and the Ancillary Documents to which such Group Company is or will be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party thereto), enforceable against such Group Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

Section 3.4 Financial Statements.

(a) The Company will furnish to M3 within fifteen (15) calendar days of the date hereof a true and complete copy of the unaudited consolidated balance sheets of the Group Companies (the “Company Balance Sheet” as of a recent date (the “Balance Sheet Date”). The Company Balance Sheet will (a) be prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto) and (b) fairly present, in all material respects, the financial position, of the Group Companies as at the date thereof, except as otherwise specifically noted therein.

(b) The Group Companies have no liabilities, other than (i) Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby or (ii) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

Section 3.5 Consents and Requisite Governmental Approvals; No Violations.

(a) No Consent from any Governmental Entity is required on the part of the Company with respect to the Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings, if any, under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) filing of the Company Certificate of Merger, the SPAC Certificate of Merger and the Amended Pubco Certificate of Incorporation, (iv) such filings with and approvals of Nasdaq to permit the Pubco Common Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (v) the approvals and consents to be obtained by Pubco and the Merger Subs pursuant to Section 5.9, (vi) the M3 Shareholder Approval, and (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(b) Neither the execution, delivery or performance by the Company, Pubco or the Merger Subs of this Agreement nor the Ancillary Documents to which such Group Company is or will be a party nor the consummation of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of such Group Company’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Contract to which such Group Company is a party or (B) any Permits, , (iii) violate, or constitute a breach under, any Order or applicable Law to which such Group Company or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties or Equity Securities of any Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 3.6 Absence of Certain Changes. Except as set forth on Section 3.6 of the Company Disclosure Schedules or for actions expressly contemplated by this Agreement or any Ancillary Document, since the Lookback Date, no Group Company (a) has been subject to a Company Material Adverse Effect and (b) has taken any action or committed or agreed to take any action that would be prohibited by Section 5.1(b) if such action were taken on or after the date hereof without the consent of M3, except for the formation of the members of the Group Companies, initial capitalization of the Group Companies, hiring of initial employees and customary internal cash management related to associated set-up expenses, in each case, to the extent corresponding documentation has been made available to M3.

Section 3.7 Group Company Activities.

(a) Since the Lookback Date, no Group Company has engaged in any business activities other than (i) in connection with or incidental or related to its incorporation or continuing corporate existence, (ii) directed toward the accomplishment of a business combination, including those incidental or related to or incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (iii) those that are administrative, ministerial or otherwise immaterial in nature, (iv) in anticipation of the execution of its business strategy (including the recruitment of executives, acquisition of Intellectual Property and engagement of vendors) or (v) in connection with the incorporation, capitalization and ownership of Pubco and the Merger Subs.

(b) The Company does not lease or own any real property or any interest in real property.

Section 3.8 Litigation. There is (and since the Lookback Date there has been) no Proceeding pending or, to the Company’s knowledge, threatened against any Group Company , its current or former directors, officers or equity holders that, if adversely decided or resolved, has been or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of the date of this Agreement, there are no Proceedings by a Group Company pending against any other Person. Since the Lookback Date, none of the current or former officers, senior management or directors of any Group Company have been charged with, indicted for, arrested for, or convicted of any felony or any crime involving fraud.

Section 3.9 Compliance with Applicable Law. Each Group Company (a) conducts (and since the Lookback Date has conducted) its business in compliance with all Laws and Orders applicable to such Group Company and is not in violation of any such Law or Order and (b) has not received any communication from any Governmental Entity that alleges that such Group Company is not in compliance with any such Law or Order, except in each case, as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

Section 3.10 Employee Matters.

(a) All Contracts relating to the employment of Employees of the Group Companies as of the date hereof, if any, have been made available to M3.

(b) No Employees are represented by a labor union, works council, or other labor organization, and no Group Company is party to or bound by any CBA.

(c) Each Group Company is, and since the Lookback Date has been, in compliance in all material respects with all Laws respecting labor, employment and employment practices, including the classification of independent contractors and overtime exempt and non-exempt employees and immigration (including the verification of I-9s for all employees and the proper confirmation of employee visas).

(d) No Group Company has material Liability for any unpaid wages, salaries, wage premiums, commissions, bonuses, fees, and other compensation to its current or former Employees under applicable Law or Contract or policy.

(e) Section 3.10(e) of the Company Disclosure Schedules sets forth a true and complete list of all material Employee Benefit Plans (including, for each such Employee Benefit Plan, its jurisdiction) as of the date hereof. With respect to each material Employee Benefit Plan identified in the Company Disclosure Schedules, the Group Companies have provided M3 with true and complete copies of the material documents pursuant to which the plan is maintained, funded and administered, including, as applicable: (i) all current plan documents governing such plan and all amendments thereto (or, to the extent unwritten, a summary of its material terms); (ii) the current summary plan description and any summaries of material modifications thereto; (iii) the most recent annual report filed with the Internal Revenue Service (Form 5500-series) including all schedules and attachments thereto; (iv) each current related trust agreement or other funding arrangement (including insurance policies and stop loss insurance policies); (v) the most recent determination, advisory, or opinion letter from the Internal Revenue Service; and (vi) the most recent compliance testing results, including nondiscrimination testing, and (vii) all material, non-routine notices from or correspondence with any Governmental Entity relating to an Employee Benefit Plan received in the past three (3) years relating to any matter that has or could result in a material Liability to any Group Company.

(f) (i) Each Employee Benefit Plan has been established, maintained, funded and administered in all material respects in accordance with its terms, and in compliance in all material respects with applicable Law; (ii) there are no pending or, to the knowledge of the Company, threatened Proceedings against or relating to any Employee Benefit Plan or any trust or fiduciary thereof (other than routine benefits claims) and, to the knowledge of the Company, no fact or event exists that would reasonably be expected to give rise to any such Proceeding, (iii) each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code is so qualified and has received a favorable determination letter from the Internal Revenue Service (or is entitled to rely upon a favorable opinion letter issued by the Internal Revenue Service), and (iv) all contributions (including all employer contributions and employee salary reduction contributions) or premium payments required to be made by any Group Companies under or with respect to any Employee Benefit Plan or by applicable Law have been timely made or properly accrued in accordance with the provisions of each Employee Benefit Plan and applicable Law.

(g) No Employee Benefit Plan is and no Group Companies sponsor, contribute (or had an obligation to contribution to), maintain, or have liability with respect to and within the past six (6) years have not sponsored, contributed (or been obligated to contribute to), or maintained: (i) an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA, (ii) a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA, (iii) a “multiple employer plan” as defined in Section 413(c) of the Code, or (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. No Employee Benefit Plan is subject to Section 412, 430 or 4971 of the Code or Section 302 or Title IV of ERISA. No Employee Benefit Plan provides retiree health, disability or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA, any other applicable Law or at the full expense of the participant or the participant’s beneficiary.

Section 3.11 Brokers. Except for fees (including the amounts due and payable assuming the Closing occurs) set forth on Section 3.11 of the Company Disclosure Schedules (which fees shall be the sole responsibility of the Company, except as otherwise provided in Section 8.6), no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its Affiliates for which any of the Group Companies has any obligation.

Section 3.12 Intellectual Property.

(a) No Group Company owns or licenses any material Intellectual Property (other than (i) set forth on Section 3.12 of the Company Disclosure Schedule, the “Company Intellectual Property” and (ii) Off-the-Shelf Software).

(b) As of the date of this Agreement, no Group Company is currently in receipt of any written notice with respect to any alleged infringement or violation of or by any Company Intellectual Property. As of the date of this Agreement there are no Proceedings pending that relate to any of the Company Intellectual Property and, to the Company’s knowledge, no such Proceedings are threatened by any Governmental Entity or any other Person. To the Company’s knowledge, no Person is infringing, misappropriating, misusing, diluting or violating any Company Intellectual Property. Since the Lookback Date, no Group Company has made any claim against any Person alleging any infringement, misappropriation or other violation of any Company Intellectual Property.

(c) To the Company’s knowledge, none of the Company Intellectual Property is subject to any outstanding Order that restricts in any material respect the use, sale, transfer, licensing or exploitation thereof by the Group Companies or affects the validity, use or enforceability thereof.

(d) The Company has taken steps reasonable under the circumstances to maintain and protect all the Trade Secrets included in the Company Intellectual Property.

(e) To the Company’s knowledge, no Person is infringing, misappropriating, misusing, diluting or violating any Company Intellectual Property. Since the Lookback Date, no Group Company has made any claim against any Person alleging any infringement, misappropriation or other violation of any Company Intellectual Property.

(f) The Company IT Systems and Company Data are in good working condition to sufficiently perform all information technology operations, are fully functional and operate in a reasonable and sufficient business manner, and are reasonably sufficient in all material respects for the immediate needs of the Group Companies and Company Products. Since the Lookback Date, there has been no non-cured failure, substandard performance, or any data loss involving any Company IT System that has caused a material disruption to the Group Companies.

Section 3.13 Equity PIPE

(a) The Company has delivered to M3 true and correct copies of each of the Equity PIPE Subscription Agreements entered into by the Company and Pubco with the Equity PIPE Investors named therein as of the date of this Agreement. As of the date of this Agreement, other than the Equity PIPE Subscription Agreements, there are no other Contracts, side letters or arrangements between the Company and any Equity PIPE Investor relating to any Equity PIPE Subscription Agreement that could materially and adversely affect the obligation of such Equity PIPE Investors to contribute to the Company and Pubco the applicable portion of the Equity PIPE Gross Proceeds set forth in the Equity PIPE Subscription Agreement of such Equity PIPE Investors. As of the date of this Agreement, assuming the due authorization, execution and delivery by each other party thereto, all of the Equity PIPE Subscription Agreements are in full force and effect and are legal, valid and binding obligations of the Company and Pubco, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). As of the date of this Agreement, no Equity PIPE Subscription Agreement has been withdrawn or terminated, amended or modified in writing in any respect. As of the date of this Agreement, the Company and Pubco are not and, with the giving of notice, the lapse of time or both, would not be in default under any Equity PIPE Subscription Agreements.

(b) No fees, consideration or other discounts are payable or have been agreed to by the Company (including, from and after the Closing) to any Equity PIPE Investor in respect of the Equity PIPE, except as set forth in the Equity PIPE Subscription Agreements.

Section 3.14 Convertible Notes PIPE.

(a) The Company has delivered to M3 true and correct copies of each of the Convertible Notes Subscription Agreements entered into by Pubco with the applicable Convertible Notes Investors named therein as of the date of this Agreement. As of the date of this Agreement, other than the Convertible Notes Subscription Agreements, there are no other agreements, side letters or arrangements between the Company and any Convertible Notes Investor relating to any Convertible Notes Subscription Agreement that could materially and adversely affect the obligation of such Convertible Notes Investors to contribute to Pubco the applicable portion of the Convertibles Notes PIPE amount set forth in the Convertible Notes Subscription Agreement of such Convertible Notes Investors. As of the date of this Agreement, assuming the due authorization, execution and delivery by each other party thereto, all of the Convertible Notes Subscription Agreements are in full force and effect and are legal, valid and binding obligations of Pubco, enforceable in accordance with its terms, except as limited by the Enforceability Exceptions. As of the date of this Agreement, no Convertible Notes Subscription Agreement has been withdrawn or terminated, amended or modified in writing in any respect. As of the date of this Agreement, Pubco is not and, with the giving of notice, the lapse of time or both, would not be in default under any Convertible Notes Subscription Agreements.

(b) No fees, consideration or other discounts are payable or have been agreed to by Pubco (including, from and after the Closing) to any Convertible Notes Investor in respect of the Convertible Notes PIPE, except as set forth in the Convertible Notes Subscription Agreements.

Section 3.15 Tax Matters.

(a) Each of the Group Companies has prepared and filed all material Tax Returns required to have been filed by it, all such Tax Returns are true and complete in all material respects and prepared in compliance in all material respects with all applicable Laws and Orders, and each of the Group Companies has paid all material Taxes required to have been paid or deposited by it regardless of whether shown on a Tax Return.

(b) Each of the Group Companies has timely withheld and paid to the appropriate Tax Authority all material amounts required to have been withheld and paid in connection with amounts paid or owing to any employee, individual independent contractor, other service providers, equity interest holder or other third-party.

(c) None of the Group Companies are currently the subject of a Proceeding with respect to material Taxes. None of the Group Companies have been informed in writing of the commencement or anticipated commencement of any such Proceedings that has not been resolved or completed, in each case, with respect to material Taxes.

(d) None of the Group Companies have consented to extend or waive the time in which any material Tax may be assessed or collected by any Tax Authority, other than any such extensions or waivers that are no longer in effect or that were extensions of time to file Tax Returns obtained in the ordinary course of business, in each case with respect to material Taxes.

(e) No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Law with respect to Taxes), private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into or issued by any Tax Authority with respect to any of the Group Companies, which agreement or ruling would be effective after the Closing Date.

(f) Each of the Group Companies is not, nor has it ever been a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any corresponding or similar provision of state, local or non-U.S. income Law with respect to Taxes).

(g) Each of the Group Companies is Tax resident only in its jurisdiction of organization, incorporation or formation, as applicable.

(h) None of the Group Companies have taken or agreed to take any action not contemplated by this Agreement or any Ancillary Documents that would reasonably be expected to prevent the Equity PIPE or the Mergers from qualifying for the Intended Tax Treatment. To the knowledge of the Group Companies, no facts or circumstances exist, other than any facts or circumstances to the extent that such facts or circumstances exist or arise as a result of or related to any act or omission occurring after the signing date by M3 or any M3 shareholder or any of their respective Affiliates occurring after the date of this Agreement and not contemplated by this Agreement or any of the Ancillary Documents, that would reasonably be expected to prevent the Equity PIPE or the Mergers from qualifying for the Intended Tax Treatment.

Section 3.16 Material Contracts.

(a) Section 3.16(a) of the Company Disclosure Schedules sets forth, as of the date of this Agreement, a true, correct and complete list of, and the Company has made available to M3 (including written summaries of oral Contracts), true, correct and complete copies of, each Contract to which any Group Company is a party or by which any Group Company, or any of its properties or assets are bound or affected (each Contract required to be set forth on Section 3.16(a) of the Company Disclosure Schedules, a “Company Material Contract”) that:

(i) contains covenants that limit the ability of any Group Company (A) to compete in any line of business or with any Person or in any geographic area or to sell, or provide any service or product or solicit any Person, including any non-competition covenants, employee and customer non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B) to purchase or acquire an interest in any other Person;

(ii) involves any joint venture, profit-sharing, partnership, limited liability company or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture;

(iii) involves any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices;

(iv) evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of any Group Company having an outstanding principal amount in excess of $100,000;

(v) involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess of $100,000 (other than in the ordinary course of business consistent with past practice) or shares or other equity interests of any Group Company or another Person;

(vi) relates to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other entity or its business or material assets or the sale of any Group Company, its business or material assets; (vii) by its terms, individually or with all related Contracts, calls for aggregate payments or receipts by the Group Companies under such Contract or Contracts of at least $100,000 per year or $500,000 in the aggregate;

(viii) obligates the Group Companies to provide continuing indemnification or a guarantee of obligations of a third party after the date hereof in excess of $100,000;

(ix) is between any Group Company and any directors, officers or employees of a Group Company (other than at-will employment arrangements with employees entered into in the ordinary course of business consistent with past practice), including all non-competition, severance and indemnification agreements, or any Company Related Party;

(x) obligates the Group Companies to make any capital commitment or expenditure in excess of $100,000 (including pursuant to any joint venture);

(xi) relates to a material settlement entered into within three (3) years prior to the date of this Agreement under which any Group Companies has outstanding obligations (other than customary confidentiality obligations);

(xii) provides another Person (other than another Group Company or any manager, director or officer of any Group Company) with a power of attorney; or

(xiii) that will be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required to be filed by the Company as an Exhibit to a Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities Act as if the Company was the registrant.

(b) Except as set forth in Section 3.16(b) of the Company Disclosure Schedules, with respect to each Company Material Contract: (i) such Company Material Contract is valid and binding and enforceable in all respects against the Group Company party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity); (ii) the consummation of the transactions contemplated by this Agreement will not affect the validity or enforceability of any Company Material Contract; (iii) no Group Company is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute a material breach or default by any Group Company, or permit termination or acceleration by the other party thereto, under such Company Material Contract; (iv) to the knowledge of the Company, no other party to such Company Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a material breach or default by such other party, or permit termination or acceleration by any Group Company, under such Company Material Contract; (v) no Group Company has received written or, to the knowledge of the Company, oral notice of an intention by any party to any such Company Material Contract that provides for a continuing obligation by any party thereto to terminate such Company Material Contract or amend the terms thereof, other than modifications in the ordinary course of business that do not adversely affect any Group Company in any material respect; and (vi) no Group Company has waived any material rights under any such Company Material Contract.

Section 3.17 Transactions with Related Persons. Except as set forth in Section 3.17 of the Company Disclosure Schedules, no Group Company nor any Company Related Party is presently, or since the Lookback Date, has been, a party to any Company Related Party Transaction. The assets of the Group Companies do not include any receivable or other obligation from a Company Related Party, and the liabilities of the Group Companies do not include any payable or other obligation or commitment to any Company Related Party.

Section 3.18 Compliance with International Trade and Anticorruption Laws.

(a) Since the Lookback Date, neither the Company nor, to the Company’s knowledge, any of its Representatives (acting on behalf of the Company), or any other Persons acting for or on behalf of any of the foregoing, is or has been, (i) a Person named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a Governmental Entity; (ii) located, organized or resident in a country or territory which is itself the subject of or target of comprehensive Sanctions and Export Control Laws (currently, Cuba, North Korea, Syria, Iran, and Crimea, the so-called Donetsk People’s Republic or Luhansk People’s Republic or Kherson or Zaporizhzhia regions of Ukraine); (iii) an entity fifty percent (50%) or more-owned or controlled (as defined under the relevant Sanctions and Export Control Laws), directly or indirectly, by one or more Persons described in clause (i) and/or (ii) such that the owned or controlled Person is subject to the same restrictions or prohibitions as such Person(s) set out in clause (i) or (ii); or (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i)—(iii), in each case in violation of Sanctions and Export Control Laws.

(b) Since the Lookback Date, neither the Company nor, to the Company knowledge, any of its Representatives (acting on behalf of the Company), or any other Persons acting for or on behalf of any of the foregoing has (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person; (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate for any improper purpose in violation of Anti-Corruption Laws or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment in violation of any Anti-Corruption Laws.

Section 3.19 Investment Company Act. No Group Company is an “investment company” that is required to register as an “investment company.” No Group Company is a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act of 1940, as amended.

Section 3.20 Information Supplied. None of the information supplied or to be supplied by or on behalf of the Group Companies in writing expressly for inclusion or incorporation by reference in (a) any Current Report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Entity (including the SEC) with respect to the transactions contemplated by this Agreement and the Ancillary Documents, (b) the Registration Statement/Proxy Statement or (c) the mailings or other distributions to the Pre-Closing M3 Holders with respect to the consummation of the transactions contemplated by this Agreement or the Ancillary Documents or in any amendment to any of documents identified in clauses (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by or on behalf of the Group Companies in writing expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no Group Company makes any representation, warranty or covenant with respect to any information supplied by or on behalf of M3 or any of its Affiliates.

Section 3.21 Investigation; No Other Representations.

(a) The Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, M3 and (ii) it has been furnished with or given access to such documents and information about M3 and its business and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

(b) In entering into this Agreement and the Ancillary Documents to which it is or will be a party, the Company has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of M3, any M3 Non-Party Affiliate or any other Person, either express or implied, and the Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which it is or will be a party, none of M3, any M3 Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Section 3.22 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO M3 OR ANY OF ITS REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 3, ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY DOCUMENTS, NONE OF THE COMPANY, ANY COMPANY NON-PARTY AFFILIATE OR ANY OTHER PERSON MAKES, AND THE COMPANY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF THE GROUP COMPANIES THAT HAVE BEEN MADE AVAILABLE TO M3 OR ANY OF ITS REPRESENTATIVES OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF THE GROUP COMPANIES BY THE MANAGEMENT OF THE COMPANY OR OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY DOCUMENTS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY M3 OR ANY M3 NON-PARTY AFFILIATE IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE 3, ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY DOCUMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY ANY GROUP COMPANY ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF ANY GROUP COMPANY, ANY COMPANY NON-PARTY AFFILIATE OR ANY OTHER PERSON, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY M3 OR ANY M3 NON-PARTY AFFILIATE IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES RELATING TO M3

Subject to Section 8.8, except as set forth on the M3 Disclosure Schedules, or except as set forth in any M3 SEC Reports (excluding any disclosures in any “risk factors” section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimers and other disclosures that are generally cautionary, predictive or forward-looking in nature, and excluding, for the avoidance of doubt, any content of such M3 SEC Reports that have been redacted or omitted pursuant to applicable Law), M3 hereby represents and warrants to the Company, as of the date of this Agreement and as of the Closing, as follows:

Section 4.1 Organization and Qualification.

(a) M3 is an exempted company duly incorporated, validly existing under the Laws of the Cayman Islands and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) in the Registrar of Companies in the Cayman Islands.

(b) M3 has the requisite exempted company, corporate or other applicable business entity power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted, except where the failure to have such power or authority would not have a M3 Material Adverse Effect. M3 is duly qualified or licensed to transact business and is in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) in the Registrar of Companies in the Cayman Islands and each other jurisdiction in which the property and assets owned, leased or operated by it, or the nature of the business conducted by it, makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not have a M3 Material Adverse Effect.

Section 4.2 Authority. M3 has the requisite exempted company, corporate or other similar power and authority to execute and deliver this Agreement and each of the Ancillary Documents to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Subject to the receipt of the M3 Shareholder Approval, the execution and delivery of this Agreement, the Ancillary Documents to which M3 is or will be a party and the consummation of the transactions contemplated hereby and thereby have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly authorized by all necessary exempted company, corporate or other similar action on the part of M3. This Agreement has been and each Ancillary Document to which M3 is or will be a party will be, upon execution thereof, duly and validly executed and delivered by M3 and constitutes or will constitute, upon execution thereof, as applicable, a valid, legal and binding agreement of M3 (assuming this Agreement has been and the Ancillary Documents to which M3 is or will be a party are or will be, upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party hereto or thereto, as applicable), enforceable against M3 in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

Section 4.3 Consents and Requisite Governmental Approvals; No Violations.

(a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of M3 with respect to M3’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings, if any, under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings and approvals required in connection with the Domestication, (iv) filing of the SPAC Certificate of Merger, or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have an M3 Material Adverse Effect.

(b) Neither the execution, delivery or performance by M3 of this Agreement nor the Ancillary Documents to which M3 is or will be a party nor the consummation by M3 of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Governing Documents of M3, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which M3 is a party, except for (A) such filings with and approvals of Nasdaq to permit the Pubco Common Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (B) the approvals and consents to be obtained by Pubco and the Merger Subs pursuant to Section 5.9, and (C) the M3 Shareholder Approval, (iii) violate, or constitute a breach under, any Order or applicable Law to which M3 or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties of M3, except in the case of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to have an M3 Material Adverse Effect.

Section 4.4 Brokers. Except for fees (including the amounts due and payable assuming the Closing occurs) set forth on Section 4.4 of the M3 Disclosure Schedules (which fees shall be the sole responsibility of M3), no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of M3 for which M3 has any obligation.

Section 4.5 Information Supplied. None of the information supplied or to be supplied by or on behalf of M3 in writing expressly for inclusion or incorporation by reference in (a) any Current Report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Entity (including the SEC) with respect to the transactions contemplated by this Agreement and the Ancillary Documents, (b) the Registration Statement/Proxy Statement or (c) the mailings or other distributions to Pre-Closing M3 Holders with respect to the consummation of the transactions contemplated by this Agreement or the Ancillary Documents or in any amendment to any of documents identified in clauses (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by or on behalf of M3 in writing expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, M3 makes no representation, warranty or covenant with respect to any information supplied by or on behalf of the Group Companies or any of their respective Affiliates.

Section 4.6 Capitalization of M3.

(a) The authorized share capital of M3 consists of 200,000,000 M3 Class A Ordinary Shares, 20,000,000 M3 Class B Ordinary Shares, and 1,000,000 M3 Preferred Shares. As of the date of this Agreement, (i) 28,750,000 M3 Class A Ordinary Shares are issued and outstanding, (ii) 7,187,500 M3 Class B Ordinary Shares are issued and outstanding, (iii) no M3 Preferred Shares are issued and outstanding, (iv) 8,337,500 M3 Private Warrants are issued and outstanding and (v) 14,375,000 M3 Public Warrants are issued and outstanding. All outstanding Equity Securities of M3 (except to the extent such concepts are not applicable under the applicable Law of M3’s jurisdiction of organization, incorporation or formation, as applicable, or other applicable Law) prior to the consummation of the Mergers have been duly authorized and validly issued and are fully paid and non-assessable. Such Equity Securities (x) were not issued in violation of the Governing Documents of M3 and (y) are not subject to any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person (other than transfer restrictions under applicable Securities Laws or under the Governing Documents of M3 or under this Agreement or the Ancillary Documents) and were not issued in violation of any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person.

(b) Except as expressly contemplated by this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, there are no (i) outstanding equity appreciation, phantom equity or profit participation rights or (ii) outstanding options, restricted stock, phantom stock, warrants (other than M3 Public Warrants and M3 Private Warrants), purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require M3, to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of M3 other than the M3 Shareholder Redemption.

(c) The Indebtedness of M3 is set forth on Section 4.6(c) of the M3 Disclosure Schedule.

(d) Since the Lookback Date, and except as contemplated by Section 2.1(a) and the Governing Documents of M3, M3 has not (i) declared or paid any distribution or dividend in respect of its Equity Securities or (ii) repurchased, redeemed or otherwise acquired any of its Equity Securities, and the M3 Board has not authorized any of the foregoing.

Section 4.7 SEC Filings. M3 has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “M3 SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional M3 SEC Reports”). Each of the M3 SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional M3 SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sarbanes-Oxley Act and any rules and regulations promulgated thereunder) applicable to the M3 SEC Reports or the Additional M3 SEC Reports (for purposes of the Additional M3 SEC Reports, assuming that the representation and warranty set forth in Section 3.15 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective effective dates (in the case of M3 SEC Reports and Additional M3 SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and their respective dates of filing with the SEC (in the case of all other M3 SEC Reports and Additional M3 SEC Reports), the M3 SEC Reports did not, and the Additional M3 SEC Reports will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional M3 SEC Reports, assuming that the representation and warranty set forth in Section 3.15 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the M3 SEC Reports.

Section 4.8 Trust Account. As of the date hereof, M3 has an amount in cash in the Trust Account equal to at least $ 297,000,000. The funds held in the Trust Account are held in trust pursuant to that certain Investment Management Trust Agreement, dated as of July 31, 2024 (the “Trust Agreement”), between M3 and Continental, as trustee (the “Trustee”). The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of SPAC, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity) and the Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. There are no Contracts, separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the M3 SEC Reports to be inaccurate in any material respect or that would entitle any Person to any portion of the funds in the Trust Account (other than (a) in respect of deferred underwriting commissions or Taxes, (b) the Pre-Closing M3 Holders who shall have elected to redeem their M3 Class A Ordinary Shares pursuant to the Governing Documents of M3 or (c) in the limited amounts (and solely to the extent necessary) to permit M3 to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of M3 in the event that M3 fails to complete a business combination within the allotted time period set forth in the Governing Documents of M3 and M3 liquidates the Trust Account, in each case, subject to the terms of the Trust Agreement. Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of M3 and the Trust Agreement. M3 has performed all obligations required to be performed by it to date under and is not in default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the knowledge of M3, no event has occurred which, with due notice or lapse of time or both, would constitute default thereunder. As of the date of this Agreement, there are no Proceedings pending, or to the knowledge of M3, threatened, with respect to the Trust Account. Since July 31, 2024, M3 has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated by this Agreement and the Ancillary Documents, including the distribution of assets from the Trust Account (i) in respect of deferred underwriting commissions or Taxes or (ii) to the Pre-Closing M3 Holders who have elected to redeem their M3 Class A Ordinary Shares pursuant to the Governing Documents of M3, each in accordance with the terms of and as set forth in the Trust Agreement, M3 shall have no further obligation under either the Trust Agreement or the Governing Documents of M3 to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Section 4.9 Transactions with Affiliates. Section 4.9 of the M3 Disclosure Schedules sets forth all Contracts between (a) M3, on the one hand, and (b) any officer, director, employee, partner, member, manager, direct or indirect equityholder (including the Sponsor) or Affiliate of either M3 or the Sponsor, on the other hand (each Person identified in this clause (b), a “M3 Related Party”), other than (i) Contracts with respect to a Pre-Closing M3 Holder’s or a holder of M3 Warrants’ status as a holder of M3 Shares or M3 Warrants, as applicable, and (ii) Contracts entered into after the date of this Agreement that are either required pursuant to Section 5.9 or entered into in accordance with Section 5.9. Except as set forth on Section 4.9 of the M3 Disclosure Schedules, no M3 Related Party (A) owns any interest in any material asset used in the business of M3, (B) possesses, directly or indirectly, any material financial interest in, or is a director or executive officer of, any Person which is a material client, supplier, customer, lessor or lessee of M3 or (C) owes any material amount to, or is owed any material amount by, M3. All Contracts, arrangements, understandings, interests and other matters that are required to be disclosed pursuant to this Section 4.9 are referred to herein as “M3 Related Party Transactions”.

Section 4.10 Litigation. As of the date of this Agreement, there is (and since the Lookback Date, there has been) no Proceeding pending or, to M3’s knowledge, threatened against M3 or its current or former officers or directors that, if adversely decided or resolved, would be material to M3, taken as a whole. None of M3 nor any of their respective properties or assets are subject to any material Order. As of the date of this Agreement, there are no material Proceedings by M3 pending against any other Person. Since the Lookback Date, none of the current or former officers, senior management or directors of M3 have been charged with, indicted for, arrested for, or convicted of any felony or any crime involving fraud.

Section 4.11 Compliance with Applicable Law. M3 is (and since the Lookback Date has been) in compliance with all applicable Laws, except as would not have a M3 Material Adverse Effect.

Section 4.12 Business Activities. Since the Lookback Date, M3 has not conducted any business activities other than activities (a) in connection with or incidental or related to its incorporation or continuing exempted company (or similar) existence, (b) directed toward the accomplishment of a business combination, including those incidental or related to or incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby or (c) those that are administrative, ministerial or otherwise immaterial in nature. Except as set forth in M3’s Governing Documents, there is no Contract binding upon M3 or to which M3 is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of it or its Subsidiaries, any acquisition of property by it or its Subsidiaries or the conduct of business by it or its Subsidiaries (including, in each case, following the Closing).

Section 4.13 Internal Controls; Listing; Financial Statements.

(a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of M3’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) M3 has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of M3’s financial reporting and the preparation of M3’s financial statements for external purposes in accordance with GAAP and (ii) M3 has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to M3 and other material information required to be disclosed by M3 in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to M3’s principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure. Such disclosure controls and procedures are effective in timely alerting M3’s principal executive officer and principal financial officer to material information required to be included in M3’s periodic reports required under the Exchange Act.

(b) There are no outstanding loans or other extensions of credit made by M3 to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of M3, in their capacity as such and M3 has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(c) Since its initial public offering, M3 has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding M3 Class A Ordinary Shares, M3 Warrants and M3 Units are registered pursuant to Section 12(b) of the Exchange Act and are listed on Nasdaq under the symbol “MBAV”, “MBAVW” and “MBAVU” respectively. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of M3, threatened against M3 by Nasdaq or the SEC with respect to any intention by such entity to deregister M3 Class A Ordinary Shares, M3 Warrants or M3 Units, as the case may be or prohibit or terminate the listing of M3 Class A Ordinary Shares, M3 Warrants or M3 Units, as the case may be on Nasdaq. M3 has not taken any action that is designed to terminate the registration any of the M3 Class A Ordinary Shares, M3 Warrants or M3 Units under the Exchange Act.

(d) The M3 SEC Reports contain true and complete copies of the applicable M3 Financial Statements. The M3 Financial Statements and notes (i) fairly present in all material respects the financial position, results of operations and cash flows of M3 as at the respective dates thereof, and the results of its operations, shareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited M3 Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).

(e) M3 has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for M3’s and its Subsidiaries’ assets. M3 maintains and, for all periods covered by the M3 Financial Statements, has maintained books and records of M3 in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of M3 in all material respects.

(f) Since the Lookback Date, (i) M3 has not received any written complaint, allegation, assertion or claim that there is (A) a “significant deficiency” in the internal controls over financial reporting of M3, (B) a “material weakness” in the internal controls over financial reporting of M3 or (C) fraud, whether or not material, that involves management or other employees of M3 who have a significant role in the internal controls over financial reporting of M3 and (ii) there have been no internal unresolved, material investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, the M3 Board or any committee thereof.

Section 4.14 No Undisclosed Liabilities. M3 does not have any Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP, except for the Liabilities (a) set forth in Section 4.14 of the M3 Disclosure Schedules, (b) incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby (it being understood and agreed that the expected third parties that are, as of the date hereof, entitled to fees, expenses or other payments in connection with the matters described in this clause (b) shall be set forth on Section 4.14 of the M3 Disclosure Schedules), (c) that are incurred in connection with or incidental or related to M3’s organization, incorporation or formation, as applicable, or continuing corporate (or similar) existence, in each case, which are immaterial in nature, (d) that are incurred in connection with activities that are administrative or ministerial, in each case, which are immaterial in nature, (e) that are either permitted pursuant to Section 5.10(d) or incurred in accordance with Section 5.10(d) (for the avoidance of doubt, in each case, with the written consent of the Company) or (f) set forth or disclosed in the M3 Financial Statements included in the M3 SEC Reports.

Section 4.15 Tax Matters.

(a) M3 has prepared and filed all material Tax Returns required to have been filed by it, all such Tax Returns are true and complete in all material respects and prepared in compliance in all material respects with all applicable Laws and Orders, and M3 has paid all material Taxes required to have been paid or deposited by it regardless of whether shown on a Tax Return.

(b) M3 has timely withheld and paid to the appropriate Tax Authority all material amounts required to have been withheld and paid in connection with amounts paid or owing to any employee, individual independent contractor, other service providers, equity interest holder or other third-party.

(c) M3 is not currently the subject of a Proceeding with respect to material Taxes. M3 has not been informed in writing of the commencement or anticipated commencement of any such Proceedings that has not been resolved or completed, in each case, with respect to material Taxes.

(d) M3 has not consented to extend or waive the time in which any material Tax may be assessed or collected by any Tax Authority, other than any such extensions or waivers that are no longer in effect or that were extensions of time to file Tax Returns obtained in the ordinary course of business, in each case with respect to material Taxes.

(e) No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Law with respect to Taxes), private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into or issued by any Tax Authority with respect to M3, which agreement or ruling would be effective after the Closing Date.

(f) M3 is not, nor has it ever been a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any corresponding or similar provision of state, local or non-U.S. income Law with respect to Taxes).

(g) Following Domestication, M3 is Tax resident only in its jurisdiction of organization, incorporation or formation, as applicable.

(h) M3 has not taken or agreed to take any action not contemplated by this Agreement or any Ancillary Documents that would reasonably be expected to prevent the Mergers or the Domestication from qualifying for the Intended Tax Treatment. To the knowledge of M3, no facts or circumstances exist, other than any facts or circumstances to the extent that such facts or circumstances exist or arise as a result of or related to any act or omission occurring after the signing date by a Group Company or a Company Shareholder or any of their respective Affiliates, in each case, occurring after the date of this Agreement and not contemplated by this Agreement or any of the Ancillary Documents, that would reasonably be expected to prevent the Mergers or the Domestication from qualifying for the Intended Tax Treatment.

Section 4.16 Compliance with International Trade & Anti-Corruption Laws

(a) Since the Lookback Date, neither M3 nor, to M3’s knowledge, any of its Representatives (acting on M3’s behalf), or any other Persons acting for or on behalf of any of the foregoing, is or has been, (i) a Person named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a Governmental Entity; (ii) located, organized or resident in a country or territory which is itself the subject of or target of comprehensive Sanctions and Export Control Laws (currently, Cuba, North Korea, Syria, Iran, and Crimea, the so-called Donetsk People’s Republic or Luhansk People’s Republic or Kherson or Zaporizhzhia regions of Ukraine); (iii) an entity fifty percent (50%) or more-owned or controlled (as defined under the relevant Sanctions and Export Control Laws, directly or indirectly, by one or more Persons described in clause (i) or (ii) such that the owned or controlled Person is subject to the same restrictions or prohibitions as such Person(s) set out in clause (i) or (ii); or (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i)—(iii), in each case in violation of Sanctions and Export Control Laws.

(b) Since the Lookback Date, neither M3 nor, to M3’s knowledge, any of its Representatives (acting on behalf of M3), or any other Persons acting for or on behalf of any of the foregoing has (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person; (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate for any improper purpose in violation of Anti-Corruption Laws or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment in violation of any Anti-Corruption Laws.

Section 4.17 Material Contracts.

(a) Except any Contract that is an exhibit to the M3 SEC Reports or described therein and other than this Agreement and the Ancillary Documents, there are no Contracts to which the M3 is a party or by which any of its properties or assets may be bound, subject or affected, which (i) creates or imposes a Liability greater than $100,000, (ii) may not be cancelled by the M3 on less than thirty (30) days’ prior notice without payment of a material penalty or termination fee, or (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of the M3 as its business is currently conducted, any acquisition of material property by the M3, or restricts in any material respect the ability of the M3 to engage in business as currently conducted by it or compete with any other Person (each, a “M3 Material Contract”).

(b) With respect to each M3 Material Contract: (i) the M3 Material Contract was entered into at arms’ length and in the ordinary course of business; (ii) the M3 Material Contract is legal, valid, binding and enforceable in all material respects against the M3 and, to the knowledge of the M3, the other parties thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions); (iii) the M3 is not in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default in any material respect by the M3, or permit termination or acceleration by the other party, under such M3 Material Contract; and (iv) to the knowledge of the M3, no other party to any M3 Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such other party, or permit termination or acceleration by the M3 under any M3 Material Contract.

Section 4.18 Transactions with Related Persons. Except for equity ownership or any Contract that is an exhibit to the M3 SEC Reports or described therein, M3 is not presently, or since the Lookback Date, has not been, a party to any M3 Related Party Transaction. The assets of M3 do not include any receivable or other obligation from a M3 Related Party, and the liabilities of the M3 do not include any payable or other obligation or commitment to any M3 Related Party.

Section 4.19 Investment Company Act. M3 is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, or required to register as an “investment company”, in each case within the meaning of the Investment Company Act of 1940.

Section 4.20 Investigation; No Other Representations

(a) M3, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

(b) In entering into this Agreement and the Ancillary Documents to which it is or will be a party, M3 has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Article 3 and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of the Company, any Company Non-Party Affiliate or any other Person, either express or implied, and M3, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Article 3 and in the Ancillary Documents to which it is or will be a party, none of the Company, any Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Section 4.21 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE COMPANY OR ANY OF ITS REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 4, ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING AND THE ANCILLARY DOCUMENTS, NONE OF M3, ANY M3 NON-PARTY AFFILIATE OR ANY OTHER PERSON MAKES, AND M3 EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF M3 THAT HAVE BEEN MADE AVAILABLE TO THE COMPANY OR ANY OF ITS REPRESENTATIVES OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF M3 BY OR ON BEHALF OF THE MANAGEMENT OF M3 OR OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY DOCUMENTS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY THE COMPANY OR ANY COMPANY NON-PARTY AFFILIATE IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 4, ANY CERTIFICATES REQUIRED TO BE DELIVERED IN CONNECTION WITH THE CLOSING OR THE ANCILLARY DOCUMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING, BUT NOT LIMITED TO, ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY OR ON BEHALF OF M3 ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF M3, ANY M3 NON-PARTY AFFILIATE OR ANY OTHER PERSON, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY THE COMPANY OR ANY COMPANY NON-PARTY AFFILIATE IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

ARTICLE 5 COVENANTS

Section 5.1 Conduct of Business of the Company.

(a) From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall, and shall cause the other Group Companies to, except as expressly contemplated by this Agreement or any Ancillary Document (including changes to Governing Documents of the Group Companies contemplated by this Agreement), as required by applicable Law, as set forth on Section 5.1(a) or Section 5.1(b) of the Company Disclosure Schedules, or as consented to in writing by M3 (it being agreed that any request for a consent shall not be unreasonably withheld, conditioned or delayed), (i) operate the business of the Group Companies in the ordinary course in all material respects, (ii) use commercially reasonable efforts to maintain and preserve intact in all material respects the business organization, assets, properties and material business relations and goodwill of the Group Companies, taken as a whole and (iii) use commercially reasonable efforts to maintain all insurance policies of the Group Companies, or substitutes therefor.

(b) Without limiting the generality of the foregoing, from and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall, and shall cause the other Group Companies to, except as expressly contemplated by this Agreement or any Ancillary Document, as required by applicable Law, as set forth on Section 5.1(b) of the Company Disclosure Schedules or as consented to in writing by M3 (such consent, other than in the case of Section 5.1(b)(i), Section 5.1(b)(ii), Section 5.1(b)(iv), Section 5.1(b)(xi), Section 5.1(b)(xiv), or Section 5.1(b)(xvi) (to the extent related to any of the foregoing), not to be unreasonably withheld, conditioned or delayed), not do any of the following:

(i) (A) declare, set aside, make or pay a dividend on, or make any other distribution or payment in respect of, any Equity Securities of any Group Company, (B) repurchase or redeem any outstanding Equity Securities of any Group Company or (C) split, subdivide, combine, consolidate, recapitalize or reclassify any Equity Securities of any Group Company;

(ii) (A) merge, consolidate, combine or amalgamate any Group Company with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business entity or organization or division thereof;

(iii) adopt any amendments, supplements, restatements or modifications to any Group Company’s Governing Documents, except as required by Section 5.21;

(iv) (A) sell, assign, abandon, lease, license or otherwise dispose of any material assets or material properties of any Group Company or (B) create, subject to or incur any Lien on any assets or properties of any Group Company;

(v) transfer, issue, sell, grant, pledge or otherwise directly or indirectly dispose of, or subject to a Lien, (A) any Equity Securities of any Group Company except as required in accordance with the Equity PIPE Subscription Agreements or (B) any options, warrants, rights of conversion or other rights, agreements, arrangements or commitments obligating any Group Company to issue, deliver or sell any Equity Securities of any Group Company except as required in accordance with the Convertible Notes Subscription Agreements;

(vi) incur, create or assume any Indebtedness, except as required in accordance with the Convertible Notes Subscription Agreements;

(vii) make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any Person, other than intercompany loans, guarantees or capital contributions between the Company and any of its wholly owned Subsidiaries;

(viii) (A) hire, engage, retain or otherwise employ any employees or independent contractors or (B) adopt or enter into any Employee Benefit Plan or any benefit or compensation plan, policy, program or Contract that would be an Employee Benefit Plan in respect thereof, except, in each case, entry into employment Contracts consistent with previously disclosed offer letters and adoption of the Pubco Incentive Plan; (ix) make, change or revoke any material election concerning Taxes, enter into any material closing (or similar) agreement, settle or compromise any material Proceeding with respect to Taxes, or consent to any extension or waiver of the limitation period applicable to or relating to any material Proceeding with respect to Taxes, other than any such extension or waiver that is obtained in the ordinary course of business;

(x) enter into any settlement, conciliation or similar Contract the performance of which would involve the payment by the Group Companies in excess of $100,000, in the aggregate, or that imposes, or by its terms will impose at any point in the future, any material, non-monetary obligations on any Group Company (or M3 or any of its Affiliates after the Closing);

(xi) authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving any Group Company;

(xii) change any Group Company’s methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards;

(xiii) enter into any Contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement or any Ancillary Document;

(xiv) enter into any new line of business outside of the business currently conducted by the Group Companies as of the date hereof (it being understood that this Section 5.1(b)(xiv) shall not restrict the Company from extending its business into new geographies);

(xv) terminate, or waive or assign any material right under, any Contract or enter into any Contract that would be a Company Material Contract, in any case outside of the ordinary course of business consistent with past practice other than the Administrative Services Agreement;

(xvi) enter into, renew, modify or revise any Company Related Party Transaction (or any Contract or agreement that if entered into prior to the execution and delivery of this Agreement would be a Company Related Party Transaction) other than the Administrative Services Agreement ;

(xvii) enter into any Contract, understanding or arrangement with respect to the voting of Equity Securities of the Company;

(xviii) take any action, or knowingly fail to take any action, which action or failure to act would reasonably be expected to (A) prevent or impede the transactions contemplated by this Agreement or any Ancillary Document from qualifying for the Intended Tax Treatment or (B) delay or impair the obtaining of any Consents of any Governmental Entity to be obtained in connection with this Agreement; (xix) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Company Related Party; or

(xx) enter into any Contract to take, or cause to be taken, any of the actions set forth in this Section 5.1(b).

Notwithstanding anything in this Section 5.1 or this Agreement to the contrary, nothing set forth in this Agreement shall give M3, directly or indirectly, the right to control or direct the operations of the Group Companies prior to the Closing.

Section 5.2 Efforts to Consummate; Litigation.

(a) Subject to the terms and conditions herein provided, each of the Parties shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the transactions contemplated by this Agreement and the Ancillary Documents (including the satisfaction, but not waiver, of the closing conditions set forth in Article 6 and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement, to execute and deliver such Ancillary Document when required pursuant to this Agreement). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any Consents of any Governmental Entities or other Persons necessary, proper or advisable to consummate the transactions contemplated by this Agreement and the Ancillary Documents. Each of the Company and M3 shall pay fifty percent (50%) of the HSR Act filing fee, if any such filing is determined to be required; provided, further, that each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of such HSR Act filing, if any is determined to be required. Each Party shall (i) make any appropriate filings pursuant to the HSR Act with respect to the transactions contemplated by this Agreement following the date of this Agreement, and (ii) respond as promptly as reasonably practicable to any requests by any Governmental Entity for additional information and documentary material that may be requested pursuant to the HSR Act. Each Party shall promptly inform the other Parties of any communication between such Party, on the one hand, and any Governmental Entity, on the other hand regarding any of the transactions contemplated by this Agreement or any Ancillary Document. Without limiting the foregoing, each Party and their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated hereby or by the Ancillary Documents, except with the prior written consent of M3 and the Company.

(b) From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, each Party shall give the other Parties’ counsel a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Entity relating to the transactions contemplated by this Agreement or the Ancillary Documents. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone with any Governmental Entity in connection with the transactions contemplated by this Agreement or the Ancillary Documents unless it consults with the other Parties in advance and gives the other Parties (to the extent not prohibited by such Governmental Entity) the opportunity to attend and participate in such meeting or discussion; provided that in the event a Party’s Representative is prohibited from participating in or attending any meetings or discussions, the other Party shall keep such prohibited Party promptly and reasonably apprised with respect thereto. M3 and the Company shall each use reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated by this Agreement or the Ancillary Documents, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Entity.

(c) From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, each Party shall notify the other Parties in writing promptly after learning of any shareholder demands or other shareholder Proceedings (including derivative claims) relating to this Agreement, any Ancillary Document or any matters relating thereto (collectively, the “Transaction Litigation”) commenced against such Party or any of its Representatives (in their capacity as a representative of such Party). Each Party shall each (i) keep the other Parties reasonably informed regarding any Transaction Litigation, (ii) give the other Parties the opportunity to, at their own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other Parties in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other Parties’ advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with the other Parties. Notwithstanding the foregoing, M3 shall, subject to and without limiting the covenants and agreements, and the rights of the Company, set forth in the immediately preceding sentence, control the negotiation, defense and settlement of any such Transaction Litigation brought against M3 or any of its Representatives, and the Company shall, subject to and without limiting the covenants and agreements, and the rights of M3, set forth in the immediately preceding sentence, control the negotiation, defense and settlement of any such Transaction Litigation brought against the Company, any Group Company or any of their respective Representatives; provided, however, that until the earlier of the Closing or termination of this Agreement in accordance with its terms, the prohibitions set forth in (A) Section 5.1(b)(x) shall apply to any Transaction Litigation brought against the Company, any Group Company or any of their respective Representatives and (B) Section 5.10(j) shall apply to any Transaction Litigation brought against M3 or any of its Representatives.

Section 5.3 Confidentiality and Access to Information.

(a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby and the Ancillary Documents is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference and under which each Group Company and M3 agree to be bound; provided, that notwithstanding anything to the contrary in the Confidentiality Agreement each Party hereby acknowledges and agrees that the Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby or hereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict.

(b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall provide, or cause to be provided, to M3 and its Representatives (x) upon reasonable advance written notice, during normal business hours reasonable access to the properties, projects, directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies) and (y) with complete copies of all internal financial reports of the Company and its Subsidiaries prepared by the Company in the ordinary course of business promptly after completion of such reports. Notwithstanding the foregoing, none of the Group Companies shall be required to provide to M3 or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law, and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law) or (ii) if any Group Company, on the one hand, and M3, any M3 Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a Proceeding and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

(c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, M3 shall provide, or cause to be provided, to the Company and its Representatives during normal business hours reasonable access to the directors, officers, books and records of M3 (in a manner so as to not interfere with the normal business operations of M3). Notwithstanding the foregoing, M3 shall not be required to provide, or cause to be provided to, the Company or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which M3 is subject, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of M3 with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to M3 under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), M3 shall use commercially reasonable efforts to (I) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (II) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law) or (ii) if M3, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a Proceeding and such information is reasonably pertinent thereto; provided that M3 shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Section 5.4 Public Announcements.

(a) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, subject to Section 5.4(b), Section 5.7 and Section 5.8, none of the Parties or any of their respective Representatives shall issue any press releases or make any public announcements with respect to this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby without the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the other Parties; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law, in which case the disclosing Party and its Representatives shall use reasonable best efforts to consult with the other Parties, to allow the other Parties reasonable time to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 5.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, the Parties agree that the Sponsor and its Representatives may provide general information about the subject matter of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby to any direct or indirect current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities; provided that the recipients of such information are subject to customary confidentiality obligations prior to the receipt of such information.

(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, M3 shall file a Current Report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company and its Representatives shall review, comment upon and approve by no later than the second (2nd) Business Day following the date of this Agreement and shall not be unreasonably withheld, conditioned or delayed; provided that M3 provides the Company and its Representatives with a reasonable period of time to complete such review, comment and approval prior thereto. The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated hereby and the Ancillary Documents (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, Pubco shall file a Current Report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Entity or other third party in connection with the transactions contemplated hereby and the Ancillary Documents, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby and the Ancillary Documents, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/or any Governmental Entity in connection with the transactions contemplated hereby and the Ancillary Documents. Furthermore, nothing contained in this Section 5.4(b) shall prevent the Sponsor, M3, the Company or any of their respective Representatives from furnishing customary or other reasonable information concerning the transactions contemplated hereby or the Ancillary Documents to their respective investors and prospective investors that is substantively consistent with public statements previously consented to by the other Parties in accordance with this Section 5.4(b).

Section 5.5 Tax Matters.

(a) Tax Treatment.

(i) M3 shall (and shall cause its Affiliates to) use commercially reasonable efforts to cause the Domestication and each Party shall (and shall cause its respective Affiliates to) use commercially reasonable efforts to cause the Equity PIPE and the Mergers, in each case, to qualify for applicable Intended Tax Treatment. The Parties shall file all Tax Returns consistent with, and take no position inconsistent with (whether in audits, Tax Returns or otherwise), the applicable Intended Tax Treatment unless required to do so pursuant to a “determination” that is final within the meaning of Section 1313(a) of the Code.

(ii) The Parties shall not, and shall not permit or cause their respective Affiliates to, take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede (A) the Equity PIPE and the Mergers, collectively (in the case that the Equity PIPE Investors make a private investment in Pubco Class A Common Shares) or separately (in the case that the Equity PIPE Investors make a private investment in common stock of the Company) qualifying for the Equity PIPE-Mergers Intended Tax Treatment and (B) in the case of M3, the Domestication qualifying for the Domestication Intended Tax Treatment.

(iii) If, in connection with the preparation and filing of the Registration Statement/Proxy Statement, the SEC requests or requires that tax opinions be prepared and submitted, M3 and the Company shall deliver to M3 Counsel customary Tax representation letters with respect to the Mergers satisfactory to its counsel, dated and executed as of the date the Registration Statement/Proxy Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Registration Statement/Proxy Statement, and, if required, M3 shall request M3 Counsel to furnish an opinion, subject to customary assumptions and limitations, to the effect that (A) the Domestication Intended Tax Treatment should apply to the Domestication and (B) the Equity PIPE-Mergers Intended Tax Treatment should apply to the Equity PIPE and the Mergers (either collectively or separately).

(iv) In connection with M3 Counsel’s preparation and delivery of the tax opinion to the Company pursuant to Section 6.3(f), M3, with respect to the Domestication, the Equity PIPE and the Mergers, and the Company, with respect to the Equity PIPE and the Mergers, shall deliver to M3 Counsel customary Tax representation letters reasonably satisfactory to M3 Counsel, dated and executed as of the Closing Date and such other date(s) as determined reasonably necessary by M3 Counsel in connection with such tax opinion.

(b) Tax Matters Cooperation. Each of the Parties shall (and shall cause their respective Affiliates to) cooperate fully, as and to the extent reasonably requested by another Party, in connection with the filing of relevant Tax Returns, and any Proceeding with respect to Taxes. Such cooperation shall include the reasonable retention and (upon the other Party’s reasonable request) the provision (with the right to make copies) of records and information reasonably relevant to any Proceeding with respect to Taxes, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and making available to the Pre-Closing M3 Holders information reasonably necessary to compute any income of any such holder (or its direct or indirect owners) arising (i) if applicable, as a result of M3’s status as a “passive foreign investment company” within the meaning of Section 1297(a) of the Code or a “controlled foreign corporation” within the meaning of Section 957(a) of the Code for any taxable period ending on or prior to the Closing, including timely providing (A) a PFIC Annual Information Statement to enable such holders to make a “Qualifying Electing Fund” election under Section 1295 of the Code for such taxable period, and (B) information to enable applicable holders to report their allocable share of “subpart F income” under Section 951 of the Code for such taxable period, and (ii) under Section 367(b) of the Code and the Treasury Regulations promulgated thereunder as a result of the Domestication.

(c) M3 Taxable Year. The Parties agree to treat the taxable year of M3 as ending on December 31 for U.S. federal income Tax purposes.

(d) Transfer Taxes. The Company Surviving Subsidiary shall be responsible for any sales, use, real property transfer, stamp or other similar transfer Taxes imposed in connection with the Domestication and the Mergers.

Section 5.6 Exclusive Dealing.

(a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, in order to induce the other Parties to continue to commit to expend management time and financial resources in furtherance of the transactions contemplated hereby and the Ancillary Documents, no Party shall, and each shall cause its Representatives to not, without the prior written consent of the other Parties, directly or indirectly, (i) solicit, seek, entertain, encourage (including by means of furnishing or disclosing or disclosing information), endorse, recommend, accept, assist, initiate, continue or facilitate the making, submission or announcement of, or intentionally encourage, any Acquisition Proposal, (ii) furnish any non-public information regarding such Party or its Affiliates or their respective businesses, operations, assets, Liabilities, financial condition, prospects or employees to any Person or group (other than a Party to this Agreement or their respective Representatives) in connection with or in response to an Acquisition Proposal, (iii) engage or participate in discussions or negotiations with any Person or group with respect to, or that is intended or could reasonably be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into any letter of intent, term sheet, Contract, agreement in principle, acquisition agreement or other similar agreement or understanding related to any Acquisition Proposal, or (vi) release any third Person from, or waive any provision of, any confidentiality agreement to which such Party is a party.

(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, (i) each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) orally and in writing of the receipt by such Party or any of its Representatives of (A) any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations that could reasonably be expected to result in an Acquisition Proposal, and (B) any request for non-public information relating to such Party or its Affiliates, specifying in each case, the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral) and the identity of the party making such inquiry, proposal, offer or request for information, subject to applicable confidentiality restrictions. Each Party shall keep the others promptly informed of the status of any such inquiries, proposals, offers or requests for information and (ii) each Party shall, and shall cause its Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any Person with respect to any Acquisition Proposal and shall, and shall direct its Representatives to, cease and terminate any such solicitations, discussions or negotiations.

Section 5.7 Preparation of Registration Statement/Proxy Statement. As promptly as reasonably practicable following the date of this Agreement, Pubco, M3 and the Company shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either M3 or the Company, as applicable), and Pubco shall file (or confidentially submit) with the SEC, the Registration Statement/Proxy Statement in connection with the registration under the Securities Act of the shares of Pubco Class A Common Shares, Pubco Public Warrants and the Pubco Class A Common Shares underlying such warrants to be issued under this Agreement to the holders of M3 Common Shares and Company Common Shares and, subject to the provisions of the Equity PIPE Subscription Agreements, the Pubco Class A Common Shares and warrants to be issued to the Equity PIPE Investors (it being understood that the Registration Statement/Proxy Statement shall include a proxy statement of M3 which will be included therein as a prospectus of Pubco and which will be used for the M3 Shareholders Meeting to adopt and approve (as applicable) the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by M3’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and Nasdaq). Each of Pubco, M3 and the Company shall use its reasonable best efforts to (a) cause the Registration Statement/Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements (audited and unaudited) of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement/Proxy Statement under Securities Laws or in response to any comments from the SEC and to cause the Group Companies’ independent auditor to deliver the required audit opinions and consents); (b) promptly notify the others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement/Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after “cleared” comments from the SEC; and (d) keep the Registration Statement/Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement or the Ancillary Documents. M3, on the one hand, and the Company, on the other hand, shall promptly furnish, or cause to be furnished, to the other and Pubco all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for inclusion in any other statement, filing, notice or application made by or on behalf of Pubco to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement/Proxy Statement, then (i) such Party shall promptly inform the other Party; (ii) such Parties shall prepare and mutually agree upon with the other Party (such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement/Proxy Statement; (iii) Pubco shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Pre-Closing M3 Holders. Pubco shall as promptly as reasonably practicable advise the Company of the time of effectiveness of the Registration Statement/Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Pubco Shares for offering or sale in any jurisdiction, and each of Pubco, M3 and the Company shall each use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement/Proxy Statement will, at the time the Registration Statement/Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

Section 5.8 M3 Shareholder Approval. As promptly as reasonably practicable following the time at which the Registration Statement/Proxy Statement is declared effective under the Securities Act, M3 shall (a) duly give notice of and (b) use reasonable best efforts to duly convene and hold an extraordinary general meeting of its shareholders (the “M3 Shareholders Meeting”) in accordance with the Governing Documents of M3, for the purposes of obtaining the M3 Shareholder Approval and, if applicable, any approvals related thereto and providing its shareholders with the opportunity to elect to effect an M3 Shareholder Redemption. M3 shall, through unanimous approval of its board of directors, recommend to its shareholders (being all of the shareholders of M3 voting as a single class or the holders of the M3 Class B Ordinary Shares (as applicable)) (the “M3 Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby and thereby (the “Business Combination Proposal”); (ii) an amendment to the Governing Documents of M3, to be implemented in connection with the Domestication, consistent with the terms set forth in Exhibit G (the “Interim Charter Proposal”); (iii) the approval of the Domestication (the “Domestication Proposal”); (iv) the approval of the SPAC Merger (the “Merger Proposal”); (v) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement/Proxy Statement or in correspondence related thereto; (vi) the adoption and approval of each other proposal reasonably agreed to by M3 and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; (vii) such other matters (or, to the extent applicable, excluding such approval matters) as M3, the Company and Pubco shall hereafter mutually determine to be necessary or appropriate in order to effect the Mergers and the other transactions contemplated by this Agreement, and (viii) the adoption and approval of a proposal for the adjournment of the M3 Shareholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in clauses (i) through (viii) together, the “Transaction Proposals”); provided, that M3 may postpone or adjourn the M3 Shareholders Meeting (A) to solicit additional proxies for the purpose of obtaining the M3 Shareholder Approval, (B) for the absence of a quorum, or (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that M3 has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Pre-Closing M3 Holders prior to the M3 Shareholders Meeting; provided that, without the consent of the Company, in no event shall M3 adjourn the M3 Shareholders Meeting for more than fifteen (15) Business Days later than the originally scheduled extraordinary general meeting or the most recently adjourned meeting or to a date that is beyond the Termination Date. M3 agrees that if the Required M3 Shareholder Approval shall not have been obtained at the Extraordinary General Meeting, then M3 shall promptly continue to take all such reasonably necessary actions, including the actions required by this Section 5.8, and hold additional Extraordinary General Meetings in order to obtain the Required M3 Shareholder Approval. The M3 Board Recommendation contemplated by the preceding sentence shall be included in the Registration Statement/Proxy Statement. Except as otherwise required by applicable Law, including if the failure to change, qualify, withdraw or otherwise modify the M3 Board Recommendation (a “Change in Recommendation”) would be inconsistent with the directors’ fiduciary duties under applicable Law, in which case, the M3 Board may make such a Change in Recommendation, M3 covenants that none of the M3 Board or M3 nor any committee of the M3 Board shall change, qualify, withdraw or modify, or propose publicly or by formal action of the M3 Board, any committee of the M3 Board or M3 to change, qualify, withdraw or modify, in a manner adverse to the Company, the M3 Board Recommendation or any other recommendation by the M3 Board or M3 of the proposals set forth in the Registration Statement/Proxy Statement; provided that prior to any Change in Recommendation, (W) the Company shall have received written notice from M3 of M3’s intention to make a Change in Recommendation at least five (5) Business Days prior to the taking of such action (the “Change in Recommendation Notice Period”), which shall specify in reasonable detail the facts and circumstances providing the basis for the determination by the M3 Board to effect such Change in Recommendation (the “Basis”), (X) during the Change in Recommendation Notice Period and prior to making a Change in Recommendation, if requested by the Company, M3 and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company to the terms and conditions of this Agreement or the Ancillary Documents, as the case may be, as would enable the M3 Board to proceed with its recommendation of this Agreement and the transactions contemplated hereby and the Ancillary Documents and not make such Change in Recommendation, (Y) the M3 and its Representatives shall have provided to the Company and its Representatives all applicable information with respect to such Basis reasonably requested by the Company to permit the Company to propose revisions to the terms of this Agreement or the Ancillary Documents, as the case may be and (Z) if the Company requested negotiations in accordance with the foregoing sub-clause (Y), the M3 Board may make a Change in Recommendation only if the M3 Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement or the Ancillary Documents, as the case may be, that the Company shall have, prior to the expiration of the Change in Recommendation Notice Period, offered in writing in a manner that would form a binding contract if accepted by M3 (and the other applicable Parties), continues to determine in good faith, based on the opinion of outside counsel, that failure to make a Change in Recommendation would be a breach of its fiduciary duties to the M3 shareholders under applicable Law. Notwithstanding anything to the contrary contained in this Agreement, during a Change in Recommendation Notice Period, the obligations of M3 and the M3 Board to make filings with the SEC with respect to the proposals contemplated herein, to give notice for or to convene a meeting, or to make a recommendation, shall be tolled to the extent reasonably necessary until such time as M3 has filed an update to the Registration Statement/Proxy Statement with the SEC (which M3 shall file as promptly as practicable after the Change in Recommendation), and in the event a filing or notice for a meeting was made prior to the Change in Recommendation Notice Period, M3 shall be permitted to adjourn such meeting and to amend such filing as necessary in order to provide sufficient time for the M3 shareholders to consider any revised recommendation.

Section 5.9 Pubco and the Merger Subs Shareholder Approval. As promptly as reasonably practicable (and in any event within two (2) Business Days) following the date of this Agreement, the Company, as the sole shareholder of Pubco, will approve and adopt this Agreement, the Ancillary Documents to which Pubco is or will be a party and the transactions contemplated hereby and thereby (including the Mergers). As promptly as reasonably practicable (and in any event within two (2) Business Days) following the date of this Agreement, Pubco, as the sole shareholder of each of SPAC Merger Sub and Company Merger Sub, will approve and adopt this Agreement, the Ancillary Documents to which each of SPAC Merger Sub and Company Merger Sub is or will be a party and the transactions contemplated hereby and thereby (including the Mergers).

Section 5.10 Conduct of Business of M3. From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, M3 shall not, and shall cause its Subsidiaries not to, as applicable, except as expressly required by this Agreement or any Ancillary Document (including changes to Governing Documents of M3 contemplated by this Agreement), as required by applicable Law, as set forth on Section 5.10 of the M3 Disclosure Schedules or as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed), do any of the following:

(a) adopt any amendments, supplements, restatements or modifications to, or waive any provisions of, the Trust Agreement, Warrant Agreement or the Governing Documents of M3 or any of its Subsidiaries;

(b) declare, set aside, make or pay a dividend on, or make any other distribution or payment in respect of, any Equity Securities of M3 or any of its Subsidiaries, or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any outstanding Equity Securities of M3 (other than redemptions from the Trust Account that are required pursuant to M3’s Governing Documents);

(c) split, subdivide, combine, consolidate or reclassify any of its share capital or capital stock or other Equity Securities or issue any other security in respect of, in lieu of or in substitution for shares or shares of its capital stock;

(d) incur, create or assume any Indebtedness or other Liability;

(e) make any loans or advances to, or capital contributions in, any other Person;

(f) issue any Equity Securities of M3 or grant any additional options, warrants or stock appreciation rights with respect to Equity Securities of the foregoing of M3;

(g) enter into, renew, modify or revise any M3 Related Party Transaction (or any Contract or agreement that if entered into prior to the execution and delivery of this Agreement would be a M3 Related Party Transaction), other than (x) loans made by the Sponsor to M3 and (y) issuances of M3 Warrants to the Sponsor for repayment of loans made by the Sponsor to M3;

(h) enter into any new line of business outside of the business currently conducted by M3 as of the date hereof; (i) make, change or revoke any material election concerning Taxes, enter into any material closing (or similar) agreement, settle or compromise any material Proceeding with respect to Taxes, or consent to any extension or waiver of the limitation period applicable to or relating to any material Proceeding with respect to Taxes, other than any such extension or waiver that is obtained in the ordinary course of business;

(j) enter into any settlement, conciliation or similar Contract the performance of which would involve the payment by M3 in excess of $100,000, in the aggregate, or that imposes, or by its terms will impose at any point in the future, any material, non-monetary obligations on M3 or any Group Company;

(k) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution;

(l) enter into any Contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement or any Ancillary Document;

(m) take any action, or knowingly fail to take any action, which action or failure to act would reasonably be expected to prevent or impede the transactions contemplated by this Agreement or the Ancillary Documents from qualifying for the Intended Tax Treatment; or

(n) enter into any Contract to take, or cause to be taken, any of the actions set forth in this Section 5.10.

Notwithstanding anything in this Section 5.10 or this Agreement to the contrary, (i) nothing set forth in this Agreement shall give the Company, directly or indirectly, the right to control or direct the operations of M3 and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, M3 from using the funds held by M3 outside the Trust Account to pay any M3 Expenses or M3 Liabilities or from otherwise distributing or paying over any funds held by M3 outside the Trust Account to the Sponsor or any of its Affiliates, in each case, prior to the Closing.

Section 5.11 Nasdaq Listing. Each of the Company and M3 shall take all actions necessary or reasonably necessary to cause: (a) Pubco’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement and the Ancillary Documents to be approved; (b) M3 to satisfy all applicable continuing listing requirements of Nasdaq and Pubco to satisfy all applicable initial listing requirements of Nasdaq; and (c) the Pubco Common Shares issuable in accordance with this Agreement and the Ancillary Documents, including the Domestication and the Mergers, to be approved for listing on Nasdaq (and the Group Companies shall reasonably cooperate in connection therewith), subject to official notice of issuance, in each case, as promptly as reasonably practicable after the date of this Agreement, and in any event prior to the Company Merger Effective Time. For the avoidance of doubt, no amendments, supplements, restatements or modifications to the Trust Agreement, Warrant Agreement or the Governing Documents of M3 that are adverse to M3, the Sponsor or Sponsor’s Affiliates in any material respect shall be required for M3 to satisfy the conditions set forth in this Section 5.11.

Section 5.12 Trust Account. Upon satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article 6 and provision of notice thereof to the Trustee, (a) at the Closing, M3 shall (i) cause the documents, certificates and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and (ii) make all appropriate arrangements to cause the Trustee to (x) pay as and when due all amounts, if any, payable to M3’s public shareholders, including overallotment shares acquired by M3’s underwriters, (the “Public Shareholders”) pursuant to the M3 Shareholder Redemption, (x) pay the amounts due to the underwriters of M3’s initial public offering for their deferred underwriting commissions as set forth in the Trust Agreement, if applicable, and (y) immediately thereafter, pay all remaining amounts then available in the Trust Account to M3 in accordance with the Trust Agreement, and (b) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Section 5.13 Company Shareholder Approval; Lock-Up Agreement. As promptly as reasonably practicable (and in any event within two (2) Business Days) following the time at which the Registration Statement/Proxy Statement is declared effective under the Securities Act, the Company shall obtain and deliver to M3 (i) a true and correct copy of a written consent (in form and substance reasonably satisfactory to M3) approving this Agreement, the Ancillary Documents to which the Company is or will be a party and the transactions contemplated hereby and thereby (including the Company Merger) that is duly executed by MI7, as the sole shareholder of the Company (the “Company Shareholder Written Consent”), and (ii) a lock-up agreement in substantially the form attached hereto as Exhibit C (the “Lock-Up Agreement”) pursuant to which, among other things, MI7 shall agree to certain restrictions on the transfer of the Pubco Shares it shall hold from and after the Closing. The Company, through its board of directors, shall recommend to the holders of Company Common Shares the approval and adoption of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby (including the Company Merger).

Section 5.14 M3 Indemnification; Directors’ and Officers’ Insurance.

(a) Each Party agrees that (i) all rights to indemnification or exculpation now existing in favor of the directors and officers of M3, as provided in M3’s Governing Documents or otherwise in effect as of immediately prior to the SPAC Merger Effective Time, in either case, solely with respect to any matters occurring on or prior to the SPAC Merger Effective Time shall survive the transactions contemplated by this Agreement and the Ancillary Documents and shall continue in full force and effect from and after the SPAC Merger Effective Time for a period of six (6) years and (ii) Pubco will perform and discharge, or cause to be performed and discharged, all obligations to provide such indemnity and exculpation during such six (6)-year period. To the maximum extent permitted by applicable Law, during such six (6)-year period, Pubco shall advance, or caused to be advanced, expenses in connection with such indemnification as provided in M3’s Governing Documents or other applicable agreements as in effect immediately prior to the SPAC Merger Effective Time. The indemnification and liability limitation or exculpation provisions of Pubco’s Governing Documents shall not, during such six (6)-year period, be amended, repealed or otherwise modified after the SPAC Merger Effective Time in any manner that would materially and adversely affect the rights thereunder of individuals who, as of immediately prior to the SPAC Merger Effective Time, or at any time prior to such time, were directors or officers of M3 (the “M3 D&O Persons”) entitled to be so indemnified, have their liability limited or be exculpated with respect to any matters occurring on or prior to the SPAC Merger Effective Time and relating to the fact that such M3 D&O Person was a director or officer of M3 immediately prior to the SPAC Merger Effective Time, unless such amendment, repeal or other modification is required by applicable Law.

(b) M3 shall not have any obligation under this Section 5.14 to any M3 D&O Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such M3 D&O Person in the manner contemplated hereby is prohibited by applicable Law.

(c) For a period of six (6) years after the SPAC Merger Effective Time, Pubco shall maintain, without any lapses in coverage, directors’ and officers’ liability insurance for the benefit of those Persons who are currently covered by any comparable insurance policies of M3 as of the date of this Agreement with respect to matters occurring on or prior to the SPAC Merger Effective Time. Such insurance policies shall provide coverage on terms (with respect to coverage and amount) that are substantially the same as (and no less favorable in the aggregate to the insured than) the coverage provided under M3’s directors’ and officers’ liability insurance policies as of the date of this Agreement. Alternatively, M3 may purchase, at or prior to the Closing, and Pubco shall maintain, or cause to be maintained, in effect for a period of six (6) years after the SPAC Merger Effective Time, without lapses in coverage, an extended reporting period or tail insurance policy that affords coverage which is no less favorable in the aggregate to the insured than the coverage provided under M3’s directors’ and officers’ liability insurance policies as of the date of this Agreement. In either event, Pubco shall not be obligated to pay annual premiums in excess of three hundred percent (300%) of the most recent annual premium paid by M3 prior to the date of this Agreement and, in such event, Pubco shall purchase the maximum coverage available for three hundred percent (300%) of the most recent annual premium paid by M3 prior to the date of this Agreement.

(d) If Pubco or any of its successors or assigns (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets as an entity in one or a series of related transactions to any Person, then in each such case, proper provisions shall be made so that the successors or assigns of Pubco shall assume all of the obligations set forth in this Section 5.14.

(e) The M3 D&O Persons entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Section 5.14 are intended to be third-party beneficiaries of this Section 5.14. This Section 5.14 shall survive the consummation of the transactions contemplated by this Agreement and the Ancillary Documents and shall be binding on all successors and assigns of Pubco.

Section 5.15 Company Indemnification; Directors’ and Officers’ Insurance.

(a) Each Party agrees that (i) all rights to indemnification or exculpation now existing in favor of the directors and officers of the Group Companies, as provided in the Group Companies’ Governing Documents or otherwise in effect as of immediately prior to the Company Merger Effective Time, in either case, solely with respect to any matters occurring on or prior to the Company Merger Effective Time, shall survive the transactions contemplated by this Agreement and the Ancillary Documents and shall continue in full force and effect from and after the Company Merger Effective Time for a period of six (6) years and (ii) Pubco will cause the applicable Group Companies to perform and discharge all obligations to provide such indemnity and exculpation during such six (6)-year period. To the maximum extent permitted by applicable Law, during such six (6)-year period, Pubco shall cause the applicable Group Companies to advance expenses in connection with such indemnification as provided in the Group Companies’ Governing Documents or other applicable agreements in effect as of immediately prior to the Company Merger Effective Time. The indemnification and liability limitation or exculpation provisions of the Group Companies’ Governing Documents shall not, during such six (6)-year period, be amended, repealed or otherwise modified after the Company Merger Effective Time in any manner that would materially and adversely affect the rights thereunder of individuals who, as of the Company Merger Effective Time or at any time prior to the Company Merger Effective Time, were directors or officers of the Group Companies (the “Company D&O Persons”) entitled to be so indemnified, have their liability limited or be exculpated with respect to any matters occurring prior to Closing and relating to the fact that such Company D&O Person was a director or officer of any Group Company prior to the Company Merger Effective Time, unless such amendment, repeal or other modification is required by applicable Law.

(b) None of Pubco, M3 or the Group Companies shall have any obligation under this Section 5.15 to any Company D&O Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such Company D&O Person in the manner contemplated hereby is prohibited by applicable Law.

(c) The Company, Pubco and M3 shall use commercially reasonable efforts to ensure that the directors’ and officers’ liability insurance of Pubco from and after the Closing will provide directors’ and officers’ liability insurance coverage for the benefit of those Persons who are currently covered by any comparable insurance policies of the Group Companies as of the date of this Agreement with respect to matters occurring on or prior to the Company Merger Effective Time. If Pubco is unable to secure such coverage under its directors’ and officers’ liability insurance then the Company may purchase, at or prior to the Closing, and Pubco shall maintain, or cause to be maintained, in effect for a period of six (6) years after the Company Merger Effective Time, without lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the benefit of those Persons who are currently covered by any comparable insurance policies of the Group Companies as of the date of this Agreement with respect to matters occurring on or prior to the Company Merger Effective Time (the “Company D&O Tail Policy”). Such “tail” policy shall provide coverage on terms (with respect to coverage and amount) that are substantially the same as (and no less favorable in the aggregate to the insured than) the coverage provided under the Group Companies’ directors’ and officers’ liability insurance policies as of the date of this Agreement; provided that none of the Company, M3, Pubco or any of their respective Affiliates shall pay a premium for such “tail” policy in excess of three hundred percent (300%) of the most recent annual premium paid by the Group Companies prior to the date of this Agreement and, in such event, the Company, M3, Pubco or one of their respective Affiliates shall purchase the maximum coverage available for three hundred percent (300%) of the most recent annual premium paid by the Group Companies prior to the date of this Agreement.

(d) If Pubco or any of its successors or assigns (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets as an entity in one or a series of related transactions to any Person, then in each such case, proper provisions shall be made so that the successors or assigns of Pubco shall assume all of the obligations set forth in this Section 5.15.

(e) The Company D&O Persons entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Section 5.15 are intended to be third-party beneficiaries of this Section 5.15. This Section 5.15 shall survive the consummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of Pubco.

Section 5.16 Post-Closing Directors and Officers.

(a) Pubco shall take all such action within its power as may be necessary or appropriate such that effective immediately after the SPAC Merger Effective Time, the Pubco Board will consist of nine (9) directors, (i) eight (8) of whom shall be designated by the Company and (i) one (1) of whom shall be designated by M3. The Sponsor and the Company shall elect or otherwise cause the Persons designated in accordance with Section 5.16(a) of the Company Disclosure Schedule (which for the avoidance of doubt, may be amended from time to time in accordance with Section 8.3; provided that no such amendment has the effect of materially delaying the effectiveness or the mailing of the Registration Statement/Proxy Statement) to comprise the entire Pubco Board, effective upon the SPAC Merger Effective Time.

(b) The Persons set forth on Section 5.16(a) of the Company Disclosure Schedule shall be eligible to serve as a director on the Pubco Board in accordance with the applicable corporate governance standards and qualifications set forth by Nasdaq and any SEC rules, regulations or provisions related to individuals serving on the board of directors of a public company.

(c) M3, the Company and Pubco shall cause the Persons designated in accordance with Section 5.16(a) to, and such Persons shall, comply and cooperate with and satisfy all requests and requirements made pursuant to any Governmental Entity, including Nasdaq and any SEC rules, regulations or provisions related to individuals serving on the board of directors of a public company in connection with the foregoing, including by furnishing all requested information, providing reasonable assistance in connection with the preparation of any required applications, notices and registrations and requests and otherwise facilitating access to and making individuals available with respect to any discussions or hearings. In the event an individual designated in accordance with Section 5.16(a) does not satisfy any requirement of a Governmental Entity to serve as a director, then (i) there shall be no obligation to appoint such individual pursuant to Section 5.16(a), and (ii) the Company or M3, as applicable, shall be entitled to designate a replacement director in lieu of such person; provided, further, that in no event shall Closing be delayed or postponed in connection with or as a result of the foregoing.

(d) The individual serving as the chief executive officer of the Company immediately after the Closing will be the same individual (in the same office) as that of the Company immediately prior to the Closing. In the event that such chief executive officer is unwilling or unable (whether due to death, disability, termination of service or otherwise) to serve as the chief executive officer, then, prior to the mailing of the Registration Statement/Proxy Statement to the Pre-Closing M3 Holders, M3 and the Company may designate another individual to replace such individual to serve as such chief executive officer. The Company may appoint additional qualified persons to serve as officers in other capacities immediately prior to Closing and, in which case, such additional officers shall be the same individuals (and in the same office) immediately following the Closing.

Section 5.17 Financials.

(a) As promptly as practicable after the date of this Agreement, the Company shall deliver to M3, the audited and/or reviewed financial statements of the Company and Pubco (including, in each case, any related notes thereto), that are required for the initial filing of the Registration Statement/Proxy Statement pursuant to the Securities Act and the rules and regulations promulgated thereunder. All such financial statements (i) will fairly present in all material respects the financial position, results of operations and cash flows of the Company and Pubco as at the date thereof in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes) and (ii) if required, will be audited in accordance with the standards of the PCAOB.

(b) During the period from and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, as soon as reasonably practicable following the end of each three-month quarterly period of each fiscal year (other than the last three-month period), and in any event no later than forty five (45) days thereafter, and to the extent required for the Registration Statement/Proxy Statement pursuant to the Securities Act and the rules and regulations promulgated thereunder, the Company shall deliver to M3 the unaudited consolidated financial statements of the Group Companies, consisting of the consolidated balance sheet of the Company and Pubco, as applicable as of the end of such three-month period (and most recent year end), and the related unaudited consolidated income statement, changes in shareholder equity and statement of cash flows for the year to date period of such fiscal year for such fiscal quarter (subject to normal and recurring year-end adjustments and the absence of footnotes).

(c) The Company shall use its reasonable best efforts (i) to assist, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of any member of such Group Company, M3 in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Registration Statement/Proxy Statement and any other filings to be made by Pubco or M3 with the SEC in connection with the transactions contemplated by this Agreement or any Ancillary Document and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC.

Section 5.18 PIPE Investments. The Company shall, and shall cause Pubco to use reasonable best efforts to take all actions and do all things necessary, proper or advisable to:

(a) consummate the transactions contemplated by the Equity PIPE Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Equity PIPE Subscription Agreements, and exercising their respective rights to specifically enforce the Equity PIPE Subscription Agreements pursuant to the terms thereof; and

(b) consummate the transactions contemplated by the Convertible Notes Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Convertible Notes Subscription Agreements, and exercising its right to specifically enforce the Convertible Notes Subscription Agreements pursuant to the terms thereof.

Section 5.19 Section 16 Matters. Prior to the SPAC Merger Effective Time, M3 shall take all such steps (to the extent permitted under applicable Law) as are reasonable necessary to cause any acquisition or disposition of M3 Shares or any derivative thereof that occurs or is deemed to occur by reason of or pursuant to the transactions contemplated by this Agreement or the Ancillary Documents by each Person who is or will be or may become subject to Section 16 of the Exchange Act with respect to M3, including by virtue of being deemed a director by deputization, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 5.20 No Trading. Each of the Parties acknowledges and agrees that it is aware, and that its respective Affiliates are aware (and each of its respective Representatives is aware or, upon receipt of any material nonpublic information of M3, will be advised) of the restrictions imposed by the Federal Securities Laws and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Parties each hereby agree that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of M3 (other than pursuant to the transactions contemplated by this Agreement and the Ancillary Documents), communicate such information to any third party, take any other action with respect to M3 in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

Section 5.21 Company Governing Documents. Prior to Closing Date, the Company shall amend its Governing Documents to increase the authorized share capital of the Company in a manner sufficient to consummate the transactions contemplated by the Equity PIPE Subscription Agreements.

Section 5.22 Pubco Incentive Plan. Prior to the effectiveness of the Registration Statement/Proxy Statement, the Pubco Board shall approve and adopt an equity incentive plan, substantially in the form as Pubco, the Company and M3 mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either Pubco, the Company or M3, as applicable) (the “Pubco Incentive Plan”), in the manner prescribed under applicable Law, effective as of one day prior to the Closing Date, reserving for grant thereunder a number of Pubco Common Shares to be mutually agreed by Pubco, the Company and M3. The Pubco Incentive Plan will provide that the Pubco Common Shares reserved for issuance thereunder will automatically increase annually on the first day of each fiscal year beginning with the 2026 fiscal year in an amount sufficient to ensure the sum of equity issued in respect of previously granted awards, equity underlying granted and outstanding awards and equity available for issuance equals ten percent (10%) of Pubco Shares on a fully-diluted basis on the last day of the immediately preceding fiscal year or such lesser amount as determined by the administrator of the Pubco Incentive Plan.

Section 5.23 Commitment to Convert Cash to Bitcoin. Immediately following the Closing, Pubco, the Company Surviving Subsidiary and the SPAC Surviving Subsidiary shall convert all cash on hand (except for a de minimis amount to fund near-term operating expenses) into Bitcoin, including the PIPE Gross Proceeds, to the extent received in the form of cash, and any amounts from the Trust Account which have not been redeemed pursuant to the M3 Shareholder Redemption.

Section 5.24 Further Assurances. The Parties shall further cooperate with each other and use their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable Laws to consummate the transactions contemplated by this Agreement and the Ancillary Documents as soon as reasonably practicable, including preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings.

ARTICLE 6 CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT

Section 6.1 Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement and the Ancillary Documents are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions:

(a) the applicable waiting period under the HSR Act (and any extensions thereof) relating to the transactions contemplated by this Agreement and the Ancillary Documents shall have expired or been terminated;

(b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement or the Ancillary Documents shall be in effect;

(c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain effective as of Closing, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending;

(d) the Company Shareholder Written Consent shall have been obtained;

(e) the Required M3 Shareholder Approval shall have been obtained; and

(f) prior to the Closing, Pubco shall have amended and restated its certificate of incorporation in substantially the form of the Amended Pubco Certificate of Incorporation;

(g) the sum of the aggregate cash proceeds actually received from the Trust Account (after giving effect to the redemptions contemplated by Section 2.1(c)) and the Equity PIPE shall be no less than $500,000,000 net of all Unpaid Expenses; and

(h) Pubco’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been approved and Pubco shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Company Merger Effective Time, and the Pubco Shares and the Pubco Public Warrants to be issued pursuant to the Mergers shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders.

Section 6.2 Other Conditions to the Obligations of M3. The obligations of M3 to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by M3 of the following further conditions:

(a) (i) the Company Fundamental Representations (other than the representations and warranties set forth in Section 3.2(a)) shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth herein) in all material respects on the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 3.2(a) shall be true and correct in all respects (except for de minimis inaccuracies) on the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), (iii) the representations and warranties set forth in Section 3.6 shall be true and correct in all respects on the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); provided, however, that this clause (iii) shall be deemed to be satisfied if no Company Material Adverse Effect is continuing, and (iv) the representations and warranties of the Company set forth in Article 3 (other than the Company Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth herein) in all respects on the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Company Material Adverse Effect;

(b) the Company shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by the Company under this Agreement at or prior to the Closing;

(c) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to M3 the following documents:

(i) a certificate duly executed by an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in Section 6.2(a), Section 6.2(b) and Section 6.2(d) are satisfied, in form and substance reasonably satisfactory to M3;

(ii) (A) a certificate, duly executed by the Company, complying with Treasury Regulations Section 1.1445-2(c)(3), together with evidence that the Company has provided notice to the Internal Revenue Service in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2), in each case, in form and substance reasonably acceptable to M3, (B) a statement in accordance with the requirements of Treasury Regulations Section 1.1445-2(b)(2) from the Company certifying that it is not a “foreign person” as defined in Section 1445(f)(3) of the Code and (C) an IRS Form W-9 duly executed by the Company; (iii) executed counterparts to all of the Ancillary Documents to which any Group Company or its Affiliates is party; and

(iv) the Allocation Schedule.

(d) No Company Material Adverse Effect shall have occurred with respect to the Group Companies taken as a whole since the date of this Agreement which is continuing and uncured.

Section 6.3 Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company of the following further conditions:

(a) (i) the M3 Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) shall be true and correct (without giving effect to any limitation as to “materiality” or “M3 Material Adverse Effect” or any similar limitation set forth herein) in all material respects on the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 4.6(a) shall be true and correct in all respects (except for de minimis inaccuracies) on the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date) and (iii) the representations and warranties of M3 (other than the M3 Fundamental Representations and the representations contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “M3 Material Adverse Effect” or any similar limitation set forth herein) in all respects on the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause an M3 Material Adverse Effect;

(b) M3 shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing;

(c) the Pubco Common Shares to be issued in connection with the transactions contemplated by this Agreement and the Ancillary Documents (including, for the avoidance of doubt, the Pubco Common Shares to be issued pursuant to the Mergers) shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders;

(d) the Domestication shall have been consummated on the Closing Date prior to the SPAC Merger Effective Time;

(e) M3 shall have made all necessary arrangements to cause the Trustee to release all of the funds contained in the Trust Account available to M3 upon the Closing; (f) M3 shall have caused M3 Counsel to deliver an opinion, addressed to the Company and dated as of the Closing Date, in form and substance reasonably satisfactory to the Company and subject to M3 Counsel’s reliance on customary Tax representation letters from M3 with respect to Domestication, the Equity PIPE and the Mergers and the Company with respect to the Equity PIPE and the Mergers reasonably satisfactory to M3 Counsel and the compliance of the Parties with the terms of this Agreement and the Ancillary Documents, to the effect that, for U.S. federal income Tax purposes, the transactions contemplated by this Agreement and the Ancillary Documents, individually and collectively, with respect to the receipt of the Pubco Shares, should qualify for the Intended Tax Treatment; and

(g) at or prior to the Closing, M3 shall have delivered, or caused to be delivered, to the Company the following documents:

(i) a certificate duly executed by an authorized officer of M3, dated as of the Closing Date, to the effect that the conditions specified in Section 6.3(a) and Section 6.3(b) are satisfied, in form and substance reasonably satisfactory to the Company;

(ii) (A) a certificate, duly executed by M3, complying with Treasury Regulations Section 1.1445-2(c)(3), together with evidence that M3 has provided notice to the Internal Revenue Service in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2), in each case, in form and substance reasonably acceptable to the Company, (B) a statement in accordance with the requirements of Treasury Regulations Section 1.1445-2(b)(2) from M3 certifying that it is not a “foreign person” as defined in Section 1445(f)(3) of the Code and (C) an IRS Form W-9 duly executed by M3; and

(iii) executed counterparts to all of the Ancillary Documents to which M3, the Sponsor or any of their respective Affiliates is party.

(h) No M3 Material Adverse Effect shall have occurred with respect to M3 since the date of this Agreement which is continuing and uncured

Section 6.4 Frustration of Closing Conditions. The Company may not rely on the failure of any condition set forth in this Article 6 to be satisfied if such failure was proximately caused by the Company’s failure to use reasonable best efforts to cause the Closing to occur, as required by Section 5.2. M3 may not rely on the failure of any condition set forth in this Article 6 to be satisfied if such failure was proximately caused by M3’s failure to use reasonable best efforts to cause the Closing to occur, as required by Section 5.2.

ARTICLE 7 TERMINATION.

Section 7.1 Termination. This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Closing:

(a) by mutual written consent of M3 and the Company;

(b) by M3, if any of the representations or warranties set forth in Article 3 shall not be true and correct or if the Company has failed to perform any covenant or agreement on the part of the Company set forth in this Agreement (including an obligation to consummate the Closing) such that the condition to Closing set forth in either Section 6.2(a) or Section 6.2(b) could not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof is delivered to the Company by M3, and (ii) the Termination Date; provided, however, that none of M3 is then in breach of this Agreement so as to prevent the condition to Closing set forth in either Section 6.3(a) or Section 6.3(b) from being satisfied;

(c) by the Company, if any of the representations or warranties set forth in Article 4 shall not be true and correct or if M3 has failed to perform any covenant or agreement on the part of M3 set forth in this Agreement (including an obligation to consummate the Closing) such that the condition to Closing set forth in either Section 6.3(a) or Section 6.3(b) could not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof is delivered to M3 by the Company and (ii) the Termination Date; provided, however, the Company is not then in breach of this Agreement so as to prevent the condition to Closing set forth in Section 6.2(a) or Section 6.2(b) from being satisfied;

(d) by either M3 or the Company, if the transactions contemplated by this Agreement shall not have been consummated prior to March 31, 2026 (the “Termination Date”); provided, that (x) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to M3 if M3’s breach of any of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date, and (y) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to the Company if the Company’s breach of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date;

(e) by either M3 or the Company, if any Governmental Entity shall have issued an Order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by this Agreement and such Order or other action shall have become final and nonappealable; or

(f) by either M3 or the Company if the M3 Shareholders Meeting has been held (including any adjournment or postponement thereof), has concluded, M3’s shareholders have duly voted and the Required M3 Shareholder Approval was not obtained.

Section 7.2 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1, this entire Agreement shall forthwith become void (and there shall be no Liability or obligation on the part of the Parties and their respective Non-Party Affiliates) with the exception of (a) Section 5.3(a), this Section 7.2, Article 8 and Article 1 (to the extent related to the foregoing), each of which shall survive such termination and remain valid and binding obligations of the Parties and (b) the Confidentiality Agreement, which shall survive such termination and remain valid and binding obligations of the parties thereto in accordance with their respective terms. Notwithstanding the foregoing or anything to the contrary herein, the termination of this Agreement pursuant to Section 7.1 shall not affect (i) any Liability on the part of any Party for any Willful Breach of any covenant or agreement set forth in this Agreement prior to such termination or Fraud or (ii) any Person’s Liability under any Confidentiality Agreement, or the Sponsor Support Agreement to which he, she or it is a party to the extent arising from a claim against such Person by another Person party to such agreement on the terms and subject to the conditions thereunder.

ARTICLE 8 MISCELLANEOUS

Section 8.1 Non-Survival. Other than those representations, warranties and covenants as provided in the last sentence of this Section 8.1, each of the representations and warranties, and each of the agreements and covenants (to the extent such agreement or covenant contemplates or requires performance at or prior to the Company Merger Effective Time), of the Parties set forth in this Agreement, shall terminate at the Company Merger Effective Time, such that no claim for breach of any such representation, warranty, agreement or covenant, detrimental reliance or other right or remedy (whether in contract, in tort, at law, in equity or otherwise) may be brought with respect thereto after the Company Merger Effective Time against any Party, any Company Non-Party Affiliate or any M3 Non-Party Affiliate. Each covenant and agreement contained herein that, by its terms, expressly contemplates performance after the Company Merger Effective Time shall so survive the Company Merger Effective Time in accordance with its terms, and each covenant and agreement contained in any Ancillary Document that, by its terms, expressly contemplates performance after the Company Merger Effective Time shall so survive the Company Merger Effective Time in accordance with its terms and any other provision in any Ancillary Document that expressly survives the Company Merger Effective Time shall so survive the Company Merger Effective Time in accordance with the terms of such Ancillary Document. Without limiting the foregoing, and except as provided in this Section 8.1 and Section 8.6 (but subject to Section 8.18, and subject to the right to seek injunctions, specific performance or other equitable relief in accordance with Section 8.17), the Parties’ sole right prior to the Closing with respect to any breach of any representation, warranty, covenant or other agreement contained in this Agreement by another Party or with respect to the transactions contemplated by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to Section 7.1.

Section 8.2 Entire Agreement; Assignment. This Agreement (together with the Ancillary Documents) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents or instruments referred to herein, which collectively supersede all prior agreements and the understandings among the Parties with respect to the subject matter contained herein. This Agreement may not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of (a) M3 and the Company prior to Closing and (b) Pubco and the Sponsor after the Closing. Any attempted assignment of this Agreement not in accordance with the terms of this Section 8.2 shall be void.

Section 8.3 Amendment. This Agreement may be amended or modified only by a written agreement executed and delivered by (a) M3 and the Company prior to the Closing and (b) Pubco and the Sponsor after the Closing. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any purported amendment by any Party or Parties effected in a manner which does not comply with this Section 8.3 shall be void, ab initio.

Section 8.4 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) by delivery in person, by e-mail (having obtained electronic delivery confirmation thereof (i.e., an electronic record of the sender that the e-mail was sent to the intended recipient thereof without an “error” or similar message that such e-mail was not received by such intended recipient)), or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt thereof) to the other Parties as follows:

If to M3, to:

M3-Brigade Acquisition V Corp.
1700 Broadway – 19th Floor
New York, NY 10019
Attn: Executive Vice President and Secretary
Email: [***]

with a copy (which shall not constitute notice) to:

Troutman Pepper Locke LLP
875 Third Avenue
New York, NY 10022
Attn: Patrick B. Costello
Email: [***]

If to the Company, to:

ReserveOne, Inc.
c/o CC Capital Partners
200 Park Ave, 58th floor
New York, NY 10166
Attn: Jaime Leverton
Email: [***]

with a copy (which shall not constitute notice) to:

Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, NY 10036
Attention: John Clayton, Eli Miller and Jeff Potash
Email: [***]
[***]
[***]

or to such other address as the Party to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

Section 8.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware (except that the Cayman Islands Act shall apply to the Domestication and any claims related to internal affairs of M3 prior to the Domestication).

Section 8.6 Fees and Expenses. Except as otherwise set forth in this Agreement, all fees and expenses incurred in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the Party incurring such fees or expenses; provided that, for the avoidance of doubt, (a) if this Agreement is terminated in accordance with its terms, the Company shall pay, or cause to be paid, all Unpaid Company Expenses and M3 shall pay, or cause to be paid, all Unpaid M3 Expenses and (b) if the Closing occurs, then M3 or Pubco shall pay, or cause to be paid, all Unpaid Expenses.

Section 8.7 Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Annexes, Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings set forth in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No Party, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any Party. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Annexes, Schedules and Exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause set forth in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (e) references to “$” or “dollar” or “US$” shall be references to United States dollars; (f) the word “or” is not exclusive; (g) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Annexes, Exhibits or Schedules are to Articles, Sections, Annexes, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to M3, any documents or other materials made available by physical or electronic means; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (m) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); (n) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Section 8.8 Schedules. The Schedules shall be arranged in sections and subsections corresponding to the numbered and lettered Sections and subsections set forth in this Agreement. Any item disclosed in the Company Disclosure Schedules or in the M3 Disclosure Schedules corresponding to any Section or subsection of Article 3 (in the case of the Company Disclosure Schedules) or Article 4 (in the case of the M3 Disclosure Schedules) shall be deemed to have been disclosed with respect to every other section and subsection of Article 3 (in the case of the Company Disclosure Schedules) or Article 4 (in the case of the M3 Disclosure Schedules), as applicable, if it is reasonably apparent on the face of the disclosure that such disclosure is responsive to such other section of this Agreement or section of the Company Disclosure Schedules or the M3 Disclosure Schedules, as applicable. The information and disclosures set forth in the Schedules that correspond to the section or subsections of Article 3 or Article 4 may not be limited to matters required to be disclosed in the Schedules, and any such additional information or disclosure is for informational purposes only and does not necessarily include other matters of a similar nature. Unless expressly contemplated by this Agreement, the disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality.

Section 8.9 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party and its successors and permitted assigns and, except as provided in Section 5.14, Section 5.15 and the two subsequent sentences of this Section 8.9, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. The Sponsor shall be an express third-party beneficiary of Section 5.16, Section 8.2, Section 8.3, Section 8.14 and this Section 8.9 (to the extent related to the foregoing). Each of the Non-Party Affiliates shall be an express third-party beneficiary of Section 8.13 and this Section 8.9 (to the extent related to the foregoing).

Section 8.10 Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable Law, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision of this Agreement is invalid, illegal or unenforceable under applicable Law, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 8.11 Counterparts; Electronic Signatures. This Agreement and each Ancillary Document (including any of the closing deliverables contemplated hereby) may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement or any Ancillary Document (including any of the closing deliverables contemplated hereby) by e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement or any such Ancillary Document.

Section 8.12 Knowledge of Company; Knowledge of M3. For all purposes of this Agreement, the phrase “to the Company’s knowledge,” “to the knowledge of the Company” and “known by the Company” and any derivations thereof shall mean as of the applicable date, the actual knowledge of the individuals set forth on Section 8.12(a) of the Company Disclosure Schedules, assuming reasonable due inquiry of his or her direct reports. For all purposes of this Agreement, the phrase “to M3’s knowledge” and “to the knowledge of M3” and any derivations thereof shall mean as of the applicable date, the actual knowledge of the individuals set forth on Section 8.12(b) of the M3 Disclosure Schedules, assuming reasonable due inquiry of his or her direct reports. For the avoidance of doubt, none of the individuals set forth on Section 8.12(a) of the Company Disclosure Schedules or Section 8.12(b) of the M3 Disclosure Schedules shall have any personal Liability or obligations regarding such knowledge.

Section 8.13 No Recourse. Except for claims pursuant to any Ancillary Document by any party(ies) thereto against any Company Non-Party Affiliate or any M3 Non-Party Affiliate (each, a “Non-Party Affiliate”), and then solely with respect to claims against the Non-Party Affiliates that are party to the applicable Ancillary Document, each Party agrees on behalf of itself and on behalf of the Company Non-Party Affiliates, in the case of the Company, and the M3 Non-Party Affiliates, in the case of M3, that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Non-Party Affiliate, and (b) none of the Non-Party Affiliates shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by the Company, M3 or any Non-Party Affiliate concerning any Group Company, M3, this Agreement or the transactions contemplated hereby.

Section 8.14 Extension; Waiver. The Company prior to the Closing and the Sponsor after the Closing may (a) extend the time for the performance of any of the obligations or other acts of M3 set forth herein, (b) waive any inaccuracies in the representations and warranties of M3 set forth herein or (c) waive compliance by M3 with any of the agreements or conditions set forth herein. M3 prior to the Closing and the Sponsor after the Closing may (i) extend the time for the performance of any of the obligations or other acts of the Company, set forth herein, (ii) waive any inaccuracies in the representations and warranties of the Company set forth herein or (iii) waive compliance by the Company with any of the agreements or conditions set forth herein. Any agreement on the part of any such Party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such Party. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of such rights.

Section 8.15 Waiver of Jury Trial. THE PARTIES EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING, CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR UNDER ANY ANCILLARY DOCUMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENT OR ANY OF THE TRANSACTIONS RELATED HERETO OR THERETO OR ANY FINANCING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH PROCEEDING, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.15.

Section 8.16 Submission to Jurisdiction. Each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any state or federal court within State of Delaware), for the purposes of any Proceeding, claim, demand, action or cause of action (a) arising under this Agreement or under any Ancillary Document or (b) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any Ancillary Document or any of the transactions contemplated hereby or any of the transactions contemplated thereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such Proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding has been brought in an inconvenient forum. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Proceeding claim, demand, action or cause of action against such Party (i) arising under this Agreement or under any Ancillary Document or (ii) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any Ancillary Document or any of the transactions contemplated hereby or any of the transactions contemplated thereby, (A) any claim that such Party is not personally subject to the jurisdiction of the courts as described in this Section 8.16 for any reason, (B) that such Party or such Party’s property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) that (x) the Proceeding, claim, demand, action or cause of action in any such court is brought against such Party in an inconvenient forum, (y) the venue of such Proceeding, claim, demand, action or cause of action against such Party is improper or (z) this Agreement, or the subject matter hereof, may not be enforced against such Party in or by such courts. Each Party agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth in Section 8.4 shall be effective service of process for any such Proceeding, claim, demand, action or cause of action.

Section 8.17 Remedies. Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their respective obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the transactions contemplated by this Agreement) in accordance with their specific terms or otherwise breach such provisions. It is accordingly agreed that the Parties shall be entitled to seek an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond or undertaking and without proof of damages and this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity.

Section 8.18 Trust Account Waiver. Reference is made to the final prospectus of M3, filed with the SEC (File No. 333-279951) on August 2, 2024, 2024 (the “Prospectus”). The Company hereby represents and warrants that it has read the Prospectus and understands and acknowledges and agrees and understands that M3 has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering and from certain private placements occurring simultaneously with such initial public offering (including interest accrued from time to time thereon) for the benefit of the Public Shareholders, and M3 may disburse monies from the Trust Account only in the express circumstances described in the Prospectus. For and in consideration of M3 entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Representatives that, notwithstanding the foregoing or anything to the contrary in this Agreement, none of the Company nor any of its Representatives does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), for whatever reason whatsoever regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between M3 or any of its Representatives, on the one hand, and the Company or any of its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). The Company, on its own behalf and on behalf of its Representatives, hereby irrevocably waives any Trust Account Released Claims that it or any of its Representatives may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, or Contracts with M3 or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with M3 or its Affiliates). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by M3 to induce M3 to enter in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable against the Company and each of its Representatives under applicable Law. To the extent the Company or any of its Representatives commences any Proceeding based upon, in connection with, relating to or arising out of any matter relating to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, which Proceeding seeks, in whole or in part, monetary relief against the Trust Account, the Company hereby acknowledges and agrees that the Company’s and its Representatives’ sole remedy with respect to monetary relief shall be against funds held outside of the Trust Account and that such claim shall not permit the Company or any of its Representatives (or any Person claiming on its behalf or in lieu of the Company) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Nothing in this Section 8.18 shall amend, limit, alter, change, supersede or otherwise modify the right of the Company to (a) bring any Proceeding for specific performance, injunctive and/or other equitable relief or (b) bring or seek a claim for damages against M3, or any of its successors or assigns, for any breach of this Agreement (but such claim shall not be against the Trust Account or any funds distributed from the Trust Account). This Section 8.18 shall survive termination of this Agreement for any reason.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, each of the Parties has caused this Business Combination Agreement to be duly executed on its behalf as of the day and year first above written.

EXHIBIT A

Sponsor Support Agreement

EXHIBIT B

Registration Rights Agreement

EXHIBIT C

Lock-Up Agreement

EXHIBIT D

Form of Convertible Note Subscription Agreement Form of Equity Pipe Subscription Agreement

EXHIBIT E

EXHIBIT F

Pubco Governance Term Sheet

EXHIBIT G

Interim Charter Term Sheet

EXHIBIT H

Administrative Services Agreement Term Sheet

Exhibit 10.1

SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 7, 2025, by and among MI7 Sponsor, LLC, a Delaware limited liability company (“Sponsor”), M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (“M3”), ReserveOne, Inc., a Delaware corporation (the “Company”) and ReserveOne Holdings, Inc., a Delaware corporation (“Pubco”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement by and among M3, Pubco, the Company and the other parties thereto, dated as of the date hereof (as may be amended from time to time, the “BCA”).

WHEREAS, as of the date hereof, Sponsor owns 7,187,500 M3 Class B Ordinary Shares (the “Sponsor Shares”) and 5,836,250 M3 Private Warrants (the “Sponsor Warrants” and together with the Sponsor Shares and any New Securities (as defined below) of which ownership of record or the power to vote is hereafter acquired by Sponsor prior to the termination of this Agreement, the “Sponsor Equity Interests”);

WHEREAS, in connection with Sponsor’s acquisition of the Sponsor Shares, M3 assumed M3-Brigade Sponsor V LLC, a Delaware limited liability company’s (the “Original Sponsor”) rights and obligations under that certain letter agreement, dated as of July 31, 2024, by and among the Original Sponsor and the other parties thereto (as amended, the “Insider Letter”), pursuant to which Sponsor assumed the Original Sponsor’s obligations with respect to certain voting requirements, transfer restrictions and waiver of redemption rights with respect to the Sponsor Shares;

WHEREAS, concurrently with the execution and delivery of this Agreement, M3, Pubco, the Company and the other parties thereto are entering into the BCA, pursuant to which, upon the consummation of the transactions contemplated thereby (the “Closing”), among other matters, the Company will merge with and into Company Merger Sub (with Company Merger Sub surviving such merger as a wholly-owned subsidiary of Pubco) (the “Company Merger”) and M3 will merge with and into SPAC Merger Sub (with SPAC Merger Sub surviving such merger as a wholly-owned subsidiary of Pubco) upon the terms and subject to the conditions set forth therein (the “SPAC Merger” and, together with the Company Merger and the other transactions contemplated by the BCA and the Ancillary Documents, the “Transactions”);

WHEREAS, as a condition and inducement to the Group Companies’ willingness to enter into the BCA, Sponsor has agreed to enter into this Agreement.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto agree as follows:

1. Sponsor Voting Requirements At the M3 Shareholders Meeting (including at any adjournment or postponement thereof), or in any other meeting or circumstance in which the vote, consent or other approval of the M3 shareholders is sought, Sponsor shall (a) if a meeting is held, appear at each such meeting (in person or by proxy) or otherwise cause all of the Sponsor Shares to be counted as present thereat for purposes of calculating a quorum and (b) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of the Sponsor Shares:

(a) in favor of each of the Transaction Proposals;

(b) against any Acquisition Proposal or Alternative Transaction;

(c) against any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by M3 (other than the Transaction Proposals);

(d) against any change in the business of M3; and

(e) against any proposal, action or agreement involving M3 that would or would reasonably be expected to (i) impede, frustrate, prevent or nullify any provision of this Agreement, the BCA or any Ancillary Document, (ii) result in a breach in any material respect of any covenant, representation, warranty or any other obligation or agreement of M3 under the BCA or any Ancillary Document, (iii) result in any of the conditions in respect of obligations of M3 or the Parties set forth in Article 6 of the BCA not being fulfilled, or (iv) change in any manner the capitalization of, including the voting rights of any class of share capital of, M3 (other than in connection with the Transaction Proposals).

2. Enforcement of Insider Letter. From and after the date of this Agreement until the earlier of the Closing or the termination of the BCA in accordance with its terms, (a) Sponsor agrees that it shall fully comply with, and perform all of its obligations, covenants and agreements set forth in, the Insider Letter, including not redeeming the Sponsor Shares in connection with the Transactions and complying with the transfer and lock-up restrictions with respect to the Sponsor Equity Interests, (b) M3 agrees to enforce the Insider Letter in accordance with its terms, and (c) each of Sponsor and M3 agree not to amend, modify or waive any provision of the Insider Letter without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned).

3. New Shares. In the event that, from and after the date of this Agreement until the earlier of the Closing or the termination of the BCA in accordance with its terms, (a) any M3 Shares are issued pursuant to a share dividend, share split, recapitalization, reclassification, combination or exchange of M3 Shares owned by Sponsor or otherwise, then such M3 Shares or other Equity Securities of M3 acquired or purchased by Sponsor shall be subject to the terms of this Agreement to the same extent as if they constituted Sponsor Shares, or (b) Sponsor (i) purchases or otherwise acquires beneficial ownership of any M3 Shares or other Equity Securities of M3, or (ii) acquires the right to vote any M3 Shares or other Equity Securities of M3 (such M3 Shares or other Equity Securities of M3 referred to in clauses (b)(i) and (ii), collectively the “New Securities”), then such New Securities acquired or purchased by Sponsor shall be subject to the terms set forth in Sections 1 and 2 to the same extent as if they constituted the Sponsor Shares.

4. Waiver and Release of Claims. Sponsor covenants and agrees as follows:

(a) Subject to and conditioned upon the Closing, effective as of the Closing (and subject to the limitations set forth in Section 4(c) (below), Sponsor, on behalf of itself and its Affiliates and its and their respective successors, assigns, representatives, administrators, executors and agents, and any other Person or entity claiming by, through or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties”; provided that, for the avoidance of doubt, that M3 shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge M3, the Group Companies, and each of its and their respective past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Closing (each a “Claim” and, collectively, the “Claims”); provided, however, that the release, waiver and discharge by Sponsor’s Affiliates is limited to Claims that arise from the Transactions.

(b) Sponsor acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Agreement, and that it may hereafter come to have a different understanding of the Law that may apply to potential Claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, Sponsor acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of Law.

(c) Notwithstanding the foregoing provisions of this Section 4 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge, any Claims that arise under or are based upon the terms of (i) this Agreement, (ii) any Ancillary Document to which Sponsor is a party, (iii) any letter of transmittal to which Sponsor is a party, (iv) any rights a Releasing Party has to indemnification from M3 arising out of the Transactions, (v) the Underwriting Agreement, dated as of July 31, 2024, by and between Cantor Fitzgerald & Co. (“CF&Co.”) and M3, (vi) the letter agreement, dated as of the date hereof, by and among M3, CF&Co. and the other parties thereto with respect to services provided by CF&Co. and the other parties thereto with respect to the PIPE Investments, or (vii) the M3 Governing Documents or any indemnity agreement of any director or officer of M3 with M3 with or for the benefit of a Releasing Party with respect to any Claims for indemnification, contribution, set-off, reimbursement or similar rights.

(d) Notwithstanding the foregoing provisions of this Section 4, nothing contained in this Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto. Notwithstanding anything to the contrary contained herein, Sponsor (and each of its Affiliates other than M3) and M3 shall be deemed not to be Affiliates of each other for purposes of this Section 4.

5. Loan Conversion. The parties hereto agree that, subject to and conditioned upon the Closing, the aggregate outstanding principal balance due to Sponsor from M3 (the “Principal”) as of the Closing under that certain Promissory Note, dated as of June 16, 2025, by and between M3 and Sponsor (the “Sponsor Note”) shall be repaid as follows: (a) at the election of Sponsor, up to $1,500,000 of the Principal (the “Cap”) shall be paid to Sponsor in private placements warrants of Pubco at a purchase price of $1.00 per warrant (each such warrant exercisable to purchase one class A common share of Pubco at $11.50 per share) with respect to the amount so elected by the Sponsor pursuant to this clause (a) (the “Election Amount”) and (b) if (i) the Principal exceeds the Cap or (ii) the Election Amount is less than the Principal, then amount that either is not eligible or is not elected to be repaid in warrants, as the case may be, shall be repaid in cash promptly following the Closing.

6. Waiver of Anti-Dilution Protection. Subject to and conditioned upon the Closing, Sponsor hereby agrees to waive the anti-dilution protections with respect to all M3 Shares held by Sponsor as provided for in the M3 Governing Documents (including Section 17.3 of M3’s amended and restated memorandum and articles of association) except to the extent described in Exhibit G to the BCA (with a portion of the equity issued in respect of such anti-dilution protection subject to forfeiture as set forth of the BCA).

7.  Representations and Warranties of Sponsor. Except as set forth in any M3 SEC Reports (excluding any disclosures in any “Risk Factors” section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimers and other disclosures that are generally cautionary, predictive or forward-looking in nature, and excluding, for the avoidance of doubt, any content of such M3 SEC Reports that have been redacted or omitted pursuant to applicable Law):

(a) Organization and Authority. Sponsor a is a Delaware limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Sponsor has the requisite limited liability company power to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Sponsor. This Agreement has been duly and validly executed and delivered by Sponsor and constitutes a valid, legal and binding agreement of Sponsor (assuming this Agreement has been duly authorized, executed and delivered by the other Persons party hereto), enforceable against Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

(b) Consents and Approvals; No Violations

(i) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of Sponsor with respect to Sponsor’s execution, delivery or performance of its obligations under this Agreement or the consummation of the transactions contemplated by this Agreement.

(ii) The execution, delivery or performance by Sponsor of this Agreement and the consummation by Sponsor of the transactions contemplated hereby will not, directly or indirectly (with or without due notice or lapse of time or both) (a) result in any breach of any provision of the Governing Documents of Sponsor, (b) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which Sponsor is a party, (c) violate, or constitute a breach under, any Order or applicable Law to which Sponsor or any of its properties or assets are bound or (d) result in the creation of any Lien upon any of the assets or properties of Sponsor, except in the case of clauses (b) through (d) above, as would not reasonably be expected, either individually or in the aggregate, to impair in any material respect the ability of Sponsor to timely perform its obligations hereunder or consummate the transactions contemplated hereby.

(c) Ownership of Sponsor Equity Interests. As of the date hereof, (i) Sponsor is the sole record and beneficial owner of the Sponsor Shares, free and clear of all Liens (other than Liens arising under applicable Securities Laws, this Agreement and the Insider Letter), (ii) Sponsor has the sole voting power with respect to the Sponsor Shares, (iii) Sponsor has not entered into any voting agreement (other than this Agreement and the Insider Letter) with or granted any Person any proxy (revocable or irrevocable) with respect to the Sponsor Shares, (iv) there is no limitation on Sponsor’s ability to sell or otherwise dispose of the Sponsor Shares other than restrictions arising under applicable Securities Laws, this Agreement and the Insider Letter, (v) the Sponsor Equity Interests are the only Equity Securities in M3 owned of record by Sponsor and (vi) Sponsor does not hold or own any rights to acquire (directly or indirectly) any Equity Securities of M3 or any Equity Securities convertible into, or which can be exchanged for, equity securities of M3, other than as set forth in this Agreement or the Sponsor Note.

(d) Contracts with M3. Except for (i) the Contracts described in Section 4(c) or otherwise disclosed in Section 4.9 of the M3 Disclosure Schedules, and (ii) any Contract filed as an exhibit to a form, report, schedule, statement or other document that is publicly filed with the SEC, none of Sponsor, any of the Affiliates of Sponsor nor, to the knowledge of Sponsor, any Person in which Sponsor has a direct or indirect legal, contractual or beneficial ownership of five percent (5%) or greater, is a party to, or has any rights with respect to or arising from, any Contract with M3.

(e) Litigation. There is no Proceeding pending, or, to the knowledge of Sponsor, threatened Proceeding against Sponsor, or, to the knowledge of Sponsor, any of its directors, managers, officers or employees (in their capacity as such) or otherwise affecting Sponsor or its assets, including any condemnation or similar proceeding, nor is any Order outstanding against or involving Sponsor, whether at law or in equity, before or by any Governmental Entity, which would reasonably be expected to, either individually or in the aggregate, to impair in any material respect the ability of Sponsor to timely perform its obligations hereunder or consummate the transactions contemplated hereby. There is no unsatisfied judgment or open injunction binding upon Sponsor that would, individually or in the aggregate, reasonably be expected to, either individually or in the aggregate, to impair in any material respect the ability of Sponsor to timely perform its obligations hereunder or consummate the transactions contemplated hereby. There is no Proceeding that Sponsor has pending against any other Person. Sponsor is not subject to any Orders of any Governmental Entity, nor are any such Orders pending.

(f) Finders and Brokers. Except for fees (including the amounts due and payable assuming the Closing occurs) set forth on Section 4.4 of the M3 Disclosure Schedules (which fees shall be the sole responsibility of M3), no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Sponsor, M3 or the Group Companies for which Sponsor or any of its Affiliates has any obligation.

(g) Acknowledgment. Sponsor understands and acknowledges that each of M3 and the Group Companies are entering into the BCA in reliance upon Sponsor’s execution and delivery of this Agreement.

8. Further Assurances. Sponsor hereby agrees that it shall further cooperate with each Group Company and use its commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate the transactions contemplated by this BCA and the other Ancillary Documents as soon as reasonably practicable, including preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings. The Company and Pubco hereby agree to cooperate in good faith with Sponsor in connection with the vesting of Sponsor Equity Earnout Shares, Sponsor Warrant Earnout Shares and Sponsor Convertible Notes Earnout Shares as contemplated by Section 2.6 of the BCA, and the removal of any associated legends or other restrictions.

9. Other Covenants.

(a) Binding Effect of the BCA. Sponsor hereby agrees to be bound by and comply with Section 5.3 (Confidentiality and Access to Information), Section 5.4 (Public Announcements) and Section 5.6 (Exclusive Dealing) of the BCA (and any relevant definitions contained in any such Sections of the BCA) as if Sponsor were an original signatory to the BCA with respect to such provisions to the same extent as such provisions apply to M3.

(b) Disclosure. Sponsor hereby authorizes the Group Companies and M3 to publish and disclose in any announcement or disclosure, in each case, required by the SEC or Nasdaq (including all documents and schedules filed with the SEC in connection with the foregoing, including the Registration Statement/Proxy Statement), Sponsor’s identity and ownership of the M3 Ordinary Shares and the nature of Sponsor’s commitments and agreements under this Agreement, the BCA, the Ancillary Documents and any other agreements to the extent such disclosure is required by applicable Securities Laws, the SEC or Nasdaq; provided that the content of any such disclosure shall require the prior written consent of Sponsor (not to be unreasonably withheld, delayed or conditioned).

10. Waiver of Dissenters’ Rights. Sponsor hereby irrevocably waives, and agrees not to exercise or assert, any dissenters’ rights under Section 238 of the Cayman Act and any other similar statute in connection with the SPAC Merger and the BCA.

11.  General.

(a) Termination. This Agreement shall terminate on the earlier to occur of (i) the Closing or (ii) at such time, if any, as the BCA is terminated in accordance with its terms prior to the Closing (the earliest of (i) and (ii), the “Expiration Time”), and upon such termination this entire Agreement shall forthwith become void with the exception of Sections 4, 8, 9(a) (to the extent relating to Section 5.3 (Confidentiality and Access to Information) of the BCA) and 11, each of which shall survive such termination and remain valid and binding obligations of the parties hereto. Notwithstanding the foregoing or anything to the contrary herein, the termination of this Agreement pursuant to this Section 11(a) shall not affect any Liability on the part of any party hereto for any Willful Breach of any covenant or agreement set forth in this Agreement prior to such termination or Fraud.

(b) Notices. All notices, consents, waivers, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) by delivery in person, by e-mail (having obtained electronic delivery confirmation thereof (i.e., an electronic record of the sender that the e-mail was sent to the intended recipient thereof without an “error” or similar message that such e-mail was not received by such intended recipient)), or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt thereof) to the other parties hereto as follows:

If to M3 (prior to Closing), to it at:

1700 Broadway – 19th Floor

New York, NY 10019

Attn: Executive Vice President and Secretary If to Sponsor, to it at:

Email: [***]

200 Park Avenue, 58th Floor

New York, NY 10166

Attn: Thomas Boychuk, Chief Financial Officer & Managing Director

Email: [***]

If to the Company, Pubco, or M3 after Closing, to it at:

200 Park Avenue, 58th Floor

New York, NY 10166

Attn: Thomas Boychuk, Chief Financial Officer

Email: [***]

(c) Entire Agreement; Assignment. This Agreement (together with the BCA and the other Ancillary Documents) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents or instruments referred to herein, which collectively supersede all prior agreements and the understandings among the parties hereto with respect to the subject matter contained herein. This Agreement may not be assigned by any party (whether by operation of law or otherwise) without the prior written consent of (a) the Sponsor, M3 and the Company prior to Closing and (b) Pubco and the Sponsor after the Closing. Any attempted assignment of this Agreement not in accordance with the terms of this Section 11(c) shall be void.

(d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware.

(e) Submission to Jurisdiction; Remedies. Section 8.16 and Section 8.17 of the BCA are herein incorporated by reference mutatis mutandis.

(f) Amendment. This Agreement may be amended or modified only by a written agreement executed and delivered by (a) Sponsor, M3 and the Company prior to the Closing and (b) Pubco and the Sponsor after the Closing. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any purported amendment by any party or parties effected in a manner which does not comply with this Section 11(f) shall be void, ab initio.

(g) Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable Law, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision of this Agreement is invalid, illegal or unenforceable under applicable Law, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

(h) Costs and Expenses. Subject to Section 8.6 of the BCA, each party hereto will pay its own costs and expenses (including legal, accounting and other fees) relating to the negotiation, execution, delivery and performance of this Agreement.

(i) No Joint Venture. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between any of the parties hereto. No party is by virtue of this Agreement authorized as an agent, employee or legal representative of any other party. Without in any way limiting the rights or obligations of any party hereto under this Agreement, prior to the Closing, (A) no party shall have the power by virtue of this Agreement to control the activities and operations of any other and (B) no party shall have any power or authority by virtue of this Agreement to bind or commit any other party. No party shall hold itself out as having any authority or relationship in contravention of this Section 11(i).

(j) Capacity as Shareholder. Sponsor signs this Agreement solely in its capacity as a shareholder of M3, and not in its capacity as a director (including “director by deputization”), officer or employee of M3, if applicable. Nothing herein shall be construed to (i) restrict, limit, prohibit or affect any actions or inactions by Sponsor or any representative of Sponsor, as applicable, serving in the capacity of a director or officer of M3 or any Subsidiary of M3, acting in such person’s capacity as a director or officer of M3 or any Subsidiary of M3 (it being understood and agreed that the BCA contains provisions that govern the actions or inactions by the directors and officers of M3 with respect to the Transactions) or (ii) prohibit, limit or restrict the exercise of any fiduciary duties as director or officer of M3 that is otherwise permitted by, and done in compliance with, the terms of the BCA (and in each case of clauses (i) and (ii), without limiting Sponsor’s obligations hereunder in its capacity as a shareholder of M3).

(k) No Recourse. Neither M3 nor any of its Subsidiaries, nor any of the past, present or future M3 shareholders (other than Sponsor), nor any director, officer, employee, member, partner, shareholder or other owner (whether direct or indirect), Affiliate, agent, attorney or representative of Sponsor, shall have any obligation or liability for the obligations or liabilities of Sponsor under this Agreement. Without limiting the foregoing, this Agreement may only be enforced against the Persons or entities that have executed and delivered a counterpart to this Agreement.

(l) Headings; Interpretation. The term “this Agreement” means this Sponsor Support Agreement, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings set forth in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No party hereto, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, and not to any particular section, subsection, paragraph, subparagraph or clause set forth in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (e) references to “$” or “dollar” or “US$” shall be references to United States dollars; (f) the word “or” is not exclusive; (g) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Annexes, Exhibits or Schedules are to Articles, Sections, Annexes, Exhibits and Schedules of this Agreement; (k) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (l) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement); and (m) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

(m) Counterparts; Electronic Signatures. This Agreement (including any deliverables contemplated hereby) may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement (including any deliverables contemplated hereby) by e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Sponsor Support Agreement as of the date first written above.

[Signature Page to Sponsor Support Agreement]

Exhibit 10.2

FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], 2025 by and between ReserveOne Holdings, Inc., a Delaware corporation (“Pubco”), CC MI7 SPV, LLC and MI7 Founders, LLC (the “Holders” and, together with its Permitted Transferees (as defined below) holding Locked-Up Securities (as defined below) and any person or entity who hereafter becomes a party to this Agreement, each a “Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).

WHEREAS, on July 7, 2025, Pubco, M3-Brigade Acquisition V Corp., a Delaware corporation (“SPAC”), ReserveOne, Inc., a Delaware corporation (the “Company”), R1 SPAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), and R1 Company Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub”), entered into that certain Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”);

WHEREAS, pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, among other matters, pursuant to and in accordance with applicable laws and upon the consummation of the transactions contemplated by the Business Combination Agreement (the “Closing”): (a) SPAC will domesticate as a Delaware corporation, (b) on the Closing Date following the domestication, SPAC Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving company (the “SPAC Merger”), with (i) the holders of SPAC’s Class A ordinary shares, par value $0.0001, receiving one share of Class A common stock of Pubco, par value $0.0001 per share (“Pubco Class A Common Stock”), for each SPAC Class A Ordinary Share held by such shareholder, (ii) the holders of SPAC Class B Ordinary Shares receiving one share of Class B common stock of Pubco, par value $0.0001 per share (“Pubco Class B Common Stock”, together with Pubco Class A Common Stock, “Pubco Common Stock”), for each SPAC Class B Ordinary Share, held by such shareholder, in each case, in accordance with, and subject to, the terms and conditions of the Business Combination Agreement and (iii) each issued and outstanding M3 Public Warrant converting into one Pubco Public Warrant and each issued and outstanding Private Placement Warrant converting into one whole warrant entitling the holder thereof to purchase one shares of Pubco Class A Common Stock at a price of $11.50 per share (the “Pubco Private Warrant”); (b) the Company will merge with and into Company Merger Sub, with Company surviving such merger (the “Company Merger,” and together with SPAC Merger, the “Mergers”) and holders of the Company Common Shares, including the Holders, receiving shares of Pubco Class A Common Stock in exchange for their Company Common Shares in accordance with, and subject to, the terms and conditions of, the Business Combination Agreement; and (c) as a result of the Mergers and the other transactions contemplated by the Business Combination Agreement (the “Transactions”), among other matters, SPAC and the Company will become wholly-owned subsidiaries of Pubco and Pubco will become a publicly traded company;

WHEREAS, as of the date hereof, each Holder is a holder of Company Common Shares in such amount as set forth underneath such Holder’s name on the signature page hereto that will be exchanged for Pubco Class A Common Stock in connection with the Company Merger; and

WHEREAS, pursuant to the Business Combination Agreement and the transactions contemplated thereby and the Ancillary Documents, and in view of the valuable consideration to be received by the Holders thereunder, the receipt and sufficiency of which is hereby acknowledged, the parties desire to enter into this Agreement, pursuant to which the shares of Pubco Class A Common Stock and Pubco Private Warrants to be received by the Holders in the Transactions (all such securities, including, without limitation, any securities into which such securities are exchanged or converted, but excluding any Pubco Class A Common Stock, Pubco Warrants or Pubco Class A Common Stock underlying such Public Warrants that are issued to MI7 Founders, LLC in the Equity PIPE, the “Locked-Up Securities”) shall become subject to limitations on disposition as set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties hereby agree as follows:

1. Lock-Up Provisions.

(a) Each Holder hereby agrees that it shall not Transfer any shares of Pubco Class A Common Stock until the earlier of (A) one year after the Closing and (B) subsequent to the Closing, (x) if the closing price of the Pubco Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) the date on which Pubco completes a liquidation, merger, amalgamation, capital stock exchange, reorganization or other similar transaction that results in all of Pubco’s shareholders having the right to exchange their Pubco Class A Common Stock for cash, securities or other property (the “Common Stock Lock-up Period”).

(b) Each Holder agrees that it shall not Transfer any Pubco Private Warrants (or any Pubco Class A Common Stock underlying the Pubco Private Warrants), until 30 days after the Closing (the “Private Warrants Lock-up Period”, together with the Common Stock Lock-up Period, the “Lock-up Periods”).

(c) “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 respect to, any Locked-Up 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 Locked-Up 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). Notwithstanding the provisions set forth above in Section (1)(a) or Section 1(b), Transfers of the Locked-Up Securities are permitted: (i) to (1) members of the Holders, (2) the directors or officers of Pubco, the Holders, the members of the Holders, (3) any affiliates or family members of the directors or officers of Pubco, the Holders, the members of the Holders, (4) any members or partners of the Holders, the members of the Holder, or their respective affiliates, or any affiliates of the Holders, the members of the Holders, or any employees of such affiliates; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) in the case of a trust by distribution to one or more permissible beneficiaries of such trust;; (vi) to Pubco for no value for cancellation in connection with the consummation of the Mergers; (vii) by virtue of the laws of the State of Delaware or each of the Holder’s limited liability company agreement upon dissolution of each of the Holders; and (viii) in the event of Pubco’s liquidation, merger, capital stock exchange or other similar transaction which results in all of Pubco’s shareholders having the right to exchange their Pubco Class A Common Stock for cash, securities or other property (each such transferee pursuant to clauses (i) through (viii), a “Permitted Transferee”); provided, however, that in the case of clauses (i) through (iv), the Permitted Transferees must enter into a written agreement with Pubco agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement. The restrictions set forth herein shall not restrict a Holder from making a request for inclusion of its Locked-Up Securities in any registration statement pursuant to any registration rights agreement between Pubco and the Holders, provided that, other than with respect to the filing of such registration statement, no other public filing or public disclosure relating to such sale of securities is made during the Lock-Up Period.

(d) If any Transfer is made or attempted contrary to the provisions of this Agreement, such purported Transfer shall be null and void ab initio, and Pubco shall refuse to recognize any such purported transferee of the Locked-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Pubco may impose stop-transfer instructions with respect to the Locked-Up Securities of a Holder (and Permitted Transferees) until the end of the Lock-Up Period.

(e) During the Lock-Up Period, each certificate evidencing any Pubco Class A Common Stock shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING UP TO A ONE-YEAR LOCK-UP PERIOD, AS SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2025, BY AND BETWEEN RESERVEONE HOLDINGS, INC. (THE “ISSUER”), CC MI7 SPV, LLC, MI7 FOUNDERS, LLC AND EACH OF THE OTHER HOLDERS FROM TIME TO TIME PARTY THERETO. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(f) During the Lock-Up Period, each certificate evidencing any Pubco Private Warrants shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends:

“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 LOCK-UP AGREEMENT, DATED AS OF [●], 2025, BY AND BETWEEN RESERVEONE HOLDINGS, INC. (THE “ISSUER”), CC MI7 SPV, LLC, AND EACH OF THE OTHER HOLDERS FROM TIME TO TIME PARTY THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE CLOSING OF ITS BUSINESS COMBINATION (AS DEFINED IN THE LOCK-UP AGREEMENT) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN THE LOCK-UP AGREEMENT) WHO AGREES IN WRITING WITH THE ISSUER TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(g) For the avoidance of any doubt, each Holder shall retain all of its rights as a shareholder of Pubco during the Lock-Up Period, including the right to vote any Pubco Class A Common Stock it holds.

2. Miscellaneous.

(a) Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of the Holders are personal to the Holders and may not be transferred or delegated by the Holders at any time without the prior written consent of Pubco, except in accordance with the procedures set forth for transfers of Locked-Up Securities to Permitted Transferees in Section 1(c), and any such purported transfer shall be null and void. Pubco may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise) without obtaining the consent or approval of the Holders.

(b) Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a party hereto or thereto or a successor or permitted assign of such a party.

(c) Governing Law; Jurisdiction; Specific Performance. Sections 8.5 and 8.17 of the Business Combination Agreement shall apply to this Agreement mutatis mutandis.

(d) Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(e) Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by electronic means (including email), with affirmative confirmation of receipt, (iii) one (1) Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

(f) Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of Pubco and the Holders; provided, however, that if any waiver of the lock-up provisions in the IPO Letter Agreement is granted by Pubco or is subsidiaries, Pubco will provide notice to the Holders, and if the Holders so elect, such waiver shall be deemed granted mutatis mutandis for this Agreement. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

(g) Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a court of competent jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(h) Entire Agreement. This Agreement, together with the Business Combination Agreement to the extent referred to herein, constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Business Combination Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of Pubco or any of the rights, remedies or obligations of the Holders under any other agreement between the Holders and Pubco or any certificate or instrument executed by the Holders in favor of Pubco, and nothing in any other agreement, certificate or instrument shall limit any of the rights, remedies or obligations of Pubco or any of the rights, remedies or obligations of the Holders under this Agreement.

(j) Further Assurances. From time to time, at another party’s reasonable request and without further consideration (but at the requesting party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(k) Counterparts. This Agreement may be executed and delivered (including by electronic signature or by email in portable document form) in two or more counterparts and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.

[Signature Page to Lock-Up Agreement]

IN WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.

[Signature Page to Lock-Up Agreement]

IN WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.

[Signature Page to Lock-Up Agreement]

8

Exhibit 10.3

FORM OF SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 7, 2025, by and among ReserveOne, Inc., a Delaware corporation (the “Company”), ReserveOne Holdings, Inc., a Delaware corporation (“Pubco”), the undersigned subscriber (“Subscriber”), and, solely for purposes of Section 8(u) hereof, M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (“SPAC”).

WHEREAS, on or about the date hereof, (a) SPAC, (b) Pubco, (c) a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), (d) a wholly-owned subsidiary of Pubco (“Company Merger Sub”) and (e) the Company, entered into a business combination agreement (as amended, modified, supplemented or waived from time to time, the “BCA”);

WHEREAS, pursuant to and in accordance with the BCA, (a) on the Closing Date (as such term is defined in the BCA), SPAC shall domesticate as a Delaware corporation (the “Domestication”), (b) on the Closing Date following the Domestication, SPAC Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving company (the “SPAC Merger”), with (i) the holders of SPAC’s Class A ordinary shares, par value $0.0001 (the “SPAC Class A Ordinary Shares”) receiving one share of Class A common stock of Pubco (“Pubco Class A Common Stock”) for each SPAC Class A Ordinary Share held by such shareholder, (ii) the holders of SPAC’s Class B ordinary shares, par value $0.0001 per share (the “SPAC Class B Ordinary Shares”), receiving one share of Class B common stock of Pubco (“Pubco Class B Common Stock” and together with Pubco Class A Common Stock, the “Pubco Common Stock”) for each SPAC Class B Ordinary Share, held by such shareholder and (iii) the holders of SPAC’s warrants to purchase one SPAC Class A Ordinary Share at a purchase price of $11.50 per share (each, a “SPAC Warrant”) receiving one warrant to purchase Pubco Class A Common Stock at a purchase price of $11.50 per share (each, a “Pubco Warrant”) for each SPAC Warrant held by such warrant holder, in each case, in accordance with, and subject to, the terms and conditions of the BCA and (c) following the SPAC Merger, Company Merger Sub will merge with and into the Company, with the Company continuing as the surviving company (the “Company Merger”, and together with the SPAC Merger, the “Mergers”, and together with the other transactions contemplated by the BCA, the “Transactions”), with (i) holders of the Company’s common stock, par value $0.0001 per share (“Company Common Stock”), receiving shares of Pubco Class A Common Stock for each Company Common Stock held by such shareholder and (ii) holders of the Company’s warrants to purchase one Company Common Stock at a purchase price of $11.50 per share (each, a “Company Warrant”), if any, receiving one Pubco Warrant for each Company Warrant held by such warrant holder, in each case, in accordance with, and subject to, the terms and conditions of the BCA, and as a result of which Mergers, SPAC and the Company will become wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company, all upon the terms, and subject to the conditions of the BCA and in accordance with applicable law;

WHEREAS, in connection with the Transactions, pursuant to those certain subscription agreements, dated on or around the date hereof, by and among Pubco and the investors named therein (the “Convertible Notes Investors”), the Convertible Note Investors have agreed to subscribe for and purchase from Pubco convertible notes (the “Convertible Notes”) in an aggregate principal amount of $250,000,000 pursuant to an indenture (the “Indenture”), for a purchase price of $1,000 per note, on the terms set forth in the Indenture, with such Convertible Notes to be issued and sold by Pubco immediately following the consummation of the Mergers (the “Convertible Notes PIPE”) and (ii) Pubco has agreed to grant the Convertible Note Investors an option to purchase up to $50,000,000 additional principal amount of the Convertible Notes; WHEREAS, as part of the plan that includes the Transactions, Subscriber desires to subscribe for and purchase from the Issuer (as defined below), on the Closing Date (as defined below), (a) such number of shares as set forth on the signature page hereto (the “Committed Shares”, as may be decreased by any Non-Redeemed Shares (as defined below) pursuant to Section 2(b), after giving effect to such decrease, the “Subscribed Shares”) of either (i) Company Common Stock (it being understood that if Company Common Stock is issued as Subscribed Shares pursuant to this Subscription Agreement, then the number of shares of Pubco Class A Common Stock issued to the Subscriber in the Company Merger shall be the same as the number of Company Common Stock issued pursuant to this Subscription Agreement) or (ii) in the event the issuance of Company Common Stock would, in the opinion of SPAC, the Company or Pubco, on the advice of any of their respective legal counsel, adversely affect the treatment on the Transactions under Section 351 of the Internal Revenue Code of 1986, Pubco Class A Common Stock, and (b) such number as set forth on the signature page hereto of either (i) Company Warrants or (ii) in the event the issuance of Company Warrants would, in the opinion of SPAC, the Company or Pubco, on the advice of any of their respective legal counsel, adversely affect the treatment on the Transactions under Section 351 of the Internal Revenue Code of 1986, Pubco Warrants (“Subscribed Warrants” and, together with the Subscribed Shares, the “Subscribed Securities”) pursuant to the terms of the Warrant Agreement (as defined below) (such shares underlying the Subscribed Warrants, the “Warrant Shares”), at an aggregate purchase price of $10.00, which $10.00 shall entitle Subscriber to one Subscribed Shares and one Subscribed Warrant (the “Per Subscribed Security Price” and the aggregate of such Per Subscribed Security Price for all Subscribed Securities being referred to herein as the “Purchase Price”, and the Company or Pubco, as applicable, as issuer of the Subscribed Securities and the Warrant Shares upon exercise of the Subscribed Warrants, the “Issuer”), and the Issuer desires to issue to Subscriber the Subscribed Securities in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Issuer simultaneously with such purchase;

WHEREAS, the Subscribed Warrants shall be governed by the Warrant Agreement, dated as of the Closing Date, among Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), the Company and Pubco, substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”);

WHEREAS, on or about the date of this Subscription Agreement and as part of the plan that includes the Transactions, the Company and Pubco are entering into subscription agreements (the “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements” and, together with the Warrant Agreement and the BCA, the “Transaction Documents” and each, a “Transaction Document”) with certain other investors (the “Other Subscribers”), pursuant to which the Other Subscribers have agreed to purchase shares and warrants of the Issuer on the Closing Date at the Per Subscribed Security Price and on the same terms and conditions as Subscriber (such securities of the Other Subscribers, the “Other Subscribed Securities”);

WHEREAS, in the event the Issuer is the Company, upon the consummation of the Company Merger, (i) each Subscribed Share which is a share of Company Common Stock shall be converted automatically into one share of Pubco Class A Common Stock and (ii) each Subscribed Warrant which is a Company Warrant shall be converted automatically into one Pubco Warrant, which shall have the terms set forth in the Warrant Agreement; and

WHEREAS, immediately after the receipt of any funds by the Issuer pursuant to this Subscription Agreement and the Other Subscription Agreements, such funds will be converted into Bitcoin subject to the terms of the BCA (after giving effect to any exceptions therein with respect to payment of any operating expenses and the payment of any expenses related to the Transactions).

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Section 1. Subscription. Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Issuer, and the Issuer hereby agrees to issue and sell to Subscriber, upon payment of the Purchase Price by or on behalf of Subscriber to the Issuer, the Subscribed Securities at the Closing (as defined below) (such subscription and issuance, the “Subscription”).

Section 2. Closing.

(a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the same date as the Transactions, immediately prior to the consummation of the Company Merger (the “Closing Date”).

(b) Notwithstanding anything to the contrary contained in this Subscription Agreement, if (i) Subscriber holds any SPAC Class A Ordinary Shares, together with any related Redemption Rights (as defined below) as of the date hereof (such shares held as of the date hereof, the “Eligible Shares”); and (ii) Subscriber (1) does not exercise any right to redeem SPAC Class A Ordinary Shares in connection with the redemption conducted by SPAC in accordance with SPAC’s organizational documents and final IPO prospectus in conjunction with the Closing (“Redemption Rights”) with respect to any such Eligible Shares (including revoking any prior redemption or conversion elections made with respect to any such Eligible Shares) and (2) does not Transfer (as defined below) any such Eligible Shares prior to two (2) Business Days (as defined below) prior to the date of SPAC’s extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) to be held pursuant to SPAC’s proxy statement included in the Form S-4 (as defined below), then any such Eligible Shares shall be “Non-Redeemed Shares”, and the number of Committed Shares Subscriber is obligated to purchase under this Subscription Agreement may be reduced by the number of Non-Redeemed Shares. In order to decrease the Committed Shares, Subscriber must, at least five (5) Business Days prior to the date of the Extraordinary General Meeting, deliver to Pubco a certificate in the form attached hereto as Annex C, and shall further, upon Pubco’s request, promptly provide such additional documents reasonably requested by SPAC relating to the Eligible Shares. For the avoidance of doubt, Subscriber shall not be required to reduce the number of Committed Shares by the number of any such Eligible Shares that it holds and, further, may also, in its sole discretion, fully reduce the number of Committed Shares with Non-Redeemed Shares. For purposes of this Section 2(b), “Transfer” means any (x) sale, offer to sell, contract or agreement 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 (the “Exchange Act”), with respect to any relevant securities, (y) 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 relevant securities, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, the number of Subscribed Warrants shall not be reduced as a result of the number of Committed Shares being reduced hereunder.

(c) The Purchase Price shall be paid in either cash or Bitcoin, at the Subscriber’s sole election, in such amounts as indicated in Subscriber’s signature page to this Subscription Agreement. If Subscriber elects to pay the Purchase Price in Bitcoin, then the number of Bitcoin to be paid to the Issuer shall equal (a) the Purchase Price divided by (b) the average Bitcoin price quoted on the Coinbase Exchange as of 11:59 p.m. New York City time for each of the five calendar days immediately prior to the date of the Closing Notice (as defined below) (the “Bitcoin Amount”).

(d) At least five (5) Business Days before the anticipated Closing Date, the Issuer shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) either (x) the wire instructions for delivery of the Purchase Price to the Issuer or its designee, if the Purchase Price is to be paid in cash, or (y) the wallet address maintained by a custodian to be named in the Closing Notice (the “Custodian”), which Custodian shall be a regulated financial institution that shall store the Bitcoin in accordance with industry-standard security practices, in the name of the Issuer (the “Custodial Account”), if the Purchase Price is to be paid in Bitcoin.

(e) No later than two (2) Business Days prior to the Closing Date, Subscriber shall deliver to the Issuer such information as is reasonably requested in the Closing Notice in order for the Issuer to issue the Subscribed Securities to Subscriber. Subscriber shall deliver the Purchase Price as follows:

(i) If Subscriber is delivering the Purchase Price in cash, Subscriber shall deliver to the Issuer, prior to 9:30 a.m. (Eastern time), on the Closing Date, the Purchase Price in cash via wire transfer of United States dollars in immediately available funds to the account specified in the Closing Notice against delivery (with such delivery to occur promptly following receipt of the Purchase Price) by the Issuer to Subscriber of (i) the Subscribed Shares in book entry form, free and clear of any liens, encumbrances or other restrictions (other than those arising under state or federal securities laws), in the name of Subscriber, and (ii) the Subscribed Warrants pursuant to the Warrant Agreement.

(ii) If Subscriber is delivering the Purchase Price in Bitcoin, Subscriber shall deliver to the Issuer, prior to 9:30 a.m. (Eastern time) on the Closing Date, (A) the Bitcoin Amount, free and clear of any liens, encumbrances or other restrictions, via transfer of the Bitcoin Amount to the Custodial Account as specified in the Closing Notice against delivery (with such delivery to occur promptly following receipt of the Purchase Price) by the Issuer to Subscriber of (i) the Subscribed Shares in book entry form, free and clear of any liens, encumbrances or other restrictions (other than those arising under state or federal securities laws), in the name of Subscriber, and (ii) the Subscribed Warrants pursuant to the Warrant Agreement, and (B) a completed and signed certification in the form attached hereto as Annex B.

As promptly as practicable after the completion of the Mergers (but in no event later than two (2) Business Days thereafter), Pubco shall deliver to each Subscriber evidence from Pubco’s transfer agent and warrant agent of, as applicable, (i) the issuance to Subscriber of the Subscribed Securities or (ii) the exchange of the Subscribed Securities for equivalent shares of Pubco Class A Common Stock and warrants of Pubco, in each instance in book-entry form and on and as of the Closing Date.

(f) In the event that the consummation of the Transactions does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company, Pubco and Subscriber, the Issuer shall promptly (but in no event later than three (3) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Issuer by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries of the Subscribed Securities shall be deemed cancelled. Notwithstanding such return or release (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6, Subscriber shall remain obligated to redeliver funds to the Issuer, as set forth in the Closing Notice, following the Issuer delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Issuer shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Issuer’s delivery to Subscriber of a new Closing Notice; provided that only one new Closing Notice may be issued. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday, Sunday or other day on which commercial banks in New York City (New York) are not open for a full business day for the general transaction of business.

(g) The obligations of Subscriber, the Company and Pubco to consummate, or cause to be consummated, the transactions contemplated by this Subscription Agreement (including the Closing) are subject to the satisfaction or, if permitted by applicable law, waiver by the parties hereto, of the conditions that, on the Closing Date:

(i) all conditions precedent to the closing of the Transactions set forth in the BCA shall have been satisfied or waived by the person with the authority to give such waiver (other than any such conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing) (as determined solely by the parties to the BCA in accordance therewith) and the closing of the Transactions shall be scheduled to occur substantially concurrently with or immediately following the Closing;

(ii) no governmental authority with competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and no such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose such restraint or prohibition; and

(iii) the Warrant Agreement shall have been executed and delivered by the parties thereto.

(h) The obligations of the Company and Pubco to consummate, or cause to be consummated, the transactions contemplated by this Subscription Agreement (including the Closing) are subject to the satisfaction, or waiver by the Company or Pubco, of the additional conditions that, on the Closing Date:

(i) all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects at and as of the Closing Date, as though made on and as of the Closing Date (other than (A) representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined below), which representations and warranties shall be true in all respects or (B) representations and warranties that speak as of a specified earlier date, which representations and warranties shall be true and correct in all material respects as of such specified date), and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of Subscriber contained in this Subscription Agreement as of the Closing Date, but without giving effect to consummation of the Transactions, or as of such earlier date, as applicable;

(ii) Subscriber shall have wired the Purchase Price in accordance with Sections 2(c) and 2(e) and otherwise performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and

(i) The obligations of Subscriber to consummate, or cause to be consummated, the transactions contemplated by this Subscription Agreement (including the Closing) are subject to the satisfaction or waiver by Subscriber of the additional conditions that, on the Closing Date:

(i) all representations and warranties of the Company and Pubco contained in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date, as though made on and as of the Closing Date (other than (A) representations and warranties that are qualified as to materiality, Company Material Adverse Effect or Pubco Material Adverse Effect (each as defined below), which representations and warranties shall be true in all respects or (B) representations and warranties that speak as of a specified earlier date, which representations and warranties shall be true and correct in all material respects as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Company and Pubco, as the case may be, of each of their representations, warranties and agreements contained in this Subscription Agreement as of the Closing Date, but without giving effect to consummation of the Transactions, or as of such earlier date, as applicable; (ii) no Other Subscription Agreement (or other agreements or understandings (including side letters) entered into in connection therewith or in connection with the sale of the Other Subscribed Securities) shall have been amended, modified or waived in any manner that benefits any Other Subscriber unless the Subscriber shall have been offered in writing the same benefits (other than terms particular to the legal or regulatory requirements of such Other Subscriber or its affiliates or related persons);

(iii) no amendments, modifications or waivers to the terms of the BCA (as it exists on the date hereof as provided to Subscriber) shall have occurred, in each case, in a manner that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement (unless Subscriber has provided its written consent thereto);

(iv) all consents, waivers, authorizations or orders of, any notice required to be made to, and any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including the Stock Exchange (as defined below) and any stockholder approval required by applicable Stock Exchange rules and regulations) or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Subscribed Securities) required to be made in connection with the issuance and sale of the Subscribed Securities shall have been obtained or made, except where the failure to so obtain or make would not prevent the Company and Pubco from consummating the transactions contemplated hereby, including the issuance and sale of the Subscribed Securities to the Subscriber;

(v) the Company and Pubco shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Company or Pubco, respectively, at or prior to the Closing;

(vi) there has not occurred (i) any Company Material Adverse Effect (as defined in the BCA) since the date of this Subscription Agreement that is continuing, (ii) any Pubco Material Adverse Effect or (iii) any Company Material Adverse Effect (as defined herein);

(vii) the Pubco Class A Common Stock shall have been approved for listing on the Nasdaq Stock Market, subject only to official notice of issuance; and

(viii) after giving effect to the issuance of the Subscribed Shares pursuant this Subscription Agreement and the issuance of the shares pursuant to Other Subscription Agreements, on the Closing Date, no fewer than 60,187,500 shares of Pubco Class A Common Stock shall have been issued and outstanding (which excludes any shares of Pubco Class A Common Stock that may be issued upon exercise of the Pubco Warrants or any shares of Pubco Class A Common Stock that may be issued to holders of SPAC Class A Ordinary Shares in the SPAC Merger), and all such issued and outstanding shares shall have been issued prior to or contemporaneously with the issuance of the Subscribed Securities to the Subscriber.

(j) Prior to or at the Closing, Subscriber shall deliver to the Issuer all such other information as is reasonably requested in order for the Issuer to issue the Subscribed Securities to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Securities are to be issued (or Subscriber’s nominee in accordance with its delivery instructions) and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In addition, if Subscriber is delivering the Purchase Price in Bitcoin, Subscriber shall deliver to the Issuer and/or the Custodian, prior to or at the Closing, all such other information as is required or reasonably requested for tax or regulatory compliance purposes.

Section 3. Company and Pubco Representations and Warranties. Each of the Company, solely with respect to the representations and warranties set forth below relating to the Company, and Pubco, solely with respect to the representations and warranties set forth below relating to Pubco, represents and warrants, severally and not jointly, to Subscriber as of the date hereof and as of the Closing, that:

(a) The Company (i) is validly existing and in good standing under the laws of the State of Delaware, (ii) has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as it is now being conducted and to enter into and perform its obligations under this Subscription Agreement and other Transaction Documents to which it is a party, and (iii) is duly licensed or qualified and in good standing (to the extent applicable) in all jurisdictions in which its ownership of property or character of its activities is such as to require it to be so licensed or qualified, except, with respect to the foregoing clause (iii), where the failure to be so licensed or qualified has not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. For purposes of this Subscription Agreement, a “Company Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to the Company that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the Company’s ability to consummate the transactions contemplated by this Subscription Agreement.

(b) Pubco (i) is validly existing under the laws of the State of Delaware, (ii) has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as it is now being conducted and to enter into and perform its obligations under this Subscription Agreement and other Transaction Documents to which it is a party, and (iii) is duly licensed or qualified and in good standing (to the extent applicable) in all jurisdictions in which its ownership of property or character of its activities is such as to require it to be so licensed or qualified, except, with respect to the foregoing clause (iii), where the failure to be so licensed or qualified has not and would not, individually or in the aggregate, reasonably be expected to have a Pubco Material Adverse Effect. For purposes of this Subscription Agreement, a “Pubco Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Pubco that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on Pubco’s ability to consummate the transactions contemplated by this Subscription Agreement.

(c) The issuance and sale of the Subscribed Securities, and the transactions contemplated under the Transaction Documents have been duly authorized by the Issuer. The Subscribed Shares and the Warrant Shares, when issued and delivered to Subscriber (or its nominee in accordance with the Subscriber’s delivery instructions and subject to the receipt of the Purchase Price in accordance with the terms of this Subscription Agreement) pursuant to this Subscription Agreement and the Warrant Agreement, and any Pubco Class A Common Stock or Pubco Warrants issued to the Subscriber with respect to its Subscribed Securities in the Company Merger, if applicable, will be validly issued, fully paid, non- assessable, and free and clear of all liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), and will not have been issued in violation of, or subject to, any preemptive or similar rights created under the Company Organizational Documents or Pubco Organizational Documents, as applicable and each as in effect at such time of issuance, or under the Delaware General Corporation Law. The Issuer has reserved from its duly authorized share capital the number of Warrant Shares issuable upon exercise of the Subscribed Warrants. The Subscribed Warrants have been duly authorized and, when issued and delivered in accordance with this Subscription Agreement, will constitute valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies (collectively, the “Enforceability Exceptions”).

(d) Each Transaction Documents has been duly authorized, validly executed and delivered by the Company and Pubco, and assuming the due authorization, execution and delivery of the same by Subscriber, each such Transaction Document shall constitute the valid and legally binding obligation of the Company and Pubco, enforceable against each of the Company and Pubco in accordance with its terms, subject to the Enforceability Exceptions.

(e) Assuming the accuracy of the representations and warranties of Subscriber set forth in Section 4, the execution, delivery and performance of each Transaction Document, the issuance of the Subscribed Securities pursuant to this Subscription Agreement and the Warrant Agreement, as applicable (if issued by the Company), the compliance by the Company with all of the provisions of this Subscription Agreement and the Warrant Agreement applicable to the Company and the consummation of the transactions contemplated herein and therein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, (ii) conflict with or violate any provision of, or result in the breach of, the Company’s organizational documents (“Company Organizational Documents”), or (iii) conflict with or result in any violation of any statute or any judgment, order, rule or regulation of any court governmental authority with competent jurisdiction over the Company or any of its properties except, in the case of clauses (i) and (iii), for such violations, conflicts, breaches, defaults or liens, charges or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(f) Assuming the accuracy of the representations and warranties of Subscriber set forth in Section 4, the execution, delivery and performance of each Transaction Document, the issuance of the Subscribed Securities pursuant to this Subscription Agreement and the Warrant Agreement, as applicable (if issued by Pubco), the issuance of any Pubco Class A Common Stock or Pubco Warrants to the Subscriber with respect to its Subscribed Securities in the Company Merger, if applicable, the compliance by Pubco with all of the provisions of this Subscription Agreement and the Warrant Agreement applicable to Pubco and the consummation of the transactions contemplated herein and therein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Pubco pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Pubco is a party or by which Pubco is bound or to which any of the property or assets of Pubco is subject, (ii) conflict with or violate any provision of, or result in the breach of, Pubco’s organizational documents (“Pubco Organizational Documents”), or (iii) conflict with or result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental authority with competent jurisdiction over Pubco or any of its properties except, in the case of clauses (i) and (iii), for such violations, conflicts, breaches, defaults or liens, charges or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a Pubco Material Adverse Effect.

(g) Assuming the accuracy of the representations and warranties of Subscriber set forth in Section 4, neither the Company nor Pubco is required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or governmental authority with competent jurisdiction, self-regulatory organization (including any stock exchange on which the Pubco Class A Common Stock will be listed (the “Stock Exchange”)) or other person in connection with the execution, delivery and performance of this Subscription Agreement and the Warrant Agreement or the issuance of any Pubco Class A Common Stock or Pubco Warrants issued to the Subscriber with respect to its Subscribed Securities in the Company Merger, if applicable, other than (i) filings required by applicable state securities laws, (ii) the filing of the Registration Statement (as defined below) pursuant to Section 5, (iii) filings required by the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the rules of the United States Securities and Exchange Commission (the “Commission”), including Pubco’s registration statement on Form S-4 with respect to the Transactions and the proxy statement/prospectus included therein (the “Form S-4”), (iv) filings required by the Stock Exchange, including with respect to obtaining SPAC shareholder approval of the Transactions, (v) filings required to consummate the Transactions as provided under the BCA, (vi) filings in connection with or as a result of any publicly available written guidance, comments, requirements or requests of the staff of the Commission under the Securities Act (the “SEC Guidance”) and (vii) those the failure of which to obtain would not have a Company Material Adverse Effect or a Pubco Material Adverse Effect, as applicable.

(h) Except for such matters as have not had and would not reasonably be expected to have a Company Material Adverse Effect or a Pubco Material Adverse Effect, as applicable, there is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator with competent jurisdiction pending, or, to the knowledge of the Company or Pubco, threatened in writing against the Company or Pubco or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator with competent jurisdiction outstanding against the Company or Pubco.

(i) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4, no registration under the Securities Act or any state securities (or Blue Sky) laws is required for the offer and sale of the Subscribed Securities by the Issuer to Subscriber.

(j) None of the Company, Pubco or any person acting on their behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Subscribed Securities. The Subscribed Securities are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws. None of the Company, Pubco or any person acting on their behalf has, directly or indirectly, at any time within the past thirty (30) calendar days, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale by the Issuer of the Subscribed Securities as contemplated hereby or the Other Subscribed Securities as contemplated by the Other Subscription Agreements or (ii) cause the offering of the Subscribed Securities pursuant to this Subscription Agreement or the Other Subscribed Securities pursuant to the Other Subscription Agreements to be integrated with prior offerings by the Company or Pubco for purposes of the Securities Act or, other than the Convertible Notes PIPE, any applicable stockholder approval provisions. None of the Company, Pubco or any person acting on their behalf (other than the Placement Agents (as defined below) and their respective persons acting on their behalf in such capacity, as to whom neither the Company nor Pubco makes any representation) has offered or sold or will offer or sell any securities, or has taken or will take any other action, which would reasonably be expected to subject the offer, issuance or sale of the Subscribed Securities or the Other Subscribed Securities, as contemplated pursuant to this Subscription Agreement and the Warrant Agreement, as applicable, to the registration provisions of the Securities Act.

(k) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Issuer, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3) of the Securities Act is applicable.

(l) Pubco is in compliance with all applicable laws, except where such non-compliance would not be reasonably likely to have a Pubco Material Adverse Effect. Pubco has not received any written communication from a governmental authority that alleges that Pubco is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Pubco Material Adverse Effect.

(m) The Company is in compliance with all applicable laws, except where such non-compliance would not be reasonably likely to have a Company Material Adverse Effect. The Company has not received any written communication from a governmental authority that alleges that the Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(n) Upon consummation of the Transactions, the Pubco Class A Common Stock will be registered pursuant to Section 12(b) of the Exchange Act and will be listed for trading on the Stock Exchange, and the Pubco Class A Common Stock will be approved for listing on Nasdaq or another national securities exchange, subject to official notice of issuance. The Pubco Class A Common Stock will be eligible for clearing through The Depository Trust Company, through its Deposit/Withdrawal At Custodian (DWAC) system, and Pubco will be eligible and participating in the Direct Registration System (DRS) of DTC with respect to the Pubco Class A Common Stock. Pubco’s transfer agent will be a participant in DTC’s Fast Automated Securities Transfer Program.

(o) Other than compensation to be paid to Cantor Fitzgerald & Co., BTIG, LLC and Houlihan Lokey Capital Inc., as placement agents to SPAC and Pubco (the “Placement Agents”), no broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with the sale of the Subscribed Securities to Subscriber.

(p) As of the date hereof, the authorized share capital of the Company consists of 35,000,000 shares, all of which are shares of Company Common Stock.  As of the date hereof and prior to giving effect to the Transactions: 25,010 shares of Company Common Stock were issued and outstanding.  All issued and outstanding shares of Company Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to preemptive or similar rights. Prior to the Closing Date, in accordance with Section 5.21 of the BCA, the Company shall amend the Company Organizational Documents to increase the authorized share capital in a manner sufficient to consummate the transactions contemplated by this Subscription Agreement. Other than Pubco, Company Merger Sub and Pubco Merger Sub, the Company has no subsidiaries and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated.  There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any shares of Company Common Stock or other equity interests in the Company, other than as contemplated by the BCA or as described in the forms, reports, schedules, statements, registration statements, prospectuses, and other documents filed or furnished as of the date hereof by Pubco with the Commission under the Securities Act and/or the Exchange Act (collectively, and together with any amendments, restatements or supplements thereto, the “SEC Documents”).

(q) As of the date hereof, the authorized share capital of Pubco consists of 1,000 shares, all of which are shares of Pubco Common Stock.  As of the date hereof and prior to giving effect to the Transactions: 10 shares of Pubco Common Stock were issued and outstanding.  All issued and outstanding shares of Pubco Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to preemptive or similar rights. Prior to the Closing Date, in accordance with Section 2.1(e) of the BCA, Pubco shall amend the Pubco Organizational Documents to, among other things, increase the authorized share capital in a manner sufficient to consummate the transactions contemplated by this Subscription Agreement.  Other than Company Merger Sub and SPAC Merger Sub, Pubco has no subsidiaries and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated.  There are no shareholder agreements, voting trusts or other agreements or understandings to which Pubco is a party or by which it is bound relating to the voting of any shares of Pubco Common Stock or other equity interests in Pubco, other than as contemplated by the BCA or as described in the SEC Documents.

(r) The Other Subscription Agreements reflect the same Per Subscribed Security Price and the same other terms and conditions with respect to the purchase of Subscribed Securities that are no more favorable in the aggregate to the Other Subscribers than the material terms of this Subscription Agreement are to the Subscriber (other than terms particular to the regulatory requirements of such investor or its affiliates or related funds that are mutual funds or are otherwise subject to regulations related to the timing of funding and the issuance of the related securities).

(s) Neither the Company nor Pubco is, and immediately after receipt of payment for the Subscribed Securities and Other Subscribed Securities and consummation of the Transactions, neither will be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(t) None of the Company, Pubco, and any of their respective controlled affiliates (i) is, or will be at or immediately after the Closing, a person of a country of concern, as such term is defined in 31 C.F.R. § 850.221 (a “Covered Person”), (ii) directly or indirectly hold, or will hold at or immediately after the Closing, a board seat on, a voting or equity interest in, or any contractual power to direct or cause the direction of the management or policies of, any Covered Person, or (iii) is engaged, or has plans to engage, or will be engaged at or immediately after the Closing, directly or indirectly, in a “covered activity,” as such term is defined in 31 C.F.R. § 850.208.

Section 4. Subscriber Representations and Warranties. Subscriber represents and warrants to the Company, Pubco and the Placement Agents, as of the date hereof and as of the Closing, that:

(a) If Subscriber is a legal entity, Subscriber (i) has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of formation or incorporation and (ii) has the requisite power and authority to enter into, and perform its obligations under, this Subscription Agreement. If Subscriber is an individual, Subscriber has the legal competence and capacity to enter into and perform its obligations under this Subscription Agreement.

(b) If Subscriber is a legal entity, this Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber. If Subscriber is an individual, Subscriber’s signature is genuine and the signatory has the legal competence and capacity to execute this Subscription Agreement. Assuming the due authorization, execution and delivery of the same by the Company and Pubco, this Subscription Agreement shall constitute the valid and legally binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to the Enforceability Exceptions.

(c) If Subscriber is paying the Purchase Price in Bitcoin, (i) Subscriber has all rights, title and interest in and to the Bitcoin to be contributed by it to the Issuer pursuant to this Subscription Agreement, (ii) such Bitcoin is held in a digital wallet held or operated by or on behalf of Subscriber at or by an appropriately regulated custodian and/or in accordance with industry-standard security practices (the “Subscriber Digital Wallet”) and neither such Bitcoin nor such Subscriber Digital Wallet is subject to any liens, encumbrances or other restrictions, (iii) Subscriber has taken commercially reasonable steps to protect its Subscriber Digital Wallet and such Bitcoin and (iv) Subscriber has the exclusive ability to control such Subscriber Digital Wallet, including by use of “private keys” or other equivalent means or through custody arrangements or other equivalent means.

(d) The execution, delivery and performance of this Subscription Agreement, the purchase of the Subscribed Securities hereunder, the compliance by Subscriber with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject; (ii) if Subscriber is a legal entity, the organizational documents of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental authority with competent jurisdiction over Subscriber or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a Subscriber Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to the Subscriber that, individually or in the aggregate, would reasonably be expected to materially impair or materially delay the Subscriber’s performance of its obligations under this Subscription Agreement, including the purchase of the Subscribed Securities.

(e) Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), or (7) under the Securities Act) satisfying the applicable requirements set forth on Annex A hereto, (ii) is an “institutional investor” (as defined in FINRA Rule 2111), (iii) if located or resident in a member state of the European Economic Area, is a “qualified investor” within the meaning of Article 2 of Regulation (EU) 2017/1129 (as amended, the “EU Prospectus Regulation”), (iv) if located or resident in the United Kingdom, is a “qualified investor” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) who is also (x) an investment professional falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”); (y) a high net worth entity falling within Article 49(2)(a) to (d) of the Order; or (z) a person to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”)) in connection with the issue or sale of the Subscribed Securities may be lawfully communicated or caused to be communicated, (v) is acquiring the Subscribed Securities only for its own account and not for the account of others, or if Subscriber is subscribing for the Subscribed Securities as a fiduciary or agent for one or more investor accounts, each owner of such account is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) and Subscriber has sole investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (vi) is not acquiring the Subscribed Securities with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or other applicable securities laws (and has provided the Company and Pubco with the requested information on Annex A following the signature page hereto). Subscriber is not an entity formed for the specific purpose of acquiring the Subscribed Securities.

(f) Subscriber acknowledges and agrees that the Subscribed Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Subscribed Securities have not been registered under the Securities Act and that neither the Company nor Pubco is required to register the Subscribed Securities or the Warrant Shares except as set forth in Section 5. Subscriber acknowledges and agrees that neither the Subscribed Securities nor the Warrant Shares may be offered, resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to the Company, Pubco or a subsidiary thereof, (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act, and, in each of clauses (i)-(ii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or account entries representing the Subscribed Securities or Warrant Shares shall contain a restrictive legend to such effect. Subscriber acknowledges and agrees that the Subscribed Securities and the Warrant Shares will be subject to these securities law transfer restrictions, and as a result of these transfer restrictions, Subscriber may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Subscribed Securities or the Warrant Shares and may be required to bear the financial risk of an investment in the Subscribed Securities and the Warrant Shares for an indefinite period of time. Subscriber acknowledges and agrees that, unless the Subscribed Securities or the Warrant Shares are earlier registered on the Form S-4 or a Registration Statement, the Subscribed Securities and the Warrant Shares will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”) until at least one year following the filing of certain required information with the Commission after the Closing Date. Subscriber acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Subscribed Securities.

(g) Subscriber understands and agrees that Subscriber is purchasing the Subscribed Securities directly from the Issuer. Subscriber further acknowledges that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties, covenants or agreements made to Subscriber by the Company, Pubco, the Placement Agents or any of their respective affiliates or any of such person’s or its or their respective affiliates’ control persons, officers, directors, partners, members, managing members, managers, agents, employees or other representatives, legal counsel, financial advisors, accountants or agents (collectively, “Representatives”), any other party to the Transactions or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company or Pubco set forth in this Subscription Agreement, and Subscriber is not relying on any other purported representations, warranties, covenants, agreements or statements (including by omission), which are hereby disclaimed by Subscriber.

(h) In making its decision to purchase the Subscribed Securities, Subscriber has relied solely upon an independent investigation made by Subscriber and the Company’s and Pubco’s respective representations, warranties and agreements in this Subscription Agreement. Subscriber acknowledges and agrees that Subscriber has had access to, has received, and has had an adequate opportunity to review, such information as Subscriber deems necessary in order to make an investment decision with respect to the Subscribed Securities, including with respect to the Company, Pubco and the Transactions, and Subscriber has made its own assessment and is satisfied concerning the relevant financial, tax and other economic considerations relevant to Subscriber’s investment in the Subscribed Securities. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as Subscriber and Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Subscribed Securities, including but not limited to information concerning the Company, Pubco, the BCA, and the Subscription.

(i) Subscriber acknowledges and agrees that none of the Company, Pubco, the Placement Agents nor their respective affiliates or any of such person’s or its or their respective affiliates’ Representatives has provided Subscriber with any advice with respect to the Subscribed Securities. Other than as set forth herein, none of the Company, Pubco, the Placement Agents or any of their respective affiliates or Representatives has made or makes any representation or warranty, whether express or implied, of any kind or character as to the value of the Subscribed Securities.

(j) Subscriber became aware of this offering of the Subscribed Securities solely by means of direct contact between Subscriber, on the one hand, and the Company and Pubco (and their Representatives, including the Placement Agents), on the other, and the Subscribed Securities were offered to Subscriber solely by direct contact between Subscriber, on the one hand, and the Company and Pubco (and their Representatives, including the Placement Agents), on the other, or their respective affiliates. Subscriber did not become aware of this offering of the Subscribed Securities, nor were the Subscribed Securities offered to Subscriber, by any other means, and none of the Company or Pubco or their respective Representatives (including the Placement Agents) acted as investment advisor, broker or dealer to Subscriber. Subscriber acknowledges that the Subscribed Securities (i) were not offered by any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

(k) Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subscribed Securities. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Subscribed Securities, and Subscriber has had an opportunity to seek, and has sought, such accounting, legal, business and tax advice as Subscriber has considered necessary to make an informed investment decision. Subscriber (i) is an institutional account as defined in FINRA Rule 4512(c) and an institutional “accredited investor” as defined in Rule 501(a) under the Securities Act, (ii) is a sophisticated institutional investor, experienced in investing in business transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Subscribed Securities.

(l) Subscriber has adequately analyzed and fully considered the risks of an investment in the Subscribed Securities and determined that the Subscribed Securities are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in Pubco. Subscriber acknowledges specifically that a possibility of total loss exists.

(m) Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Subscribed Securities or made any findings or determination as to the fairness of this investment.

(n) Neither the Subscriber nor any of its affiliates, officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function is (i) a person (including individual or entity) that is the target or the subject of economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by relevant governmental authorities with competent jurisdiction, including, but not limited to those administered by the U.S. government through the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) and the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, or the United Kingdom (including His Majesty’s Treasury of the United Kingdom) (collectively, “Sanctions”), (ii) a person or entity listed on the List of Specially Designated Nationals and Blocked Persons administered by OFAC, or in any Executive Order issued by the President of the United States and administered by OFAC, or any other any Sanctions-related list of sanctioned persons maintained by OFAC, the Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union, any EU member state, or the United Kingdom (collectively, “Sanctions Lists”), (iii) organized, incorporated, established, located, resident or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, or the so-called Luhansk People’s Republic regions of Ukraine, as well as the non-controlled regions of the oblasts of Zaporizhzhia and Kherson or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European Union or any individual European Union member state, or the United Kingdom; (iv) directly or indirectly owned or controlled (as ownership and control are defined and interpreted under applicable sanctions), or acting on behalf or at the direction of, any such person or persons described in any of the foregoing clauses (i) through (iv), except in each case as permitted under Sanctions laws; or (v) a non-U.S. institution that accepts currency for deposit and that has no physical presence in the jurisdiction in which it is incorporated or in which it is operating, as the case may be, and is unaffiliated with a regulated financial group that is subject to consolidated supervision (a “non-U.S. shell bank”) or providing banking services indirectly to a non-U.S. shell bank (collectively, (i) through (v), a “Prohibited Investor”). Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law; provided that Subscriber is permitted to do so under applicable law. Subscriber represents that (i) if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Subscriber maintains policies and procedures to ensure compliance with its obligations under the BSA/PATRIOT Act, and (ii) to the extent required, it maintains policies and procedures reasonably designed to ensure compliance with the anti-corruption and anti-money laundering-related laws administered and enforced by other governmental authorities with competent jurisdiction. Subscriber also represents that it maintains policies and procedures reasonably designed to ensure compliance with Sanctions. Subscriber further represents and warrants that, to its knowledge, (i) none of the funds held by Subscriber and used to purchase the Subscribed Securities are or will be derived from transactions directly or indirectly with or for the benefit of any Prohibited Investor, (ii) such funds are from legitimate sources and do not constitute the proceeds of criminal conduct or criminal property, (iii) such funds do not originate from and have not been routed through an account maintained at a non-U.S. shell bank; and (iv) it maintains policies and procedures reasonably designed to ensure the funds held by Subscriber and used to purchase the Subscribed Securities were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor or from or through a non-U.S. shell bank.

(o) No foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Issuer as a result of the purchase and sale of Subscribed Securities hereunder, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Issuer from and after the Closing as a result of the purchase and sale of Subscribed Securities hereunder.

(p) If Subscriber is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, Subscriber represents and warrants that (i) it has not relied on the Company, Pubco, the Placement Agents or any of their respective affiliates (the “Transaction Parties”) for investment advice or as the Plan’s fiduciary with respect to its decision to acquire and hold the Subscribed Securities, and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Subscribed Securities and (ii) the acquisition and holding of the Subscribed Securities will not result in a non-exempt prohibited transaction under ERISA or section 4975 of the Code.

(q) Subscriber has or has commitments to have and, when required to deliver payment pursuant to Section 2, Subscriber will have sufficient funds to pay the Purchase Price pursuant to Section 2.

(r) Subscriber agrees that none of (i) any Other Subscriber pursuant to an Other Subscription Agreement or any other agreement related to the private placement of the Issuer’s securities (including the controlling persons, officers, directors, partners, agents or employees of any such Subscriber) nor (ii) the Placement Agents shall be liable (including, without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such person or entity), whether in contract, tort or otherwise, or have any liability or obligation to Subscriber or any Other Subscriber, or any person claiming through Subscriber or any Other Subscriber, pursuant to this Subscription Agreement or related to the private placement of the Subscribed Securities, the negotiation hereof or the subject matter hereof, or the transactions contemplated hereby, for any action heretofore or hereafter taken or omitted to be taken by any of the foregoing in connection with the purchase of the Subscribed Securities.

(s) No broker or finder is entitled to any brokerage or finder’s fee or commission to be paid by Subscriber solely in connection with the sale of the Subscribed Securities to Subscriber.

(t) At all times on or prior to the Closing Date, Subscriber has no binding commitment to dispose of, or otherwise transfer (directly or indirectly), any of the Subscribed Securities, other than binding commitments it may have to transfer and/or pledge such Subscribed Securities upon Closing to a prime broker under and in accordance with its prime brokerage agreement with such broker.

(u) Other than with respect to its affiliates, Subscriber is not currently (and at all times through the Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of equity securities of Pubco (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

(v) Subscriber will not acquire a substantial interest (as defined in 31 C.F.R. Part 800.244) in the Company or Pubco as a result of the purchase and sale of the Subscribed Securities.

(w) Subscriber does not currently have, nor will have prior to the Closing, any binding commitment, plan or intention to dispose of the Subscribed Securities following the Closing.

(x) Subscriber has not relied on any statements or other information provided by the Placement Agents concerning SPAC, the Company and Pubco or the Issuer’s securities or the offer and sale of the Subscribed Securities. No disclosure or offering document has been prepared by the Placement Agents in connection with the offer and sale of the Subscribed Securities. The Placement Agents and each of their members, directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to SPAC, the Company, Pubco, or the Subscribed Securities or the accuracy, completeness or adequacy of any information supplied to the Subscriber by or on behalf of SPAC, the Company or Pubco. In connection with the issue and purchase of the Subscribed Securities, the Placement Agents have not made any recommendations regarding an investment in the Company, Pubco, the Subscribed Securities or other Issuer’s securities or acted as the Subscriber’s financial advisor or fiduciary.

(y) Subscriber covenants that neither it, nor any affiliate acting on its behalf or pursuant to any understanding with it, has executed or will execute any purchases or sales of any of securities of the Company and Pubco during the period that commenced at the time that Subscriber first learned of the transactions contemplated hereunder and ending at such time that the transactions contemplated by this Subscription Agreement are first publicly announced pursuant to the initial press release as described in Section 8(u). Subscriber covenants that until such time as the transactions contemplated by this Subscription Agreement are publicly disclosed by SPAC pursuant to the initial press release as described in Section 8(u), Subscriber will maintain the confidentiality of the existence and terms of the Subscription and the Transactions and the transactions contemplated hereby. Notwithstanding the foregoing and notwithstanding anything contained in this Subscription Agreement to the contrary, the Company and Pubco expressly acknowledge and agree that Subscriber shall have no duty of confidentiality as set forth in this Section 4(y) to the Company or Pubco after the issuance of the initial press release as described in Section 8(u). Notwithstanding the foregoing, in the case that Subscriber is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of Subscriber’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of Subscriber’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Subscribed Securities covered by this Subscription Agreement.

Section 5. Registration of Subscribed Shares.

(a) Pubco agrees to use commercially reasonable efforts to cause the Subscribed Securities and Warrant Shares (such securities, the “Registrable Securities”) to be registered on the Form S-4, if permitted under applicable Commission rules, regulations and interpretations (including as may be confirmed to counsel of Pubco by the staff of the Commission orally or in writing). Pubco’s obligations to include the Registrable Securities in the Form S-4 are contingent upon Subscriber promptly furnishing any information reasonably requested by SPAC or Pubco for purposes of making applicable disclosures in the Form S-4.

(b) To the extent that any Registrable Securities are unable to be included on the Form S-4, then, subject to Section 5(d), Pubco agrees that, as soon as practicable but in no event later than thirty (30) calendar days following the Closing Date, Pubco will file with the Commission (at Pubco’s sole cost and expense) a registration statement registering the resale of such Registrable Securities (such registration statement, the “Resale Registration Statement”, and together with the Form S-4, the “Registration Statements”), and Pubco shall use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than sixty (60) calendar days after the Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended by a maximum of thirty (30) calendar days after the Closing Date if the Resale Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that Pubco shall request the Resale Registration Statement declared effective promptly after the date Pubco is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Resale Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of calendar days as the number of calendar days during which the Commission remains closed. Pubco will provide a draft of the Resale Registration Statement to Subscriber at least five (5) Business Days in advance of the date of filing the Resale Registration Statement with the Commission. Unless otherwise agreed to in writing by Subscriber prior to the filing of the Resale Registration Statement, Subscriber shall not be identified as a statutory underwriter in the Resale Registration Statement unless the Commission requests that Subscriber be identified as a statutory underwriter; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the Resale Registration Statement, Subscriber will have the opportunity to withdraw from the Resale Registration Statement upon its prompt written request to Pubco. Notwithstanding the foregoing, if the Commission or its regulations prevent Pubco from including any or all of the Registrable Securities proposed to be registered under the Resale Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the applicable stockholders or otherwise, such Resale Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the Commission. In such event, the number of Registrable Securities shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional Registrable Securities under Rule 415 under the Securities Act, Pubco shall amend the Resale Registration Statement or file one or more new Registration Statement(s) (with such amendment or new Registration Statement also being deemed to be a “Registration Statement” hereunder) to register such additional Registrable Securities and use commercially reasonable efforts to cause such amendment or Registration Statement(s) to become effective as promptly as practicable after the filing thereof, but in any event no later than thirty (30) calendar days after the filing of such Registration Statement (the “Additional Effectiveness Deadline”); provided, that the Additional Effectiveness Deadline shall be extended by thirty (30) calendar days after the filing of such Registration Statement, including any new Registration Statement or amended Registration Statement, if such Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that Pubco shall request that such Registration Statement be declared effective promptly after the date Pubco is notified (orally or in writing, whichever is earlier) by the staff of the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of calendar days as the number of calendar days during which the Commission remains closed. Any failure by Pubco to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve Pubco of its obligations to file or effect a Registration Statement as set forth in this Section 5.

(c) Notwithstanding anything to the contrary, if at any time following the filing of a Registration Statement, Pubco determines that it is eligible to register the Registrable Securities on Form S-3, then Pubco shall use its reasonable best efforts to (i) promptly as possible but in no event more than ten (10) Business Days after such determination to file a new Registration Statement on Form S-3; (ii) have such Registration Statement declared effective by the Commission; and (iii) keep such Registration Statement effective during the period during which such Registration Statement is required to be kept effective in accordance with this Subscription Agreement.

(d) Pubco agrees that, except for such times as Pubco is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, Pubco will use its commercially reasonable efforts to cause such Registration Statement to remain effective with respect to Subscriber, including to prepare and file any post-effective amendment to such Registration Statement or a supplement to the related prospectus such that the prospectus will not include any untrue statement or a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, until the earliest to occur of (i) the date on which Subscriber ceases to hold any Registrable Securities issued pursuant to this Subscription Agreement and (ii) the first date on which Subscriber can sell all of its Registrable Securities issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount of such securities that may be sold and without the requirement for Pubco to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (the earliest of clauses (i) and (ii), the “End Date”). Prior to the End Date, Pubco (i) will use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable; (ii) file all reports, and provide all customary and reasonable cooperation, necessary to enable Subscriber to resell Registrable Securities pursuant to the Registration Statement; and (iii) qualify the Registrable Securities for listing on the Stock Exchange and update or amend the Registration Statement as necessary to include Registrable Securities. Pubco will use its commercially reasonable efforts to (A) for so long as Subscriber holds Registrable Securities, make and keep public information available (as those terms are understood and defined in Rule 144) and file with the Commission in a timely manner all reports and other documents required of Pubco under the Exchange Act so long as Pubco remains subject to such requirements to enable Subscriber to resell the Registrable Securities pursuant to Rule 144, (B) at the reasonable request of Subscriber, deliver all the necessary documentation to cause Pubco’s transfer agent to remove all restrictive legends from any Registrable Securities being sold under the Registration Statement or pursuant to Rule 144 at the time of sale of the Registrable Securities, and (C) cause its legal counsel to deliver to the transfer agent the necessary legal opinions required by the transfer agent, if any, in connection with the instruction under clause (B) upon the receipt of Subscriber representation letters and such other customary supporting documentation as requested by (and in a form reasonably acceptable to) such counsel. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of Registrable Securities to Pubco (or its successor) as may be reasonably required to enable Pubco to make the determination described above.

(e) Pubco’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing in writing to Pubco a completed selling stockholder questionnaire in customary form that contains such information regarding Subscriber, the securities of Pubco held by Subscriber and the intended method of disposition of the Registrable Securities as shall be reasonably requested by Pubco to effect the registration of the Registrable Securities, and Subscriber shall execute such documents in connection with such registration as Pubco may reasonably request that are customary of a selling stockholder in similar situations, including providing that Pubco shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement (i) during any customary blackout or similar period or as permitted hereunder and (ii) as may be necessary in connection with the preparation and filing of a post-effective amendment to the Registration Statement following the filing of Pubco’s Annual Report on Form 10-K for its first completed fiscal year following the effective date of the Registration Statement; provided, that Pubco shall request such information from Subscriber, including the selling stockholder questionnaire, at least five (5) Business Days prior to the anticipated date of filing the Registration Statement with the Commission. In the case of the registration effected by Pubco pursuant to this Subscription Agreement, Pubco shall, upon reasonable request, inform Subscriber as to the status of such registration. Subscriber shall not be entitled to use the Registration Statement for an underwritten offering of Registrable Securities. Notwithstanding anything to the contrary contained herein, Pubco may from time to time require Subscriber not to sell under the Registration Statement or suspend the use or effectiveness of any such Registration Statement if (A) it determines in good faith that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, including as a result of any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information, (B) such filing or use would materially affect a bona fide business or financing transaction of Pubco or would require premature disclosure of information that would materially adversely affect Pubco, (C) in the good faith judgment of the majority of the members of Pubco’s board of directors, such filing or effectiveness or use of such Registration Statement would be seriously detrimental to Pubco, (D) the majority of the board determines to delay the filing or initial effectiveness of, or suspend use of, a Registration Statement and such delay or suspension arises out of, or is a result of, or is related to or is in connection with the SEC Guidance directed at special purpose acquisition companies or companies that have consummated a business combination with a special purpose acquisition company, or any related disclosure or related matters, or (E) as may be necessary in connection with the preparation and filing of a post-effective amendment to the Registration Statement following the filing of Pubco’s Annual Report on Form 10-K for its first completed fiscal year following the effective date of the Registration Statement (each such circumstance, a “Suspension Event”); provided, that, (w) Pubco shall not so delay filing or so suspend the use of the Registration Statement for a period of more than forty-five (45) consecutive days or more than ninety (90) total calendar days in any consecutive three hundred sixty (360) day period, or more than two (2) times in any consecutive three hundred sixty (360) day period and (x) Pubco shall use commercially reasonable efforts to make such registration statement available for the sale by Subscriber of such securities as soon as practicable thereafter.

(f) Upon receipt of any written notice from Pubco of the happening of (i) an issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose, which notice shall be given no later than three (3) Business Days from the date of such event, (ii) any Suspension Event during the period that the Registration Statement is effective, which notice shall be given no later than three (3) Business Days from the date of such Suspension Event, or (iii) if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that (1) it will immediately discontinue offers and sales of the Registrable Securities under the Registration Statement until Subscriber receives copies of a supplemental or amended prospectus (which Pubco agrees to use commercially reasonable efforts to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by Pubco that it may resume such offers and sales and (2) it will maintain the confidentiality of any information included in such written notice delivered by Pubco unless otherwise required by law, subpoena or regulatory request or requirement. If so directed by Pubco, Subscriber will deliver to Pubco or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (w) to the extent Subscriber is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (x) to copies stored electronically on archival servers as a result of automatic data back-up.

(g) For purposes of this Section 5 (i) “Registrable Securities” shall mean, as of any date of determination, the Registrable Securities and any other equity security issued or issuable with respect to the Registrable Securities by way of share split, dividend, distribution, recapitalization, merger, exchange, or replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 5 shall have been duly assigned.

(h) Pubco shall indemnify, defend and hold harmless Subscriber, (to the extent Subscriber is a seller under the Registration Statement), the officers, directors, members, managers, partners, agents and employees of Subscriber, each person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, managers, partners, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all out-of-pocket and reasonably documented losses, claims, damages, liabilities, costs (including reasonable and documented external attorneys’ fees) and expenses (collectively, “Losses”) arising out of or caused by or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such untrue statements, alleged untrue statements, omissions or alleged omissions are (1) based upon information regarding Subscriber furnished in writing to Pubco by or on behalf of Subscriber expressly for use therein or Subscriber has omitted a material fact from such information or (2) result from or in connection with any offers or sales effected by or on behalf of Subscriber in violation of Section 5(e). Notwithstanding the foregoing, Pubco’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of Pubco (which consent shall not be unreasonably withheld or delayed). Pubco shall provide Subscriber with an update on any threatened or asserted proceedings arising from or in connection with the transactions contemplated by this Section 5 of which Pubco receives notice whether oral or in writing.

(i) To the extent the Subscriber is identified as a selling stockholder in the Resale Registration Statement, Subscriber shall, severally and not jointly with any Other Subscriber in the offering contemplated by this Subscription Agreement, indemnify, defend and hold harmless Pubco, its directors, officers, members, managers, partners and employees, each person who controls Pubco (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, members, managers, partners, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Resale Registration Statement any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding Subscriber furnished in writing to Pubco by or on behalf of Subscriber expressly for use therein. In no event shall the liability of Subscriber be greater in amount than the United States dollars amount of the net proceeds received by Subscriber upon the sale of the Registrable Securities giving rise to such indemnification obligation. Notwithstanding the forgoing, Subscriber’s indemnification obligation shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of Subscriber (which consent shall not be unreasonably withheld or delayed).

(j) Any person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement), which settlement shall not include a statement or admission of fault and culpability on the part of such indemnified party, and which settlement shall include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

(k) The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the transfer of the Registrable Securities pursuant to this Subscription Agreement.

(l) If the indemnification provided under this Section 5 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any Losses, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations; provided, however, that the liability of Subscriber shall be limited to the net proceeds received by such Subscriber from the sale of Registrable Securities giving rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by, in the case of an omission), or on behalf of such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses shall be deemed to include, subject to the limitations set forth in this Section 5, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 5(l) from any person or entity who was not guilty of such fraudulent misrepresentation. Notwithstanding anything to the contrary herein, in no event will any party be liable for punitive damages in connection with this Subscription Agreement or the transactions contemplated hereby.

(m) At any time and from time to time in connection with a bona-fide sale of Subscribed Securities effected in compliance with the requirements of Rule 144 under the Securities Act or through any broker-dealer sale transactions described in the plan of distribution set forth within any prospectus and pursuant to the Registration Statement, Pubco shall use its commercially reasonable efforts, subject to the receipt of customary documentation required from the holder of the applicable Subscribed Securities and broker in connection therewith and compliance with applicable laws, (i) promptly instruct its transfer agent to remove any restrictive legends applicable to the Subscribed Securities being sold and (ii) in connection with any sale made pursuant to Rule 144, cause its legal counsel to deliver reasonably requested legal opinions, if any, to the transfer agent in connection with the instruction under subclause (i). Subscriber may request that Pubco remove any legend from the book entry position evidencing its Subscribed Securities following the earliest of such time as such Subscribed Securities (i) have been or are about to be sold or transferred pursuant to an effective registration statement (including the Registration Statement), or (ii) have been sold pursuant to Rule 144. Pubco shall be responsible for the fees of its transfer agent, its legal counsel (including for purposes of giving the opinion referenced herein) and all DTC fees associated with such issuance and the Subscriber shall be responsible for its fees or costs associated with such removal of the legend (including its legal fees or costs of its legal counsel).

(n) With a view to making available to Subscriber the benefits of Rule 144 that permit Subscriber to sell securities of Pubco to the public without registration, Pubco agrees, for so long as Subscriber holds Subscribed Securities, to:

(i) use commercially reasonable efforts to make and keep current public information available, as such term is understood and defined in Rule 144; and

(ii) use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of Pubco under the Exchange Act so long as Pubco remains subject to such requirements and the filing of such reports and other documents as may be required pursuant to the applicable provisions of Rule 144.

(o) Upon request, Pubco shall provide the Subscriber with contact information for the person responsible for Pubco’s account at the transfer agent to facilitate transfers made pursuant to this Section 5 and provide reasonable assistance to facilitate transfers. Pubco shall be responsible for the fees of its transfer agent and its legal counsel (including for purposes of giving the opinion referenced herein) associated with such issuance and the Subscriber shall be responsible for its fees or costs associated with such removal of the legend (including its legal fees or costs of its legal counsel).

(p) Immediately after the receipt of any funds by the Issuer pursuant to this Subscription Agreement and the Other Subscription Agreements, such funds will be converted into Bitcoin in accordance with the terms of the BCA (after giving effect to any exceptions therein with respect to payment of any operating expenses and the payment of any expenses related to the Transactions).

Section 6. Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof (except for the rights and obligations described in Section 5 hereof, which shall survive any termination of this Subscription Agreement), upon the earliest to occur of (a) such date and time as the BCA is terminated in accordance with its terms; (b) the mutual written agreement of the parties hereto to terminate this Subscription Agreement; or (c) twelve (12) months from the date of this Subscription Agreement; provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company or Pubco shall notify Subscriber of the termination of the BCA promptly after the termination thereof. Upon the termination hereof in accordance with this Section 6, any monies paid by Subscriber in connection herewith shall promptly (and in any event within two (2) Business Days) be returned in full to Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by Subscriber, without any deduction for or on account of any tax withholding except as required by law, charges or set-off, whether or not the Transactions shall have been consummated.

Section 7. Trust Account Waiver. Subscriber hereby acknowledges that SPAC is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Subscriber further acknowledges that, as described in the final prospectus relating to SPAC’s initial public offering (“IPO”) filed with the Commission (File No. 333-279951) on August 2, 2024 (the “Prospectus”), substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s IPO and a private placement of its securities and substantially all of those proceeds (including interest accrued from time to time thereon) have been deposited into a trust account (the “Trust Account”) for the benefit of SPAC and its public shareholders. As described in the Prospectus, the funds held from time to time in the Trust Account may only be released upon certain conditions. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Subscriber hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind (“Claim”) to, or to any monies or other assets in, the Trust Account, and hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Claim to, or to any monies or other assets in, the Trust Account that it may have now or in the future as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscribed Securities, in or to any monies held in the Trust Account (or any distributions therefrom directly or indirectly to SPAC’s public shareholders). In the event that Subscriber has any Claim against SPAC as a result of, or arising out of, this Subscription Agreement, the Other Subscription Agreements, the transactions contemplated hereby and thereby, or the Subscribed Securities, Subscriber agrees not to seek recourse against the Trust Account or any funds distributed therefrom (it being clarified that such waiver shall not apply following the Closing to the Trust Account funds that are released from the Trust Account to SPAC or Pubco in connection with the Transactions). Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to SPAC to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. To the extent Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber (or any person claiming on Subscriber’s behalf or in lieu of Subscriber) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Nothing in this Section 7 shall be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with SPAC’s organizational documents in respect of any redemptions by Subscriber in respect of SPAC Class A Ordinary Shares acquired by any means other than pursuant to this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, the provisions of this Section 7 shall survive termination of this Subscription Agreement.

Section 8. Miscellaneous.

(a) Notwithstanding any other provision of this Subscription Agreement, the Company, Pubco and any of their Representatives, as applicable, shall be entitled to deduct and withhold from the Registrable Securities and any other amount payable pursuant to this Subscription Agreement (in connection with a future share split, dividend, distribution, recapitalization, merger, exchange, or replacement) any such taxes as may be required to be deducted and withheld from such amounts (and any other amounts treated as paid for applicable tax law) under the Internal Revenue Code of 1986, as amended, or any other applicable tax law (as determined in good faith by the party so deducting or withholding in its sole discretion). To the extent that any amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Subscription Agreement as having been paid to the person in respect of which such deduction and withholding was made.

(b) All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic mail, with no mail undeliverable or other rejection notice, on the date of transmission to such recipient, if sent on a Business Day prior to 5:00 p.m. New York City time, or on the Business Day following the date of transmission, if sent on a day that is not a Business Day or after 5:00 p.m. New York City time on a Business Day, (iii) one (1) Business Day after being sent to the recipient via overnight mail by reputable overnight courier service (charges prepaid), or (iv) four (4) Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given in accordance with this Section 8(b). A courtesy electronic copy of any notice sent by methods (i), (iii), or (iv) above shall also be sent to the recipient via electronic mail if an electronic mail address is provided in the applicable signature page hereof or to an electronic mail address as subsequently modified by written notice given in accordance with this Section 8(b).

(c) Subscriber acknowledges that the Company, Pubco, the Placement Agents and SPAC will rely on the acknowledgments, understandings, agreements, representations and warranties of Subscriber contained in this Subscription Agreement; provided, however, that the foregoing clause of this Section 8(c) shall not give the Company or Pubco any rights other than those expressly set forth herein. Prior to the Closing, Subscriber agrees to promptly notify the Company and Pubco if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of Subscriber set forth herein are no longer accurate in all material respects. The Company and Pubco acknowledge that Subscriber and the Placement Agents will rely on the acknowledgments, understandings, agreements, representations and warranties of the Company and Pubco contained in this Subscription Agreement. Prior to the Closing, the Company and Pubco agree to promptly notify Subscriber and the Placement Agents, if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of the Company or Pubco set forth herein are no longer accurate in all material respects.

(d) Each of the Company, Pubco and Subscriber is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party as required by applicable law in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

(e) Each party hereto shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.

(f) Neither this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Subscribed Securities acquired hereunder and the rights set forth in Section 5) may be transferred or assigned by Subscriber. Neither this Subscription Agreement nor any rights or obligations that may accrue to the Company or Pubco hereunder may be transferred or assigned by the Company or Pubco without the prior written consent of Subscriber, other than in connection with the Transactions. Notwithstanding the foregoing, Subscriber may assign all or a portion of its rights and obligations under this Subscription Agreement to one or more of its affiliates (including other investment funds or accounts managed or advised by the investment manager who acts on behalf of Subscriber) upon written notice to the Company and Pubco or, with the Company’s and Pubco’s prior written consent, to another person; provided, that in the case of any such assignment, the assignee(s) shall become a Subscriber hereunder and have the rights and obligations and be deemed to make the representations and warranties of Subscriber provided for herein to the extent of such assignment and provided further that no such assignment shall relieve the assigning Subscriber of its obligations hereunder if any such assignee fails to perform such obligations, unless the Company and Pubco have given their prior written consent to such relief. Any purported assignment or transfer in violation of this Section 8(f) shall be null and void.

(g) To the extent any agreements, representations or warranties are required to be performed or accurate by their terms following the Closing, all the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.

(h) The Company and Pubco may request from Subscriber such additional information as the Company or Pubco may reasonably determine to be necessary to evaluate the eligibility of Subscriber to acquire the Subscribed Securities and to register the Subscribed Securities for resale, and Subscriber shall promptly provide such information as may be reasonably requested, to the extent readily available and to the extent consistent with its internal policies and procedures; provided, that the Company and Pubco agree to keep any such information provided by Subscriber confidential, except (A) as required by the federal securities laws, rules or regulations and (B) to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under the regulations of the Stock Exchange. Subscriber acknowledges that SPAC and Pubco may file a form of this Subscription Agreement with the Commission as an exhibit to a current or periodic report of SPAC or Pubco, an annex to a proxy statement of SPAC or Pubco or as an exhibit to a registration statement of Pubco.

(i) Each of the Company and Pubco agrees that neither the Company or Pubco, nor any of its respective officers, directors, employees or agents will provide Subscriber with any material, non-public information regarding the Company or Pubco or any of its respective subsidiaries, as applicable, from and after the date of this Subscription Agreement without the express prior written consent of Subscriber (which may be granted or withheld in such Subscriber’s sole discretion).

(j) This Subscription Agreement may not be amended, modified or waived except by an instrument in writing, signed by each of the parties hereto; provided that no provision of this Subscription Agreement that references the Placement Agents may be amended, modified, terminated or waived in any manner that is adverse to the Placement Agents without the written consent of the Placement Agents.

(k) This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. The parties hereto agree that the Placement Agents are express third-party beneficiaries of the representations, warranties and covenants of the Company and Pubco contained in Section 3 and the representations, warranties and covenants of Subscriber contained in Section 4, and their express rights set forth in Section 8(j) and this Section 8(k).

(l) Except with respect to the Placement Agents (who are third-party beneficiaries of the representations, warranties and covenants set forth herein) or as otherwise expressly provided herein, this Subscription Agreement is intended for the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns and, except with respect to the Placement Agents or as otherwise as provided herein, is not for the benefit of, nor may any provision hereof be enforced by, any other person.

(m) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached and that money or other legal remedies would not be an adequate remedy for such damage. It is accordingly agreed that the parties shall be entitled to equitable relief, including in the form of an injunction or injunctions to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto further acknowledge and agree: (x) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy; (y) not to assert that a remedy of specific enforcement pursuant to this Section 8(m) is unenforceable, invalid, contrary to applicable law or inequitable for any reason; and (z) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate.

(n) If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

(o) No failure or delay by a party hereto in exercising any right, power or remedy under this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Subscription Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.

(p) This Subscription Agreement may be executed and delivered in one or more counterparts (including by electronic mail, in .pdf or other electronic submission) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

(q) This Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state.

(r) EACH PARTY AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT.

(s) The parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription Agreement must be brought exclusively in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York (collectively the “Designated Courts”). Each party hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action, suit or proceeding with respect to this Subscription Agreement may be brought in any other forum. Each party hereby irrevocably waives all claims of immunity from jurisdiction, and any objection which such party may now or hereafter have to the laying of venue of any suit, action or proceeding in any Designated Court, including any right to object on the basis that any dispute, action, suit or proceeding brought in the Designated Courts has been brought in an improper or inconvenient forum or venue. Each of the parties also agrees that delivery of any process, summons, notice or document to a party hereof in compliance with Section 8(b) of this Subscription Agreement shall be effective service of process for any action, suit or proceeding in a Designated Court with respect to any matters to which the parties have submitted to jurisdiction as set forth above.

(t) This Subscription Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement, may only be brought against the entities that are expressly named as parties hereto; except with respect to the provisions of this Subscription Agreement for which the Placement Agents are express third party beneficiaries.

(u) SPAC shall (i) by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement, issue a press release disclosing the material terms of the transactions contemplated hereby and the Transactions, and (ii) file with the Commission a Current Report on Form 8-K disclosing all material terms of this Subscription Agreement, the Other Subscription Agreements, the BCA and the transactions contemplated hereby and thereby, and the Transactions, and including as exhibits thereto, the form of this Subscription Agreement and the Other Subscription Agreement, within the time required by the Exchange Act. From and after the issuance of such press release, SPAC, the Company and Pubco represent to the Subscriber that they shall have publicly disclosed all material, non-public information regarding SPAC, the Company and Pubco delivered to the Subscriber by or on behalf of SPAC, the Company and Pubco or any of their respective officers, directors, employees or agents (including the Placement Agents) in connection with the transactions contemplated by this Subscription Agreement and the BCA. Prior to the Closing, Subscriber shall not issue any press release or make any other similar public statement with respect to the transactions contemplated hereby without the prior written consent of the Company, SPAC and Pubco (such consent not to be unreasonably withheld or delayed). Notwithstanding anything in this Subscription Agreement to the contrary, each of SPAC, the Company and Pubco (i) shall not publicly disclose the name of Subscriber or any of its affiliates or advisers, or include the name of Subscriber or any of its affiliates or advisers in any press release, without the prior written consent of Subscriber and (ii) shall not publicly disclose the name of Subscriber or any of its affiliates or advisers, or include the name of Subscriber or any of its affiliates or advisers in any filing with the Commission or any regulatory agency or trading market, without the prior written consent of Subscriber, except (A) as required by the federal securities laws, rules or regulations, including in connection with the filing of a Registration Statement pursuant to Section 5(a), and (B) to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under the regulations of the Stock Exchange, in which case of clause (A) or (B), SPAC, the Company or Pubco, as applicable, shall provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Subscriber regarding such disclosure. Subscriber will promptly provide any information reasonably requested by SPAC, the Company or Pubco for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the Commission). To the extent that any such information is publicly disclosed pursuant to the provisions hereunder, the parties agree that no further notice or consent is required for SPAC, the Company or Pubco to further disclose such information. SPAC is in compliance in all material respects with, and has not received any written communication from a governmental authority with competent jurisdiction that alleges that SPAC is not in compliance in all material respects with, or is in default or violation of, the applicable provisions of (i) the Securities Act, the Exchange Act, and the rules and regulations thereunder, (ii) the rules and regulations of the Commission, and (iii) the rules of the Stock Exchange. Each of SPAC and Pubco shall not publicly disclose the name of Subscriber or any affiliates or advisers, or include their names in any press release or filing without the prior written consent of Subscriber, except as required by the federal securities laws or other laws, rules or regulations, in which case Subscriber will be provided notice.

(v) The Issuer shall not effect the exercise of any Subscriber’s Subscribed Warrant, and such Subscriber shall not have the right to exercise such Subscribed Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates) or any “group” of which Subscriber or its affiliate is a member, would beneficially own in excess of 9.9% (the “Maximum Percentage”) of the shares of Pubco Class A Common Stock, as applicable, outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Pubco Class A Common Stock, as applicable, beneficially owned by such person and its affiliates, or any group of which such person and its affiliates is a member, shall include the number of Warrant Shares issuable upon exercise of the Subscribed Warrant with respect to which the determination of such sentence is being made, but shall exclude Warrant Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Subscribed Warrant beneficially owned by such person and its affiliates, or any group of which any such person or its affiliates is a member, and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Issuer beneficially owned by such person and its affiliates, or any group of which such person or its affiliates is a member (including, without limitation, any convertible notes or convertible preference shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, and the applicable regulations of the Commission. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Commission, and the percentage held by Subscriber shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. The Issuer shall not effect the exercise of a Subscriber’s Subscribed Warrant, and such Subscriber shall not have the right to exercise such Subscribed Warrant, unless it provides to the Issuer confirmation that, after giving effect to such exercise, such person (together with such person’s affiliates) or any “group” of which such Subscriber or its affiliates is a member, would not beneficially own in excess of the Maximum Percentage of the shares of Company Common Stock or shares of Pubco Class A Common Stock, as applicable, outstanding immediately after giving effect to such exercise as determined in accordance with this paragraph (v). In determining the number of outstanding shares of Pubco Class A Common Stock, Subscriber may rely on the number of outstanding shares of Pubco Class A Common Stock as reflected in (1) Pubco’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by Pubco or (3) any other notice by Pubco or the Warrant Agent setting forth the number of shares of Pubco Class A Common Stock outstanding. For any reason at any time, upon the written request of Subscriber of the Subscribed Warrant, the Issuer shall, within two (2) Business Days, confirm orally and in writing to such Subscriber the number of Warrant Shares then outstanding. In any case, the number of outstanding shares of Company Common Stock or shares of Pubco Class A Common Stock, as applicable, shall be determined after giving effect to the conversion or exercise of equity securities of the Issuer by Subscriber and its affiliates since the date as of which such number of outstanding shares of Company Common Stock or shares of Pubco Class A Common Stock, as applicable, was reported. In the event that the exercise of the Subscribed Warrant results in the person (together with such person’s affiliates) or any “group” of which such Subscriber or its affiliates is a member being deemed to beneficially own, in the aggregate, more than the Maximum Percentage, the number of shares so issued by which such person (together with such person’s affiliates) or any “group” of which such Subscriber or its affiliates is a member exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Subscriber shall not have the power to vote or transfer the Excess Shares.

(w) The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscriber under this Subscription Agreement or any Other Subscriber or other investor under the Other Subscription Agreements. The decision of Subscriber to purchase Subscribed Securities pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber or any other investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company, Pubco or any of their respective affiliates or subsidiaries which may have been made or given by any Other Subscriber or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees shall have any liability to any Other Subscriber or investor (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber or Other Subscriber or other investor pursuant hereto or thereto, shall be deemed to constitute Subscriber and any Other Subscribers or other investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and any Other Subscribers or other investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as agent for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection with monitoring its investment in the Subscribed Securities or enforcing its rights under this Subscription Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or investor to be joined as an additional party in any proceeding for such purpose.

(x) The headings herein are for convenience only, do not constitute a part of this Subscription Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Subscription Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rules of strict construction will be applied against any party. Unless the context otherwise requires, (i) all references to Sections or Annexes are to Sections or Annexes contained in or attached to this Subscription Agreement, (ii) each accounting term not otherwise defined in this Subscription Agreement has the meaning assigned to it in accordance with United States generally accepted accounting principles, (iii) words in the singular or plural include the singular and plural and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, (iv) the use of the word “including” in this Subscription Agreement shall be by way of example rather than limitation, and (v) the word “or” shall not be exclusive (i.e., unless context requires otherwise “or” shall be interpreted to mean “and/or” rather than “either/or”).

[Signature pages follow]

IN WITNESS WHEREOF, the Company has accepted this Subscription Agreement as of the date first set forth above.

IN WITNESS WHEREOF, Pubco has accepted this Subscription Agreement as of the date first set forth above.

IN WITNESS WHEREOF, Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

ANNEX A

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER

This Annex A should be completed and signed by Subscriber and constitutes a part of the Subscription Agreement.

**OR**

**AND**

**AND**

SUBSCRIBER

an “affiliate” (as defined in Rule 144 under the Securities Act) of SPAC, the Company or Pubco or acting on behalf of an affiliate of SPAC, the Company or Pubco.

Rule 501(a), in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated, by marking and initialing the appropriate box(es) below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.”

Specify which tests:

**AND**

5. FINRA INSTITUTIONAL ACCOUNT STATUS (Please check the box)

**AND**

6. EEA QUALIFIED INVESTOR (Please check the applicable box)

**AND**

7. UK QUALIFIED INVESTOR (Please check the applicable box)

This page should be completed by Subscriber and constitutes a part
of the Subscription Agreement.

ANNEX B

REPRESENTATIONS OF BITCOIN SUBSCRIBER

This Annex B should be completed and signed by Subscriber who is delivering the Purchase Price in Bitcoin and constitutes a part of the Subscription Agreement.

This page should be completed by Subscriber and constitutes a part
of the Subscription Agreement.

ANNEX C

SUBSCRIBER CERTIFICATE - NON-REDEEMED SHARES

Pursuant to Section 2(b) of the Subscription Agreement, dated July 7, 2025 (the “Subscription Agreement”), by and among ReserveOne, Inc., a Delaware corporation (the “Company”), ReserveOne Holdings, Inc., a Delaware corporation (“Pubco”), the undersigned subscriber (“Subscriber”), and, solely for purposes of Section 8(u) thereof, M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (“SPAC”), the undersigned Subscriber hereby certifies as follows:

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Subscription Agreement.

EXHIBIT A

Form of Warrant Agreement

[Attached]

WARRANT AGREEMENT

THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 7, 2025, is by and among ReserveOne, Inc., a Delaware corporation (the “Company”), ReserveOne Holdings, Inc., a Delaware corporation (“Pubco”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).

WHEREAS, on July 31, 2024, M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (“SPAC”) entered into that certain Sponsor Private Placement Warrants Purchase Agreement with M3-Brigade Sponsor V LLC, a Delaware limited liability company (the “Original Sponsor”), pursuant to which the Original Sponsor agreed to purchase an aggregate of 5,043,750 private placement warrants simultaneously with the closing of the Offering and the closing of the underwriters’ over-allotment option (the “SPAC Sponsor Private Placement Warrants”) at a purchase price of $1.00 per Sponsor Private Placement Warrant;

WHEREAS, on July 31, 2024, the SPAC entered into that certain Underwriter Private Placement Warrants Purchase Agreement with Cantor Fitzgerald & Co., Inc., a New York limited liability company (the “Lead Underwriter”), pursuant to which the Lead Underwriter agreed to purchase an aggregate of 3,293,750 private placement warrants simultaneously with the closing of the Offering (the “SPAC Lead Underwriter Private Placement Warrants” and, together with the SPAC Sponsor Private Placement Warrants, the “SPAC Private Placement Warrants” and, together with the SPAC Public Warrants (as defined below), the “Original Warrants”) at a purchase price of $1.00 per SPAC Lead Underwriter Private Placement Warrant;

WHEREAS, on August 2, 2024, SPAC consummated an initial public offering (the “Offering”) of units of the SPAC’s equity securities, each such unit comprised of one Class A ordinary share of the SPAC, par value $0.0001 per share (“SPAC Class A Ordinary Shares”) and one-half of one SPAC Public Warrant (the “SPAC Units”) and, in connection therewith, issued and delivered up to 14,375,000 warrants to public investors in the Offering (the “SPAC Public Warrants”);

WHEREAS, each Original Warrant entitles the holder thereof to purchase one SPAC Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described therein;

WHEREAS, on July 31, 2024, the SPAC and the Warrant Agent entered into that certain Warrant Agreement, and filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 6, 2024 (the “Original Warrant Agreement”);

WHEREAS, in May 2025, MI7 Sponsor, LLC (the “Sponsor”) purchased 7,187,500 Class B ordinary shares of the SPAC, par value $0.0001 per share (the “SPAC Class B Ordinary Shares”), from the Original Sponsor and an aggregate of 8,337,500 SPAC Private Placement Warrants from the Original Sponsor and the Lead Underwriter;

WHEREAS, the board of directors of the SPAC determined that the consummation of the transactions contemplated by the BCA constituted a Business Combination (as defined in the Original Warrant Agreement);

WHEREAS, on or about the date hereof, (a) the SPAC, (b) Pubco, (c) a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), (d) a wholly-owned subsidiary of Pubco (“Company Merger Sub”) and (e) the Company, entered into a business combination agreement (as amended, modified, supplemented or waived from time to time, the “BCA”); WHEREAS, pursuant to and in accordance with the BCA, (a) on the Closing Date (as such term is defined in the BCA), SPAC shall domesticate as a Delaware corporation (the “Domestication”), (b) on the Closing Date following the Domestication, SPAC Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving company (the “SPAC Merger”), with (i) the holders of SPAC Class A Ordinary Shares receiving one share of Class A common stock of Pubco (“Pubco Class A Common Stock”) for each SPAC Class A Ordinary Share held by such shareholder, (ii) the holders of SPAC Class B Ordinary Shares receiving one share of Class B common stock of Pubco (“Pubco Class B Common Stock” and together with Pubco Class A Common Stock, the “Pubco Common Stock”) for each SPAC Class B Ordinary Share, held by such shareholder and (iii) the holders of the Original Warrants to purchase one SPAC Class A Ordinary Share at a purchase price of $11.50 per share receiving one warrant to purchase Pubco Class A Common Stock at a purchase price of $11.50 per share for each Original Warrant by such warrant holder, in each case, in accordance with, and subject to, the terms and conditions of the BCA and (c) following the SPAC Merger, Company Merger Sub will merge with and into the Company, with the Company continuing as the surviving company (the “Company Merger”, and together with the SPAC Merger, the “Mergers”, and together with the other transactions contemplated by the BCA, the “Transactions”), with (i) holders of the Company’s common stock, par value $0.0001 per share (“Company Common Stock”) receiving shares of Pubco Class A Common Stock for each Company Common Stock held by such shareholder and (ii) holders of the Company’s warrants to purchase one Company Common Stock at a purchase price of $11.50 per share, if any, receiving one Pubco warrant for each Company warrant held by such warrant holder, in each case, in accordance with, and subject to, the terms and conditions of the BCA, and as a result of which Mergers, SPAC and the Company will become wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company, all upon the terms, and subject to the conditions of the BCA and in accordance with applicable law;

WHEREAS, on or about the date of this Warrant Agreement and as part of the plan that includes the Transactions, on the Closing Date and simultaneously with the closing of the Company Merger, the Issuer desires to issue and deliver up to (i) 14,375,000 warrants to holders of the SPAC Public Warrants (the “Public Warrants”) and (ii) 8,337,500 warrants to the Sponsor (together with the PIPE Warrants (as defined below), the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”), to purchase Warrant Shares (as defined below) of the Issuer pursuant to the terms of this Warrant Agreement;

WHEREAS, on or about the date of this Warrant Agreement and as part of the plan that includes the Transactions, among others, the Company and Pubco are entering into subscription agreements (the “Subscription Agreements”) with certain investors (the “Subscribers”), pursuant to which the Subscribers have agreed to subscribe for and purchase from the Issuer (as defined below), on the Closing Date (as defined below), such number of (a) shares (the “Subscribed Shares”) of either (i) Company Common Stock or (ii) in the event the issuance of Company Common Stock would, in the opinion of SPAC, the Company or Pubco, on the advice of any of their respective legal counsel, adversely affect the treatment of the Transactions under Section 351 of the Internal Revenue Code of 1986, Pubco Class A Common Stock, and (b) warrants of the Issuer (“PIPE Warrants” and, together with the Subscribed Shares, the “Subscribed Securities” and each, a “Subscribed Security”) to purchase shares of the Issuer pursuant to the terms of this Warrant Agreement (such shares underlying the Public Warrants and Private Placement Warrants, the “Warrant Shares”), as is set forth on the signature page thereto, at an aggregate purchase price of $10.00 per Subscribed Security (the “Per Subscribed Security Price” and the aggregate of such Per Subscribed Security Price for all Subscribed Securities being referred to therein as the “Purchase Price”, and the Company or Pubco, as applicable, as issuer of the Subscribed Securities and the Warrant Shares upon exercise of the PIPE Warrants, the “Issuer”), and the Issuer desires to issue to Subscriber the Subscribed Securities in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Issuer simultaneously with such purchase; WHEREAS, in the event the Issuer is the Company, upon the consummation of the Company Merger (the “Closing Date”), (i) each Subscribed Share which is a share of Company Common Stock shall be converted automatically into one share of Pubco Class A Common Stock, and (ii) each Warrant which is a warrant of the Company shall be converted automatically into one warrant of Pubco, which shall have the terms set forth in this Warrant Agreement;

WHEREAS, each Warrant entitles the holder thereof to purchase one (1) Warrant Share at a price of $11.50 per share, subject to adjustment as described herein;

WHEREAS, the Issuer desires the Warrant Agent to act on behalf of the Issuer, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;

WHEREAS, the Issuer desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Issuer, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Issuer and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Issuer, 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 Warrant Agent. The Issuer hereby appoints the Warrant Agent to act as agent for the Issuer for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Issuer may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Issuer shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form attached hereto as Exhibit B, with appropriate insertions, modifications and omissions, as provided above.

7.4.1.1 Registration of the PIPE Warrants. The Issuer has agreed in the Subscription Agreements, on the terms and conditions set forth therein, to, among other things, register the PIPE Warrants and the Warrant Shares underlying the PIPE Warrants with the Commission. For the avoidance of doubt, unless and until all of the PIPE Warrants have been exercised or have expired, the Issuer shall continue to be obligated to comply with its registration obligations under the Subscription Agreements.

ReserveOne, Inc.

c/o CC Capital Partners

200 Park Ave, 58th floor

New York, NY 10166

Attention: Tom Boychuk

Email: [***]

ReserveOne Holdings, Inc.

c/o CC Capital Partners

200 Park Ave, 58th floor

New York, NY 10166

Attention: Tom Boychuk

Email: [***]

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Issuer to or on the Warrant 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 (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Issuer), as follows:

Continental Stock Transfer & Trust Issuer

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department

in each case, with copies (not to constitute notice) to:

Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, NY 10036
Attention: John Clayton, Eli Miller and Jeff Potash

Email: [***]

[***]

[***] 

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

[Signature Page to Warrant Agreement]

EXHIBIT A

PRIVATE PLACEMENT WARRANTS LEGEND

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.

SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF THE ISSUER ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE ISSUER.

EXHIBIT B

[Form of Warrant Certificate]

[FACE]

Number

Warrants

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE
WARRANT AGREEMENT DESCRIBED BELOW

RESERVEONE HOLDINGS, INC.

a Delaware corporation

CUSIP [●]

Warrant Certificate

This Warrant Certificate certifies that, or registered assigns, is the registered holder of warrants evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase Warrant Shares of the Issuer. Each whole Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Issuer that number of fully paid and non-assessable Warrant Shares as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant to the Warrant Agreement, payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each whole Warrant is initially exercisable for one fully paid and non-assessable Warrant Share. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a Warrant Share, the Issuer will, upon exercise, round down to the nearest whole number the number of Warrant Shares to be issued to the Warrant holder. The number of Warrant Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

The initial Warrant Price per Warrant Share for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement. In addition, and notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, to the extent that the holder of a Warrant has delivered a notice contemplated by subsection 3.3.5 of the Warrant Agreement, neither the Issuer nor the Warrant Agent shall issue to Holder, and Holder may not acquire, any right it might have to acquire, a number of Warrant Shares upon exercise of any Warrant to the extent that, upon such exercise, the number of shares then beneficially owned by Holder would exceed the Maximum Percentage of shares of Pubco Class A Common Stock, outstanding immediately after giving effect to such exercise as determined in accordance with subsection 3.3.5 of the Warrant Agreement.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.

[Form of Warrant Certificate]

[Reverse]

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Warrant Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2025 (the “Warrant Agreement”), duly executed and delivered by the Issuer to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Issuer and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Issuer. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or such holder’s assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the Warrant Shares to be issued upon exercise is effective under the Securities Act of 1933, as amended, and (ii) a prospectus thereunder relating to the Warrant Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.

The Warrant Agreement provides that upon the occurrence of certain events the number of Warrant Shares issuable upon the exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a Warrant Share, the Issuer shall, upon exercise, round down to the nearest whole number of Warrant Shares to be issued to the holder of the Warrant.

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Issuer and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Issuer nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Issuer.

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive Warrant Shares and herewith tenders payment for such Warrant Shares to the order of the Issuer in the amount of $                in accordance with the terms hereof. [The undersigned requests that a certificate for such Warrant Shares be registered in the name of                     , whose address is                       , and that such Warrant Shares be delivered to                       , whose address is.] [The undersigned requests that evidence of book-entry issuance be provided to it at the following address                     ]. If said number of Warrant Shares is less than all of the Warrant Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Warrant Shares be registered in the name of                       , whose address is and that such Warrant Certificate be delivered to                , whose address is                  .

In the event that the Warrant has been called for redemption by the Issuer pursuant to Section 6.1 of the Warrant Agreement and the Issuer has required “cashless” exercise pursuant to Section 6.3 and Section 3.3.1(b) of the Warrant Agreement, the number of Warrant Shares that this Warrant is exercisable for shall be determined in accordance with Section 6.3 and Section 3.3.1(b) of the Warrant Agreement.

In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Warrant Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Warrant Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Warrant Shares. If said number of Warrant Shares is less than all of the Warrant Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Warrant Shares be registered in the name of                 , whose address is                    and that such Warrant Certificate be delivered to              , whose address is             .

[To be included in any Election to Purchase of a holder who has provided the notice set forth in subsection 3.3.5 of the Warrant Agreement.

By signing this Election to Purchase, the undersigned hereby certifies that upon after giving effect to such exercise, the undersigned (together with such person’s affiliates) or any “group” of which holder or its affiliates is a member, would not beneficially own in excess of the Maximum Percentage of the shares of Pubco Class A Common Stock, outstanding immediately after giving effect to such exercise as determined in accordance with subsection 3.3.5 of the Warrant Agreement.]

[Signature Page Follows]

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 SEC RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).

Exhibit 10.4

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 7, 2025, by and among ReserveOne Holdings, Inc., a Delaware corporation (“Pubco”), the undersigned subscriber (“Subscriber”), and, solely for purposes of Section 9(t) hereof, M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (“SPAC”).

WHEREAS, on or about the date hereof, (a) SPAC, (b) Pubco, (c) a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), (d) a wholly-owned subsidiary of Pubco (“Company Merger Sub”) and (e) ReserveOne, Inc., a Delaware corporation (the “Company”), entered into a business combination agreement (as amended, modified, supplemented or waived from time to time, the “BCA”);

WHEREAS, pursuant to and in accordance with the BCA, (a) on the Closing Date (as such term is defined in the BCA), SPAC shall domesticate as a Delaware corporation (the “Domestication”), (b) on the Closing Date following the Domestication, SPAC Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving company (the “SPAC Merger”), with (i) the holders of SPAC’s Class A ordinary shares, par value $0.0001 (the “SPAC Class A Ordinary Shares”) receiving one share of Class A common stock of Pubco (“Pubco Class A Common Stock”) for each SPAC Class A Ordinary Share held by such shareholder, (ii) the holders of SPAC’s Class B ordinary shares, par value $0.0001 per share (the “SPAC Class B Ordinary Shares”), receiving one share of Class B common stock of Pubco (“Pubco Class B Common Stock” and together with Pubco Class A Common Stock, the “Pubco Common Stock”) for each SPAC Class B Ordinary Share, held by such shareholder and (iii) the holders of SPAC’s warrants to purchase one SPAC Class A Ordinary Share at a purchase price of $11.50 per share (each, a “SPAC Warrant”) receiving one warrant to purchase Pubco Class A Common Stock at a purchase price of $11.50 per share (each, a “Pubco Warrant”) for each SPAC Warrant held by such warrant holder, in each case, in accordance with, and subject to, the terms and conditions of the BCA and (c) following the SPAC Merger, Company Merger Sub will merge with and into the Company, with the Company continuing as the surviving company (the “Company Merger”, and together with the SPAC Merger, the “Mergers”, and together with the other transactions contemplated by the BCA, the “Transactions”), with (i) holders of the Company’s common stock, par value $0.0001 per share (“Company Common Stock”), receiving shares of Pubco Class A Common Stock for each Company Common Stock held by such shareholder and (ii) holders of the Company’s warrants to purchase one Company Common Stock at a purchase price of $11.50 per share (each, a “Company Warrant”), if any, receiving one Pubco Warrant for each Company Warrant held by such warrant holder, in each case, in accordance with, and subject to, the terms and conditions of the BCA, and as a result of which Mergers, SPAC and the Company will become wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company, all upon the terms, and subject to the conditions of the BCA and in accordance with applicable law;

WHEREAS, as part of the plan that includes the Transactions, pursuant to those certain subscription agreements, dated on or around the date hereof, by and among Pubco, the investors named therein and solely for purposes of Section 8(u) thereof, the SPAC, such investors have agreed to subscribe for and purchase from the Issuer (as defined below), on the Closing Date (as defined below), (a) such number of shares (the “Subscribed Shares”) of either (i) Company Common Stock or (ii) in the event the issuance of Company Common Stock would, in the opinion of SPAC, the Company or Pubco, on the advice of any of their respective legal counsel, adversely affect the treatment of the Transactions under Section 351 of the Internal Revenue Code of 1986, Pubco Class A Common Stock, and (b) such number of (i) Company Warrants or (ii) in the event the issuance of Company Warrants would, in the opinion of SPAC, the Company or Pubco, on the advice of any of their respective legal counsel, adversely affect the treatment on the Transactions under Section 351 of the Internal Revenue Code of 1986, Pubco Warrants (“PIPE Warrants” and, together with the Subscribed Shares, the “Subscribed Securities”) pursuant to the terms of that certain warrant agreement, by and among the Company, Pubco and Continental Stock Transfer & Trust Company, as warrant agent (such shares underlying the PIPE Warrants, the “Warrant Shares”), at an aggregate purchase price of $10.00, which $10.00 shall entitle investor to one Subscribed Shares and one PIPE Warrant(the Company or Pubco, as applicable, as issuer of the Subscribed Securities and the Warrant Shares upon exercise of the PIPE Warrants, the “Issuer”, and the purchase and sale of the Subscribed Securities, the “Equity PIPE”); WHEREAS, as part of the plan that includes the Transactions, Subscriber desires to subscribe for and purchase from Pubco, on the Closing Date , that principal amount of 1.00% Convertible Senior Notes (the “Notes”) set forth on the signature page hereto (the “Subscribed Notes”) for a purchase price of $1,000.00 per note (the “Per Note Price” and the aggregate of such Per Note Price for all Subscribed Notes being referred to herein as the “Purchase Price”), and Pubco desires to issue to Subscriber the Subscribed Notes in consideration of the payment of the Purchase Price by or on behalf of Subscriber to Pubco;

WHEREAS, on or about the date of this Subscription Agreement and as part of the plan that includes the Transactions, Pubco is entering into subscription agreements (the “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with certain other investors (the “Other Subscribers” and, together with Subscriber, the “Subscribers”), pursuant to which the Other Subscribers have agreed to purchase Notes on the Closing Date at the Per Note Price (the notes of the Other Subscribers, the “Other Subscribed Notes”);

WHEREAS, pursuant to the Subscription Agreements, Pubco also proposes to grant to the Subscribers an option to purchase up to $50,000,000 additional principal amount of Notes (the “Option Notes”);

WHEREAS, in connection with the issuance of the Notes on the Closing Date (as defined below), Pubco, U.S. Bank Trust Company, National Association, as trustee and collateral agent (in such capacity, the “Trustee” or “Security Agent,” as applicable), will enter into an indenture in respect of the Notes in substantially the form attached hereto as Exhibit A (the “Indenture”); and

WHEREAS, in connection with the issuance of the Notes on the Closing Date, Pubco and the Security Agent, will enter into a security agreement in respect of the Notes (the “Security Agreement”) and Pubco, the Security Agent and Coinbase Custody Trust Company, LLC and Coinbase Inc., as custodians, will enter into an account control agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Section 1. Subscription. Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from Pubco, and Pubco hereby agrees to issue and sell to Subscriber, upon payment of the Purchase Price by or on behalf of Subscriber to Pubco, the Subscribed Notes at the Closing (as defined below) (such subscription and issuance, the “Subscription”).

Section 2. Closing.

(a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the same date as the Transactions (the “Closing Date”).

(b) At least five (5) Business Days (as defined below) before the anticipated Closing Date, Pubco shall deliver written notice to the Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to Pubco. No later than two (2) Business Days prior to the Closing Date, Subscriber shall deliver to Pubco such information as is reasonably requested in the Closing Notice in order for Pubco to issue the Subscribed Notes to Subscriber. Subscriber shall deliver to Pubco, prior to 9:30 a.m. (Eastern time), on the Closing Date, the Purchase Price in cash via wire transfer of United States dollars in immediately available funds to the account specified in the Closing Notice against delivery (with such delivery to occur promptly following receipt of the Purchase Price) by Pubco to Subscriber of the Subscribed Notes in book entry form pursuant to the Deposit/Withdrawal at Custodian (“DWAC”) procedures of the Depository Trust Company (“DTC”), which will act as securities depository for the Notes, free and clear of any liens, encumbrances or other restrictions (other than those arising under the Indenture, the Security Agreement, this Subscription Agreement, the certificate of incorporation and bylaws of Pubco as may be in effect from time to time (the “Pubco Organizational Documents”) or state or federal securities laws), in the name of Subscriber (which custodian shall have properly posted such DWAC for release by the Trustee through the facilities of DTC) or a custodian designated by Subscriber, as applicable.

(c) In the event that the consummation of the Transactions does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by Pubco and Subscriber, Pubco shall promptly (but in no event later than three (3) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to Pubco by wire transfer in immediately available funds to the account specified by Subscriber, and any Subscribed Notes shall be transferred by DWAC to the Trustee and deemed cancelled and no amounts will be owed under such Subscribed Notes. Notwithstanding such return or release (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6, Subscriber shall remain obligated to deliver funds to Pubco, as set forth in the Closing Notice, following Pubco’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and Pubco shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following Pubco’s delivery to Subscriber of a new Closing Notice; provided that only one new Closing Notice may be issued. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday, Sunday or other day on which commercial banks in New York City (New York) are not open for a full business day for the general transaction of business.

(d) The obligations of Subscriber and Pubco to consummate, or cause to be consummated, the transactions contemplated by this Subscription Agreement (including the Closing) are subject to the satisfaction or, if permitted by applicable law, waiver by the parties hereto, of the conditions that, on the Closing Date:

(i) all conditions precedent to the closing of the Transactions set forth in the BCA shall have been satisfied or waived by the person with the authority to give such waiver (other than any such conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing) (as determined solely by the parties to the BCA in accordance therewith);

(ii) no governmental authority with competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and no such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose such restraint or prohibition; and

(iii) on or prior to the issuance of the Notes, Pubco shall have deposited or procured the deposit of the Bitcoin that will constitute the Collateral (as defined in the Security Agreement) under the Indenture and the Security Agreement into the Collateral Account as defined in the Security Agreement.

(e) The obligations of Pubco to consummate, or cause to be consummated, the transactions contemplated by this Subscription Agreement (including the Closing) are subject to the satisfaction or, waiver by Pubco, of the additional conditions that, on the Closing Date:

(i) all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects at and as of the Closing Date, as though made on and as of the Closing Date (other than (A) representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined below), which representations and warranties shall be true in all respects or (B) representations and warranties that speak as of a specified earlier date, which representations and warranties shall be true and correct in all material respects as of such specified date), and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of Subscriber contained in this Subscription Agreement as of the Closing Date, but without giving effect to consummation of the Transactions, or as of such earlier date, as applicable;

(ii) Subscriber shall have wired the Purchase Price in accordance with Section 2(b) and otherwise performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and (f) The obligations of Subscriber to consummate, or cause to be consummated, the transactions contemplated by this Subscription Agreement (including the Closing) are subject to the satisfaction or waiver by Subscriber of the additional conditions that, on the Closing Date:

(i) all representations and warranties of Pubco contained in this Subscription Agreement shall be true and correct as of the Closing Date, as though made on and as of the Closing Date (other than (A) representations and warranties that are qualified as to materiality or Pubco Material Adverse Effect (as defined below), which representations and warranties shall be true in all respects or (B) representations and warranties that speak as of a specified earlier date, which representations and warranties shall be true and correct in all material respects as of such specified date), and consummation of the Closing shall constitute a reaffirmation by Pubco of each of its representations, warranties and agreements contained in this Subscription Agreement as of the Closing Date, but without giving effect to consummation of the Transactions, or as of such earlier date, as applicable, except, in each case, where the failure of such representations and warranties to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a Pubco Material Adverse Effect;

(ii) no Other Subscription Agreement (or other agreements or understandings (including side letters) entered into in connection therewith or in connection with the sale of the Other Subscribed Notes) shall have been amended, modified or waived in any manner that benefits any Other Subscriber unless Subscriber shall have been offered in writing the same benefits (other than terms particular to the legal or regulatory requirements of such Other Subscriber or its affiliates or related persons);

(iii) no amendments, modifications or waivers to the terms of the BCA (as it exists on the date hereof as provided to Subscriber) shall have occurred that are material and adverse economically to Subscriber (unless Subscriber has provided its written consent thereto); 

(iv) all consents, waivers, authorizations or orders of, any notice required to be made to, and any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including the Stock Exchange (as defined below)) and any stockholder approval required by applicable Stock Exchange rules and regulations) or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Subscribed Notes) required to be made in connection with the issuance and sale of the Subscribed Notes shall have been obtained or made, except where the failure to so obtain or make would not prevent Pubco from consummating the transactions contemplated hereby, including the issuance and sale of the Subscribed Notes to Subscriber;

(v) Pubco shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and

(vi) there has not occurred any Material Adverse Effect (as defined in the BCA) since the date of this Subscription Agreement that is continuing, which the parties to the BCA have not waived.

(g) Prior to or at the Closing, Subscriber shall deliver to Pubco all such other information as is reasonably requested in order for Pubco to issue the Subscribed Notes to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Notes are to be issued (or Subscriber’s nominee in accordance with its delivery instructions) and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.

Section 3. Pubco Representations and Warranties. Pubco represents and warrants to Subscriber as of the date hereof and as of the Closing, that:

(a) Pubco (i) is validly existing under the laws of the State of Delaware, (ii) has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as it is now being conducted, and (iii) is duly licensed or qualified and in good standing (to the extent applicable) in all jurisdictions in which its ownership of property or character of its activities is such as to require it to be so licensed or qualified, except, with respect to the foregoing clause (iii), where the failure to be so licensed or qualified has not and would not, individually or in the aggregate, reasonably be expected to have a Pubco Material Adverse Effect. For purposes of this Subscription Agreement, a “Pubco Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Pubco that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on Pubco’s ability to consummate the transactions contemplated by this Subscription Agreement.

(b) The issuance and sale of the Subscribed Notes, when issued pursuant to this Subscription Agreement (subject to the receipt of the Purchase Price in accordance with the terms of this Subscription Agreement and registration with Pubco’s transfer agent), and the issuance and delivery of Pubco Class A Common Stock upon conversion of the Subscribed Notes in accordance with the terms of the Indenture, will have been duly authorized by Pubco and, when issued and delivered to Subscriber (or its nominee or custodian in accordance with Subscriber’s delivery instructions), will be validly issued, fully paid and free and clear of all liens or other restrictions (other than those arising under this Subscription Agreement or the BCA, the Pubco Organizational Documents or applicable securities laws), and will not have been issued in violation of, or subject to, any preemptive or similar rights created under the Pubco Organizational Documents (as in effect at such time of issuance) or under the Delaware General Corporation Law.

(c) This Subscription Agreement has been duly authorized, validly executed and delivered by Pubco, and assuming the due authorization, execution and delivery of the same by Subscriber, this Subscription Agreement shall constitute the valid and legally binding obligation of Pubco, enforceable against Pubco in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies (collectively, the “Enforceability Exceptions”). The Indenture has been duly authorized by Pubco and, when duly authorized, executed and delivered by the Trustee, will constitute a legal, valid and binding obligation of Pubco, enforceable against Pubco, in accordance with its terms, subject to the Enforceability Exceptions. The Security Agreement has been duly authorized by Pubco and, when duly authorized, executed and delivered by Security Agent, will constitute a legal, valid and binding obligation of Pubco, enforceable against Pubco, in accordance with its terms, subject to the Enforceability Exceptions.

(d) Assuming the accuracy of the representations and warranties of Subscriber set forth in Section 4, the execution and delivery of this Subscription Agreement, the issuance of the Subscribed Notes hereunder, the compliance by Pubco with all of the provisions of this Subscription Agreement applicable to Pubco and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Pubco pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Pubco is a party or by which Pubco is bound or to which any of the property or assets of Pubco is subject, (ii) conflict with or violate any provision of, or result in the breach of, the Pubco Organizational Documents, or (iii) conflict with or result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental authority with competent jurisdiction over Pubco or any of its properties except, in the case of clauses (i) and (iii), for such violations, conflicts, breaches, defaults or liens, charges or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a Pubco Material Adverse Effect.

(e) Assuming the accuracy of the representations and warranties of Subscriber set forth in Section 4, Pubco is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other governmental authority with competent jurisdiction, self-regulatory organization (including any stock exchange on which the Pubco Class A Common Stock will be listed (the “Stock Exchange”)) or other person in connection with the execution, delivery and performance of this Subscription Agreement, other than (i) filings required by applicable state securities laws, (ii) the filing of the Registration Statement (as defined below) pursuant to Section 5, (iii) filings required by the Securities Act of 1933, as amended (the “Securities Act”), Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules of the United States Securities and Exchange Commission (the “Commission”), including the registration statement on Form S-4 with respect to the Transactions and the proxy statement/prospectus included therein (the “Form S-4”), (iv) filings required by the Stock Exchange, including with respect to obtaining SPAC shareholder approval of the Transactions, (v) filings required to consummate the Transactions as provided under the BCA, (vi) filings in connection with or as a result of any publicly available written guidance, comments, requirements or requests of the staff of the Commission under the Securities Act (the “SEC Guidance”) and (vii) those the failure of which to obtain would not have a Pubco Material Adverse Effect.

(f) Except for such matters as have not had and would not reasonably be expected to have a Pubco Material Adverse Effect, there is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator with competent jurisdiction pending, or, to the knowledge of Pubco, threatened in writing against Pubco or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator with competent jurisdiction outstanding against Pubco.

(g) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4, no registration under the Securities Act or any state securities (or Blue Sky) laws is required for the offer and sale of the Subscribed Notes by Pubco to Subscriber.

(h) Neither Pubco nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Subscribed Notes. The Subscribed Notes are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws. Neither Pubco nor any person acting on its behalf has, directly or indirectly, at any time within the past 30 calendar days, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale by Pubco of the Subscribed Notes as contemplated hereby or the Other Subscribed Notes as contemplated by the Other Subscription Agreements or (ii) cause the offering of the Subscribed Notes pursuant to this Subscription Agreement or the Other Subscribed Notes pursuant to the Other Subscription Agreements to be integrated with prior offerings by Pubco for purposes of the Securities Act or, other than the Equity PIPE, any applicable stockholder approval provisions. Neither Pubco nor any person acting on its behalf (other than the Placement Agents (as defined below) and their respective persons acting on their behalf in such capacity, as to whom Pubco makes no representation) has offered or sold or will offer or sell any securities, or has taken or will take any other action, which would reasonably be expected to subject the offer, issuance or sale of the Subscribed Notes or the Other Subscribed Notes, as contemplated hereby, to the registration provisions of the Securities Act.

(i) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to Pubco, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3) of the Securities Act is applicable.

(j) Pubco is in compliance in all material respects with, and has not received any written communication from a governmental authority with competent jurisdiction that alleges that Pubco is not in compliance in all material respects with, or is in default or violation of, the applicable provisions of the Securities Act and the rules and regulations of the Commission, except, in each case, where such non-compliance, default, or violation would not, individually or in the aggregate, reasonably be expected to have a Pubco Material Adverse Effect. For the avoidance of doubt, this representation and warranty shall not apply to the extent any of the foregoing matters arise from or relate to the SEC Guidance.

(k) Upon consummation of the Transactions, the Pubco Class A Common Stock will be registered pursuant to Section 12(b) of the Exchange Act and will be approved for listing on the Stock Exchange, subject to official notice of issuance.

(l) Other than compensation to be paid to Cantor Fitzgerald & Co., BTIG, LLC and Houlihan Lokey Capital Inc., as placement agents to SPAC and Pubco (the “Placement Agents”), no broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with the sale of the Subscribed Notes to Subscriber.

(m) As of the date hereof, the authorized share capital of Pubco consists of 1,000 shares, all of which are shares of Pubco Common Stock. As of the date hereof and prior to giving effect to the Transactions: 10 shares of Pubco Class A Common Stock were issued and outstanding. All issued and outstanding shares of Pubco Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to preemptive or similar rights. Other than Company Merger Sub and SPAC Merger Sub, Pubco has no subsidiaries and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no shareholder agreements, voting trusts or other agreements or understandings to which Pubco is a party or by which it is bound relating to the voting of any shares of Pubco Common Stock or other equity interests in Pubco, other than as contemplated by the BCA or as described in the forms, reports, schedules, statements, registration statements, prospectuses, and other documents filed or furnished as of the date hereof by Pubco with the Commission under the Securities Act and/or the Exchange Act.

(n) The Other Subscription Agreements reflect the same Per Note Price and substantially the same other material terms and conditions with respect to the purchase of Notes that are no more favorable in the aggregate to the Other Subscribers than the material terms of this Subscription Agreement are to Subscriber (other than terms particular to the regulatory requirements of such investor or its affiliates or related funds that are mutual funds or are otherwise subject to regulations related to the timing of funding and the issuance of the related Notes).

(o) Pubco is not, and immediately after receipt of payment for the Subscribed Notes and Other Subscribed Notes and consummation of the Transactions, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(p)  Neither Pubco nor any of its controlled affiliates (i) is, or will be at or immediately after the Closing, a person of a country of concern, as such term is defined in 31 C.F.R. § 850.221 (a “Covered Person”), (ii) directly or indirectly hold, or will hold at or immediately after the Closing, a board seat on, a voting or equity interest in, or any contractual power to direct or cause the direction of the management or policies of, any Covered Person, or (iii) is engaged, or has plans to engage, or will be engaged at or immediately after the Closing, directly or indirectly, in a “covered activity,” as such term is defined in 31 C.F.R. § 850.208.

Section 4. Subscriber Representations and Warranties. Subscriber represents and warrants to Pubco and the Placement Agents, as of the date hereof and as of the Closing, that:

(a) If Subscriber is a legal entity, Subscriber (i) has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of formation or incorporation and (ii) has the requisite power and authority to enter into, and perform its obligations under, this Subscription Agreement. If Subscriber is an individual, Subscriber has the legal competence and capacity to enter into and perform its obligations under this Subscription Agreement.

(b) If Subscriber is a legal entity, this Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber. If Subscriber is an individual, Subscriber’s signature is genuine and the signatory has the legal competence and capacity to execute this Subscription Agreement. Assuming the due authorization, execution and delivery of the same by Pubco, this Subscription Agreement shall constitute the valid and legally binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to the Enforceability Exceptions.

(c) The execution, delivery and performance of this Subscription Agreement, the purchase of the Subscribed Notes hereunder, the compliance by Subscriber with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject; (ii) if Subscriber is a legal entity, the organizational documents of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental authority with competent jurisdiction over Subscriber or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a Subscriber Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Subscriber that, individually or in the aggregate, would reasonably be expected to materially impair or materially delay Subscriber’s performance of its obligations under this Subscription Agreement, including the purchase of the Subscribed Notes.

(d) Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), or (7) under the Securities Act) satisfying the applicable requirements set forth on Annex A hereto, (ii) is an “institutional investor” (as defined in FINRA Rule 2111), (iii) if located or resident in a member state of the European Economic Area, is a “qualified investor” within the meaning of Article 2 of Regulation (EU) 2017/1129 (as amended, the “EU Prospectus Regulation”), (iv) if located or resident in the United Kingdom, is a “qualified investor” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) who is also (x) an investment professional falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”); (y) a high net worth entity falling within Article 49(2)(a) to (d) of the Order; or (z) a person to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) in connection with the issue or sale of the Subscribed Notes may be lawfully communicated or caused to be communicated, (v) is acquiring the Subscribed Notes only for its own account and not for the account of others, or if Subscriber is subscribing for the Subscribed Notes as a fiduciary or agent for one or more investor accounts, each owner of such account is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) and Subscriber has sole investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (vi) is not acquiring the Subscribed Notes with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or other applicable securities laws (and has provided Pubco with the requested information on Annex A following the signature page hereto). Subscriber is not an entity formed for the specific purpose of acquiring the Subscribed Notes.

(e) Subscriber acknowledges and agrees that the Subscribed Notes and the Pubco Class A Common Stock issuable upon conversion of the Subscribed Notes are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Subscribed Notes and the Pubco Class A Common Stock issuable upon conversion of the Subscribed Notes have not been registered under the Securities Act and that Pubco is not required to register the Subscribed Notes or the Pubco Class A Common Stock issuable upon conversion of the Subscribed Notes except as set forth in Section 5. Subscriber acknowledges and agrees that the Subscribed Notes and the Pubco Class A Common Stock issuable upon conversion of the Subscribed Notes may not be offered, resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to Pubco or a subsidiary thereof, (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act, and, in each of clauses (i)-(ii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or account entries representing the Subscribed Notes or the Pubco Class A Common Stock issuable upon conversion of the Subscribed Notes shall contain a restrictive legend substantially in the form set forth in the Indenture. Subscriber acknowledges and agrees that the Subscribed Notes and the Pubco Class A Common Stock issuable upon conversion of the Subscribed Notes will be subject to these securities law transfer restrictions, and as a result of these transfer restrictions, Subscriber may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Subscribed Notes and the Pubco Class A Common Stock issuable upon conversion of the Subscribed Notes and may be required to bear the financial risk of an investment in the Subscribed Notes and the Pubco Class A Common Stock issuable upon conversion of the Subscribed Notes for an indefinite period of time. Subscriber acknowledges and agrees that the Subscribed Notes and the Pubco Class A Common Stock issuable upon conversion of the Subscribed Notes will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”) until at least one year following the filing of certain required information with the Commission after the Closing Date. Subscriber acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Subscribed Notes and the Pubco Class A Common Stock issuable upon conversion of the Subscribed Notes.

(f) Subscriber understands and agrees that Subscriber is purchasing the Subscribed Notes directly from Pubco. Subscriber further acknowledges that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties, covenants or agreements made to Subscriber by Pubco, the Placement Agents or any of their respective affiliates or any of such person’s or its or their respective affiliates’ control persons, officers, directors, partners, members, managing members, managers, agents, employees or other representatives, legal counsel, financial advisors, accountants or agents (collectively, “Representatives”), any other party to the Transactions or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of Pubco set forth in this Subscription Agreement and the Indenture, and Subscriber is not relying on any other purported representations, warranties, covenants, agreements or statements (including by omission), which are hereby disclaimed by Subscriber.

(g) In making its decision to purchase the Subscribed Notes, Subscriber has relied solely upon an independent investigation made by Subscriber and Pubco’s representations in this Subscription Agreement. Subscriber has not relied on any statements or other information provided by or on behalf of Pubco (including the Placement Agents) concerning Pubco, the Subscribed Notes or the Subscription, and has been offered the opportunity to ask questions of Pubco and has received answers thereto, including on the financial information, as Subscriber deemed necessary in connection with its decision to purchase the Subscribed Notes. Subscriber acknowledges and agrees that Subscriber has had access to, has received, and has had an adequate opportunity to review, such information as Subscriber deems necessary in order to make an investment decision with respect to the Subscribed Notes, including with respect to Pubco and the Transactions, and Subscriber has made its own assessment and is satisfied concerning the relevant financial, tax and other economic considerations relevant to Subscriber’s investment in the Subscribed Notes. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as Subscriber and Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Subscribed Notes, including but not limited to information concerning Pubco, the BCA, the Subscription, the Indenture and the Security Agreement.

(h) Subscriber acknowledges and agrees that none of Pubco, the Placement Agents nor their respective affiliates or any of such person’s or its or their respective affiliates’ Representatives has provided Subscriber with any advice with respect to the Subscribed Notes. Neither Pubco, nor the Placement Agents or any of their respective affiliates or Representatives has made or makes any representation or warranty, whether express or implied, of any kind or character as to Pubco or the quality or value of the Subscribed Notes.

(i) Subscriber acknowledges that (i) Pubco and its Representatives currently may have, and later may come into possession of, information regarding Pubco that is material non-public information and is not known to Subscriber (“Excluded Information”), (ii) Subscriber has determined to enter into this Subscription Agreement to purchase the Subscribed Notes notwithstanding Subscriber’s lack of knowledge of the Excluded Information, and (iii) neither Pubco nor the Placement Agents shall have liability to Subscriber, and Subscriber hereby waives and releases any claims Subscriber may have against Pubco and/or the Placement Agents, to the maximum extent permitted by law, with respect to the nondisclosure of the Excluded Information.

(j) Subscriber became aware of this offering of the Subscribed Notes solely by means of direct contact between Subscriber, on the one hand, and Pubco (and its Representatives, including the Placement Agents), on the other, and the Subscribed Notes were offered to Subscriber solely by direct contact between Subscriber, on the one hand, and Pubco (and its Representatives, including the Placement Agents), on the other, or their respective affiliates. Subscriber did not become aware of this offering of the Subscribed Notes, nor were the Subscribed Notes offered to Subscriber, by any other means, and none of Pubco or its respective Representatives (including the Placement Agents) acted as investment advisor, broker or dealer to Subscriber. Subscriber acknowledges that the Subscribed Notes (i) were not offered by any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

(k) Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subscribed Notes. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Subscribed Notes, and Subscriber has had an opportunity to seek, and has sought, such accounting, legal, business and tax advice as Subscriber has considered necessary to make an informed investment decision. Subscriber (i) is an institutional account as defined in FINRA Rule 4512(c) and an institutional “accredited investor” as defined in Rule 501(a) under the Securities Act, (ii) is a sophisticated institutional investor, experienced in investing in business transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Subscribed Notes.

(l) Subscriber has had an opportunity to adequately analyze and fully consider the risks of an investment in the Subscribed Notes and has determined that the Subscribed Notes are a suitable investment for Subscriber and that Subscriber is able to, at this time, and expects to be able to, in the foreseeable future, bear the economic risk of a total loss of Subscriber’s investment in Pubco. Subscriber acknowledges specifically that a possibility of total loss exists.

(m) Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Subscribed Notes or made any findings or determination as to the fairness of this investment.

(n) Neither Subscriber nor any of its affiliates, officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function is (i) a person (including individual or entity) that is the target or the subject of economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by relevant governmental authorities with competent jurisdiction, including, but not limited to those administered by the U.S. government (through the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) and the U.S. Department of State), the United Nations Security Council, the European Union or any EU member state, or the United Kingdom (including His Majesty’s Treasury of the United Kingdom) (collectively, “Sanctions”), (ii) a person or entity listed on the List of Specially Designated Nationals and Blocked Persons administered by OFAC, or in any Executive Order issued by the President of the United States and administered by OFAC, or any other any Sanctions-related list of sanctioned persons maintained by OFAC, the Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, or the United Kingdom (collectively, “Sanctions Lists”), (iii) organized, incorporated, established, located, resident or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, or the so-called Luhansk People’s Republic regions of Ukraine, as well as the non-controlled regions of the oblasts of Zaporizhzhia and Kherson or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European Union or any individual European Union member state, or the United Kingdom; (iv) directly or indirectly owned or controlled (as ownership and control are defined and interpreted under applicable sanctions), or acting on behalf or at the direction of, any such person or persons described in any of the foregoing clauses (i) through (iv), except in each case as permitted under Sanctions laws; or (v) a non-U.S. institution that accepts currency for deposit and that has no physical presence in the jurisdiction in which it is incorporated or in which it is operating, as the case may be, and is unaffiliated with a regulated financial group that is subject to consolidated supervision (a “non-U.S. shell bank”) or providing banking services indirectly to a non-U.S. shell bank (collectively, (i) through (v), a “Prohibited Investor”). Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law; provided that Subscriber is permitted to do so under applicable law. Subscriber represents that (i) if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Subscriber maintains policies and procedures to ensure compliance with its obligations under the BSA/PATRIOT Act, and (ii) to the extent required, it maintains policies and procedures reasonably designed to ensure compliance with the anti-corruption and anti-money laundering-related laws administered and enforced by other governmental authorities with competent jurisdiction. Subscriber also represents that it maintains policies and procedures reasonably designed to ensure compliance with Sanctions. Subscriber further represents and warrants that, to its knowledge, (i) none of the funds held by Subscriber and used to purchase the Subscribed Notes are or will be derived from transactions directly or indirectly with or for the benefit of any Prohibited Investor, (ii) such funds are from legitimate sources and do not constitute the proceeds of criminal conduct or criminal property, (iii) such funds do not originate from and have not been routed through an account maintained at a non-U.S. shell bank; and (iv) it maintains policies and procedures reasonably designed to ensure the funds held by Subscriber and used to purchase the Subscribed Notes were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor or from or through a non-U.S. shell bank. 

(o) No foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in Pubco as a result of the purchase and sale of Subscribed Notes hereunder, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over Pubco from and after the Closing as a result of the purchase and sale of Subscribed Notes hereunder.

(p) If Subscriber is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, Subscriber represents and warrants that (i) it has not relied on Pubco, the Placement Agents or any of their respective affiliates (the “Transaction Parties”) for investment advice or as the Plan’s fiduciary with respect to its decision to acquire and hold the Subscribed Notes, and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Subscribed Notes and (ii) the acquisition and holding of the Subscribed Notes will not result in a non-exempt prohibited transaction under ERISA or section 4975 of the Code.

(q) Reserved.

(r) Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, SPAC or Pubco, or any of their respective affiliates or Representatives, including the Placement Agents), other than the representations and warranties of Pubco contained in Section 3, in making its investment or decision to invest in Pubco. Subscriber agrees that none of (i) any Other Subscriber pursuant to an Other Subscription Agreement or any other agreement related to the private placement of Pubco Class A Common Stock (including the controlling persons, officers, directors, partners, agents or employees of any such Subscriber) nor (ii) the Placement Agents, shall be liable (including, without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such person or entity), whether in contract, tort or otherwise, or have any liability or obligation to Subscriber or any Other Subscriber, or any person claiming through Subscriber or any Other Subscriber, pursuant to this Subscription Agreement or related to the private placement of the Subscribed Notes, the negotiation hereof or the subject matter hereof, or the transactions contemplated hereby, for any action heretofore or hereafter taken or omitted to be taken by any of the foregoing in connection with the purchase of the Subscribed Notes.

(s) No broker or finder is entitled to any brokerage or finder’s fee or commission to be paid by Subscriber solely in connection with the sale of the Subscribed Notes to Subscriber.

(t) At all times on or prior to the Closing Date, Subscriber has no binding commitment to dispose of, or otherwise transfer (directly or indirectly), any of the Subscribed Notes, other than binding commitments it may have to transfer such Subscribed Notes upon Closing to a prime broker under and in accordance with its prime brokerage agreement with such broker.

(u) Subscriber is not currently (and at all times through the Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of equity securities of Pubco (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any “group” consisting solely of the Subscriber and one or more of its affiliates.

(v) Subscriber will not acquire a substantial interest (as defined in 31 C.F.R. Part 800.244) in Pubco or its affiliates as a result of the purchase and sale of the Subscribed Notes.

(w) In making its decision to purchase the Subscribed Notes, Subscriber has relied solely upon independent investigation made by Subscriber and the representations and warranties of Pubco set forth herein. Without limiting the generality of the foregoing, Subscriber has not relied on any statements or other information provided by the Placement Agents concerning the SPAC, the Company and Pubco or the Notes or the offer and sale of the Notes except for the representations and warranties of Pubco set forth herein. No disclosure or offering document has been prepared by the Placement Agents in connection with the offer and sale of the Notes. The Placement Agents and each of their members, directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the SPAC, the Company or Pubco, or the Notes or the accuracy, completeness or adequacy of any information supplied to Subscriber by or on behalf of the SPAC, the Company or Pubco. In connection with the issue and purchase of the Notes, the Placement Agents have not made any recommendations regarding an investment in Pubco or the Notes or acted as Subscriber’s financial advisor or fiduciary. Subscriber agrees and acknowledges that the Placement Agents are acting as Pubco’s placement agents in connection with the transactions contemplated by this Subscription Agreement and have not acted as Subscriber’s financial advisor or fiduciary.

(x) Subscriber covenants that neither it, nor any affiliate acting on its behalf or pursuant to any understanding with it, has executed or will execute any purchases or sales of any of securities of Pubco during the period that commenced at the time that Subscriber first learned of the transactions contemplated hereunder and ending at such time that the transactions contemplated by this Subscription Agreement are first publicly announced pursuant to the initial press release as described in Section 9(t). Subscriber covenants that until such time as the transactions contemplated by this Subscription Agreement are publicly disclosed by SPAC pursuant to the initial press release as described in Section 9(t), Subscriber will maintain the confidentiality of the existence and terms of the Subscription and the Transactions and the transactions contemplated hereby. Notwithstanding the foregoing and notwithstanding anything contained in this Subscription Agreement to the contrary, Pubco expressly acknowledges and agrees that Subscriber shall have no duty of confidentiality as set forth in this Section 4(x) to Pubco after the issuance of the initial press release as described in Section 9(t). Notwithstanding the foregoing, in the case that Subscriber is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of Subscriber’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of Subscriber’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Subscribed Notes covered by this Subscription Agreement.

(y) Except for the representations and warranties contained in this Section 4, Subscriber makes no express or implied representation or warranty, and Subscriber hereby disclaims any such representation or warranty with respect to the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated herein.

Section 5. Registration of Subscribed Notes and Underlying Pubco Class A Common Stock.

(a) Subject to Section 5(c), Pubco agrees that, as soon as practicable but in no event later than thirty (30) calendar days following the Closing Date, Pubco will file with the Commission (at Pubco’s sole cost and expense) a registration statement registering the resale of the Subscribed Notes held by Subscriber and the shares of Pubco Class A Common Stock issuable upon conversion of such Subscribed Notes (such securities, the “Registrable Securities,” and such registration statement, the “Registration Statement”), and Pubco shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than ninety (90) calendar days after the Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended by a maximum of ninety (90) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that Pubco shall request the Registration Statement declared effective promptly after the date Pubco is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of calendar days as the number of calendar days during which the Commission remains closed. Pubco will provide a draft of the Registration Statement to Subscriber at least two (2) Business Days in advance of the date of filing the Registration Statement with the Commission. Unless otherwise agreed to in writing by Subscriber prior to the filing of the Registration Statement, Subscriber shall not be identified as a statutory underwriter in the Registration Statement unless the Commission requests that Subscriber be identified as a statutory underwriter; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request to Pubco. Notwithstanding the foregoing, if the Commission or its regulations prevent Pubco from including any or all of the Registrable Securities proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the applicable stockholders, noteholders or otherwise, such Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the Commission. In such event, the number of Registrable Securities shall be reduced pro rata among all such selling stockholders and noteholders and as promptly as practicable after being permitted to register additional Registrable Securities under Rule 415 under the Securities Act, Pubco shall amend the Registration Statement or file one or more new Registration Statement(s) (with such amendment or new Registration Statement also being deemed to be a “Registration Statement” hereunder) to register such additional Registrable Securities and use commercially reasonable efforts to cause such amendment or Registration Statement(s) to become effective as promptly as practicable after the filing thereof, but in any event no later than thirty (30) calendar days after the filing of such Registration Statement (the “Additional Effectiveness Deadline”); provided, that the Additional Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing of such Registration Statement, including any new Registration Statement or amended Registration Statement, if such Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that Pubco shall request that such Registration Statement be declared effective promptly after the date Pubco is notified (orally or in writing, whichever is earlier) by the staff of the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of calendar days as the number of calendar days during which the Commission remains closed. Any failure by Pubco to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve Pubco of its obligations to file or effect a Registration Statement as set forth in this Section 5.

(b) Pubco agrees that, except for such times as Pubco is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, Pubco will use its commercially reasonable efforts to cause such Registration Statement to remain effective with respect to Subscriber, including to prepare and file any post-effective amendment to such Registration Statement or a supplement to the related prospectus such that the prospectus will not include any untrue statement or a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, until the earliest to occur of (i) the date on which Subscriber ceases to hold any Registrable Securities issued pursuant to this Subscription Agreement and (ii) the first date on which Subscriber can sell all of its Registrable Securities issued pursuant to this Subscription Agreement (or shares received upon conversion thereof) under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount of such securities that may be sold and without the requirement for Pubco to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (the earliest of clauses (i) and (ii), the “End Date”). Prior to the End Date, Pubco (i) will use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable; (ii) file all reports, and provide all customary and reasonable cooperation, necessary to enable Subscriber to resell Registrable Securities pursuant to the Registration Statement; and (iii) qualify the Registrable Securities for listing on the Stock Exchange and update or amend the Registration Statement as necessary to include Registrable Securities. Pubco will use its commercially reasonable efforts to (A) for so long as Subscriber holds Registrable Securities, make and keep public information available (as those terms are understood and defined in Rule 144) and file with the Commission in a timely manner all reports and other documents required of Pubco under the Exchange Act so long as Pubco remains subject to such requirements to enable Subscriber to resell the Registrable Securities pursuant to Rule 144, (B) at the reasonable request of Subscriber, deliver all the necessary documentation to cause Pubco’s transfer agent to remove all restrictive legends from any Registrable Securities being sold under the Registration Statement or pursuant to Rule 144 at the time of sale of the Registrable Securities, and (C) cause its legal counsel to deliver to the transfer agent the necessary legal opinions required by the transfer agent, if any, in connection with the instruction under clause (B) upon the receipt of Subscriber representation letters and such other customary supporting documentation as requested by (and in a form reasonably acceptable to) such counsel. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of Registrable Securities to Pubco (or its successor) as may be reasonably required to enable Pubco to make the determination described above.

(c) Pubco’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing in writing to Pubco a completed selling stockholder or noteholder questionnaire in customary form that contains such information regarding Subscriber, the securities of Pubco held by Subscriber and the intended method of disposition of the Registrable Securities as shall be reasonably requested by Pubco to effect the registration of the Registrable Securities, and Subscriber shall execute such documents in connection with such registration as Pubco may reasonably request that are customary of a selling stockholder or noteholder in similar situations, including providing that Pubco shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement (i) during any customary blackout or similar period or as permitted hereunder and (ii) as may be necessary in connection with the preparation and filing of a post-effective amendment to the Registration Statement following the filing of Pubco’s Annual Report on Form 10-K for its first completed fiscal year following the effective date of the Registration Statement; provided, that Pubco shall request such information from Subscriber, including the selling stockholder or noteholder questionnaire, at least five (5) Business Days prior to the anticipated date of filing the Registration Statement with the Commission. In the case of the registration effected by Pubco pursuant to this Subscription Agreement, Pubco shall, upon reasonable request, inform Subscriber as to the status of such registration. Subscriber shall not be entitled to use the Registration Statement for an underwritten offering of Registrable Securities. Notwithstanding anything to the contrary contained herein, Pubco may from time to time require Subscriber not to sell under the Registration Statement or suspend the use or effectiveness of any such Registration Statement, if (A) it determines in good faith that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, including as a result of any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information, (B) such filing or use would materially affect a bona fide business or financing transaction of Pubco or would require premature disclosure of information that would materially adversely affect Pubco, (C) in the good faith judgment of the majority of the members of Pubco’s board of directors, such filing or effectiveness or use of such Registration Statement would be seriously detrimental to Pubco, (D) the majority of the board determines to delay the filing or initial effectiveness of, or suspend use of, a Registration Statement and such delay or suspension arises out of, or is a result of, or is related to or is in connection with the SEC Guidance or future Commission guidance directed at special purpose acquisition companies or companies that have consummated a business combination with a special purpose acquisition company, or any related disclosure or related matters, (E) as may be necessary in connection with the preparation and filing of a post-effective amendment to the Registration Statement following the filing of Pubco’s Annual Report on Form 10-K for its first completed fiscal year following the effective date of the Registration Statement, or (F) Subscriber agrees that (1) it will immediately discontinue offers and sales of the Registrable Securities under the Registration Statement until Subscriber receives copies of a supplemental or amended prospectus (which Pubco agrees to use commercially reasonable efforts to promptly prepare) that corrects the misstatement(s) or omission(s) referred to in Section 5(c)(A) and receives notice that any post-effective amendment has become effective or unless otherwise notified by Pubco that it may resume such offers and sales and (2) it will maintain the confidentiality of any information included in such written notice delivered by Pubco unless otherwise required by law, subpoena or regulatory request or requirement (each such circumstance, a “Suspension Event”); provided, that, (w) Pubco shall not so delay filing or so suspend the use of the Registration Statement for a period of more than forty-five (45) consecutive days or more than ninety (90) total calendar days in any consecutive three hundred sixty (360) day period, or more than one (1) time in any consecutive three hundred sixty (360) day period and (x) Pubco shall use commercially reasonable efforts to make such registration statement available for the sale by Subscriber of such securities as soon as practicable thereafter.

(d) Upon receipt of any written notice from Pubco of the happening of (i) an issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose, which notice shall be given no later than three (3) Business Days from the date of such event, (ii) any Suspension Event during the period that the Registration Statement is effective, which notice shall be given no later than three (3) Business Days from the date of such Suspension Event, or (iii) if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that (1) it will immediately discontinue offers and sales of the Registrable Securities under the Registration Statement until Subscriber receives copies of a supplemental or amended prospectus (which Pubco agrees to use commercially reasonable efforts to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by Pubco that it may resume such offers and sales and (2) it will maintain the confidentiality of any information included in such written notice delivered by Pubco unless otherwise required by law, subpoena or regulatory request or requirement. If so directed by Pubco, Subscriber will deliver to Pubco or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (w) to the extent Subscriber is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (x) to copies stored electronically on archival servers as a result of automatic data back-up.

(e) For purposes of this Section 5 (i) “Registrable Securities” shall mean, as of any date of determination, the Registrable Securities and any other equity security issued or issuable with respect to the Registrable Securities by way of share split, dividend, distribution, recapitalization, merger, exchange, or replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 5 shall have been duly assigned pursuant to Section 9(f).

(f) Pubco shall indemnify, defend and hold harmless Subscriber, (to the extent Subscriber is a seller under the Registration Statement), the officers, directors, members, managers, partners, agents and employees of Subscriber, each person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, managers, partners, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all out-of-pocket and reasonably documented losses, claims, damages, liabilities, costs (including reasonable and documented external attorneys’ fees) and expenses (collectively, “Losses”) arising out of or caused by or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such untrue statements, alleged untrue statements, omissions or alleged omissions are (1) based upon information regarding Subscriber furnished in writing to Pubco by or on behalf of Subscriber expressly for use therein or Subscriber has omitted a material fact from such information or (2) result from or in connection with any offers or sales effected by or on behalf of Subscriber in violation of Section 5(c). Notwithstanding the foregoing, Pubco’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of Pubco. Pubco shall provide Subscriber with an update on any threatened or asserted proceedings arising from or in connection with the transactions contemplated by this Section 5 of which Pubco receives notice whether oral or in writing.

(g) Subscriber shall, severally and not jointly with any Other Subscriber in the offering contemplated by this Subscription Agreement, indemnify, defend and hold harmless Pubco, its directors, officers, members, managers, partners, agents and employees, each person who controls Pubco (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, members, managers, partners, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding Subscriber furnished in writing to Pubco by or on behalf of Subscriber expressly for use therein. In no event shall the liability of Subscriber be greater in amount than the United States dollars amount of the net proceeds received by Subscriber upon the sale of the Registrable Securities giving rise to such indemnification obligation. Notwithstanding the forgoing, Subscriber’s indemnification obligation shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of Subscriber (which consent shall not be unreasonably withheld or delayed).

(h) Any person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement), which settlement shall not include a statement or admission of fault and culpability on the part of such indemnified party, and which settlement shall include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

(i) The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the transfer of the Registrable Securities pursuant to this Subscription Agreement.

(j) If the indemnification provided under this Section 5 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any Losses, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations; provided, however, that the liability of Subscriber shall be limited to the net proceeds received by such Subscriber from the sale of Registrable Securities giving rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by, in the case of an omission), or on behalf of such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses shall be deemed to include, subject to the limitations set forth in this Section 5, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 5(j) from any person or entity who was not guilty of such fraudulent misrepresentation. Notwithstanding anything to the contrary herein, in no event will any party be liable for punitive damages in connection with this Subscription Agreement or the transactions contemplated hereby.

Section 6. Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (a) such date and time as the BCA is terminated in accordance with its terms; (b) the mutual written agreement of the parties hereto to terminate this Subscription Agreement; or (c) twelve (12) months from the date hereof; provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. Pubco shall notify Subscriber of the termination of the BCA promptly after the termination thereof. Upon the termination hereof in accordance with this Section 6, any monies paid by Subscriber in connection herewith shall promptly (and in any event within two (2) Business Days) be returned in full to Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by Subscriber, without any deduction for or on account of any tax withholding except as required by law, charges or set-off, whether or not the Transactions shall have been consummated.

Section 7. Trust Account Waiver. Subscriber hereby acknowledges that SPAC is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Subscriber further acknowledges that, as described in the final prospectus relating to SPAC’s initial public offering (“IPO”) filed with the Commission (File No. 333-279951) on August 2, 2024 (the “Prospectus”), substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s IPO and a private placement of its securities and substantially all of those proceeds (including interest accrued from time to time thereon) have been deposited into a trust account (the “Trust Account”) for the benefit of SPAC and its public shareholders. As described in the Prospectus, the funds held from time to time in the Trust Account may only be released upon certain conditions. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind (“Claim”) to, or to any monies or other assets in, the Trust Account, and hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Claim to, or to any monies or other assets in, the Trust Account that it may have now or in the future as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscribed Notes, in or to any monies held in the Trust Account (or any distributions therefrom directly or indirectly to SPAC’s public shareholders). In the event that Subscriber has any Claim against SPAC as a result of, or arising out of, this Subscription Agreement, the Other Subscription Agreements, the transactions contemplated hereby and thereby, or the Subscribed Notes, Subscriber agrees not to seek recourse against the Trust Account or any funds distributed therefrom (it being clarified that such waiver shall not apply following the Closing to the Trust Account funds that are released from the Trust Account to SPAC or Pubco in connection with the Transactions). Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to SPAC to enter into this Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. To the extent Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against SPAC or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber (or any person claiming on Subscriber’s behalf or in lieu of Subscriber) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Nothing in this Section 7 shall be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with SPAC’s organizational documents in respect of any redemptions by Subscriber in respect of SPAC Class A Ordinary Shares acquired by any means other than pursuant to this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, the provisions of this Section 7 shall survive termination of this Subscription Agreement.

Section 8. Subscriber Option to Purchase Additional Notes.

(a) Subject to the terms and conditions below and in reliance upon the representations and warranties herein set forth, Pubco hereby grants an option to Subscriber to purchase additional Option Notes up to the maximum amount of $50,000,000 in aggregate at the same purchase price and on the same other terms and conditions as the Subscribed Notes. This option may be exercised in whole or in part at any time or from time to time on or before the 30th day after the date of this Subscription Agreement upon written notice (in the form attached in Annex B hereto) by such Subscriber to Pubco setting forth the principal amount of Option Notes as to which such Subscriber is exercising the option. Delivery of the Option Notes, and payment therefor, shall be made on the same terms and conditions and at the same time as the Subscribed Notes as provided herein. The principal amount of Option Notes that may be purchased by each Subscriber may not exceed the percentage of such Subscriber’s subscription as a fraction of the total principal amount of Option Notes (being $50,000,000 aggregate principal amount of Option Notes) to be purchased by all Subscribers under the Subscription Agreements. Pubco may in its absolute discretion eliminate any Option Notes in denominations of less than $1,000 principal amount. Pubco shall issue any unsubscribed Option Notes to any investor in the process described in Section 8(b); provided, that such Option Notes reflect the same material terms and conditions with respect to the purchase of such Option Notes that are no more favorable to the Other Subscribers than the material terms of this Subscription Agreement are to Subscriber (other than terms particular to the regulatory requirements of such investor or its affiliates or related funds that are mutual funds or are otherwise subject to regulations related to the timing of funding and the issuance of the related Option Notes).

(b) If any Subscribers should elect not to exercise their option to purchase Option Notes or no exercise action has been taken, in each case by 5:00 p.m. New York time on the 30th day after the date of this Subscription Agreement, such unexercised Option Notes will be offered to and may be exercised by the remaining Subscribers pro rata to their Subscribed Notes and Option Notes during and until 5:00 p.m. New York time on the 31st day after the date of this Subscription Agreement (or next business day thereafter if such day is a weekend or market holiday).

(c) For the avoidance of doubt, if Subscriber elects to subscribe for Option Notes pursuant to this Section, such Option Notes shall be deemed “Subscribed Notes” for all purposes of this Subscription Agreement other than this Section 8, where the distinction is used solely for clarity.

Section 9. Miscellaneous.

(a) Notwithstanding any other provision of this Subscription Agreement, Pubco and any of its Representatives, as applicable, shall be entitled to deduct and withhold from the Registrable Securities and any other amount payable pursuant to this Subscription Agreement (in connection with a future share split, dividend, distribution, recapitalization, merger, exchange, or replacement) any such taxes as may be required to be deducted and withheld from such amounts (and any other amounts treated as paid for applicable tax law) under the Internal Revenue Code of 1986, as amended, or any other applicable tax law (as determined in good faith by the party so deducting or withholding in its sole discretion). To the extent that any amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Subscription Agreement as having been paid to the person in respect of which such deduction and withholding was made.

(b) All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic mail, with no mail undeliverable or other rejection notice, on the date of transmission to such recipient, if sent on a Business Day prior to 5:00 p.m. New York City time, or on the Business Day following the date of transmission, if sent on a day that is not a Business Day or after 5:00 p.m. New York City time on a Business Day, (iii) one (1) Business Day after being sent to the recipient via overnight mail by reputable overnight courier service (charges prepaid), or (iv) four (4) Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given in accordance with this Section 9(b). A courtesy electronic copy of any notice sent by methods (i), (iii), or (iv) above shall also be sent to the recipient via electronic mail if an electronic mail address is provided in the applicable signature page hereof or to an electronic mail address as subsequently modified by written notice given in accordance with this Section 9(b).

(c) Subscriber acknowledges that Pubco, the Placement Agents and others, including SPAC and the Company, will rely on the acknowledgments, understandings, agreements, representations and warranties of Subscriber contained in this Subscription Agreement; provided, however, that the foregoing clause of this Section 9(c) shall not give Pubco any rights other than those expressly set forth herein. Prior to the Closing, Subscriber agrees to promptly notify Pubco if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of Subscriber set forth herein are no longer accurate in all material respects. Pubco acknowledges that Subscriber and the Placement Agents will rely on the acknowledgments, understandings, agreements, representations and warranties of Pubco contained in this Subscription Agreement. Prior to the Closing, Pubco agrees to promptly notify Subscriber and the Placement Agents, if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of Pubco set forth herein are no longer accurate in all material respects.

(d) Each of Pubco and Subscriber is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party as required by applicable law in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

(e) Each party hereto shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.

(f) Neither this Subscription Agreement nor any rights that may accrue to Subscriber hereunder may be transferred or assigned by Subscriber (other than the Subscribed Notes acquired hereunder and the rights set forth in Section 5, provided that the rights set forth in Section 5 may be transferred or assigned by Subscriber only pursuant to an assignment in writing in form reasonably acceptable to Pubco). Neither this Subscription Agreement nor any rights that may accrue to Pubco hereunder may be transferred or assigned by Pubco without the prior written consent of Subscriber, other than in connection with the Transactions. Notwithstanding the foregoing, Subscriber may assign all or a portion of its rights and obligations under this Subscription Agreement to one or more of its affiliates (including other investment funds or accounts managed or advised by the investment manager who acts on behalf of Subscriber) upon written notice to Pubco or, with Pubco’s prior written consent, to another person; provided, that in the case of any such assignment, the assignee(s) shall become a Subscriber hereunder and have the rights and obligations and be deemed to make the representations and warranties of Subscriber provided for herein to the extent of such assignment and provided further that no such assignment shall relieve the assigning Subscriber of its obligations hereunder if any such assignee fails to perform such obligations, unless Pubco has given their prior written consent to such relief. Any purported assignment or transfer in violation of this Section 9(f) shall be null and void.

(g) All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.

(h) Pubco may request from Subscriber such additional information as Pubco may reasonably determine to be necessary to evaluate the eligibility of Subscriber to acquire the Subscribed Notes and to register the Subscribed Notes for resale, and Subscriber shall promptly provide such information as may be reasonably requested, to the extent readily available and to the extent consistent with its internal policies and procedures; provided, that Pubco agrees to keep any such information provided by Subscriber confidential, except (A) as required by the federal securities laws, rules or regulations and (B) to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under the regulations of the Stock Exchange. Subscriber acknowledges that SPAC and Pubco may file a form of this Subscription Agreement with the Commission as an exhibit to a current or periodic report of SPAC or Pubco, an annex to a proxy statement of SPAC or Pubco or as an exhibit to a registration statement of Pubco.

(i) This Subscription Agreement may not be amended, modified or waived except by an instrument in writing, signed by each of the parties hereto; provided that no provision of this Subscription Agreement that references the Placement Agents may be amended, modified, terminated or waived in any manner that is adverse to the Placement Agents without the written consent of the Placement Agents.

(j) This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. The parties hereto agree that the Placement Agents are express third-party beneficiaries of the representations, warranties and covenants of Pubco contained in Section 3 and the representations, warranties and covenants of Subscriber contained in Section 4, and their express rights set forth in Section 9(i) and this Section 9(j).

(k) Except with respect to the Placement Agents (who are third-party beneficiaries of the representations, warranties and covenants set forth herein) or as otherwise provided herein, this Subscription Agreement is intended for the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns and, except with respect to the Placement Agents or as otherwise as provided herein, is not for the benefit of, nor may any provision hereof be enforced by, any other person.

(l) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached and that money or other legal remedies would not be an adequate remedy for such damage. It is accordingly agreed that the parties shall be entitled to equitable relief, including in the form of an injunction or injunctions to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that Pubco shall be entitled to specifically enforce Subscriber’s obligations to fund the Subscription and the provisions of the Subscription Agreement, in each case, on the terms and subject to the conditions set forth herein. The parties hereto further acknowledge and agree: (x) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy; (y) not to assert that a remedy of specific enforcement pursuant to this Section 9(l) is unenforceable, invalid, contrary to applicable law or inequitable for any reason; and (z) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate.

(m) If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

(n) No failure or delay by a party hereto in exercising any right, power or remedy under this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Subscription Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.

(o) This Subscription Agreement may be executed and delivered in one or more counterparts (including by electronic mail, in .pdf or other electronic submission) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

(p) This Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state.

(q) EACH PARTY AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT.

(r) The parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription Agreement must be brought exclusively in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York (collectively the “Designated Courts”). Each party hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action, suit or proceeding with respect to this Subscription Agreement may be brought in any other forum. Each party hereby irrevocably waives all claims of immunity from jurisdiction, and any objection which such party may now or hereafter have to the laying of venue of any suit, action or proceeding in any Designated Court, including any right to object on the basis that any dispute, action, suit or proceeding brought in the Designated Courts has been brought in an improper or inconvenient forum or venue. Each of the parties also agrees that delivery of any process, summons, notice or document to a party hereof in compliance with Section 9(b) this Subscription Agreement shall be effective service of process for any action, suit or proceeding in a Designated Court with respect to any matters to which the parties have submitted to jurisdiction as set forth above.

(s) This Subscription Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement, may only be brought against the entities that are expressly named as parties hereto; except with respect to the provisions of this Subscription Agreement for which the each of the Placement Agents are express third party beneficiaries.

(t) SPAC shall: (i) by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement, issue a press release disclosing the material terms of the transactions contemplated hereby; and (ii) file with the Commission a Current Report on Form 8-K disclosing all material terms of this Subscription Agreement, the Other Subscription Agreements and the transactions contemplated hereby and thereby, and the Transactions, and including as exhibits thereto, the form of this Subscription Agreement and the Other Subscription Agreement, within the time required by the Exchange Act. From and after the issuance of such press release, Pubco represents to Subscriber that it shall have publicly disclosed all material, non-public information regarding Pubco delivered to Subscriber by or on behalf of Pubco or any of its respective officers, directors, employees or agents (including the Placement Agents) in connection with the transactions contemplated by this Subscription Agreement. Prior to the Closing, Subscriber shall not issue any press release or make any other similar public statement with respect to the transactions contemplated hereby without the prior written consent of SPAC and Pubco (such consent not to be unreasonably withheld or delayed). Notwithstanding anything in this Subscription Agreement to the contrary, each of SPAC and Pubco (i) shall not publicly disclose the name of Subscriber or any of its affiliates or advisers, or include the name of Subscriber or any of its affiliates or advisers in any press release, without the prior written consent of Subscriber and (ii) shall not publicly disclose the name of Subscriber or any of its affiliates or advisers, or include the name of Subscriber or any of its affiliates or advisers in any filing with the Commission or any regulatory agency or trading market, without the prior written consent of Subscriber, except (A) as required by the federal securities laws, rules or regulations, including in connection with the filing of a Registration Statement pursuant to Section 5(a), and (B) to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under the regulations of the Stock Exchange, in which case of clause (A) or (B), SPAC or Pubco, as applicable, shall provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Subscriber regarding such disclosure. Subscriber will promptly provide any information reasonably requested by SPAC or Pubco for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the Commission). To the extent that any such information is publicly disclosed pursuant to the provisions hereunder, the parties agree that no further notice or consent is required for SPAC or Pubco to further disclose such information.

(u) Notwithstanding anything to the contrary in the Indenture, Pubco shall not effect the conversion of any of the Subscribed Notes held by Subscriber, and Subscriber shall not have the right to convert any of the Subscribed Notes held by Subscriber pursuant to the terms and conditions of the Indenture and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, Subscriber, together with its Affiliates and any other Persons whose beneficial ownership of Pubco Class A Common Stock would or could be aggregated with Subscriber’s for purposes of Section 13(d) of the Exchange Act (each such Person, an “Attribution Party”), collectively, would beneficially own in excess of 9.9% (the “Maximum Percentage”) of the shares of Pubco Class A Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Pubco Class A Common Stock beneficially owned by Subscriber and the other Attribution Parties shall include the number of shares of Pubco Class A Common Stock held by Subscriber and all other Attribution Parties plus the number of shares of Pubco Class A Common Stock issuable upon conversion of the Subscribed Notes with respect to which the determination of such sentence is being made, but shall exclude shares of Pubco Class A Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Notes beneficially owned by Subscriber or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of Pubco (including, without limitation, any convertible notes, convertible preferred stock or warrants, including the Subscribed Notes) beneficially owned by Subscriber or any other Attribution Party subject to the Maximum Percentage as provided in this Section 9(u). For purposes of this Section 9(u), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding shares of Pubco Class A Common Stock Subscriber may acquire upon the conversion of such Notes without exceeding the Maximum Percentage, Subscriber may rely on the number of outstanding shares of Pubco Class A Common Stock as reflected in (x) Pubco’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by Pubco or (z) any other written notice by Pubco or the Pubco’s transfer agent, if any, setting forth the number of shares of Pubco Class A Common Stock outstanding (the “Reported Outstanding Share Number”). If Pubco receives a Notice of Conversion (as defined in the Indenture) from Subscriber at a time when the actual number of outstanding shares of Pubco Class A Common Stock is less than the Reported Outstanding Share Number, Pubco shall notify Subscriber in writing of the number of shares of Pubco Class A Common Stock then outstanding and, to the extent that such Notice of Conversion would otherwise cause Subscriber’s beneficial ownership, as determined pursuant to this Section 9(u), to exceed the Maximum Percentage, Subscriber must notify Pubco of a reduced number of shares of Pubco Class A Common Stock to be delivered pursuant to such Notice of Conversion (subject to the proviso in the second to last sentence of this Section 9(u)). For any reason at any time, upon the written request (email being sufficient) of Subscriber, Pubco shall within two (2) Business Days confirm orally and in writing or by electronic mail to Subscriber the number of shares of Pubco Class A Common Stock then outstanding. In any case, the number of outstanding shares of Pubco Class A Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including any Notes, by Subscriber and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Pubco Class A Common Stock to Subscriber upon conversion of such Notes results in Subscriber and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Pubco Class A Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares of Pubco Class A Common Stock so issued by which Subscriber’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and Subscriber shall not have the power to vote or to transfer the Excess Shares. For purposes of clarity, the shares of Pubco Class A Common Stock issuable to Subscriber pursuant to the terms of the Indenture in excess of the Maximum Percentage shall not be deemed to be beneficially owned by Subscriber for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert such Notes pursuant to this Section 9(u) shall have any effect on the applicability of the provisions of this Section 9(u) with respect to any subsequent determination of convertibility. The provisions of this Section 9(u) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 9(u) to the extent necessary to correct this Section 9(u) (or any portion of this Section 9(u)) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 9(u) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 9(u) may not be waived (other than by written notice to Pubco, which notice shall not be effective until the 61st day after delivery of such notice) and shall apply to assignees of Subscriber’s rights hereunder pursuant to Section 9(f). Notwithstanding anything to contrary herein, if in connection with, and subject to the effectiveness or occurrence of, any Fundamental Change, Make-Whole Fundamental Change, Optional Redemption or Share Change Event, the Maximum Percentage would result in there being Excess Shares or Subscriber having unconverted Notes or otherwise not receiving all of the Conversion Consideration or Reference Property that Subscriber would have been entitled if there were no Maximum Percentage, then, upon request by Subscriber, Subscriber shall be entitled to receive a number of shares of Pubco Class A Common Stock equal to such Excess Shares, or to receive such other Conversion Consideration or Reference Property, subject to the foregoing provisions of this Section 9(u). For purposes of this Section 9(u), terms used but not defined herein shall have the meanings attributed to them in the Indenture.

(v) The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscriber under this Subscription Agreement or any Other Subscriber or other investor under the Other Subscription Agreements. The decision of Subscriber to purchase Subscribed Notes pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber or any other investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of Pubco or any of their respective affiliates or subsidiaries which may have been made or given by any Other Subscriber or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees shall have any liability to any Other Subscriber or investor (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber or Other Subscriber or other investor pursuant hereto or thereto, shall be deemed to constitute Subscriber and any Other Subscribers or other investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and any Other Subscribers or other investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as agent for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection with monitoring its investment in the Subscribed Notes or enforcing its rights under this Subscription Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or investor to be joined as an additional party in any proceeding for such purpose.

(w) The headings herein are for convenience only, do not constitute a part of this Subscription Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Subscription Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rules of strict construction will be applied against any party. Unless the context otherwise requires, (i) all references to Sections, Exhibits or Annexes are to Sections, Exhibits or Annexes contained in or attached to this Subscription Agreement, (ii) each accounting term not otherwise defined in this Subscription Agreement has the meaning assigned to it in accordance with United States generally accepted accounting principles, (iii) words in the singular or plural include the singular and plural and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, (iv) the use of the word “including” in this Subscription Agreement shall be by way of example rather than limitation, and (v) the word “or” shall not be exclusive (i.e., unless context requires otherwise “or” shall be interpreted to mean “and/or” rather than “either/or”).

[Signature pages follow]

IN WITNESS WHEREOF, Pubco has accepted this Subscription Agreement as of the date first set forth above.

Address for Notices:

c/o CC Capital Partners
200 Park Ave, 58th floor
New York, NY 10166

Email: [***]

with a copy (not to constitute notice) to:

Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, NY 10036
Attention: John Clayton, Eli Miller and Jeff Potash

Email: [***]

[Signature Page to Convertible Notes Subscription Agreement]

Address for Notices:

1700 Broadway – 19th Floor
New York, NY 10019
Email: [***]
Attention: Executive Vice President and Secretary

with a copy (not to constitute notice) to:

Troutman Pepper Locke LLP
875 Third Avenue
New York, NY 10022
Attention: Patrick B. Costello
Email: [***]

[Signature Page to Convertible Notes Subscription Agreement]

IN WITNESS WHEREOF, Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

[Signature Page to Convertible Notes Subscription Agreement]

ANNEX A

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER

This Annex A should be completed and signed by Subscriber and constitutes a part of the Subscription Agreement.

**OR**

**AND**

**AND**

SUBSCRIBER

an “affiliate” (as defined in Rule 144 under the Securities Act) of SPAC, the Company or Pubco or acting on behalf of an affiliate of SPAC, the Company or Pubco.

Rule 501(a), in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated, by marking and initialing the appropriate box(es) below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.”

Specify which tests:

**AND**

**AND**

**AND**

This page should be completed by Subscriber and constitutes a part
of the Subscription Agreement.

ANNEX B

FORM OF NOTICE TO BE DELIVERED PURSUANT TO SECTION 8

Email: [●]

With a copy to:

[***]

[***]

[***]

[●], 2025

Dear Sir or Madam,

ReserveOne Holdings, Inc. (the “Pubco”) Offering of 1.00% Convertible Senior Notes

We refer to the transactions contemplated in the subscription agreement dated [●], 2025 (the “Subscription Agreement”) between Pubco and the undersigned.

Pursuant to Section 8 of the Subscription Agreement, we hereby exercise the option to purchase Option Notes with an aggregate principal amount of: $[●].

Capitalized terms used herein but not otherwise defined shall have the same meanings assigned in the Subscription Agreement.

EXHIBIT A

FORM OF INDENTURE

[See attached]

RESERVEONE, INC.

AND

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee and Collateral Agent

INDENTURE

Dated as of [●], 202[●]

1.00% Convertible Senior Notes due 203[●]1

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