Form 8-K

8-K — Amanat Acquisition Corp.

Accession: 0001213900-26-112236

Filed: 2026-10-26

Period: 2026-10-25

CIK: 0002112457

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0308954-8k425_amanat.htm (Primary)

EX-2.1 — BUSINESS COMBINATION AGREEMENT, DATED AS OF OCTOBER 25, 2026, BY AND AMONG AMANAT ACQUISITION CORP, CAIRO MERGER SUB, INC., CORXEL PHARMACEUTICALS LIMITED AND CORXEL PHARMACEUTICALS, INC (ea030895401ex2-1.htm)

EX-10.1 — SPONSOR LETTER AGREEMENT, DATED AS OF OCTOBER 25, 2026, BY AND AMONG AMANAT SPONSOR HOLDINGS LLC, AMANAT ACQUISITION CORP AND CORXEL PHARMACEUTICALS, INC (ea030895401ex10-1.htm)

EX-10.2 — FORM OF SUBSCRIPTION AGREEMENT (ea030895401ex10-2.htm)

EX-10.3 — FORM OF SUPPORT AGREEMENT (ea030895401ex10-3.htm)

EX-10.4 — FORM OF INVESTOR RIGHTS AGREEMENT (ea030895401ex10-4.htm)

EX-10.5 — FORM OF LOCK-UP AGREEMENT (ea030895401ex10-5.htm)

EX-10.6 — FORM OF PRE-FUNDED WARRANT (ea030895401ex10-6.htm)

EX-99.1 — PRESS RELEASE, DATED OCTOBER 26, 2026 (ea030895401ex99-1.htm)

EX-99.2 — INVESTOR PRESENTATION, DATED OCTOBER 2026 (ea030895401ex99-2.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): October 25, 2026

AMANAT ACQUISITION CORP

(Exact

name of registrant as specified in its charter)

Cayman Islands

001-43303

N/A

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

153

Central Avenue

C/O

Westfield,

07091

(Address

of principal executive offices)

(Zip

Code)

201-688-0364

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check

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

any of the following provisions:

☒ Written

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

☐ Soliciting

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

☐ Pre-commencement

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

☐ Pre-commencement

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

Securities

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

Title

of each class

Trading Symbol(s)

Name

of each exchange

which registered

Class A Ordinary Shares, par value $0.0001 per share

AMAN

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2

of the Securities Exchange Act of 1934.

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into A Material Definitive Agreement

October 25, 2026, Amanat Acquisition Corp, a Cayman Islands exempted company (“AMAN”), Cairo Merger

Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of AMAN (“Merger Sub”), Corxel

Pharmaceuticals, Inc., a Delaware corporation (“Corxel”), and Corxel Pharmaceuticals Limited, a Cayman

Islands exempted company and the sole stockholder of Corxel (“Parent”), entered into a Business

Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business

Combination Agreement”). The Business Combination Agreement and the transactions contemplated thereby (the

“Business Combination”) were unanimously approved by Corxel’s board of directors and approved by

AMAN’s board of directors. The Business Combination is expected to close in the first half of

2027, following the receipt of the requisite approvals of AMAN’s shareholders and Corxel’s sole stockholder and the

fulfillment of other customary closing conditions, including the expiration or termination of the applicable waiting period under

the HSR Act (as defined below).

Business

Combination Agreement

The

Domestication

The

Business Combination Agreement provides, among other things, that at least one business day prior to the closing of the transactions

contemplated by the Business Combination Agreement (the “Closing” and the date upon which the Closing

actually occurs, the “Closing Date”), AMAN will de-register from the Register of Companies in the Cayman

Islands and transfer by way of continuation from the Cayman Islands to 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

12 of the Companies Act (Revised) of the Cayman Islands (the “Domestication”). In connection with the

Domestication, (i) each outstanding Class A ordinary share of AMAN (each, an “AMAN Class A Share”), each

outstanding Class B ordinary share of AMAN and each outstanding preference share of AMAN that is issued and outstanding immediately

prior to the Domestication will be converted into one share of common stock, par value $0.0001 per share, of AMAN (the

“New Corxel Common Stock”), (ii) AMAN will file the New Corxel COI (as defined below) with the Secretary

of State of the State of Delaware and adopt the New Corxel Bylaws (each, as defined and described below) and (iii) AMAN’s name

will be changed to a mutually agreed upon name between AMAN, on the one hand, and Corxel and Parent, on the other hand (the

resulting post-Closing entity, “New Corxel”).

AMAN

Shareholder Redemptions

AMAN

will provide the holders of AMAN Class A Shares the right to have all or a portion of their AMAN Class A Shares redeemed for cash in

connection with the Business Combination, in accordance with AMAN’s governing documents, for a per-share price equal to the pro

rata portion of the funds then in AMAN’s trust account (including interest not previously released to pay taxes). Any such redemptions

will occur immediately prior to the consummation of the Domestication.

The

Merger

Subject

to the terms and conditions of the Business Combination Agreement, following the Domestication, Merger Sub will merge with and into Corxel,

with Corxel as the surviving company (the “Surviving Company”) in the merger (the “First Merger”).

Immediately following the First Merger, on the Closing Date and as part of the same overall transaction, the Surviving Company will merge

with and into a separate wholly-owned subsidiary of AMAN (“Merger Sub II”), with Merger Sub II surviving such

second merger (the “Second Merger” and together with the First Merger, the “Merger”)

as a wholly-owned subsidiary of AMAN. At the time the First Merger becomes effective (the “Effective Time”),

each share of Corxel common stock (collectively, “Corxel Shares”) issued and outstanding as of immediately

prior to the Effective Time will be automatically canceled and extinguished and converted into the right to receive a number of shares

of New Corxel Common Stock equal to an exchange ratio, which is based on an implied Corxel equity value of $200,000,000 (the “Exchange

Ratio”), provided that, at Parent’s election, all or a portion of such shares of New Corxel Common Stock may instead

be issued in the form of pre-funded warrants to purchase an equal number of shares of New Corxel Common Stock.

Each

option to purchase Parent Common Shares (as defined in the Business Combination Agreement) that is outstanding immediately prior to the Effective Time (each, a “Parent

Option”) will be treated as follows: (i) certain Parent Options identified in the Business Combination Agreement (each,

an “Applicable Parent Option”), whether vested or unvested, will cease to represent the right to purchase Parent Common

Shares and will be canceled in exchange for an option to purchase New Corxel Common Stock (each, a “Rollover Option”)

under the equity incentive plan to be adopted by AMAN in advance of the Closing (the “New Corxel Equity Incentive Plan”),

in an amount equal to the product (rounded down to the nearest whole number) of (x) the number of Parent Common Shares subject to such Applicable

Parent Option immediately prior to the Effective Time, multiplied by (y) the option exchange ratio set forth on the allocation schedule

(the “Option Exchange Ratio”), at an exercise price per share (rounded up to the nearest whole cent) equal

to the quotient of (A) the exercise price per share of such Applicable Parent Option immediately prior to the Effective Time, divided

by (B) the Option Exchange Ratio, with each Rollover Option generally remaining subject to the same terms and conditions (including applicable

vesting, expiration and forfeiture provisions) that applied to the corresponding Applicable Parent Option immediately prior to the Effective

Time; and (ii) each Parent Option that is not an Applicable Parent Option (each, an “Unassumed Parent Option”)

will not be assumed and instead will represent the right to receive a number of shares of New Corxel Common Stock (or,

if applicable, the cash equivalent thereof) equal to the product (rounded down to the nearest whole number) of (x) the number of Parent Common

Shares subject to such Unassumed Parent Option immediately prior to the Effective Time, multiplied by (y) the Option Exchange Ratio,

reflecting the net value of such option after giving effect to its exercise price, without any further payment of an exercise price by

the holder. Additionally, at the Effective Time, each EIP Share (as defined in the Business Combination Agreement) will be canceled in

exchange for the right to receive a number of shares of New Corxel Common Stock equal to the Exchange Ratio.

After

the Closing, Parent intends to distribute or dividend to its shareholders (whether pro rata or pursuant to one or more exchange or redemption

arrangements with one or more of its shareholders) all or any portion of the New Corxel Common Stock, pre-funded warrants and other consideration

received by Parent pursuant to the Business Combination Agreement (or the proceeds thereof), including in connection with the cash settlement

of any Unassumed Parent Options.

Representations

and Warranties; Covenants

The

Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto (the “Parties”)

that are customary for transactions of this type, including with respect to the operations of AMAN and Corxel prior to the Closing and

the preparation and filing of a registration statement on Form S-4 relating to the Business Combination containing a prospectus and proxy

statement of AMAN (the “Registration Statement / Proxy Statement”) with the Securities and Exchange Commission

(the “SEC”). The Parties have also undertaken to procure clearance under the Hart-Scott-Rodino Antitrust Improvements

Act of 1976, as amended (the “HSR Act”). In addition, the board of directors of AMAN has agreed to adopt the

New Corxel Incentive Plan and the New Corxel Employee Stock Purchase Plan (as defined and described below) prior to the effectiveness

of the Registration Statement / Proxy Statement, as described in the Business Combination Agreement.

Governance

AMAN

has agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the Closing,

the New Corxel board of directors will initially consist of a number of directors determined by Corxel, divided into three classes designated

Class I, II and III, which directors will include one or more independent designees determined by Corxel following consultation with

AMAN. If, following the final AMAN shareholder redemption, the amount then remaining in the trust account containing the proceeds of

AMAN’s initial public offering (after giving effect to the aggregate amount of all AMAN shareholder redemptions) is greater than

$25,000,000, AMAN will have a director on the New Corxel board of directors, which is intended to be Rakhi Kumar.

Conditions

to Closing

The

obligation of the Parties to consummate the Business Combination is subject to certain closing conditions, including, but not limited

to, (i) the expiration or termination of the applicable waiting period under the HSR Act and any agreement between a party with any governmental

entity not to consummate transactions contemplated by the Business Combination, (ii) no order or law or other legal restraint or prohibition

issued by any governmental entity enjoining, prohibiting or preventing the consummation of the Business Combination (including the Domestication

and the Merger) being in effect, (iii) the effectiveness of the Registration Statement / Proxy Statement, (iv) receipt of the written

consent of Parent, as the sole stockholder of Corxel (the “Corxel Stockholder Written Consent”),

and the requisite approval of AMAN’s shareholders, (v) the approval for listing of the New Corxel Common Stock on Nasdaq, (vi)

after giving effect to the Business Combination (including the PIPE Financing (as described below) and any AMAN shareholder redemptions),

AMAN having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange

Act of 1934, as amended) immediately after the Effective Time; and (vii) approval of the required transaction proposals by AMAN’s

shareholders.

The

obligation of AMAN to consummate the Business Combination is also subject to the fulfillment of other customary closing conditions, including,

but not limited to, (i) there having been no Company Material Adverse Effect (as defined in the Business Combination Agreement) since

the date of the Business Combination Agreement that is continuing, and (ii) Corxel having identified and publicly announced a Chief Executive

Officer and a board of directors of New Corxel, in each case to serve effective as of immediately following the Closing. During the pre-Closing period, Corxel may not hire a Chief Executive Officer without first reasonably consulting with AMAN, and Corxel

must consider in good faith any comments provided by AMAN in connection with that consultation.

The

obligation of Corxel to consummate the Business Combination is also subject to the fulfillment of other customary closing

conditions, including, but not limited to, (i) there having been no SPAC Material Adverse Effect (as defined in the Business

Combination Agreement) since the date of the Business Combination Agreement that is continuing, (ii) the aggregate cash proceeds

available for release from AMAN’s trust account (after giving effect to all AMAN shareholder redemptions), together with the

proceeds from the PIPE Financing (as described below) and aggregate amount of any additional cash and cash equivalents held at

closing by the Company not to exceed $75,000,000, equaling at least $200,000,000, (iii) the New Corxel board of directors consisting

of the number of directors, and being comprised of the individuals, determined in accordance with the governance provisions

described above, and (iv) the consummation of the Domestication at least one business day prior to the Closing Date.

Termination

The

Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the Closing, including, but

not limited to, (i) by mutual written consent of AMAN and Corxel, (ii) by AMAN if the representations and warranties of Corxel or Parent

are not true and correct or if Corxel or Parent fails to perform any pre-closing covenant or agreement set forth in the Business Combination

Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties

or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods,

(iii) by Corxel if the representations and warranties of any AMAN Party (as defined in the Business Combination Agreement) are not true

and correct or if any AMAN Party fails to perform any covenant or agreement set forth in the Business Combination Agreement such that

certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to

perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) by either

AMAN or Corxel if the Business Combination is not consummated by the applicable termination date set forth in the Business Combination

Agreement, subject to certain limited exceptions, (v) by either AMAN or Corxel if any governmental entity has issued a final and non-appealable

order or taken any other action permanently enjoining, restraining, materially delaying or otherwise prohibiting the Business Combination,

(vi) by either AMAN or Corxel if the AMAN shareholders meeting has been held and concluded and the requisite AMAN shareholder approval

was not obtained, (vii) by AMAN if Corxel has not delivered the Corxel Stockholder Written Consent within

two business days after the Registration Statement / Proxy Statement is declared effective, (viii) by Corxel or Parent, prior

to delivery of the Corxel Stockholder Written Consent, concurrently with entering into a permitted

alternative agreement in connection with a superior offer and payment of the related termination fee; and (ix) by AMAN, prior to delivery

of the Corxel Stockholder Written Consent, if the Corxel board of directors has made an adverse

recommendation change.

The

Business Combination Agreement also provides for the payment of certain termination fees in connection with specified terminations. If

the Business Combination Agreement is terminated by Corxel or Parent (prior to delivery of the Corxel

Stockholder Written Consent) concurrently with entering into a permitted alternative agreement in connection with a superior offer,

Corxel will pay AMAN the greater of $10,000,000 and 1% of the aggregate upfront consideration payable in such alternative transaction

(subject to a cap of $50,000,000) (the “Superior Offer Termination Fee”). If the Business Combination Agreement

is terminated by AMAN following an adverse recommendation change by the Corxel board of directors, Corxel will pay AMAN $10,000,000 (the

“Adverse Recommendation Termination Fee”). If the Business Combination Agreement is terminated by either AMAN

or Corxel because a governmental entity has issued a final and non-appealable order or taken any other action permanently enjoining,

restraining, materially delaying or otherwise prohibiting the transactions contemplated by the Business Combination Agreement, Corxel

will reimburse AMAN for its reasonable and documented third-party costs and expenses up to a maximum of $3,000,000 (the “Regulatory

Termination Fee” and, together with the Superior Offer Termination Fee and the Adverse Recommendation Termination Fee,

the “Termination Fees”). Payment of the applicable Termination Fee will, in the circumstances in which such

Termination Fee is owed, constitute the sole and exclusive remedy of AMAN, and in no event will Corxel be required to pay more than one

Termination Fee.

Other

than with respect to the Termination Fees set forth above, none of the Parties will have any liability or any further obligation under

the Business Combination Agreement upon the valid termination of the Business Combination Agreement other than customary confidentiality

obligations, except in the case of Willful Breach or Fraud (each as defined in the Business Combination Agreement).

The

foregoing description of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified

in its entirety by the terms and conditions of the Business Combination Agreement and any related agreements. The Business Combination

Agreement contains representations, warranties and covenants that the respective Parties made to each other as of the date of such agreement

or other dates specified therein. The assertions embodied in those representations, warranties and covenants were made for purposes of

allocating contractual risk between the respective Parties and are subject to important qualifications

and limitations agreed to by the Parties in connection with negotiating the Business Combination Agreement. Such assertions are not intended

to establish matters of fact or to provide any other factual information about AMAN, Corxel, or any other Party to the Business Combination

Agreement or any related agreement. In particular, the representations, warranties, covenants and agreements contained in the Business

Combination Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the

Parties, are subject to limitations agreed upon by the Parties (including being qualified by confidential disclosures made by

the Parties) and are subject to standards of materiality applicable to the Parties that may differ from those applicable to investors

and security holders. Investors and security holders are not third-party beneficiaries under the Business Combination Agreement and should

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

state of facts or condition of any Party to the Business Combination Agreement. Moreover, information concerning the subject matter of

the representations and warranties may change after the date of the Business Combination Agreement, which subsequent information may

or may not be fully reflected in AMAN’s public disclosures.

The

foregoing description of the Business Combination Agreement is qualified in its entirety by reference to the Business Combination Agreement

filed as Exhibit 2.1 to this Current Report on Form 8-K.

Agreements

The

Business Combination Agreement contemplates the execution of various additional agreements and instruments, including, among others,

the following:

Sponsor

Letter Agreement

Concurrently

with the execution of the Business Combination Agreement, AMAN, Amanat Sponsor Holdings LLC, a Delaware limited liability company (the

“Sponsor”) and Corxel entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”),

pursuant to which the Sponsor, as a holder of Class B ordinary shares has agreed to, among other things, (i) vote in favor of the Business

Combination Agreement and the Business Combination, (ii) waive any adjustment or any other anti-dilution or similar protection with respect

to the Class B ordinary shares in connection with the transactions contemplated by the Business Combination Agreement, (iii) be bound

by certain other covenants and agreements related to the Business Combination, and (iv) be bound by certain transfer restrictions with

respect to his, her or its shares in AMAN.

copy of the Sponsor Letter Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference,

and the foregoing description of the Sponsor Letter Agreement is qualified in its entirety by reference thereto.

PIPE

Financing (Private Placement)

Concurrently

with the execution of the Business Combination Agreement, on October 25, 2026, AMAN entered into subscription agreements (the

“Subscription Agreements”) with certain qualified institutional buyers, institutional accredited investors,

and other accredited investors, including, among others, certain existing stockholders of Parent (collectively, the “PIPE

Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and AMAN

agreed to issue and sell to the PIPE Investors, on the Closing Date, shares of New Corxel Common Stock (the “Subscribed Shares”)

and/or, in lieu thereof, pre-funded warrants to purchase shares of New Corxel Common Stock (the “PIPE Pre-Funded Warrants”),

in each case in the amounts set forth in the applicable Subscription Agreement and signature page thereto. The number of Subscribed Shares

is determined based on the applicable purchase price and the Redemption Price (as defined in AMAN's Amended and Restated Memorandum and

Articles of Association), reduced by the number of shares underlying any PIPE Pre-Funded Warrants elected by such PIPE Investor. The

foregoing subscriptions and purchases are for aggregate purchase commitments of $300 million, as adjusted for reduction mechanisms provided

therein (the “PIPE Financing”). Subject to specified conditions, the PIPE Investors may reduce their respective

subscription obligations on a one-for-one basis by acquiring and not redeeming Class A ordinary shares in the open market or in privately

negotiated transactions with third parties prior to the shareholder meeting, with a corresponding reduction in the Purchase Price based

on the Redemption Price (each as defined in the Subscription Agreements).

The

obligations of each party to consummate the PIPE Financing are conditioned upon, among other things, (i) the New Corxel Common Stock

(including the New Corxel Common Stock issuable to the PIPE Investors pursuant to the Subscription Agreements) having been approved for

listing on Nasdaq; (ii) all conditions precedent to the Closing shall have been satisfied or waived and such closing shall be scheduled

to occur substantially concurrently with or immediately following the PIPE closing; and (iii) the absence of specified adverse judgements,

orders, laws, rules or regulations enjoining or otherwise prohibiting the consummation of the Business Combination.

The

obligations of AMAN to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i)

material truth and accuracy of the representations and warranties of the PIPE Investors, subject to customary bringdown standards; and

(ii) material compliance by the PIPE Investors with their covenants, agreements and conditions under the Subscription Agreements.

The

obligations of the PIPE Investors to consummate the PIPE Financing are further subject to additional conditions, including, among other

things: (i) the Business Combination Agreement shall not have been amended, modified, or waived, in a manner that would reasonably be

expected to materially and adversely affect the economic benefits that a PIPE Investor (in its capacity as such) would reasonably expect

to receive under the Subscription Agreements without the prior written consent of such investor; (ii) the material truth and accuracy

of the representations and warranties of AMAN in the Subscription Agreements, subject to customary bringdown standards; (iii) no subscription

agreement, or other agreements or understandings (including side letters) entered into in connection with the sale of New Corxel Common

Stock under the Subscription Agreements, with any other PIPE Investors shall have been amended, modified, or waived in any manner that

benefits such other PIPE Investor unless all PIPE Investors have been offered substantially the same benefits (other than terms particular

to the legal or regulatory requirements of such other PIPE Investor or its affiliates or related persons); (iv) all specified consents,

waivers or other authorizations and notices, required to be made in connection with the issuance and sale of New Corxel Common Stock

under the Subscription Agreements shall have been obtained or made, except where failure to so obtain would not prevent AMAN from consummating

the transactions contemplated by the Subscription Agreements; (v) material compliance by AMAN with its covenants, agreements and conditions

under the Subscription Agreements; (vi) there has not occurred any Company Material Adverse Effect or SPAC Material Adverse Effect (each

as defined in the Business Combination Agreement) since the date of the Subscription Agreements that is continuing.

The

Subscription Agreements provide that AMAN will grant the Investors certain customary registration rights.

The

foregoing description of the Subscription Agreements and the PIPE Financing is subject to and qualified in its entirety by reference

to the full text of the form of Subscription Agreements, a copy of which is attached as Exhibit 10.2 hereto, and the terms of which are

incorporated herein by reference.

Support

Agreement

connection with the signing of the Business Combination Agreement, Parent entered into a Support Agreement (the “Support

Agreement”) with AMAN, pursuant to which Parent has agreed, among other things, (a) that it has received the requisite

authorization and approval from the holders of the requisite number of its issued and outstanding equity interests to enter into the

Support Agreement, the Business Combination Agreement and each ancillary agreement to which Corxel is a party and approve the Business

Combination, (b) as promptly as reasonably practicable (and in any event within two business days) following the date on which the Registration

Statement / Proxy Statement is declared effective, to duly execute and deliver to Corxel the Company Stockholder Written Consent, (c)

at any meeting of the stockholders of Corxel, however called, and in any action by written resolution of the stockholders of Corxel,

to vote (or cause to be voted) all of its Corxel Shares (i) in favor of the approval and adoption of the Business Combination Agreement,

the Merger and the other transactions contemplated by the Business Combination Agreement and (ii) against any Company Acquisition Proposal

(as defined in the Business Combination Agreement) or other matter intended or reasonably expected to prevent the satisfaction of any

closing condition or otherwise impede or delay the consummation of the Business Combination, and (d) appoint AMAN or any individual designated

by AMAN as Parent’s agent, attorney-in-fact and proxy, for purposes of complying with Parent’s obligations under the Support

Agreement, to vote (or consent with respect to) Parent’s Corxel Shares, or to attend on Parent’s behalf any meeting of the

stockholders of Corxel, in each case solely with respect to the matters described in clauses (b) and (c) above and only if Parent fails

to timely deliver such written consent or vote its Corxel Shares as required. The obligations under the Support Agreement automatically

terminate upon the earliest of (i) the Effective Time; (ii) the termination of the Business Combination Agreement in accordance with

its terms; and (iii) the mutual written agreement of AMAN and Parent.

The

foregoing description of the Support Agreement is subject to and qualified in its entirety by reference to the full text of the form

of Support Agreement, a copy of which is attached as Exhibit 10.3 hereto, and the terms of which are incorporated herein by reference.

Investor

Rights Agreement

or prior to the Closing, New Corxel, Sponsor, certain holders of membership interests in Sponsor and Parent will enter into an investor

rights agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, among other

things, New Corxel will agree that, within 45 calendar days following the Closing Date, New Corxel will file with the SEC (at New Corxel’s

sole cost and expense) a registration statement registering the resale of certain shares of New Corxel Common Stock and/or pre-funded

warrants (or New Corxel Common Stock issuable upon exercise of such pre-funded warrants) held by or issuable to the parties thereto (the

“Resale Registration Statement”), and New Corxel will use its commercially reasonable efforts to have the Resale

Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders will be entitled to

customary piggyback registration rights and demand registration rights, including underwritten and block-trade demands.

The

Investor Rights Agreement provides that Parent may distribute or otherwise transfer Registrable Securities (as defined therein) to its

shareholders pursuant to dividends, distributions, exchanges or redemptions and permits subsequent in-kind distributions by such recipients

to their own equityholders or other permitted transferees. Following any such distribution and receipt of the applicable selling securityholder

information, New Corxel will be required to supplement or amend the applicable resale registration statement or, if required, file a

new shelf registration statement to name the recipients as selling securityholders within ten business days. Such distributees will be

required to join the Investor Rights Agreement, and certain demand and other registration rights held by Parent will thereafter be exercisable

on behalf of all distributees by distributees holding a majority of the Registrable Securities so distributed, as determined at the time

of exercise.

The

Investor Rights Agreement amends and restates the registration rights agreement that was entered into by AMAN, the Sponsor and the AMAN

Existing Investors (as defined therein) in connection with AMAN’s initial public offering. The Investor Rights Agreement will terminate

on the earlier of (a) the five year anniversary of the date of the Investor Rights Agreement or (b) with respect to any holder party

thereto, on the date that such holder no longer holds any Registrable Securities.

The

foregoing description of the Investor Rights Agreement is subject to and qualified in its entirety by reference to the full text of the

form of Investor Rights Agreement, a copy of which is attached as Exhibit 10.4 hereto, and the terms of which are incorporated herein

by reference.

Lock-Up

Agreements

or prior to the Closing, the Sponsor and Parent will enter into lock-up agreements (the “Lock-Up Agreements”)

with New Corxel.

Pursuant

to the Lock-Up Agreements, the Sponsor and Parent will agree not to transfer (except for certain permitted transfers) any shares of New

Corxel Common Stock or pre-funded warrants (including shares issuable upon exercise thereof) held by such holder after the Domestication,

not including shares issued pursuant to the Subscription Agreements, until six months after the Closing Date. During such lock-up period,

in connection with the Distribution, Parent will be permitted to effect dividends, in-kind distributions, exchanges, redemptions or similar

transfers of its lock-up securities to its direct or indirect equityholders and other specified transferees, including in settlement

of options or other rights to acquire shares of Parent, and such recipients may make subsequent in-kind distributions or similar transfers

to their own direct or indirect equityholders or other permitted transferees. Each such transferee will be required to execute a joinder

to the Lock-Up Agreement and will remain subject to the applicable transfer restrictions for the remainder of the original lock-up period.

The

foregoing description of the Lock-Up Agreements is subject to and qualified in its entirety by reference to the full text of the form

of Lock-Up Agreement, a copy of which is included as Exhibit 10.5 to this Current Report.

BCA

Pre-Funded Warrants

Pursuant

to the Business Combination Agreement, a portion of the shares of New Corxel Common Stock otherwise issuable as Aggregate Transaction

Share Consideration (as defined in the Business Combination Agreement) may be issued in the form of pre-funded warrants (the “BCA

Pre-Funded Warrants”) to purchase an equal number of shares of New Corxel Common Stock. The shares underlying the BCA Pre-Funded

Warrants will count toward the Aggregate Transaction Share Consideration on a one-for-one basis.

The

BCA Pre-Funded Warrants will have an exercise price of $0.0001 per share, will be exercisable at any time on or after their original

issue date and will not expire until exercised in full. The BCA Pre-Funded Warrants may be exercised on a cashless basis in accordance

with their terms and will contain customary provisions providing for adjustments in the event of certain dividends, distributions, stock

splits, combinations, reclassifications and similar transactions. The BCA Pre-Funded Warrants will prohibit any exercise to the extent

that, immediately before or after giving effect to such exercise, the holder would beneficially own more than 9.99% of the outstanding

New Corxel Common Stock, or 4.99% if elected by the holder.

The

foregoing description of the BCA Pre-Funded Warrants is subject to and qualified in its entirety by reference to the full text of the

form of BCA Pre-Funded Warrant, a copy of which is included as Exhibit 10.6 to this Current Report.

New

Corxel Certificate of Incorporation and New Corxel Bylaws

Concurrently

with the Domestication, and prior to the Effective Time, AMAN will file a certificate of incorporation with the Secretary of State of

the State of Delaware (“New Corxel COI”) and will adopt bylaws (“New Corxel Bylaws”),

which together will govern the rights, privileges, and preferences of the holders of New Corxel securities after the Closing.

The

foregoing descriptions of the New Corxel COI and New Corxel Bylaws do not purport to be complete and are qualified in their entirety

by the terms and conditions of the forms of the New Corxel COI and New Corxel Bylaws, copies of which are included as Exhibit E and Exhibit

F, respectively, to the Business Combination Agreement (attached as Exhibit 2.1 hereto), and the terms of which are incorporated herein

by reference.

New

Corxel Equity Incentive Plan and New Corxel Employee Stock Purchase Plan

Prior

to the effectiveness of the Registration Statement / Proxy Statement, AMAN will approve and adopt, in each case subject to approval by

the AMAN shareholders, the New Corxel Equity Incentive Plan and an employee stock purchase plan (the “New Corxel Employee

Stock Purchase Plan”) to provide eligible service providers of New Corxel and certain affiliated companies with the opportunity

to purchase New Corxel Common Stock and/or acquire a proprietary interest in New Corxel. The New Corxel Equity Incentive Plan will provide

for equity incentive compensation grants to employees and consultants (including non-employee directors) in the form of stock options

(both non-qualified stock options and incentive stock options), stock appreciation rights, restricted stock, restricted stock units,

and other stock-based and cash-based awards. The New Corxel Employee Stock Purchase Plan will permit eligible employees to purchase New

Corxel Common Stock at a discount under (i) a component that is intended to be qualified under Section 423 of the Internal Revenue Code

of 1986, as amended (the “Code”), and (ii) a component that is not intended to be so qualified under Section

423 of the Code.

The

initial number of shares of New Corxel Common Stock reserved and available for issuance under the New Corxel Equity Incentive Plan will

equal a percentage, to be mutually agreed by AMAN and Corxel, of the

number of shares of New Corxel Common Stock issued and expected to be outstanding immediately

after the Effective Time (determined on a fully diluted basis after giving effect to the

PIPE Financing). Additionally, the number of shares of New Corxel Common Stock reserved and available

for issuance under the New Corxel Equity Incentive Plan will be automatically cumulatively increased on the first day of each fiscal

year beginning with the 2027 fiscal year by (i) a percentage,

to be mutually agreed by AMAN and Corxel, of the shares of New Corxel Common Stock outstanding

on the last day of the immediately preceding fiscal year, (determined on a fully diluted basis)

or (ii) such lesser number of shares as determined by the administrator of the New Corxel Equity Incentive Plan.

The

initial number of shares of New Corxel Common Stock reserved and available for issuance under the New Corxel Employee Stock Purchase

Plan will equal a percentage, to be mutually agreed by AMAN and Corxel, of the

number of shares of New Corxel Common Stock issued and expected to be outstanding immediately

after the Effective Time (determined on a fully diluted basis after giving effect to the

PIPE Financing). Additionally, on the first day of each

fiscal year beginning with the 2027 fiscal year and ending with the 2036 fiscal

year, the number of shares of New Corxel Common Stock reserved and available for issuance under the New Corxel Employee Stock

Purchase Plan will be cumulatively increased by (i) a percentage, to be mutually agreed by AMAN and Corxel,

of the shares of New Corxel Common Stock outstanding on

the last day of the immediately preceding fiscal year (determined

on a fully diluted basis) or (ii) such other amount as

determined by the administrator of the New Corxel Employee Stock Purchase Plan.

The

foregoing descriptions of the New Corxel Equity Incentive Plan and New Corxel Employee Stock Purchase Plan do not purport to be complete

and are qualified in their entirety by the terms and conditions of the forms of New Corxel Equity Incentive Plan and New Corxel Employee

Stock Purchase Plan, copies of which are included as Exhibit G and Exhibit H, respectively, to the Business Combination Agreement (attached

as Exhibit 2.1 hereto), and the terms of which are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The

disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of New Corxel Common Stock,

PIPE Pre-Funded Warrants, and New Corxel Common Stock issuable upon exercise of the PIPE Pre-Funded Warrants in connection with the

transactions contemplated by the Subscription Agreements is incorporated by reference herein. Such shares of New Corxel Common Stock, PIPE Pre-Funded Warrants, and New Corxel Common Stock issuable upon exercise of the PIPE Pre-Funded Warrants will

not be registered under the Securities Act in reliance on the exemption from registration provided in Section 4(a)(2) of the

Securities Act.

Item 7.01 Regulation FD Disclosure.

October 26, 2026, AMAN and Corxel issued a press release announcing the Business Combination. The press release is attached hereto

as Exhibit 99.1 and incorporated by reference herein.

Attached

as Exhibit 99.2 and incorporated by reference herein is an investor presentation, dated October 2026.

The

information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise

subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of AMAN under the

Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K

will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.

Additional

Information about the Proposed Business Combination and Where to Find It

The

proposed Business Combination will be submitted to shareholders of AMAN for their consideration. AMAN intends to file a registration

statement on Form S-4 with the SEC, which will include preliminary and definitive proxy statements to be distributed to AMAN’s

shareholders in connection with AMAN’s solicitations of proxies from AMAN’s shareholders with respect to the proposed business

combination and other matters to be described in the registration statement, as well as the prospectus relating to the offer of the securities

to be issued to the stockholders of Corxel and Parent in connection with the completion of the proposed Business Combination. After the

registration statement has been filed and declared effective, AMAN will mail a definitive proxy statement/prospectus and other relevant

documents relating to the proposed Business Combination and other matters to be described in the registration statement to Corxel and

Parent stockholders and AMAN shareholders as of a record date to be established for voting on the proposed Business Combination. Before

making any voting or investment decision, AMAN shareholders, Corxel and Parent stockholders, and other interested persons are urged to

read these documents and any amendments thereto, as well as any other relevant documents filed with the SEC by AMAN in connection with

the proposed Business Combination and other matters to be described in the registration statement, when they become available because

they will contain important information about AMAN, Corxel and the proposed Business Combination. Shareholders will also be able to obtain

free copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed by AMAN

with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov, or by directing a written request to

Amanat Acquisition Corp, 153 Central Avenue, C/O 56, Westfield, NJ 07091.

Forward-Looking

Statements

This

Current Report on Form 8-K includes forward-looking statements. Forward-looking statements generally are accompanied by words such

as “believe,” “may,” “will,” “estimate,” “continue,”

“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”

“predict,” “potential,” “seem,” “seek,” “future,” “outlook”

and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These

forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and

performance metrics and projections of market opportunity; expectations and timing related to the success, cost and timing of

product development activities, including the initiation, timing, progress and results of Corxel’s clinical trials for CX11

and CX12, including their respective development plans and strategies; the initiation, timing, progress and results of preclinical

studies and clinical trials for any future product candidates, including their respective product development plans and strategies;

the timing, scope and costs involved in obtaining and maintaining regulatory approval for CX11, CX12 and any future product

candidates that Corxel may identify or develop; expectations regarding future events under collaboration and licensing agreements,

including potential future payments, as well as Corxel’s plans and strategies for entering into further collaboration and

licensing agreements; expectations regarding any strategic transactions Corxel may enter into for its clinical programs; the

potential benefits and market opportunity for Corxel’s product candidates; expectations regarding the size, scope and design

of clinical trials; Corxel’s manufacturing, commercialization and marketing plans and strategies; Corxel’s plans to hire

additional personnel and Corxel’s ability to attract and retain such personnel; Corxel’s estimates of the number of

patients who suffer from the diseases it is targeting and potential growth in Corxel’s target markets; Corxel’s

expectations regarding the approval and use of its product candidates; Corxel’s competitive position and the development and

impact of competing therapies that are or may become available; the size and growth potential of the markets for Corxel’s

product candidates; Corxel’s ability to discover and develop additional product candidates and to advance such product

candidates into, and successfully complete, clinical trials; financing and other business milestones; the

expected timing of and ability of the parties to consummate the Business Combination, including satisfaction of the closing

conditions set forth in the Business Combination Agreement; potential benefits of the Business Combination; and expectations

relating to the Business Combination, including the use of proceeds of the PIPE Financing and Corxel’s expected cash runway.

These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current

expectations of Corxel’s and AMAN’s management and are not predictions of actual performance. These forward-looking

statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as

a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are

difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of

Corxel and AMAN. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to,

changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to

successfully or timely enter into definitive agreements with respect to the Business Combination or consummate the proposed Business

Combination, including the risk that any required regulatory approvals, filings, notices or other regulatory processes (including

in the United States, China and other applicable jurisdictions) are not obtained, are delayed or are subject to unanticipated

conditions (such as any SEC statements or enforcements or other actions relating to SPACs) that could adversely affect the combined

company or the expected benefits of the proposed Business Combination or the risk that the approval of the stockholders of AMAN or

Corxel is not obtained; failure to realize the anticipated benefits of the proposed Business Combination; matters discovered by AMAN

or Corxel as they complete their respective due diligence investigations of each other; risks related to the approval and regulatory

filing of Corxel’s product candidates, including CX11 and CX12, and the timing of expected regulatory and business milestones;

ability to negotiate definitive contractual arrangements with potential customers and partners; the impact of competitive products

and programs; ability to obtain sufficient supply of materials; ability to obtain additional financing; ability to attract and

retain qualified personnel; global economic and political conditions; legal and regulatory changes; the outcome of any legal

proceedings that may be instituted against AMAN or Corxel related to the proposed Business Combination; the effects of competition

on Corxel’s future business; the amount of redemption requests made by AMAN’s public shareholders; and those factors

discussed in documents AMAN has filed or will file with the SEC, together with the risks described in the document entitled

“Risk Factors” that has been made available to interested parties concurrent with this Current Report on Form 8-K and

also set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking

Statements” in AMAN’s prospectus dated May 18, 2026 relating to its initial public offering, and in those documents that

AMAN has filed, or will file, with the SEC.

any of these risks materialize or AMAN’s or Corxel’s assumptions prove incorrect, actual results could differ materially

from the results implied by these forward-looking statements. There may be additional risks that neither AMAN nor Corxel presently know

or that AMAN and Corxel currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking

statements. In addition, forward-looking statements reflect AMAN’s and Corxel’s expectations, plans, or forecasts of future

events and views as of the date of this Current Report on Form 8-K and are qualified in their entirety by reference to the cautionary

statements herein. AMAN and Corxel anticipate that subsequent events and developments will cause AMAN’s and Corxel’s assessments

to change. These forward-looking statements should not be relied upon as representing AMAN’s and Corxel’s assessments as

of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking

statements. Neither AMAN, Corxel nor any of their respective affiliates undertake any obligation to update these forward-looking statements,

except as required by law.

Participants

in the Solicitation

AMAN,

Corxel, and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from AMAN’s

shareholders with respect to the proposed Business Combination and the other matters set forth in the registration statement. Information

regarding AMAN’s directors and executive officers, and a description of their interests in AMAN is contained in AMAN’s prospectus

dated May 18, 2026 relating to its initial public offering, which was filed with the SEC and is available free of charge at the SEC’s

website located at www.sec.gov, or by directing a request to Amanat Acquisition Corp, 153 Central Avenue, C/O 56, Westfield, NJ 07091.

Additional information regarding the interests of such participants in the proxy solicitation and a description of their direct and indirect

interests, will be contained in the proxy statement/prospectus relating to the proposed Business Combination when it becomes available.

Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available

before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.

This

Current Report on Form 8-K is not a substitute for the registration statement or for any other document that AMAN and Corxel may file

with the SEC in connection with the proposed Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED

WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and

security holders may obtain free copies of other documents filed with the SEC by AMAN, without charge, at the SEC’s website located

at www.sec.gov.

Offer or Solicitation

This

Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase,

any securities, in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the

proposed Business Combination or any related transactions, nor shall there be any sale of securities in any states or jurisdictions in

which such offer, solicitation or sale would be unlawful. This Current Report on Form 8-K is not, and under no circumstances is to be

construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other

jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities

Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY

OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE

INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

2.1†*

Business Combination Agreement, dated as of October 25, 2026, by and among Amanat Acquisition Corp, Cairo Merger Sub, Inc., Corxel Pharmaceuticals Limited and Corxel Pharmaceuticals, Inc.

10.1*

Sponsor Letter Agreement, dated as of October 25, 2026, by and among Amanat Sponsor Holdings LLC, Amanat Acquisition Corp and Corxel Pharmaceuticals, Inc.

10.2

Form of Subscription Agreement.

10.3*

Form of Support Agreement.

10.4

Form of Investor Rights Agreement.

10.5

Form of Lock-Up Agreement.

10.6

Form of Pre-Funded Warrant.

99.1

Press Release, dated October 26, 2026.

99.2

Investor Presentation, dated October 2026.

104

Cover

Page Interactive Data File, formatted in Inline XBRL

† Certain

of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees

to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

* Certain

portions of these exhibits have been redacted pursuant to Item 601(b)(2)(ii) or 601(b)(10)(iv) of Regulation S-K. The Registrant hereby

agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon request.

SIGNATURE

Pursuant

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

the undersigned hereunto duly authorized.

Dated:

October 26, 2026

AMANAT

ACQUISITION CORP

By:

/s/

Nicholas Fernandez

Name:

Nicholas

Fernandez

Title:

Chief

Financial Officer

EX-2.1 — BUSINESS COMBINATION AGREEMENT, DATED AS OF OCTOBER 25, 2026, BY AND AMONG AMANAT ACQUISITION CORP, CAIRO MERGER SUB, INC., CORXEL PHARMACEUTICALS LIMITED AND CORXEL PHARMACEUTICALS, INC

EX-2.1

Filename: ea030895401ex2-1.htm · Sequence: 2

Exhibit

2.1

CONFIDENTIAL

BUSINESS

COMBINATION AGREEMENT

AND AMONG

AMANAT

ACQUISITION CORP.,

CAIRO

MERGER SUB, INC.,

CORXEL

PHARMACEUTICALS, INC.,

AND

CORXEL

PHARMACEUTICALS LIMITED

DATED

AS OF OCTOBER 25, 2026

TABLE

OF CONTENTS

Page

Article

CERTAIN

DEFINITIONS

1.1

Definitions

Article

MERGER

2.1

Closing

Transactions

2.2

Closing

of the Transactions Contemplated by this Agreement

2.3

Allocation

Schedule

2.4

Treatment

of Parent Options

2.5

Deliverables.

2.6

Withholding

Article

REPRESENTATIONS

AND WARRANTIES RELATING TO THE COMPANY

3.1

Organization

and Qualification

3.2

Capitalization.

3.3

Authority

3.4

Financial

Statements; Undisclosed Liabilities

3.5

Consents

and Requisite Governmental Approvals; No Violations

3.6

Permits

3.7

Material

Contracts

3.8

Absence

of Changes

3.9

Litigation

3.10

Compliance

with Applicable Law

3.11

Employee

Plans

3.12

Environmental

Matters

3.13

Intellectual

Property

3.14

Labor

Matters

3.15

Insurance

3.16

Tax

Matters

3.17

Brokers

3.18

Real

Property

3.19

Transactions

with Affiliates

3.20

Title

to and Sufficiency of Assets.

3.21

Data

Privacy and Security

3.22

Compliance

with International Trade & Anti-Corruption Laws

3.23

Not

a Covered Outbound Investment

3.24

TID

U.S. Business

3.25

Data

Security Program

3.26

Information

Supplied

3.27

Regulatory

Compliance

3.28

Investigation;

No Other Representations

3.29

EXCLUSIVITY

OF REPRESENTATIONS AND WARRANTIES

Article

REPRESENTATIONS

AND WARRANTIES RELATING TO THE SPAC PARTIES

4.1

Organization

and Qualification

4.2

Authority

4.3

Consents

and Requisite Governmental Approvals; No Violations

4.4

Brokers

4.5

Information

Supplied

4.6

Capitalization

of the SPAC Parties

4.7

SEC

Filings

4.8

Trust

Account

4.9

Transactions

with Affiliates

-i-

TABLE OF CONTENTS

(continued)

Page

4.10

Litigation

4.11

Compliance

with Applicable Law

4.12

Business

Activities

4.13

Internal

Controls; Listing; Financial Statements

4.14

Undisclosed Liabilities

4.15

Tax

Matters

4.16

Investigation;

No Other Representations

4.17

Compliance

with International Trade & Anti-Corruption Laws

4.18

Not

a Covered Outbound Investment

4.19

TID

U.S. Business

4.20

Not

a Covered Person

4.21

Fairness

Opinion

4.22

Regulatory

Compliance

4.23

EXCLUSIVITY

OF REPRESENTATIONS AND WARRANTIES

Article

COVENANTS

5.1

Conduct

of Business of the Company

5.2

Efforts

to Consummate; Litigation

5.3

Confidentiality

and Access to Information

5.4

Public

Announcements

5.5

Tax

Matters

5.6

Exclusive

Dealing

5.7

Preparation

of Registration Statement / Proxy Statement

5.8

SPAC

Shareholder Approval

5.9

Merger

Sub Shareholder Approval

5.10

Conduct

of Business of SPAC

5.11

Nasdaq

Listing

5.12

Trust

Account

5.13

Company

Stockholder Approval; Company Board Approval

5.14

SPAC

Indemnification; Directors’ and Officers’ Insurance

5.15

Company

Indemnification; Directors’ and Officers’ Insurance

5.16

Post-Closing

Directors and Officers

5.17

Required

Company Financial Statements

5.18

Key

Employees; SPAC Incentive Equity Plan; SPAC Employee Stock Purchase Plan

5.19

Wrong

Pockets

5.20

FIRPTA

Certificates

5.21

Investor

Rights Agreements

5.22

Assignment

and Assumption of Underwriter Indemnification Obligations

Article

CONDITIONS

TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT

6.1

Conditions

to the Obligations of the Parties

6.2

Other

Conditions to the Obligations of the SPAC Parties

6.3

Other

Conditions to the Obligations of the Company

6.4

Frustration

of Closing Conditions

Article

TERMINATION

7.1

Termination

7.2

Effect

of Termination

7.3

Termination

Fee

-ii-

TABLE OF CONTENTS

(continued)

Page

Article

MISCELLANEOUS

8.1

Non-Survival

8.2

Entire

Agreement; Assignment

8.3

Amendment

8.4

Notices

8.5

Governing

Law

8.6

Fees

and Expenses

8.7

Construction;

Interpretation

8.8

Exhibits

and Schedules

8.9

Parties

in Interest

8.10

Severability

8.11

Counterparts;

Electronic Signatures

8.12

Knowledge

of Company and/or Parent; Knowledge of SPAC

8.13

Recourse

8.14

Extension;

Waiver

8.15

Waiver

of Jury Trial

8.16

Submission

to Jurisdiction

8.17

Remedies

8.18

Trust

Account Waiver

8.19

Legal

Representation; Privilege

8.20

Distribution

ANNEXES

AND EXHIBITS

Annex A

PIPE Investors

Annex B

Required Governing Documents Proposals

Annex C

Directors and Officers of the Surviving Company

Exhibit A

Form of Sponsor Letter Agreement

Exhibit B

Form of Investor Subscription Agreement

Exhibit C

Form of Investor Rights Agreement

Exhibit D

Form of Lock-Up Agreement

Exhibit E

Form of SPAC Certificate of Incorporation

Exhibit F

Form of SPAC Bylaws

Exhibit G

Form of SPAC Incentive Equity Plan

Exhibit H

Form of SPAC Employee Stock Purchase Plan

Exhibit I

Form of Support Agreement

Exhibit J

Form of Pre-Funded Warrant

-iii-

BUSINESS

COMBINATION AGREEMENT

This

Business Combination Agreement (this “Agreement”), dated

as of October 25, 2026, is made by and among Amanat Acquisition Corp, a Cayman Islands exempted company (“SPAC”),

Cairo Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of SPAC (“Merger Sub”),

Corxel Pharmaceuticals Limited, a Cayman Islands exempted company and the sole stockholder of the Company (“Parent”)

and Corxel Pharmaceuticals, Inc., a Delaware corporation (the “Company”). SPAC, Merger Sub, Parent and the

Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used

but not otherwise defined herein have the meanings set forth in Section 1.1.

Recitals

A. SPAC

is a blank check company incorporated as a Cayman Islands exempted company on January 13,

2026, and incorporated for the purpose of effecting a merger, share exchange, asset

acquisition, share purchase, reorganization or similar business combination with one or more

businesses or entities.

B. At

least one (1) Business Day prior to the Closing Date, SPAC shall deregister from the Register

of Companies in the Cayman Islands and transfer by way of continuation from the Cayman Islands

to 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 12 of the Companies Act (Revised) of the Cayman Islands (the “Domestication”),

on the terms and subject to the conditions set forth in this Agreement.

C. Amanat

Sponsor Holdings LLC, a Delaware limited liability company (the “Sponsor”)

owns all of the SPAC Class B Shares issued and outstanding as of the date of this Agreement.

D. Prior

to the Domestication, Sponsor, as the sole holder of the then outstanding SPAC Class B Shares,

shall cause to be converted, each then issued and outstanding SPAC Class B Share, on a one-for-one

basis, into a SPAC Class A Share (the “Class B Share Conversion”),

and following the Class B Share Conversion, in connection with the Domestication, each then

issued and outstanding SPAC Class A Share shall convert automatically, on a one-for-one basis,

into a SPAC Share.

E. Pursuant

to the Governing Documents of SPAC, SPAC is required to provide an opportunity for its shareholders

to have their outstanding SPAC Class A Shares redeemed on the terms and subject to the conditions

set forth therein in connection with obtaining the SPAC Shareholder Approval, which such

redemption shall occur prior to the Domestication.

F. Concurrently

with the execution of this Agreement, the Sponsor, SPAC and the Company are entering into

the sponsor letter agreement, in substantially the form attached hereto as Exhibit A

(the “Sponsor Letter Agreement”), pursuant to which, among other

things, the Sponsor agreed to (a) vote in favor of the Transaction Proposals and (b) waive

any adjustment to the conversion ratio set forth in the Governing Documents of SPAC or any

other anti-dilution or similar protection with respect to the SPAC Class B Shares (whether

resulting from the transactions contemplated by the Investor Subscription Agreements or otherwise),

in each case, on the terms and subject to the conditions set forth in the Sponsor Letter

Agreement.

G. On

the Closing Date, following the Domestication, the Parties intend to effect the merger

of the Merger Sub with and into the Company, with the Company continuing as the surviving

corporation (the “Merger”), as a result of which all of the issued

and outstanding capital stock of the Company as of immediately prior to the Effective

Time shall no longer be outstanding and shall automatically be canceled and retired and shall

cease to exist, and any such shares shall thereafter represent the right to receive the applicable

consideration set forth in this Agreement, all upon the terms and subject to the conditions

set forth herein and in accordance with the applicable provisions of the DGCL. Immediately

after the Merger, the Company shall merge with and into a separate subsidiary of SPAC (“Merger

Sub II”) with Merger Sub II surviving such second merger (the “Second

Merger”).

H. Concurrently

with the execution of this Agreement, each of the investors set forth on Annex A (collectively,

the “PIPE Investors”) is entering into a subscription agreement

with SPAC substantially in the form attached hereto as Exhibit B (collectively, the

“Investor Subscription Agreements”), pursuant to which, among other

things, each PIPE Investor has agreed to subscribe for and purchase on the Closing Date immediately

following the Closing, and SPAC has agreed to issue and sell to each such PIPE Investor on

the Closing Date immediately following the Closing, the number of SPAC Shares set forth in

the applicable Investor Subscription Agreement in exchange for the purchase price set forth

therein (the aggregate purchase price under all Investor Subscription Agreements, collectively,

the “PIPE Financing Amount”, and the equity financing under

all Investor Subscription Agreements, collectively, hereinafter referred to as, the “PIPE

Financing”), on the terms and subject to the conditions set forth in the applicable

Investor Subscription Agreement.

I. At

the Closing, Parent and SPAC will enter into an investor rights agreement, in the form attached hereto as Exhibit C (the “Investor Rights Agreement”),

pursuant to which, among other things, the parties will be granted certain registration rights

with respect to their respective SPAC Shares, on the terms and subject to the conditions

therein.

J. At

the Closing, (i) the Sponsor and SPAC and (ii) Parent and SPAC will enter into a lock-up agreement, in the form attached hereto as Exhibit

D (each a “Lock-Up Agreement”), pursuant to which, among other things, such Persons will agree not to effect

any sale or distribution of any Equity Securities of SPAC held by any of them during the lock-up period described therein, subject to

customary exceptions, including the right of the sole shareholder of the Company to effect the Distribution (as defined herein) provided

that the recipients of securities in any such Distribution enter into written agreements agreeing to be bound by the terms of the Lock-Up

Agreement, which shall be expressly permitted thereunder.

K. Concurrently

with the execution of this Agreement, Parent and SPAC are entering into a support agreement,

substantially in the form attached hereto as Exhibit I (the “Support Agreement”),

pursuant to which, among other things, Parent agreed to provide the Company Stockholder Written

Consent in accordance with Section 5.13 to, among other things, adopt this Agreement

and approve the Merger and the other transactions contemplated hereby.

L. The

holders of the requisite number of issued and outstanding equity interests of Parent (the

“Requisite Holders”) have duly authorized and approved the execution,

delivery and performance by Parent of this Agreement and the consummation by Parent of the

transactions contemplated hereby and thereby, in each case, in accordance with applicable

Cayman Islands Law and Parent’s Governing Documents.

M. The

sole director of the Company (the “Company Board”) has (i) determined

that the entry into this Agreement and the other Ancillary Documents to which the Company

is a party, and the consummation of the transactions contemplated hereby and thereby, including

the Merger, are advisable and fair to, and in the best interest of, the Company and Parent,

(ii) approved the execution and delivery of this Agreement, such other Ancillary Documents

to which it is a party and the consummation of the transactions contemplated hereby and thereby,

including the Merger and (iii) subject to the terms and conditions of this Agreement, recommended

that Parent, as the sole stockholder of the Company, adopt this Agreement and approve the

Merger and the other transactions contemplated hereby.

N. The

board of directors of Parent (the “Parent Board”) has (i) determined that it is in the best interests of Parent and the shareholders of Parent,

and declared it advisable, to enter into this Agreement and other Ancillary Documents to

which it is a party, (ii) approved the execution and delivery of this Agreement and the other

Ancillary Documents to which it is a party and the transactions contemplated hereby and (iii)

subject to the terms and conditions of this Agreement, recommended that the shareholders

of Parent adopt this Agreement and approve the Merger and the other transactions contemplated

hereby.

O. The

board of directors of SPAC (the “SPAC Board”) has (a)

determined that it is in the best interests of SPAC and the shareholders of SPAC, and declared

it advisable, to enter into this Agreement and other Ancillary Documents to which it is a

party, (b) approved the execution and delivery of this Agreement and the other Ancillary

Documents to which it is a party and the transactions contemplated hereby, and (c) adopted

a resolution recommending the Transaction Proposals be approved and adopted by the shareholders

of SPAC.

P. The

board of directors of Merger Sub has approved this Agreement, such other Ancillary Documents

to which Merger Sub is or will be a party and the transactions contemplated hereby and thereby

(including the Merger).

Q. SPAC,

as the sole shareholder of Merger Sub, will as promptly as reasonably practicable (and in

any event within one (1) Business Day) following the date of this Agreement, approve this

Agreement, such other Ancillary Documents to which Merger Sub is or will be a party and the

transactions contemplated hereby and thereby (including the Merger and the Second Merger).

R. Each

of the Parties intends for U.S. federal income tax purposes that (a) this Agreement constitute

a “plan of reorganization” within the meaning of Section 368 of the Code and

Treasury Regulations promulgated thereunder, (b) the Domestication constitute a transaction

treated as a “reorganization” within the meaning of Section 368(a)(1)(F) of the

Code, and (c) the Merger and the Second Merger shall be treated as an integrated transaction

that qualifies as a “reorganization” within the meaning of Section 368 of the

Code (clauses (a)-(c), the “Intended Tax Treatment”).

S. To

the extent provided in Section 5.5(e), Parent will make the Parent Classification

Election.

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

CERTAIN DEFINITIONS

1.1

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below.

“Additional SPAC

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

“Additional Cash

Contribution” means the aggregate amount of cash contributed by Parent to the Company following the date of this Agreement

and prior to the Closing Date; provided that the aggregate amount of the Additional Cash Contribution shall not exceed $75,000,000

without the prior written consent of SPAC.

“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. With

respect to SPAC prior to the Closing, its “Affiliate” shall include the Sponsor. With respect to the Company prior to the

Closing, its “Affiliate” shall include Parent.

“Aggregate Closing

PIPE Proceeds” means the aggregate cash proceeds actually received by SPAC in respect of the PIPE Financing (whether prior

to or on the Closing Date).

“Aggregate Transaction

Share Consideration” means an aggregate number of SPAC Shares equal to (a) the Equity Value, divided by (b) the SPAC Share

Value; provided, that, a portion of the Aggregate Transaction Share Consideration may be issuable in the form of Pre-Funded Warrants as

set forth in the Allocation Schedule.

“Aggregate Transaction

Proceeds” means an amount equal to the sum of (a) the aggregate cash proceeds available for release to SPAC from the Trust

Account in connection with the transactions contemplated hereby (after, for the avoidance of doubt, giving effect to all of the SPAC

Shareholder Redemptions) plus (b) the Aggregate Closing PIPE Proceeds plus (c) the aggregate amount of any free cash and

cash equivalents held by the Company as of immediately prior to the Closing, not to exceed the amount of the Additional Cash Contribution.

“Agreement”

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

“Allocation Schedule”

has the meaning set forth in Section 2.3.

“Ancillary Documents”

means the Investor Rights Agreement, Sponsor Letter Agreement, the Investor Subscription Agreements, the Lock-Up Agreement, the Support

Agreement and each other agreement, document, instrument and/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 of 1977 (FCPA), (b) the UK Bribery Act 2010 and (c)

any other applicable anti-bribery or anti-corruption Laws related to combating bribery, corruption and money laundering.

“Antitrust and

Foreign Investment Laws” means, collectively, the Sherman Antitrust Act of 1890, the Clayton Antitrust Act of 1914, the

HSR Act, the Federal Trade Commission Act of 1914 and all other Laws that are designed or intended to prohibit, restrict or regulate actions

having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or the creation

or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the Merger and all Laws and

Orders relating to foreign investment or national security matters.

“Applicable Parent

Options” means the Parent Options set forth on Schedule 2.4.

“Business”

means the business of the Company as conducted as of the date hereof or as of the Closing, including the research, testing, clinical and

nonclinical development and manufacture of (a) the CX11 program, comprising the lead compound known as CX11, an oral small molecule GLP-1

RA, and other backup compounds, and any pharmaceutical product containing CX11 or any of the other backup compounds, (b) the CX12 program,

comprising the lead compound known as CX12, an oral small molecule amylin RA, and other backup compounds, and any pharmaceutical product

containing CX12 or any of the other backup compounds, (c) the JX09 program, comprising the lead compound known as JX09, a highly selective

aldosterone synthase inhibitor, and other backup compounds, and any pharmaceutical product containing JX09 or any of the other backup

compounds, and (d) the CX15 program, comprising the potential lead compound known as CX15, a small molecule compound, and other backup

compounds, and any pharmaceutical product containing CX15 or any of the other backup compounds. For the avoidance of doubt, backup compounds

of the “Business” shall include (i) any pharmaceutical compounds covered by the patents or patent applications set forth on

Section 3.13 of the Company Disclosure Schedules of the corresponding program listed therein, and (ii) any pharmaceutical compounds derived

from the same chemical scaffold of the lead compound of the corresponding program. For the avoidance of doubt, “Business”

shall not include the pharmaceutical compound known as JX10 or any other compound held by Corxel HK as of the date hereof or as of the

Closing.

“Business Asset”

has the meaning set forth in Section 5.19(a).

“Business Combination

Proposal” has the meaning set forth in Section 5.8.

“Business Day”

means a day, other than Saturday or Sunday, on which commercial banks in New York, New York, Berkeley Heights, New Jersey and George Town,

Cayman Islands are open for the general transaction of business.

“Certificate of

Merger” has the meaning set forth in Section 2.1(b)(ii).

“Certificates”

has the meaning set forth in Section 2.1(b)(viii).

“Change of Control

Payment” means (a) any success, change of control, retention, transaction bonus or other similar payment or amount to any

Person solely as a result of this Agreement, any Ancillary Document or the transactions contemplated hereby or thereby 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 (in the case of this clause (b), regardless of whether paid

or payable prior to, at or after the Closing or in connection with or otherwise related to this Agreement or any Ancillary Document or

one or more circumstances, matters, transactions or events unrelated to this Agreement or the Ancillary Documents); provided, that “Change

of Control Payment” shall not include any severance, redundancy or similar termination payment or benefit payable to any current

or former employee or individual service provider of the Company pursuant to applicable Law or the terms of an Employee Benefit Plan and

that is payable as a result of the termination of such individual’s employment or service.

“Change in Recommendation”

has the meaning set forth in Section 5.8(b).

“Change in Recommendation

Notice” has the meaning set forth in Section 5.8(b).

“Change in Recommendation

Notice Period” has the meaning set forth in Section 5.8(b).

“Class B Share

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

“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).

“COBRA”

means Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code and any similar state Law.

“Code”

means the U.S. Internal Revenue Code of 1986.

“Company”

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

“Company Acquisition

Proposal” means any indication of interest, inquiry, proposal or offer concerning any transaction or series of related

transactions under which any Person(s), directly or indirectly (whether in a single transaction or a series of related transactions),

(a)(i) acquires 20% or more of the consolidated assets of the Company (ii) would issue (1) 20% or more of any class of the Equity Securities

of the Company or (2) any Equity Securities of the Company representing, directly or indirectly, 20% or more of the consolidated assets

of the Company, (b) acquires or otherwise purchases 20% or more of the assets of the Company (in the case of each of clause (a) and (b),

whether by merger, consolidation, liquidation, dissolution, recapitalization, reorganization, amalgamation, scheme of arrangement, purchase

of assets, share exchange, business combination, purchase or issuance of Equity Securities, tender offer or otherwise (in each case,

excluding any internal reorganizations or restructurings involving the Company’s Affiliates) or (c) any partnership or license pursuant

to an arms’ length transaction involving the material assets of the Company (including with respect to any Intellectual Property

relating to the Business), other than any partnership or license pursuant to an agreement entered into in compliance with Section 5.1(b)(xix).

Notwithstanding the foregoing or anything to the contrary herein, none of this Agreement, the Ancillary Documents or the transactions

contemplated hereby or thereby, including the Additional Cash Contribution, shall constitute a Company Acquisition Proposal.

“Company Board”

has the meaning set forth in the recitals to this Agreement.

“Company Board

Adverse Recommendation Change” has the meaning set forth in Section 5.13(c).

“Company Board

Recommendation” has the meaning set forth in Section 5.13(c).

“Company Certificate

of Incorporation” means the Certificate of Incorporation the Company filed on September 2, 2020, as amended on October 2,

2024.

“Company Common

Shares” means shares of common stock, par value $0.001 per share, of the Company designated as “Common Stock”

pursuant to the Company Certificate of Incorporation.

“Company D&O

Persons” has the meaning set forth in Section 5.15(a).

“Company Designees”

has the meaning set forth in Section 5.16(c).

“Company Determination

Notice” has the meaning set forth in Section 5.13(d)(i).

“Company Disclosure

Schedules” means the disclosure schedules to this Agreement delivered to SPAC by the Company on the date 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 and payable, by the Company in connection with, or as a result of, 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 the Company, (b) any

other fees, expenses, commissions or other amounts that are expressly allocated to the Company pursuant to this Agreement or any Ancillary

Document (including fifty percent (50%) of (i) the HSR Act filing fee for the Merger, (ii) the aggregate fees paid to the SEC

in connection with filing the Registration Statement and any amendments and supplements thereto, with the SEC, (iii) the aggregate

fees and expenses in connection with the printing, mailing and distribution of the Proxy Statement and any amendments and supplements

thereto, (iv) Transfer Taxes in accordance with Section 5.5(d)), (c) all fees, costs and expenses incurred in connection with obtaining

the D&O Tail Policy and (d) fifty percent (50%) of all fees and expenses incurred in connection with obtaining Nasdaq’s approval

of the initial listing application, satisfying all applicable initial and continuing listing requirements of Nasdaq (including any amounts

paid to consultants, advisors and other agents in connection therewith), and the approval for listing of the shares of SPAC Shares to

be issued in connection with this Agreement (including the Merger and the PIPE Financing). Notwithstanding the foregoing or anything to

the contrary herein, Company Expenses shall not include any SPAC Expenses.

“Company Fundamental

Representations” means the representations and warranties set forth in Section 3.1(a) and Section 3.1(c) (Organization

and Qualification), Section 3.2(a) (Capitalization of the Company), Section 3.3 (Authority) and Section 3.17

(Brokers).

“Company Indemnity

Agreement” has the meaning set forth in Section 5.15(a).

“Company IT Systems”

means all computer systems, computer software and hardware, communication systems, servers, network equipment and related documentation,

in each case, owned, licensed or leased by the Company.

“Company Licensed

Intellectual Property” means Intellectual Property Rights owned by any Person that is exclusively licensed to the Company.

“Company Licensed

Registered Intellectual Property” means all Registered Intellectual Property that is exclusively licensed to the 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 Company, or (b) the ability of the Company to consummate the Merger

in accordance with the terms of this Agreement; provided, however, that, in the case of clause (a), none of the following

shall be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur:

any adverse change, event, effect or occurrence arising after the date of this Agreement from or related to (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

in any applicable Laws or the interpretation or enforcement thereof by any Governmental Entity, (v) any change, event, effect or

occurrence that is generally applicable to the industries or markets in which the Company operates, (vi) the execution or public announcement

of this Agreement or the pendency or consummation of the transactions contemplated by this Agreement, including the impact thereof on

the relationships, contractual or otherwise, of the Company with lenders, suppliers, vendors, partners, licensors, licensees, payors or

other third parties related thereto, (vii) any failure by the Company to meet, or changes to, any internal or published budgets, projections,

forecasts, estimates or predictions (although the underlying facts and circumstances resulting in such failure may be taken into account

to the extent not otherwise excluded from this definition pursuant to clauses (i) through (vi) or (viii)), or (viii) 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 escalation of the foregoing, (ix) any changes in GAAP or other

applicable accounting standards or the interpretation thereof, or (x) any litigation arising from or relating to this Agreement or the

transactions contemplated hereby; provided, however, that any change, event, effect or occurrence resulting from a

matter described in any of the foregoing clauses (i) through (v), (viii) or (ix) 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 had or would reasonably be expected to have a disproportionate adverse effect on the Company, taken as a whole, relative to other

participants operating in the industries or markets in which the Company operates.

“Company Non-Party

Affiliates” means, collectively, each Company Related Party and each of the former, current or future Affiliates,

Representatives, successors or permitted assigns of any Company Related Party (other than, for the avoidance of doubt, the Company).

“Company Notice

Period” has the meaning set forth in Section 5.13(d)(i).

“Company Owned

Intellectual Property” means all Intellectual Property Rights that are owned or purported to be owned by the Company.

“Company Product”

means any of the pharmaceutical compounds of the CX11 program, CX12 program, JX09 program, or CX15 program, including the pharmaceutical

compounds known as CX11, CX12, JX09 or CX15, and any pharmaceutical product containing any of the pharmaceutical compounds, in each case,

which, as of the date hereof and as of the Closing, is being researched, tested, developed or manufactured by or on behalf of the Company;

provided, for the avoidance of doubt, that “Company Product” shall not include the pharmaceutical compound known as JX10 or

any other compound held by Corxel HK as of the date hereof or as of the Closing.

“Company Registered

Intellectual Property” means all Registered Intellectual Property owned or purported to be owned by, or filed in the

name of the Company.

“Company Related

Party” has the meaning set forth in Section 3.19.

“Company Related

Party Transactions” has the meaning set forth in Section 3.19.

“Company Stockholder

Written Consent” has the meaning set forth in Section 5.13(b).

“Company Stockholder

Written Consent Deadline” has the meaning set forth in Section 5.13(b).

“Company Shares”

means the Company Common Shares.

“Company Stockholders”

means, collectively, the holders of Company Shares as of any determination time prior to the Effective Time.

“Confidentiality

Agreement” means that certain Confidentiality Agreement, effective as of May 24, 2026, by and between the Company

and SPAC.

“Consent”

means any notice, authorization, qualification, registration, filing, notification, waiver, 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 oral or written agreement, contract, license, lease, obligation, undertaking or other

commitment or arrangement that is legally binding upon a Person and/or any of his, her or its properties or assets.

“Contributor”

has the meaning set forth in Section 3.13(g).

“Converted EIP

Shares” has the meaning set forth in Section 2.4(b).

“Converted Unassumed

Option Shares” has the meaning set forth in Section 2.4(b).

“Cooley”

has the meaning set forth in Section 8.19(b).

“Copyrights”

has the meaning set forth in the definition of Intellectual Property Rights.

“Corxel HK”

means Corxel Pharmaceuticals Hong Kong Limited.

“D&O Tail

Policy” has the meaning set forth in Section 5.14(c).

“DGCL”

has the meaning set forth in the recitals to this Agreement.

“Distributee”

has the meaning set forth in Section 8.20.

“Distribution”

has the meaning set forth in Section 8.20.

“DLLCA”

means the Delaware Limited Liability Company Act.

“Domestication”

has the meaning set forth in the recitals to this Agreement.

“Domestication

Proposal” has the meaning set forth in Section 5.8(a).

“DPA”

has the meaning set forth in Section 3.24.

“DSP”

has the meaning set forth in Section 3.25.

“Drug Regulatory

Agency” has the meaning set forth in Section 3.27(a).

“Effective Time”

has the meaning set forth in Section 2.1(b)(ii).

“EIP Shares”

means a number of Company Shares equal to two (2).

“EMA”

means the European Medicines Agency.

“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 benefit or compensatory plan, program, policy or Contract that the Company maintains, sponsors

or contributes to, or provides benefits under or that otherwise covers any current employee, officer or director of the Company (or their

spouses, dependents, or beneficiaries), or with respect to which the Company has or may have any Liability (contingent or otherwise, including

by reason of being an ERISA Affiliate), other than any plan sponsored or maintained by a Governmental Entity.

“Environmental

Laws” means all Laws and Orders concerning pollution, protection of the environment, or human health or safety.

“Equity Incentive

Plan Proposal” has the meaning set forth in Section 5.8(a).

“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 $200,000,000.

“ERISA”

means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate”

means any entity, trade or business that is, or at any applicable time was, a member of a group described in Section 414(b), (c), (m)

or (o) of the Code or Section 4001(b)(1) of ERISA that includes the Company.

“ESPP Proposal”

has the meaning set forth in Section 5.8(a).

“Exchange Act”

means the Securities Exchange Act of 1934.

“Exchange Agent”

has the meaning set forth in Section 2.5(a).

“Exchange Agent

Agreement” has the meaning set forth in Section 2.5(a).

“Exchange Fund”

has the meaning set forth in Section 2.5(b).

“Exchange Ratio”

means the quotient obtained by dividing (a) the Aggregate Transaction Share Consideration by (b) the number of Fully-Diluted Shares.

“Exploit”

means to develop, make, have made, import, use, sell or offer for sale, including to research, study, commercialize, register, manufacture,

have manufactured, modify, improve, hold or keep (whether for disposal or otherwise), have used, export, transport, distribute, promote,

market or have sold, dispose of or otherwise exploit or have exploited, and “Exploitation” means the act of

Exploiting a compound, product candidate, product or process.

“Extension”

has the meaning set forth in Section 5.10.

“FDA”

means the U.S. Food and Drug Administration, or any successor agency thereto.

“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.

“Financial Statements”

has the meaning set forth in Section 3.4(a).

“Fiscal Year 2025

Financial Statements” has the meaning set forth in Section 3.4(a).

“Foreign Benefit

Plan” means each Employee Benefit Plan maintained by the Company for its current or former employees, officers, directors

or other individual service providers located outside of the United States.

“Fraud”

means common law fraud under Delaware law (with the element of scienter) with respect to the making of representations and warranties

expressly set forth in this Agreement. For the avoidance of doubt, “Fraud” does not include any claim for equitable

fraud, promissory fraud, constructive fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on

negligence.

“Fully-Diluted

Shares” means an amount equal to, without duplication, (a) the aggregate number of Company Shares, the aggregate equivalent

number of Company Shares deemed issuable upon the full exercise of Unassumed Parent Options and any other shares of capital stock of the

Company, in each case, that are outstanding as of immediately prior to the Effective Time and calculated on an as converted to Company

Common Shares basis plus (b) the aggregate equivalent number of Company Shares deemed issuable upon the full exercise of Applicable

Parent Options that are Vested Parent Options and that are outstanding as of immediately prior to the Effective Time (including all Applicable

Parent Options to be accelerated in accordance with Section 2.4(a)), in each case, as set forth on the Allocation Schedule plus

“GAAP”

means United States generally accepted accounting principles.

“GCP”

has the meaning set forth in Section 3.27(e).

“GLP”

has the meaning set forth in Section 3.27(e).

“Goodwin”

has the meaning set forth in Section 8.19(a).

“Governing Document

Proposal” has the meaning set forth in Section 5.8(a).

“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 bylaws, 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.

“Government Closure”

has the meaning set forth in Section 5.2(a).

“Governmental

Entity” means any United States or non-United States (a) federal, state, local, municipal or other government, (b) governmental

or quasi-governmental entity of any nature (including any governmental agency, branch, department, official, 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 mediation or arbitral tribunal (public or private).

“Hazardous Substance”

means any hazardous, toxic, explosive or radioactive material, substance, waste or other pollutant that is regulated by, or may give rise

to Liability pursuant to, any Environmental Law, including any petroleum products or byproducts, asbestos, lead, polychlorinated biphenyls,

per- and poly-fluoroalkyl substances, or radon.

“Healthcare Laws”

means all applicable federal, state, or local health care laws, each as amended, relating to the regulation of the Company, including

but not limited to: the Federal Food, Drug, and Cosmetic Act (21 U.S.C. Section 301 et seq.), the Public Health Service Act (42 U.S.C.

§§ 201 et seq.), the Controlled Substances Act, 21 U.S.C.A. § 801, Title XVIII of the Social Security Act, 42 U.S.C. §§

1395-1395lll (the Medicare statute), Title XIX of the Social Security Act, 42 U.S.C. §§ 1396-1396w-5 (the Medicaid statute);

the federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b); the criminal false statements law, 42 U.S.C. § 1320a-7b(a); the

False Claims Act, 31 U.S.C. §§ 3729-3733; the Program Fraud Civil Remedies Act, 31 U.S.C. §§ 3801-3812; the Civil

Monetary Penalties Law, 42 U.S.C. §§ 1320a-7a; the Exclusions Law, 42 U.S.C. § 1320a 7; the Patient Protection and Affordable

Care Act (Pub. L. 111−148), as amended by the Health Care and Education Reconciliation Act of 2010 (Pub. L. 111−152); the

Health Insurance Portability and Accountability Act, 42 U.S.C. §§ 1320d et seq., as amended by the Health Information Technology

for Economic and Clinical Health Act, 42 U.S.C. §§ 17921 et seq. and their implementing regulations (collectively, “HIPAA”);

all similar federal, state or local laws that address the subject matter of the foregoing; all laws regarding the research, development,

preclinical and clinical testing, manufacturing, storage, supply, approval, sale, marketing, distribution and importation or exportation

of drug and biological products; and all applicable implementing regulations, rules, ordinances and Orders related to any of the foregoing.

“HSR Act”

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

“In-bound License”

has the meaning set forth in Section 3.13(d).

“IND Application”

means any investigational new drug application, investigational medicinal product dossier, clinical trial authorization, or equivalent

filing submitted to the FDA, the EMA, or any comparable Governmental Entity, together with all amendments and supplements thereto.

“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 or other debt security, (c) obligations for the deferred purchase price of property or assets, (d) reimbursement

and other obligations with respect to letters of credit, bank guarantees, bankers’ acceptances or other similar instruments, in

each case, solely to the extent drawn, (e) derivative, hedging, swap, foreign exchange or similar arrangements, including swaps, caps,

collars, hedges or similar arrangements, and (f) any of the obligations of any other Person of the type referred to in clauses (a) through

(e) 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.

“Independent Designee”

has the meaning set forth in Section 5.16(b).

“Initial Company

Designee” has the meaning set forth in Section 5.16(c).

“Intellectual

Property Rights” means all intellectual property rights and related priority rights protected, created or arising under

the Laws of the United States or any other jurisdiction or under any international convention, whether registered, unregistered, registrable,

or unregistrable, including all (a) patents and patent applications, industrial designs and design patent rights, including any continuations,

divisionals, continuations-in-part and provisional applications and statutory invention registrations, and any patents issuing on any

of the foregoing and any reissues, reexaminations, renewals, substitutes, supplementary protection certificates, extensions (including

patent term extensions) of any of the foregoing (collectively, “Patents”); (b) trademarks, service marks, trade

names, service names, brand names, trade dress rights, logos, Internet domain names, corporate names and other source or business identifiers,

together with the goodwill associated with any of the foregoing, and all applications, registrations, extensions and renewals of any of

the foregoing (collectively, “Marks”); (c) copyrights and works of authorship, database and design rights, mask

work rights and moral rights, whether or not registered or published, and all registrations, applications, renewals, extensions and reversions

of any of the foregoing (collectively, “Copyrights”); (d) trade secrets, know-how, data, and confidential

and proprietary information, including invention disclosures, inventions and formulae, whether patentable or not; (e) rights in or to

Software or other technology; and (f) any other intellectual or similar proprietary rights protectable, arising under or associated with

any of the foregoing, including those protected by any Law anywhere in the world.

“Intended Tax

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

“Investment Company

Act” means the Investment Company Act of 1940.

“Investor Rights

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

“Investor Subscription

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

“IPO”

has the meaning set forth in Section 8.18.

“JOBS Act”

means the Jumpstart Our Business Startups Act of 2012.

“Latest Balance

Sheet” has the meaning set forth in Section 3.4(a).

“Law”

means any federal, state, local, foreign, national or supranational statute, law (including common law, and, if applicable, fiduciary

or similar duties), act, statute, ordinance, treaty, rule, code, regulation or other binding directive or guidance issued, promulgated

or enforced by a Governmental Entity having jurisdiction over a given matter.

“Leased Real Property”

has the meaning set forth in Section 3.18(b).

“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 (including

any Environmental Law), Proceeding or Order and those arising under any Contract, agreement, arrangement, commitment or undertaking.

“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 the recitals to this Agreement.

“Lookback Date”

means January 1, 2024.

“Marks”

has the meaning set forth in the definition of Intellectual Property Rights.

“Material Contracts”

has the meaning set forth in Section 3.7(a).

“Material Permits”

has the meaning set forth in Section 3.6.

“Merger”

has the meaning set forth in the recitals to this Agreement.

“Merger Sub”

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

“Merger Sub II”

has the meaning set forth in the recitals to this Agreement.

“Multiemployer

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

“Nasdaq”

means the Nasdaq Capital Market.

“Nasdaq Proposal”

has the meaning set forth in Section 5.8(a).

“Non-Party Affiliate”

has the meaning set forth in Section 8.13.

“Officers”

has the meaning set forth in Section 5.16(a).

“Option Exchange

Ratio” means the “Option Exchange Ratio” as set forth on the Allocation Schedule.

“Off-the-Shelf

Software” means any Software that is made generally and widely available to the public on a commercial basis and is licensed

to the Company on a non-exclusive basis under standard terms and conditions for a one-time license fee of less than $200,000 per license

or an ongoing license fee of less than $100,000 per year.

“Order”

means any outstanding writ, order, judgment, injunction, decision, determination, award, ruling, subpoena, verdict or decree entered,

issued or rendered by any Governmental Entity.

“Other Company

Designees” has the meaning set forth in Section 5.16(c).

“Other SPAC Shareholder

Approval” means the approval of each Other Transaction Proposal by the affirmative vote of the holders of the requisite

number of SPAC Shares entitled to vote thereon, whether in person or by proxy at the SPAC Shareholders Meeting (or any adjournment thereof),

in accordance with the Governing Documents of SPAC and applicable Law.

“Other Transaction

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

“Out-bound License”

has the meaning set forth in Section 3.13(d).

“Outbound Investment

Security Program” has the meaning set forth in Section 3.23.

“Parent”

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

“Parent Board”

has the meaning set forth in the recitals to this Agreement.

“Parent Business

Employees” means those employees of Parent who primarily provide services to, or whose roles primarily relate to, the Business.

“Parent Classification

Election” has the meaning set forth in Section 5.5(e).

“Parent Common

Shares” means the senior common shares of Parent.

“Parent Equity

Plan” means the Corxel Pharmaceuticals Limited Second Amended and Restated 2020 Equity Incentive Plan (as amended from time

to time).

“Parent Option”

means each option to purchase Parent Common Shares, whether granted pursuant to the Parent Equity Plan or otherwise.

“Parties”

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

“Patents”

has the meaning set forth in the definition of Intellectual Property Rights.

“PCAOB”

means the Public Company Accounting Oversight Board.

“Permits”

means any approvals, authorizations, clearances, declarations of conformity, licenses, registrations, permits or certificates of

a Governmental Entity.

“Permitted Alternative

Agreement” means a definitive agreement that provides for the consummation of a Company Acquisition Proposal that constitutes

a Superior Offer.

“Permitted Liens”

means (a) mechanic’s, materialmen’s, carriers’, repairers’ and other similar statutory Liens arising or incurred

in the ordinary course of business for amounts that are not yet due and payable or are being contested in good faith by appropriate proceedings

and for which sufficient reserves have been established in accordance with GAAP, (b) Liens for Taxes, assessments or other governmental

charges not yet due and payable as of the Closing Date or which are being contested in good faith by appropriate proceedings and for which

sufficient reserves have been established in accordance with GAAP, (c) encumbrances and restrictions on real property (including

easements, covenants, conditions, rights of way and similar restrictions) that do not prohibit or materially interfere with the Company’s

use or occupancy of such real property, (d) zoning, building codes and other land use Laws regulating the use or occupancy of real property

or the activities conducted thereon which are imposed by any Governmental Entity having jurisdiction over such real property and which

are not violated by the use or occupancy of such real property or the operation of the businesses of the Company and do not prohibit or

materially interfere with any of the Company’s use or occupancy of such real property, and (e) cash deposits or cash pledges to

secure the payment of workers’ compensation, unemployment insurance, social security benefits or obligations arising under

similar Laws or to secure the performance of public or statutory obligations, surety or appeal bonds, and other obligations of a like

nature, in each case in the ordinary course of business and which are not yet due and payable.

“Person”

means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association,

trust, joint venture or other similar entity, whether or not a legal entity or Governmental Entity.

“Personal Data”

means any data or information relating to an identified natural person that is regulated by the Privacy Laws.

“PIPE Financing”

has the meaning set forth in the recitals to this Agreement.

“PIPE Financing

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

“PIPE Investors”

has the meaning set forth in the recitals to this Agreement.

“Potential SPAC

Designee” has the meaning set forth in Section 5.16(c).

“Pre-Closing Period”

has the meaning set forth in Section 5.1(a).

“Pre-Closing SPAC

Holders” means the holders of SPAC Shares at any time prior to the Effective Time, together with their successors and

assigns.

“Pre-Funded Warrant”

means a warrant to purchase SPAC Shares, in substantially the form attached hereto as Exhibit J.

“Privacy and Data

Security Policies” has the meaning set forth in Section 3.21(a).

“Privacy Laws”

means Laws relating to the Processing or protection of Personal Data that apply to the Company, excluding HIPAA.

“Proceeding”

means any lawsuit, litigation, action, audit, examination, claim, complaint, charge, proceeding, suit, investigation, 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.

“Process”

(or “Processing” or “Processes”) means the collection, use, storage, processing, recording,

distribution, transfer, import, export, protection (including security measures), disposal or disclosure or other activity regarding data

(whether electronically or in any other form or medium).

“Prospectus”

has the meaning set forth in Section 8.18.

“Public Shareholders”

has the meaning set forth in Section 8.18.

“Public Software”

means any Software that contains, includes, incorporates, or has instantiated therein, or is derived in any manner (in whole or in part)

from, any Software that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models,

including under any terms or conditions that impose any requirement that any Software using, linked with, incorporating, distributed with

or derived from such Public Software (a) be made available or distributed in source code form; (b) be licensed for purposes of making

derivative works; or (c) be redistributable at no, or a nominal, charge.

“Q2 2026 Financial

Statements” has the meaning set forth in Section 3.4(b).

“Qualifying Electing

Fund” has the meaning set forth in Section 5.5(b).

“Real Property

Leases” means all leases, sub-leases, licenses or other agreements, in each case, pursuant to which the Company leases or

sub-leases any real property.

“Registered Intellectual

Property” means all issued Patents, pending Patent applications, registered Marks, pending applications for registration

of Marks, registered Copyrights, pending applications for registration of Copyrights and Internet domain name registrations.

“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 and proxy statement of SPAC.

“Regulatory Permits”

means all Permits granted by FDA or any comparable Governmental Entity to the Company.

“Reorganization”

means the series of transactions, transfers, assignments and other actions taken, commencing on or around January 23, 2026, in connection

with the consummation or performance of the Contracts set forth on Section 1.1(a) of the Company Disclosure Schedules, whether completed

or to be completed, pursuant to which Corxel HK transferred, assigned and delivered (or caused or otherwise agreed to cause to be transferred,

assigned, and delivered) to the Company all assets, properties, employees, Contracts, Permits, Intellectual Property Rights, books and

records, data and other rights primarily related to the Business or otherwise necessary or useful for the Company to operate the Business,

including (a) the assets and rights related to the CX11 program, the JX09 program, the CX12 program and the CX15 program, (b) the employees

exclusively engaged in the Business, (c) all Contracts and arrangements necessary for the ongoing conduct of the Business, (d) all Permits

and regulatory approvals required or necessary for the operation of the Business, (e) all Intellectual Property Rights used in or related

to the Business, and (f) all books, records, and data primarily relating to the foregoing.

“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 Company

Financial Statements” means, collectively, (a) the Fiscal Year 2025 Financial Statements, (b) the Q2 2026 Financial Statements

and (c) each of the other financial statements of the Company required, as a result of the passage of time or otherwise, to be included

in the Registration Statement / Proxy Statement or any other filings to be made by SPAC or the Company with the SEC in connection

with the transactions contemplated by this Agreement.

“Required Governing

Document Proposal” means the Governing Document Proposal solely to the extent related to the amendments to the Governing

Documents of SPAC set forth on Annex B attached hereto.

“Required SPAC

Shareholder Approval” means the approval of each Required Transaction Proposal by the affirmative vote of the holders

of the requisite number of SPAC Shares entitled to vote thereon, whether in person or by proxy at the SPAC Shareholders Meeting (or any

adjournment thereof), in accordance with the Governing Documents of SPAC and applicable Law.

“Required Transaction

Proposals” means, collectively, the Business Combination Proposal, the Domestication Proposal, the Nasdaq Proposal, the

Equity Incentive Plan Proposal, the ESPP Proposal and the Required Governing Document Proposal.

“Requisite Holders”

has the meaning set forth in the recitals to this Agreement.

“Restricted Business

Asset” has the meaning set forth in Section 5.19(c).

“Rollover Option”

has the meaning set forth in Section 2.4.

“Sanctioned Countries”

has the meaning set forth in Section 3.22(a).

“Sanctions and

Export Control Laws” means any applicable Law related to (a) import and export controls, including the U.S. Export Administration

Regulations, (b) economic sanctions, including those administered by the Office of Foreign Assets Control of the U.S. Department

of the Treasury, the U.S. Department of State, the European Union, any European Union Member State, the United Nations, and His Majesty’s

Treasury of the United Kingdom or (c) anti-boycott measures.

“Sarbanes-Oxley

Act” means the Sarbanes-Oxley Act of 2002.

“Schedules”

means, collectively, the Company Disclosure Schedules and the SPAC Disclosure Schedules.

“SEC”

means the U.S. Securities and Exchange Commission.

“Second Merger”

has the meaning set forth in the recitals to this Agreement.

“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”

shall mean any and all (a) computer programs, including any and all software implementations of algorithms, models and methodologies,

whether in source code or object code; (b) databases and compilations, including any and all data and collections of data, whether machine

readable or otherwise; (c) descriptions, ﬂowcharts and other work product used to design, plan, organize and develop any of the

foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; and (d) all

documentation, including user manuals and other training documentation, related to any of the foregoing.

“SPAC”

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

“SPAC Acquisition

Proposal” means (a) any transaction or series of related transactions under which SPAC or any of its controlled Affiliates,

directly or indirectly, (i) acquires or otherwise purchases any other Person(s), (ii) engages in a business combination with any

other Person(s), (iii) acquires all or a majority of the equity interests of any other Person(s) or (iv) acquires or otherwise purchases

all or a material portion of the assets or businesses of any other Person(s) (in the case of each of clause (i), (ii) and (iii), whether

by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise) or (b) any equity,

debt or similar investment in SPAC or any of its controlled Affiliates. Notwithstanding the foregoing or anything to the contrary

herein, none of this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby shall constitute a SPAC Acquisition

Proposal.

“SPAC Board”

has the meaning set forth in the recitals to this Agreement.

“SPAC Board Recommendation”

has the meaning set forth in Section 5.8(a).

“SPAC Bylaws”

has the meaning set forth in Section 2.1(a).

“SPAC Certificate

of Incorporation” has the meaning set forth in Section 2.1(a).

“SPAC Class A

Shares” means the Class A ordinary shares of US$0.0001 par value per share of SPAC.

“SPAC Class B

Shares” means the Class B ordinary shares of US$0.0001 par value per share of SPAC.

“SPAC D&O

Persons” has the meaning set forth in Section 5.14(a).

“SPAC Disclosure

Schedules” means the disclosure schedules to this Agreement delivered to the Company by SPAC on the date of this Agreement.

“SPAC Employee

Stock Purchase Plan” has the meaning set forth in Section 5.18(b).

“SPAC 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 a SPAC Party, whether or not due, 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 SPAC Party and (b) any other fees, expenses, commissions

or other amounts that are expressly allocated to any SPAC Party pursuant to this Agreement or any Ancillary Document (including fifty

percent (50%) of (i) the HSR Act filing fee for the Merger, (ii) the aggregate fees paid to the SEC in connection with filing

the Registration Statement and any amendments and supplements thereto, with the SEC, (iii) the aggregate fees and expenses in connection

with the printing, mailing and distribution of the Registration Statement / Proxy Statement and any amendments and supplements thereto,

(iv) Transfer Taxes in accordance with Section 5.5(d)) and (v) fifty percent (50%) of all fees and expenses incurred in connection

with obtaining Nasdaq’s approval of the initial listing application, satisfying all applicable initial and continuing listing requirements

of Nasdaq (including any amounts paid to consultants, advisors and other agents in connection therewith), and the approval for listing

of the SPAC Shares to be issued in connection with this Agreement (including the Merger and the PIPE Financing). Notwithstanding the foregoing

or anything to the contrary herein, SPAC Expenses shall not include any Company Expenses.

“SPAC Financial

Statements” means all of the financial statements of SPAC included in the SPAC SEC Reports.

“SPAC Fundamental

Representations” means the representations and warranties set forth in Section 4.1 (Organization and Qualification),

Section 4.2 (Authority), Section 4.4 (Brokers) and Sections 4.6(a) and 4.6(b) (Capitalization of the SPAC

Parties).

“SPAC Incentive

Equity Plan” has the meaning set forth in Section 5.18.

“SPAC Indemnity

Agreement” has the meaning set forth in Section 5.14(a).

“SPAC Intervening

Event” means any material event that, individually or in the aggregate, (a) was not known or reasonably foreseeable to the

SPAC or any member of the SPAC Board as of the date hereof and that becomes known to the SPAC or any member of the SPAC Board after the

date hereof and prior to the receipt of approval of the SPAC Shareholder Approval and (b) that does not relate to (i) a SPAC Acquisition

Proposal, (ii) any change in the market price or trading volume of SPAC’s securities or (iii) any event that is excluded in determining

whether a SPAC Material Adverse Effect has occurred or would reasonably be expected to occur. Notwithstanding the foregoing, the amount

of redemptions from the Trust Account pursuant to the SPAC Shareholder Redemption shall not be deemed to be a SPAC Intervening Event.

“SPAC 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 SPAC, or (b) the ability of the SPAC to consummate the Merger in accordance with

the terms of this Agreement; provided, however, that, in the case of clause (a), none of the following shall be taken into

account in determining whether a SPAC Material Adverse Effect has occurred or is reasonably likely to occur: any adverse change,

event, effect or occurrence arising after the date of this Agreement from or related to (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 in any applicable

Laws, (v) any change, event, effect or occurrence that is generally applicable to the industries or markets in which the SPAC operates,

(vi) the execution or public announcement of this Agreement or the pendency or consummation of the transactions contemplated by this Agreement,

including the impact thereof on the relationships, contractual or otherwise, of the SPAC with investors, contractors, lenders, suppliers,

vendors, partners, licensors, licensees, payors or other third parties related thereto, (vii) any SPAC Shareholder Redemption, in

and of itself and (viii) any change, event, effect or occurrence that is generally applicable to special purpose acquisition companies,

except to the extent that any such change, event, effect or occurrence has or would reasonably be expected to have a disproportionate

adverse effect on SPAC, relative to other similarly situated special purpose acquisition companies operating in the industries in

which the SPAC operates; provided, however, that any change, event, effect or occurrence resulting from a matter described

in any of the foregoing clauses (i) through (vi) or (viii) may be taken into account in determining whether a SPAC Material Adverse Effect

has occurred or is reasonably likely to occur to the extent such change, event, effect or occurrence has had or would reasonably

be expected to have a disproportionate adverse effect on the SPAC relative to other participants operating in the industries or markets

in which SPAC operates.

“SPAC Non-Party

Affiliates” means, collectively, each SPAC Related Party and each of the former, current or future Affiliates,

Representatives, successors or permitted assigns of any SPAC Related Party (other than, for the avoidance of doubt, any SPAC Party).

“SPAC Parties”

means, collectively, SPAC and Merger Sub (and each, individually, a “SPAC Party”).

“SPAC Preference

Shares” means the preference shares of US$0.0001 par value per share of SPAC.

“SPAC Related

Party” has the meaning set forth in Section 4.9.

“SPAC Related

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

“SPAC SEC Reports”

has the meaning set forth in Section 4.7.

“SPAC Share Value”

means the amount for which each SPAC Class A Share is redeemed pursuant to the SPAC Shareholder Redemption.

“SPAC Shareholder”

means a holder of SPAC Shares.

“SPAC Shareholder

Approval” means, collectively, the Required SPAC Shareholder Approval and the Other SPAC Shareholder Approval.

“SPAC Shareholder

Redemption” means the redemption by SPAC of SPAC Class A Shares pursuant to the exercise of the right of the holders of

SPAC Class A Shares to redeem all or a portion of their SPAC Class A Shares (in connection with the transactions contemplated by this

Agreement or otherwise) as set forth in the Governing Documents of SPAC.

“SPAC Shareholders

Meeting” has the meaning set forth in Section 5.8(a).

“SPAC Shares”

means (a) prior to the consummation of the Domestication, collectively, the SPAC Class A Shares, SPAC Class B Shares and SPAC Preference

Shares and (b) from and after the consummation of the Domestication, shares of common stock, par value $0.0001 per share, of SPAC. Any

reference to the SPAC Shares in this Agreement or any Ancillary Document shall be deemed to refer to clause (a) and/or clause (b) of this

definition, as the context so requires.

“SPAC Termination

Fees” has the meaning set forth in Section 7.3(a).

“Sponsor”

has the meaning set forth in the recitals to this Agreement.

“Sponsor Letter

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 Equity Securities 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.

“Superior Offer”

means an unsolicited bona fide written Company Acquisition Proposal (with all references to “20%” in the definition of Company

Acquisition Proposal being deemed to be references to “50%”) that is on terms and conditions that the Company Board determines

in good faith, after consultation with a financial advisor of nationally recognized reputation and the Company’s outside legal counsel,

and taking into account the terms and conditions of the Company Acquisition Proposal (including the identity of the Person making the

Company Acquisition Proposal; the expected timing and likelihood of consummation on the terms proposed and if such Company Acquisition

Proposal is for a cash transaction (whether in whole or in part), whether such cash consideration is then fully committed and reasonably

determined by the Company Board to be available; any governmental or other approval requirements (including divestitures and entry into

other commitments and limitations); conditions to consummation; availability of necessary financing, approval requirements; and all other

financial, regulatory and legal aspects of such Company Acquisition Proposal) would result in a transaction that, if consummated, is more

favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement.

“Superior Offer

Payment” means one percent (1%) of the aggregate upfront consideration payable to the Company or the holders of the Company’s

Equity Securities on the closing of such transaction pursuant to the terms of the Permitted Alternative Agreement; provided, however,

that if the Permitted Alternative Agreement does not expressly provide for the upfront consideration payable to such holders on the closing

date of such transaction, then “Superior Offer Payment” shall mean one percent (1%) of the implied equity value of the Company

as of the execution date of such Permitted Alternative Agreement, calculated prior to and excluding any pre-closing financing of such

transaction, as provided in such Permitted Alternative Agreement.

“Support Agreement”

has the meaning set forth in the recitals to this Agreement.

“Surviving Company”

has the meaning set forth in Section 2.1(b)(i).

“Surviving Company

Share” has the meaning set forth in Section 2.1(b)(vi).

“Tax”

means any federal, state, local or non-United States 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, imputed underpayment, premium, 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.

“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

required to be filed with any Governmental Entity.

“Termination Date”

has the meaning set forth in Section 7.1(d).

“Transaction Litigation”

has the meaning set forth in Section 5.2(c).

“Transaction Proposals”

has the meaning set forth in Section 5.8(a).

“Transfer Taxes”

has the meaning set forth in Section 5.5(d).

“Trust Account”

has the meaning set forth in Section 8.18.

“Trust Account

Released Claims” 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.

“Unassumed Parent

Options” means all Parent Options other than the Applicable Parent Options.

“Underwriting

Agreement” has the meaning set forth in Section 5.22(a).

“Unpaid Company

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

“Unpaid SPAC Expenses”

means, without duplication, (i) the SPAC Expenses that are unpaid as of immediately prior to the Closing, (ii) any amounts due to the

underwriters of SPAC’s initial public offering for their deferred underwriting commissions, (iii) the amount of any outstanding

Indebtedness for borrowed money incurred by SPAC or its Subsidiaries from and after the date of this Agreement that is outstanding as

of immediately prior to the Closing, and (iv) any other unpaid amount of fees disclosed in Section 4.14 of SPAC Disclosure Schedules.

“Unvested Parent

Option” means each Parent Option outstanding as of immediately prior to the Effective Time that is not a Vested Parent

Option.

“Vested Parent

Option” means each Parent Option outstanding as of immediately prior to the Effective Time that is vested as of immediately

prior to the Effective Time or will vest solely as a result of the consummation of the Merger.

“WARN”

means the U.S. Worker Adjustment and Retraining and Notification Act of 1988, as well as analogous applicable foreign, state or local

Laws.

“Willful Breach”

means a material breach of this Agreement by a Party 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

MERGER

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)

Redemptions; Domestication. Prior to the Domestication, Sponsor shall cause the Class B Share Conversion to occur. At least one (1)

Business Day prior to the Closing Date, SPAC shall cause the Domestication, pursuant to a plan of domestication, to occur in accordance

with Section 388 of the DGCL and Part 12 of the Companies Act (Revised) of the Cayman Islands, including by filing with the Delaware

Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable

to SPAC and the Company, together with the SPAC Certificate of Incorporation and completing and making all filings required

to be made with the Registrar of Companies of the Cayman Islands to effect the Domestication. The SPAC Shareholder Redemptions shall

occur immediately prior to the consummation of the Domestication. In connection with (and as part of) the Domestication, SPAC shall cause

(i) each SPAC Class A Share and SPAC Class B Share and SPAC Preference Share that is issued and outstanding immediately prior to the Domestication

(for the avoidance of doubt, after effecting the SPAC Shareholder Redemptions) to be converted into one share of common stock, par

value $0.0001 per share, of SPAC, (ii) the Governing Documents of SPAC to become the certificate of incorporation, substantially

in the form attached hereto as Exhibit E (with such changes as may be agreed in writing by SPAC and the Company, the “SPAC

Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit F (with

such changes as may be agreed in writing by SPAC and the Company, the “SPAC Bylaws”) and (iii) SPAC’s

name to be changed to a mutually agreed upon name between SPAC, on the one hand, and Company and Parent, on the other hand. SPAC and its

Representatives shall first seek the Company’s consent prior to entering into or finalizing any applicable documents or filing any

certificates or filings in connection with the Domestication. Following the consummation of the Domestication and prior to the

Closing, the board of directors of SPAC will resolve to ratify and approve such matters as may be required to effect the transactions

contemplated by this Agreement and any such other matters as the Company and SPAC may mutually agree.

(b)

The 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, Merger

Sub shall merge with and into the Company at the Effective Time. Following the Effective Time, and as a result of the Merger,

the separate existence of Merger Sub shall cease and the Company shall continue as the surviving company of the Merger as a wholly-owned

subsidiary of SPAC (the “Surviving Company”).

(ii)

At the Closing, the Parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State

of Delaware a certificate of merger, in a form reasonably satisfactory to the Company and SPAC (the “Certificate

of Merger”), to be executed and filed in accordance with the relevant provisions of the DGCL. The Merger shall become

effective on the date and time at which the Certificate of Merger is accepted for filing by the Secretary of State of the

State of Delaware or at such later date and/or time as is agreed by SPAC and the Company and specified in the Certificate of Merger (the

time the Merger becomes effective being referred to herein as the “Effective Time”).

(iii)

The Merger shall have the effects set forth in this Agreement, the Certificate of Merger, and Section 251 of the DGCL. Without

limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the assets, properties, rights, privileges,

powers and franchises of the Company and Merger Sub shall vest in the Surviving Company and all debts, liabilities, obligations, restrictions,

disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations and duties of the Surviving

Company, in each case, in accordance with the DGCL, which shall include the assumption by the Surviving Company of any and all agreements,

covenants, duties and obligations of Merger Sub and the Company to be performed after the Effective Time.

(iv)

At the Effective Time, the Governing Documents of Merger Sub shall be the Governing Documents of the Surviving Company, in each

case, until thereafter changed or amended as provided therein or by applicable Law.

(v)

At the Effective Time, the directors and officers of the Surviving Company shall be the individuals set forth on Annex C, as

such annex may be updated by the Company by written notice to SPAC prior to the Closing, each to hold office in accordance with the Governing

Documents of the Surviving Company 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 Effective Time, by virtue of the Merger and without any action on the part of any Party or any other Person, each share

of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically canceled and

extinguished and converted into one share of common stock, par value $0.0001, of the Surviving Company (each such share, a “Surviving

Company Share”).

(vii)

At the Effective Time, by virtue of the Merger and without any action on the part of any Party or any other Person, each Company

Share (other than the Company Shares canceled and extinguished pursuant to Section 2.1(b)(ix)) issued and outstanding as of immediately

prior to the Effective Time shall be automatically canceled and extinguished and converted into the right to receive a number of

SPAC Shares equal to the Exchange Ratio as set forth on the Allocation Schedule; provided, that, at the election of Parent (as reflected

on the Allocation Schedule), all or a portion of such SPAC Shares shall instead be issued in the form of Pre-Funded Warrants to purchase

an equal number of SPAC Shares, and the SPAC Shares underlying such Pre-Funded Warrants shall count toward the Aggregate Transaction Share

Consideration on a one-for-one basis.

(viii)

From and after the Effective Time, each Company Stockholder’s certificates (the “Certificates”),

if any, evidencing ownership of the Company Shares and the Company Shares held in book-entry form issued and outstanding immediately prior

to the Effective Time shall each cease to have any rights with respect to such Company Shares except as otherwise expressly provided

for herein or under applicable Law.

(ix)

At the Effective Time, by virtue of the Merger and without any action on the part of any Party or any other Person, each Company

Share held immediately prior to the Effective Time by the Company as treasury stock shall be automatically canceled and extinguished,

and no consideration shall be paid with respect thereto.

(x)

Notwithstanding anything to the contrary contained herein, no fraction of a SPAC Share will be issued by SPAC by virtue of this Agreement,

and the Number of SPAC Shares issuable to such Person who would otherwise be entitled to a fraction of a SPAC Share shall instead be rounded

down to the nearest whole share.

(xi)

If, between the date of this Agreement and the Closing, the outstanding SPAC Shares shall have been changed into a different

number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split,

combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount

contained herein which is based upon the number of SPAC Shares will be appropriately adjusted to provide to the holders of Company Shares

the same economic effect as contemplated by this Agreement; provided, however, that this Section 2.1(b)(xi)

shall not (A) be construed to permit SPAC, Merger Sub or the Company to take any action with respect to their respective securities that

is prohibited by the terms and conditions of this Agreement or (B) apply to the Domestication or any other transactions expressly contemplated

by this Agreement or any Ancillary Document to the extent consummated in accordance with the terms contemplated by this Agreement and/or

such Ancillary Document, as applicable.

(xii)

On the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and DLLCA, on the Closing Date

and immediately after the Merger, the Surviving Company shall merge with and into Merger Sub II. Following the Second Merger, the separate

existence of the Surviving Company shall cease and Merger Sub II shall continue as the surviving company of the Second Merger as a wholly-owned

subsidiary of SPAC. The other provisions of this Agreement pertaining to the Merger and the Surviving Company shall also apply with respect

to the Second Merger and Merger Sub II, mutatis mutandis.

(xiii)

All SPAC Shares and Pre-Funded Warrants issued pursuant to this Agreement (and all SPAC Shares issued upon exercise of Pre-Funded

Warrants) shall, to the extent required by applicable securities Law, bear a legend prominently stamped or printed thereon or the substance

of which will otherwise be reflected on the books and records of the transfer agent with respect to book-entry shares; provided, that

SPAC shall cause the removal of any such restrictive legends from the SPAC Shares issued in the Distribution to the extent permitted by

applicable securities Laws, in each case reading substantially as follows:

“THE SECURITIES REPRESENTED HEREBY HAVE

NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED

FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT

PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE

SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

2.2

Closing of the Transactions Contemplated by this Agreement. The closing of the Merger (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 second (2nd) 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) (the date upon which the Closing actually occurs is referred

to herein as the “Closing Date”) or at such other place, date and/or time as SPAC and the Company may agree

in writing.

2.3

Allocation Schedule. At least five (5) Business Days prior to the Closing Date, the Company shall deliver to SPAC an allocation

schedule (the “Allocation Schedule”), certified by the Chief Executive Officer or the Chief Financial Officer

of the Company (in such capacity), setting forth (i) the name and address of record, if known, of each Company Stockholder and the number

of Company Shares held by such Company Stockholder and the portion of the consideration in respect thereof to be issued as SPAC Shares

and the portion to be issued as Pre-Funded Warrants (if any), as elected by Parent, (ii) the name of record of each holder of Unassumed

Parent Options and the exercise price and the number of Parent Common Shares and equivalent Company Common Shares deemed subject to each

such Unassumed Parent Option, (iii) the name of record of each holder of Applicable Parent Options and the exercise price, the number

of Parent Common Shares subject to each such Applicable Parent Option (including, in the case of Applicable Parent Options that are Unvested

Parent Options, the vesting schedule, vesting commencement date and date on which fully vested) and the number of equivalent Company Common

Shares deemed subject to each such Applicable Parent Option, (iv) the number of Fully-Diluted Shares, the Exchange Ratio and the Option

Exchange Ratio, and (v) (A) the number of SPAC Shares, and if applicable, the number of SPAC Shares issuable upon the exercise of

Pre-Funded Warrants, collectively comprising the Aggregate Transaction Share Consideration, (B) the number of Rollover Options issuable

to holders of Applicable Parent Options and the adjusted exercise price thereof calculated in accordance with Section 2.4(a) and

(C) the number of Converted Unassumed Option Shares and Converted EIP Shares issuable to Parent in accordance with Section 2.4(b).

The Company will consider in good faith any reasonable comments provided by SPAC or any of its Representatives at least two (2) Business

Days prior to the Closing Date. Notwithstanding the foregoing or anything to the contrary herein, in no event shall the aggregate number

of SPAC Shares (including SPAC Shares underlying Pre-Funded Warrants) set forth on the Allocation Schedule that are allocated in respect

of the Equity Securities of the Company or Parent (including the Converted Unassumed Option Shares and the Converted EIP Shares) exceed

the Aggregate Transaction Share Consideration.

2.4

Treatment of Parent Options.

(a)

At the Effective Time, by virtue of the Merger and without any action of any Party or any other Person, each Parent Option set

forth on Schedule 2.4 that is outstanding as of immediately prior to the Effective Time (the “Applicable Parent Options”)

(whether a Vested Parent Option or an Unvested Parent Option) shall cease to represent the right to purchase Parent Common Shares and

shall be canceled in exchange for options to purchase SPAC Shares under the SPAC Incentive Equity Plan (each, a “Rollover

Option”) in an amount equal to the product (rounded down to the nearest whole number) of (x) the number of Parent Common

Shares subject to such Applicable Parent Option immediately prior to the Effective Time, multiplied by (y) the Option Exchange Ratio,

at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of such

Applicable Parent Option immediately prior to the Effective Time, divided by (ii) the Option Exchange Ratio; provided, however,

that such conversion shall occur in a manner intended to comply with (A) the requirements of Section 409A of the Code and (B) in the case

of any Rollover Option that is an incentive stock option, the requirements of Section 424 of the Code. Each Rollover Option shall be subject

to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding

Applicable Parent Option immediately prior to the Effective Time, except for (i) as provided above in this Section 2.4, or

(ii) terms (A) rendered inoperative by reason of the transactions contemplated by this Agreement (including any anti-dilution or other

similar provisions that adjust the number of underlying shares that could become exercisable subject to the options) or (B) to the extent

they conflict with the SPAC Incentive Equity Plan and (iii) such other immaterial administrative or ministerial changes as the SPAC Board

(or the compensation committee of the SPAC Board) may determine in good faith are appropriate to effectuate the administration of the

Rollover Options. Notwithstanding anything to the contrary in this Agreement, at any time prior to the Effective Time, Parent may accelerate

the vesting, in whole or in part, of any Applicable Parent Option held by a service provider (including any consultant) set forth on Schedule

2.4(a), and any Applicable Parent Option so accelerated shall be treated as a Vested Parent Option for all purposes of this Agreement

(including for purposes of the definition of Fully-Diluted Shares and the Allocation Schedule), with the corresponding Rollover Option

being fully vested as of the Effective Time.

(b)

At the Effective Time, by virtue of the Merger and without any action on the part of any Party or any other Person, (i) each

Unassumed Parent Option shall represent the right to receive a number of SPAC Shares (or the cash equivalent thereof) in an amount equal

to the product (rounded down to the nearest whole number) of (x) the number of Parent Common Shares subject to such Unassumed Parent Option

(whether vested or unvested) immediately prior to the Effective Time, multiplied by (y) the Option Exchange Ratio (collectively, the “Converted

Unassumed Option Shares”), and (ii) each EIP Share shall be automatically canceled and extinguished and converted into the

right to receive a number of SPAC Shares equal to the Exchange Ratio as set forth on the Allocation Schedule (collectively, the “Converted

EIP Shares”). At or promptly following the Effective Time, SPAC shall issue, or cause to be issued, to Parent (or its designee)

evidence of the Converted Unassumed Option Shares and the Converted EIP Shares in book-entry form, and the Converted Unassumed Option

Shares and the Converted EIP Shares shall bear the legend set forth in Section 2.1(b)(xiii).

(c)

Prior to the Closing, the Company shall take, or cause to be taken, all necessary or appropriate actions under the Parent Equity Plan

and the underlying grant, award or similar agreement with respect to each Parent Option and otherwise, to give effect to the provisions

of this Section 2.4.

2.5

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, SPAC shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”)

and enter into an exchange agent agreement (the “Exchange Agent Agreement”) with the Exchange Agent for the

purpose of exchanging Certificates, if any, representing the Company Common Shares and each Company Share held in book-entry form

on the stock transfer books of the Company immediately prior to the Effective Time, in either case, for the portion of the Aggregate

Transaction Share Consideration (including, to the extent elected pursuant to Section 2.1(b)(vii), Pre-Funded Warrants) issuable

in respect of such Company Shares pursuant to Section 2.1(b)(vii) and 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 the Exchange Agent is unable or

unwilling to serve as the Exchange Agent, then SPAC 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), SPAC 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. The Company shall reasonably cooperate with SPAC and the Exchange Agent in connection

with the appointment of the Exchange Agent, the entry into the Exchange Agent Agreement and the covenants and agreements set forth in

this Section 2.5 (including the provision of any information, or the entry into any agreements or documentation, necessary or advisable

in connection with any of the foregoing or otherwise required by the Exchange Agent Agreement for the Exchange Agent to fulfill its duties

as the Exchange Agent in connection with the transactions contemplated hereby).

(b)

At the Effective Time, SPAC shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the Company

Stockholders and for exchange in accordance with this Section 2.5 through the Exchange Agent, evidence of SPAC Shares in book-entry

form (and, to the extent elected pursuant to Section 2.1(b)(vii), Pre-Funded Warrants) representing the Aggregate Transaction Share

Consideration issuable pursuant to Section 2.1(b)(vii), in exchange for the Company Shares outstanding immediately prior to the

Effective Time. All shares in book-entry form representing the portion of the Aggregate Transaction Share Consideration issuable

pursuant to Section 2.1(b)(vii) deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange

Fund.”

(c)

No interest will be paid or accrued on the Aggregate Transaction Share Consideration (or any portion thereof). From and after the

Effective Time, until surrendered or transferred, as applicable, in accordance with this Section 2.5, each Company Share (other

than, for the avoidance of doubt, the Company Shares canceled and extinguished pursuant to Section 2.1(b)(ix)) shall solely represent

the right to receive a portion of the Aggregate Transaction Share Consideration (in SPAC Shares or, to the extent elected pursuant to

Section 2.1(b)(vii), Pre-Funded Warrants) to which such Company Share is entitled to receive pursuant to Section 2.1(b)(vii).

(d)

At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfers of Company Shares

that were outstanding immediately prior to the Effective Time.

(e)

Any portion of the Exchange Fund that remains unclaimed by the Company Stockholders twelve (12) months following the Closing Date

shall be delivered to SPAC or as otherwise instructed by SPAC, and any Company Stockholder who has not exchanged his, her or its Company

Shares for the applicable portion of the Aggregate Transaction Share Consideration in accordance with this Section 2.5 prior to

that time shall thereafter look only to SPAC for the issuance of the applicable portion of the Aggregate Transaction Share Consideration,

without any interest thereon. None of SPAC, the Surviving Company 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 portion of the Aggregate Transaction Share Consideration remaining unclaimed by the Company Stockholders

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 SPAC free and clear of any claims or interest of any Person previously entitled

thereto.

2.6

Withholding. SPAC, the Company and the Exchange Agent shall be entitled to deduct and withhold (or cause to be deducted and withheld)

from any consideration payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable Tax

Law. To the extent that amounts are so withheld and timely remitted to the applicable Governmental Entity, such 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. 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).

Article

REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY

Subject to Section 8.8,

except as set forth in the Company Disclosure Schedules, Parent and the Company hereby, jointly and severally, represent and warrant to

SPAC and Merger Sub, in each case, as of the date of this Agreement and as of the Closing Date (except for representations and warranties

that are made as of a specific date, which are made only as of such date), as follows:

3.1

Organization and Qualification.

(a)

The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The

Company has the requisite corporate 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.

(b)

True and complete copies of the Governing Documents of the Company have been made available to SPAC, in each case, as amended and

in effect as of the date of this Agreement. The Governing Documents of the Company are in full force and effect, and the Company

is not in breach or violation of any provision set forth in its Governing Documents.

(c)

The Company is duly qualified or licensed to transact business and is in good standing 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.

3.2

Capitalization.

(a)

The authorized capital stock of the Company consists of 100 Company Common Shares, of which 100 shares are issued and outstanding

as of the date of this Agreement. Section 3.2(a)(i) of the Company Disclosure Schedules sets forth a true and complete statement as of

the date of this Agreement of the number and class or series (as applicable) of all of the Equity Securities of the Company issued and

outstanding, including the identity of the Persons that are the record and beneficial owners thereof. Section 3.2(a)(ii) of the Company

Disclosure Schedules sets forth a true and complete statement as of the date of this Agreement of all Parent Options outstanding as of

the date of this Agreement, including (i) whether such Parent Option is an Unassumed Parent Option or an Applicable Parent Option, (ii)

the date of grant, (iii) any applicable exercise (or similar) price, (iv) the expiration date and (v) any applicable vesting schedule

(including acceleration provisions). 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 party or 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 all material respects in compliance with applicable Law, including Securities

Laws. The Parent Options have been offered, sold and issued in compliance in all material respects with the terms of the Parent Equity

Plan and applicable Law, including Securities Laws. Except as set forth on Section 3.2(a)(i) of the Company Disclosure Schedule, the Company

has no other Equity Securities, including any outstanding (x) equity appreciation, phantom equity or profit participation rights

or (y) options, restricted stock units, 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 the 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 the Company.

(b)

The Equity Securities of the Company 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 the Company is a party with respect to the voting or transfer of

the Company’s Equity Securities.

(c)

The Company does not have any Subsidiaries and does not own or hold (of record, beneficially, legally or otherwise), directly

or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and the Company is not a partner

or member of any partnership, limited liability company or joint venture.

(d)

Section 3.2(d) of the Company Disclosure Schedules sets forth a list of all Indebtedness of the Company as of the date of this

Agreement, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, and the debtor

and the creditor thereof.

(e)

There are no debt instruments outstanding convertible into or otherwise entitling the holder thereof to any of the Company’s

Equity Securities as of the date of this Agreement.

3.3

Authority.

(a)

The Company has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document 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 Company Stockholder Written Consent, the execution and delivery of this Agreement, the Ancillary

Documents to which the Company is or will be a party, the performance of the Company’s obligations hereunder and thereunder 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 (or other similar) action

on the part of the Company. This Agreement and each Ancillary Document to which the Company is or is contemplated to be a party has been

or will be, upon execution thereof, as applicable, duly and validly executed and delivered by the Company and constitutes or will constitute,

upon execution and delivery thereof, as applicable, a valid, legal and binding agreement of the Company (assuming that this Agreement

and the Ancillary Documents to which the 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 the Company in accordance with their respective 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)

By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Company Board, the Company

Board has (i) determined that the entry into this Agreement and the other Ancillary Documents to which the Company is a party,

and the consummation of the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the

best interest of, the Company and Parent, as the sole stockholder of the Company, (ii) approved the execution and delivery of this Agreement,

such other Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, including

the Merger and (iii) subject to the terms and conditions of this Agreement, resolved to recommend that Parent, as the sole stockholder

of the Company, adopt this Agreement and approve the Merger and the other transactions contemplated hereby.

3.4

Financial Statements; Undisclosed Liabilities.

(a)

The Company has made available to SPAC a true and complete copy of the unaudited balance sheet of the Company as of December 31, 2025

and the related unaudited statements of operations and comprehensive loss, and stockholders’ deficit and cash ﬂows of

the Company for the periods then ended, which are attached as Section 3.4(a) of the Company Disclosure Schedules (the “Fiscal

Year 2025 Financial Statements”). The Fiscal Year 2025 Financial Statements (i) were prepared in accordance with GAAP applied

on a consistent basis throughout the periods indicated (except as may be specifically indicated in the notes thereto), (ii) fairly

present, in all material respects, the financial position, results of operations and cash ﬂows of the Company as at the date

thereof and for the period indicated therein, except as otherwise specifically noted therein, subject to normal year end audit adjustments

(none of which is expected to be material) and the absence of footnotes, (iii) 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) and (iv) were prepared from and accurately reflect the books and records

of the Company.

(b)

The unaudited balance sheet of the Company as of June 30, 2026 (the “Latest Balance Sheet”) and the related

unaudited statements of operations and comprehensive loss, and stockholders’ deficit and cash ﬂows of the Company for

the six (6)-month period then ended (the “Q2 2026 Financial Statements”), when delivered following the date

of this Agreement in accordance with Section 5.17, (i) will be prepared in accordance with GAAP applied on a consistent basis throughout

the periods indicated (except as may be specifically indicated in the notes thereto), (ii) will fairly present, in all material respects,

the financial position, results of operations and cash ﬂows of the Company as at the date thereof and for the period indicated

therein, except as otherwise specifically noted therein, (iii) will 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), and (iv) will be prepared from and accurately reflect the books

and records of the Company.

(c)

Except (i) as set forth on the face of the Latest Balance Sheet, (ii) for Liabilities incurred in the ordinary course of business

since the date of the Latest Balance Sheet (none of which are Liabilities directly or indirectly related to a breach of Contract, breach

of warranty, tort, infringement, Proceeding or violation of, or non-compliance with, Law), (iii) for 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 and (iv)

for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Company, the

Company does not have any Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP.

(d)

The Company has established and maintains systems of internal accounting controls that are designed to provide, in all material respects,

reasonable assurance (i) that all transactions are executed in accordance with management’s authorization, (ii) that all transactions

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

accountability for the Company’s assets, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use

or disposition of the Company’s properties or assets. The Company maintains and, for all periods covered by the Financial Statements,

has maintained books and records of the Company in the ordinary course of business that are accurate and complete and reﬂect the

revenues, expenses, assets and liabilities of the Company in all material respects.

(e)

Except as set forth in Section 3.4(e) of the Company Disclosure Schedule, since the Lookback Date, neither the Company nor

Parent has received any written complaint, allegation, assertion or claim that there is (i) ”significant deficiency”

in the internal controls over financial reporting of the Company or Parent, (ii) a “material weakness” in the internal

controls over financial reporting of the Company or Parent or (iii) fraud, whether or not material, that involves management or other

employees of the Company or Parent who have a significant role in the internal controls over financial reporting of the Company

or Parent.

3.5

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 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 hereby or thereby,

except for (i) compliance with and filings under the HSR Act and any other applicable Antitrust and Foreign Investment Laws,

(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) the filing of the Certificate of Merger or

(iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not

have a Company Material Adverse Effect.

(b)

None of the execution or delivery by the Company of this Agreement or any Ancillary Documents to which it is or will be a party, the

performance by the Company of its obligations hereunder or thereunder, or 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 a violation or breach of any

provision of the 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 Material Contract to which the Company is a party or (B) any Material Permits, (iii) violate,

or constitute a breach under, any Order or applicable Law to which the Company or any of its properties or assets are subject or bound

or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities

of the Company, except, in the case of any of clauses (ii) through (iv) above, as would not have a Company Material Adverse Effect.

3.6

Permits. The Company has all material Permits (the “Material Permits”) required to own, lease or operate

its properties and assets and to conduct its business as currently conducted. Each Material Permit is in full force and effect in

accordance with its terms and no written notice of suspension, limitation, revocation, cancellation, modification or termination

of any Material Permit has been received by the Company.

3.7

Material Contracts.

(a)

Section 3.7(a) of the Company Disclosure Schedules sets forth a list of the following Contracts to which the Company is a party

as of the date of this Agreement, excluding any Employee Benefit Plan (each Contract required to be set forth on Section 3.7(a)

of the Company Disclosure Schedules, together with each of the Contracts entered into after the date of this Agreement that would be required

to be set forth on Section 3.7(a) of the Company Disclosure Schedules if entered into prior to the execution and delivery of this

Agreement, collectively, the “Material Contracts”):

(i)

any Contract relating to Indebtedness for borrowed money of the Company or to the placing of a Lien (other than any Permitted Lien)

on any material assets or properties of the Company;

(ii)

any Contract under which the Company is lessee of or holds or operates, in each case, any tangible property (other than real property),

owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $250,000;

(iii)

any Contract under which the Company is lessor of or permits any third party to hold or operate, in each case, any tangible property

(other than real property), owned or controlled by the Company, except for any lease or agreement under which the aggregate annual rental

payments do not exceed $250,000;

(iv)

(A) any joint venture or partnership Contract, (B) any profit-sharing, partnership, collaboration, co-promotion, commercialization

or research or development Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence,

development, activity or event contemplated by such Contract), aggregate payments to or from the Company in excess of $1,000,000 over

the life of the Contract and (C) any Contract with respect to material Company Licensed Intellectual Property (other than Off-the-Shelf

Software);

(v)

any (A) In-bound License or (B) any Out-bound License;

(vi)

any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company to engage or compete in any

line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations

of SPAC or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions,

obligations or restrictions or (C) contains any other provisions restricting or purporting to materially restrict the ability of the Company

to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any

potential employee or customer;

(vii)

any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by the Company in

an amount in excess of (A) $250,000 annually or (B) $1,000,000 over the life of the agreement;

(viii)

any Contract requiring the Company to guarantee the Liabilities of any Person or pursuant to which any Person has guaranteed the Liabilities

of the Company, in each case in excess of $250,000;

(ix)

any Contract under which the Company has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment

to any Person or made any capital contribution to, or other investment in, any Person;

(x)

any Contract required to be disclosed on Section 3.19 of the Company Disclosure Schedules;

(xi)

any Contract with any Person (A) pursuant to which the Company (or SPAC or any of its Affiliates after the Closing) may be required

to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval,

sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company

grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other

similar rights with respect to any Company Product or any Intellectual Property Rights;

(xii)

any Contract (A) governing the terms of employment or services with any current employee or other natural service provider (1) providing

for annual base compensation in excess of $250,000 or (2) that is not terminable at will, without advance notice, or without severance

or other termination pay (other than as required by applicable Laws) or (B) providing for any success, change of control, retention, transaction

bonus or other similar payment or amount to any such Person solely as a result of this Agreement, any Ancillary Document or the transactions

contemplated hereby or thereby;

(xiii)

any collective bargaining agreement or other Contract with any labor organization, labor union, works council, employee delegate,

representative or other employee collective group;

(xiv)

any Contract for the disposition of any portion of the assets or business of the Company or for the acquisition by the Company of

the assets or business of any other Person, or under which the Company has any continuing obligation with respect to an “earn-out”,

contingent purchase price or other contingent or deferred payment obligation;

(xv)

any settlement, conciliation or similar Contract (A) the performance of which would be reasonably likely to involve any payments after

the date of this Agreement, (B) with a Governmental Entity or (C) that imposes or is reasonably likely to impose, at any time in the future,

any non-monetary obligations on the Company (or SPAC or any of its Affiliates after the Closing); and

(xvi)

any other Contract the performance of which requires either (A) annual payments to or from the Company in excess of $250,000 or (B)

aggregate payments to or from the Company in excess of $1,000,000 over the life of the agreement and, in each case, that is not terminable

by the Company without penalty upon less than thirty (30) days’ prior written notice.

(b)

(i) Each Material Contract is valid and binding on the Company and the counterparties thereto, and is in full force and effect

and enforceable in accordance with its terms against the Company and the counterparties thereto, (ii) the Company and, to the knowledge

of the Company, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has

occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material

Contract by the Company or, to the Company’s knowledge, the counterparties thereto. The Company has made available to SPAC true

and complete copies of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices, and similar

confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular

Contract or group of Contracts and that, in each case, do not contain any material executory or continuing terms, conditions, obligations

or rights).

3.8

Absence of Changes. During the period beginning on December 31, 2025 and ending on the date of this Agreement, (a) no Company Material

Adverse Effect has occurred and (b) except as expressly contemplated by this Agreement, any Ancillary Document or in connection with

the transactions contemplated hereby and thereby, (i) the Company has conducted its business in the ordinary course and (ii) the Company

has not taken any action that would require the consent of SPAC if taken during the period from the date of this Agreement until the Closing

pursuant to Section 5.1(b)(i), Section 5.1(b)(iv)(A), Section 5.1(b)(viii), Section 5.1(b)(xi), Section

5.1(b)(xiv) or Section 5.1(b)(xv).

3.9

Litigation. There is (and since the Lookback Date there has been) no Proceeding pending or, to the knowledge of the Company, threatened

against the Company or Parent (with respect to the Business) that, if adversely decided or resolved, has been or would reasonably be expected

to be, individually or in the aggregate, material to the Company. Neither the Company, Parent (with respect to the Business) nor any of

their respective properties or assets is, or since the Lookback Date has been, subject to any material Order. As of the date hereof, there

are no material Proceedings by the Company pending against any other Person.

3.10

Compliance with Applicable Law. The Company and Parent (with respect to the Business) (a) conduct (and since the Lookback Date

have conducted) their business in accordance with all Laws and Orders applicable to the Company and are not in violation of any such Law

or Order and (b) have not received any written communications or, to the Company’s knowledge, any other communications from a Governmental

Entity that alleges that the Company is not in compliance with any Law or Order, except in each case of clauses (a) and (b), as is not

and would not reasonably be expected to be, individually or in the aggregate, material to the Company.

3.11

Employee Plans.

(a)

Section 3.11(a) 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) other than (i) employment agreements and offer letters establishing

at-will employment or otherwise not obligating the Company to make any payments or provide any benefits upon termination of employment,

other than as may be required by applicable Law, in which case only the forms of agreements are listed, or (ii) individual consulting

or independent contractor agreements with natural persons that are terminable at-will or upon fewer than thirty (30) days’ notice,

in each case without any severance, termination or similar liability to the Company, other than as may be required by applicable Law.

With respect to each material Employee Benefit Plan, the Company has provided SPAC with true and complete copies of the documents

pursuant to which the plan is maintained, funded and administered.

(b)

Neither the Company nor any ERISA Affiliate has ever maintained, contributed to, or been required to contribute to or had any Liability

or obligation with respect to (whether contingent or otherwise): (i) a Multiemployer Plan; (ii) a “defined benefit plan”

(as defined in Section 3(35) of ERISA, whether or not subject to ERISA) or a plan that is or was subject to Title IV of ERISA or

Section 412 of the Code; (iii) a “multiple employer plan” within the meaning of Section 413(c) of the Code or Section 210

of ERISA; (iv) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA, or (v) a funded welfare

benefit plan within the meaning of Section 419 of the Code. Neither the Company nor any ERISA Affiliate provides or has any obligation

to provide any retiree or post-termination health or life insurance or other welfare-type benefits to any Person other than health

continuation coverage pursuant to COBRA or similar Law. The Company does not have any material Liabilities by reason of at any time being

considered a single employer under Section 414 of the Code with any other Person.

(c)

Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has timely received a favorable

determination or opinion or advisory letter from the Internal Revenue Service with respect to such qualification, and to the Company’s

knowledge there are no circumstances that could reasonably be expected to result in the loss of such qualification or require corrective

action to the IRS Employee Plans Compliance Resolution System to maintain such qualification. The Company has not incurred (whether or

not assessed) any material penalty or Tax under Section 4980H, 4980B, 4980D, 6721 or 6722 of the Code.

(d)

Each Employee Benefit Plan is and has been established, operated, and administered in all material respects in accordance with applicable

Law and with its terms.

(e)

As of the date of this Agreement, there are no pending or, to the Company’s knowledge, threatened claims or Proceedings with

respect to any Employee Benefit Plan (other than routine claims for benefits). There have been no non-exempt “prohibited

transactions” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA and no breaches of fiduciary duty

(as determined under ERISA) with respect to any Employee Benefit Plan, except as is not and would not reasonably be expected to be,

individually or in the aggregate, material to the Company. With respect to each Employee Benefit Plan, all contributions, distributions,

reimbursements and premium payments that are due have been timely made or accrued, except as is not and would not reasonably be expected

to be, individually or in the aggregate, material to the Company.

(f)

Except as set forth in Section 3.11(f) of the Company Disclosure Schedules, the execution and delivery of this Agreement and

the consummation of the transactions contemplated by this Agreement will not (alone or in combination with any other event) (i) result

in any payment or benefit becoming due to or result in the forgiveness of any indebtedness of any current or former director, officer,

employee, or individual independent contractor of the Company, (ii) increase the amount or value of any compensation or benefits

payable to any current or former director, officer, employee, or individual independent contractor of the Company or (iii) result

in the acceleration of the time of payment or vesting, or trigger any payment or funding of any compensation or benefits to any current

or former director, officer, employee, or individual independent contractor of the Company.

(g)

No amount that could be received (whether in cash or property or the vesting of property) by any “disqualified individual”

of the Company under any Employee Benefit Plan or otherwise as a result of the consummation of the transactions contemplated by this

Agreement could, separately or in the aggregate, be nondeductible under Section 280G of the Code or subjected to an excise tax under Section

4999 of the Code.

(h)

The Company does not have any obligation to make a “gross-up” or similar payment in respect of any taxes that may become

payable under Section 4999 or 409A of the Code.

(i)

The per share exercise price of each Parent Option is no less than the fair market value of a share of Parent Common Shares on the

date of grant of such Parent Option determined in a manner consistent with Section 409A of the Code. Each Employee Benefit Plan that constitutes

in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained

in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder.

(j)

Each Foreign Benefit Plan that is required to be registered or intended to be tax exempt has been registered (and, where applicable,

accepted for registration) and is tax exempt and has been maintained in good standing, to the extent applicable, with each Governmental

Entity. No Foreign Benefit Plan is a “defined benefit plan” (as defined in ERISA, whether or not subject

to ERISA) or has any material unfunded or underfunded Liabilities. All material contributions required to have been made by or on behalf

of the Company with respect to plans or arrangements maintained or sponsored by a Governmental Entity (including severance, termination

indemnities or other similar benefits maintained for employees outside of the U.S.) have been timely made or fully accrued. The Company

has not ever been a participating employer of a defined benefit or final salary pension scheme in the United Kingdom, including

without limitation, party to any guarantee, indemnity, arrangement or agreement of any kind relating to the funding of any defined

benefit scheme or which could give rise to any payment or contribution liability or any other liability of any kind to or in relation

to any defined benefit or final salary pension scheme.

3.12

Environmental Matters. Except as would not have a Company Material Adverse Effect:

(a)

The Company has not received any written communication or other communication from any Governmental Entity or any other Person regarding

any actual, alleged, or potential violation in any respect of, or a failure to comply in any respect with, any Environmental Laws.

(b)

There is (and since the Lookback Date there has been) no Proceeding pending or threatened in writing against the Company or Parent

(with respect to the Business) pursuant to Environmental Laws.

(c)

There has been no manufacture, release, treatment, storage, disposal, arrangement for disposal, transport or handling of, contamination

by, or exposure of any Person to, any Hazardous Substances.

(d)

The Company has made available to SPAC copies of all environmental assessments, audits and reports and all other material environmental,

health and safety documents that are in the Company’s possession or control relating to the current or former operations, properties

or facilities of the Company.

3.13

Intellectual Property.

(a)

Section 3.13(a) of the Company Disclosure Schedules sets forth a true and complete list of (i) all currently issued or pending

Company Registered Intellectual Property, (ii) Company Licensed Registered Intellectual Property and (iii) material unregistered Marks

and Copyrights owned by the Company, in each case, as of the date of this Agreement. Section 3.13(a) of the Company Disclosure

Schedules lists, for each item of Company Registered Intellectual Property and Registered Intellectual Property comprising the Company

Licensed Registered Intellectual Property as of the date of this Agreement (A) the record owner of such item, (B) the jurisdictions in

which such item has been issued or registered or filed, (C) the issuance, registration or application date, as applicable, for such

item and (D) the issuance, registration or application number, as applicable, for such item.

(b)

As of the date of this Agreement, all necessary fees and filings with respect to any Company Registered Intellectual Property

and, to the knowledge of the Company and Parent, any material Company Licensed Registered Intellectual Property have been timely submitted

to the relevant intellectual property office or Governmental Entity and Internet domain name registrars to maintain such Company Registered

Intellectual Property and Company Licensed Registered Intellectual Property in full force and effect. As of the date of this Agreement,

no issuance or registration obtained and no application filed by the Company or its licensor for any Intellectual Property Rights

has been canceled, abandoned, allowed to lapse or not renewed, except where the Company or its licensor has, in its reasonable business

judgment, decided to cancel, abandon, allow to lapse or not renew such issuance, registration or application. As of the date of this Agreement

there are no Proceedings pending, including litigations, interference, re-examination, inter partes review, reissue, opposition, nullity,

or cancellation proceedings pending that relate to any Company Registered Intellectual Property or any Company Licensed Registered Intellectual

Property and, to the knowledge of the Company and Parent, no such Proceedings are threatened by any Governmental Entity or any other Person.

(c)

The Company exclusively owns all right, title and interest in and to all Company Owned Intellectual Property free and clear of all

Liens or obligations to others (other than Permitted Liens). The Company has valid and enforceable rights under all Company Licensed Intellectual

Property free and clear of all Liens (other than Permitted Liens). For all Patents exclusively owned by the Company, each inventor on

the Patent has assigned their rights to the Company. For all Patents licensed to the Company, to the knowledge of the Company and Parent,

each inventor on the Patent has assigned their rights to the licensor of the Company. The Company and its Affiliates have not (i) transferred

ownership of any Company Owned Intellectual Property to any other Person, (ii) transferred any In-bound License to any Company Licensed

Intellectual Property to any other Person, (iii) granted any exclusive license with respect to any material Company Owned Intellectual

Property or material Company Licensed Intellectual Property to any other Person or (iv) granted any customer the right to use any Company

Product or service on anything other than a non-exclusive basis.

(d)

Section 3.13(d) of the Company Disclosure Schedules sets forth a list of all current Contracts pursuant to which the Company

(i) is granted a license, covenant not to sue, assert, or enforce, option, right of purchase or first or last refusal, or other right

in or to any material Company Licensed Intellectual Property (each, an “In-bound License”) or (ii) grants to

any third party a license, covenant not to sue, assert, or enforce, option, right of purchase or first or last refusal, or other

right in or to or under any material Company Owned Intellectual Property or Company Licensed Intellectual Property (each, an “Out-bound

License”), provided that, (x) In-bound Licenses shall not include (and Section 3.13(d)(i) of the Company Disclosure

Schedule may exclude) (A) licenses to Off-the-Shelf Software, (B) licenses to Public Software, (C) non-disclosure agreements and

(D) Contracts under which a non-exclusive license is granted to the Company that is incidental to the receipt of services or deliverables

and (y) Out-bound Licenses shall not include (and Section 3.13(d)(ii) of the Company Disclosure Schedule may exclude) Contracts under

which a non-exclusive license is granted by the Company that is incidental to the receipt of services or deliverables.

(e)

The Company Owned Intellectual Property and the Company Licensed Intellectual Property constitute all of the material Intellectual

Property Rights used or held for use by the Company in the operation of the Business. The Company Registered Intellectual Property and,

to the knowledge of the Company and Parent, the Company Licensed Registered Intellectual Property are valid, subsisting and enforceable,

and all of the Company’s rights in and to the Company Registered Intellectual Property, the Company Owned Intellectual Property

and, to the knowledge of the Company and Parent, the Company Licensed Intellectual Property are valid and enforceable (in each case, subject

to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’

rights and subject to general principles of equity).

(f)

The Company Registered Intellectual Property and, to the knowledge of the Company and Parent, the Registered Intellectual Property

comprising the Company Licensed Registered Intellectual Property are valid, subsisting and enforceable. All of the Company’s rights

in and to the Company Owned Intellectual Property and the Company Licensed Intellectual Property are valid and enforceable (in each case,

subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’

rights and subject to general principles of equity). No Proceeding is pending or threatened in writing against the Company or any of its

Affiliates, that challenges the validity, enforceability or ownership of, or the Company’s right to use, sell, exploit, license

or sublicense, any Company Owned Intellectual Property or to the knowledge of the Company and Parent, any Company Licensed Intellectual

Property.

(g)

All current and former founders, employees, consultants, independent contractors and service providers (including those engaged via

a third party such as an employer of record) who created any material Intellectual Property Rights in the course of their work or services

for the Company or any of its Affiliates (each, a “Contributor”) have executed a valid written agreement that

assigned to the Company or its Affiliates the Contributor’s right, title and interest in such Intellectual Property Rights, and

all such Intellectual Property Rights constitute Company Owned Intellectual Property. No Contributors have claimed any ownership interest

in any Company Owned Intellectual Property.

(h)

The Company and Parent (with respect to the Business) and, to the knowledge of the Company and Parent, the Affiliates of the Company

(with respect to the Business) have taken all reasonable steps to safeguard and maintain the secrecy of any trade secrets, know-how and

other confidential information owned by the Company. Without limiting the foregoing, the Company and Parent (with respect to the

Business) and, to the knowledge of the Company and Parent, the Affiliates of the Company (with respect to the Business) have not disclosed

any trade secrets, know-how or confidential information to any other Person unless such disclosure was under an appropriate written

non-disclosure agreement containing appropriate limitations on use, reproduction and disclosure. To the knowledge of the Company and Parent,

there has been no violation or unauthorized access to or disclosure of any trade secrets, know-how or confidential information of

or in the possession of the Company or Parent (with respect to the Business) or, to the knowledge of the Company and Parent, the Affiliates

of the Company (with respect to the Business), or of any written obligations with respect to such.

(i)

No Governmental Entity, university, college or other educational institution, multi-national, bi-national or international organization,

or research center has any ownership interest in or license to, or has the right to obtain any ownership interest in or license to (including

no assignment, grant-back, license, march-in or other rights to), any Company Owned Intellectual Property.

(j)

None of the Company Owned Intellectual Property and, to the knowledge of the Company and Parent, none of the Company Licensed Intellectual

Property is subject to any outstanding Order that (i) restricts in any manner the use, sale, transfer, licensing or exploitation thereof

by the Company or affects the validity, use or enforceability of any such Company Owned Intellectual Property and any such Company

Licensed Intellectual Property, (ii) restricts the conduct of Business to accommodate a third party’s Intellectual Property Rights,

or (iii) grants any third party any ownership or exclusive rights with respect to any such Company Owned Intellectual Property or any

Company Licensed Intellectual Property.

(k)

To the knowledge of the Company, the conduct of the Business does not infringe, constitute or result from an unauthorized use or misappropriation

of or otherwise violate any Intellectual Property Rights of any other Person.

(l)

Since the Lookback Date, there is no Proceeding pending nor has the Company or Parent (with respect to the Business) or, to the knowledge

of the Company and Parent, the Affiliates of the Company (with respect to the Business) received any written communications (i) alleging

that the Company or Parent (with respect to the Business) or, to the knowledge of the Company and Parent, the Affiliates of the Company

(with respect to the Business) has infringed, misappropriated or otherwise violated any Intellectual Property Rights of any other Person,

(ii) challenging the validity, enforceability, use or exclusive ownership of any Company Owned Intellectual Property or, to the knowledge

of the Company and Parent, of any Company Licensed Intellectual Property, or (iii) inviting the Company or Parent (with respect to the

Business) or, to the knowledge of the Company and Parent, the Affiliates of the Company (with respect to the Business) to take a license

under any Patent or consider the applicability of any Patents to any products or services of the Company or to the conduct of the Business.

(m)

To the knowledge of the Company and Parent, no Person is infringing, misappropriating, misusing, diluting or violating any Company

Owned Intellectual Property or any Company Licensed Intellectual Property in any material respect. Since the Lookback Date, neither the

Company nor Parent (with respect to the Business) nor, to the knowledge of the Company and Parent, the Affiliates of the Company (with

respect to the Business) has made any written claim against any Person alleging any infringement, misappropriation or other violation

of any Company Owned Intellectual Property or any Company Licensed Intellectual Property in any material respect.

(n)

The consummation of the transactions contemplated in this Agreement will not, under any of the terms, conditions, or provisions of

any Material Contract, result in the creation of any Lien (other than a Permitted Lien) upon or give rise to any obligation on the Company

or Parent (with respect to the Business) or, to the knowledge of the Company or Parent, the Affiliates of the Company (with respect to

the Business) to obtain any third party Consent or provide any notice to any Person with respect to any Company Owned Intellectual Property

or any Company Licensed Intellectual Property or any other Intellectual Property Rights used in the Business.

(o)

To the knowledge of the Company and Parent, the Company either owns, or has valid licenses or rights to use, all Intellectual Property

Rights required and Regulatory Permits to carry on the Business as currently conducted. No Affiliate of the Company holds any right, title

or interest in or to any Intellectual Property Rights or Regulatory Permits that is necessary for the Exploitation of any Company Product

or the conduct of the Business.

(p)

To the knowledge of the Company and Parent, the Company has obtained, possesses and is in compliance with valid licenses to use all

of the Software present on the computers and other Software-enabled electronic devices that it owns or leases or that is otherwise used

by the Company and/or its employees in connection with the Company business, except as is not and would not reasonably be expected to

be, individually or in the aggregate, material to the Company. The Company has not disclosed or delivered to any escrow agent or any other

Person, other than employees or contractors who are subject to confidentiality obligations, any of the source code that is Company

Owned Intellectual Property, and no other Person has the right, contingent or otherwise, to obtain access to or use any such source code.

To the Company’s knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse

of time or both) will, or would reasonably be expected to, result in the delivery, license or disclosure of any source code that is owned

by the Company or otherwise constitutes Company Owned Intellectual Property to any Person who is not, as of the date the event occurs

or circumstance or condition comes into existence, a current employee or contractor of the Company subject to confidentiality obligations

with respect thereto.

3.14

Labor Matters.

(a)

The Company and Parent (with respect to the Parent Business Employees) are, and since the Lookback Date have been, in compliance in

all material respects with all applicable Laws respecting employment, employment practices, and terms and conditions of employment, including,

without limitation, regarding worker classification, prohibited discrimination, equal employment opportunities, fair employment practices,

meal and rest periods, work authorization, immigration status, employee safety and health, wages and hours (including overtime wages),

compensation and hours of work. Since the Lookback Date, (i) the Company and Parent (with respect to the Parent Business Employees) do

not have any material Liability for any arrears of wages or other compensation for services (including salaries, wage premiums, commissions,

fees or bonuses), or any penalty or other sums for failure to comply with any of the foregoing, and do not have any material Liability

for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment

compensation benefits, social security, social insurances or other benefits or obligations for any employees of the Company

and Parent (with respect to the Parent Business Employees) (other than routine payments to be made in the normal course of business);

and (ii) the Company and Parent (with respect to the Parent Business Employees) have withheld all amounts required by applicable Law or

by agreement to be withheld from wages, salaries and other payments to employees of the Company and Parent (with respect to the Parent

Business Employees), except as has not and would not reasonably be expected to result in, individually or in the aggregate, material Liability

to the Company. Neither the Company nor Parent (with respect to the Parent Business Employees) is, and since the Lookback Date has been,

a party to a conciliation agreement, consent decree or other agreement or Order with any federal, state, or local agency or governmental

authority with respect to employment practices.

(b)

Since the Lookback Date, there has been no “mass layoff” or “plant closing” as defined by WARN or

similar action requiring notice under WARN, in each case related to the Company or Parent (with respect to the Parent Business Employees)

and there are no such actions currently contemplated, planned, or announced. The Company and Parent (with respect to the Parent Business

Employees) have not incurred any material Liability under WARN and will not incur any material Liability under WARN as a result of the

transactions contemplated by this Agreement.

(c)

Neither the Company nor Parent (with respect to the Parent Business Employees) are or have ever been, a party to or bound by any collective

bargaining agreements or other agreements with any labor organization, labor union, works council or other employee representative or

any other Contract with a labor union, labor organization, works council, employee delegate, representative or other employee collective

group nor is there any duty on the part of the Company to bargain with any labor union, labor organization, works council, employee delegate,

representative or other employee collective group. Since the Lookback Date, there has been no actual or, to the Company’s knowledge,

threatened unfair labor practice charges, material grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing,

hand billing or other material labor disputes against or affecting the Company or Parent (with respect to the Parent Business Employees).

To the Company’s knowledge, since the Lookback Date, there have been no labor organizing activities with respect to any employees

of the Company or Parent (with respect to the Parent Business Employees).

(d)

Since the Lookback Date, no allegations of discrimination, sexual harassment, sexual misconduct or retaliation have been made against

any officer, director, employee or contingent worker related to their employment or engagement with the Company or Parent (with respect

to the Business), and neither the Company nor Parent (with respect to the Parent Business Employees) has entered into any settlement agreement

or conducted any investigation related to any such allegations. To the knowledge of the Company, there are no facts that would reasonably

be expected to give rise to a claim of sexual harassment or sexual misconduct against or involving the Company or any of its officer,

director, or managerial employees. In each case to the extent required by applicable Law, the Company and Parent (with respect to the

Parent Business Employees) have established and distributed to their employees a policy against harassment and a complaint procedure and

have required all current employees to undergo anti-harassment training.

(e)

Section 3.14(e) of the Company Disclosure Schedules sets forth a true and complete list, as of the date of this Agreement,

of all employees of the Company and Parent (with respect to the Parent Business Employees), including, for each such employee: name; job

title; method of compensation (e.g., salary, hourly, or commission); rate of base compensation (e.g., annual base salary (if salaried),

hourly rate (if hourly)); classification as exempt or non-exempt under applicable wage and hour Law; annual bonus and/or commission opportunity;

date of hire; work location (city, state, country); accrued and unused vacation/paid time off; status (i.e., active or inactive and, if

inactive, the type of leave and anticipated end date); and visa or work permit status (and, if applicable, visa type and the date of expiration).

(f)

Section 3.14(f) of the Company Disclosure Schedules sets forth a true and complete list of all of the natural persons directly

engaged as individual independent contractors and other contingent workers by the Company and Parent (with respect to the Business) as

of the date of this Agreement, showing for each such worker: the nature of services provided; the name of the contracting party; initial

date of engagement; anticipated end date of engagement; work location (city, state, country); fee or other compensation arrangements;

average hours worked per week; and whether the Company or Parent has a written Contract with such worker.

(g)

Except as contemplated by this Agreement or as set forth on Section 3.14(g) of the Company Disclosure Schedules: (i) to the

knowledge of the Company, no officer, director, or other management-level employee, or group of employees or contingent workers of the

Company or Parent (with respect to the Parent Business Employees), has expressed an intention to terminate his, her or their employment

or service arrangement with the Company or Parent (with respect to the Parent Business Employees) within the first twelve (12) months

following the Closing; and (ii) in the past twelve (12) months, no officer, director, or other management-level employee of the Company

or Parent (with respect to the Parent Business Employees) has terminated his or her employment or engagement or had his or her employment

or engagement terminated for any reason.

3.15

Insurance. Section 3.15 of the Company Disclosure Schedules sets forth a list of all policies of fire, liability, workers’

compensation, property, casualty and other forms of insurance owned or held by the Company as of the date of this Agreement. All such

policies are in full force and effect, all premiums due and payable thereon as of the date of this Agreement have been paid in full

as of the date of this Agreement, and true and complete copies of all such policies have been made available to SPAC. As of the date of

this Agreement, no claim by the Company is pending under any such policies as to which coverage has been denied or disputed, or rights

reserved to do so, by the underwriters thereof, except as is not and would not reasonably be expected to be, individually or in the aggregate,

material to the Company.

3.16

Tax Matters.

(a)

The Company has prepared and filed all income and other 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 the Company has paid all material Taxes required to have been paid by it regardless of whether shown on a Tax Return.

(b)

The Company 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)

The Company is not currently the subject of a Tax audit or examination with respect to material Taxes. The Company has not been informed

in writing of the commencement or anticipated commencement of any Tax audit or examination that has not been resolved or completed in

each case with respect to material Taxes.

(d)

The Company 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.

(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 Tax Law), private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into

or issued by any Tax Authority with respect to the Company which agreement or ruling would be effective after the Closing Date.

(f)

The Company is not or has not 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 Tax Law).

(g)

There are no Liens for material Taxes on any assets of the Company other than Permitted Liens.

(h)

During the two (2)-year period ending on the date of this Agreement, the Company was not a distributing corporation or a controlled

corporation in a transaction purported or intended to be governed by Section 355 of the Code.

(i)

The Company (i) has not been a member of an affiliated group filing a consolidated federal income Tax Return or (ii) has

any material Liability for the Taxes of any Person under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state,

local or non-United States Law), as a transferee or successor or by Contract (other than any Contract the principal purpose of which does

not relate to Taxes).

(j)

No written claims have ever been made by any Tax Authority in a jurisdiction where the Company does not file Tax Returns that

the Company is or may be subject to taxation by that jurisdiction, which claims have not been resolved or withdrawn.

(k)

The Company is not a party to any Tax allocation, Tax sharing or Tax indemnity or similar agreements (other than one that is included

in a Contract entered into in the ordinary course of business that is not primarily related to Taxes) and the Company is not a party to

any joint venture, partnership or other arrangement that is treated as a partnership for U.S. federal income Tax purposes.

(l)

The Company is a tax resident only in its jurisdiction of incorporation.

(m)

The Company does not have a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office

or fixed place of business in a country other than the country in which it is organized.

(n)

The Company has not taken or has not agreed to take any action not contemplated by this Agreement and/or any Ancillary Document that

could reasonably be expected to prevent (i) the Domestication or (ii) the Merger and Second Merger (taken together) from qualifying for

the Intended Tax Treatment. To the knowledge of the Company, 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 of any SPAC Party or any of their respective Affiliates not contemplated by this Agreement and/or any of the Ancillary Documents,

that could reasonably be expected to prevent (i) the Domestication or (ii) the Merger and Second Merger (taken together) from qualifying

for the Intended Tax Treatment.

(o)

The representations and warranties set forth in this Section 3.16 are made solely with respect to Tax matters relating to Pre-Closing

Tax Periods of the Company and shall not be construed as a representation or warranty with respect to (a) the Tax basis of any asset,

property, or equity interest of the Company, (b) the existence, amount, character, or availability of any net operating loss, credit carryforward,

or other Tax attribute of the Company (including the effect of the Merger or any prior ownership change on the availability of any such

Tax attribute under Section 382, 383, or 384 of the Code or any analogous provision of state, local, or foreign Tax law), or (c) except

provided in Section 3.16(n) or Section 5.5(a), the Tax consequences of the Merger or any other transaction to Parent, Merger

Sub, or any of their respective Affiliates.

3.17

Brokers. Except for fees (including the amounts due and payable assuming the Closing occurs) set forth on Section 3.17 of the

Company Disclosure Schedules, 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 the Company has any obligation.

3.18

Real Property.

(a)

Owned Real Property. The Company does not own any real property.

(b)

Leased Real Property. Section 3.18(b) of the Company Disclosure Schedules sets forth a true and complete list (including street

addresses) of all real property leased by the Company (the “Leased Real Property”) and all Real Property Leases

pursuant to which the Company is a tenant or landlord as of the date of this Agreement. True and complete copies of all such Real Property

Leases have been made available to SPAC. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation

of the Company party thereto, enforceable in accordance with its terms against the Company and, to the Company’s knowledge, each

other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the

enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company

or, to the Company’s knowledge, any third party under any Real Property Lease, and, to the Company’s knowledge, no event has

occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property

Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property

Lease. The Company’s possession and quiet enjoyment of the Leased Real Property under any Real Property Lease has not been materially

disturbed, and to the Company’s knowledge there are no material disputes with respect to any Real Property Lease. Except as set

forth in Section 3.18(b) of the Company Disclosure Schedules, as of the date hereof, the Company has not (i) subleased, licensed

or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; or (ii) collaterally assigned

or granted any other security interest in any Real Property Lease or any interest therein.

3.19

Transactions with Affiliates. Section 3.19 of the Company Disclosure Schedules sets forth all Contracts between (a) the Company,

on the one hand, and (b) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate

of the Company or any family member of the foregoing Persons, on the other hand (each Person identified in this clause (b), a “Company

Related Party”), other than (i) Contracts with respect to a Company Related Party’s employment or engagement with

(including without limitation benefit plans and other ordinary course compensation from) the Company entered into in the ordinary

course of business, (ii) Contracts with respect to a Company Stockholder’s or a holder of Equity Securities of the Company or Parent

Options 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). No Company Related Party (A) is a director or executive officer of, any

Person which is a supplier or vendor of the Company or (B) owes any material amount of money to, or is owed any material amount of money

by, the Company pursuant to an arms’-length transaction (other than accrued compensation, employee benefits, employee or director

expense reimbursement, in each case, in the ordinary course of business or pursuant to any transaction entered into after the date of

this Agreement that is either permitted pursuant to Section 5.1(b) or entered into in accordance with Section 5.1(b)). All

Contracts, arrangements, understandings, interests and other matters that are required to be disclosed pursuant to this Section 3.19

are referred to herein as “Company Related Party Transactions”.

3.20

Title to and Sufficiency of Assets.

(a)

The Company has good and valid title to, or a valid leasehold interest in or right to use, all of its tangible assets that are material

to the Business as currently conducted, free and clear of all Liens other than (i) Permitted Liens and (ii) Liens set forth on Section

3.20(a) of the Company Disclosure Schedules.

(b)

Except as set forth on Section 3.20(b) of the Company Disclosure Schedule, (i) the material assets (including contractual rights

and intellectual property) of the Company constitutes all of the material assets, rights and properties that are used or held for use

in, or are otherwise necessary for the Exploitation of the Company Products and the operation of the Business as currently conducted and

as contemplated to be conducted (other than, for the avoidance of doubt, with respect to any stages of development or commercialization

of a Company Product after the stage of development set forth across from such Company Product on Section 3.20(b) of the Company

Disclosure Schedule), (ii) the material assets of the Company are sufficient for the Exploitation of the Company Products and the operation

of the Business as currently conducted and as contemplated to be conducted (other than, for the avoidance of doubt, with respect to any

stages of development or commercialization of a Company Product after the stage of development set forth across from such Company Product

on Section 3.20(b) of the Company Disclosure Schedule), and (iii) the Company owns, or has valid licenses or other rights to use,

all material assets, rights and properties (including all intellectual property, Regulatory Permits, clinical data and clinical trial

agreements) that are necessary for the Exploitation of the Company Products and the operation of the Business as currently conducted and

as contemplated to be conducted (other than, for the avoidance of doubt, with respect to any stages of development or commercialization

of a Company Product after the stage of development set forth across from such Company Product on Section 3.20(b) of the Company

Disclosure Schedule), free and clear of all Liens other than Permitted Liens.

(c)

As of the Closing, assuming the receipt of all required third party Consents and provision of all required notices to third parties

in connection with the transactions contemplated by this Agreement and except as set forth in Section 3.20(c) of the Company Disclosure

Schedule, no asset, right or property necessary for the Exploitation of the Company Products or the operation of the Business as currently

conducted (including any right, title, or interest in or to any (i) intellectual property primarily relating to the Company Products,

(ii) Regulatory Permits, IND Applications or marketing authorization application primarily relating to the Company Products, (iii) clinical

data, study reports, regulatory correspondence or pharmacovigilance data primarily related to the Company Products, or (iv) clinical trial

agreements, CRO agreements or manufacturing or supply agreements primarily relating to the Company Products) will be held by, or registered

or recorded in the name of, Parent or any of its Affiliates (other than the Company).

(d)

For the avoidance of doubt, nothing in this Section 3.20 shall be interpreted as a representation or warranty regarding the

infringement or non-infringement of intellectual property of a third party.

3.21

Data Privacy and Security.

(a)

The Company has implemented written policies relating to the Processing of Personal Data as and to the extent required by applicable

Law (“Privacy and Data Security Policies”).

(b)

The Company has not received written notice of any pending Proceedings, nor have there been any Proceedings against the Company initiated

by (i) any Person; (ii) the United States Federal Trade Commission, any state attorney general or similar state official; or (iii)

any other Governmental Entity, in each case, alleging that any Processing of Personal Data by or on behalf of the Company (A) is in violation

of any applicable Privacy Laws or (B) is in violation of any Privacy and Data Security Policies.

(c)

Since the Lookback Date, (i) there has been no material unauthorized access, use or disclosure of Personal Data in the possession

or control of the Company or Parent (with respect to the Business); (ii) there have been no material security breaches; and (iii)

there have been no material unauthorized intrusions or breaches of security into the Company systems.

(d)

The Company owns or has a license to use the Company IT Systems as necessary to operate the business of the Company as currently conducted.

3.22

Compliance with International Trade & Anti-Corruption Laws.

(a)

Neither the Company, Parent (with respect to the Business), nor any of their respective officers, directors, or employees or,

to the Company’s knowledge, any of their other Representatives, or any other Persons acting for or on behalf of any of the foregoing,

is or has been, since April 24, 2019, (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 ordinarily resident in a country or territory which is itself the subject of

or target of any Sanctions and Export Control Laws (at the time of this Agreement, Cuba, Iran, North Korea, Syria (prior to July 1, 2025),

and the Crimea, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic regions of Ukraine, collectively,

“Sanctioned Countries”); (iii) an entity 50% or more owned, directly or indirectly, by one or more Persons described

in clause (i) or (ii); (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) - (iii)

or any Sanctioned Country in violation of Sanctions and Export Control Laws; or (v) otherwise engaged in any direct or indirect transactions

or dealings in violation of Sanctions and Export Control Laws. There are no pending or, to the Company’s knowledge, threatened claims

against the Company or Parent, nor any actions, conditions, facts, or circumstances that would reasonably be expected to give rise to

any material future claims, with respect to Sanctions and Export Control Laws. The Company and Parent have established sufficient internal

controls and procedures reasonably designed to promote compliance with Sanctions and Export Control Laws, in each case commensurate with

the nature and risk profile of the Company, Parent and their respective businesses.

(b)

In the past five (5) years, neither the Company, Parent (with respect to the Business), nor any of their respective officers,

directors, or employees acting in such capacity on behalf of the Company or Parent (with respect to the Business) or, to the Company’s

knowledge, any of their other Representatives, or any other Persons (in each case, while acting for or on behalf of any of the foregoing)

has, directly or indirectly, (i) made, offered, promised, paid, solicited, requested, or received any unlawful bribes, kickbacks

or other similar payments or anything of value to or from any Person, including any government official, (ii) made or paid any unlawful

contributions to a domestic or foreign political party or candidate or (iii) otherwise made, offered, received, solicited, requested,

authorized, promised or paid any improper payment or anything of value under any Anti-Corruption Laws. The Company and Parent have maintained

systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to promote compliance

with the Anti-Corruption Laws, and to ensure that all books and records of the Company accurately and fairly reflect, in reasonable detail,

all transactions and dispositions of funds and assets. Neither the Company, Parent (with respect to the Business), nor any of their respective

officers, directors, or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution or other enforcement

action related to Anti-Corruption Laws.

3.23

Not a Covered Outbound Investment.

(a)

Each of the Company and Parent either is not (i) a “person of a country of concern” or (ii) engaged in any “covered

activity,” as these terms are defined in 31 C.F.R. Part 850, as implemented or revised from time to time (the “Outbound

Investment Security Program”).

(b)

Neither the Company nor Parent has any intention of becoming a “person of a country of concern” that engages in any “covered

activity.”

(c)

Neither the Company nor Parent is, and does not intend to become, a person that directly or indirectly holds a board seat or a voting

or equity interest in, or any contractual power to direct or cause the direction of the management or policies of, any “covered

foreign person” as defined in the Outbound Investment Security Program.

3.24

TID U.S. Business. The Company does not (a) produce, design, test, manufacture, fabricate, or develop one or more “critical

technologies” within the meaning of the Defense Production Act of 1950, as amended, including all implementing regulations thereof

(the “DPA”), (b) own, operate, maintain, supply, manufacture, or service “covered investment critical

infrastructure” within the meaning of the DPA (where such activities are covered by column 2 of Appendix A to 31 C.F.R. Part 800);

or (c) maintain or collect, directly or indirectly, “sensitive personal data” of U.S. citizens (within the meaning of the

DPA).

3.25

Data Security Program. Neither the Company nor Parent is a “covered person” as that term is defined in Executive Order

14117 and rules and regulations issued thereunder, including 28 C.F.R. Part 202, as implemented or amended from time to time (the “DSP”).

Since April 8, 2025, the Company has not engaged in or directed any “covered data transaction,” as that term is defined in

the DSP, except in compliance with the DSP.

3.26

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company expressly for inclusion or

incorporation by reference prior to the Closing in the Registration Statement / Proxy Statement will, when the Registration Statement

/ Proxy Statement is declared effective or when the Registration Statement / Proxy Statement is mailed to the Pre-Closing SPAC Holders

or at the time of the SPAC Shareholders Meeting, and in the case of any amendment thereto, at the time of such amendment, 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.

3.27

Regulatory Compliance.

(a)

The Company and Parent (with respect to the Business) are, and since the Lookback Date, have been, in compliance in all material respects

with all applicable Healthcare Laws and any other similar Law administered or promulgated by the FDA or other comparable Governmental

Entity responsible for regulation of the research, development, pre-clinical and clinical testing, manufacturing, storage, supply, approval,

sale, marketing, distribution and importation or exportation of drug and biological products (each, a “Drug Regulatory Agency”),

except for any noncompliance, either individually or in the aggregate, which would not be material to the Company. The Company has not

received written notification of any pending or threatened action from a Drug Regulatory Agency alleging that any operation or activity

of the Company is in material violation of any applicable Healthcare Law. The Company and Parent (with respect to the Business) maintain,

and have since the Lookback Date maintained, all material Regulatory Permits necessary to operate its business, and is not in breach or

violation of, or default under, any such Regulatory Permit in any material respect.

(b)

The Company has not received notice of any investigation, claim, suit, proceeding, audit or other action by any Governmental Entity

nor, to the knowledge of the Company, has any such proceeding been threatened against the Company. There is no agreement, judgment, injunction,

order or decree binding upon the Company, which (i) has or would reasonably be expected to have the effect of prohibiting or materially

impairing any business practice of the Company, any acquisition of material property by the Company, or the conduct of business by the

Company, as currently conducted, (ii) is reasonably likely to have an adverse effect on the Company’s ability to comply with or

perform any covenant or obligation under this Agreement, or (iii) is reasonably likely to have the effect of preventing, delaying, making

illegal or otherwise interfering with the transactions contemplated hereby.

(c)

There are no proceedings pending or, to the knowledge of the Company, threatened against the Company, with respect to an alleged material

violation by the Company, of the FDCA, PHSA or any other similar Law administered or promulgated by any Drug Regulatory Agency. There

has not been and is not now any Form FDA-483 observation, civil, criminal or administrative action, suit, demand, claim, complaint, hearing,

investigation, demand letter, warning letter, untitled letter, notice of violation, seizure, injunction, or proceeding pending or in effect

against the Company or any of its respective officers and employees, and the Company does not have any liability for failure to comply

with the FDCA, PHSA, or other similar Laws. To the knowledge of the Company, none of its contract manufacturers, contract research organizations,

laboratories, investigators or clinical study sites, have received any Form FDA-483, warning letter, untitled letter, or other similar

correspondence or notice from a Drug Regulatory Agency alleging or asserting material noncompliance with any applicable Healthcare Law

or relating to the Company Products.

(d)

Since the Lookback Date, all material reports, documents, claims, and notices required to be filed, maintained or furnished to a Drug

Regulatory Agency by the Company or Parent (with respect to the Business) have been so filed, maintained or furnished. To the knowledge

of the Company, all such reports, documents, claims, and notices were complete and accurate on the date filed (or were corrected in or

supplemented by a subsequent filing). Neither the Company, any of its directors, managers, officers, employees, nor to the knowledge

of the Company, any individual independent contractors or agents, including clinical trial investigators, coordinators, or monitors (i)

have been excluded or debarred from any federal healthcare program (including Medicare or Medicaid) and/or any other healthcare program

or reimbursement agreement or (ii) have received notice from the FDA, any other Governmental Entity and/or any health insurance institution

with respect to debarment, disqualification or restriction. Neither the Company, their officers, directors, employees, nor to

the knowledge of the Company, any agents or contractors have been convicted of any crime or engaged in any conduct for which (A) debarment

is mandated or permitted by 21 U.S.C. § 335a or (B) such Person could be excluded from participating in the federal healthcare programs

under Section 1128 of the Social Security Act or any similar law. To the knowledge of the Company, no officer, employee or agent

of the Company has (x) made any untrue statement of material fact or fraudulent statement to the FDA or any other Governmental Entity;

(y) failed to disclose a material fact required to be disclosed to the FDA or any other Governmental Entity; or (z) committed an act,

made a statement or failed to make a statement that would reasonably be expected to provide the basis for the FDA or any other Governmental

Entity to refuse to grant a Regulatory Permit for any Company Product or would reasonably be expected to provide a reasonable basis for

the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set

forth in 56 Fed. Reg. 46191 (September 10, 1991), or for another Drug Regulatory Agency to take action under a comparable policy.

(e)

All clinical, preclinical and other studies and tests conducted by or on behalf of, or sponsored by, the Company, or in which the

Company has participated or any Company Product has been evaluated, were and, if still pending, are being conducted in all material respects

in accordance with standard medical and scientific research procedures, all applicable clinical trial protocols and informed consents,

and in compliance in all material respects with the applicable regulations of any applicable Drug Regulatory Agency and other applicable

Law, including the Good Clinical Practice (“GCP”) regulations under 21 C.F.R. Parts 50, 54, 56 and 312 and Good

Laboratory Practice (“GLP”) regulations under 21 C.F.R. Part 58. No preclinical study or clinical trial conducted

by or on behalf of the Company or evaluating any Company Product has been terminated or suspended prior to completion for safety or noncompliance

reasons. Since the Lookback Date, neither the Company nor Parent (with respect to the Business) has received any notices, correspondence,

or other communications from any Drug Regulatory Agency, institutional review board or ethics committee requiring, or to the knowledge

of the Company, threatening to initiate, the termination or suspension of any clinical studies conducted by or on behalf of, or sponsored

by, the Company or in which the Company has participated or any Company Product has been evaluated.

(f)

To the Company’s knowledge, no data generated with respect to any Company Product is the subject of any pending or threatened

regulatory action by any Drug Regulatory Agency relating to the truthfulness or scientific integrity of such data.

3.28

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, the SPAC Parties and (ii) it has been furnished with or given access to such documents

and information about the SPAC Parties 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, 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 any SPAC Party, any SPAC 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 the SPAC Parties, any SPAC 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.

3.29

EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO ANY SPAC PARTY OR ANY OF THEIR RESPECTIVE

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 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 COMPANY THAT HAVE BEEN MADE AVAILABLE TO ANY SPAC PARTY, OR ANY

OF THEIR REPRESENTATIVES OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF THE COMPANY 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 ANY

SPAC PARTY OR SPAC 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 3 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 OR ON BEHALF OF THE COMPANY

ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF THE COMPANY, ANY COMPANY NON-PARTY AFFILIATE OR ANY

OTHER PERSON, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY ANY SPAC PARTY OR SPAC NON-PARTY AFFILIATE IN EXECUTING, DELIVERING

OR PERFORMING THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Article

REPRESENTATIONS AND WARRANTIES RELATING TO THE SPAC PARTIES

Subject to Section 8.8,

except (a) as set forth on the SPAC Disclosure Schedules, or (b) except as set forth in any SPAC SEC Reports filed or furnished with the

SEC prior to the date of this Agreement (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), each SPAC Party, jointly and not severally, hereby represents and warrants to the Company and Parent, in each

case, as of the date of this Agreement and as of the Closing Date (except for representations and warranties that are made as of a specific

date, which are made only as of such date), as follows:

4.1

Organization and Qualification. Each SPAC Party is an exempted company, corporation, limited liability company or other applicable

business entity duly organized, incorporated or formed, as applicable, validly existing 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)

under the Laws of its jurisdiction of organization, incorporation or formation (as applicable).

4.2

Authority.

(a)

Each SPAC Party has the requisite exempted company, corporate, limited liability company 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 and to consummate the transactions contemplated

hereby and thereby. Subject to the receipt of the SPAC Shareholder Approval, the execution and delivery of this Agreement, the Ancillary

Documents to which a SPAC Party 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, limited liability company or other similar action on the part of such SPAC Party. This Agreement

has been and each Ancillary Document to which a SPAC Party is or will be a party will be, upon execution thereof, duly and validly executed

and delivered by such SPAC Party and constitutes or will constitute, upon execution thereof, as applicable, a valid, legal and binding

agreement of such SPAC Party (assuming this Agreement has been and the Ancillary Documents to which such SPAC Party 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 such SPAC Party 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).

The SPAC Shareholder Approval is the only vote of the holders of any class or series of capital stock of SPAC required to approve and

adopt this Agreement, the Ancillary Documents to which SPAC is or is contemplated to be a party, the performance of SPAC’s obligations

hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby (including the Merger).

(b)

The SPAC Board has (a) determined that it is in the best interests of SPAC and the shareholders of SPAC, and declared

it advisable, to enter into this Agreement and other Ancillary Documents to which it is a party, (b) approved the execution and delivery

of this Agreement and the other Ancillary Documents to which it is a party and the transactions contemplated hereby, and (c) adopted a

resolution recommending the Transaction Proposals be approved and adopted by the shareholders of SPAC.

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 a SPAC Party with respect to such SPAC Party’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 hereby or thereby, except

for (i) compliance with and filings under the HSR Act and any other applicable Antitrust and Foreign Investment Laws, (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 with and approvals of Nasdaq to permit the SPAC

Shares to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed

on Nasdaq, (iv) such filings and approvals required in connection with the Domestication, the SPAC Certificate of Incorporation

and the SPAC Bylaws, (v) the filing of the Certificate of Merger, (vi) the approvals and consents to be obtained by Merger Sub

pursuant to Section 5.9, (vii) the SPAC Shareholder Approval or (viii) any other consents, approvals, authorizations, designations,

declarations, waivers or filings, the absence of which would not have a SPAC Material Adverse Effect.

(b)

Subject to the receipt of the SPAC Shareholder Approval, none of execution or delivery by a SPAC Party of this Agreement or any Ancillary

Document to which it is or will be a party, the performance by a SPAC Party of its obligations hereunder or thereunder or the consummation

by a SPAC Party 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 a violation or breach of any provision of the Governing Documents of a SPAC Party, (ii) 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 a SPAC Party is a party, (iii) violate,

or constitute a breach under, any Order or applicable Law to which any such SPAC Party or any of its properties or assets are subject

or bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities

of a SPAC Party, except in the case of any of clauses (ii) through (iv) above, as would not have a SPAC Material Adverse Effect.

4.4

Brokers. Except for fees (including the amounts due and payable assuming the Closing occurs) set forth on Section 4.4 of the

SPAC Disclosure Schedules, 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 any SPAC Party or any of its Affiliates for which a SPAC Party has any obligation.

4.5

Information Supplied. None of the information supplied or to be supplied by or on behalf of either SPAC Party expressly for inclusion

or incorporation by reference prior to the Closing in the Registration Statement / Proxy Statement will, when the Registration Statement

/ Proxy Statement is declared effective or when the Registration Statement / Proxy Statement is mailed to the Pre-Closing SPAC Holders

or at the time of the SPAC Shareholders Meeting, and in the case of any amendment thereto, at the time of such amendment, 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; provided, however, notwithstanding

the foregoing provisions of this Section 4.5, no representation or warranty is made by any SPAC Party with respect to information

or statements made or incorporated by reference in the Registration Statement / Proxy Statement that were not supplied by or on behalf

of the SPAC Parties for use therein.

4.6

Capitalization of the SPAC Parties.

(a)

The authorized share capital of SPAC is $22,100 divided into (i) 200,000,000 SPAC Class A Shares, of which 7,800,000 are issued and

outstanding as of the date of this Agreement, (ii) 20,000,000 SPAC Class B Shares, of which 1,875,000 are issued and outstanding as of

the date of this Agreement and all of which are held entirely by Sponsor following its surrender of 281,250 SPAC Class B Shares and (iii)

1,000,000 SPAC Preference Shares, none of which are issued and outstanding as of the date of this Agreement. Section 4.6(a) of

the SPAC Disclosure Schedules sets forth a true and complete statement of the number and class or series (as applicable) of all of the

issued and outstanding Equity Securities of SPAC prior to the consummation of the Domestication. All outstanding Equity Securities of

SPAC (except to the extent such concepts are not applicable under the applicable Law of SPAC’s jurisdiction of organization, incorporation

or formation, as applicable, or other applicable Law) prior to the consummation of the Domestication 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 SPAC,

(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 SPAC)

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 and (z) have been offered, sold and issued in compliance with applicable Law, including Securities

Laws, in each case under clause (y) and (x), in all material respects. Except for the SPAC Shares set forth on Section 4.6(a) of

the SPAC Disclosure Schedules (taking into account, for the avoidance of doubt, any changes or adjustments to the SPAC Shares as a result

of, or to give effect to, the Domestication), immediately prior to Closing and before giving effect to the PIPE Financing and

assuming that no SPAC Shareholder Redemptions are effected, there shall be no other Equity Securities of SPAC issued and outstanding.

(b)

Except as expressly contemplated by this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby or

as otherwise either permitted pursuant to Section 5.10 or issued, granted or entered into, as applicable, in accordance with Section

5.10, there are no outstanding (A) equity appreciation, phantom equity or profit participation rights or (B) 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, in each case, that could require SPAC 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 SPAC.

(c)

The Equity Securities of Merger Sub outstanding as of the date of this Agreement (i) have been duly authorized and validly issued

and are fully paid and non-assessable, (ii) were issued in compliance in all material respects with applicable Law, and (iii) were not

issued in breach or violation of any preemptive rights or Contract to which Merger Sub is a party or bound. All of the outstanding Equity

Securities of Merger Sub are owned directly by SPAC free and clear of all Liens (other than transfer restrictions under applicable Securities

Law or under the Governing Documents of Merger Sub). As of the date of this Agreement, SPAC has no Subsidiaries other than Merger Sub

and does not own, directly or indirectly, any Equity Securities in any Person other than Merger Sub.

4.7

SEC Filings. SPAC 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 “SPAC 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 SPAC SEC Reports”). Each

of the SPAC 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 SPAC 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 SPAC SEC Reports or the Additional SPAC SEC Reports (for purposes of the Additional SPAC SEC Reports, assuming

that the representation and warranty set forth in Section 3.26 is true and correct in all respects with respect to all information

supplied by or on behalf of the Company expressly for inclusion or incorporation by reference therein). As of their respective dates of

filing, the SPAC SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to

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

as applicable, not misleading (for purposes of the Additional SPAC SEC Reports, assuming that the representation and warranty set forth

in Section 3.26 is true and correct in all respects with respect to all information supplied by or on behalf of the Company 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 SPAC SEC Reports.

4.8

Trust Account. As of the date of this Agreement, SPAC has an amount in cash in the Trust Account equal to at least $76,127,312.83. The funds

held in the Trust Account are (a) invested in United States “government securities” within the meaning of Section 2(a)(16)

of the Investment Company Act, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7

promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations or in cash and (b) held

in trust pursuant to that certain Investment Management Trust Agreement, dated as of May 18, 2026 (the “Trust Agreement”),

between SPAC and Continental, as trustee (the “Trustee”). There are no 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 SPAC 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 (i) in respect of deferred underwriting commissions or Taxes, (ii) the Pre-Closing SPAC Holders who shall have elected

to redeem their SPAC Shares pursuant to the Governing Documents of SPAC or (iii) if SPAC fails to complete a business combination within

the allotted time period set forth in the Governing Documents of SPAC and liquidates the Trust Account, subject to the terms of the Trust

Agreement, SPAC (in limited amounts to permit SPAC to pay the expenses of the Trust Account’s liquidation, dissolution and winding

up of SPAC) and then the Pre-Closing SPAC Holders). 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 SPAC and the Trust Agreement. SPAC has performed all

material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any

other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of SPAC, no event has occurred which,

with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there

are no claims or proceedings pending with respect to the Trust Account. Since May 18, 2026, SPAC 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 hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting

commissions or Taxes or (B) to the Pre-Closing SPAC Holders who have elected to redeem their SPAC Shares pursuant to the Governing Documents

of SPAC, each in accordance with the terms of and as set forth in the Trust Agreement, SPAC shall have no further obligation under either

the Trust Agreement or the Governing Documents of SPAC to liquidate or distribute any assets held in the Trust Account, and the Trust

Agreement shall terminate in accordance with its terms. The Trustee has not received any instruction from any other Person with respect

to the Trust Account, other than instructions received by SPAC in accordance with the Trust Agreement.

4.9

Transactions with Affiliates. Section 4.9 of the SPAC Disclosure Schedules sets forth all Contracts between (a) SPAC,

on the one hand, and (b) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate

of either SPAC or the Sponsor, on the other hand (each Person identified in this clause (b), a “SPAC Related Party”),

other than Contracts entered into after the date of this Agreement that are either permitted pursuant to Section 5.10 or entered

into in accordance with Section 5.10. Except as set forth on Section 4.9 of the SPAC Disclosure Schedules or as either permitted

pursuant to Section 5.10 or entered into in accordance with Section 5.10, no SPAC Related Party (A) owns any interest in

any material asset used in the business of SPAC, (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 SPAC or

(C) owes any material amount of money to, or is owed any material amount of money by, SPAC. 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 “SPAC

Related Party Transactions”.

4.10

Litigation. As of the date of this Agreement, there is no Proceeding pending or, to SPAC’s knowledge, threatened against or

involving (a) any SPAC Party or Sponsor that, if adversely decided or resolved, would be material to the SPAC Parties, taken as a whole

or (b) the Trust Account. As of the date of this Agreement, none of the SPAC Parties nor any of their respective properties or assets,

including the Trust Account is subject to any material Order. As of the date of this Agreement, there are no material Proceedings by any

SPAC Party pending against any other Person.

4.11

Compliance with Applicable Law. Each SPAC Party is in compliance with all applicable Laws, except as would not have a SPAC Material

Adverse Effect.

4.12

Business Activities.

(a)

Since its incorporation, SPAC has not conducted any business activities other than activities (i) in connection with or incident or

related to its incorporation or continuing corporate (or similar) existence, (ii) directed toward the accomplishment of a business or

similar combination, including those incident 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 (iii) those that are administrative, ministerial or otherwise

immaterial in nature. Except as set forth in this Agreement or the Ancillary Documents, there is no Contract binding upon any SPAC Party

or to which any SPAC Party 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).

(b)

Merger Sub was organized solely for the purpose of entering into this Agreement, the Ancillary Documents and consummating the transactions

contemplated hereby and thereby and has not engaged in any activities or business, other than those incident or related to or incurred

in connection with its organization, incorporation or formation, as applicable, or continuing corporate (or similar) existence or 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.

4.13

Internal Controls; Listing; Financial Statements.

(a)

Except as is not required in reliance on exemptions from various reporting requirements by virtue of SPAC’s status as an “emerging

growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company”

within the meaning of the Exchange Act, since its initial public offering, (i) SPAC 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) sufficient to provide

reasonable assurance regarding the reliability of SPAC’s financial reporting and the preparation of SPAC’s financial

statements for external purposes in accordance with GAAP and (ii) SPAC 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 SPAC

is made known to SPAC’s principal executive officer and principal financial officer by others within SPAC.

(b)

SPAC has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(c)

Since its initial public offering, SPAC 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 SPAC Class A Shares are registered pursuant

to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending

or, to the knowledge of SPAC, threatened against SPAC by Nasdaq or the SEC with respect to any intention by such entity to deregister

SPAC Class A Shares or prohibit or terminate the listing of SPAC Class A Shares on Nasdaq. SPAC has not taken any action that is designed

to terminate the registration of SPAC Class A Shares under the Exchange Act.

(d)

The SPAC SEC Reports contain true and complete copies of the applicable SPAC Financial Statements. The SPAC Financial Statements (i)

fairly present in all material respects the financial position of SPAC 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

notes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods indicated (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 notes thereto), (iii) in

the case of the audited SPAC 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)

SPAC 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 SPAC’s and its Subsidiaries’ assets. SPAC maintains and, for all periods covered by the SPAC Financial

Statements, has maintained books and records of SPAC in the ordinary course of business that are accurate and complete and reflect the

revenues, expenses, assets and liabilities of SPAC in all material respects.

(f)

Since its incorporation, SPAC has not received any written complaint, allegation, assertion or claim that there is (i) a “significant

deficiency” in the internal controls over financial reporting of SPAC to SPAC’s knowledge, (ii) a “material

weakness” in the internal controls over financial reporting of SPAC to SPAC’s knowledge or (iii) fraud, whether or not

material, that involves management or other employees of SPAC who have a significant role in the internal controls over financial reporting

of SPAC.

4.14

No Undisclosed Liabilities. Except for the Liabilities (a) set forth in Section 4.14 of the SPAC 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 SPAC Disclosure

Schedules), (c) incurred in connection with or incident or related to a SPAC Party’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 SPAC Financial Statements included in the SPAC SEC Reports, none

of the SPAC Parties has any Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP.

4.15

Tax Matters.

(a)

SPAC has prepared and filed all income and other 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 SPAC has paid all material Taxes required to have been paid or deposited by it regardless of whether shown on a Tax Return.

(b)

SPAC 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)

SPAC is not currently the subject of a Tax audit or examination with respect to material taxes. SPAC has not been informed in writing

of the commencement or anticipated commencement of any Tax audit or examination that has not been resolved or completed, in each case

with respect to material Taxes.

(d)

SPAC 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 Tax Law), 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 SPAC Party which agreement or ruling would be effective after the Closing Date.

(f)

None of the SPAC Parties is and none of the SPAC Parties has 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 Tax Law).

(g)

Each SPAC Party is tax resident only in its jurisdiction of organization, incorporation or formation, as applicable.

(h)

None of the SPAC Parties has taken or agreed to take any action not contemplated by this Agreement and/or any Ancillary Documents

that could reasonably be expected to prevent (i) the Domestication or (ii) the Merger and the Second Merger (taken together) from

qualifying for the Intended Tax Treatment. To the knowledge of SPAC, 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 the Company or a Company Stockholder or any of their respective Affiliates in each case not contemplated by this Agreement

and/or any of the Ancillary Documents, that could reasonably be expected to prevent (i) the Domestication or (ii) the Merger and the Second

Merger (taken together) from qualifying for the Intended Tax Treatment.

(i)

Merger Sub is classified, and will continue to be classified, as a corporation for U.S. federal income tax purposes. Merger Sub II

will be classified, and will continue to be classified, as an entity disregarded as separate from SPAC for U.S. federal income tax purposes.

4.16

Investigation; No Other Representations.

(a)

Each SPAC Party, 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 Company and (ii) it has been furnished with or given access to such documents and

information about the Company and its 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, each SPAC Party 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 each SPAC Party, 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.

4.17

Compliance with International Trade & Anti-Corruption Laws.

(a)

Since April 24, 2019, neither SPAC nor any of its respective officers, directors or, to SPAC’s knowledge, any of their

Representatives, 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 ordinarily

resident in a Sanctioned Country; (iii) an entity 50% or more owned, directly or indirectly, by one or more Persons described in clause

(i) or (ii); (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) - (iii) or any

Sanctioned Country in violation of Sanctions and Export Control Laws; or (v) otherwise engaged in any direct or indirect transactions

or dealings in violation of Sanctions and Export Control Laws. There are no pending or threatened claims against SPAC, nor any actions,

conditions, facts, or circumstances that would reasonably be expected to give rise to any material future claims, with respect to Sanctions

and Export Control Laws. SPAC has established sufficient internal controls and procedures reasonably designed to promote compliance with

Sanctions and Export Control Laws, in each case commensurate with the nature and risk profile of SPAC and its business.

(b)

In the past five (5) years, neither SPAC nor any of its respective officers, directors or, to SPAC’s knowledge, any

of their Representatives, or any other Persons (in each case, while acting for or on behalf of any of the foregoing) has, directly or

indirectly, (i) made, offered, promised, paid, solicited, requested, or received any unlawful bribes, kickbacks or other similar

payments or anything of value to or from any Person, including any government official, (ii) made or paid any unlawful contributions

to a domestic or foreign political party or candidate or (iii) otherwise made, offered, received, solicited, requested, authorized,

promised or paid any improper payment or anything of value under any Anti-Corruption Laws. SPAC has maintained systems of internal controls

(including, but not limited to, accounting systems, purchasing systems and billing systems) to promote compliance with the Anti-Corruption

Laws, and to ensure that all books and records of SPAC accurately and fairly reflect, in reasonable detail, all transactions and dispositions

of funds and assets. Neither SPAC nor any of its officers, directors, or employees are the subject of any allegation, voluntary disclosure,

investigation, prosecution or other enforcement action related to Anti-Corruption Laws.

4.18

Not a Covered Outbound Investment.

(a)

SPAC either is (i) not a “person of a country of concern”; or (ii) not engaged in any “covered activity”,

as these terms are defined in the Outbound Investment Security Program.

(b)

SPAC has no intention of becoming a “person of a country of concern” that engages in any “covered activity.”

(c)

SPAC is not, and does not intend to become, a person that directly or indirectly holds a board seat or a voting or equity interest

in, or any contractual power to direct or cause the direction of the management of policies of, any “covered foreign person”

as defined in the Outbound Investment Security Program.

4.19

TID U.S. Business. SPAC does not (a) produce, design, test, manufacture, fabricate, or develop one or more “critical technologies”

within the meaning of the DPA, (b) own, operate, maintain, supply, manufacture, or service “covered investment critical infrastructure”

within the meaning of the DPA (where such activities are covered by column 2 of Appendix A to 31 C.F.R. Part 800); or (c) maintain or

collect, directly or indirectly, “sensitive personal data” of U.S. citizens within the meaning of the DPA.

4.20

Not a Covered Person. No SPAC Party is a “covered person” as defined in the DSP.

4.21

Fairness Opinion. The SPAC Board has received the opinion of Houlihan Capital, LLC to the effect that, as of the date of such opinion

and subject to the assumptions, limitations, qualifications and other conditions contained therein, the Aggregate Transaction Share

Consideration to be issued or paid to the Company Stockholders pursuant to this Agreement is fair, from a financial point of view,

to the holders of SPAC Shares (other than the Sponsor and the PIPE Investors).

4.22

Regulatory Compliance. Neither the SPAC Parties, any of their directors, managers, officers, employees, nor to the knowledge

of the SPAC Parties, any individual independent contractors or agents (i) have been excluded or debarred from any federal healthcare

program (including Medicare or Medicaid) and/or any other healthcare program or reimbursement agreement or (ii) have received notice

from the FDA, any other Governmental Entity and/or any health insurance institution with respect to debarment, disqualification

or restriction. Neither the SPAC Parties, their officers, directors, employees, nor to the knowledge of the SPAC Parties, any agents

or contractors have been convicted of any crime or engaged in any conduct for which (A) debarment is mandated or permitted by 21 U.S.C.

§ 335a or (B) such Person could be excluded from participating in the federal healthcare programs under Section 1128 of the Social

Security Act or any similar law.

4.23

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 AND THE ANCILLARY DOCUMENTS, NONE OF THE SPAC PARTIES, ANY SPAC NON-PARTY AFFILIATE OR ANY OTHER PERSON

MAKES, AND EACH SPAC PARTY 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 ANY SPAC PARTY THAT HAVE BEEN MADE AVAILABLE TO THE COMPANY OR ANY OF ITS REPRESENTATIVES

OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF ANY SPAC PARTY BY OR ON BEHALF OF THE MANAGEMENT OF SUCH SPAC PARTY 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 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 ANY SPAC PARTY ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF ANY SPAC PARTY, ANY

SPAC 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

COVENANTS

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

Article 7 (the “Pre-Closing Period”), the Company shall, except as expressly contemplated by this Agreement

or any Ancillary Document, as required by applicable Law, as set forth on Section 5.1(a) of the Company Disclosure Schedules, or

as consented to in writing by SPAC (it being agreed that such consent shall not be unreasonably withheld, conditioned or delayed), (i)

operate the business of the Company in the ordinary course of business in all material respects, (ii) use its commercially reasonable

efforts to preserve intact in all material respects the Company’s assets, business organizations and relationships with third parties

and (iii) use its commercially reasonable efforts to keep available the services of the Company’s present officers and employees

and maintain the Company’s relationships with Governmental Entities, customers, and other business partners having material business

dealings with the Company.

(b)

Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall, 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 SPAC (it being agreed that any request for a consent shall not be unreasonably withheld, conditioned

or delayed), not do any of the following:

(i)

declare, set aside, make or pay a dividend on, or make any other distribution or payment in respect of, any Equity Securities of the

Company or repurchase or redeem any outstanding Equity Securities of the Company, other than dividends or distributions, declared, set

aside or paid by any of the Company’s Subsidiaries to the Company or any Subsidiary that is, directly or indirectly, wholly owned

by the Company;

(ii)

(A) merge, consolidate, combine or amalgamate 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 its Governing Documents;

(iv)

sell, assign, transfer, encumber, Lien, grant any sub-license under, or otherwise dispose of or deal with, any right, title or interest

in or to (A) any intellectual property relating to the Company Products (other than non-exclusive licenses entered into in the ordinary

course of business) or (B) any Regulatory Permits or IND Application relating to the Company Products;

(v)

(A) sell, assign, abandon, lease, exclusively license or otherwise dispose of any material tangible assets or properties of the Company

or (B) subject any material tangible assets or properties of the Company to any Lien (other than any Permitted Liens);

(vi)

other than in connection with an Additional Cash Contribution, transfer, issue, sell, grant or otherwise directly or indirectly dispose

of, or subject to a Lien, (A) any Equity Securities of the Company or (B) any options, warrants, rights of conversion or other rights,

agreements, arrangements or commitments obligating the Company to issue, deliver or sell any Equity Securities of the Company;

(vii)

incur, create or assume any Indebtedness, other than ordinary course trade payables, or guarantee any Liability of any Person;

(viii)

make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any Person;

(ix)

(A) amend or modify in any material respect, adopt, enter into or terminate any material Employee Benefit Plan of the Company

or any material benefit or compensation plan, policy, program or Contract that would be an Employee Benefit Plan if in effect

as of the date of this Agreement, including by establishing, granting, or enhancing any retention, transaction, change in control or similar

bonus, or taking any action to increase, fund or accelerate the time of payment or funding of any compensation or other payments or benefits

pursuant to any Employee Benefit Plan, (B) increase the compensation or benefits payable to any current or former director, officer,

employee with annual base compensation in excess of $250,000 (except for routine increase in compensation or benefits in the ordinary

course of business consistent with past practice), (C) take any action to accelerate any payment, right to payment, or benefit, or the

funding of any payment or benefit, right to payment or benefit, payable or to become payable to any current or former director,

officer, employee, or individual independent contractor of the Company, (D) waive or release any noncompetition, non-solicitation,

no-hire, nondisclosure or other restrictive covenant obligation of any current or former director, officer, employee, or individual

independent contractor of the Company, or (E) hire (other than with respect to the position of Chief Executive Officer) or terminate any

director, officer, employee or individual service provider of the Company with an annual rate of base salary, base wages or base compensation

greater than $250,000 (or the equivalent thereof for such individuals not based in the U.S., as well as the equivalent for such hourly

individuals), other than terminations for cause, or (F) hire the position of Chief Executive Officer without reasonable consultation with

SPAC (it being understood that such consultation shall not require the Company to obtain the consent or approval of SPAC with respect

to such hire, provided that the Company shall consider in good faith any comments provided by SPAC in connection with such consultation);

(x)

enter into, negotiate, modify, or extend any collective bargaining agreement or other Contract with any labor organization, labor

union, works council, employee delegate, representative or other employee collective group;

(xi)

implement any employee layoffs, reductions in force, or other employment restructuring programs that would require notice under WARN;

(xii)

make, change or revoke any material election concerning Taxes, enter into any material Tax closing agreement, settle any material

Tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to or relating to any material Tax

claim or assessment, other than any such extension or waiver that is obtained in the ordinary course of business;

(xiii)

enter into any settlement, conciliation or similar Contract the performance of which would involve the payment by the Company in excess

of $500,000, in the aggregate, or that imposes, or by its terms will impose at any point in the future, any material, non-monetary obligations

on the Company (or SPAC or any of its Affiliates after the Closing);

(xiv)

make or authorize any capital expenditure not set forth on the Company budget set forth on Section 5.1(b)(xiv) of the Company

Disclosure Schedules;

(xv)

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 (other than, for the avoidance of doubt, the transactions

expressly contemplated by this Agreement) involving the Company;

(xvi)

change the Company’s methods of accounting in any material respect, other than changes that are made in accordance with PCAOB

standards;

(xvii)

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;

(xviii)

make any Change of Control Payment;

(xix)

(A) amend, modify or terminate any Material Contract in any material respect, (B) waive any material benefit or right under any Material

Contract, or (C) enter into any Contract that would constitute a Material Contract had such Contract been effective prior to the date

of this Agreement, in each case of the foregoing clauses (A) through (C), other than Employee Benefit Plans; or

(xx)

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

Notwithstanding anything in

this Section 5.1 or this Agreement to the contrary, nothing set forth in this Agreement shall give SPAC, directly or indirectly,

the right to control or direct the operations of the Company or Parent prior to the Closing.

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 (including (i) 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 is contemplated

to be a party after the date of this Agreement, to execute and deliver such Ancillary Document when required pursuant to this Agreement

and (ii) using reasonable best efforts to obtain the PIPE Financing on the terms and subject to the conditions set forth in the Investor

Subscription Agreements). 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 or the Ancillary Documents. The Parties shall evenly bear the

costs incurred in connection with obtaining such Consents; provided, however, that each Party shall bear its out-of-pocket

costs and expenses in connection with the preparation of any such Consents and the Parties shall each bear one-half of the aggregate HSR

Act filing fees. Each Party shall (i) make any appropriate filings pursuant to the HSR Act with respect to the transactions contemplated

by this Agreement promptly (and in any event within ten (10) Business Days) following the date of this Agreement, provided that,

in the event the Federal Trade Commission and/or the U.S. Department of Justice is closed and not accepting such filings under the

HSR Act (a “Government Closure”), such days shall be extended day-for-day, for each Business Day the Government

Closure is in effect, 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. SPAC shall promptly inform the Company of any communication

between any SPAC Party, on the one hand, and any Governmental Entity, on the other hand, and the Company shall promptly inform SPAC of

any communication between the Company, on the one hand, and any Governmental Entity, on the other hand, in either case, regarding any

of the transactions contemplated by this Agreement or any Ancillary Document. Without limiting the foregoing, (a) the Parties agree to

request early termination of the applicable waiting period under the HSR Act, and (b) 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

SPAC and the Company. Nothing in this Section 5.2 obligates any Party or any of its Affiliates to agree to (i) sell, license

or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of the

Company or any entity, facility or asset of such Party or any of its Affiliates, (ii) terminate, amend or assign existing relationships

and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, (iv) enter into new licenses

or other agreements, or (v) litigate or contest any Proceeding challenging any of the Merger as violative of any Antitrust and Foreign

Investment Laws. No Party shall agree to any of the foregoing measures with respect to any other Party or any of its Affiliates, except

with SPAC’s and the Company’s prior written consent.

(b)

During the Pre-Closing Period, the SPAC Parties, on the one hand, and the Company, on the other hand, shall give counsel for the Company

(in the case of any SPAC Party) or SPAC (in the case of the Company), 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; provided that documents and information provided to the other Party

pursuant to this paragraph (i) may be redacted (A) to remove references to valuation of the Company, (B) to comply with contractual arrangements

or (C) to preserve legal privilege and/or (ii) may be designated as “outside counsel only,” in which case such documents and

information shall be provided only to outside counsel and consultants retained by such counsel. 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 unless it consults with, in the case of any SPAC Party, the Company, or, in the case of the Company, SPAC

in advance.

(c)

During the Pre-Closing Period, SPAC shall not acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial

portion of the assets or equity interests of, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to

acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or

consolidation could be expected to (i) impose any material delay in the obtaining of, or increase the risk of not obtaining, any

authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the transactions contemplated

by this Agreement or the expiration or termination of any applicable waiting period, (ii) increase the risk of any Governmental Entity

entering a governmental Order prohibiting the consummation of the transactions contemplated by this Agreement, or (iii) materially delay

the consummation of the transactions contemplated by this Agreement.

(d)

During the Pre-Closing Period, SPAC, on the one hand, and the Company, on the other hand, shall each notify the other 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,

in the case of SPAC, any of the SPAC Parties or any of their respective Representatives (in their capacity as a representative of an SPAC

Party) or, in the case of the Company, the Company or any of its Representatives (in their capacity as a representative of the Company).

SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity

to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably

cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider

in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other.

Notwithstanding the foregoing, the Company shall, subject to and without limiting the covenants and agreements, and the rights of SPAC,

set forth in the immediately preceding sentence, control the negotiation, defense and settlement of any such Transaction Litigation; provided,

however, that in no event shall the Company or any of its respective Representatives settle or compromise any Transaction Litigation

without the prior written consent of SPAC (not to be unreasonably withheld, conditioned or delayed, provided that it shall be deemed

to be reasonable for SPAC to withhold, condition or delay its consent if any such settlement or compromise (A) does not provide for a

legally binding, full, unconditional and irrevocable release of each SPAC Party and Representative that is the subject of such Transaction

Litigation, (B) provides for (x) the payment of cash any portion of which is payable by any SPAC Party or Representative thereof

or would otherwise constitute a Liability of SPAC or (y) any non-monetary, injunctive, equitable or similar relief against any SPAC Party

or (C) contains an admission of wrongdoing or Liability by an SPAC Party or any of its Representatives). Without limiting the generality

of the foregoing, in no event shall SPAC, any of the SPAC Parties or any of their respective Representatives settle or compromise any

Transaction Litigation without the Company’s prior written consent.

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 is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated

herein by reference. 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 in this Agreement

or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict.

(b)

During the Pre-Closing Period, upon reasonable advance written notice, the Company shall provide, or cause to be provided, to SPAC

and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties

of the Company (in a manner so as to not interfere with the normal business operations of the Company) for the purpose of consummating

the Merger. Notwithstanding the foregoing, the Company shall not be required to provide, or cause to be provided, to SPAC or any of its

Representatives any information (i) if and to the extent doing so would (A) violate any Law to which the 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 the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded

to the 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 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 the Company, on the one hand, and any SPAC Party, any SPAC Non-Party Affiliate or any of their respective Representatives, on

the other hand, are adverse parties in a litigation or other 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 unless such written notice is prohibited by applicable Law or Order.

(c)

During the Pre-Closing Period, upon reasonable advance written notice, SPAC 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 the SPAC

Parties (in a manner so as to not interfere with the normal business operations of the SPAC Parties). Notwithstanding the foregoing, SPAC

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 any SPAC Party 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 SPAC Party with respect

to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any SPAC Party under the attorney-client

privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), SPAC shall use, and

shall cause the other SPAC Parties to use, reasonable best 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 an SPAC Party or the Sponsor or any of their respective Representatives, on the one hand, and the Company, any Company Non-Party Affiliate

or any of their respective Representatives, on the other hand, are adverse parties in a litigation or other Proceeding and such information

is reasonably pertinent thereto; provided that SPAC shall, in the case of clause (i) or (ii), provide prompt written notice of

the withholding of access or information on any such basis unless such written notice is prohibited by applicable Law or Order.

5.4

Public Announcements.

(a)

Subject to Section 5.4(b), Section 5.7, Section 5.8 and Section 5.13, 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 transactions

contemplated hereby without the prior written consent of, prior to the Closing, the Company and Parent, on the one hand, and SPAC, on

the other hand, or, after the Closing, SPAC; provided, however, that each Party, the Sponsor and their respective Representatives

may make any such announcement or other communication (i) if such press release, announcement or other communication is required by applicable

Law, in which case (A) prior to the Closing, the disclosing Person shall, to the extent permitted by applicable Law, use reasonable best

efforts to consult with the Company, if the disclosing Person is a SPAC Party, the Sponsor, or SPAC, if the disclosing party is the

Company, Parent or any of its Representatives, and give the Company and Parent or SPAC, as applicable, the opportunity to review such

announcement or communication and comment thereon and the disclosing Person shall consider such comments in good faith, or (B) after the

Closing, the disclosing Person and/or its Representatives, as applicable, shall, to the extent permitted by applicable Law, use reasonable

best efforts to consult with SPAC and give SPAC the opportunity to review such announcement or communication and comment thereon

and the disclosing Person shall consider such comments in good faith, (ii) to the extent such press release, announcement or other communication

contains 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.

(b)

The initial press release concerning this Agreement and the transactions contemplated hereby shall be a joint press release in the

form agreed by the Company and SPAC prior to the execution of this Agreement and such initial press release (the “Signing

Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement. Promptly

after the execution of this Agreement, SPAC 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, and in compliance with, the Securities Laws, which

shall be mutually agreed upon by the Company and SPAC (such agreement not to be unreasonably withheld, conditioned or delayed by either

the Company or SPAC, as applicable). The Company, on the one hand, and SPAC, on the other hand, shall mutually agree upon (such agreement

not to be unreasonably withheld, conditioned or delayed by either the Company or SPAC, as applicable) a press release announcing the consummation

of the transactions contemplated by this Agreement (the “Closing Press Release”) prior to the Closing, and,

on the Closing Date (or such other date as may be mutually agreed to in writing by the Company and SPAC prior to the Closing), the Parties

shall cause the Closing Press Release to be released. Promptly after the Closing (but in any event within four (4) Business Days after

the Closing), SPAC 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 Securities Laws, which Closing Filing shall be mutually agreed upon by the Company

and SPAC prior to the Closing (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or SPAC, as

applicable). In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Press Release and

the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning

itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or

filing.

5.5

Tax Matters.

(a)

Tax Treatment.

(i)

The Parties intend that the Domestication shall constitute a transaction treated as a “reorganization” within the meaning

of Section 368(a)(1)(F) of the Code and the Parties shall (and shall cause their respective Affiliates to) use reasonable best efforts

to cause it to so qualify. The Parties intend that the Merger and the Second Merger shall be treated as an integrated transaction that

qualifies as a “reorganization” within the meaning of Section 368 of the Code, and each Party shall, and shall cause its respective

Affiliates to, use reasonable best efforts to so qualify. The Parties shall file all Tax Returns consistent with, and take no position

inconsistent with (whether in audits, Tax Returns or otherwise), the treatment described in this Section 5.5(a)(i) unless required

to do so pursuant to a “determination” that is final within the meaning of Section 1313(a) of the Code.

(ii)

SPAC, the Company, Parent, and Merger Sub hereby adopt this Agreement as a “plan of reorganization” within the meaning

of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a). From the date hereof through the Closing, and following the Closing, 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, the Domestication or the Merger and

the Second Merger (taken together) from qualifying for the 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 in such connection, SPAC and the Company shall deliver to Cooley LLP and Goodwin Procter LLP,

respectively, customary Tax representation letters 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, Goodwin

Procter LLP shall furnish an opinion, subject to customary assumptions and limitations, to the effect that the Intended Tax Treatment

should apply to the Domestication and, if required, Cooley LLP shall furnish an opinion, subject to customary assumptions and limitations,

to the effect that the Intended Tax Treatment should apply to the Merger and the Second Merger (taken together).

(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 audit or tax proceeding.

Such cooperation shall include the retention and (upon the other Party’s request) the provision (with the right to make copies)

of records and information reasonably relevant to any tax proceeding or audit, 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 SPAC 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 SPAC’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 income under Sections 951 and 951A 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)

SPAC Taxable Year. The Parties agree to treat the taxable year of SPAC as ending on the date of the Domestication for U.S. federal

income tax purposes.

(d)

Transfer Taxes. Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration, value added and other

such similar Taxes (including any penalties and interest) that become payable in connection with or by reason of the execution of this

Agreement and the transactions set forth herein (collectively, “Transfer Taxes”) shall be borne evenly by the

Company and SPAC.

(e)

Parent Classification Election. At the request of RTW Holding Limited, Parent shall file, or cause to be filed, an IRS Form 8832 with

the U.S. Internal Revenue Service with an effective date of the date following the Closing (or such other date as is determined by Parent

with the prior written consent of RTW Holding Limited (not to be unreasonably withheld, conditioned or delayed) to treat Parent as a partnership

for U.S. federal income tax purposes (the “Parent Classification Election”). Parent shall deliver evidence of

such filing to RTW Holding Limited promptly following the filing. This Section 5.5 expressly contemplates performance in whole

or in part after the Closing and shall survive the Closing in accordance with Section 8.1.

5.6

Exclusive Dealing.

(a)

During the Pre-Closing Period, Parent and the Company shall not, and shall not authorize their Representatives to, directly or indirectly:

(i) solicit, initiate or take any action to knowingly facilitate or knowingly encourage the submission of any Company Acquisition Proposal;

(ii) furnish or disclose any non-public information regarding the Company to any Person in connection with, or in response to, a Company

Acquisition Proposal; (iii) engage in discussions (other than to inform any Person of the existence of the provisions in this Section

5.6(a)) or negotiations with any Person with respect to a Company Acquisition Proposal; (iv) enter into any Contract or other arrangement

or understanding contemplating a Company Acquisition Proposal; (v) approve, endorse or recommend a Company Acquisition Proposal; or (vi)

publicly propose to do any of the foregoing; provided, however, that, notwithstanding anything contained in this Section 5.6(a)

and subject to compliance with this Section 5.6(a), prior to providing the Company Stockholder Written Consent in accordance

with Section 5.13, Parent or the Company may furnish non-public information regarding the Company or the Business to, and enter

into discussions or negotiations with, any Person in response to a bona fide Company Acquisition Proposal (other than any Company

Acquisition Proposal that contemplates (x) a business combination with a special purpose acquisition company (i.e., a “de-SPAC”

transaction), (y) a reverse merger or similar transaction in which the Company or its Equity Securities would be acquired by or combined

with a publicly traded shell company or blank check company, in each such case, pursuant to which the Company and/or its securityholders

acquire a majority of the capital stock in the resulting publicly-traded company upon the consummation of such transaction or (z) a transaction

with any Person where neither the Person nor any controlled Affiliate of such Person has an operating business) by such Person, if: (A) neither

Parent nor the Company nor any of their respective Representatives shall have breached this Section 5.6(a) in any material

respect, (B) the Company Board concludes in good faith, after consultation with and upon the advice of its outside legal counsel, that

the failure to take such action would be inconsistent with the fiduciary duties of the Company Board or such committee of its duties under

applicable Law; (C) such Person delivers an executed confidentiality agreement containing provisions, in the aggregate, at least

as favorable to the Company as those contained in the Confidentiality Agreement; and (D) the Company gives SPAC notice of the intention

to furnish nonpublic information to, or enter into discussions with, such Person and makes available such non-public information to SPAC

(to the extent such information has not been previously made available to SPAC) at least three (3) Business Days prior to the furnishing

of such information. Without limiting the generality of the foregoing, each of Parent and the Company acknowledge and agrees that, in

the event any Representative of Parent or the Company (whether or not such Representative is purporting to act on behalf of Parent or

the Company) takes any action that, if taken by Parent or the Company, would constitute a breach of this Section 5.6(a), the

taking of such action by such Representative shall be deemed to constitute a breach of this Section 5.6(a) by Parent or Company,

as applicable, for purposes of this Agreement. If Parent or the Company or any of its Representatives receives a Company Acquisition Proposal

at any time during the Pre-Closing Period, the Company agrees to (A) promptly (and in no event later than two (2) Business Days after

the Company becomes aware of such Company Acquisition Proposal), notify SPAC promptly upon receipt of any Company Acquisition Proposal

and describe the material financial terms of any such Company Acquisition Proposal in reasonable detail (including the identity of the

Persons making such Company Acquisition Proposal) and (B) keep SPAC reasonably informed on the status and material terms of any such Company

Acquisition Proposal and any modifications to such offer.

(b)

During the Pre-Closing Period, the SPAC Parties shall not, and shall not authorize their Representatives to, directly or indirectly:

(i) solicit, initiate or knowingly induce, encourage or facilitate, any inquiry, proposal or offer (written or oral) that constitutes,

or that could reasonably be expected to lead to, a SPAC Acquisition Proposal; (ii) furnish or disclose any non-public information regarding

the SPAC Parties to any Person in connection with, or in response to, a SPAC Acquisition Proposal; (iii) engage in discussions (other

than to inform any Person of the existence of the provisions in this Section 5.6(b)) or negotiations with any Person with respect

to a SPAC Acquisition Proposal; (iv) enter into any Contract or other arrangement or understanding contemplating a SPAC Acquisition Proposal;

(v) approve, endorse or recommend a SPAC Acquisition Proposal; or (vi) publicly propose to do any of the foregoing, SPAC agrees to notify

the Company promptly upon receipt of any SPAC Acquisition Proposal and describe the material terms and conditions of any such SPAC Acquisition

Proposal in reasonable detail (including the identity of the Persons making such SPAC Acquisition Proposal) and (vii) keep the Company

reasonably informed on the status and material terms of any such SPAC Acquisition Proposal and any modifications to such offer or information.

5.7

Preparation of Registration Statement / Proxy Statement. The Company shall promptly provide to SPAC such information concerning the

Company, the Business and the Company Stockholders as is either required by the federal securities laws or, solely in the case of information

concerning the Company, reasonably requested by SPAC for inclusion in the Registration Statement / Proxy Statement. As promptly as practicable

after the receipt by SPAC from the Company of all such information, SPAC and the Company shall prepare and mutually agree upon (such agreement

not to be unreasonably withheld, conditioned or delayed by either SPAC or the Company, as applicable), and SPAC shall file with the

SEC, the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include

a proxy statement / prospectus of SPAC which will be included therein and which will be used for the SPAC Shareholders Meeting to adopt

and approve the Transaction Proposals, provide its applicable shareholders with the opportunity to elect to effect the SPAC Shareholder

Redemption, and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by SPAC’s

Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and Nasdaq). Each of SPAC 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 Company, the provision of financial statements

of, and any other information with respect to, the Company for all periods, and in the form, required to be included in the Registration

Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from

the SEC); (b) promptly notify the others of, reasonably cooperate with each other with respect to, mutually agree upon (such agreement

not to be unreasonably withheld, conditioned or delayed by either of SPAC or the Company, as applicable) 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 it is filed with 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. SPAC, on the one hand, and

the Company and Parent, on the other hand, shall use reasonable best efforts to promptly furnish, or cause to be furnished, to the

other 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 SPAC to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement

or the Ancillary Documents, including using reasonable best efforts to deliver 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 as described in Section

5.5(a)(iii). 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, in the case of any SPAC Party, the Company or Parent, or, in the

case of the Company or Parent, SPAC, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of SPAC, the Company

or Parent, or, in the case of the Company or Parent, SPAC (in either case, such agreement not to be unreasonably withheld, conditioned

or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) SPAC 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 SPAC Holders. SPAC 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 SPAC Shares for offering or sale in any jurisdiction, and SPAC 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 it or any of its Non-Party Affiliates or its or their respective Representatives,

supplied by or on 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 contain any untrue statement of a material fact or omit to state any material

fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made,

not misleading.

5.8

SPAC Shareholder Approval.

(a)

As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective

under the Securities Act, SPAC shall solicit proxies from its shareholders to vote in favor of the Transaction Proposals and (a) duly

give notice of and (b) use reasonable best efforts to duly convene and hold an extraordinary general meeting of its shareholders

(the “SPAC Shareholders Meeting”) in accordance with the Governing Documents of SPAC, for the purposes of obtaining

the SPAC Shareholder Approval and, if applicable, any approvals related thereto and providing its shareholders with the opportunity to

elect to effect a SPAC Shareholder Redemption. SPAC shall, through approval of its board of directors, recommend to its

shareholders (the “SPAC Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions

contemplated hereby (including the Merger) (the “Business Combination Proposal”); (ii) the adoption and the

approval, by the holders of the SPAC Shares, of the Domestication (the “Domestication Proposal”); (iii) the

adoption and approval of the issuance of the SPAC Shares in connection with the transactions contemplated by this Agreement as required

by Nasdaq listing requirements (the “Nasdaq Proposal”); (iv) the adoption and approval, by the holders of the

SPAC Shares, of the amendments to the Governing Documents of SPAC contemplated by the SPAC Certificate of Incorporation and the SPAC

Bylaws (the “Governing Document Proposal”); (v) the adoption and approval of the SPAC Incentive Equity Plan

(the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of the SPAC Employee Stock Purchase Plan

(the “ESPP Proposal”); (vii) 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; (viii) the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company

as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents;

and (ix) the adoption and approval of a proposal for the adjournment of the SPAC 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 (i) through

(ix) together, the “Transaction Proposals”); provided that SPAC may adjourn the SPAC Shareholders Meeting

(not to exceed more than an aggregate of ten (10) Business Days later than the most recently adjourned meeting or to a date that is beyond

the Termination Date without the written consent of the Company (not to be unreasonably withheld, conditioned or delayed)) (A) with consent

of the SPAC Shareholders, to solicit additional proxies for the purpose of obtaining the SPAC Shareholder Approval, (B) for the absence

of a quorum, (C) with consent of the SPAC Shareholders, to allow reasonable additional time for the filing or mailing of any supplemental

or amended disclosures that SPAC 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 SPAC Holders prior to

the SPAC Shareholders Meeting, (D) with consent of the SPAC Shareholders, if the holders of SPAC Class A Shares have elected to redeem

a number of SPAC Class A Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(e)

not being satisfied or (E) pursuant to the provisions of Section 5.8(b). The SPAC recommendation contemplated by the preceding

sentence shall be included in the Registration Statement / Proxy Statement.

(b)

None of SPAC, the SPAC Board nor any committee of the SPAC Board shall withdraw, qualify, amend, change or modify, or propose publicly

or by formal action of SPAC, the SPAC Board or any committee of the SPAC Board to withdraw, qualify, amend, change or modify, in a manner

adverse to the Company, the SPAC Board Recommendation or any other recommendation by SPAC, the SPAC Board or any committee of the SPAC

Board in connection with the SPAC Board Recommendation (in each case, a “Change in Recommendation”); provided,

however, that solely in response to a SPAC Intervening Event, the SPAC Board and/or any committee of the SPAC Board may make a

Change in Recommendation prior to obtaining the SPAC Shareholder Approval if the SPAC Board or such committee determines in good faith,

after consultation with and upon the advice of its outside legal counsel, that a failure to make a Change in Recommendation would be inconsistent

with the fiduciary duties of the SPAC Board under applicable Law; provided, further, that the SPAC Board or such committee

shall not be entitled to make, or agree or resolve to make, a Change in Recommendation unless (1) SPAC has provided at least ten (10)

days’ prior written notice to the Company advising that the SPAC Board and/or such committee proposes to take such action and which

notice contains the material facts underlying the SPAC Board’s or such committee’s determination that a SPAC Intervening Event

has occurred (a “Change in Recommendation Notice”, and such period from the time the Change in Recommendation

Notice is delivered until 5:00 p.m., eastern time on the tenth (10th) day from the date of such notice (it being understood

that any material development with respect to a SPAC Intervening Event shall require a new notice but with an additional five (5) Business

Days (instead of ten-day) period from the date of such notice), the “Change in Recommendation Notice Period”);

(2) during such Change in Recommendation Notice Period, the SPAC Board and/or such committee has engaged in good faith negotiations with

the Company and its Representatives to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for

a Change in Recommendation and (3) following expiration of such Change in Recommendation Notice Period, the SPAC Board (including any

other required committee or subgroup of such board) reaffirms in good faith, after consultation with and upon the advice of its outside

legal counsel and after taking into account any adjustments in the terms and conditions of this Agreement proposed by the Company and

its Representatives, that the failure to make a Change in Recommendation would constitute a breach by the SPAC Board or such committee

of their respective fiduciary duties under applicable Law. For the avoidance of doubt, a SPAC Change in Recommendation will not affect

SPAC’s obligations pursuant to this Section ‎5.8 (other than as set forth in the immediately

preceding sentence) or elsewhere in this Agreement.

5.9

Merger Sub Shareholder Approval. As promptly as reasonably practicable (and in any event within one (1) Business Day) following the

date of this Agreement, SPAC, as the sole shareholder of Merger Sub, will approve and adopt this Agreement, the Ancillary Documents to

which Merger Sub is or will be a party and the transactions contemplated hereby and thereby (including the Merger).

5.10

Conduct of Business of SPAC. During the Pre-Closing Period, SPAC shall not, and shall cause its Subsidiaries not to, as applicable,

except as expressly contemplated by this Agreement or any Ancillary Document (including, for the avoidance of doubt, in connection with

the Domestication, the SPAC Shareholder Redemptions or the PIPE Financing), as required by applicable Law, as set forth on Section

5.10 of the SPAC Disclosure Schedules or as consented to in writing by the Company (such consent not to be unreasonably withheld,

conditioned or delayed, it being agreed that the Company shall be deemed to have consented in writing if it provides no acknowledgment

of receipt within three (3) Business Days after SPAC has made a request for such consent in writing), do any of the following:

(a)

adopt any amendments, supplements, restatements or modifications to the Trust Agreement or the Governing Documents of any SPAC

Party 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 SPAC

or any of its Subsidiaries, or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any

outstanding Equity Securities of SPAC or any of its Subsidiaries, as applicable;

(c)

split, combine or reclassify any of its capital stock or other Equity Securities or issue any other security in respect of, in lieu

of or in substitution for 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 or grant any additional options, warrants or stock appreciation rights with respect to its Equity Securities;

(g)

enter into, renew, modify or revise any SPAC Related Party Transaction (or any Contract or agreement that if entered into prior to

the execution and delivery of this Agreement would be a SPAC Related Party Transaction);

(h)

engage in activities or business, other than any activities or business (i) in connection with or incident or related to such Person’s

organization, incorporation or formation, as applicable, or continuing corporate (or similar) existence, (ii) contemplated by, or incident

or related to, this Agreement, any Ancillary Document, the performance of covenants or agreements hereunder or thereunder or the consummation

of the transactions contemplated hereby or thereby or (iii) those that are administrative or ministerial in nature;

(i)

(A) amend or modify in any material respect, adopt, enter into or terminate any material Employee Benefit Plan of SPAC or any

material benefit or compensation plan, policy, program or Contract that would be an Employee Benefit Plan if in effect

as of the date of this Agreement, (B) materially increase the compensation or benefits payable to any current or former director,

manager, officer, employee, individual independent contractor or other service provider of SPAC, (C) take any action to accelerate

any payment, right to payment, or benefit, or the funding of any payment or benefit, right to payment or benefit, payable or

to become payable to any current or former director, manager, officer, employee, individual independent contractor or other service

provider of SPAC or (D) affirmatively waive or release any noncompetition, non-solicitation, no-hire, nondisclosure or other restrictive

covenant obligation of any current or former director, manager, officer, employee, individual independent contractor or other service

provider of SPAC;

(j)

make, change or revoke any material election concerning Taxes, enter into any material Tax closing agreement, settle any material

Tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to or relating to any material Tax

claim or assessment, other than any such extension or waiver that is obtained in the ordinary course of business;

(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;

(m)

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 any SPAC Party, (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict

the ability of, any SPAC Party from using the funds held by SPAC outside the Trust Account (other than any proceeds received from the

PIPE Financing) to pay any SPAC Expenses or from otherwise distributing or paying over any funds held by SPAC outside the Trust Account

(other than any proceeds received from the PIPE Financing) to the Sponsor or any of its Affiliates, in each case, prior to the Closing

and (iii) nothing set forth in this Agreement shall prohibit or restrict SPAC from extending one or more times, in accordance with its

Governing Documents, the deadline by which it must complete its business combination (“Extension”).

5.11

Nasdaq Listing. SPAC shall use its reasonable best efforts to cause: (a) SPAC’s initial listing application with Nasdaq

in connection with the transactions contemplated by this Agreement to have been approved; (b) SPAC to satisfy all applicable initial and

continuing listing requirements of Nasdaq; and (c) the SPAC Shares issuable in accordance with this Agreement, including the Domestication,

the Merger, the exercise of any Pre-Funded Warrants and pursuant to the PIPE Financing, to be approved for listing on Nasdaq (and the

Company and Parent 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 Effective Time.

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, SPAC 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 (A) pay as and when due all amounts, if any, payable to the Public Shareholders of SPAC pursuant to the SPAC Shareholder

Redemptions, (B) pay the amounts due to the underwriters of SPAC’s initial public offering for their deferred underwriting

commissions as set forth in the Trust Agreement, and (C) immediately thereafter, pay all remaining amounts then available in the Trust

Account to SPAC in accordance with the Trust Agreement, and (b) thereafter, the Trust Account shall terminate, except as otherwise provided

therein.

5.13

Company Stockholder Approval; Company Board Approval.

(a)

Parent hereby acknowledges receipt of all advance notices required to be given by the Company in connection with this Agreement, the

Merger and the transactions contemplated by this Agreement under the Company’s Governing Documents or other applicable Contracts

and under applicable Law.

(b)

As promptly as reasonably practicable (and in any event within two (2) Business Days) following the date on which the Registration

Statement / Proxy Statement is declared effective under the Securities Act (the “Company Stockholder Written Consent

Deadline”), Parent shall deliver to SPAC a true and correct copy of the adoption and approval of this Agreement and the

transactions contemplated hereby, the Ancillary Documents to which the Company is or will be a party and the transactions contemplated

hereby and thereby (including the Merger) that is duly executed by Parent, in its capacity as the sole shareholder of the Company (the

“Company Stockholder Written Consent”).

(c)

The Company (i) through the approval of the Company Board, shall recommend to the holders of Company Shares the approval and adoption

of this Agreement and the transactions contemplated by this Agreement (including the Merger) (the “Company Board Recommendation”)

and (ii) agrees that, (1) the Company Board Recommendation shall not be withdrawn or modified, (2) the Company Board shall not publicly

propose to withdraw or modify the Company Board Recommendation and (3) no resolution by the Company Board or any committee thereof to

withdraw or modify the Company Board Recommendation or to adopt, approve or recommend (or publicly propose to adopt, approve or recommend)

any Company Acquisition Proposal shall be adopted or proposed (the actions set forth in the foregoing clause (ii), if taken, shall constitute,

in each case, a “Company Board Adverse Recommendation Change”).

(d)

Notwithstanding anything to the contrary contained in this Agreement, and subject to compliance with Section 5.6(a) and this

Section 5.13(d), if at any time prior to the receipt of the Company Stockholder Written Consent:

(i)

the Company or Parent has received a bona fide Company Acquisition Proposal (which Company Acquisition Proposal did not arise

out of a material breach of Section 5.6(a)) that has not been withdrawn and after consultation with outside legal counsel, the

Company Board shall have determined, in good faith, that such Company Acquisition Proposal constitutes a Superior Offer, the Company Board

may make a Company Board Adverse Recommendation Change if and only if, the Company Board determines in good faith, after consultation

with the Company’s outside legal counsel and financial advisor, that the failure to do so would be inconsistent with the fiduciary

duties of the Company Board under applicable Law; provided, that, the Company Board shall not be entitled to make, or agree or resolve

to make, a Company Board Adverse Recommendation Change unless (A) the Company Board has provided at least four (4) Business Days’

prior written notice to SPAC advising that the Company Board proposes to take such action and which notice contains the material facts

underlying the Company Board’s determination that it intends to make a Company Board Adverse Recommendation Change (a “Company

Determination Notice”; and such period the “Company Notice Period”); (B) during such Company Notice

Period, the Company Board has engaged in good faith negotiations with the SPAC and its Representatives to make such adjustments in the

terms and conditions of this Agreement so as to obviate the need for a Company Board Adverse Recommendation Change and (C) following expiration

of such Company Notice Period, the Company Board reaffirms in good faith, after consultation with and upon the advice of its outside legal

counsel and after taking into account any adjustments in the terms and conditions of this Agreement proposed by the SPAC and its Representatives,

that the failure to make a Company Board Adverse Recommendation Change would be inconsistent with the fiduciary duties of the Company

Board under applicable Law; and

(ii)

unless this Agreement is otherwise terminated pursuant to Article 7, the Company’s obligation to solicit the consent

of Parent to sign the Company Stockholder Written Consent in accordance with this Section 5.13 shall not be limited or otherwise

affected by the commencement, disclosure, announcement or submission of any Superior Offer or other Company Acquisition Proposal or by

any Company Board Adverse Recommendation Change.

(e)

SPAC may not modify or waive any provisions of an Investor Subscription Agreement without the prior written consent of the Company;

provided that any modification or waiver that does not affect any economic or any other material term of an Investor Subscription

Agreement shall not require the prior written consent of the Company. Subject to the immediately preceding sentence, SPAC and the Company

shall each use their reasonable best efforts, (i) to take, or to cause to be taken, all actions required, necessary or that it otherwise

deems to be proper or advisable to consummate the transactions contemplated by the Investor Subscription Agreements on or prior to the

Closing on the terms described therein, and (ii) to satisfy on a timely basis all conditions and covenants applicable to SPAC in the Investor

Subscription Agreements and otherwise comply with its obligations thereunder and to enforce the rights of SPAC under the Investor Subscription

Agreements to cause the PIPE Investors to pay to (or as directed by) SPAC the applicable purchase price under each PIPE Investor’s

applicable Investor Subscription Agreement in accordance with its terms. As promptly as practicable after either SPAC, on the one hand,

or the Company and Parent on the other hand, acquires knowledge thereof, SPAC, on the one hand, or the Company and Parent on the other

hand, shall give the other party(s) written notice: (x) of any breach or default (or any event or circumstance that, with or without notice,

lapse of time or both, could give rise to any breach or default) by any party to any Investor Subscription Agreement; (y) of the receipt

of any written notice or other written communication from any party to any Investor Subscription Agreement with respect to any actual,

potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Investor Subscription

Agreement or any provisions of any Investor Subscription Agreement; or (z) if SPAC does not expect to receive all or any portion of the

PIPE Financing Amount on the terms, in the manner or from the sources contemplated by the Investor Subscription Agreements.

5.14

SPAC 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 each SPAC Party, as provided in the applicable SPAC Party’s Governing Documents or as provided in such Person’s indemnity

agreement set forth on Section 5.14(a) of the SPAC Disclosure Schedules and made available to the Company (each, a “SPAC

Indemnity Agreement”), in either case, solely with respect to any matters occurring on or prior to the Effective Time

shall survive the transactions contemplated by this Agreement and shall continue in full force and effect from and after the Effective

Time for a period of six (6) years and (ii) SPAC 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 in accordance with the applicable SPAC Party’s Governing

Documents, the SPAC Indemnity Agreement or applicable Law. To the maximum extent permitted by applicable Law, during such six (6)-year

period, SPAC shall advance, or cause to be advanced, expenses in connection with such indemnification as provided in the applicable

SPAC Party’s Governing Documents or applicable SPAC Indemnity Agreement as in effect immediately prior to the Effective

Time. The indemnification and liability limitation or exculpation provisions of the SPAC Parties’ Governing Documents shall

not, during such six (6)-year period, be amended, repealed or otherwise modified after the Effective Time in any manner that

would materially and adversely affect the rights thereunder of individuals who, as of immediately prior to the Effective Time,

or at any time prior to such time, were directors or officers of any SPAC Party (the “SPAC 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 Effective Time and relating to the fact that such SPAC D&O Person was a director or officer of any SPAC Party on or

prior to the Effective Time, unless such amendment, repeal or other modification is required by applicable Law.

(b)

SPAC shall not have any obligation under this Section 5.14 to any SPAC 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 SPAC

D&O Person in the manner contemplated hereby is prohibited by applicable Law.

(c)

SPAC shall purchase, at or prior to the Closing, and SPAC shall maintain, or cause to be maintained, in effect for a period of

six (6) years following the Effective Time, without lapses in coverage, a “tail” policy providing directors’ and

officers’ liability insurance coverage for the benefit of those Persons who are covered by any comparable insurance policies

of the SPAC Parties as of the date of this Agreement with respect to matters occurring on or prior to the Effective Time (the “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 Persons covered thereby) the coverage provided under the

SPAC Parties’ directors’ and officers’ liability insurance policies as of the date of this Agreement; provided

that neither SPAC nor any of its Affiliates shall pay a premium for such “tail” policy in excess of three hundred fifty

percent (350%) of the most recent annual premium paid by SPAC prior to the date of this Agreement and, in such event, SPAC or one of its

respective Affiliates shall purchase the maximum coverage available for three hundred fifty percent (350%) of the most recent annual

premium paid by SPAC prior to the date of this Agreement.

(d)

If SPAC 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 SPAC shall assume all of the obligations set forth in this

Section 5.14.

(e)

The SPAC D&O Persons entitled to the indemnification, expense reimbursement, 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 shall be binding on all successors and assigns of

SPAC.

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 Company, as provided in the Company’s Governing Documents or as provided in such Person’s indemnity agreement set forth

on Section 5.15(a) of the Company Disclosure Schedules and made available to SPAC (each, a “Company Indemnity Agreement”),

in either case, solely with respect to any matters occurring on or prior to the Effective Time, shall survive the transactions contemplated

by this Agreement and shall continue in full force and effect from and after the Effective Time for a period of six (6) years

and (ii) SPAC shall and shall cause the Company to perform and discharge all obligations to provide such indemnity and exculpation during

such six (6)-year period in accordance with the Company’s Governing Documents, the Company Indemnity Agreement or applicable Law.

To the maximum extent permitted by applicable Law, during such six (6)-year period, SPAC shall and shall cause the Company to advance

expenses in connection with such indemnification as provided in the Company’s Governing Documents or the applicable Company

Indemnity Agreement in effect as of immediately prior to the Effective Time. The indemnification and liability limitation or exculpation

provisions of the Company’s Governing Documents shall not, during such six (6)-year period, be amended, repealed or otherwise modified

following the Effective Time in any manner that would materially and adversely affect the rights thereunder of individuals who,

as of the Effective Time or at any time prior to the Effective Time, were directors or officers of the Company (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 the Company

on or prior to the Effective Time, unless such amendment, repeal or other modification is required by applicable Law.

(b)

None of SPAC or the Company 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)

If SPAC 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 SPAC shall assume all of the obligations set forth in this

Section 5.15.

(d)

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 SPAC.

5.16

Post-Closing Directors and Officers.

(a)

SPAC shall take all such action within its power as may be necessary or appropriate such that effective immediately after the

Effective Time (i) the SPAC Board shall initially consist of a number of directors determined by the Company upon written notice

to SPAC prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing SPAC Holders, which shall be divided into

three (3) classes, designated Class I, II and III, as designated by the Company; (ii) the members of the SPAC Board are the individuals

determined in accordance with Section 5.16(b) and Section 5.16(c); (iii) the members of the compensation committee, audit

committee and nominating committee of the SPAC Board are the individuals determined in accordance with Section 5.16(d); and (iv) the

officers of SPAC (the “Officers”) are the individuals determined in accordance with Section 5.16(e).

(b)

Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing SPAC Holders, the Company following consultation

with SPAC shall determine a number of individuals to serve as independent directors on the SPAC Board immediately after the Effective

Time (the “Independent Designees”) which Independent Designees shall be reﬂected in the Registration Statement

/ Proxy Statement mailed to the Pre-Closing SPAC Holders.

(c)

Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing SPAC Holders, the individuals set forth on

Schedule 5.16(c) of the Company Disclosure Schedules and such other individuals identified by the Company upon written notice

to SPAC shall be directors on the SPAC Board immediately after the Effective Time (each, an “Initial Company Designee”);

provided that, if, following the final SPAC Shareholder Redemption, the amount then remaining in the Trust Account (after giving

effect to the aggregate amount of all SPAC Shareholder Redemptions) is greater than $25,000,000, the individual identified on Section

5.16(c) of the SPAC Disclosure Schedules shall also be a director on the SPAC Board immediately after the Effective Time (the “Potential

SPAC Designee”); provided, further that the Company in its sole discretion may designate additional individuals to serve

as a director on the SPAC Board immediately after the Effective Time (the “Other Company Designees”, and

together with the Initial Company Designees, collectively, the “Company Designees”). If an individual is not

designated by the Company to serve as an Other Company Designee prior to the mailing of the Registration Statement / Proxy Statement to

the Pre-Closing SPAC Holders, such unfilled director position shall be left vacant and shall be filled following the Effective

Time in accordance with the Governing Documents of SPAC. Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing

SPAC Holders, (i) the Company may in consultation with SPAC replace any Company Designee with any individual by notice to SPAC and (ii)

if applicable, SPAC may, with the consent of the Company, replace the Potential SPAC Designee with any individual. Prior to the mailing

of the Registration Statement / Proxy Statement to the Pre-Closing SPAC Holders, the Company Board shall designate whether each individual

who will serve on the SPAC Board immediately after the Effective Time (including, if applicable, the Potential SPAC Designee) will

be designated as a member of Class I, Class II or Class III.

(d)

Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing SPAC Holders, (i) the Company Board may designate

the Independent Designees to serve as a member of the compensation committee, the audit committee or the nominating committee of the SPAC

Board immediately after the Effective Time, following consultation with SPAC, based on the qualifications of the Independent

Designees, subject to applicable listing rules of Nasdaq and applicable Law, and (ii) the Company shall, subject to clause (i), designate

each other director that will serve on the compensation committee, the audit committee and the nominating committee of the SPAC Board

immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq

and applicable Law.

(e)

Prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing SPAC Holders, the Company shall determine

and provide written notice to SPAC specifying the individuals to serve as Officers as of immediately after the Effective Time, with

each such individual holding the title set forth opposite his or her name. In the event that any such individuals are unwilling or unable

(whether due to death, disability, termination of service or otherwise) to serve as an Officer, then, prior to the mailing of the

Registration Statement / Proxy Statement to the Pre-Closing SPAC Holders, the Company may following consultation with SPAC replace such

individual with another individual to serve as such Officer.

5.17

Required Company Financial Statements.

(a)

As promptly as reasonably practicable, but no later than thirty (30) days following the date of this Agreement, the Company shall

deliver to SPAC the Required Company Financial Statements. Each of the Company and SPAC, shall use its reasonable best efforts to cooperate

with one another in the prompt preparation (but no later than forty-five (45) days following the date hereof) of customary pro forma financial

statements (after giving effect to the transactions contemplated hereby) to the extent required to be included in the Registration

Statement / Proxy Statement and any other filings to be made by SPAC with the SEC in connection with the transactions contemplated

by this Agreement or any Ancillary Document. The Required Company Financial Statements, together with any audited or unaudited balance

sheet and the related audited or unaudited statements of operations and comprehensive loss, and stockholders’ deficit and cash

ﬂows of the Company as of and for a year-to-date period ended as of the end of a different fiscal quarter (and as of and

for the same period from the previous fiscal year) or fiscal year (and as of and for the prior fiscal quarter) that is

required to be included in the Registration Statement / Proxy Statement (A) will fairly present in all material respects the financial

position of the Company as at the date 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), (B) will be 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), (C) in the case of any audited financial statements, will be audited in accordance with

the standards of the PCAOB and contain an unqualified report of the Company’s auditor, (D) will 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) at the time of filing

of the Registration Statement / Proxy Statement and at the time of effectiveness of the Registration Statement / Proxy Statement,

as applicable, and (E) will be prepared from and accurately reflect the books and records of the Company.

(b)

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 of the Company or SPAC 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 SPAC 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.

5.18

Key Employees; SPAC Incentive Equity Plan; SPAC Employee Stock Purchase Plan.

(a)

During the Pre-Closing Period, the Company and SPAC will identify key employees, advisors or consultants of the Company to enter into

employment or service provider arrangements with SPAC, in each case, with such employment or service provider arrangements to become effective

upon the Closing.

(b)

Prior to the effectiveness of the Registration Statement / Proxy Statement, the SPAC Board shall approve and adopt an equity

incentive plan, in substantially the form attached hereto as Exhibit G and with any changes or modifications thereto as the

Company and SPAC may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or SPAC,

as applicable) (the “SPAC Incentive Equity Plan”), in the manner prescribed under applicable Laws, effective

as of one day prior to the Closing Date, reserving a percentage (to be mutually agreed by the Company and SPAC, taking into account the

advice and recommendations of an independent compensation consultant) of SPAC Shares issued and expected to be outstanding immediately

after the Effective Time (as determined on a fully diluted basis after giving effect to the PIPE Financing), which shall be in addition

to the SPAC Shares issuable upon the exercise or conversion of the Rollover Options. The SPAC Incentive Equity Plan will provide that

the SPAC Shares reserved for issuance thereunder will automatically increase annually on the first day of each fiscal year beginning

with the 2027 fiscal year in an amount equal to a percentage (to be mutually agreed by the Company and SPAC, taking into account

the advice and recommendations of an independent compensation consultant) of SPAC Shares outstanding on the last day of the immediately

preceding fiscal year (as determined on a fully diluted basis) or such lesser amount as determined by the administrator of the SPAC

Incentive Equity Plan. Prior to the effectiveness of the Registration Statement / Proxy Statement, the SPAC Board shall approve and

adopt an employee stock purchase plan, in substantially the form attached hereto as Exhibit H and with any changes or modifications

thereto as the Company and SPAC may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either the

Company or SPAC, as applicable) (the “SPAC Employee Stock Purchase Plan”), in the manner prescribed under Section

423 of the Code and other applicable Laws, effective as of one day prior to the Closing Date, reserving a percentage (to be mutually

agreed by the Company and SPAC, taking into account the advice and recommendations of an independent compensation consultant) of SPAC

Shares issued and expected to be outstanding immediately after the Effective Time (as determined on a fully diluted basis after giving

effect to the PIPE Financing). The SPAC Employee Stock Purchase Plan will provide that the SPAC Shares reserved for issuance thereunder

will automatically increase annually on the first day of each fiscal year beginning with the 2027 fiscal year and ending

with the 2036 fiscal year in an amount equal to a percentage (to be mutually agreed by the Company and SPAC, taking into account the advice

and recommendations of an independent compensation consultant) of SPAC Shares outstanding on the last day of the immediately preceding

fiscal year (as determined on a fully diluted basis) or such other amount as determined by the administrator of the SPAC Employee

Stock Purchase Plan.

5.19

Wrong Pockets.

(a)

For a period of two (2) years following the Closing Date, if Parent or any of its Affiliates discovers that it holds, possesses or

contractually controls any asset, right, property or liability that (i) primarily relates to the Business or the Company Products, (ii)

should have been transferred to or assumed by the Company as part of the Reorganization and (iii) was not transferred to or assumed by

the Company at or prior to the Closing (each, a “Business Asset”), Parent shall promptly (and in any event within

fifteen (15) Business Days of becoming aware of such Business Asset) notify SPAC in writing and transfer, assign and deliver such Business

Asset to the Company (or such other Affiliate as SPAC may designate), free and clear of all Liens other than Permitted Liens, for no additional

consideration. Parent shall, and shall cause its applicable Affiliate to, execute and deliver such further instruments of conveyance and

transfer, and take such other actions, as SPAC may reasonably request to vest in the Company (or its designee) full right, title and interest

in and to each such Business Asset.

(b)

Pending any transfer contemplated by Section 5.19(a), Parent shall, or shall cause the party holding any asset that is a Business

Asset to, in each case, promptly following discovery of such Business Asset, (i) hold such Business Asset for the benefit of SPAC

and its Affiliates and (ii) not encumber, transfer, license, exploit, or dispose of such Business Asset without the prior written consent

of SPAC.

(c)

To the extent that any Business Asset is a Contract or other right that, by its terms or by applicable Law, is not capable of being

transferred or assigned without the Consent of a third party (each, a “Restricted Business Asset”), and such

Consent has not been obtained prior to the Closing, then (i) neither this Section 5.19 nor any other provision of this Agreement

shall constitute or require an assignment or transfer of such Restricted Business Asset if such assignment or transfer would constitute

a breach thereof or a violation of applicable Law, and (ii) Parent shall, and shall cause its applicable Affiliates to, following the

Closing, use commercially reasonable efforts to obtain any such required Consent or to provide SPAC with the benefits of such Restricted

Business Asset.

(d)

All documented out-of-pocket costs incurred in effecting the transfer of Business Assets under this Section 5.19 shall be borne

by Parent; provided, that neither Parent nor any of its Affiliates shall be required to make any payment to any third party as a condition

of obtaining any third party consent, waiver, novation or approval in connection with such transfer.

5.20

FIRPTA Certificates. At or prior to the Closing, the Company shall deliver, or cause to be delivered, to SPAC (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 a form and substance reasonably acceptable to SPAC, (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.

5.21 Investor Rights

Agreements. Parent and SPAC shall execute the Investor Rights Agreement at the Closing in the form attached hereto as Exhibit C. The Parties shall cause the Investor Rights Agreement

to provide for registration of the resale of the SPAC Shares underlying any Pre-Funded Warrants and for joinder by the

Distributees. The Parties shall take all necessary steps to execute the individual joinder of each shareholder of Parent to the Investor Rights Agreement

as soon as practicable after the Closing and in any event no later than the Distribution.

5.22

Assignment and Assumption of Underwriter Indemnification Obligations.

(a)

SPAC shall ensure that, upon consummation of the Domestication and the Merger, SPAC, as the public entity resulting from the transactions

contemplated hereby, shall assume and be bound by all indemnification obligations of SPAC (prior to the Domestication) under Section

8 of that certain Underwriting Agreement, dated as of May 18, 2026, by and among SPAC and Leerink Partners LLC (the “Underwriting

Agreement”) as if SPAC had been an original party to the Underwriting Agreement.

(b)

Leerink Partners LLC is intended to be an express third-party beneficiary of this Section 5.22 and shall be entitled to rely

upon the representations and warranties contained in Article 3 and Article 4 of this Agreement as if they were a party to

this Agreement, solely for purposes of enforcing the indemnification obligations assumed pursuant to this Section 5.22.

Article

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT

6.1

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement

are subject to the satisfaction or, if permitted by applicable Law, written waiver by the Party for whose benefit such condition exists

of the following conditions:

(a)

each applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement, and any agreement between

a Party with any Governmental Entity not to consummate transactions contemplated by this Agreement, shall have expired or been terminated

or obtained (or deemed, by applicable Law, to have been obtained), as applicable;

(b)

no Order or Law or other legal restraint or prohibition issued by any court of competent jurisdiction or other Governmental Entity

enjoining, prohibiting or preventing the consummation of the transactions contemplated by this Agreement (including the Domestication

and the Merger) 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 in effect with respect to the Registration Statement / Proxy

Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending and not withdrawn;

(d)

the Company Stockholder Written Consent shall have been obtained;

(e)

the Required SPAC Shareholder Approval shall have been obtained;

(f)

SPAC’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have

been approved and, immediately following the Effective Time, SPAC shall satisfy any applicable initial and continuing listing requirements

of Nasdaq, and SPAC 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 Effective Time, and the SPAC Shares (after giving effect, for the avoidance of doubt, to the Domestication

and including, for the avoidance of doubt, the SPAC Shares to be issued pursuant to the Merger and the PIPE Financing) shall have been

approved for listing on Nasdaq;

(g)

after giving effect to the transactions contemplated hereby (including after giving effect to the PIPE Financing and all

of the SPAC Shareholder Redemptions), SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule

3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time; and

(h)

the Required Transaction Proposals shall have been approved.

6.2

Other Conditions to the Obligations of the SPAC Parties. The obligations of the SPAC Parties to consummate the transactions contemplated

by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by SPAC (on behalf of itself and the other

SPAC Parties) 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 in all material respects 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) 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 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 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 and Parent shall have performed and complied in all material respects with the covenants and agreements required to be

performed or complied with by the Company or Parent under this Agreement at or prior to the Closing;

(c)

since the date of this Agreement, no Company Material Adverse Effect shall have occurred that is continuing;

(d)

the Company shall have identified and publicly announced a Chief Executive Officer of SPAC (to serve in such role as of immediately

following the Closing), who shall have accepted such appointment in writing and whose employment shall be effective prior to or as of

the Closing;

(e)

the Company shall have identified and publicly announced a board of directors of SPAC (to serve in such role as of immediately following

the Closing), whose appointment shall be effective prior to or as of the Closing; and

(f)

at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to SPAC 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(c) are satisfied;

(ii)

the Lock-Up Agreement duly executed by Parent;

(iii)

the Investor Rights Agreement duly executed by Parent; and

(iv)

the Support Agreement, duly executed by Parent.

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, written waiver by the Company of the following further

conditions:

(a)

(i) the SPAC Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) shall

be true and correct in all material respects 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) 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 the SPAC Parties (other than the SPAC Fundamental Representations) contained in Article 4 of

this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “SPAC

Material Adverse Effect” or any similar limitation set forth herein) in all respects 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 a SPAC Material Adverse Effect;

(b)

the SPAC Parties 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)

since the date of this Agreement, no SPAC Material Adverse Effect shall have occurred that is continuing;

(d)

the SPAC Board shall consist of the number of directors, and be comprised of the individuals, determined pursuant to Section 5.16(a)(i)

and (ii);

(e)

the Aggregate Transaction Proceeds shall be equal to or greater than $200,000,000;

(f)

the Domestication shall have been consummated at least one (1) Business Day prior to the Closing Date;

(g)

at or prior to the Closing, SPAC shall have delivered, or caused to be delivered, the following documents:

(i)

a certificate duly executed by an authorized officer of SPAC, dated as of the Closing Date, to the effect that the

conditions specified in Section 6.3(a), Section 6.3(b) and Section 6.3(c) are satisfied, in a form and

substance reasonably satisfactory to the Company;

(ii)

the Investor Rights Agreement, duly executed by SPAC;

(iii)

the Lock-Up Agreement, duly executed by SPAC and the Sponsor; and

(iv)

the Sponsor Letter Agreement, duly executed by the Sponsor and SPAC.

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 failure of the Company to comply with or perform any of its covenants

or obligations set forth in this Agreement. None of the SPAC Parties may rely on the failure of any condition set forth in this Article

6 to be satisfied if such failure was proximately caused by the failure of the SPAC Parties to comply with or perform any of

their covenants or obligations set forth in this Agreement.

Article

TERMINATION

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, solely:

(a)

by mutual written consent of SPAC and the Company;

(b)

by SPAC, if any of the representations or warranties set forth in Article 3 shall not be true and correct or if the Company

or Parent has failed to perform or has otherwise breached any of its covenants or agreements 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)

would not be satisfied (assuming the Closing occurred as of such date) 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 SPAC, and (ii) the Termination

Date; provided, however, that none of the SPAC Parties 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 (assuming the Closing occurred

as of such date);

(c)

by the Company, if any of the representations or warranties set forth in Article 4 shall not be true and correct or if any

SPAC Party has failed to perform any covenant or agreement on the part of such applicable SPAC Party 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 (assuming the Closing occurred as of such date) 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 SPAC 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 (assuming the Closing occurred as of such date);

(d)

by either SPAC or the Company, if the transactions contemplated by this Agreement shall not have been consummated on or prior to the

date that is nine (9) months following the date of this Agreement (the “Termination Date”); provided,

that (i) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to SPAC if any SPAC Party’s

breach of any of its covenants or obligations under this Agreement, or any Ancillary Documents to which it is a party, shall have proximately

caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date, and (ii) the right

to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to the Company if the Company’s or Parent’s

breach of any of its covenants or obligations under this Agreement or any Ancillary Documents to which it is a party, shall have proximately

caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date;

(e)

by either SPAC or the Company, if any Governmental Entity shall have issued an Order or taken any other action permanently enjoining,

restraining, materially delaying or otherwise prohibiting the transactions contemplated by this Agreement (including the Domestication

and the Merger) and such Order or other action shall have become final and nonappealable;

(f)

by either SPAC or the Company if the SPAC Shareholders Meeting has been held (including any adjournment thereof), has concluded, SPAC’s

shareholders have duly voted and the Required SPAC Shareholder Approval was not obtained;

(g)

by SPAC, if the Company has not delivered, or caused to be delivered, to SPAC, the Company Stockholder Written Consent on or prior

to the Company Stockholder Written Consent Deadline;

(h)

by the Company or Parent (at any time prior to receiving the Company Stockholder Written Consent) concurrently with entering into

a Permitted Alternative Agreement and the payment to SPAC of the Superior Offer Termination Fee; or

(i)

by SPAC (at any time prior to the Company receiving the Company Stockholder Written Consent) if the Company Board shall have made

a Company Board Adverse Recommendation Change.

7.2

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1, (a) 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 Section 5.3(a), this Section 7.2, Section 7.3, 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 its respective terms. Notwithstanding the foregoing or anything to the contrary herein, the termination of

this Agreement pursuant to Section 7.1 shall not affect 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.

7.3

Termination Fee.

(a)

If this Agreement is terminated (i) by the Company pursuant to Section 7.1(h), then the Company shall pay to SPAC an amount

equal to the greater of (A) $10,000,000 and (B) the Superior Offer Payment (provided that in no event shall the Superior Offer Payment

exceed an amount equal to $50,000,000), within three (3) Business Days following the termination of this Agreement and the entry into

a Permitted Alternative Agreement (the “Superior Offer Termination Fee”), (ii) by SPAC pursuant to Section

7.1(i) then the Company shall pay to SPAC an amount equal to $10,000,000 within three (3) Business Days following the termination

of this Agreement, or (iii) by either SPAC or the Company pursuant to Section 7.1(e), then the Company shall reimburse SPAC for

all reasonable and documented third-party costs and expenses incurred by SPAC up to a maximum of $3,000,000 within three (3) Business

Days following the termination of this Agreement (the “Other Termination Fees” and together with the Superior

Offer Termination Fee, the “SPAC Termination Fees”).

(b)

The Parties agree that, (i) subject to Section 7.2, payment of either of the SPAC Termination Fees shall, as applicable,

in the circumstances in which either is owed in accordance with Section 7.3(a), (A) constitute the sole and exclusive remedy of

SPAC following the termination of this Agreement under the circumstances described in Section 7.3(a), as applicable and (B) the

Company (and any partner, member, stockholder, director, officer, employee, Subsidiary, Affiliate, agent or other Representative of the

Company) shall have no further liability to SPAC in connection with or arising out of this Agreement or the termination thereof, any breach

of this Agreement by the Company giving rise to such termination, or the failure of the transactions contemplated hereby to be consummated

and neither SPAC nor any of its Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against or seek

to obtain any recovery, judgment or damages of any kind against the Company (and any partner, member, stockholder, director, officer,

employee, Subsidiary, Affiliate, agent or other Representative of the Company) in connection with the foregoing, (ii) in no event shall

the Company be required to pay either the Superior Offer Termination Fee or any Other Termination Fee on more than one occasion and (iii)

in no event shall the Company be required to pay more than one instance of the SPAC Termination Fees. Notwithstanding the foregoing, nothing

in this Section 7.3(b) shall limit the rights of SPAC and Merger Sub under Section 8.17.

Article

MISCELLANEOUS

8.1

Non-Survival. None of the representations, warranties, covenants, obligations or other agreements of the SPAC Parties, on one hand,

and the Company and Parent, on the other hand, contained in this Agreement or in any other Ancillary Document (including all schedules

and exhibits hereto and thereto and all certificates, documents and instruments furnished pursuant to this Agreement on or after the date

hereof) shall survive the Closing, except for those covenants and agreements that by their terms expressly contemplate performance in

whole or in part after the Closing.

8.2

Entire Agreement; Assignment. This Agreement (together with the Ancillary Documents and the Confidentiality Agreement) 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. This Agreement may not be assigned by any Party (whether

by operation of law or otherwise) without the prior written consent of (a) SPAC, on the one hand, and the Company or Parent, on the other

hand, prior to Closing and (b) SPAC after the Closing. Any attempted assignment of this Agreement not in accordance with the terms of

this Section 8.2 shall be void.

8.3

Amendment. This Agreement may be amended or modified only by a written agreement executed and delivered by (a) SPAC, on the one

hand, and the Company or Parent, on the other hand, prior to the Closing and (b) SPAC, the Sponsor and Parent 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.

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:

(a)

If to any SPAC Party, to:

153 Central Avenue

C/O 56

Westfield, NJ 07091

Attention:

Pavan Cheruvu and Nick Fernandez

E-mail:

pcheruvu@amanat.bio and nfernandez@amanat.bio

with a copy (which shall not constitute

notice) to:

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

Attention:

Jocelyn Arel

E-mail:

JArel@goodwinlaw.com

and

Goodwin Procter LLP

The New York Times Building, 620 Eighth

Avenue

New York, NY 10018

Attention:

Justin Anslow

E-mail:

JAnslow@goodwinlaw.com

If to the Company or Parent, to:

Corxel Pharmaceuticals, Inc.

200 Connell Drive

Suite 1000

Berkeley Heights, New Jersey 07922

Attn:

Kevin Xie

Email:

kevin.xie@corxelbio.com

with a copy (which shall not constitute

notice) to:

Cooley LLP

55 Hudson Yards

New York, NY 10001

Attention:

Div Gupta, Rama Padmanabhan; Lindsey O. Crow

E-mail:

dgupta@cooley.com

padmanabhan@cooley.com

lcrow@cooley.com

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.

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 laws of the Cayman Islands

shall also apply to the Domestication).

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 SPAC shall pay, or cause to be paid, all Unpaid SPAC Expenses and (b) if the Closing occurs, then the Surviving Company shall pay,

or cause to be paid, all Unpaid Company Expenses and all Unpaid SPAC Expenses.

8.7

Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the 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 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 disjunctive but not necessarily 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) references

from or through any date mean from and including or through and including such date, respectively; (j) 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”; (k) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of

this Agreement; (l) the words “made available” (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 SPAC, any documents or other materials posted to the electronic

data room located at Ideals Virtual Data Room under the project name “Project Meridian (External VDR)” as of 5:00 p.m., Eastern

Time, at least one (1) Business Day prior to the date of this Agreement; (m) all references to any Law will be to such Law as amended,

supplemented or otherwise modified or re-enacted from time to time; and (n) 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). 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.

8.8

Exhibits and Schedules. All Exhibits and Schedules, or documents expressly incorporated into this Agreement, are hereby incorporated

into this Agreement and are hereby made a part hereof as if set out in full in this Agreement. 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 SPAC 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 SPAC Disclosure Schedules), respectively, 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 SPAC Disclosure Schedules), respectively, where the relevance of such disclosure to

such other Section or subsection is reasonably apparent on the face of the disclosure. 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.

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 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. Each of the Non-Party Affiliates shall be an express third-party beneficiary of Section 8.13 (to

the extent related to the foregoing). From and after the Closing, each shareholder of Parent who will be a Distributee upon the Distribution

is an express third-party beneficiary of Section 2.1(b)(vii) (with respect to the election of Pre-Funded Warrants), Section

5.5(a), Section 5.5(e), Section 5.21 and Section 8.20 with the right to enforce such provisions directly against

the Parties (including by an action for damages, and including specific performance and other equitable relief pursuant to Section

8.17, which shall apply to such enforcement mutatis mutandis), exercisable through Parent or through such Persons holding or entitled

to receive a majority of the SPAC Shares and Pre-Funded Warrants then held by or distributable to all such Persons (with Pre-Funded Warrants

counted on the basis of the SPAC Shares underlying them).

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.

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.

8.12

Knowledge of Company and/or Parent; Knowledge of SPACFor all purposes of this Agreement, the phrase “to the Company’s

knowledge”, “to the knowledge of the Company” or “to the knowledge of Parent” 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 and investigation of his or her direct reports. For all purposes of this Agreement, the phrase

“to SPAC’s knowledge” or “to the knowledge of SPAC” 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 SPAC Disclosure Schedules, assuming reasonable due inquiry

and investigation 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 SPAC Disclosure Schedules shall have any personal Liability or obligations regarding

such knowledge.

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 SPAC Non-Party Affiliate that is party thereto (each, a “Non-Party Affiliate”) and then solely with

respect to claims against the Non-Party Affiliate that are party to the applicable Ancillary Documents, each Party agrees on behalf of

itself and on behalf of the Company Non-Party Affiliates, in the case of the Company or Parent, and the SPAC Non-Party Affiliates,

in the case of SPAC, 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, Parent, SPAC or any Non-Party Affiliate concerning the Company, Parent, any SPAC Party, this Agreement

or the transactions contemplated hereby.

8.14

Extension; Waiver. The Company or Parent prior to the Closing, and the Company, Parent and the Sponsor after the Closing may (a) extend

the time for the performance of any of the obligations or other acts of the SPAC Parties set forth herein, (b) waive any inaccuracies

in the representations and warranties of the SPAC Parties set forth herein or (c) waive compliance by the SPAC Parties with any of the

agreements or conditions set forth herein. SPAC may (i) extend the time for the performance of any of the obligations or other acts of

the Company or Parent set forth herein, (ii) waive any inaccuracies in the representations and warranties of the Company or Parent set

forth herein or (iii) waive compliance by the Company or Parent 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 by a duly authorized representative thereof. 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. Notwithstanding anything

to the contrary in this Section 8.14, no waiver of any provision described in Section 8.20(e), shall be effective except

in accordance with Section 8.20(e) and Section 8.9.

8.15

Waiver of Jury Trial. EACH OF THE PARTIES 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. EACH

OF THE PARTIES 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.

8.16

Submission to Jurisdiction. Each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the Court

of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, the Superior

Court of the State of Delaware or the United States District Court for the District 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 of the transactions contemplated hereby

or any Ancillary Document 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 of the transactions contemplated hereby or

any Ancillary Document 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.

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 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.

8.18

Trust Account Waiver. Reference is made to the final prospectus of SPAC, filed with the SEC (File No. 333-295170) on May

20, 2026 (the “Prospectus”). Each of the Company and Parent acknowledges and agrees and understands that SPAC

has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering

(the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued

from time to time thereon) for the benefit of SPAC’s public shareholders (including overallotment shares acquired by SPAC’s

underwriters, the “Public Shareholders”), and SPAC may disburse monies from the Trust Account only in the express

circumstances described in the Prospectus. For and in consideration of SPAC entering into this Agreement, and for other good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Company and Parent hereby agrees on behalf

of itself and its Representatives that, notwithstanding the foregoing or anything to the contrary in this Agreement, neither the Company,

Parent nor any of their 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), 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 SPAC or any of its Representatives, on the one hand, and, the Company, Parent or any

of their 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”). Each of the Company and Parent (on its own behalf and on behalf of their 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 SPAC 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 SPAC or its Affiliates).

8.19

Legal Representation; Privilege.

(a)

The Parties agree that, notwithstanding the fact that Goodwin Procter LLP (“Goodwin”) may have, prior to

Closing, jointly represented SPAC, Merger Sub and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions

contemplated hereby and thereby, and has also represented SPAC and/or its Affiliates in connection with matters other than the transaction

that is the subject of this Agreement, Goodwin will be permitted in the future, after Closing, to represent the Sponsor or its respective

Affiliates in connection with matters in which such Persons are adverse to SPAC or any of its Affiliates, including any disputes

arising out of, or related to, this Agreement. The Company and Parent, each of which is or has the right to be represented by independent

counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates

to waive) any actual or potential conﬂict of interest that may hereafter arise in connection with Goodwin’s future representation

of one or more of the Sponsor or its Affiliates in which the interests of such Person are adverse to the interests of SPAC and/or

the Company (or the Surviving Company) or any of their respective Affiliates, including any matters that arise out of this Agreement

or that are substantially related to this Agreement or to any prior representation by Goodwin of SPAC, Merger Sub, Sponsor or any of their

respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor shall

be deemed the client of Goodwin with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents.

All privileged communications with Goodwin concerning such matters shall remain privileged after the Closing and the privilege and the

expectation of client confidence relating thereto shall belong solely to the Sponsor, shall be controlled by the Sponsor and shall

not pass to or be claimed by SPAC or the Surviving Company or any of their Affiliates; provided, further, that nothing contained

herein shall be deemed to be a waiver by SPAC or any of its Affiliates (including, after the Effective Time, the Surviving Company

and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications

to any third party.

(b)

The Parties agree that, notwithstanding the fact that Cooley LLP (“Cooley”) may have, prior to Closing,

represented the Company in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby,

and has also represented the Company and/or its Affiliates in connection with matters other than the transaction that is the subject

of this Agreement, Cooley will be permitted in the future, after Closing, to represent the Company or its Affiliates in connection

with matters in which such Persons are adverse to SPAC or any of its Affiliates, including any disputes arising out of, or related

to, this Agreement. SPAC, Merger Sub, and/or the Sponsor, who are or have the right to be represented by independent counsel in connection

with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive)

any actual or potential conﬂict of interest that may hereafter arise in connection with Cooley’s future representation of

one or more of the Company or its Affiliates in which the interests of such Person are adverse to the interests of SPAC, Merger Sub,

and/or the Sponsor or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially

related to this Agreement or to any prior representation by Cooley of the Company or any of its Affiliates. The Parties acknowledge

and agree that, for the purposes of the attorney-client privilege, the Company shall be deemed the client of Cooley with respect to the

negotiation, execution and performance of this Agreement and the Ancillary Documents. All privileged communications with Cooley concerning

such matters shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto

shall belong solely to the Company, shall be controlled by the Company and shall not pass to or be claimed by SPAC or the Surviving Company;

provided, further, that nothing contained herein shall be deemed to be a waiver by SPAC or any of its Affiliates (including,

after the Effective Time, the Surviving Company and its Affiliates) of any applicable privileges or protections that can or

may be asserted to prevent disclosure of any such communications to any third party.

8.20 Distribution.

Notwithstanding anything to the contrary in this Agreement or any Ancillary Document: (a)(i) no representation, warranty, covenant or

agreement of the Company or Parent contained herein shall bind, or be deemed to have been made on behalf of, any direct or indirect equityholder,

director, officer, employee, service provider, Affiliate or Representative of Parent (in its capacity as such) that is not a party to

this Agreement, and (ii) no such equityholder, director, officer, employee, service provider, Affiliate or Representative shall have

any liability or obligation under this Agreement or any Ancillary Document (whether in Contract, tort or otherwise, whether at law or

in equity, or whether granted by statute or based on any theory of equity or piercing the corporate veil, alter ego or otherwise) and

(b) nothing in this Agreement or any Ancillary Document shall restrict or limit any direct or indirect equityholder of Parent from acquiring,

holding, voting or disposing of any securities of any Person, and no such equityholder shall be deemed a “Representative”

of any Party for purposes of Section 5.4(a), Section 8.18 or Section 8.19 solely by reason of its equity ownership

in Parent; provided that nothing in this Section 8.20 shall limit the obligations or liability of any Person under any Ancillary

Document to which such Person is a party, solely with respect to such Person’s own obligations thereunder. Each Party acknowledges

that, following the Closing, whether or not the Parent Classification Election is made, Parent intends to distribute or dividend to its

shareholders (whether pro rata or pursuant to one or more exchange or redemption arrangements with one or more of its shareholders) all

or any portion of the SPAC Shares, Pre-Funded Warrants and other consideration received by Parent pursuant to this Agreement (or the

proceeds thereof), including in connection with the cash settlement of Parent Options not assumed pursuant to Section 2.4 (collectively,

the “Distribution”, and each Person receiving SPAC Shares or Pre-Funded Warrants in the Distribution, a “Distributee”),

and the Distribution (and any actions reasonably taken in furtherance thereof) shall be deemed expressly contemplated by this Agreement

and shall not be restricted by, or constitute a breach of, this Agreement (including Section 5.5(a)) or any Ancillary Document.

SPAC shall, and shall cause its Affiliates to, reasonably cooperate with Parent to facilitate the Distribution (including (i) causing

any transfer agent instructions and legends to permit the Distribution, subject to compliance with applicable securities Laws, (ii) filing,

or causing to be filed, any prospectus supplement or post-effective amendment to the resale registration statement Prospectus required

under the Investor Rights Agreement in connection with the registration of the resale of the SPAC Shares and the SPAC Shares underlying

any Pre-Funded Warrants issued to Parent in the Merger, (iii) causing the removal of any restrictive legends from such securities

to the extent permitted by applicable securities Laws, and (iv) if requested by Parent or the applicable Distributee, use reasonable

best efforts to cause SPAC’s counsel to deliver a customary opinion required under Rule 144 of the Securities Act in connection

with the transfer of such SPAC Shares). No amendment or waiver of this Section 8.20, Section 5.5(a), Section 5.5(e)

or Section 2.1(b)(vii) (insofar as it relates to the Pre-Funded Warrant election), or the third-party beneficiary rights in respect

of any of the foregoing under Section 8.9, whether made before or after the Closing, shall be effective against Parent or its

equityholders without the prior written consent of Parent.

* * * * *

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.

AMANAT ACQUISITION CORP

By:

/s/ Nicholas Fernandez

Name:

Nicholas Fernandez

Title:

Chief Financial Officer

CAIRO MERGER SUB, INC.

By:

/s/ Nicholas Fernandez

Name:

Nicholas Fernandez

Title:

Treasurer

CORXEL PHARMACEUTICALS, INC.

By:

/s/ Roderick Wong

Name:

Roderick Wong

Title:

Director

CORXEL PHARMACEUTICALS LIMITED

By:

/s/ Yanping Mou

Name:

Yanping Mou

Title:

Director

Signature

Page to Business Combination Agreement

Annex A

PIPE Investors

A-1

Annex B

Required Governing Documents Proposals

B-1

Annex C

Directors and Officers of the Surviving Company

C-1

Exhibit A

Form of Sponsor Letter Agreement

[Filed Separately]

Ex A-1

Exhibit B

Form of Investor Subscription Agreement

[Filed Separately]

Ex B-1

Exhibit C

Form of Investors Rights Agreement

[Filed Separately]

Ex C-1

Exhibit D

Form of Lock-Up Agreement

[Filed Separately]

Ex D-1

Exhibit E

Form of SPAC Certificate of Incorporation

[Attached]

Ex E-1

CERTIFICATE OF

INCORPORATION

[PUBCO]

*****

SECTION

The name of this corporation is [PUBCO] (the “Corporation”).

SECTION

The address of the registered

office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Zip Code 19801, and

the name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

SECTION

The purpose of the Corporation

is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of

Delaware (the “DGCL”).

SECTION

Section 4.1 The

Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and

“Preferred Stock.” The total number of shares that the Corporation is authorized to issue is 1,500,000,000

shares, consisting of 1,400,000,000 shares of Common Stock, par value $0.0001 per share, and 100,000,000 shares of Preferred Stock,

par value $0.0001 per share.

Section 4.2 The

Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the

“Board”) is hereby expressly authorized to provide for the issue of all or any of the unissued and undesignated

shares of the Preferred Stock, in one or more series, and to fix the number of shares of such series and to determine for each such

series such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating,

optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be set forth in a certificate of

designation adopted by the Board and filed in accordance with the DGCL.

Section 4.3 Irrespective

of the provisions of Section 242(b)(2) of the DGCL, but subject to the terms of any certificate of designation filed with respect to

any series of Preferred Stock, the holders of Preferred Stock and Common Stock shall vote together, and not as separate classes, on

any amendment to this Certificate of Incorporation to increase or decrease the number of authorized shares of Preferred Stock or

Common Stock.

Ex E-2

Section 4.4 Each

outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders

of the Corporation for their vote; provided, however, that, except as otherwise required by applicable law, holders of Common Stock

shall not be entitled to vote on any amendment to this certificate of incorporation (as amended from time to time, the

“Certificate of Incorporation”) (including any certificate of designation filed with respect to any series of

Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such

affected series of Preferred Stock are entitled, either separately or together as a class with the holders of one or more other

affected series of Preferred Stock, to vote thereon pursuant to applicable law or the Certificate of Incorporation (including any

certificate of designation filed with respect to any series of Preferred Stock).

SECTION

For the management of the

business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of

the Corporation, of its directors and stockholders, or any class thereof, as the case may be, it is further provided that:

Section 5.1 Management

of the Business.

Except as otherwise provided

by the DGCL or the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction

of the Board. Subject to any rights of the holders of shares of any one or more series of Preferred Stock then outstanding to elect additional

directors under specified circumstances, the number of directors that shall constitute the Board shall be fixed exclusively by the Board.

Section

5.2 Board of Directors.

Subject to the rights of the

holders of any one or more series of Preferred Stock to elect additional directors under specified circumstances, the directors shall

be divided into three classes designated as Class I, Class II and Class III, respectively. The Board is authorized to assign members of

the Board already in office to such classes at the time the classification becomes effective (the “Filing Date”). At

the first annual meeting of stockholders following the Filing Date, the initial term of office of the Class I directors shall expire,

and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the Filing

Date, the initial term of office of the Class II directors shall expire, and Class II directors shall be elected for a full term of three

years. At the third annual meeting of stockholders following the Filing Date, the initial term of office of the Class III directors shall

expire, and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors

shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting.

Notwithstanding the foregoing

provisions of this section, each director shall serve until such director’s successor is duly elected and qualified or until such

director’s earlier death, resignation or removal. No decrease in the number of directors constituting the Board shall remove or

shorten the term of any incumbent director.

Ex E-3

Section 5.3

Removal of Directors.

Subject to the rights of the

holders of any one or more series of Preferred Stock to remove directors elected by such series of Preferred Stock, any individual director

or the entire Board may be removed from office at any time, but only for cause, and only by the affirmative vote of the holders of at

least 66⅔% of the voting power of all the then-outstanding shares of the capital stock of the Corporation entitled to vote generally

at an election of directors, voting together as a single class.

Section 5.4

Vacancies.

Subject to any limitations

imposed by applicable law and subject to the rights of the holders of any one or more series of Preferred Stock to elect additional directors

or fill vacancies in respect of such directors, any vacancies on the Board resulting from death, resignation, disqualification, removal

or other causes and any newly created directorships resulting from any increase in the number of directors shall be filled only by the

affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board, or by a sole remaining director,

and not by the stockholders. Any director elected to fill a newly created directorship or vacancy in accordance with the preceding sentence

shall hold office until the next annual meeting of stockholders held to elect the class of directors to which such director is elected

and until such director’s successor shall have been elected and qualified or such director’s earlier death, resignation or

removal.

Section 5.5

Preferred Stockholders’ Election Rights.

Whenever the holders of any

one or more series of Preferred Stock shall have the right, voting separately as a series or separately as a class with one or more such

other series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal and other features

of such directorships shall be governed by the terms of the Certificate of Incorporation (including any certificate of designation relating

to any series of Preferred Stock) applicable thereto. The number of directors that may be elected by the holders of any such series of

Preferred Stock shall be in addition to the number fixed pursuant to Section 5.1 hereof, and the total number of directors constituting

the whole Board shall be automatically adjusted accordingly. Except as otherwise provided by the Board in the resolution or resolutions

establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested

of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of

such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors,

shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be, a director)

and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.

Section 5.6 Bylaw

Amendments.

The Board is expressly authorized

and empowered to adopt, amend or repeal any provisions of the bylaws of the Corporation (as amended from time to time, the “Bylaws”)

without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or the Certificate

of Incorporation. The stockholders shall also have power to adopt, amend or repeal the Bylaws; provided, however, that, in addition to

any vote of the holders of any class or series of stock of the Corporation required by applicable law or by the Certificate of Incorporation,

such action by stockholders shall require the affirmative vote of the holders of at least 66⅔% of the voting power of all of the

then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as a single class.

Ex E-4

Section 5.7

Stockholder Actions.

a. The

directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

b. Subject to any

rights of the holders of shares of any one or more series of Preferred Stock then outstanding, any action required or permitted to be

taken by the stockholders of the Corporation must be effected at an annual or special meeting of the stockholders and may not be effected

by consent in lieu of a meeting.

c. Subject

to any rights of the holders of shares of any series of Preferred Stock then outstanding, special meetings of stockholders of the Corporation

may be called only by the Chairperson of the Board, the Chief Executive Officer, the President or directors representing a majority of

directors then in office, but a special meeting may not be called by any other person or persons and any power of stockholders to call

a special meeting of stockholders is specifically denied. Only such business shall be considered at a special meeting of stockholders

as shall have been stated in the notice for such meeting.

SECTION

No director or officer of

the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director

or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL, as the same exists

or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection

of a director or officer of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment,

modification or repeal. Solely for purposes of this Section 6, “officer” shall have the meaning provided in Section

102(b)(7) of the DGCL.

SECTION

Section 7.1 Unless

the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware and any appellate

court therefrom shall be the sole and exclusive forum for: (A) any derivative claim or cause of action brought on behalf of the Corporation;

(B) any claim or cause of action that is based upon a violation of a duty owed by any current or former director, officer, other employee

or stockholder of the Corporation to the Corporation or the Corporation’s stockholders; (C) any claim or cause of action against

the Corporation or any current or former director, officer or other employee of the Corporation, arising out of or pursuant to any provision

of the DGCL, the Certificate of Incorporation or the Bylaws; (D) any claim or cause of action seeking to interpret, apply, enforce or

determine the validity of the Certificate of Incorporation or the Bylaws (including any right, obligation, or remedy thereunder); (E)

any claim or cause of action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; and (F) any

claim or cause of action against the Corporation or any current or former director, officer or other employee of the Corporation, governed

by the internal-affairs doctrine or otherwise related to the Corporation’s internal affairs, in all cases to the fullest extent

permitted by applicable law; provided, however, that if the designation of such court as the sole and exclusive forum for a claim or action

referred to in the foregoing clauses (A) through (F) of this Section would violate applicable law, then the United States District Court

for the District of Delaware or, if the designation of such court would violate applicable law, then the Superior Court of Delaware shall

be the sole and exclusive forum for such claim or cause of action.

Section 7.2 Unless

the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by applicable law, the

federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a

cause of action arising under the Securities Act of 1933, as amended, including all causes of action asserted against any defendant

named in such complaint. For the avoidance of doubt, this provision is intended to benefit and may be enforced by the Corporation,

its officers and directors, the underwriters for any offering giving rise to such complaint, and any other professional entity whose

profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents

underlying the offering.

Ex E-5

Section 7.3 This

Section 7 has been adopted under the provisions of Section 115 of the DGCL that were effective on August 2, 2025. If Section 115 of

the DGCL is amended, restated or repealed after such date, the Bylaws may be amended to adopt any bylaw authorized by the DGCL as so

amended, restated or repealed. The provisions of this Section 7 shall become inoperative from and after the date any such bylaw is

adopted.

SECTION

Section 8.1 Any

person or entity holding, owning, or otherwise acquiring any interest in any security of the Corporation shall be deemed to have

notice of and consented to the provisions of the Certificate of Incorporation.

Section 8.2 The

Corporation reserves the right to amend, alter, change or repeal, at any time and from time to time, any provision contained in the

Certificate of Incorporation, in the manner now or hereafter prescribed by statute, except as provided in Section 8.3, and all

rights, preferences and privileges of whatsoever nature conferred upon the stockholders, directors or any other persons whomsoever

by and pursuant to the Certificate of Incorporation are granted subject to this reservation. For the avoidance of doubt, but subject

to the rights of the holders of any outstanding series of Preferred Stock, Section 242(d) of the DGCL shall apply to amendments to

the Certificate of Incorporation.

Section 8.3 Notwithstanding

any other provisions of the Certificate of Incorporation or any provision of applicable law that might otherwise permit a lesser

vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of capital stock of the

Corporation required by applicable law or by the Certificate of Incorporation or any certificate of designation filed with respect

to a series of Preferred Stock, the affirmative vote of the holders of at least 66⅔% of the voting power of all of the

then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, shall be

required to alter, amend or repeal (whether by merger, consolidation, conversion or otherwise), or adopt any provision inconsistent

with, Sections 5, 6, 7 and this Section 8.

SECTION

If any provision or provisions

of the Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason

whatsoever, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of

the Certificate of Incorporation (including, without limitation, each portion of any paragraph of the Certificate of Incorporation containing

any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall

not, to the fullest extent permitted by applicable law, in any way be affected or impaired thereby.

* * *

Ex E-6

The Corporation has caused this certificate of

incorporation to be signed by an incorporator of the Corporation on [●], 2026.

[PUBCO]

By:

[●]

Incorporator

Ex E-7

Exhibit F

Form of SPAC Bylaws

[Attached]

Ex F-1

BYLAWS

[PUBCO]

(A DELAWARE CORPORATION)

Section

OFFICES

Section 1.1 Registered

Office. The registered office of [PUBCO] (the “Corporation”) in the State of Delaware and the

name of the Corporation’s registered agent at such address shall be as set forth in the certificate of incorporation of the

Corporation (as the same may be amended and/or restated from time to time, the “Certificate of

Incorporation”).

Section 1.2 Other

Offices. The Corporation may at any time establish other offices both within and without the State of Delaware.

Section

CORPORATE SEAL

Section 2.1 Corporate

Seal. The Board of Directors of the Corporation (the “Board”) may adopt a corporate seal. Said

seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section

STOCKHOLDERS’ MEETINGS

Section 3.1 Place

of Meetings. Meetings of the stockholders of the Corporation may be held at such place, if any, either within or without

the State of Delaware, as may be determined from time to time by the Board (or its designee). The Board may, in its sole discretion,

determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as

provided under the General Corporation Law of the State of Delaware (“DGCL”) and Section 3.9 below.

Section 3.2

Annual Meetings.

(a) The

annual meeting of the stockholders of the Corporation, for the purpose of election of directors and for such other business as may properly

come before it, shall be held on such date and time as may be determined from time to time by the Board (or its designee). Any annual

meeting of stockholders previously scheduled by the Board may be postponed, rescheduled or cancelled by the Board, or any director or

officer of the Corporation to whom the Board delegates such authority, at any time before or after notice of such meeting has been given

to stockholders. Nominations of persons for election to the Board and proposals of other business to be considered by the stockholders

may be made at an annual meeting of stockholders: (i) pursuant to the Corporation’s notice of meeting of stockholders (or any supplement

thereto); (ii) by or at the direction of the Board or a duly authorized committee thereof; or (iii) by any stockholder of the Corporation

who was a stockholder of record at the time of giving the stockholder’s notice provided for in Section 3.2(b) of these bylaws (as

may be amended and/or restated from time to time, the “Bylaws”) and who is a stockholder of record at the time

of the annual meeting of stockholders, who is entitled to vote at the meeting and who complied with the notice procedures and requirements

set forth in this Section 3.2.

Ex F-2

For the avoidance of doubt,

clause (iii) above shall be the exclusive means for a stockholder to make nominations and submit other business before an annual meeting

of stockholders.

(b) At

an annual meeting of the stockholders, only such business shall be conducted as is a proper matter for stockholder action under the DGCL,

the Certificate of Incorporation and the Bylaws, and only such nominations shall be made and such business shall be conducted as shall

have been properly brought before the meeting in accordance with the procedures below.

(i) For

nominations for the election to the Board to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of

Section 3.2(a), the stockholder must deliver written notice to the Secretary at the principal executive offices of the Corporation on

a timely basis as set forth in Section 3.2(b)(iii) and must update and supplement the information contained in such written notice on

a timely basis as set forth in Section 3.2(c). Such stockholder’s notice shall include: (A) as to each nominee such stockholder

proposes to nominate at the meeting: (1) the name, age, business address and residence address of such nominee, (2) the principal occupation

or employment of such nominee, (3) the class or series and number of shares of each class or series of capital stock of the Corporation

that are owned of record and beneficially by such nominee and list of any pledge of or encumbrances on such shares, (4) the date or dates

on which such shares were acquired and the investment intent of such acquisition, (5) the questionnaire, representation and agreement

required by Section 3.2(e), completed and signed by such nominee, and (6) all other information concerning such nominee as would be required

to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if

an election contest is not involved and whether or not proxies are being or will be solicited), or that is otherwise required to be disclosed

or provided to the Corporation pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)

(including such person’s written consent to being named in a proxy statement, associated proxy card and other filings as a nominee

and to serving as a director if elected); and (B) all of the information required by Section 3.2(b)(iv).

The Corporation

may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed

nominee to serve as an independent director of the Corporation or to serve on any committee or sub-committee of the Board, in either case

under any applicable stock exchange listing requirements, applicable law or the Policies (as defined below). The number of nominees a

stockholder may nominate for election at an annual meeting on its own behalf (or in the case of a stockholder giving the notice on behalf

of a beneficial owner, the number of nominees a stockholder may nominate for election at an annual meeting on behalf of such beneficial

owner) shall not exceed the number of directors to be elected at such annual meeting. A stockholder may not designate any substitute or

alternate nominees unless the stockholder provides timely notice of such substitute or alternate nominee(s) in accordance with this Section

3.2, in the case of an annual meeting, or Section 3.3, in the case of a special meeting (and such notice contains all of the information,

representations, questionnaires and certifications with respect to such substitute or alternate nominee(s) that are required by the Bylaws

with respect to nominees for director).

Ex F-3

(ii) For

business other than nominations for the election to the Board to be properly brought before an annual meeting by a stockholder pursuant

to clause (iii) of Section 3.2(a), the stockholder must deliver written notice to the Secretary at the principal executive offices of

the Corporation on a timely basis as set forth in Section 3.2(b)(iii), and must update and supplement the information contained in such

written notice on a timely basis as set forth in Section 3.2(c). Such stockholder’s notice shall include: (A) as to each matter

such stockholder proposes to bring before the meeting, (1) a brief description of the business desired to be brought before the meeting,

(2) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such

business includes a proposal to amend the Bylaws, the language of the proposed amendment), (3) the reasons for conducting such business

at the meeting, and (4) any material interest (including any anticipated benefit of such business to any Proponent (as defined below)

other than solely as a result of its ownership of the Corporation’s capital stock, that is material to any Proponent individually,

or to the Proponents in the aggregate) in such business of any Proponent; and (B) all of the information required by 3.2(b)(iv).

(iii) To

be timely, the written notice required by Section 3.2(b)(i) or 3.2(b)(ii) must be received by the Secretary at the principal executive

offices of the Corporation not later than the close of business on the 90th day, nor earlier than the 120th day, prior to the first anniversary

of the immediately preceding year’s annual meeting (for purposes of notice required for action to be taken at the Corporation’s

first annual meeting of stockholders after the filing date of the Certificate of Incorporation, the date of the immediately preceding

year’s annual meeting shall be deemed to have occurred on or around June 15 in such immediately preceding calendar year); provided,

however, that, subject to the last sentence of this Section 3.2(b)(iii), in the event that the date of the annual meeting is advanced

more than 30 days prior to or delayed by more than 70 days after the anniversary of the preceding year’s annual meeting, or if no

annual meeting was held (or deemed to have been held), notice by the stockholder to be timely must be so received not earlier than the

120th day prior to such annual meeting and not later than the later of the close of business on (i) the 90th day prior to such annual

meeting or (ii) the tenth day following the day on which public announcement of the date of such meeting is first made by the Corporation.

In no event shall

an adjournment or postponement (or the public announcement thereof) of an annual meeting for which notice has been given, or for which

a public announcement of the date of the meeting has been made by the Corporation, commence a new time period (or extend any time period)

for the giving of a stockholder’s notice as described above.

Ex F-4

(iv) The

written notice required by Sections 3.2(b)(i) or 3.2(b)(ii) shall also include, as of the date of the notice and as to the stockholder

giving the notice, the beneficial owner, if any, on whose behalf the nomination or proposal is made and any affiliate who controls (as

such term is defined in Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”)) either of the

foregoing stockholder or beneficial owner, directly or indirectly (each, a “Proponent” and collectively, the

“Proponents”):

(A) the

name and address of each Proponent, including, if applicable, such name and address as they appear on the Corporation’s books and

records;

(B) the

class, series and number of shares of each class or series of the capital stock of the Corporation that are, directly or indirectly, owned

of record or beneficially (within the meaning of Rule 13d-3 under the 1934 Act) by each Proponent (provided, that for purposes of this

Section 3.2(b)(iv), such Proponent shall in all events be deemed to beneficially own all shares of any class or series of capital stock

of the Corporation as to which such Proponent or any of its affiliates or associates has a right to acquire beneficial ownership whether

immediately or at any time in the future);

description of any agreement, arrangement or understanding (whether oral or in writing) with respect to such nomination or proposal (and/or

the voting of shares of any class or series of capital stock of the Corporation, other than a revocable proxy given in response to a proxy

solicitation made to 10 or more persons) between or among any Proponent and any of its affiliates or associates, and/or any other persons

(including their names) including without limitation, any agreements, arrangements or understandings required to be disclosed pursuant

to Item 5 or Item 6 of 1934 Act Schedule 13D, regardless of whether the requirement to file a Schedule 13D is applicable;

(D) a

representation that the stockholder is a holder of record of shares of the Corporation at the time of giving notice, will be entitled

to vote at the meeting, and that such stockholder (or a qualified representative thereof) intends to appear at the meeting to nominate

the person or persons specified in the notice (with respect to a notice under Section 3.2(b)(i)) or to propose the business that is specified

in the notice (with respect to a notice under Section 3.2(b)(ii));

(E) a

representation whether any Proponent or any other participant (as defined in Item 4 of Schedule 14A under the 1934 Act) will engage in

a solicitation with respect to such nomination or proposal and, if so, the name of each participant in such solicitation and the amount

of the cost of solicitation that has been and will be borne, directly or indirectly, by each participant in such solicitation, and a representation

as to whether the Proponents intend or are part of a group which intends to: (x) deliver, or make available, a proxy statement and/or

form of proxy to holders of at least the percentage of the Corporation’s voting shares required to approve or adopt the proposal

or elect the nominee, (y) otherwise solicit proxies or votes from stockholders in support of such proposal or nomination and/or (z) solicit

proxies in support of any proposed nominee in accordance with Rule 14a-19 promulgated under the 1934 Act;

Ex F-5

(F) a

description of all Derivative Transactions (as defined below) by each Proponent during the previous 12-month period, including the date

of the transactions and the class, series and number of securities involved in, and the material economic or voting terms of, such Derivative

Transactions;

(G) a

certification regarding whether each Proponent has complied with all applicable federal, state and other legal requirements in connection

with such Proponent’s acquisition of shares of capital stock or other securities of the Corporation and/or such Proponent’s

acts or omissions as a stockholder or beneficial owner of the Corporation; and

(H) any

other information relating to each Proponent required to be disclosed in a proxy statement or other filings required to be made in connection

with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to

and in accordance with Section 14 of the 1934 Act and the rules and regulations promulgated thereunder.

stockholder providing the written notice required by Section 3.2(b)(i) or 3.2(b)(ii) shall update and supplement such notice in writing,

if necessary, so that the information (other than the representations required by Section 3.2(b)(iv)(E)) provided or required to be provided

in such notice is true and correct in all material respects as of (i) the record date for the determination of stockholders entitled to

notice of the meeting and (ii) the date that is five Business Days (as defined below) prior to the meeting and, in the event of any adjournment

or postponement thereof, five Business Days prior to such adjourned or postponed meeting; provided, that no such update or supplement

shall cure or affect the accuracy (or inaccuracy) of any representations made by any Proponent, any of its affiliates or associates, or

a nominee or the validity (or invalidity) of any nomination or proposal that failed to comply with this Section 3.2 or is rendered invalid

as a result of any inaccuracy therein.

In the case of an update and

supplement pursuant to clause (i) of this Section 3.2(c), such update and supplement must be received by the Secretary at the principal

executive offices of the Corporation not later than five Business Days after the later of the record date for the determination of stockholders

entitled to notice of the meeting or the public announcement of such record date. In the case of an update and supplement pursuant to

clause (ii) of this Section 3.2(c), such update and supplement shall be received by the Secretary at the principal executive offices

of the Corporation not later than two Business Days prior to the date for the meeting, and, in the event of any adjournment or postponement

thereof, two Business Days prior to such adjourned or postponed meeting (or if there are fewer than two Business Days between the date

for the meeting, or the date of the immediately preceding adjournment or postponement thereof, and the date for the adjourned or postponed

meeting, not later than the day prior to such adjourned or postponed meeting).

Ex F-6

(d) Notwithstanding

anything in Section 3.2(b)(iii) to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting

is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of

the increased Board at least 10 days before the last day a stockholder may deliver a notice of nomination in accordance with Section 3.2(b)(iii),

a stockholder’s notice required by this Section 3.2 and that complies with the requirements in Section 3.2(b)(i), other than the

timing requirements in Section 3.2(b)(iii), shall also be considered timely, but only with respect to nominees for the new positions created

by such increase, if it shall be received by the Secretary at the principal executive offices of the Corporation not later than the close

of business on the tenth day following the day on which such public announcement is first made by the Corporation.

(e) To

be eligible to be a nominee for election or re-election as a director of the Corporation pursuant to a nomination under clause (iii) of

Section 3.2(a) or clause (ii) of Section 3.3(c), each Proponent must deliver (in accordance with the time periods prescribed for

delivery of notice under Sections 3.2(b)(iii), 3.2(d) or Section 3.3(c), as applicable) to the Secretary at the principal executive offices

of the Corporation a completed written questionnaire with respect to the background, qualifications, stock ownership and independence

of such proposed nominee (in the form provided by the Secretary within 10 days following a written request therefor by a stockholder of

record) and a written representation and agreement (in the form provided by the Secretary within 10 days following written request therefor

by a stockholder of record) that such person:

(i) is

not and will not become a party to any agreement, arrangement or understanding (whether oral or in writing) with, and has not given any

commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote

on any issue or question that (A) has not been disclosed in the questionnaire or (B) could limit or interfere with such person’s

ability to comply with such person’s fiduciary duties under applicable law;

(ii) is

not and will not become a party to any agreement, arrangement or understanding (whether oral or in writing) with any person or entity

other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service

or action as a director of the Corporation or a nominee that has not been disclosed in such questionnaire;

(iii) would

be in compliance, if elected as a director of the Corporation (and a statement as to whether such person, if elected, intends to comply

with), all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines

of the Corporation that are publicly disclosed or which were provided by the Secretary with the written representation and agreement required

by this Section 3.2(e) (together, the “Policies”); and

(iv) if

elected as a director of the Corporation, intends to serve the entire term until the next meeting at which such candidate would face re-election.

Ex F-7

(f) A

person shall not be eligible for election or re-election as a director unless the person is nominated, in the case of an annual meeting,

in accordance with Section 3.2(a) and in accordance with the procedures set forth in Section 3.2(b), Section 3.2(c), Section 3.2(d), 3.2(e)

and Section 3.2(f), as applicable, or in the case of a special meeting, in accordance with Section 3.3(c) and the requirements thereof.

Only such business shall be conducted at any annual meeting of the stockholders of the Corporation as shall have been brought before the

meeting in accordance with Section 3.2(a) and in accordance with the procedures set forth in Section 3.2(b), Section 3.2(c) and Section

3.2(f), as applicable. Notwithstanding anything to the contrary in the Bylaws, unless otherwise required by applicable law, in the event

that any Proponent (i) provides notice pursuant to Rule 14a-19(b) promulgated under the 1934 Act with respect to one or more proposed

nominees and (ii) subsequently fails to (A) comply with the requirements of Rule 14a-19 promulgated under the 1934 Act (or fails to timely

provide reasonable evidence sufficient to satisfy the Corporation that such Proponent has met the requirements of Rule 14a-19(a)(3) promulgated

under the 1934 Act in accordance with the next sentence) or (B) inform the Corporation that they no longer plan to solicit proxies in

accordance with the requirements of Rule 14a-19 under the 1934 Act by delivering a written notice to the Secretary at the principal executive

offices of the Corporation within two (2) Business Days after the occurrence of such change, then the nomination of each such proposed

nominee shall be disregarded (and such nominee disqualified from standing for election or re-election), notwithstanding that the nominee

is included (as applicable) as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy materials for any

stockholder meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed

nominees may have been received by the Corporation (which proxies and votes shall be disregarded).

If any Proponent provides

notice pursuant to Rule 14a-19(b) promulgated under the 1934 Act, such Proponent shall deliver to the Corporation, no later than five

(5) Business Days prior to the applicable meeting, reasonable evidence sufficient to demonstrate that it has met the requirements of Rule

14a-19(a)(3) promulgated under the 1934 Act.

Notwithstanding anything to

the contrary set forth herein, and for the avoidance of doubt, the nomination of any person whose name is included (as applicable) as

a nominee in the Corporation’s proxy statement, notice of meeting or other proxy materials for any stockholder meeting (or any supplement

thereto) as a result of any notice provided by any Proponent pursuant to Rule 14a-19(b) promulgated under the 1934 Act with respect to

such proposed nominee and whose nomination is not made by or at the direction of the Board or any authorized committee thereof shall not

be deemed (for purposes of clause (i) of Section 3.2(a) or otherwise) to have been made pursuant to the Corporation’s notice of

meeting (or any supplement thereto) and any such nominee may only be nominated by a Proponent pursuant to clause (iii) of 3.2(a) and,

in the case of a special meeting of stockholders, pursuant to and to the extent permitted under Section 3.3(c).

Except as otherwise required

by applicable law, and subject to the supervision, direction and control of the Board of Directors, the chairperson of the meeting shall

have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made, or proposed,

as the case may be, in accordance with the procedures and requirements set forth in the Bylaws (including, without limitation, compliance

with Rule 14a-19 promulgated under the 1934 Act) and, if any proposed nomination or business is not in compliance with the Bylaws, or

the Proponent does not act in accordance with the representations required in this Section 3.2, to declare that such proposal or nomination

shall not be presented for stockholder action at the meeting and shall be disregarded (and such nominee disqualified from standing for

election or re-election), or that such business shall not be transacted, notwithstanding that such proposal or nomination is set forth

in (as applicable) the Corporation’s proxy statement, notice of meeting or other proxy materials and notwithstanding that proxies

or votes in respect of such nomination or such business may have been solicited or received.

Ex F-8

Notwithstanding the foregoing

provisions of this Section 3.2, unless otherwise required by applicable law, if the stockholder (or a qualified representative of the

stockholder) does not appear at the annual meeting of stockholders of the Corporation to present a nomination or proposed business, such

nomination shall be disregarded (and such nominee disqualified from standing for election or re-election) and such proposed business shall

not be transacted, notwithstanding that such nomination or proposed business is set forth in (as applicable) the Corporation’s proxy

statement, notice of meeting or other proxy materials and notwithstanding that proxies or votes in respect of such vote may have been

solicited or received by the Corporation. For purposes of this Section 3.2, to be considered a qualified representative of the stockholder,

a person must be a duly authorized officer, manager, trustee or partner of such stockholder or must be authorized by a writing executed

by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of

stockholders, and such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, shall

be provided to the Secretary of the Corporation at least five (5) Business Days prior to the meeting of stockholders.

(g) Notwithstanding

anything to the contrary in this Section 3.2, the notice requirements set forth in these bylaws with respect to the proposal of any business

pursuant to this Section 3.2 will be deemed to be satisfied by a stockholder if (1) such stockholder has submitted a proposal to the Corporation

in compliance with Rule 14a-8 under the 1934 Act (“Rule 14a-8”); and (2) such stockholder’s proposal has

been included in a proxy statement that has been prepared by the Corporation to solicit proxies for the meeting of stockholders. Subject

to Rule 14a-8 and other applicable rules and regulations under the 1934 Act, nothing in these bylaws will be construed to permit any stockholder,

or give any stockholder the right, to include or have disseminated or described in the Corporation’s proxy statement any nomination

of a director or any other business proposal.

(h) For

purposes of Sections 3.2 and 3.3,

(i) “affiliates”

and “associates” shall have the meanings set forth in Rule 405 under the 1933 Act;

(ii) “Business

Day” means any day other than Saturday, Sunday or a day on which banks are closed in New York City, New York;

(iii) “close

of business” means 6:00 p.m. local time at the principal executive offices of the Corporation on any calendar day, whether

or not the day is a Business Day;

(iv) “Derivative

Transaction” means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit

of, any Proponent or any of its affiliates or associates, whether record or beneficial:

(A) the

value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Corporation;

Ex F-9

(B) that

otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of

the Corporation;

effect or intent of which is to mitigate loss, manage risk or benefit from changes in value or price with respect to any securities of

the Corporation; or

(D) that

provides the right to vote (other than a revocable proxy given in response to a proxy solicitation made to 10 or more persons) or increase

or decrease the voting power of, such Proponent, or any of its affiliates or associates, directly or indirectly, with respect to any securities

of the Corporation,

which agreement, arrangement, interest or understanding

may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation or similar

right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow

or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate

interest of such Proponent in the securities of the Corporation held by any general or limited partnership, or any limited liability company,

of which such Proponent is, directly or indirectly, a general partner or managing member; and

(v) “public

announcement” means disclosure in a press release reported by the Dow Jones News Service, Associated Press, Business Wire,

GlobeNewswire or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange

Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act or by such other means reasonably designed to inform the public or security

holders in general of such information, including, without limitation, posting on the Corporation’s investor relations website.

Section 3.3

Special Meetings.

(a) Special

meetings of the stockholders of the Corporation may only be called in the manner provided in the Certificate of Incorporation. Any special

meeting of stockholders previously scheduled by the Board may be postponed, rescheduled or cancelled by the Board, or any director or

officer to whom the Board has delegated such authority, at any time before or after notice of such meeting has been given to stockholders.

(b) The

Board (or its designee) shall determine the date and time of such special meeting. Upon determination of the date, time and place, if

any, of the meeting, the Secretary shall cause a notice of meeting to be given to the stockholders entitled to vote, in accordance with

the provisions of Section 3.4.

such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s

notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors

are to be elected (i) by or at the direction of the Board or a duly authorized committee thereof or (ii) by any stockholder of the Corporation

who is a stockholder of record at the time of giving notice provided for in this paragraph and who is a stockholder of record at the time

of the special meeting, who is entitled to vote at the meeting and who complies with Sections 3.2(b)(i), 3.2(b)(iv), 3.2(c), 3.2(e)

and 3.2(f).

Ex F-10

The number of nominees a stockholder

may nominate for election at a special meeting on its own behalf (or in the case of a stockholder giving the notice on behalf of a beneficial

owner, the number of nominees a stockholder may nominate for election at a special meeting on behalf of such beneficial owner) shall not

exceed the number of directors to be elected at such special meeting. In the event the Corporation calls a special meeting of stockholders

for the purpose of submitting a proposal to stockholders for the election of one or more directors, any such stockholder of record entitled

to vote in such election of directors may nominate a person or persons (as the case may be), for election to such position(s) as specified

in the Corporation’s notice of meeting, if written notice setting forth the information required by Sections 3.2(b)(i) and 3.2(b)(iv)

shall be received by the Secretary at the principal executive offices of the Corporation not earlier than the close of business on 120th

day prior to such special meeting and not later than the close of business on the later of (i) the 90th day prior to such meeting or (ii)

the tenth day following the day on which the Corporation first makes a public announcement of the date of the special meeting at which

directors are to be elected. The stockholder shall also update and supplement such information as required under Section 3.2(c).

In no event shall an adjournment or a postponement

(or the public announcement thereof) of a special meeting for which notice has been given, or for which a public announcement of the date

of the meeting has been made by the Corporation, commence a new time period (or extend any time period) for the giving of a stockholder’s

notice as described above.

(d) A

person shall not be eligible for election or re-election as a director at the special meeting unless the person is nominated either in

accordance with clause (i) or clause (ii) of 3.3(c). Except as otherwise required by applicable law, and subject to the supervision, direction

and control of the Board of Directors, the chairperson of the meeting shall have the power and duty to determine whether a nomination

was made in accordance with the procedures and requirements set forth in the Bylaws and, if any proposed nomination is not in compliance

with the Bylaws (including, without limitation, compliance with Rule 14a-19 under the 1934 Act), or if the Proponent does not act in accordance

with the representations required in Section 3.2, to declare that such nomination shall not be presented for stockholder action at the

meeting and shall be disregarded (and such nominee disqualified from standing for election or re-election), notwithstanding that such

nomination is set forth in (as applicable) the Corporation’s proxy statement, notice of meeting or other proxy materials and notwithstanding

that proxies or votes in respect of such nomination may have been solicited or received.

Notwithstanding the foregoing

provisions of this Section 3.3, unless otherwise required by applicable law, if the stockholder (or a qualified representative of the

stockholder (meeting the requirements specified in Section 3.2(f)) does not appear at the special meeting of stockholders of the Corporation

to present a nomination, such nomination shall be disregarded (and such nominee disqualified from standing for election or re-election),

notwithstanding that the nomination is set forth (as applicable) in the Corporation’s proxy statement, notice of meeting or other

proxy materials and notwithstanding that proxies or votes in respect of such nomination may have been solicited or received by the Corporation.

Ex F-11

(e) Notwithstanding

the foregoing provisions of Sections 3.2 and 3.3, a stockholder must also comply with all applicable requirements of the 1934 Act and

the rules and regulations promulgated thereunder with respect to the matters set forth in Sections 3.2 and 3.3, and any failure to comply

with such requirements shall be deemed a failure to comply with Sections 3.2 or 3.3, as applicable; provided, however, that, to the fullest

extent not prohibited by applicable law, any references in the Bylaws to the 1934 Act or the rules and regulations promulgated thereunder

are not intended to and shall not limit the requirements applicable to proposals and/or nominations to be considered pursuant to Sections

3.2(a) and 3.3(c). Nothing in the Bylaws shall be deemed to affect any rights of holders of any class or series of preferred stock to

nominate and elect directors pursuant to and to the extent provided in any applicable provision of the Certificate of Incorporation.

Section 3.4 Notice

of Meetings. Except as otherwise provided by applicable law, the Certificate of Incorporation or the Bylaws, notice of

each meeting of stockholders shall be given not less than ten nor more than 60 days before the date of the meeting to each

stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of such

meeting. Such notice shall specify the date, time and place, if any, of the meeting, the record date for determining stockholders

entitled to vote at the meeting, if such record date is different from the record date for determining stockholders entitled to

notice of the meeting, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be

present in person and vote at any such meeting, and, in the case of special meetings, the purpose or purposes of the meeting. Notice

shall be deemed given as provided in Section 232 of the DGCL.

Section 3.5 Quorum

and Vote Required. At all meetings of stockholders, except where otherwise required by law or by the Certificate of

Incorporation, or by the Bylaws, the presence, in person, by remote communication, if applicable, or by proxy, of the holders of a

majority of the voting power of the outstanding shares of stock entitled to vote at the meeting shall constitute a quorum for the

transaction of business. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue

to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Unless a different or minimum

vote is provided by law or by applicable stock exchange rules, or by the Certificate of Incorporation or the Bylaws, in which case such

different or minimum vote shall be the applicable vote on the matter, in all matters other than the election of directors, the affirmative

vote of a majority of the votes cast on such matter, voting affirmatively or negatively (excluding abstentions and broker non-votes) shall

be the act of the stockholders. Except as otherwise required by law, the Certificate of Incorporation or the Bylaws, directors shall be

elected by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy at

the meeting and entitled to vote in the election of directors. Where a separate vote by a class or classes or series is required, except

as required by law or by the Certificate of Incorporation or the Bylaws, the holders of a majority of the voting power of the outstanding

shares of such class or classes or series, present in person, by remote communication, if applicable, or represented by proxy, shall constitute

a quorum entitled to take action with respect to that vote on that matter.

Unless a different or minimum

vote is provided by law or by the Certificate of Incorporation or the Bylaws or any applicable stock exchange rules, in which case such

different or minimum vote shall be the applicable vote on the matter, the affirmative vote of the holders of a majority (or plurality,

in the case of the election of directors) of the votes cast on such matter, voting affirmatively or negatively (excluding abstentions

and broker non-votes) shall be the act of such class or classes or series.

Ex F-12

Section 3.6 Adjournment

and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned from time to

time either by the chairperson of the meeting or by the stockholders by the affirmative vote of a majority of the votes cast, voting

affirmatively or negatively (excluding abstentions and broker non-votes). When a meeting is adjourned to another time or place, if

any, (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication)

notice need not be given of the adjourned meeting if the time and place, if any, thereof and the means of remote communication, if

any, by which stockholders and proxyholders may be deemed present in person and may vote at such meeting are announced at the

meeting at which the adjournment is taken or are (a) displayed, during the time scheduled for the meeting, on the same electronic

network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication or (b) set

forth in the notice of meeting given in accordance with 3.4.

At the adjourned meeting,

the Corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than

30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the

adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix

as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed

for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder

of record entitled to vote at such adjourned meeting as of the record date so fixed for notice of such adjourned meeting.

Section 3.7 Voting

Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders or

adjournment thereof, except as otherwise provided by applicable law, only persons in whose names shares stand on the stock records

of the Corporation on the record date shall be entitled to vote at any meeting of stockholders. Each stockholder entitled to vote at

a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy. No proxy shall be voted

after three years from its date of creation unless the proxy provides for a longer period. Voting at meetings of stockholders need

not be by written ballot. Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card

color other than white, which shall be reserved for the exclusive use by the Board.

Section 3.8 List

of Stockholders. The corporation shall prepare, no later than the tenth day before each meeting of stockholders, a

complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each

stockholder and the number of shares registered in the name of each stockholder; provided, however, if the record date for

determining the stockholders entitled to vote is less than ten days before the meeting date, the list shall reflect all of the

stockholders entitled to vote as of the tenth day before the meeting date. Nothing in this Section 3.8 shall require the corporation

to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the

examination of any stockholder, for any purpose germane to the meeting for a period of ten days ending on the day before the meeting

date: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is

provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the

Corporation.

Ex F-13

In the event that the Corporation

determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information

is available only to stockholders of the Corporation.

Section 3.9

Remote Communication; Delivery to the Corporation.

(a) If

authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders and

proxyholders not physically present at a stockholder meeting may, by means of remote communication:

(i) participate

in a meeting of stockholders; and

(ii) be

deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means

of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present

and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (B) the Corporation shall implement

reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on

matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently

with such proceedings, and (C) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication,

a record of such vote or other action shall be maintained by the Corporation.

(b) Whenever

Section 3.2 or 3.3 requires one or more persons (including a record or beneficial owner of capital stock) to deliver a document or information

to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation

or other document or agreement), such document or information shall be in writing exclusively (and not in an electronic transmission)

and shall be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail,

return receipt requested and the Corporation shall not be required to accept delivery of any document not in such written form or so delivered.

Ex F-14

Section 3.10

Organization.

(a) At

every meeting of stockholders, a person designated by the Board shall act as chairperson of the meeting of stockholders. If no chairperson

of the meeting of stockholders is so designated, then the Chairperson of the Board, or if no Chairperson has been appointed, is absent

or refuses to act, the Chief Executive Officer, or if no Chief Executive Officer is then serving or the Chief Executive Officer is absent

or refuses to act, the President, or, if the President is absent or refuses to act, a chairperson of the meeting chosen by the stockholders

by the affirmative vote of a majority of the votes cast, voting affirmatively or negatively (excluding abstentions and broker non-votes),

shall act as chairperson of the meeting of stockholders. A person designated by the Board shall act as secretary of the meeting. If no

secretary of the meeting is designated, then the Secretary, or, in the Secretary’s absence, an Assistant Secretary or other officer

or other person directed to do so by the chairperson of the meeting, shall act as secretary of the meeting.

(b) The

Board shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate

or convenient. Subject to such rules and regulations of the Board, if any, the chairperson of the meeting shall have the right and authority

to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to

do all such acts as, in the judgment of such chairperson, are necessary, appropriate or convenient for the proper conduct of the meeting,

including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order

at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the Corporation

and their duly authorized and constituted proxies and such other persons as the chairperson shall permit, restrictions on entry to the

meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and

regulation of the opening and closing of the polls for balloting on matters that are to be voted on by ballot. The date and time of the

opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

Unless and to the extent determined by the Board or the chairperson of the meeting, meetings of stockholders shall not be required to

be held in accordance with rules of parliamentary procedure.

Corporation may and shall, if required by applicable law, in advance of any meeting of stockholders, appoint one or more inspectors to

act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace

any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chairperson of the meeting

shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of the duties of inspector,

shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s

ability. The inspectors shall:

(1) ascertain

the number of shares outstanding and the voting power of each;

(2) determine

the shares represented at a meeting and the validity of proxies and ballots;

(3) count

all votes and ballots;

Ex F-15

(4) determine

and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and

(5) certify

their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The inspectors may appoint

or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. In determining the validity

and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those

proxies, any information provided in accordance with Sections 211(e) or 212(c)(2) of the DGCL, or any information provided pursuant to

Sections 211(a)(2)b.(i) or (iii) of the DGCL, ballots and the regular books and records of the Corporation, except that the inspectors

may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks,

brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to

cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose

permitted herein, the inspectors at the time they make their certification pursuant to Section 231(b)(5) of the DGCL shall specify the

precise information considered by them including the person or persons from whom they obtained the information, when the information was

obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate

and reliable.

Section

DIRECTORS

Section 4.1 Number.

The authorized number of directors of the Corporation shall be fixed in accordance with the Certificate of Incorporation.

Section 4.2 Powers.

The business and affairs of the Corporation shall be managed by or under the direction of the Board, except as may be otherwise

provided by the Certificate of Incorporation or the DGCL.

Section 4.3 Terms.

The terms of directors shall be as set forth in the Certificate of Incorporation.

Section 4.4 Vacancies,

Newly Created Directorships. Vacancies and newly created directorships on the Board shall be filled as set forth in the

Certificate of Incorporation, except as otherwise required by applicable law.

Section 4.5 Resignation.

Any director may resign at any time by delivering such director’s notice in writing or by electronic transmission to the Board

or the Secretary. Such resignation shall take effect at the time of delivery of the notice or at any later time specified therein.

Acceptance of such resignation shall not be necessary to make it effective. When one or more directors shall resign from the Board,

effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to

fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and

each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and

until such director’s successor shall have been duly elected and qualified or until such director’s earlier death,

resignation or removal.

Section 4.6 Removal.

Directors shall be removed as set forth in the Certificate of Incorporation.

Ex F-16

Section 4.7

Meetings.

(a) Regular

Meetings. Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board may be held at any time or

date and at any place, if any, within or outside of the State of Delaware that has been designated by the Board and publicized among all

directors, either orally or in writing, by telephone, including a voice-messaging system or other system designed to record and communicate

messages, facsimile or by electronic mail or other electronic means. No further notice shall be required for regular meetings of the Board.

(b) Special

Meetings. Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board may be held at any time and

place, if any, within or without the State of Delaware as designated and called by the Chairperson of the Board, the Chief Executive Officer

or by a majority of the directors then in office.

by Electronic Communications Equipment. Any member of the Board, or of any committee thereof, may participate in a meeting by means

of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other,

and participation in a meeting by such means shall constitute presence in person at such meeting.

(d) Notice

of Special Meetings. Notice of the time and place, if any, of all special meetings of the Board shall be given orally or in writing,

by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or by electronic

mail or other means of electronic transmission at least 24 hours before the date and time of the meeting. If notice is sent by U.S. mail,

it shall be sent by first class mail, postage prepaid, at least three days before the date of the meeting. Neither the business to be

transacted at, nor the purpose of, any special meeting of the Board need be specified in any such notice.

Section 4.8

Quorum and Voting.

(a) Except

as otherwise required by the DGCL, the Certificate of Incorporation or the Bylaws, a quorum of the Board shall consist of a majority of

the authorized number of directors fixed from time to time by the Board in accordance with the Certificate of Incorporation; provided,

however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn the meeting to another

time, without notice other than by announcement at the meeting.

(b) At

each meeting of the Board at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority

of the directors present, unless a different vote be required by applicable law, the Certificate of Incorporation or the Bylaws.

Ex F-17

Section 4.9 Action

without Meetings. Unless otherwise restricted by the Certificate of Incorporation or the Bylaws, any action required or

permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the

Board or committee, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken, such

consent or consents shall be filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if

the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 4.10 Fees

and Compensation. Unless otherwise restricted by the Certificate of Incorporation or the Bylaws, the Board, or any duly

authorized committee thereof, shall have the authority to fix the compensation, including fees and reimbursement of expenses, of

directors for services to the Corporation in any capacity.

Section 4.11

Committees.

(a) Committees.

The Board may, from time to time, appoint such committees as may be permitted by applicable law. Such committees appointed by the Board

shall consist of one or more members of the Board and to the extent permitted by applicable law and provided in the resolution of the

Board shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation,

and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power

or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter (other than the election

or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopting, amending or repealing

any Bylaw of the Corporation. Except as otherwise required by the DGCL, the Certificate of Incorporation or the Bylaws, a quorum of any

committee of the Board shall consist of such number of directors as set forth in the charter of such committee approved by the Board.

(b) Term.

The Board, subject to any requirements of any outstanding series of preferred stock and the provisions of subsection (a) of this Section

4.11, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership

of a committee member shall terminate on the date of such committee member’s death, such person’s resignation from the committee

or on such date that the committee member, for any reason, is no longer a member of the Board. The Board may at any time for any reason

remove any individual committee member and the Board may fill any committee vacancy created by death, resignation, removal or increase

in the number of members of the committee. The Board may designate one or more directors as alternate members of any committee, who may

replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any

member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member

or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent

or disqualified member.

Ex F-18

Unless the Board shall otherwise provide, regular meetings of any committee appointed pursuant to this Section 4.11 shall be held at such

times and places, if any, as are determined by the Board, or by any such committee, and when notice thereof has been given to each member

of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be

held at such place, if any, that has been determined from time to time by such committee, and may be called by any director who is a member

of such committee, upon notice to the members of such committee of the time and place, if any, of such special meeting given in the manner

provided for the giving of notice to members of the Board of the time and place, if any, of special meetings of the Board. Unless otherwise

provided by the Board in the resolutions authorizing the creation of the committee, the presence of at least a majority of the members

of the committee then serving shall be necessary to constitute a quorum unless the committee shall consist of one or two members, in which

event one member shall constitute a quorum; and all matters shall be determined by the affirmative vote of a majority of the members present

at a meeting of the committee at which a quorum is present.

Section 4.12 Duties

of Chairperson of the Board. The Board shall elect from its ranks a Chairperson of the Board. The Chairperson of the

Board shall perform such other duties customarily associated with the office and shall also perform such other duties and have such

other powers, as the Board shall designate from time to time. The Chairperson of the Board, when present, shall preside at all

meetings of the Board in accordance with Section 4.13.

Section 4.13 Organization.

At every meeting of the directors, the Chairperson of the Board shall act as chairperson of the meeting. If a Chairperson has not

been appointed or is absent, the Chief Executive Officer (if a director), or, if no Chief Executive Officer is then serving or the

Chief Executive Officer is absent, the President (if a director), or, in the absence of any such person, a chairperson of the

meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in the Secretary’s

absence, any Assistant Secretary or other officer, director or other person directed to do so by the person presiding over the

meeting, shall act as secretary of the meeting.

Section

OFFICERS

Section 5.1 Officers

Designated. The officers of the Corporation shall include, if and when designated by the Board, the Chief Executive Officer,

the President, the Secretary and the Treasurer. The Board may also appoint one or more Assistant Secretaries and Assistant Treasurers

and such other officers and agents with such powers and duties as it shall deem appropriate or necessary. The Board may assign such additional

titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the Corporation at

any one time unless specifically prohibited therefrom by applicable law, the Certificate of Incorporation or the Bylaws.

Section 5.2

Tenure and Duties of Officers

(a) General.

All officers shall hold office at the pleasure of the Board and until their successors shall have been duly elected and qualified, subject

to such officer’s earlier death, resignation or removal. If the office of any officer becomes vacant for any reason, the vacancy

may be filled by the Board or by a committee thereof to which the Board has delegated such responsibility or, if so authorized by the

Board, by the Chief Executive Officer or another officer of the Corporation.

Ex F-19

(b) Duties

of Chief Executive Officer. The Chief Executive Officer shall preside, if a director, at all meetings of the Board, unless a Chairperson

of the Board has been appointed and is present thereat. The Chief Executive Officer shall be the chief executive officer of the Corporation

and, subject to the supervision, direction and control of the Board, shall have the general powers and duties of supervision, direction,

management and control of the business and officers of the Corporation as are customarily associated with the position of Chief Executive

Officer. To the extent that a Chief Executive Officer has been appointed and no President has been appointed, all references in the Bylaws

to the President shall be deemed references to the Chief Executive Officer. The Chief Executive Officer shall perform other duties customarily

associated with the office and shall also perform such other duties and have such other powers, as the Board shall designate from time

to time.

of President. The President shall preside, if a director, at all meetings of the Board, unless a Chairperson of the Board or Chief

Executive Officer has been appointed and is present and willing to act. Unless another officer has been appointed Chief Executive Officer

of the Corporation, the President shall be the chief executive officer of the Corporation and, subject to the supervision, direction and

control of the Board, shall have the general powers and duties of supervision, direction, management and control of the business and officers

of the Corporation as are customarily associated with the position of chief executive officer. The President shall perform other duties

customarily associated with the office and shall also perform such other duties and have such other powers, as the Board (or the Chief

Executive Officer, if the Chief Executive Officer and President are not the same person and the Board has delegated the designation of

the President’s duties to the Chief Executive Officer) shall designate from time to time.

(d) Duties

of Secretary and Assistant Secretary. The Secretary shall attend all meetings of the stockholders and of the Board and shall record,

or cause to be recorded, all acts, votes and proceedings thereof in the minute books of the Corporation. The Secretary shall give, or

cause to be given, notice in conformity with the Bylaws of all meetings of the stockholders and of all meetings of the Board and any committee

thereof requiring notice. The Secretary shall perform all other duties provided for in the Bylaws and other duties customarily associated

with the office and shall also perform such other duties and have such other powers, as the Board or the Chief Executive Officer, or if

no Chief Executive Officer is then serving, the President shall designate from time to time. The Chief Executive Officer, or if no Chief

Executive Officer is then serving, the President may direct any Assistant Secretary or other officer to assume and perform the duties

of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties customarily associated

with the office and shall also perform such other duties and have such other powers as the Board or the Chief Executive Officer, or if

no Chief Executive Officer is then serving, the President shall designate from time to time.

(e) Duties

of Treasurer and Assistant Treasurer. The Treasurer shall keep or cause to be kept the books of account of the Corporation in a thorough

and proper manner and shall render statements of the financial affairs of the Corporation in such form and as often as required by the

Board, the Chief Executive Officer or the President. The Treasurer, subject to the order of the Board, shall have the custody of all funds

and securities of the Corporation. The Treasurer shall perform other duties customarily associated with the office and shall also perform

such other duties and have such other powers as the Board or the Chief Executive Officer, or if no Chief Executive Officer is then serving,

the President shall designate from time to time. The Chief Executive Officer, or if no Chief Executive Officer is then serving, the President

may direct any Assistant Treasurer or other officer to assume and perform the duties of the Treasurer in the absence or disability of

the Treasurer, and each Assistant Treasurer shall perform other duties commonly incident to the office and shall also perform such other

duties and have such other powers as the Board or the Chief Executive Officer, or if no Chief Executive Officer is then serving, the President

shall designate from time to time.

Ex F-20

Section 5.3 Delegation

of Authority. The Board may from time to time delegate the powers or duties of any officer to any other officer or agent,

notwithstanding any provision hereof.

Section 5.4 Resignations.

Any officer may resign at any time by giving notice in writing or by electronic transmission to the Board, the Chairperson of the

Board, the Chief Executive Officer, the President or the Secretary. Any such resignation shall be effective when received by the

person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall

become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be

necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any

contract with the resigning officer.

Section 5.5 Removal.

Any officer may be removed from office at any time, either with or without cause, by the Board, or by any duly authorized committee

thereof or any officer upon whom such power of removal may have been conferred by the Board.

Section

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION

Section 6.1 Execution

of Corporate Instruments. The Board may, in its discretion, determine the method and designate the signatory officer or

officers, or other person or persons, to execute, sign or endorse on behalf of the Corporation any corporate instrument or document,

or to sign on behalf of the Corporation the corporate name without limitation, or to enter into contracts on behalf of the

Corporation, except where otherwise provided by applicable law or the Bylaws, and such execution or signature shall be binding upon

the Corporation.

(a) All

checks and drafts drawn on banks or other depositaries on funds to the credit of the Corporation or in special accounts of the Corporation

shall be signed by such person or persons as the Board shall from time to time authorize so to do.

(b) Unless

otherwise specifically determined by the Board or otherwise required by applicable law, the execution, signing or endorsement of any corporate

instrument or document by or on behalf of the Corporation may be effected manually, by facsimile or (to the extent not prohibited by applicable

law and subject to such policies and procedures as the Corporation may have in effect from time to time) by electronic signature.

authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority

to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Ex F-21

Section 6.2 Voting

of Securities Owned by the Corporation. All stock and other securities of or interests in other corporations or entities

owned or held by the Corporation for itself, or for other parties in any capacity, shall be voted, and all proxies and consents with

respect thereto shall be executed, by the person authorized so to do by resolution of the Board, or, in the absence of such

authorization, by the Chairperson of the Board, the Chief Executive Officer, or the President.

Section

SHARES OF STOCK

Section 7.1 Form

and Execution of Certificates. The shares of the Corporation shall be represented by certificates, or shall be

uncertificated if so provided by resolution or resolutions of the Board. Certificates for the shares of stock of the Corporation, if

any, shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock in the

Corporation represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by any

two authorized officers of the Corporation (including, without limitation, the Chairperson of the Board, the Chief Executive

Officer, the President, the Treasurer, any Assistant Treasurer, the Secretary and any Assistant Secretary), certifying the number,

and the class or series, of shares owned by such holder in the Corporation in certificated form. Any or all of the signatures on the

certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has

been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued,

it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 7.2 Lost

Certificates. The Corporation may issue a new certificate or certificates or uncertificated shares in place of any

certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making

of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The Corporation may

require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed

certificate or certificates, or the owner’s legal representative, to give the Corporation a bond (or other adequate security)

sufficient to indemnify the Corporation against any claim that may be made against the Corporation with respect to the certificate

alleged to have been lost, stolen, or destroyed or the issuance of such new certificate(s) or uncertificated shares.

Section 7.3

Transfers.

(a) Transfers

of record of shares of stock of the Corporation shall be made only upon its books by the holders thereof, in person or by attorney duly

authorized, and, in the case of stock represented by certificate, upon the surrender of a properly endorsed certificate or certificates

for a like number of shares.

Ex F-22

(b) The

Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes or series

of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes or series owned

by such stockholders in any manner not prohibited by the DGCL.

Section 7.4 Fixing

Record Dates.

(a) In

order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof,

the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted

by the Board, and which record date shall, subject to applicable law, not be more than 60 nor less than ten days before the date of such

meeting. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such

date shall also be the record date for determining the stockholders entitled to vote at such meeting, unless the Board determines, at

the time it fixes the record date for determining the stockholders entitled to notice of such meeting, that a later date on or before

the date of the meeting shall be the record date for determining the stockholders entitled to vote at such meeting. If no record date

is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall

be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business

on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to

vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record

date for determining the stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for

stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determining the stockholders entitled

to vote in accordance with the provisions of this Section 7.4(a).

(b) In

order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment

of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the

purpose of any other lawful action, the Board may fix, in advance, a record date, which record date shall not precede the date upon which

the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record

date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which

the Board adopts the resolution relating to such action.

Section 7.5 Registered

Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as

the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other

claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice

thereof, except as otherwise provided by the laws of Delaware.

Section 7.6 Additional

Powers of the Board. In addition to, and without limiting, the powers set forth in the Bylaws, the Board shall have power

and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer, and registration of

certificates for shares of stock of the Corporation, including the use of uncertificated shares of stock, subject to the provisions

of the DGCL, other applicable law, the Certificate of Incorporation and the Bylaws. The Board may appoint and remove transfer agents

and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such

registrar of transfers.

Ex F-23

Section

OTHER SECURITIES OF THE CORPORATION

Section 8.1 Execution

of Other Securities. All bonds, debentures and other corporate securities of the Corporation, other than stock

certificates (covered in Section 7.1), may be signed by the Chairperson of the Board, the Chief Executive Officer, or the President,

or such other person as may be authorized by the Board; provided, however, that where any such bond, debenture or other corporate

security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture

pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and

attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of

such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as

aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the Corporation or such other person as may be authorized

by the Board, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or

attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest

coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have

been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the Corporation and issued and

delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be

such officer of the Corporation.

Section

DIVIDENDS

Section 9.1 Declaration

of Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of

Incorporation and applicable law, if any, may be declared by the Board. Dividends may be paid in cash, in property, or in shares of

capital stock or other securities of the Corporation, subject to the provisions of the Certificate of Incorporation and applicable

law.

Section 9.2 Dividend

Reserve. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for

dividends such sum or sums as the Board from time to time, in its absolute discretion, determines proper as a reserve or reserves to

meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other

purpose or purposes as the Board shall determine to be conducive to the interests of the Corporation, and the Board may modify or

abolish any such reserve in the manner in which it was created.

Ex F-24

Section

10.

FISCAL YEAR

Section 10.1 Fiscal

Year. The fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board.

Section

11.

INDEMNIFICATION

Section 11.1 Indemnification

of Directors, Executive Officers, Other Officers, Employees and Other Agents.

(a) Directors

and Executive Officers. The Corporation shall indemnify to the fullest extent permitted by the DGCL as it presently exists or may

hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide

broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), any person who was or is made

or is threatened to be made a party or is otherwise involved in a Proceeding, by reason of the fact that such person is or was a director

or executive officer (for the purposes of this Section 11.1, “executive officer” has the meaning defined in

Rule 3b-7 promulgated under the 1934 Act) of the Corporation, or while serving as a director or executive officer of the Corporation,

is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint

venture, trust, employee benefit plan or other enterprise, whether the basis of such Proceeding is alleged action in an official capacity

as a director or executive officer or in any other capacity while serving as a director or executive officer, against all expense, liability

and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably

incurred or suffered by such person in connection therewith; provided, however, that the Corporation will not be required to indemnify

or advance expenses to any director or executive officer in connection with any Proceeding (or part thereof) initiated by such person

unless (i) the Proceeding (or part thereof) was authorized by the Board or (ii) the Proceeding (or part thereof) is initiated to enforce

rights to indemnification or advancement of expenses as provided under subsection (d) of this Section 11.1 or is a compulsory counterclaim

brought by such person.

Any reference to an officer

of the Corporation in this Section 11.1 shall be deemed to refer exclusively to the Chief Executive Officer, President, Secretary, Treasurer

and any other officer of the Corporation appointed by the Board pursuant to Section 5 of these Bylaws, and any reference to an officer

of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively

to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation

and bylaws or equivalent organizational documents of such other corporation, partnership, joint venture, trust, employee benefit plan

or other enterprise. The fact that any person who is or was an employee of the Corporation or an employee of any other corporation, partnership,

joint venture, trust, employee benefit plan or other enterprise, but not an officer thereof as described in the preceding sentence, has

been given or has used the title of “Vice President” or any other title that could be construed to suggest or

imply that such person is or may be such an officer of the Corporation or of such other corporation, partnership, joint venture, trust,

employee benefit plan or other enterprise shall not result in such person being constituted as, or being deemed to be, such an officer

of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes

of this Section 11.1.

Ex F-25

(b) Other

Officers, Employees and Other Agents. The Corporation shall have power to indemnify and advance expenses to its other officers, employees

and other agents to the fullest extent permitted by the DGCL.

The Corporation shall advance to any current or former director or executive officer of the Corporation, or to any person, who while serving

as a director or executive officer of the Corporation, is or was serving at the request of the Corporation as a director or officer of

another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, prior to the final disposition of the

Proceeding, promptly following request therefor, all expenses incurred by such person in defending (or participating as a witness in)

any Proceeding referred to in Section 11.1(a), or in connection with a Proceeding (or part thereof) brought to establish or enforce a

right to indemnification or advancement of expenses under subsection (d) of this Section 11.1, provided, however, that any advancement

of expenses incurred by a current or former director or executive officer in such director’s or executive officer’s capacity

as a director or executive officer will be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee,

to repay all amounts so advanced if it is ultimately determined by final judicial decision from which there is no further right to appeal

that such indemnitee is not entitled to be indemnified or entitled to advancement for such expenses under this Section 11.1 or otherwise.

(d) Enforcement.

Without the necessity of entering into an express contract, all rights to indemnification and advances to current and former directors

and executive officers under this Section 11.1 will be deemed to be contractual rights and be effective to the same extent and as if provided

for in a contract between the Corporation and such director or executive officer. Any right to indemnification or advancement of expenses

granted by this Section 11.1 to a current or former director or executive officer will be enforceable by or on behalf of the person holding

such right in any court of competent jurisdiction if (i) the claim for indemnification or advancement of expenses is denied, in whole

or in part, (ii) no disposition of a claim for indemnification is made within 60 days of request therefor, or (iii) no disposition of

a claim for an advance is made within 30 days of request therefor.

The indemnitee in such enforcement

action, if successful in whole or in part, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the

terms of an undertaking, will be entitled to be paid also the expense of prosecuting or defending the claim to the fullest extent permitted

by the DGCL.

In (i) any suit brought to

enforce a right to indemnification hereunder (but not in a suit brought to enforce a right to an advancement of expenses) it shall be

a defense that, and (ii) any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking,

the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard

for indemnification set forth in the DGCL.

Ex F-26

Neither the failure of the

Corporation (including its Board, independent legal counsel or its stockholders) to have made a determination prior to the commencement

of such action that indemnification of the indemnitee is proper in the circumstances because such person has met the applicable standard

of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board, independent legal counsel or its

stockholders) that the indemnitee has not met such applicable standard of conduct, will be a defense to the action or create a presumption

that the indemnitee has not met the applicable standard of conduct. In any suit brought by a current or former director or executive officer

to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement

of expenses pursuant to the terms of an undertaking, the burden of proving that the director or executive officer is not entitled to be

indemnified, or to such advancement of expenses, under this Section 11.1 or otherwise is on the Corporation.

(e) Non-Exclusivity

of Rights. The rights conferred on any person by this Section 11.1 are not exclusive of any other right that such person may

have or hereafter acquire under any applicable law, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders

or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity

while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors,

officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL.

(f) Survival

of Rights. The rights conferred on any person by this Section 11.1 will continue as to a person who has ceased to be a director or

executive officer and will inure to the benefit of the heirs, executors and administrators of such a person.

(g) Insurance.

To the fullest extent permitted by the DGCL, the Corporation may purchase insurance on behalf of any person required or permitted to be

indemnified pursuant to this Section 11.1.

(h) Amendments.

Any repeal or modification of this Section 11.1 is only prospective and does not affect the rights under this Bylaw in effect at the time

of the alleged occurrence of any action or omission to act that is the cause of any Proceeding against any current or former director

or executive officer of the Corporation.

(i) Saving

Clause. If this Section 11 or any portion hereof is invalidated on any ground by any court of competent jurisdiction, then the Corporation

will nevertheless indemnify and advance expenses to each director and executive officer to the full extent not prohibited by any applicable

portion of this Section 11 that has not been invalidated, or by any applicable law. If this Section 11 is invalid due to the application

of the indemnification and advancement provisions of another jurisdiction, then the Corporation will indemnify and advance expenses to

each director and executive officer to the full extent under applicable law.

(j) Certain

Definitions. For the purposes of this Section 11, the following definitions apply:

(i) The

term “Proceeding” is to be broadly construed and includes, without limitation, the investigation, preparation,

prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action,

suit or proceeding, whether civil, criminal, administrative or investigative.

Ex F-27

(ii) The

term “expenses” is to be broadly construed and includes, without limitation, court costs, attorneys’ fees,

witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection

with any proceeding.

(iii) The

term the “Corporation” includes, in addition to the resulting corporation, any constituent corporation (including

any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had

power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer,

employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director,

officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, stands

in the same position under the provisions of this Section 11 with respect to the resulting or surviving corporation as such person would

have with respect to such constituent corporation if its separate existence had continued.

(iv) References

to “fines” include any excise taxes assessed on a person with respect to an employee benefit plan.

Section

12.

NOTICES

Section 12.1 Notices.

(a) Notice

to Stockholders. Notice to stockholders of stockholder meetings shall be given as provided in Section 3.4. Without limiting the manner

by which notice may otherwise be given effectively to stockholders under any agreement or contract with such stockholder, and except as

otherwise required by applicable law, notice to stockholders for purposes other than stockholder meetings may be sent by U.S. mail or

courier service, facsimile or by electronic mail or other means of electronic transmission in accordance with Section 232 of the DGCL.

(b) Notice

to Directors. Any notice required to be given to any director may be given by the method stated in subsection (a) or as otherwise

provided in the Bylaws, with notice other than one that is delivered personally to be sent to such address or electronic mail address

as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known address or electronic

mail address of such director.

of Mailing. An affidavit of notice, executed by a duly authorized and competent employee of the Corporation or its transfer agent

appointed with respect to the class of stock affected, or other agent, specifying the name and address or the names and addresses of the

stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of

giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

Ex F-28

(d) Methods

of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all recipients of notice, but

one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect

of any other or others.

(e) Notice

to Person with Whom Communication is Unlawful. Whenever notice is required to be given, under applicable law or any provision of the

Certificate of Incorporation or Bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall

not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice

to such person. Any action or meeting that shall be taken or held without notice to any such person with whom communication is unlawful

shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such

as to require the filing of a certificate under any provision of the DGCL, the certificate shall state, if such is the fact and if notice

is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

(f) Notice

to Stockholders Sharing an Address. Except as otherwise prohibited under the DGCL, any notice given under the provisions of the DGCL,

the Certificate of Incorporation or the Bylaws shall be effective if given by a single written notice to stockholders who share an address

if consented to by the stockholders at that address to whom such notice is given. Such consent shall have been deemed to have been given

if such stockholder fails to object in writing to the Corporation within 60 days of having been given notice by the Corporation of its

intention to send the single notice. Any consent shall be revocable by the stockholder by written notice to the Corporation.

(g) Waiver.

Whenever notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or the Bylaws, a written waiver,

signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after

the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice

of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the

transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the

purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in

any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or the Bylaws.

Section

13.

AMENDMENTS

Section 13.1 Amendments.

Subject to the limitations set forth in Section 11.1(h) or the Certificate of Incorporation, the Board is expressly empowered to

adopt, amend or repeal the Bylaws of the Corporation. The stockholders also shall have power to adopt, amend or repeal the Bylaws of

the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation

required by applicable law or by the Certificate of Incorporation (including any certificate of designation relating to any series

of Preferred Stock (as defined in the Certificate of Incorporation)), such action by stockholders shall require the affirmative vote

of the holders of at least 66⅔% of the voting power of all of the then-outstanding shares of the capital stock of the

Corporation entitled to vote thereon, voting together as a single class.

Ex F-29

Exhibit G

Form of SPAC Incentive Equity Plan

[Attached]

Ex G-1

[PUBCO]

2026

Equity Incentive Plan

Adopted

by the Board of Directors: [DATE]

Approved by the Stockholders: [DATE]

1. General.

(a) Plan

Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide

incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which

such persons may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Awards.

(b) Available

Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options;

(iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards.

Date; Effective Date. The Plan will come into existence on the Adoption Date, but no Award may be granted prior to the Effective

Date.

2. Shares

Subject to the Plan.

(a) Share

Reserve. Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization Adjustments,

the aggregate number of shares of Common Stock that may be issued pursuant to Awards will be equal to [●]1 shares.

In addition, subject to any adjustments as necessary to implement any Capitalization Adjustments, such aggregate number of shares of

Common Stock will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2027 and ending

on (and including) January 1, 2036, in an amount equal to [●] percent ([●]%) of the total number of Fully Diluted Shares

outstanding on December 31 of the preceding year;2 provided, however, that the Board may act prior to January 1 of a given

year to provide that the increase for such year will be a lesser number of shares of Common Stock.

(b) Aggregate

Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as necessary

to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the

exercise of Incentive Stock Options is [●]3 shares.

1 NTD: To be confirmed between signing and Closing.

2 NTD: Evergreen percentages and formulations to

be confirmed between signing and Closing.

3 NTD: To be set at 3x the initial share reserve.

Ex G-2

Reserve Operation.

(i) Limit

Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the number of shares of Common Stock

that may be issued pursuant to Awards and does not limit the granting of Awards, except that the Company will keep available at all times

the number of shares of Common Stock reasonably required to satisfy its obligations to issue shares pursuant to such Awards. Shares may

be issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c)(3), NYSE Listed Company

Manual Section 303A.08, NYSE American Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number

of shares available for issuance under the Plan.

(ii) Actions

that Do Not Constitute Issuance of Common Stock and Do Not Reduce Share Reserve. The following actions do not result in an issuance

of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve and available for issuance under

the Plan: (1) the expiration or termination of any portion of an Award without the shares covered by such portion of the Award having

been issued; (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather than Common Stock);

(3) the withholding of shares that would otherwise be issued by the Company to satisfy the exercise, strike or purchase price of an Award;

(4) the withholding of shares that would otherwise be issued by the Company to satisfy a tax withholding obligation in connection with

an Award; or (5) the forfeiture back to or repurchase by the Company of shares because of a failure to meet a contingency or condition

required for the vesting of such shares.

3. Eligibility

and Limitations.

(a) Eligible

Award Recipients. Subject to the terms of the Plan, Employees, Directors and Consultants are eligible to receive Awards.

(b) Specific

Award Limitations.

(i) Limitations

on Incentive Stock Option Recipients. Incentive Stock Options may be granted only to Employees of the Company or a “parent

corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and (f) of the Code).

(ii) Incentive

Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of the shares

of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar

year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or any Incentive

Stock Options otherwise do not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such

limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory

Stock Options, notwithstanding any contrary provision of the applicable Award Agreement(s).

(iii) Limitations

on Incentive Stock Options Granted to Ten Percent Stockholders. A Ten Percent Stockholder may not be granted an Incentive Stock Option

unless (1) the exercise price of such Option is at least 110% of the Fair Market Value on the date of grant of such Option and (2) the

Option is not exercisable after the expiration of five years from the date of grant of such Option.

(iv) Limitations

on Nonstatutory Stock Options and SARs. Nonstatutory Stock Options and SARs may not be granted to Employees, Directors and Consultants

who are providing Continuous Service only to any “parent” of the Company (as such term is defined in Rule 405) unless the

stock underlying such Awards is treated as “service recipient stock” under Section 409A because the Awards are granted

pursuant to a corporate transaction (such as a spin off transaction) or unless such Awards otherwise comply with the requirements of

Section 409A.

Ex G-3

Incentive Stock Option Limit. The aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise

of Incentive Stock Options is the number of shares specified in Section 2(b).

(d) Non-Employee

Director Compensation Limit. The aggregate value of all compensation granted or paid, as applicable, by the Company to any individual

for service as a Non-Employee Director with respect to any fiscal year, including Awards granted and cash fees paid by the Company to

such Non-Employee Director, will not exceed (1) $750,000 in total value or (2) in the event such Non-Employee Director is first

appointed or elected to the Board during such fiscal year, $1,000,000 in total value, in each case, calculating the value of any equity

awards based on the grant date fair value of such equity awards for financial reporting purposes. For avoidance of doubt, compensation

will count towards this limit for the fiscal year in which it was granted (for equity-based compensation) or earned (for cash compensation),

and not later when distributed, in the event it is deferred.

4. Options

and Stock Appreciation Rights.

Each

Option and SAR will have such terms and conditions as determined by the Board. Each Option will be designated in writing as an Incentive

Stock Option or Nonstatutory Stock Option at the time of grant; provided, however, that if an Option is not so designated or if an Option

designated as an Incentive Stock Option fails to qualify as an Incentive Stock Option, then such Option will be a Nonstatutory Stock

Option, and the shares purchased upon exercise of each type of Option will be separately accounted for. Each SAR will be denominated

in shares of Common Stock equivalents. The terms and conditions of separate Options and SARs need not be identical; provided, however,

that each applicable Award Agreement will conform (through incorporation of provisions hereof by reference in the Award Agreement or

otherwise) to the substance of each of the following provisions:

(a) Term.

Subject to Section 3(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration of ten years from

the date of grant of such Award or such shorter period specified in the Award Agreement.

(b) Exercise

or Strike Price. Subject to Section 3(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option or SAR will

not be less than 100% of the Fair Market Value on the date of grant of such Award. Notwithstanding the foregoing, an Option or SAR may

be granted with an exercise or strike price lower than 100% of the Fair Market Value on the date of grant of such Award if such Award

is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction

and in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code.

Ex G-4

Procedure and Payment of Exercise Price for Options. In order to exercise an Option, the Participant must provide notice of exercise

to the Plan Administrator in accordance with the procedures specified in the applicable Award Agreement or otherwise provided by the

Company. The Board has the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict

the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment.

The exercise price of an Option may be paid, to the extent permitted by Applicable Law and as determined by the Board, by one or more

of the following methods of payment to the extent set forth in the applicable Award Agreement:

(i) by

cash or check, bank draft or money order payable to the Company;

(ii) pursuant

to a “cashless exercise” program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to

the issuance of the Common Stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt

of irrevocable instructions to pay the exercise price to the Company from the sales proceeds;

(iii) by

delivery to the Company (either by actual delivery or attestation) of shares of Common Stock that are already owned by the Participant

free and clear of any liens, claims, encumbrances or security interests, with a Fair Market Value on the date of exercise that does not

exceed the exercise price, provided that (1) at the time of exercise the Common Stock is publicly traded, (2) any remaining balance of

the exercise price not satisfied by such delivery is paid by the Participant in cash or other permitted form of payment, (3) such delivery

would not violate any Applicable Law or agreement restricting the redemption of the Common Stock, (4) any certificated shares are

endorsed or accompanied by an executed assignment separate from the certificate, and (5) such shares have been held by the Participant

for any minimum period necessary to avoid adverse accounting treatment as a result of such delivery;

(iv) if

the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the

number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value on the date of

exercise that does not exceed the exercise price, provided that (1) such shares used to pay the exercise price will not be exercisable

thereafter and (2) any remaining balance of the exercise price not satisfied by such net exercise is paid by the Participant in cash

or other permitted form of payment; or

(v) in

any other form of consideration that may be acceptable to the Board and permissible under Applicable Law.

Ex G-5

(d) Exercise

Procedure and Payment of Appreciation Distribution for SARs. In order to exercise any SAR, the Participant must provide notice of

exercise to the Plan Administrator in accordance with the applicable Award Agreement. The appreciation distribution payable to a Participant

upon the exercise of a SAR will not be greater than an amount equal to the excess of (i) the aggregate Fair Market Value on the date

of exercise of a number of shares of Common Stock equal to the number of Common Stock equivalents that are vested and being exercised

under such SAR, over (ii) the strike price of such SAR. Such appreciation distribution may be paid to the Participant in the form of

Common Stock or cash (or any combination of Common Stock and cash) or in any other form of payment, as determined by the Board and specified

in the applicable Award Agreement.

(e) Transferability.

Options and SARs may not be transferred to third party financial institutions for value. The Board may impose such additional limitations

on the transferability of an Option or SAR as it determines. In the absence of any such determination by the Board, the following restrictions

on the transferability of Options and SARs will apply, provided that except as explicitly provided herein, neither an Option nor a SAR

may be transferred for consideration and provided, further, that if an Option is an Incentive Stock Option, such Option may be

deemed to be a Nonstatutory Stock Option as a result of such transfer:

(i) Restrictions

on Transfer. An Option or SAR will not be transferable, except by will or by the laws of descent and distribution, and will be exercisable

during the lifetime of the Participant only by the Participant; provided, however, that the Board may permit transfer of an Option or

SAR in a manner that is not prohibited by applicable tax and securities laws upon the Participant’s request, including to a trust

if the Participant is considered to be the sole beneficial owner of such trust (as determined under Section 671 of the Code and applicable

state law) while such Option or SAR is held in such trust, provided that the Participant and the trustee enter into a transfer and other

agreements required by the Company.

(ii) Domestic

Relations Orders. Notwithstanding the foregoing, subject to the execution of transfer documentation in a format acceptable to the

Company and subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant to a domestic

relations order.

(f) Vesting.

The Board may impose such restrictions on or conditions to the vesting and/or exercisability of an Option or SAR as determined by the

Board. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate,

vesting of Options and SARs will cease upon termination of the Participant’s Continuous Service.

(g) Termination

of Continuous Service for Cause. Except as explicitly otherwise provided in the Award Agreement or other written agreement between

a Participant and the Company or an Affiliate, if a Participant’s Continuous Service is terminated for Cause, the Participant’s

Options and SARs will terminate and be forfeited immediately upon such termination of Continuous Service, and the Participant will be

prohibited from exercising any portion (including any vested portion) of such Awards on and after the date of such termination of Continuous

Service and the Participant will have no further right, title or interest in such forfeited Award, the shares of Common Stock subject

to the forfeited Award, or any consideration in respect of the forfeited Award.

Ex G-6

(h) Post-Termination

Exercise Period Following Termination of Continuous Service for Reasons Other than Cause. Subject to Section 4(i), if a Participant’s

Continuous Service terminates for any reason other than for Cause, the Participant may exercise his or her Option or SAR to the extent

vested, but only within the following period of time or, if applicable, such other period of time provided in the Award Agreement or

other written agreement between a Participant and the Company or an Affiliate; provided, however, that in no event may such Award be

exercised after the expiration of its maximum term (as set forth in Section 4(a)):

(i) three

months following the date of such termination if such termination is a termination without Cause (other than any termination due to the

Participant’s Disability or death);

(ii) 12

months following the date of such termination if such termination is due to the Participant’s Disability;

(iii) 18

months following the date of such termination if such termination is due to the Participant’s death; or

(iv) 18

months following the date of the Participant’s death if such death occurs following the date of such termination but during the

period such Award is otherwise exercisable (as provided in (i) or (ii) above).

Following

the date of such termination, to the extent the Participant does not exercise such Award within the applicable Post-Termination Exercise

Period (or, if earlier, prior to the expiration of the maximum term of such Award), such unexercised portion of the Award will terminate,

and the Participant will have no further right, title or interest in the terminated Award, the shares of Common Stock subject to the

terminated Award, or any consideration in respect of the terminated Award.

(i) Restrictions

on Exercise; Extension of Exercisability. A Participant may not exercise an Option or SAR at any time that the issuance of shares

of Common Stock upon such exercise would violate Applicable Law. Except as otherwise provided in the Award Agreement or other written

agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason

other than for Cause and, at any time during the last thirty days of the applicable Post-Termination Exercise Period: (i) the exercise

of the Participant’s Option or SAR would be prohibited solely because the issuance of shares of Common Stock upon such exercise

would violate Applicable Law; or (ii) the immediate sale of any shares of Common Stock issued upon such exercise would violate the Company’s

Trading Policy, then the applicable Post-Termination Exercise Period will be extended to the last day of the calendar month that commences

following the date the Award would otherwise expire, with an additional extension of the exercise period to the last day of the next

calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period, generally without

limitation as to the maximum permitted number of extensions; provided, however, that in no event may such Award be exercised after the

expiration of its maximum term (as set forth in Section 4(a)).

(j) Non-Exempt

Employees. No Option or SAR, whether or not vested, granted to an Employee who is a non-exempt employee for purposes of the Fair

Labor Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six months following

the date of grant of such Award. Notwithstanding the foregoing, in accordance with the provisions of the Worker Economic Opportunity

Act, any vested portion of such Award may be exercised earlier than six months following the date of grant of such Award in the event

of (i) such Participant’s death or Disability, (ii) a Corporate Transaction in which such Award is not assumed, continued or substituted,

(iii) a Change in Control, or (iv) such Participant’s retirement (as such term may be defined in the Award Agreement or another

applicable agreement or, in the absence of any such definition, in accordance with the Company’s then current employment policies

and guidelines). This Section 4(j) is intended to operate so that any income derived by a non-exempt employee in connection with the

exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay.

Ex G-7

(k) Whole

Shares. Options and SARs may be exercised only with respect to whole shares of Common Stock or their equivalents.

5. Awards

Other Than Options and Stock Appreciation Rights.

(a) Restricted

Stock Awards and RSU Awards. Each Restricted Stock Award and RSU Award will have such terms and conditions as determined by the Board;

provided, however, that each applicable Award Agreement will conform (through incorporation of the provisions hereof by reference in

the Award Agreement or otherwise) to the substance of each of the following provisions:

(i) Form

of Award.

(1) Restricted

Stock Awards: To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock subject

to a Restricted Stock Award may be (A) held in book entry form subject to the Company’s instructions until such shares become vested

or any other restrictions lapse, or (B) evidenced by a certificate, which certificate will be held in such form and manner as determined

by the Board. Unless otherwise determined by the Board, a Participant will have voting and other rights as a stockholder of the Company

with respect to any shares subject to a Restricted Stock Award.

(2) RSU

Awards: An RSU Award represents a Participant’s right to be issued on a future date the number of shares of Common Stock that is

equal to the number of restricted stock units subject to the RSU Award. As a holder of an RSU Award, a Participant is an unsecured creditor

of the Company with respect to the Company’s unfunded obligation, if any, to issue shares of Common Stock in settlement of such

Award and nothing contained in the Plan or any applicable Award Agreement, and no action taken pursuant to its provisions, will create

or be construed to create a trust of any kind or a fiduciary relationship between a Participant and the Company or an Affiliate or any

other person. A Participant will not have voting or any other rights as a stockholder of the Company with respect to any RSU Award (unless

and until shares are actually issued in settlement of a vested RSU Award).

(ii) Consideration.

(1) Restricted

Stock Awards: A Restricted Stock Award may be granted in consideration for (A) cash or check, bank draft or money order payable to the

Company, (B) past services to the Company or an Affiliate, or (C) any other form of consideration (including future services) as

the Board may determine and permissible under Applicable Law.

Ex G-8

(2) RSU

Awards: Unless otherwise determined by the Board at the time of grant, an RSU Award will be granted in consideration for the Participant’s

services to the Company or an Affiliate, such that the Participant will not be required to make any payment to the Company (other than

such services) with respect to the grant or vesting of the RSU Award, or the issuance of any shares of Common Stock pursuant to the RSU

Award. If, at the time of grant, the Board determines that any consideration must be paid by the Participant (in a form other than the

Participant’s services to the Company or an Affiliate) upon the issuance of any shares of Common Stock in settlement of the RSU

Award, such consideration may be paid in any form of consideration as the Board may determine and permissible under Applicable Law.

(iii) Vesting.

The Board may impose such restrictions on or conditions to the vesting of a Restricted Stock Award or RSU Award as determined by

the Board. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an

Affiliate, vesting of Restricted Stock Awards and RSU Awards will cease upon termination of the Participant’s Continuous Service.

(iv) Termination

of Continuous Service. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the

Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason, (1) the Company may receive through a

forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant under his or her Restricted

Stock Award that have not vested as of the date of such termination as set forth in the applicable Award Agreement, (2) any portion of

his or her RSU Award that has not vested will be forfeited upon such termination, and (3) the Participant will have no further right,

title or interest in the Restricted Stock Award or RSU Award, the shares of Common Stock subject to or issuable pursuant to the Restricted

Stock Award or RSU Award, or any consideration in respect of the Restricted Stock Award or RSU Award.

(v) Dividends

and Dividend Equivalents. Dividends or dividend equivalents may be paid or credited, as applicable, with respect to any shares of

Common Stock subject to a Restricted Stock Award or RSU Award, as determined by the Board and specified in the Award Agreement.

(vi) Settlement

of RSU Awards. An RSU Award may be settled by the issuance of shares of Common Stock or cash (or any combination thereof) or in any

other form of payment, as determined by the Board and specified in the applicable Award Agreement. At the time of grant, the Board may

determine to impose such restrictions or conditions that delay such delivery to a date following the vesting of the RSU Award.

(b) Performance

Awards. With respect to any Performance Award, the length of any Performance Period, the Performance Goals to be achieved during

the Performance Period, the other terms and conditions of such Award, and the measure of whether and to what degree such Performance

Goals have been attained will be determined by the Board.

Awards. Other forms of Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation

in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market Value at the

time of grant) may be granted either alone or in addition to Awards provided for under Section 4 and the preceding provisions of this

Section 5. Subject to the provisions of the Plan, the Board will have sole and complete discretion to determine the persons to whom and

the time or times at which such Other Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to

be granted pursuant to such Other Awards and all other terms and conditions of such Other Awards.

Ex G-9

6. Adjustments

upon Changes in Common Stock; Other Corporate Events.

(a) Capitalization

Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately adjust: (i) the class(es)

and maximum number of shares of Common Stock subject to the Plan and the maximum number of shares by which the Share Reserve may annually

increase pursuant to Section 2(a); (ii) the class(es) and maximum number of shares that may be issued pursuant to the exercise of Incentive

Stock Options pursuant to Section 2(b); and (iii) the class(es) and number of securities and exercise price, strike price or purchase

price of Common Stock subject to outstanding Awards. The Board shall make such adjustments, and its determination shall be final, binding

and conclusive. Notwithstanding the foregoing, no fractional shares or rights for fractional shares of Common Stock shall be created

in order to implement any Capitalization Adjustment. The Board shall determine an appropriate equivalent benefit, if any, for any fractional

shares or rights to fractional shares that might be created by the adjustments referred to in the preceding provisions of this Section.

(b) Dissolution

or Liquidation. Except as otherwise provided in the Award Agreement, in the event of a dissolution or liquidation of the Company,

all outstanding Awards (other than Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition

or the Company’s right of repurchase) will terminate immediately prior to the completion of such dissolution or liquidation, and

the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or

reacquired by the Company notwithstanding the fact that the holder of such Award is providing Continuous Service, provided, however,

that the Board may determine to cause some or all Awards to become fully vested, exercisable and/or no longer subject to repurchase or

forfeiture (to the extent such Awards have not previously expired or terminated) before the dissolution or liquidation is completed but

contingent on its completion.

Transaction. The following provisions will apply to Awards in the event of a Corporate Transaction unless otherwise provided in the

instrument evidencing the Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise

expressly provided by the Board at the time of grant of an Award.

(i) Awards

May Be Assumed. In the event of a Corporate Transaction, any surviving corporation or acquiring corporation (or the surviving or

acquiring corporation’s parent company) may assume or continue any or all Awards outstanding under the Plan or may substitute similar

awards for Awards outstanding under the Plan (including but not limited to, awards to acquire the same consideration paid to the stockholders

of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common

Stock issued pursuant to Awards may be assigned by the Company to the successor of the Company (or the successor’s parent company,

if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its parent) may choose to

assume or continue only a portion of an Award or substitute a similar award for only a portion of an Award, or may choose to assume,

continue or substitute the Awards held by some, but not all Participants. The terms of any assumption, continuation or substitution will

be set by the Board.

Ex G-10

(ii) Awards

Held by Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation

(or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such outstanding Awards,

then with respect to Awards that have not been assumed, continued or substituted and that are held by Participants whose Continuous Service

has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”),

the vesting of such Awards (and, with respect to Options and Stock Appreciation Rights, the time when such Awards may be exercised) will

be accelerated in full to a date prior to the effective time of such Corporate Transaction (contingent upon the effectiveness of the

Corporate Transaction) as the Board determines (or, if the Board does not determine such a date, to the date that is five days prior

to the effective time of the Corporate Transaction), and such Awards will terminate if not exercised (if applicable) at or prior to the

effective time of the Corporate Transaction, and any reacquisition or repurchase rights held by the Company with respect to such Awards

will lapse (contingent upon the effectiveness of the Corporate Transaction). With respect to the vesting of Performance Awards that will

accelerate upon the occurrence of a Corporate Transaction pursuant to this subsection (ii) and that have multiple vesting levels depending

on the level of performance, unless otherwise provided in the Award Agreement, the vesting of such Performance Awards will accelerate

at 100% of the target level upon the occurrence of the Corporate Transaction. With respect to the vesting of Awards that will accelerate

upon the occurrence of a Corporate Transaction pursuant to this subsection (ii) and are settled in the form of a cash payment, such cash

payment will be made no later than 30 days following the occurrence of the Corporate Transaction or such later date as required to comply

with Section 409A of the Code.

(iii) Awards

Held by Persons other than Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring

corporation (or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such outstanding

Awards, then with respect to Awards that have not been assumed, continued or substituted and that are held by persons other than Current

Participants, such Awards will terminate if not exercised (if applicable) prior to the occurrence of the Corporate Transaction; provided,

however, that any reacquisition or repurchase rights held by the Company with respect to such Awards will not terminate and may continue

to be exercised notwithstanding the Corporate Transaction.

(iv) Payment

for Awards in Lieu of Exercise. Notwithstanding the foregoing, in the event an Award will terminate if not exercised prior to the

effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such Award may not exercise

such Award but will receive a payment, in such form as may be determined by the Board, equal in value, at the effective time, to the

excess, if any, of (1) the value of the property the Participant would have received upon the exercise of the Award (including, at the

discretion of the Board, any unvested portion of such Award), over (2) any exercise price payable by such holder in connection with such

exercise.

Ex G-11

(d) Appointment

of Stockholder Representative. As a condition to the receipt of an Award under this Plan, a Participant will be deemed to have agreed

that the Award will be subject to the terms of any agreement governing a Corporate Transaction involving the Company, including, without

limitation, a provision for the appointment of a stockholder representative that is authorized to act on the Participant’s behalf

with respect to any escrow, indemnities and any contingent consideration.

(e) No

Restriction on Right to Undertake Transactions. The grant of any Award under the Plan and the issuance of shares pursuant to any

Award does not affect or restrict in any way the right or power of the Company, the Board or the stockholders of the Company to make

or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business,

any Change in Control, any Corporate Transaction, any merger or consolidation of the Company, any issue of stock or of options, rights

or options to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the

Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation

of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether

of a similar character or otherwise.

7. Administration.

(a) Administration

by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees,

as provided in subsection (c) below.

(b) Powers

of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To

determine from time to time (1) which of the persons eligible under the Plan will be granted Awards; (2) when and how each Award will

be granted; (3) what type or combination of types of Award will be granted; (4) the provisions of each Award granted (which need not

be identical), including the time or times when a person will be permitted to receive an issuance of Common Stock or other payment pursuant

to an Award; (5) the number of shares of Common Stock or cash equivalent with respect to which an Award will be granted to each such

person; (6) the Fair Market Value applicable to an Award; and (7) the terms of any Performance Award that is not valued in whole or in

part by reference to, or otherwise based on, the Common Stock, including the amount of cash payment or other property that may be earned

and the timing of payment.

(ii) To

construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration.

The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Award Agreement, in

a manner and to the extent it deems necessary or expedient to make the Plan or Award fully effective.

(iii) To

settle all controversies regarding the Plan and Awards granted under it.

Ex G-12

(iv) To

accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest, notwithstanding

the provisions in the Award Agreement stating the time at which it may first be exercised or the time during which it will vest.

(v) To

prohibit the exercise of any Option, SAR or other exercisable Award during a period of up to 30 days prior to the consummation of any

pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal

cash dividends) of Company assets to stockholders, or any other change affecting the shares of Common Stock or the share price of the

Common Stock, including any Corporate Transaction, for reasons of administrative convenience.

(vi) To

suspend or terminate the Plan at any time. Suspension or termination of the Plan will not Materially Impair rights and obligations under

any Award granted while the Plan is in effect except with the written consent of the affected Participant.

(vii) To

amend the Plan in any respect the Board deems necessary or advisable; provided, however, that stockholder approval will be required

for any amendment to the extent required by Applicable Law. Except as provided above, rights under any Award granted before amendment

of the Plan will not be Materially Impaired by any amendment of the Plan unless (1) the Company requests the consent of the affected

Participant, and (2) such Participant consents in writing.

(viii) To

submit any amendment to the Plan for stockholder approval.

(ix) To

approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited

to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified

limits in the Plan that are not subject to Board discretion; provided however, that, a Participant’s rights under any Award

will not be Materially Impaired by any such amendment unless (1) the Company requests the consent of the affected Participant, and (2)

such Participant consents in writing.

(x) Generally,

to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company

and that are not in conflict with the provisions of the Plan or Awards.

(xi) To

adopt such procedures and sub-plans as are necessary or appropriate to permit and facilitate participation in the Plan by, or take advantage

of specific tax treatment for Awards granted to, Employees, Directors or Consultants who are non-U.S. nationals or employed outside the

United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any Award Agreement to

ensure or facilitate compliance with the laws of the relevant non-U.S. jurisdiction).

(xii) To

effect, at any time and from time to time, subject to the consent of any Participant whose Award is Materially Impaired by such action,

(1) the reduction of the exercise price (or strike price) of any outstanding Option or SAR; (2) the cancellation of any outstanding Option

or SAR and the grant in substitution therefor of (A) a new Option, SAR, Restricted Stock Award, RSU Award or Other Award, under the Plan

or another equity plan of the Company, covering the same or a different number of shares of Common Stock, (B) cash and/or (C) other valuable

consideration (as determined by the Board); or (3) any other action that is treated as a repricing under generally accepted accounting

principles.

Ex G-13

to Committee.

(i) General.

The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated

to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board

that have been delegated to the Committee, including the power to delegate to another Committee or a subcommittee of the Committee any

of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to

the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted

from time to time by the Board. Each Committee may retain the authority to concurrently administer the Plan with the Committee or subcommittee

to which it has delegated its authority hereunder and may, at any time, revest in such Committee some or all of the powers previously

delegated. The Board may retain the authority to concurrently administer the Plan with any Committee and may, at any time, revest in

the Board some or all of the powers previously delegated.

(ii) Rule

16b-3 Compliance. To the extent an Award is intended to qualify for the exemption from Section 16(b) of the Exchange Act that is

available under Rule 16b-3 of the Exchange Act, the Award will be granted by the Board or a Committee that consists solely of two or

more Non-Employee Directors, as determined under Rule 16b-3(b)(3) of the Exchange Act and thereafter any action establishing or modifying

the terms of the Award will be approved by the Board or a Committee meeting such requirements to the extent necessary for such exemption

to remain available.

(d) Effect

of Board’s Decision. All determinations, interpretations and constructions made by the Board or any Committee in good faith

will not be subject to review by any person and will be final, binding and conclusive on all persons.

(e) Delegation

to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do one or more

of the following to the extent permitted by Applicable Law: (i) designate recipients, other than Officers, of Awards, provided that no

person or body may be delegated authority to grant an Award to themself; (ii) determine the number of shares subject to such Awards;

and (iii) determine the terms of such Awards; provided, however, that the Board or Committee action regarding such delegation will fix

the terms of such delegation in accordance with Applicable Law, including without limitation Sections 152 and 157 of the Delaware General

Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Award granted pursuant to

this section will be granted on the applicable form of Award Agreement most recently approved for use by the Board or the Committee,

with any modifications necessary to incorporate or reflect the terms of such Award. Notwithstanding anything to the contrary herein,

neither the Board nor any Committee may delegate to any person or body (who is not a Director or that is not comprised solely of Directors,

respectively) the authority to determine the Fair Market Value.

Ex G-14

8. Tax

Withholding.

(a) Withholding

Authorization. As a condition to acceptance of any Award under the Plan, a Participant authorizes withholding from payroll and any

other amounts payable to such Participant, and otherwise agrees to make adequate arrangements to satisfy, any Tax-Related Item withholding

obligations, if any, of the Company and/or an Affiliate that arise in connection with the grant, vesting, exercise or settlement of such

Award, as applicable. Accordingly, a Participant may not be able to exercise an Award even though the Award is vested, and the Company

shall have no obligation to issue shares of Common Stock subject to an Award, unless and until such obligations are satisfied.

(b) Satisfaction

of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy

any Tax-Related Item withholding obligation relating to an Award by any of the following means or by a combination of such means: (i)

causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise

issuable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment

from any amounts otherwise payable to the Participant; (v) by allowing a Participant to effectuate a “cashless exercise”

pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; (vi) allowing the Participant to enter

into a “same day sale” commitment with a broker-dealer (including, without limitation, a commitment under a previously established

written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act); or (vii) by such other method as may

be set forth in the Award Agreement.

Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law, the Company has no duty or

obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the Company has no

duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in

which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder

of such Award and will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an

Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or

any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation

and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors

regarding the tax consequences of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each

Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if the exercise or strike price is

at least equal to the “fair market value” of the Common Stock on the date of grant as determined by the Internal Revenue

Service and there is no other impermissible deferral of compensation associated with the Award. Additionally, as a condition to accepting

an Option or SAR granted under the Plan, each Participant agrees not to make any claim against the Company, or any of its Officers, Directors,

Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise price or strike price is less than

the “fair market value” of the Common Stock on the date of grant as subsequently determined by the Internal Revenue Service.

Ex G-15

(d) Withholding

Indemnification. The Company and/or its Affiliate may withhold or account for Tax-Related Items by considering statutory or other

withholding rates, including minimum or maximum rates applicable in a Participant’s jurisdiction. In the event of overwithholding,

the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Common Stock) or,

if not refunded, the Participant may seek a refund from the local tax authorities. In the event of underwithholding, the Participant

may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or its Affiliate.

As a condition to accepting an Award under the Plan, in the event that the amount of the Company’s and/or its Affiliate’s

withholding obligation in connection with such Award was greater than the amount actually withheld by the Company and/or its Affiliates,

each Participant agrees to indemnify and hold the Company and/or its Affiliates harmless from any failure by the Company and/or its Affiliates

to withhold the proper amount. Further, if the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock,

for tax purposes, the Participant will be deemed to have been issued the full number of shares subject to the Award, notwithstanding

that a number of the shares is held back solely for the purpose of paying the Tax-Related Items.

9. Miscellaneous.

(a) Source

of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares

repurchased by the Company on the open market or otherwise.

(b) Use

of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Awards will constitute general

funds of the Company.

Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will be

deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument,

certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that

the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action approving the grant contain terms

(e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or related grant

documents as a result of a clerical error in the Award Agreement or related grant documents, the corporate records will control and the

Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents.

(d) Stockholder

Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of

Common Stock subject to such Award unless and until (i) such Participant has satisfied all requirements for exercise of the Award pursuant

to its terms, if applicable, and (ii) the issuance of the Common Stock subject to such Award is reflected in the records of the Company.

(e) No

Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection

with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in

the capacity in effect at the time the Award was granted or affect the right of the Company or an Affiliate to terminate at will (unless

otherwise required under Applicable Law) and without regard to any future vesting opportunity that a Participant may have with respect

to any Award (i) the employment of an Employee with or without notice and with or without Cause, (ii) the service of a Consultant pursuant

to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the

Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the U.S. state or non-U.S. jurisdiction

in which the Company or the Affiliate is incorporated, as the case may be. Further, nothing in the Plan, any Award Agreement or any other

instrument executed thereunder or in connection with any Award will constitute any promise or commitment by the Company or an Affiliate

regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment

or service or confer any right or benefit under the Award or the Plan unless such right or benefit has specifically accrued under the

terms of the Award Agreement and/or Plan.

Ex G-16

(f) Change

in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services

for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company

and the Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of absence) after

the date of grant of any Award to the Participant, the Board may determine, to the extent permitted by Applicable Law, to (i) make a

corresponding reduction in the number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become

payable after the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting

or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to

any portion of the Award that is so reduced.

(g) Execution

of Additional Documents. As a condition to accepting an Award under the Plan, the Participant agrees to execute any additional documents

or instruments necessary or desirable, as determined in the Plan Administrator’s sole discretion, to carry out the purposes or

intent of the Award, or facilitate compliance with securities and/or other regulatory requirements, in each case at the Plan Administrator’s

request.

(h) Electronic

Delivery and Participation. Any reference herein or in an Award Agreement to a “written” agreement or document will include

any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the

Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access). By accepting

any Award the Participant consents to receive documents by electronic delivery and to participate in the Plan through any on-line electronic

system established and maintained by the Plan Administrator or another third party selected by the Plan Administrator. The form of delivery

of any Common Stock (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.

(i) Clawback/Recovery.

All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to

adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are

listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Law and any clawback

policy that the Company otherwise adopts, to the extent applicable and permissible under Applicable Law. In addition, the Board may impose

such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or appropriate, including

but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or cash or other property upon the

occurrence of Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a Participant’s right

to voluntarily terminate employment upon a “resignation for good reason,” or for a “constructive termination”

or any similar term under any plan of or agreement with the Company.

(j) Securities

Law Compliance. A Participant will not be issued any shares in respect of an Award unless either (i) the shares are registered under

the Securities Act or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities

Act. Each Award also must comply with other Applicable Law governing the Award, and a Participant will not receive such shares if the

Company determines that such receipt would not be in material compliance with Applicable Law.

(k) Transfer

or Assignment of Awards; Issued Shares. Except as expressly provided in the Plan or the form of Award Agreement, Awards granted under

the Plan may not be transferred or assigned by the Participant. After the vested shares subject to an Award have been issued, or in the

case of a Restricted Stock Award and similar awards, after the issued shares have vested, the holder of such shares is free to assign,

hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with

the provisions herein, the terms of the Trading Policy and Applicable Law.

(l) Effect

on Other Employee Benefit Plans. The value of any Award granted under the Plan, as determined upon grant, vesting or settlement,

shall not be included as compensation, earnings, salaries, or other similar terms used when calculating any Participant’s benefits

under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company

expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

(m) Deferrals.

To the extent permitted by Applicable Law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the

payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may also establish programs

and procedures for deferral elections to be made by Participants. Deferrals will be made in accordance with the requirements of Section

409A.

Ex G-17

(n) Section

409A. Unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements will be interpreted to the greatest

extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A, and, to the extent not so

exempt, in compliance with the requirements of Section 409A. If the Board determines that any Award granted hereunder is not exempt from

and is therefore subject to Section 409A, the Award Agreement evidencing such Award will incorporate the terms and conditions necessary

to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on terms necessary

for compliance, such terms are hereby incorporated by reference into the Award Agreement. Notwithstanding anything to the contrary in

this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common Stock are publicly traded, and if

a Participant holding an Award that constitutes “deferred compensation” under Section 409A is a “specified employee”

for purposes of Section 409A, no distribution or payment of any amount that is due because of a “separation from service”

(as defined in Section 409A without regard to alternative definitions thereunder) will be issued or paid before the earlier of (i) the

date that is six months and one day following the date of such Participant’s “separation from service,” or (ii) the

date of the Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A. Any

amounts so deferred will be paid in a lump sum on the day after such six-month period elapses (or upon the Participant’s death,

if earlier), with the balance paid thereafter on the original schedule.

(o) Choice

of Law. This Plan and any controversy arising out of or relating to this Plan shall

be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to conflict of law principles

that would result in any application of any law other than the law of the State of Delaware.

10. Covenants

of the Company.

The

Company will seek to obtain from each regulatory commission or agency, as may be deemed to be necessary, having jurisdiction over the

Plan such authority as may be required to grant Awards and to issue and sell shares of Common Stock upon exercise or vesting of the Awards;

provided, however, that this undertaking will not require the Company to register under the Securities Act the Plan, any Award or any

Common Stock issued or issuable pursuant to any such Award. If, after reasonable efforts and at a reasonable cost, the Company is unable

to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary or advisable for the

lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell

Common Stock upon exercise or vesting of such Awards unless and until such authority is obtained. A Participant is not eligible for the

grant of an Award or the subsequent issuance of Common Stock pursuant to the Award if such grant or issuance would be in violation of

any Applicable Law.

11. Severability.

all or any part of the Plan or any Award Agreement is declared by any court or governmental authority to be unlawful or invalid, such

unlawfulness or invalidity shall not invalidate any portion of the Plan or such Award Agreement not declared to be unlawful or invalid.

Any Section of the Plan or any Award Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible,

be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while

remaining lawful and valid.

Ex G-18

12. Termination

of the Plan.

The

Board may suspend or terminate the Plan at any time. No Incentive Stock Options may be granted after the tenth anniversary of the earlier

of: (i) the Adoption Date; or (ii) the date the Plan is approved by the Company’s stockholders. No Awards may be granted under

the Plan while the Plan is suspended or after it is terminated.

13. Definitions.

used in the Plan, the following definitions apply to the capitalized terms indicated below:

(a) “Adoption

Date” means the date the Plan is first approved by the Board or Compensation Committee, as applicable.

(b) “Affiliate”

means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in

Rule 405 promulgated under the Securities Act. The Board may determine the time or times at which “parent” or “subsidiary”

status is determined within the foregoing definition.

Law” means the Code and any applicable U.S. and non-U.S. securities, exchange control, tax, federal, state, material local

or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing

rule, regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect

by or under the authority of any Governmental Body (including under the authority of any applicable self-regulating organization such

as the Nasdaq Stock Market, New York Stock Exchange, or the Financial Industry Regulatory Authority).

(d) “Award”

means any right to receive Common Stock, cash or other property granted under the Plan (including an Incentive Stock Option, a Nonstatutory

Stock Option, a Restricted Stock Award, an RSU Award, a SAR, a Performance Award or any Other Award).

(e) “Award

Agreement” means a written or electronic agreement between the Company and a Participant evidencing the terms and conditions

of an Award. The Award Agreement generally consists of the Grant Notice and the agreement containing the written summary of the general

terms and conditions applicable to the Award and which is provided, including through electronic means, to a Participant along with the

Grant Notice. Each Award Agreement will be subject to the terms and conditions of the Plan.

(f) “Board”

means the Board of Directors of the Company (or its designee). Any decision or determination made by the Board shall be a decision or

determination that is made in the sole discretion of the Board (or its designee), and such decision or determination shall be final and

binding on all Participants.

(g) “Business

Combination Agreement” means the Business Combination Agreement by and among [SPAC], [Merger Sub], and the Company, dated

as of [DATE].

Ex G-19

(h) “Capitalization

Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the

Plan or subject to any Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation,

reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend,

stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any

similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards

Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the

Company will not be treated as a Capitalization Adjustment.

(i) “Cause”

has the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the

absence of such agreement, such term means, with respect to a Participant, the Company has determined in its sole discretion that the

Participant has engaged in any one or more of the following: (i) the Participant’s conviction or indictment of, or plea of no contest

to, any felony; (ii) any material act or omission of the Participant constituting dishonesty, fraud, immoral, or disreputable conduct

that has caused, or is reasonably likely to cause, material harm to the Company; (iii) the Participant’s material violation of

Company policy that has caused, or is reasonably likely to cause, material harm to the Company; (iv) the Participant’s material

breach of any written agreement between the Participant and the Company which, if curable, remains uncured for thirty (30) days after

notice; or (v) the Participant’s material breach of fiduciary duty or other statutory or common law duty owed to the Company. The

determination that a termination of the Participant’s Continuous Service is either for Cause or without Cause will be made by the

Board with respect to Participants who are executive officers of the Company and by the Company’s Chief Executive Officer with

respect to Participants who are not executive officers of the Company. Any determination by the Company that the Continuous Service of

a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant will have no effect

upon any determination of the rights or obligations of the Company or such Participant for any other purpose.

(j) “Change

in Control” or “Change of Control” means the occurrence, in a single transaction or in a series

of related transactions, of any one or more of the following events:

(i) any

Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined

voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition of securities of the

Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate

thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions

the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (C) solely because

the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage

threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing

the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result

of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any

additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then

outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be

deemed to occur;

(ii) there

is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the

consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own,

directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power

of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting

power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same

proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction;

Ex G-20

(iii) there

is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company

and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of

the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned

by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company

immediately prior to such sale, lease, license or other disposition; or

(iv) individuals

who, on the Effective Date, are members of the Board (the “Incumbent Board”) cease for any reason to constitute

at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election)

of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such

new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.

Notwithstanding

the foregoing or any other provision of this Plan, (A) the term Change in Control shall not include a sale of assets, merger or other

transaction effected exclusively for the purpose of changing the domicile of the Company and (B) the definition of Change in Control

(or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the

foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control

or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply, and (C) with respect

to any nonqualified deferred compensation that becomes payable on account of the Change in Control, the transaction or event described

in clause (i), (ii), (iii), or (iv) also constitutes a Section 409A Change in Control if required in order for the payment not to violate

Section 409A of the Code.

The

consummation of the transactions contemplated by the Business Combination Agreement shall not constitute a Change in Control under the

Plan.

(k) “Code”

means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

(l) “Committee”

means the Compensation Committee and any other committee of one or more Directors to whom authority has been delegated by the Board or

Compensation Committee in accordance with the Plan.

(m) “Common

Stock” means the common stock of the Company.

(n) “Company”

means [PUBCO], a Delaware corporation.

(o) “Compensation

Committee” means the Compensation Committee of the Board.

Ex G-21

(p) “Consultant”

means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and

is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services.

However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a “Consultant”

for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration

Statement under the Securities Act is available to register either the offer or the sale of the Company’s securities to such person.

(q) “Continuous

Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director

or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or

an Affiliate as an Employee, Director or Consultant or a change in the Entity for which the Participant renders such service, provided

that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate

a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant is rendering services

ceases to qualify as an Affiliate, as determined by the Board, such Participant’s Continuous Service will be considered to have

terminated on the date such Entity ceases to qualify as an Affiliate. For example, a change in status from an Employee of the Company

to a Consultant of an Affiliate or to a Director will not constitute an interruption of Continuous Service. To the extent permitted by

Applicable Law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether

Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer,

including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors.

Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such

extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy

applicable to the Participant, or as otherwise required by Applicable Law. In addition, to the extent required for exemption from or

compliance with Section 409A, the determination of whether there has been a termination of Continuous Service will be made, and such

term will be construed, in a manner that is consistent with the definition of “separation from service” as defined under

Treasury Regulations Section 1.409A-1(h) (without regard to any alternative definition thereunder).

(r) “Corporate

Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more

of the following events:

(i) a

sale or other disposition of all or substantially all, as determined by the Board, of the consolidated assets of the Company and its

Subsidiaries;

(ii) a

sale or other disposition of at least 50% of the outstanding securities of the Company;

(iii) a

merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv) a

merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock

outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger,

consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

Ex G-22

Notwithstanding

the foregoing or any other provision of this Plan, (A) the term Corporate Transaction shall not include a sale of assets, merger or other

transaction effected exclusively for the purpose of changing the domicile of the Company, (B) the definition of Corporate Transaction

(or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the

foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition of Corporate Transaction

or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply, and (C) with respect

to any nonqualified deferred compensation that becomes payable on account of the Corporate Transaction, the transaction or event described

in clause (i), (ii), (iii), or (iv) also constitutes a Section 409A Change in Control if required in order for the payment not to violate

Section 409A of the Code.

The

consummation of the transactions contemplated by the Business Combination Agreement shall not constitute a Corporate Transaction under

the Plan.

(s) “determine”

or “determined” means as determined by the Board or the Committee (or its designee) in its sole discretion.

(t) “Director”

means a member of the Board.

(u) “Disability”

means, with respect to a Participant, such Participant is unable to engage in any substantial gainful activity by reason of any medically

determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for

a continuous period of not less than 12 months, as provided in Section 22(e)(3) of the Code, and will be determined by the Board on the

basis of such medical evidence as the Board deems warranted under the circumstances.

(v) “Effective

Date” means the effective date of this Plan, which is the date of the closing of the transactions contemplated by the Business

Combination Agreement, provided that this Plan is approved by the Company’s stockholders prior to such date.

(w) “Employee”

means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services,

will not cause a Director to be considered an “Employee” for purposes of the Plan.

(x) “Employer”

means the Company or the Affiliate of the Company that employs the Participant.

(y) “Entity”

means a corporation, partnership, limited liability company or other entity.

(z) “Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Ex G-23

(aa) “Exchange

Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the

Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii)

any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under

an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant

to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company

in substantially the same proportions as their Ownership of stock of the Company, or (v) any natural person, Entity or “group”

(within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly,

of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities.

(bb) “Fair

Market Value” means, as of any date, unless otherwise determined by the Board, the value of the Common Stock (as determined

on a per share or aggregate basis, as applicable) determined as follows:

(i) If

the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value will be the closing

sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the

Common Stock) on the date of determination, as reported in a source the Board deems reliable.

(ii) If

there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing selling

price on the last preceding date for which such quotation exists.

(iii) In

the absence of such markets for the Common Stock, or if otherwise determined by the Board, the Fair Market Value will be determined by

the Board in good faith and in a manner that complies with Sections 409A and 422 of the Code.

(cc) “Fully

Diluted Shares” means, as of any date, all of the common stock of the Company outstanding plus all shares of common stock

of the Company issuable upon conversion or exercise of outstanding securities and rights, including (without limitation) preferred stock

on an as-converted basis, equity awards, warrants (including pre-funded warrants), and any convertible indebtedness or similar instruments,

whether or not then vested or currently exercisable.

(dd) “Governmental

Body” means any: (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction

of any nature; (ii) federal, state, local, municipal, foreign or other government; (iii) governmental or regulatory body, or

quasi-governmental body of any nature (including any governmental division, department, administrative agency or bureau, commission,

authority, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal,

and for the avoidance of doubt, any tax authority) or other body exercising similar powers or authority; or (iv) self-regulatory

organization (including the Nasdaq Stock Market, New York Stock Exchange, and the Financial Industry Regulatory Authority).

Ex G-24

(ee) “Grant

Notice” means the notice provided to a Participant that he or she has been granted an Award under the Plan and which includes

the name of the Participant, the type of Award, the date of grant of the Award, number of shares of Common Stock subject to the Award

or potential cash payment right, (if any), the vesting schedule for the Award (if any) and other key terms applicable to the Award.

(ff) “Incentive

Stock Option” means an option granted pursuant to Section 4 of the Plan that is intended to be, and qualifies as, an “incentive

stock option” within the meaning of Section 422 of the Code.

(gg) “Materially

Impair” means any amendment to the terms of the Award that materially adversely affects the Participant’s rights

under the Award. A Participant’s rights under an Award will not be deemed to have been Materially Impaired by any such amendment

if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s

rights. For example, the following types of amendments to the terms of an Award do not Materially Impair the Participant’s rights

under the Award: (i) imposition of reasonable restrictions on the minimum number of shares subject to an Option or SAR that may

be exercised; (ii) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iii) to

change the terms of an Incentive Stock Option in a manner that disqualifies, impairs or otherwise affects the qualified status of the

Award as an Incentive Stock Option under Section 422 of the Code; (iv) to clarify the manner of exemption from, or to bring the Award

into compliance with or qualify it for an exemption from, Section 409A; or (v) to comply with other Applicable Laws.

(hh) “Non-Employee

Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not

receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any

capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation

S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other

transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship

for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee

director” for purposes of Rule 16b-3.

(ii) “Nonstatutory

Stock Option” means any option granted pursuant to Section 4 of the Plan that does not qualify as an Incentive Stock Option.

(jj) “Officer”

means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.

(kk) “Option”

means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.

(ll) “Optionholder”

means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

(mm) “Other

Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms

and conditions of Section 5(c).

Ex G-25

(nn) “Own,”

“Owned,” “Owner,” “Ownership” means that a person or Entity

will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership”

of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise,

has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

(oo) “Participant”

means an Employee, Director or Consultant to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds

an outstanding Award.

(pp) “Performance

Award” means an Award that may vest or may be exercised or a cash award that may vest or become earned and paid contingent

upon the attainment during a Performance Period of certain Performance Goals and which is granted under the terms and conditions of Section

5(b) pursuant to such terms as are approved by the Board. In addition, to the extent permitted by Applicable Law and set forth in the

applicable Award Agreement, the Board may determine that cash or other property may be used in payment of Performance Awards. Performance

Awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based

on, the Common Stock.

(qq) “Performance

Criteria” means the one or more criteria that the Board will select for purposes of establishing the Performance Goals

for a Performance Period. The Performance Criteria that will be used to establish such Performance Goals may be based on any one of,

or combination of, the following as determined by the Board: earnings (including earnings per share and net earnings); earnings before

interest, taxes and depreciation; earnings before interest, taxes, depreciation and amortization; total stockholder return; return on

equity or average stockholder’s equity; return on assets, investment, or capital employed; stock price; margin (including gross

margin); income (before or after taxes); operating income; operating income after taxes; pre-tax profit; operating cash flow; sales or

revenue targets; increases in revenue or product revenue; expenses and cost reduction goals; improvement in or attainment of working

capital levels; economic value added (or an equivalent metric); market share; cash flow; cash flow per share; share price performance;

debt reduction; customer satisfaction; stockholders’ equity; capital expenditures; debt levels; operating profit or net operating

profit; growth of net income or operating income; billings; financing; stockholder liquidity; corporate governance and compliance; intellectual

property; personnel matters; progress of internal research; progress of partnered programs; partner satisfaction; budget management;

partner or collaborator achievements; internal controls, including those related to the Sarbanes-Oxley Act of 2002; investor relations,

analysts and communication; implementation or completion of projects or processes; employee retention; strategic partnerships or transactions

(including in-licensing and out-licensing of intellectual property); establishing relationships with respect to the marketing, distribution

and sale of the Company’s products; supply chain achievements; co-development, co-marketing, profit sharing, joint venture or other

similar arrangements; individual performance goals; corporate development and planning goals; and other measures of performance selected

by the Board or Committee whether or not listed herein.

(rr) “Performance

Goals” means, for a Performance Period, the one or more goals established by the Board for the Performance Period based

upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business units, divisions,

Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or

the performance of one or more relevant indices. Unless specified otherwise by the Board (i) in the Award Agreement at the time the Award

is granted or (ii) in such other document setting forth the Performance Goals at the time the Performance Goals are established, the

Board will appropriately make adjustments in the method of calculating the attainment of Performance Goals for a Performance Period as

follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the

effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate

tax rates; (5) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined

under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume

that any business divested by the Company achieved performance objectives at targeted levels during the balance of a Performance Period

following such divestiture; (8) to exclude the effect of any change in the outstanding shares of Common Stock by reason of any stock

dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares

or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (9) to exclude the

effects of stock based compensation and the award of bonuses under the Company’s bonus plans; (10) to exclude costs incurred in

connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting principles;

and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting

principles. In addition, the Board may establish or provide for other adjustment items in the Award Agreement at the time the Award is

granted or in such other document setting forth the Performance Goals at the time the Performance Goals are established. The Board retains

the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance Goals and to define the

manner of calculating the Performance Criteria it selects to use for such Performance Period. Partial achievement of the specified criteria

may result in the payment or vesting corresponding to the degree of achievement as specified in the Award Agreement or the written terms

of a Performance Award.

Ex G-26

(ss) “Performance

Period” means the period of time selected by the Board over which the attainment of one or more Performance Goals will

be measured for the purpose of determining a Participant’s right to vesting or exercise of an Award. Performance Periods may be

of varying and overlapping duration, at the sole discretion of the Board.

(tt) “Plan”

means this [PUBCO] 2026 Equity Incentive Plan, as amended from time to time.

(uu) “Plan

Administrator” means the person, persons, and/or third-party administrator designated by the Company to administer the

day to day operations of the Plan and the Company’s other equity incentive programs.

(vv) “Post-Termination

Exercise Period” means the period following termination of a Participant’s Continuous Service within which an Option

or SAR is exercisable, as specified in Section 4(h).

(ww) “Restricted

Stock Award” or “RSA” means an Award of shares of Common Stock which is granted pursuant to the

terms and conditions of Section 5(a).

(xx) “RSU

Award” or “RSU” means an Award of restricted stock units representing the right to receive an

issuance of shares of Common Stock which is granted pursuant to the terms and conditions of Section 5(a).

(yy) “Rule

16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.

(zz) “Rule

405” means Rule 405 promulgated under the Securities Act.

(aaa) “Section

409A” means Section 409A of the Code and the regulations and other guidance thereunder.

(bbb) “Section

409A Change in Control” means a change in the ownership or effective control of the Company, or in the ownership of a substantial

portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5)

(without regard to any alternative definition thereunder).

(ccc) “Securities

Act” means the Securities Act of 1933, as amended.

(ddd) “Share

Reserve” means the number of shares available for issuance under the Plan as set forth in Section 2(a).

Ex G-27

(eee) “Stock

Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock that is

granted pursuant to the terms and conditions of Section 4.

(fff) “Subsidiary”

means, with respect to the Company, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting

power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class

or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly

or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct

or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%.

(ggg) “Tax-Related

Items” means any income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related

items arising out of or in relation to a Participant’s participation in the Plan and legally applicable or deemed applicable to

the Participant.

(hhh) “Ten

Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing

more than 10% of the total combined voting power of all classes of stock of the Company or any Affiliate.

(iii) “Trading

Policy” means the Company’s policy permitting certain individuals to sell Company shares only during certain “window”

periods and/or otherwise restricts the ability of certain individuals to transfer or encumber Company shares, as in effect from time

to time.

Ex G-28

Exhibit H

Form of SPAC Employee Stock Purchase Plan

[Attached]

Ex H-1

[PUBCO]

2026

Employee Stock Purchase Plan

Adopted

by the Board of Directors: [DATE]

Approved by the Stockholders: [DATE]

1. General;

Purpose.

(a) The

Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase

shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock

Purchase Plan. In addition, the Plan permits the Company to grant a series of Purchase Rights to Eligible Employees that do not meet the

requirements of an Employee Stock Purchase Plan.

(b) The

Plan includes two components: a 423 Component and a Non-423 Component. The Company intends (but makes no undertaking or representation

to maintain) the 423 Component to qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will be

construed in a manner that is consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes grants of

Purchase Rights under the Non-423 Component that do not meet the requirements of an Employee Stock Purchase Plan. Except as otherwise

provided in the Plan or determined by the Board, the Non-423 Component will operate and be administered in the same manner as the 423

Component. In addition, the Company may make separate Offerings which vary in terms (provided that such terms are not inconsistent with

the provisions of the Plan or the requirements of an Employee Stock Purchase Plan to the extent the Offering is made under the 423 Component),

and the Company will designate which Designated Company is participating in each separate Offering.

Company, by means of the Plan, seeks to retain the services of Eligible Employees, to secure and retain the services of new Employees

and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations.

2. Administration.

(a) The

Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided

in Section 2(c). References herein to the Board shall be deemed to refer to the Committee except where context dictates otherwise.

(b) The

Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To

determine how and when Purchase Rights will be granted and the provisions of each Offering (which need not be identical).

(ii) To

designate from time to time (A) which Related Corporations of the Company will be eligible to participate in the Plan as Designated 423

Companies, (B) which Related Corporations or Affiliates will be eligible to participate in the Plan as Designated Non-423 Companies, (C)

which Affiliates or Related Corporations may be excluded from participation in the Plan, and (D) which Designated Companies will participate

in each separate Offering (to the extent that the Company makes separate Offerings).

Ex H-2

(iii) To

construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration.

The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent

it deems necessary or expedient to make the Plan fully effective.

(iv) To

settle all controversies regarding the Plan and Purchase Rights granted under the Plan.

(v) To

suspend or terminate the Plan at any time as provided in Section 12.

(vi) To

amend the Plan at any time as provided in Section 12.

(vii) Generally,

to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company and its

Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan with respect to the 423 Component.

(viii) To

adopt such rules, procedures and sub-plans as are necessary or appropriate to permit or facilitate participation in the Plan by Employees

who are foreign nationals or employed or located outside the United States. Without limiting the generality of, and consistent with, the

foregoing, the Board specifically is authorized to adopt rules, procedures, and sub-plans regarding, without limitation, eligibility to

participate in the Plan, the definition of eligible “earnings,” handling and making of Contributions, establishment of bank

or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination

of beneficiary designation requirements, withholding procedures and handling of share issuances, any of which may vary according to applicable

requirements, and which, if applicable to a Designated Non-423 Company, do not have to comply with the requirements of Section 423 of

the Code.

Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to a Committee,

the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been

delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized

to exercise (and references in this Plan and any applicable Offering Document to the Board will thereafter be to the Committee or subcommittee),

subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board.

Further, to the extent not prohibited by Applicable Law, the Board or Committee may, from time to time, delegate some or all of its authority

under the Plan to one or more officers of the Company or other persons or groups of persons as it deems necessary, appropriate or advisable

under conditions or limitations that it may set at or after the time of the delegation. The Board may retain the authority to concurrently

administer the Plan with the Committee (or its delegate) and may, at any time, revest in the Board some or all of the powers previously

delegated. Whether or not the Board has delegated administration of the Plan to a Committee (or a delegate of the Committee), the Board

will have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan.

(d) All

determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will

be final, binding and conclusive on all persons.

Ex H-3

3. Shares

of Common Stock Subject to the Plan.

(a) Subject

to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that may be issued

under the Plan will not exceed [●]1 shares

of Common Stock, plus the number of shares of Common Stock that are automatically added on January 1st of each year for a period of up

to ten years, commencing on January 1, 2027 and ending on (and including) January 1, 2036 in an amount equal to the lesser

of (x) [●] percent ([●]%)

of the total number of Fully Diluted Shares outstanding on December 31st of the preceding calendar year, and (y) [●]2

shares of Common Stock. Notwithstanding the foregoing, the Board may act prior to the first day of any

calendar year to provide that there will be no January 1st increase in the share reserve for such calendar year or that the

increase in the share reserve for such calendar year will be a lesser number of shares of Common Stock than would otherwise occur pursuant

to the preceding sentence. For the avoidance of doubt, up to the maximum number of shares of Common Stock reserved under this Section

3(a) may be used to satisfy purchases of Common Stock under the 423 Component and any remaining portion of such maximum number of shares

may be used to satisfy purchases of Common Stock under the Non-423 Component.

(b) If

any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased under

such Purchase Right will again become available for issuance under the Plan.

stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by

the Company on the open market.

4. Grant

of Purchase Rights; Offering.

(a) The

Board may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering (consisting of one

or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering will be in such form and will contain

such terms and conditions as the Board will deem appropriate, and with respect to the 423 Component, will comply with the requirement

of Section 423(b)(5) of the Code that all Employees granted Purchase Rights will have the same rights and privileges. The terms and conditions

of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate Offerings

need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by reference in the document

comprising the Offering or otherwise) the period during which the Offering will be effective, which period will not exceed 27 months beginning

with the Offering Date, and the substance of the provisions contained in Sections 5 through 8, inclusive.

(b) If

a Participant has more than one Purchase Right outstanding under the Plan, unless such Participant otherwise indicates in forms delivered

to the Company or a third party designated by the Company (each, a “Company Designee”): (i) each form will apply

to all of such Participant’s Purchase Rights under the Plan, and (ii) a Purchase Right with a lower exercise price (or an earlier-granted

Purchase Right, if different Purchase Rights have identical exercise prices) will be exercised to the fullest possible extent before a

Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase Rights have identical exercise prices)

will be exercised.

1 NTD:

Percentages to be confirmed between signing and Closing.

2 NTD: Percentages to be confirmed between signing

and Closing.

Ex H-4

Board will have the discretion to structure an Offering so that if the Fair Market Value of a share of Common Stock on the first Trading

Day of a new Purchase Period within that Offering is less than or equal to the Fair Market Value of a share of Common Stock on the Offering

Date for that Offering, then (i) that Offering will terminate immediately as of that first Trading Day, and (ii) the Participants in such

terminated Offering will be automatically enrolled in a new Offering beginning on the first Trading Day of such new Purchase Period.

5. Eligibility.

(a) Purchase

Rights may be granted only to Employees of the Company or, as the Board may designate in accordance with Section 2(b), to Employees of

a Related Corporation or an Affiliate. Except as provided in Section 5(b) or as required by Applicable Law, an Employee will not be eligible

to be granted Purchase Rights unless, on the Offering Date, the Employee has been in the employ of the Company, the Related Corporation

or the Affiliate, as the case may be, for such continuous period preceding such Offering Date as the Board may (unless prohibited by Applicable

Law) require, but in no event will the required period of continuous employment be equal to or greater than two years. In addition, the

Board may provide (unless prohibited by Applicable Law) that no Employee will be eligible to be granted Purchase Rights under the Plan

unless, on the Offering Date, such Employee’s customary employment with the Company, the Related Corporation or the Affiliate is

more than 20 hours per week and more than five months per calendar year or such other criteria as the Board may determine consistent with

Section 423 of the Code with respect to the 423 Component. The Board may also exclude (unless prohibited by Applicable Law) from participation

in the Plan or any Offering Employees who are “highly compensated employees” (within the meaning of Section 423(b)(4)(D) of

the Code) of the Company, a Related Corporation or an Affiliate, or a subset of such highly compensated employees.

(b) The

Board may provide that each person who, during the course of an Offering, first becomes an Eligible Employee will, on a date or dates

specified in the Offering which coincides with the day on which such person becomes an Eligible Employee or which occurs thereafter, receive

a Purchase Right under that Offering, which Purchase Right will thereafter be deemed to be a part of that Offering. Such Purchase Right

will have the same characteristics as any Purchase Rights originally granted under that Offering, as described herein, except that:

(i) the

date on which such Purchase Right is granted will be the “Offering Date” of such Purchase Right for all purposes, including

determination of the exercise price of such Purchase Right;

(ii) the

period of the Offering with respect to such Purchase Right will begin on its Offering Date and end coincident with the end of such Offering;

and

(iii) the

Board may provide that if such person first becomes an Eligible Employee within a specified period of time before the end of the Offering,

such individual will not receive any Purchase Right under that Offering.

Employee will be eligible for the grant of any Purchase Rights under the 423 Component if, immediately after any such Purchase Rights

are granted, such Employee owns stock possessing five percent or more of the total combined voting power or value of all classes of stock

of the Company or of any Related Corporation. For purposes of this Section 5(c), the rules of Section 424(d) of the Code will apply in

determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding Purchase Rights and

options will be treated as stock owned by such Employee.

(d) As

specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights under the 423 Component only if such Purchase

Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations, do

not permit such Eligible Employee’s rights to purchase stock of the Company or any Related Corporation to accrue at a rate which,

when aggregated, exceeds $25,000 of Fair Market Value of such stock (determined at the time such rights are granted, and which, with respect

to the Plan, will be determined as of their respective Offering Dates) for each calendar year in which such rights are outstanding at

any time.

Ex H-5

(e) Officers

of the Company and any Designated Company, if they are otherwise Eligible Employees, will be eligible to participate in Offerings under

the Plan. Notwithstanding the foregoing, the Board may (unless prohibited by Applicable Law) provide in an Offering that Employees who

are highly compensated Employees within the meaning of Section 423(b)(4)(D) of the Code will not be eligible to participate.

(f) Notwithstanding

anything in this Section 5 to the contrary, in the case of an Offering under the Non-423 Component, an Eligible Employee (or group of

Eligible Employees) may be excluded from participation in the Plan or an Offering if the Board has determined, in its sole discretion,

that participation of such Eligible Employee(s) is not advisable or practical for any reason.

6. Purchase

Rights; Purchase Price.

(a) On

each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, will be granted a Purchase Right to purchase

up to that number of shares of Common Stock purchasable either with a percentage of earnings (as defined by the Board in each Offering)

or with a maximum dollar amount, as designated by the Board, but in either case not exceeding 15% of such Employee’s earnings (as

defined by the Board in each Offering) during the period that begins on the Offering Date (or such later date as the Board determines

for a particular Offering) and ends on the date stated in the Offering, which date will be no later than the end of the Offering.

(b) The

Board will establish one or more Purchase Dates during an Offering on which Purchase Rights granted for that Offering will be exercised

and shares of Common Stock will be purchased in accordance with such Offering.

connection with each Offering made under the Plan, the Board may specify (i) a maximum number of shares of Common Stock that may

be purchased by any Participant on any Purchase Date during such Offering, (ii) a maximum aggregate number of shares of Common Stock that

may be purchased by all Participants pursuant to such Offering and/or (iii) a maximum aggregate number of shares of Common Stock that

may be purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of shares of Common Stock issuable

upon exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence of any

Board action otherwise, a pro rata (based on each Participant’s accumulated Contributions) allocation of the shares of Common Stock

(rounded down to the nearest whole share) available will be made in as nearly a uniform manner as will be practicable and equitable.

(d) The

purchase price of shares of Common Stock acquired pursuant to Purchase Rights will be no less than the lesser of:

(i) an

amount equal to 85% of the Fair Market Value of the shares of Common Stock on the Offering Date; or

(ii) an

amount equal to 85% of the Fair Market Value of the shares of Common Stock on the applicable Purchase Date.

Ex H-6

7. Participation;

Withdrawal; Termination.

(a) An

Eligible Employee may elect to participate in an Offering and authorize payroll deductions as the means of making Contributions by completing

and delivering to the Company or a Company Designee, within the time specified in the Offering, an enrollment form provided by the Company

or Company Designee. The enrollment form will specify the amount of Contributions not to exceed the maximum amount specified by the Board.

Each Participant’s Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited

with the general funds of the Company except where Applicable Law requires that Contributions be deposited with a third party. If permitted

in the Offering, a Participant may begin such Contributions with the first payroll occurring on or after the Offering Date (or, in the

case of a payroll date that occurs after the end of the prior Offering but before the Offering Date of the next new Offering, Contributions

from such payroll will be included in the new Offering). If permitted in the Offering, a Participant may thereafter reduce (including

to zero) or increase his or her Contributions. If required under Applicable Law or if specifically provided in the Offering and to the

extent permitted by Section 423 of the Code with respect to the 423 Component, in addition to or instead of making Contributions by payroll

deductions, a Participant may make Contributions through the payment by cash, check or wire transfer prior to a Purchase Date.

(b) During

an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company or a Company Designee

a withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. Upon such withdrawal,

such Participant’s Purchase Right in that Offering will immediately terminate and the Company will distribute as soon as practicable

to such Participant all of his or her accumulated but unused Contributions and such Participant’s Purchase Right in that Offering

shall thereupon terminate. A Participant’s withdrawal from that Offering will have no effect upon his or her eligibility to participate

in any other Offerings under the Plan, but such Participant will be required to deliver a new enrollment form to participate in subsequent

Offerings.

otherwise required by Applicable Law, Purchase Rights granted pursuant to any Offering under the Plan will terminate immediately if the

Participant either (i) is no longer an Employee for any reason or for no reason (subject to any post-employment participation period required

by Applicable Law) or (ii) is otherwise no longer eligible to participate. The Company will distribute as soon as practicable to such

individual all of his or her accumulated but unused Contributions.

(d) Unless

otherwise determined by the Board, a Participant whose employment transfers or whose employment terminates with an immediate rehire (with

no break in service) by or between the Company and a Designated Company or between Designated Companies will not be treated as having

terminated employment for purposes of participating in the Plan or an Offering; however, if a Participant transfers from an Offering under

the 423 Component to an Offering under the Non-423 Component, the exercise of the Participant’s Purchase Right will be qualified

under the 423 Component only to the extent such exercise complies with Section 423 of the Code. If a Participant transfers from an Offering

under the Non-423 Component to an Offering under the 423 Component, the exercise of the Purchase Right will remain non-qualified under

the Non-423 Component. The Board may establish different and additional rules governing transfers between separate Offerings within the

423 Component and between Offerings under the 423 Component and Offerings under the Non-423 Component.

(e) During

a Participant’s lifetime, Purchase Rights will be exercisable only by such Participant. Purchase Rights are not transferable by

a Participant, except by will, by the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation

as described in Section 10.

Ex H-7

(f) Unless

otherwise specified in the Offering or required by Applicable Law, the Company will have no obligation to pay interest on Contributions.

8. Exercise

of Purchase Rights.

(a) On

each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock, up to

the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the

Offering. No fractional shares will be issued unless specifically provided for in the Offering.

(b) Unless

otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after the purchase

of shares of Common Stock and such remaining amount is less than the amount required to purchase one share of Common Stock on the final

Purchase Date of an Offering, then such remaining amount will be held in such Participant’s account for the purchase of shares of

Common Stock under the next Offering under the Plan, unless such Participant withdraws from or is not eligible to participate in such

next Offering, in which case such amount will be distributed to such Participant after the final Purchase Date without interest (unless

the payment of interest is otherwise required by Applicable Law). If the amount of Contributions remaining in a Participant’s account

after the purchase of shares of Common Stock is at least equal to the amount required to purchase one (1) whole share of Common Stock

on the final Purchase Date of an Offering, then such remaining amount will be distributed in full to such Participant after the final

Purchase Date of such Offering without interest (unless the payment of interest is otherwise required by Applicable Law).

Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan are covered

by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable U.S.

federal and state, foreign and other securities, exchange control and other laws applicable to the Plan. If on a Purchase Date the shares

of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date,

and, subject to Section 423 of the Code with respect to the 423 Component, the Purchase Date will be delayed until the shares of Common

Stock are subject to such an effective registration statement and the Plan is in material compliance, except that the Purchase Date will

in no event be more than 27 months from the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the

shares of Common Stock are not registered and the Plan is not in material compliance with all Applicable Laws, as determined by the Company

in its sole discretion, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed to the Participants

without interest (unless the payment of interest is otherwise required by Applicable Law).

9. Covenants

of the Company.

The Company will seek to obtain

from each U.S. federal or state, foreign or other regulatory commission, agency or other Governmental Body having jurisdiction over the

Plan such authority as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder unless the Company

determines, in its sole discretion, that doing so is not practical or would cause the Company to incur costs that are unreasonable. If,

after commercially reasonable efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary for

the grant of Purchase Rights or the lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the

Company will be relieved from any liability for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of

such Purchase Rights.

Ex H-8

10. Designation

of Beneficiary.

(a) The

Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any shares of Common

Stock and/or Contributions from the Participant’s account under the Plan if the Participant dies before such shares and/or Contributions

are delivered to the Participant. The Company may, but is not obligated to, permit the Participant to change such designation of beneficiary.

Any such designation and/or change must be on a form approved by the Company.

(b) If

a Participant dies, and in the absence of a valid beneficiary designation, the Company will deliver any shares of Common Stock and/or

Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed (to

the knowledge of the Company), the Company, in its sole discretion, may deliver such shares of Common Stock and/or Contributions, without

interest (unless the payment of interest is otherwise required by Applicable Law), to the Participant’s spouse, dependents or relatives,

or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

11. Adjustments

upon Changes in Common Stock; Corporate Transactions.

(a) In

the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number

of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities by which the share reserve

is to increase automatically each year pursuant to Section 3(a), (iii) the class(es) and number of securities subject to, and the purchase

price applicable to outstanding Offerings and Purchase Rights, and (iv) the class(es) and number of securities that are the subject of

the purchase limits under each ongoing Offering. The Board will make these adjustments, and its determination will be final, binding and

conclusive.

(b) In

the event of a Corporate Transaction, then: (i) any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s

parent company) may assume or continue outstanding Purchase Rights or may substitute similar rights (including a right to acquire the

same consideration paid to the stockholders in the Corporate Transaction) for outstanding Purchase Rights, or (ii) if any surviving or

acquiring corporation (or its parent company) does not assume or continue such Purchase Rights or does not substitute similar rights for

such Purchase Rights, then the Participants’ accumulated Contributions will be used to purchase shares of Common Stock (rounded

down to the nearest whole share) within ten business days (or such other period specified by the Board) prior to the Corporate Transaction

under the outstanding Purchase Rights, and the Purchase Rights will terminate immediately after such purchase.

12. Amendment,

Termination or Suspension of the Plan.

(a) The

Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in Section 11(a)

relating to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for which stockholder approval

is required by Applicable Law.

(b) The

Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is suspended or after

it is terminated.

Ex H-9

benefits, privileges, entitlements and obligations under any outstanding Purchase Rights granted before an amendment, suspension or termination

of the Plan will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the person

to whom such Purchase Rights were granted, (ii) as necessary to facilitate compliance with any laws, listing requirements, or governmental

regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive guidance

issued thereunder relating to Employee Stock Purchase Plans) including without limitation any such regulations or other guidance that

may be issued or amended after the date the Plan is adopted by the Board, or (iii) as necessary to obtain or maintain favorable tax, listing,

or regulatory treatment. To be clear, the Board may amend outstanding Purchase Rights without a Participant’s consent if such amendment

is necessary to ensure that the Purchase Right and/or the Plan complies with the requirements of Section 423 of the Code with respect

to the 423 Component or with respect to other Applicable Laws. Notwithstanding anything in the Plan or any Offering Document to the contrary,

the Board will be entitled to: (i) establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars;

(ii) permit Contributions in excess of the amount designated by a Participant in order to adjust for mistakes in the Company’s processing

of properly completed Contribution elections; (iii) establish reasonable waiting and adjustment periods and/or accounting and crediting

procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld

from the Participant’s Contributions; (iv) amend any outstanding Purchase Rights or clarify any ambiguities regarding the terms

of any Offering to enable the Purchase Rights to qualify under and/or comply with Section 423 of the Code with respect to the 423 Component;

and (v) establish other limitations or procedures as the Board determines in its sole discretion advisable that are consistent with the

Plan. The actions of the Board pursuant to this paragraph will not be considered to alter or impair any Purchase Rights granted under

an Offering as they are part of the initial terms of each Offering and the Purchase Rights granted under each Offering.

13. Tax

Qualification; Tax Withholding.

(a) Although

the Company may endeavor to (i) qualify a Purchase Right for special tax treatment under the laws of the United States or jurisdictions

outside of the United States or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows

any covenant to maintain special or to avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan.

The Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants.

(b) Each Participant

will make arrangements, satisfactory to the Company and any applicable Related Corporation, to enable the Company or the Related Corporation

to fulfill any withholding obligation for Tax-Related Items. Without limitation to the foregoing, in the Company’s sole discretion

and subject to Applicable Law, such withholding obligation may be satisfied in whole or in part by (i) withholding from the Participant’s

salary or any other cash payment due to the Participant from the Company or a Related Corporation; (ii) withholding from the proceeds

of the sale of shares of Common Stock acquired under the Plan, either through a voluntary sale or a mandatory sale arranged by the Company;

or (iii) any other method deemed acceptable by the Board. The Company shall not be required to issue any shares of Common Stock under

the Plan until such obligations are satisfied.

Ex H-10

423 Component is exempt from the application of Section 409A of the Code, and any ambiguities herein shall be interpreted to so be exempt

from Section 409A of the Code. The Non-423 Component is intended to be exempt from the application of Section 409A of the Code under the

short-term deferral exception and any ambiguities shall be construed and interpreted in accordance with such intent. In furtherance of

the foregoing and notwithstanding any provision in the Plan to the contrary, if the Committee determines that an option granted under

the Plan may be subject to Section 409A of the Code or that any provision in the Plan would cause an option under the Plan to be subject

to Section 409A, the Committee may amend the terms of the Plan and/or of an outstanding option granted under the Plan, or take such other

action the Committee determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding

option or future option that may be granted under the Plan from or to allow any such options to comply with Section 409A of the Code,

but only to the extent any such amendments or action by the Committee would not violate Section 409A of the Code. Notwithstanding the

foregoing, the Company shall have no liability to a Participant or any other party if the option under the Plan that is intended to be

exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee with respect

thereto.

14. Effective

Date of Plan.

The Plan will become effective

immediately prior to and contingent upon the Effective Date. No Purchase Rights will be exercised unless and until the Plan has been approved

by the stockholders of the Company, which approval must be within 12 months before or after the date the Plan is adopted (or if required

under Section 12(a) above, materially amended) by the Board.

15. Miscellaneous

Provisions.

(a) Proceeds

from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company.

(b) A

Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common Stock subject

to Purchase Rights unless and until the Participant’s shares of Common Stock acquired upon exercise of Purchase Rights are recorded

in the books of the Company (or its transfer agent).

Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way alter the at will nature

of a Participant’s employment or amend a Participant’s employment contract, if applicable, or be deemed to create in any way

whatsoever any obligation on the part of any Participant to continue in the employ of the Company or a Related Corporation or an Affiliate,

or on the part of the Company, a Related Corporation or an Affiliate to continue the employment of a Participant.

(d) The

provisions of the Plan will be governed by the laws of the State of Delaware without resort to that state’s conflicts of laws rules.

(e) If

any particular provision of the Plan is found to be invalid or otherwise unenforceable, such provision will not affect the other provisions

of the Plan, but the Plan will be construed in all respects as if such invalid provision were omitted.

(f) If

any provision of the Plan does not comply with Applicable Law, such provision shall be construed in such a manner as to comply with Applicable

Law.

16. Definitions.

As used in the Plan, the following

definitions will apply to the capitalized terms indicated below:

(a) “423

Component” means the part of the Plan, which excludes the Non-423 Component, pursuant to which Purchase Rights that satisfy

the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees.

Ex H-11

(b) “Affiliate”

means any entity, other than a Related Corporation, whether now or subsequently established, which is at the time of determination, a

“parent” or “subsidiary” of the Company as such terms are defined in Rule 405 promulgated under the Securities

Act. The Board may determine the time or times at which “parent” or “subsidiary” status is determined within the

foregoing definition.

Law” means shall mean the Code and any applicable securities, federal, state, foreign, material local or municipal or other

law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule, regulation, judicial

decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority

of any Governmental Body (or under the authority of the New York Stock Exchange, Nasdaq Stock Market or the Financial Industry Regulatory

Authority).

(d) “Board”

means the Board of Directors of the Company.

(e) “Business

Combination Agreement” means the Business Combination Agreement by and among [SPAC], [Merger Sub], and the Company, dated

as of [DATE].

(f) “Capitalization

Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the

Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt of consideration by the Company

through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash,

large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure

or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification

Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will

not be treated as a Capitalization Adjustment.

(g) “Code”

means the U.S. Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

(h) “Committee”

means a committee of one or more members of the Board to whom authority has been delegated by the Board in accordance with Section 2(c).

(i) “Common

Stock” means the common stock of the Company.

(j) “Company”

means [PUBCO], a Delaware corporation.

(k) “Contributions”

means the payroll deductions and other additional payments specifically provided for in the Offering that a Participant contributes to

fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided for

in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld during the Offering through

payroll deductions and, with respect to the 423 Component, to the extent permitted by Section 423.

(l) “Corporate

Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more

of the following events:

(i) a

sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of

the Company and its subsidiaries;

Ex H-12

(ii) a

sale or other disposition of more than 50% of the outstanding securities of the Company;

(iii) a

merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv) a

merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding

immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation

or similar transaction into other property, whether in the form of securities, cash or otherwise.

(m) “Designated

423 Company” means any Related Corporation selected by the Board as participating in the 423 Component.

(n) “Designated

Company” means any Designated Non-423 Company or Designated 423 Company, provided, however, that at any given time, a Related

Corporation participating in the 423 Component shall not be a Related Corporation participating in the Non-423 Component.

(o) “Designated

Non-423 Company” means any Related Corporation or Affiliate selected by the Board as participating in the Non-423 Component.

(p) “Director”

means a member of the Board.

(q) Effective

Date” means the effective date of this Plan, which is the date of the closing of the transactions contemplated by the Business

Combination Agreement, provided that this Plan is approved by the Company’s stockholders prior to such date.

(r) “Eligible

Employee” means an Employee who meets the requirements set forth in the document(s) governing the Offering for eligibility

to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the

Plan.

(s) “Employee”

means any person, including an Officer or Director, who is “employed” for purposes of Section 423(b)(4) of the Code by the

Company or a Related Corporation or solely with respect to the Non-423 Component, an Affiliate. However, service solely as a Director,

or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.

(t) “Employee

Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options issued under an “employee stock

purchase plan,” as that term is defined in Section 423(b) of the Code.

(u) “Exchange

Act” means the U.S. Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder.

(v) “Fair

Market Value” means, as of any date, the value of the Common Stock determined as follows:

(i) If

the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of

Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on such exchange or market

(or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in such

source as the Board deems reliable. Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on

the date of determination, then the Fair Market Value will be the closing sales price on the last preceding date for which such quotation

exists.

Ex H-13

(ii) In

the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith in compliance with

Applicable Laws and regulations and, to the extent applicable as determined in the sole discretion of the Board, in a manner that complies

with Sections 409A of the Code.

(w) “Fully

Diluted Shares” means, as of any date, all of the common stock of the Company outstanding plus all shares of common stock

of the Company issuable upon conversion or exercise of outstanding securities and rights, including (without limitation) preferred stock

on an as-converted basis, equity awards, warrants (including pre-funded warrants), and any convertible indebtedness or similar instruments,

whether or not then vested or currently exercisable.

(x) “Governmental

Body” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction

of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or regulatory body, or quasi-governmental

body of any nature (including any governmental division, department, administrative agency or bureau, commission, authority, instrumentality,

official, ministry, fund, foundation, center, organization, unit, body or entity and any court or other tribunal, and for the avoidance

of doubt, any tax authority) or other body exercising similar powers or authority; or (d) self-regulatory organization (including the

New York Stock Exchange, the Nasdaq Stock Market and the Financial Industry Regulatory Authority).

(y) “Non-423

Component” means the part of the Plan, which excludes the 423 Component, pursuant to which Purchase Rights that are not

intended to satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees.

(z) “Offering”

means the grant to Eligible Employees of Purchase Rights, with the exercise of those Purchase Rights automatically occurring at the end

of one or more Purchase Periods. The terms and conditions of an Offering will generally be set forth in the “Offering Document”

approved by the Board for that Offering.

(aa) “Offering

Date” means a date selected by the Board for an Offering to commence.

(bb) “Officer”

means a person who is an officer of the Company or a Related Corporation within the meaning of Section 16 of the Exchange Act.

(cc) “Participant”

means an Eligible Employee who holds an outstanding Purchase Right.

(dd) “Plan”

means this [PUBCO] 2026 Employee Stock Purchase Plan, as amended from time to time, including both the 423 Component and the Non-423 Component.

(ee) “Purchase

Date” means one or more dates during an Offering selected by the Board on which Purchase Rights will be exercised and on

which purchases of shares of Common Stock will be carried out in accordance with such Offering.

(ff) “Purchase

Period” means a period of time specified within an Offering, generally beginning on the Offering Date or on the first Trading

Day following a Purchase Date, and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods.

Ex H-14

(gg) “Purchase

Right” means an option to purchase shares of Common Stock granted pursuant to the Plan.

(hh) “Related

Corporation” means any “parent corporation” or “subsidiary corporation” of the Company whether now

or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

(ii) “Securities

Act” means the U.S. Securities Act of 1933, as amended.

(jj) “Tax-Related

Items” means any income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related

items arising out of or in relation to a Participant’s participation in the Plan, including, but not limited to, the exercise of

a Purchase Right and the receipt of shares of Common Stock or the sale or other disposition of shares of Common Stock acquired under the

Plan.

(kk) “Trading

Day” means any day on which the exchange(s) or market(s) on which shares of Common Stock are listed, including but not limited

to the New York Stock Exchange, Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or any successors thereto,

is open for trading.

Ex H-15

Exhibit I

Form of Support Agreement

[Filed Separately]

Ex I-1

Exhibit J

Form of Pre-Funded Warrant

[Filed Separately]

Ex J-1

EX-10.1 — SPONSOR LETTER AGREEMENT, DATED AS OF OCTOBER 25, 2026, BY AND AMONG AMANAT SPONSOR HOLDINGS LLC, AMANAT ACQUISITION CORP AND CORXEL PHARMACEUTICALS, INC

EX-10.1

Filename: ea030895401ex10-1.htm · Sequence: 3

Exhibit 10.1

SPONSOR LETTER

AGREEMENT

This Sponsor

Letter Agreement (this “Agreement”), dated as of October 25, 2026, is made by and among Amanat

Sponsor Holdings LLC, a Delaware limited liability company (the “Sponsor” or the “Class

B Holder”), Amanat Acquisition Corp, a Cayman Islands exempted company (“AMAN”), and Corxel

Pharmaceuticals, Inc., a Delaware corporation (the “Company”). The Sponsor, AMAN and the Company

shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not

otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).

Whereas,

AMAN, the Company and certain other parties thereto entered into that certain Business Combination Agreement, dated as of the date hereof

(as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Business Combination

Agreement”); and

Whereas,

the Business Combination Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Business

Combination Agreement by the parties thereto, pursuant to which, among other things, (a) the Class B Holder will vote in favor of approval

of the Business Combination Agreement and the transactions contemplated thereby (including the Domestication and the Merger) and (b) the

Class B Holder will agree to waive any adjustment to the conversion ratio set forth in the Governing Documents of AMAN or any other anti-dilution

or similar protection with respect to all of the AMAN Class B Ordinary Shares related to the transactions contemplated by the Business

Combination Agreement.

Now,

Therefore, in consideration of the premises and the mutual promises contained 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:

1. Agreement

to Vote. (a) The Class B Holder hereby agrees to vote at any meeting of the shareholders of AMAN (whether annual or special

and whether or not an adjourned or postponed meeting), however called, and in any action by written resolution of the shareholders of

AMAN, all of its AMAN Class B Ordinary Shares (together with any other equity securities of AMAN that the Class B Holder holds of record

or beneficially including any Class A Ordinary Shares of AMAN that the Class B Holder holds of record or beneficially, as of the date

of this Agreement, or acquires record or beneficial ownership after the date hereof, collectively, the “Subject AMAN Equity

Securities”). Prior to the earlier of the Effective Time and the termination of this Agreement, at any meeting of the shareholders

of AMAN (whether annual or special and whether or not an adjourned or postponed meeting), however called, and in any action by written

resolution of the shareholders of AMAN, at which any of the Transaction Proposals or any of the matters described in Section 1(b) below

are submitted for the consideration and/or vote of the shareholders of AMAN, the Class B Holder shall (i) appear at such meeting, in person

or by proxy, or otherwise cause all of the Subject AMAN Equity Securities to be counted as present thereat for purposes of establishing

a quorum and (ii) vote (or cause to be voted), or deliver (or cause to be delivered) a written resolution in respect of all of the Subject

AMAN Equity Securities, to vote in favor of each of the Transaction Proposals.

(b) In

addition, the Class B Holder hereby agrees to vote (or cause to be voted), or deliver (or cause to be delivered) a written resolution

in respect of, all of the Subject AMAN Equity Securities that such Class B Holder is entitled to vote, against and withhold consent with

respect to (i) any merger, scheme of arrangement, acquisition, business combination, reorganization, recapitalization, liquidation, dissolution,

winding up or similar transaction involving AMAN or any of its Subsidiaries, other than the transactions contemplated by the Business

Combination Agreement and (ii) any other matter, action, transaction, agreement or proposal that is intended, or would reasonably be expected,

to (A) result in a breach of any of AMAN’s covenants, agreements or obligations under the Business Combination Agreement, (B) result

in any of the conditions to the Closing set forth in the Business Combination Agreement not being satisfied, or (C) prevent, impede, hinder,

interfere with, delay or adversely affect the consummation of the Merger or any of the other transactions contemplated by the Business

Combination Agreement (including any amendment to the Governing Documents of AMAN, other than as expressly contemplated by the Business

Combination Agreement). The Class B Holder further agrees not to elect to redeem, tender or submit for redemption any of the Subject AMAN

Equity Securities in connection with the Domestication, any of the Transaction Proposals or otherwise prior to the Closing.

the avoidance of doubt, in the event that (i) any equity securities of AMAN are issued to the Class B Holder after the date of this Agreement

pursuant to any share dividend, share split, recapitalization, reclassification, combination or exchange of equity securities of, on or

affecting the Subject AMAN Equity Securities owned by the Class B Holder or otherwise, (ii) the Class B Holder purchases or otherwise

acquires beneficial ownership of any equity securities of AMAN after the date of this Agreement, or (iii) the Class B Holder acquires

the right to vote or share in the voting of any equity securities of AMAN after the date of this Agreement (such equity securities, collectively,

the “New Securities”), then such New Securities acquired or purchased by the Class B Holder shall be deemed

to constitute Subject AMAN Equity Securities and shall be subject to the terms of this Agreement to the same extent as if they constituted

Subject AMAN Equity Securities owned by the Class B Holder as of the date of this Agreement.

2. Waiver

of Anti-dilution Protection. The Class B Holder hereby (a) waives, subject to, and conditioned upon, the occurrence of the

Closing (for himself, herself or itself and for his, her or its, successors, heirs and assigns), to the fullest extent permitted by law

and the Amended and Restated Memorandum and Articles of Association of AMAN, and (b) agrees not to assert or perfect, any rights to adjustment

or other anti-dilution protections with respect to the rate that the AMAN Class B Ordinary Shares held by him, her or it convert into

AMAN Class A Ordinary Shares in connection with the transactions contemplated by the Business Combination Agreement.

3. Transfer

of Shares.

(a) The

Class B Holder hereby agrees that he, she or it shall not, directly or indirectly, (i) sell, assign, transfer (including by operation

of law), place a lien on, pledge, dispose of or otherwise encumber any of his, her or its Subject AMAN Equity Securities or otherwise

agree to do any of the foregoing (each, a “Transfer”), (ii) deposit any of his, her or its Subject AMAN Equity

Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to

any of his, her or its Subject AMAN Equity Securities that conflicts with any of the covenants or agreements set forth in this Agreement,

(iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale,

assignment, transfer (including by operation of law) or other disposition of any of his, her or its Subject AMAN Equity Securities, (iv)

engage in any hedging or other transaction which is designed to, or which would (either alone or in connection with one or more events,

developments or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale or disposition

of his, her or its Subject AMAN Equity Securities even if such Subject AMAN Equity Securities would be disposed of by a person other than

the Class B Holder or (v) take any action that would have the effect of preventing or materially delaying the performance of his, her

or its obligations hereunder; provided, however, that the foregoing shall not apply to any Transfer (A) to AMAN or AMAN’s

officers or directors, any affiliates or family member of any of AMAN’s officers or directors, any members or partners of the Sponsor

or their respective affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (B) in the case of an individual,

by gift to a member of one 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 person or to a charitable organization; (C) in the case of an individual, by virtue of laws of

descent and distribution upon death of such individual; (D) in the case of an individual, pursuant to a qualified domestic relations order;

(E) by private sales or transfers made in connection with the transactions contemplated by the Business Combination Agreement; and (F)

by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; provided, that any recipient

or transferee of any Transfer of the type set forth in clauses (A) through (F) must enter into a written agreement in form and substance

reasonably satisfactory to the Company agreeing to be bound by this Agreement prior to the occurrence of such Transfer.

(b) In

furtherance of the foregoing, AMAN hereby agrees to (i) place revocable stop transfer instructions to AMAN’s transfer agent on all

Subject AMAN Equity Securities subject to Section 3(a), including those which may be covered by a registration statement against the Transfer

of any Subject AMAN Equity Securities except in compliance with Section 3(a); for the avoidance of doubt, the obligations of AMAN under

this Section 3(b) shall be deemed to be satisfied by the existence of any similar stop transfer instructions currently existing on the

Subject AMAN Equity Securities.

4. Other

Covenants. The Class B Holder hereby agrees to be bound by and subject to (i) Sections 5.3(a) (Confidentiality and Access to

Information) and 5.4(a) Public Announcements of the Business Combination Agreement to the same extent as such provisions apply to the

parties to the Business Combination Agreement, as if the Class B Holder is directly a party thereto, and (ii) Section 5.6(b) (Exclusive

Dealing) of the Business Combination Agreement to the same extent as such provisions apply to AMAN as if the Class B Holder is directly

party thereto.

5. Termination

of AMAN Class B Ordinary Shares Lock-up Period. The Class B Holder and AMAN hereby agree that effective as of the consummation

of the Closing (and not before), Section 7 of that certain Letter Agreement, dated May 18, 2026, by and among AMAN, the Sponsor and certain

other parties thereto (the “Letter Agreement”), shall be amended and restated in its entirety as follows:

“7. Reserved.”

The amendment and restatement

set forth in this Section 5 shall be void and of no force and effect with respect to the Letter Agreement if the Business Combination

Agreement shall be terminated for any reason in accordance with its terms. The Class B Holder acknowledges that it shall be bound by the

terms of those certain lock-up agreements, to be dated as of the Closing Date pursuant to the terms of the Business Combination Agreement.

6. Termination.

This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier

of (a) the Effective Time; and (b) the termination of the Business Combination Agreement in accordance with its terms. Upon termination

of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or Liabilities

under, or with respect to, this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) the termination

of this Agreement pursuant to Section 6(b) shall not affect any Liability on the part of any Party for a Willful Breach of any covenant

or agreement set forth in this Agreement prior to such termination or Fraud, (ii) Sections 2, 5 and 10 shall each survive the termination

of this Agreement pursuant to Section 6(a) and (iii) Sections 7, 8, 9 and 10 shall survive any termination of this Agreement. For purposes

of this Section 6, (x) “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 and (y) “Fraud” means an act or omission

by a Party, and requires: (A) a false or incorrect representation or warranty expressly set forth in this Agreement, (B) with actual knowledge

(as opposed to constructive, imputed or implied knowledge) by the Party making such representation or warranty that such representation

or warranty expressly set forth in this Agreement is false or incorrect, (C) an intention to deceive another Party, to induce him, her

or it to enter into this Agreement, (D) another Party, in justifiable or reasonable reliance upon such false or incorrect representation

or warranty expressly set forth in this Agreement, causing such Party to enter into this Agreement, and (E) causing such Party to suffer

damage by reason of such reliance. For the avoidance of doubt, “Fraud” does not include any claim for equitable

fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence or recklessness.

7. No

Recourse. Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party(ies)

thereto against any other party(ies) thereto, each Party agrees 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 (whether in tort, contract or otherwise)

arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall

be asserted against any Company Non-Party Affiliate or any AMAN Non-Party Affiliate (other than the Class B Holder, on the terms and subject

to the conditions set forth herein), and (b) none of the Company Non-Party Affiliates or the AMAN Non-Party Affiliates (other than the

Class B Holder, on the terms and subject to the conditions set forth herein) 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 in connection with this Agreement, the negotiation hereof or the transactions

contemplated hereby.

8. Fiduciary

Duties. Notwithstanding anything in this Agreement to the contrary, the Class B Holder makes no agreement or understanding

herein in any capacity other than in the Class B Holder’s capacity as a record holder and beneficial owner of the Subject AMAN Equity

Securities.

9. No

Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and

permitted assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors

and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement. Nothing in this Agreement,

expressed or implied, is intended to or shall constitute the Parties, partners or participants in a joint venture.

10. Incorporation

by Reference. Sections 8.1 (Non-Survival), 8.2 (Entire Agreement; Assignment), 8.3 (Amendment), 8.5 (Governing Law), 8.7 (Constructions;

Interpretation), 8.10 (Severability), 8.11 (Counterparts; Electronic Signatures), 8.15 (Waiver of Jury Trial), 8.16 (Submission to Jurisdiction)

and 8.17 (Remedies) of the Business Combination Agreement are incorporated herein and shall apply to this Agreement mutatis mutandis.

[signature

page follows]

Witness Whereof, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first

above written.

AMANAT SPONSOR HOLDINGS LLC

By:

/s/ Sandeep Kulkarni

Name:

Sandeep Kulkarni

Title:

Director

AMANAT ACQUISITION CORP

By:

/s/ Nicholas Fernandez

Name:

Nicholas Fernandez

Title:

Chief Financial Officer

CORXEL PHARMACEUTICALS, INC.

By:

/s/ Roderick Wong

Name:

Roderick Wong

Title:

Director

[Signature

Page to Sponsor Letter Agreement]

EX-10.2 — FORM OF SUBSCRIPTION AGREEMENT

EX-10.2

Filename: ea030895401ex10-2.htm · Sequence: 4

Exhibit 10.2

Execution Version

FORM OF SUBSCRIPTION

AGREEMENT

This Subscription

Agreement (this “Subscription Agreement”) is entered into on October 25, 2026 by and between Amanat

Acquisition Corp, a Cayman Islands exempted company (the “Company”), and the subscriber party set

forth on the signature page hereto (the “Subscriber”), acting severally and not jointly with any Other Subscriber

(as defined below).

Recitals

Whereas,

substantially concurrently with the execution of this Subscription Agreement, the Company is entering into a business combination agreement

(the “Business Combination Agreement”) with Corxel Pharmaceuticals, Inc., a Delaware corporation (“Corxel”),

and Cairo Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”),

pursuant to which (and subject to the terms and conditions set forth therein), Merger Sub will merge with and into Corxel, with Corxel

as the surviving company in the merger and, after giving effect to such merger, becoming a wholly-owned subsidiary of the Company, on

the terms and subject to the conditions therein (the “Merger”);

Prior to the closing of the

Merger (and as more fully described in the Business Combination Agreement), the Company will domesticate as a Delaware corporation in

accordance with Section 388 of the General Corporation Law of the State of Delaware and Part XII of the Cayman Islands Companies Law (2020

Revision) (the “Domestication”, and together with the Merger and the other transactions contemplated by the

Business Combination Agreement, the “Transactions”), and in connection therewith the Company shall change its

name to a name reasonably determined by Corxel;

Whereas, in connection

with the Transactions, Subscriber desires to subscribe for and purchase from the Company and the Company desires to issue and sell to

Subscriber in consideration of the payment thereto, on the terms and subject to the conditions contained in this Subscription Agreement,

following the Domestication and immediately prior to or substantially concurrently with the consummation of the Transactions, (A) that

number of shares (the “Subscribed Shares”) of the Company’s common stock, par value $0.0001 per share

(the “Common Stock”), obtained by dividing the Subscriber’s aggregate purchase price of $[●] (the

“Purchase Price”) by the Redemption Price (as defined in the Company’s Amended and Restated Memorandum

and Articles of Association, as in effect on the date hereof, without amendment or other modification hereafter) (the “Per

Share Price”), and/or (B) in lieu of Subscribed Shares, and pursuant to Section 2 hereof, pre-funded warrants to purchase

shares of Common Stock substantially in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”),

each to purchase one share of Common Stock (collectively, the “Pre-Funded Warrant Shares”), with an exercise

price equal to $0.0001 per Pre-Funded Warrant (the “Exercise Price”), at a purchase price per Pre-Funded Warrant

equal to the Purchase Price less the Exercise Price as set forth opposite such Subscriber’s name on the signature page hereto. The

aggregate purchase price of the Subscribed Shares and the Pre-Funded Warrants shall be as set forth opposite such on Subscriber’s

name on the signature page hereto next to the heading “Purchase Price”;

Whereas,

the Company and Subscriber are executing and delivering this Subscription Agreement in reliance upon the exemption from securities registration

afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”); and

Whereas, concurrently

with the execution of this Subscription Agreement, the Company is entering into subscription agreements (the “Other Subscription

Agreements”) substantially similar to this Subscription Agreement with certain other investors (the “Other Subscribers”)

pursuant to which each such Other Subscriber has agreed to purchase shares of Common Stock and/or Pre-Funded Warrants at the Closing (as

defined below) at the same Per Share Price or Pre-Funded Warrant Purchase Price, as applicable, and otherwise on the same economic terms

as the Subscriber.

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:

Agreement

Subscription; No Fractional Shares. Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber,

severally and not jointly with any Other Subscriber, hereby agrees to subscribe for and purchase from the Company, and the Company hereby

agrees to issue and sell to Subscriber, upon the payment

of the Purchase Price, (i) the Subscribed Shares

and/or (ii) if applicable pursuant to Section 2 hereof, the Pre-Funded Warrants (such subscription and issuance, the “Subscription”).

If Subscriber elects to receive Pre-Funded Warrants in lieu of all or a portion of the Subscribed Shares (which election shall be indicated

on Subscriber’s signature page hereto), the aggregate purchase price payable by Subscriber shall remain unchanged and (a) the number

of Subscribed Shares shall be reduced by the number of shares of Common Stock underlying the Pre-Funded Warrants issued to Subscriber

and (b) Subscriber shall be issued Pre-Funded Warrants exercisable for such number of shares of Common Stock as is specified on Subscriber’s

signature page hereto. Subscriber and the Company acknowledge that, as a result of the Domestication, the Subscribed Shares will be shares

of Common Stock (and the Pre-Funded Warrants will be exercisable for shares of Common Stock) of the Company as a Delaware corporation

and will not be ordinary shares of the Company as a Cayman Islands exempted company. No fractional shares of Common Stock shall be issued

pursuant to this Subscription Agreement. The number

of Subscribed Shares (and, if applicable, shares issuable upon exercise of the Pre-Funded Warrants) issued

at the Closing shall be rounded down to the nearest whole number

of shares of Common Stock.

Closing.

(a)

The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing

date of the Transactions (the “Closing Date”), following the Domestication and immediately prior to or substantially

concurrently with the consummation of the Transactions and shall be conditioned upon the satisfaction or waiver of the conditions set

forth in this Section 2. If Subscriber has elected to receive Pre-Funded Warrants in lieu of all or a portion of the Subscribed Shares,

references in this Section 2 to the delivery and issuance of Subscribed Shares shall be construed to include (as applicable) the delivery

and issuance of Pre-Funded Warrants and, upon exercise thereof, Pre-Funded Warrant Shares.

(b)

At least twelve (12) Business Days (as defined below) before the anticipated Closing Date, the Company shall deliver or cause

to be delivered written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date,

(ii) the wire instructions for delivery of the Purchase Price to an escrow account (the “Escrow Account”) established

by the Company with a third party escrow agent (the “Escrow Agent”) to be identified in the Closing Notice,

(iii) the expected number of Subscribed Shares and (iv) if applicable, the expected number of Pre-Funded Warrants to be issued to Subscriber.

No later than two (2) Business Days prior to the anticipated Closing Date as set forth in the Closing Notice, Subscriber shall deliver

the Purchase Price for the Subscribed Shares (and, if applicable, the Pre-Funded Warrants) by wire transfer of United States dollars in

immediately available funds to the Escrow Account and deliver to the Company such information as is reasonably requested in the Closing

Notice in order for the Company to issue the Subscribed Shares (and, if applicable, the Pre-Funded Warrants) to Subscriber, including,

without limitation, the legal name of the person in whose name the Subscribed Shares (and, if applicable, the Pre-Funded Warrants) are

to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8 (and any required attachments

thereto).The Purchase Price shall be held by the Escrow Agent in a segregated account for the benefit of Subscriber until released in

accordance with this Subscription Agreement and shall not be commingled with the Company’s funds. The Company shall cause the escrow arrangements

to require the Escrow Agent to return the Purchase Price directly to Subscriber in accordance with Sections 2(b) and 6, without any further

consent or instruction from the Company. Upon the Closing, and only after the Escrow Agent has received written confirmation from the

Company’s transfer agent that the Subscribed Shares have been issued to Subscriber (or its designated nominee) in book-entry form, the

Company shall provide instructions to the Escrow Agent to release the funds in the Escrow Account to the Company, and no such funds shall

be released prior to receipt of such confirmation. The escrow arrangement set out in this Section 2(b) shall be memorialized in an escrow

agreement to be entered into by and among the Company, the Subscriber and the Escrow Agent (the “Escrow Agreement”),

provided that (i) the Escrow Agreement shall be entered into as soon as practicable and in any event earlier than the Closing and (ii)

all fees, costs and expenses of the Escrow Agent shall be borne solely by the Company. The Company shall deliver to Subscriber (i) at

the Closing, (A) the Subscribed Shares, if any, in book entry form, free and clear of any liens or other restrictions (other than those

arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee in accordance with

its delivery instructions), and (B) if applicable, Pre-Funded Warrants (substantially in the form attached hereto as Exhibit A) exercisable

for the number of shares of Common Stock as set forth on Subscriber’s signature page hereto, and (ii) as promptly as practicable

after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares (in book entry

form), if any, on and as of the Closing Date. As promptly as practicable after the Closing, the Company shall provide Subscriber updated

book-entry statements from the Company’s transfer agent reflecting the change in name of the Company to occur in connection with

the Closing. 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 and Subscriber, the Company shall promptly

(but in no event later than three (3) Business Days after the anticipated Closing Date specified in the Closing Notice) instruct the Escrow

Agent to return the Purchase Price to Subscriber in full, without deduction, withholding or offset, by wire transfer in immediately available

funds to the account specified by Subscriber (or, if any portion of the Purchase Price was paid directly to the Company, the Company shall

return such portion directly to Subscriber), and any book entries or Pre-Funded Warrants delivered shall be deemed cancelled, provided

that any such cancellation shall be effected only in connection with the return of the Purchase Price to Subscriber. Notwithstanding such

return or cancellation (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 herein, and (y) unless and until this Subscription Agreement is terminated in accordance with Section

6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Escrow Account or to the Company, as applicable, in accordance

with this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice; provided, however, that following the

initial return of the Purchase Price, Subscriber shall not be required to deliver the Purchase Price to the Escrow Account or the Company

in advance of the Closing more than once without Subscriber’s prior written consent, and thereafter Subscriber shall only be required

to fund the Purchase Price substantially concurrently with the consummation of the Transactions and against the simultaneous issuance

and delivery of the Subscribed Shares to Subscriber, and (B) to consummate the Closing immediately prior to or substantially concurrently

with the consummation of the Transactions. For the purposes of this Subscription Agreement, “Business Day” means any day other

than a Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York or the

Cayman Islands.

(c)

Each of the Company and Subscriber acknowledges and agrees that the Placement Agents (as defined below) shall have no responsibility

or liability whatsoever with respect to (i) any matters relating to the Escrow Account or the Escrow Agent, including any action taken

or omitted to be taken by the Escrow Agent, (ii) the release, disbursement or return of funds in the Escrow Account, or (iii) the verification

of any information provided by the Company, the Escrow Agent or any other person in connection with the Closing mechanics set forth in

this Section 2.

(d)

The Closing shall be subject to the satisfaction on the Closing Date, or written waiver by each of the parties hereto, of each

of the following conditions:

(i) the Common Stock

(including the Subscribed Shares and the Pre-Funded Warrant Shares) shall have been approved for listing on the Nasdaq Stock Market LLC

(“Nasdaq”), and such approval shall remain in effect as of the Closing Date, subject only to official notice of issuance

and no suspension of the qualification of the Common Stock for offering or sale or trading on Nasdaq and no initiation of any proceedings,

or, to the knowledge of the Company, any threat in writing of proceedings, for any such purpose or delisting shall have occurred;

(ii)

all conditions precedent to the closing of the Transactions set forth in the Business Combination Agreement, including all

necessary approvals of the Company’s and Corxel’s shareholders and regulatory approvals, if any, shall have been satisfied

(as determined by the parties to the Business Combination Agreement) or waived (other than those conditions which, by their nature, are

to be satisfied only at the closing of the Transactions pursuant to the Business Combination Agreement), and the closing of the Transactions

shall be scheduled to occur substantially concurrently with or immediately following the Closing; and

(iii) no governmental

authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation

(whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the Transactions

or the Closing illegal or otherwise restraining, enjoining, or prohibiting the consummation of the Transactions or the Closing, and no

such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition.

(e)

The obligation of the Company to consummate the Closing shall be subject to the satisfaction or written waiver by the Company

of the additional conditions that, on the Closing Date:

(i) all representations

and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than

representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined below), which representations

and warranties shall be true and correct in all respects) at and as of the Closing Date, except to the extent that any such representation

and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all

material respects (other than representations or warranties that are qualified as to materiality or Subscriber Material Adverse Effect,

which representations or warranties shall be true and correct in all respects) as of such earlier date, in each case without giving effect

to the consummation of the Transactions; and

(ii)

Subscriber 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, except where the

failure of such performance, satisfaction or compliance would not, or would not reasonably be likely to, prevent, materially delay, or

materially impair the ability of the Company to consummate the Closing.

(f)

The obligation of Subscriber to consummate the Closing shall be subject to the satisfaction or written waiver by Subscriber

of the additional conditions that, on the Closing Date:

(i) all representations

and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than

representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined below), which representations

and warranties shall be true and correct in all respects) at and as of the Closing Date (except to the extent that any such representation

or warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material

respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect, which representations

and warranties shall be true and correct in all respects) as of such earlier date), in each case, without giving effect to the consummation

of the Transactions;

(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 Subscribed Shares or Pre-Funded Warrants) shall contain, or have been amended, modified

or waived to provide, any terms or benefits more favorable to any Other Subscriber than those provided to Subscriber under this Subscription

Agreement, unless Subscriber shall have been offered in writing substantially the same terms or benefits and, if accepted by Subscriber,

such terms or benefits shall have been incorporated into this Subscription Agreement prior to the Closing (other than terms particular

to the legal or regulatory requirements of such Other Subscriber or its affiliates or related persons);

(iii) the Business

Combination Agreement (as in effect on the date of this Subscription Agreement) shall not have been amended, modified or waived in a

manner that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber (in its capacity as

a subscriber for the Subscribed Shares or Pre-Funded Warrants pursuant to this Subscription Agreement) would reasonably expect to receive

under this Subscription Agreement, without the prior written consent of Subscriber;

(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 Nasdaq and any stockholder approval required by

the rules and regulations of Nasdaq) or other person in connection with the execution, delivery and performance of this Subscription

Agreement (including, without limitation, the issuance of the Subscribed Shares and the Pre-Funded Warrants, if any) required to be made

in connection with the issuance and sale of the Subscribed Shares and the Pre-Funded Warrants, if any, shall have been obtained or made,

except where the failure to so obtain or make would not reasonably be expected to prevent or materially impair the consummation of the

Closing, including the issuance and sale of the Subscribed Shares and Pre-Funded Warrants, if any, to the Subscriber;

(v)

the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions

required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the

failure of such performance, satisfaction or compliance would not, or would not reasonably be likely to, prevent, materially delay, or

materially impact the ability of the Subscriber to consummate the Closing; and

(vi)

there has not occurred any Material Adverse Effect or Parent Material Adverse Effect (each as defined in the Business Combination

Agreement) since the date of this Subscription Agreement that is continuing.

(g)

Prior to or at the Closing, Subscriber shall deliver or cause to be delivered to the Company all such other information as

is reasonably requested and necessary in order for the Company to issue the Subscribed Shares and the Pre-Funded Warrants, if any, to

Subscriber.

(h)

Notwithstanding anything to the contrary contained in this Subscription Agreement, if, following the filing or issuance of

the Disclosure Document (as defined below) pursuant to Section 10(w) hereof, Subscriber acquires ownership of the Company’s Class

A ordinary shares (“Class A Ordinary Shares”) in the open market or in privately negotiated transactions with

third parties (along with any related rights to redeem or convert such Class A Ordinary Shares in connection with any redemption conducted

by the Company in accordance with the Company’s Amended and Restated Memorandum and Articles of Association in conjunction with

the Closing (the “Redemption”)) prior to the extraordinary general meeting to approve the Transactions and Subscriber

does not redeem or convert such Class A Ordinary Shares in connection with the Redemption (including revoking or reversing any previously

submitted redemption demand or conversion elections made with respect to such Class A Ordinary Shares) (any such Class A Ordinary Shares,

“Non-Redeemed Shares”), and Subscriber notifies the Company in writing at least five (5) Business Days prior

to the anticipated Closing Date that it wishes to apply a specified number of such Non-Redeemed Shares to reduce the number of Subscribed

Shares it is required to purchase hereunder (such number of Non-Redeemed Shares, the “Reduction Shares”), the

number of Subscribed Shares for which Subscriber is obligated and has the right to purchase under this Subscription Agreement will be

reduced by the number of Reduction Shares, and the portion of the Purchase Price payable for the Subscribed Shares shall accordingly be

reduced by an amount equal to the product of the number of Reduction Shares and the Redemption Price; for clarity, any Pre-Funded Warrants

elected by Subscriber shall remain subject to the Purchase Price applicable to such Pre-Funded Warrants; provided, that (i) promptly upon

the Company’s request, Subscriber shall provide the Company with documentary evidence reasonably requested by the Company to evidence

such Reduction Shares, (ii) Subscriber agrees that with respect to any such Reduction Shares, it will (A) not sell or otherwise transfer

such Reduction Shares prior to the consummation of the Transactions and (B) to the extent it has the right to have any of its Reduction

Shares redeemed for cash in connection with the consummation of the Transactions, not exercise any such redemption rights and (iii) the

Company may reject any notice delivered pursuant to this Section 2(h) solely to the extent that the application of the Reduction Shares

would cause a failure of any minimum cash or minimum proceeds condition set forth in the Business Combination Agreement, in which case

the Company shall so notify Subscriber in writing within two (2) Business Days of receipt of Subscriber’s notice, specifying the basis

for such rejection, and Subscriber shall remain obligated to purchase the number of Subscribed Shares necessary to satisfy such condition

to the extent attributable to such Subscriber’s commitment hereunder; provided, further, that the Company shall exercise its discretion

under this clause (iii) in a manner that does not favor or disfavor any Subscriber and, if the Company determines that not all Reduction

Shares requested in timely and otherwise valid notices under this Section 2(h) may be applied without causing such a failure, the number

of Reduction Shares permitted to be applied by each such Subscriber shall be reduced pro rata in proportion to the number of Reduction

Shares requested by that Subscriber relative to the total number of Reduction Shares requested in all such notices.

Company Representations and Warranties. The Company

represents and warrants to Subscriber and the Placement Agents that:

(a)

The Company (i) is duly incorporated, validly existing as a company and in good standing under the laws of its jurisdiction

of incorporation, (ii) has the requisite power and authority to own, lease and operate its properties, to carry on its business as it

is now being conducted and to enter into, deliver and perform its obligations under this Subscription Agreement, the Other Subscription

Agreements, the Pre-Funded Warrants and the Business Combination Agreement (collectively, the “Transaction Documents”), and

(iii) is duly licensed or qualified to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction

(other than its jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties or assets requires

such license or qualification, except, with respect to the foregoing clause (iii), where the failure to be in good standing would not

reasonably be expected to have a 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 and its subsidiaries,

taken together as a whole (on a consolidated basis), that, individually or in the aggregate, would reasonably be expected to have a material

adverse effect on (i) the business, financial condition, or results of operations of the Company, (ii) the Company’s ability to

consummate the transactions contemplated hereby, including the issuance and sale of the Subscribed Shares and Pre-Funded Warrants, or

(iii) the Company’s ability to consummate the Transactions.

(b)

As of the Closing Date, (i) the Subscribed Shares, if any, and (ii) the Pre-Funded Warrants, if any, will be duly authorized

and, when issued and delivered to Subscriber against payment therefor in accordance with the terms of this Subscription Agreement, will

be validly issued, fully paid and non-assessable (in the case of the Subscribed Shares) or duly and validly authorized and binding obligations

of the Company (in the case of the Pre-Funded Warrants), in each case free and clear of all liens or other restrictions (other than those

arising under this Subscription Agreement or applicable federal and state securities laws) and will not have been issued in violation

of or subject to any preemptive or similar rights created under the Company’s organizational documents (as adopted on or prior to

the Closing Date) or the laws of its jurisdiction of incorporation. The Pre-Funded Warrant Shares have been duly and validly authorized

and reserved for issuance and, upon issuance pursuant to the terms of the Pre-Funded Warrants against full payment therefor in accordance

with the terms of the Pre-Funded Warrants, will be duly and validly issued, fully paid and non-assessable and will be issued free and

clear of all liens or other restrictions (other than those arising under this Subscription Agreement or applicable federal and state securities

laws), and the holder of the Pre-Funded Warrant Shares shall be entitled to all rights accorded to a holder of Common Stock. The issuance

of the Pre-Funded Warrants does not, and the exercise in full of the Pre-Funded Warrants and the issuance and delivery of the Pre-Funded

Warrant Shares thereupon will not, (a) obligate the Company to offer to issue, or issue, shares of Common Stock or other securities to

any person (other than Subscriber) pursuant to any preemptive rights, rights of first refusal, rights of participation or similar rights

or (b) result in any adjustment (automatic, at the election of any person or otherwise) of the exercise, conversion, exchange or reset

price under, or any other anti-dilution adjustment pursuant to, any outstanding securities of the Company.

(c)

Each of the Transaction Documents has been duly authorized, executed and delivered by the Company, and, assuming the due authorization,

execution and delivery of the same by the applicable counterparties, each Transaction Document shall constitute the valid and legally

binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be

limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the rights of creditors

generally and by the availability of equitable remedies.

(d)

The execution and delivery of the Transaction Documents, the performance by the Company of its obligations under this Subscription

Agreement, the issuance and sale of the Subscribed Shares, if any, the issuance and sale of the Pre-Funded Warrants, if any, the issuance

and delivery of the Pre-Funded Warrant Shares upon exercise in full of the Pre-Funded Warrants, if any, and the compliance by the Company

with all of the provisions of this Subscription Agreement, the Pre-Funded Warrants 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 the Company pursuant

to the terms of (i) 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) the organizational

documents of the Company, or (iii) assuming the accuracy of the representations and warranties of Subscriber in Section 4, any statute

or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over

the Company or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a Company Material

Adverse Effect or materially affect the validity or enforceability of the Subscribed Shares, the Pre-Funded Warrants, the Pre-Funded Warrant

Shares, or the ability or legal authority of the Company to comply in all material respects with this Subscription Agreement and the Pre-Funded

Warrants (if any).

(e)

Assuming the accuracy of the representations and warranties of Subscriber in Section 4, the Company 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 federal,

state, local or other governmental authority, self-regulatory organization (including Nasdaq) or other person in connection with the execution,

delivery and performance by the Company of this Subscription Agreement (including, without limitation, the issuance of the Subscribed

Shares or the Pre-Funded Warrants), other than (i) filings required by applicable federal and state securities laws, (ii) the filing of

the Registration Statement (as defined below) with the Commission pursuant to Section 5 below, (iii) those required by Nasdaq, including

with respect to obtaining shareholder approval, (iv) those required to consummate the Transactions as provided under the Business Combination

Agreement, (v) the filing of notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, if applicable, in connection

with the Transactions, and (vi) those of which the failure to obtain would not reasonably be expected to have, individually or in the

aggregate, a Company Material Adverse Effect.

(f) Except for such

matters as have not had or would not be reasonably expected to have a Company Material Adverse Effect, there is no (i) suit, action,

claim or other proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Company,

threatened in writing against the Company or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator

outstanding against the Company.

(g)

Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4 of this Subscription Agreement,

no registration under the Securities Act is required for the offer and sale of the Subscribed Shares or the Pre-Funded Warrants by the

Company to Subscriber, and, assuming the continued accuracy of such representations and warranties at the time of exercise, no registration

under the Securities Act is required for the issuance of the Pre-Funded Warrant Shares upon exercise of the Pre-Funded Warrants.

(h)

Neither the Company 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 under the Securities Act) in connection with any offer or sale of the Subscribed Shares

or Pre-Funded Warrants. The Subscribed Shares and Pre-Funded Warrants 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 the Company nor any person acting on its

behalf has, directly or indirectly, at any time within the past six months, 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 Section

4(a)(2) under the Securities Act in connection with the offer and sale by the Company of the Subscribed Shares and Pre-Funded Warrants

as contemplated hereby or (ii) cause the offering of the Subscribed Shares and Pre-Funded Warrants pursuant to this Subscription Agreement

to be integrated with prior offerings by the Company for purposes of the Securities Act. Neither the Company nor any person acting on

its behalf (other than the Placement Agents and any persons acting on their behalf in such capacity, as to whom the Company 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 Shares or the Pre-Funded Warrants, as contemplated hereby, to the registration

provisions of the Securities Act.

(i) Except for Leerink

Partners LLC, Evercore Group L.L.C., Guggenheim Securities, LLC, Cantor Fitzgerald & Co., LifeSci Capital LLC, and any additional

placement agents engaged by the Company or Corxel (collectively, the “Placement Agents”), no broker or finder is entitled

to any brokerage or finder’s fee or commission solely in connection with the sale of the Subscribed Shares or Pre-Funded Warrants

to Subscriber. The Company is solely responsible for the payment of any fees, costs, expenses and commissions of the Placement Agents.

(j) (i) As of their

respective dates, or if amended prior to the date of this Subscription Agreement, as of the date of such amendment, which shall be deemed

to supersede such original filing, each report, form, statement, schedule, prospectus, proxy, registration statement and other document

required to be filed by the Company with the Commission (such reports, the “SEC Reports”) complied in all material

respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), and the rules and regulations of the Commission promulgated thereunder as in effect as of the time of filing; (ii)

none of the SEC Reports, when filed, or if amended prior to the date of this Subscription Agreement, as of the date of such amendment,

which shall be deemed to supersede such original filing, contained any untrue statement of a material fact or omitted to state a material

fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which

they were made, not misleading; (iii) the financial statements of the Company included in the SEC Reports, when filed, or, if amended,

as of the date of such amendment, which shall be deemed to supersede such original filing, complied in all material respects with applicable

accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing and fairly

presented in all material respects the financial position of the Company as of and for the dates thereof and the results of operations

and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments; (iv) the

Company has filed each report, statement, schedule, prospectus, and registration statement that the Company was required to file with

the Commission since its initial registration of securities with the Commission through the date of this Subscription Agreement; and

(v) there are no outstanding or unresolved comments in comment letters received by the Company from the staff of the Division of Corporation

Finance of the Commission with respect to any of the SEC Reports. A copy of each SEC Report is available to Subscriber via the Commission’s

EDGAR system.

(k)

As of the date of this Subscription Agreement, the authorized capital stock of the Company consists of 1,000,000 preference

shares (“Cayman Preferred Shares”), 200,000,000 Class A ordinary shares (“Cayman Class A Shares”),

and 20,000,000 Class B ordinary shares (the “Cayman Class B Shares”), each par value $0.0001 per share. As of

the date of this Subscription Agreement, (i) no Cayman Preferred Shares are issued and outstanding, (ii) 7,800,000 Cayman Class A Shares

are issued and outstanding, and (iii) 1,875,000 Cayman Class B Shares are issued and outstanding (the securities described in clauses

(i), (ii) and (iii) collectively, the “Company Securities”). The foregoing represents all of the issued and

outstanding Company Securities as of the date of this Subscription Agreement. All issued and outstanding Company Securities (i) have been

duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable

law, including federal and state securities laws, and all requirements set forth in (1) the Company’s Amended and Restated Memorandum

and Articles of Association, as amended from time to time (the “Company Constitutional Documents”), and (2)

any other applicable contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation

of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision

of any applicable law, the Company Constitutional Documents or any contract to which the Company is a party or otherwise bound. Except

as set forth above and pursuant to the Other Subscription Agreements, the Business Combination Agreement and the other agreements and

arrangements referred to therein, as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for,

purchase or acquire from the Company any Company Securities or other equity interests in the Company or securities convertible into or

exchangeable or exercisable for such equity interests. As of the date hereof, the Company has no subsidiaries, other than the subsidiaries

formed to consummate the Transactions, and does not own, directly or indirectly, interests or investments (whether equity or debt) in

any person, whether incorporated or unincorporated. There are no stockholder 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 securities of the Company, other than as contemplated

by or otherwise disclosed under the Business Combination Agreement and the other agreements and arrangements referred to therein.

(l)

There are no securities issued by or to which the Company is a party containing anti-dilution or similar provisions that will

be triggered by the issuance of the Subscribed Shares or the Common Stock to be issued pursuant to the Other Subscription Agreements,

the issuance of the Pre-Funded Warrants, the issuance of the Pre-Funded Warrant Shares upon exercise of the Pre-Funded Warrants, or securities

to be issued pursuant to the Business Combination Agreement, in each case, that have not been or will not be validly waived on or prior

to the Closing Date.

(m) The Company is in

compliance with all applicable laws and has not received any written communication from a governmental entity that alleges that the Company

is not in compliance with or is in default or violation of any applicable law or regulation, except where such non-compliance, default

or violation would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(n)

The Company and its affiliates have not entered into any side letter or similar agreement or understanding (written or oral)

with any Other Subscriber relating to or modifying such Other Subscriber’s Other Subscription Agreement, or otherwise entered into

in connection with the Transactions or such Other Subscriber’s purchase of securities pursuant thereto, that provides such Other

Subscriber with terms or benefits more favorable than those provided to Subscriber under this Subscription Agreement, other than terms

that are offered to all subscribers (in their capacities as subscribers for the shares of the Company or the pre-funded warrants issued

by the Company pursuant to such other Subscription Agreements). The Other Subscription Agreements reflect (i) the same Per Share Price

and (ii) terms and benefits that are no more favorable to such Other Subscriber than the terms of this Subscription Agreement, other than

terms that are offered to all subscribers (in their capacities as subscribers for the shares of the Company or the pre-funded warrants

issued by the Company pursuant to such other Subscription Agreements).

(o)

The Company is not, and immediately after receipt of payment for the Subscribed Shares and Pre-Funded Warrants of the Company

and consummation of the Transactions, will not be, required to be registered as an “investment company” within the meaning

of the Investment Company Act of 1940, as amended.

(p)

The issued and outstanding Cayman Class A Shares of the Company are registered pursuant to Section 12(b) of the Exchange Act,

and are listed for trading on Nasdaq. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Company,

threatened against the Company by Nasdaq or the Commission to prohibit or terminate the listing of the Cayman Class A Shares or, when

registered and issued in connection with the Domestication, the Common Stock, or to deregister the Cayman Class A Shares of the Company

under the Exchange Act. The Company has taken no action that is designed to terminate the registration of the Cayman Class A Shares under

the Exchange Act other than in connection with the Domestication and subsequent registration under the Exchange Act of the Common Stock.

Upon the consummation of the Transactions, the issued and outstanding Common Stock will be registered pursuant to Section 12(b) of the

Exchange Act and listed for trading on Nasdaq, subject only to official notice thereof.

(q)

The Company acknowledges that there have been no, and in issuing the Subscribed Shares and Pre-Funded Warrants the Company

is not relying on any, representations, warranties, covenants and agreements made to the Company by Subscriber, any of its officers, directors,

trustees, investment adviser or representatives or any other person or entity, expressly or by implication, other than those representations,

warranties, covenants and agreements expressly stated in this Subscription Agreement.

(r) There has been no

action taken by the Company, or, to the knowledge of the Company, any officer, director, equityholder, manager, employee, agent or representative

of the Company, in each case, acting on behalf of the Company, in violation of any applicable Anti-Corruption Laws (as herein defined).

The Company has not (i) been convicted of violating any Anti-Corruption Laws or subjected to any investigation by a governmental authority

for violation of any applicable Anti-Corruption Laws, (ii) conducted or initiated any internal investigation or made a voluntary, directed,

or involuntary disclosure to any governmental authority regarding any alleged act or omission arising under or relating to any noncompliance

with any Anti-Corruption Laws or (iii) received any written notice or citation from a governmental authority for any actual or potential

noncompliance with any applicable Anti-Corruption Laws. As used herein, “Anti-Corruption Laws” means any applicable

laws relating to corruption and bribery, including the U.S. Foreign Corrupt Practices Act of 1977 (as amended), the UK Bribery Act 2010,

and any similar law that prohibits bribery or corruption.

(s)

The Company and its representatives currently and for the five years prior to the date hereof have been in compliance with

Anti-Corruption Laws and applicable laws related to (i) export controls, including the U.S. Export Administration Regulations, 15 C.F.R.

§§ 730, et seq., and any other equivalent or comparable Laws of other countries (collectively, “Export Control Laws”),

(ii) anti-money laundering, including the Money Laundering Control Act of 1986, 18 U.S.C. §§ 1956, 1957, and any other equivalent

or comparable Laws of other countries (collectively, “Anti-Money Laundering Laws”), (iii) anti-boycott regulations,

as administered by the U.S. Department of Commerce, and (iv) importation of goods, including Laws administered by the U.S. Customs and

Border Protection, Title 19 of the U.S.C. and C.F.R., and any other equivalent or comparable Laws of other countries (collectively, “International

Trade Control Laws”).

(t) Neither the Company

nor its subsidiaries nor any of their respective directors, officers or employees, nor, to the knowledge of the Company, any agent or

representative of the Company (acting on behalf of the Company), is or is acting under the direction of, on behalf of or for the benefit

of a person that is (i) the subject or target of economic or financial sanctions, trade embargoes or restrictions administered, enacted

or enforced by any governmental authority (collectively, “Sanctions”); (ii) designated on any Sanctions or

similar lists administered by a governmental authority, including the U.S. Department of the Treasury’s Specially Designated Nationals

List, the U.S. Department of Commerce’s Denied Persons List and Entity List, the U.S. Department of State’s Debarred List,

HM Treasury’s Consolidated List of Financial Sanctions Targets and the Investment Bank List, or any similar list enforced by any

other relevant governmental authority, as amended from time to time, or any person owned or controlled by any of the foregoing (collectively,

“Prohibited Party”); (iii) located, organized or resident in a country or territory that is, or whose government

is, the subject or target of comprehensive Sanctions, including, as of the date of this Subscription Agreement, Crimea, the so-called

Donetsk People’s Republic or Luhansk People’s Republic regions of Ukraine, Cuba, Iran, North Korea, and Syria (prior to July

1, 2025); or (iv) an officer or employee of any governmental authority or public international organization, or an officer of a political

party or candidate for political office. Neither the Company nor, to the knowledge of the Company, any representative of the Company

(acting on behalf of the Company), (A) has participated in any transaction involving a Prohibited Party, or a person who is the target

of any Sanctions, or any country or territory that was during such period or is, or whose government was during such period or is, the

target of comprehensive Sanctions, (B) to the knowledge of the Company, has exported (including deemed exportation) or re-exported, directly

or indirectly, any commodity, software, technology, or services in violation of any Export Control Laws, or (C) has participated in any

transaction in violation of or connected with any purpose prohibited by Anti-Corruption Laws or any International Trade Control Laws,

including support for international terrorism and nuclear, chemical, or biological weapons proliferation.

(u)

Neither the Company nor any of its subsidiaries has and, to its knowledge, no one acting on its or their behalf has (i) taken,

directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of

the Company to facilitate the sale or resale of any of the Subscribed Shares or Pre-Funded Warrants, (ii) sold, bid for, purchased, or

paid any compensation for soliciting purchases of, any of the Subscribed Shares or Pre-Funded Warrants, or (iii) paid or agreed to pay

to any person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clause

(i), stabilizing transactions by the underwriters of the Company’s initial public offering, and, in the case of clauses (ii) and

(iii), compensation paid to the Placement Agents in connection with the placement of the Subscribed Shares, the Pre-Funded Warrants and

the deferred underwriting commissions Leerink Partners LLC will receive in connection with the Company’s IPO.

(v)

The Company is not, and has not been during the applicable period specified in Section 897(c)(1)(A)(ii) of the Internal Revenue

Code of 1986, as amended (the “Code”), a “United States real property holding corporation”

within the meaning of Section 897(c)(2) of the Code.

(w)

Except for such matters as have not had and would not be reasonably expected to have, individually or in the aggregate, a Company

Material Adverse Effect, as of the date hereof, there is no (i) action, suit, claim or other proceeding, in each case by or before any

governmental authority pending, or, to the knowledge of the Company, threatened in writing against the Company or (ii) judgment, decree,

injunction, ruling or order of any court, governmental authority or arbitrator outstanding against the Company.

(x)

When the Subscribed Shares and Pre-Funded Warrants are issued pursuant to this Subscription Agreement, and any Pre-Funded Warrant

Shares are issued upon exercise of the Pre-Funded Warrants, the Common Stock will be eligible for clearing through The Depository Trust

Company (the “DTC”) through its Deposit/Withdrawal At Custodian (DWAC) system, and the Company will be eligible and participating

in the Direct Registration System (DRS) of DTC with respect to the Common Stock. The Company’s transfer agent will be a participant

in DTC’s Fast Automated Securities Transfer Program.

(y)

Pursuant to 31 CFR part 850, which implements Executive Order 14105 of August 9, 2023, “Addressing United States Investments

in Certain National Security Technologies and Products in Countries of Concern,” and is administered by the Office of Investment

Security, U.S. Department of the Treasury, the Company represents and warrants that it is not: (i) a “covered foreign person”

within the meaning of 31 CFR § 850.209; or (ii) engaging in, or planning to engage in, a “covered activity” within the

meaning of 31 CFR § 850.208.

Subscriber Representations and Warranties. Subscriber

represents and warrants to the Company and the Placement Agents, as of the date hereof and as of the Closing Date, that:

(a)

Subscriber (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation

or organization and (ii) has the requisite power and authority to enter into, deliver and perform its obligations under this Subscription

Agreement.

(b)

This Subscription Agreement has been duly authorized, executed and delivered by Subscriber, and assuming the due authorization,

execution and delivery of the same by the Company, this Subscription Agreement shall constitute the valid and legally binding obligation

of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by bankruptcy,

insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the rights of creditors generally and by the

availability of equitable remedies.

(c)

The execution, delivery and performance by Subscriber of this Subscription Agreement, the purchase of the Subscribed Shares

and any Pre-Funded Warrants and Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants), 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) the organizational documents of Subscriber; or (iii) any

statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having 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 would reasonably be expected to have

a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the purchase of

the Subscribed Shares and Pre-Funded Warrants and Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants), as applicable.

(d)

Subscriber (i) is (a) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (b)

an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities

Act) or (c) an “accredited investor” (within the meaning of Rule 501(a)(5) or (6) of Regulation D under the Securities Act),

satisfying the applicable requirements set forth on Annex A, (ii) is acquiring the Subscribed Shares, Pre-Funded Warrants and Pre-Funded

Warrant Shares (upon exercise of Pre-Funded Warrants), as applicable, only for its own account and not for the account of others, or if

Subscriber is subscribing for the Subscribed Shares, Pre-Funded Warrants and Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants),

as applicable, as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer,

an institutional accredited investor, or an “accredited investor” (within the meaning of Rule 501(a)(5) or (6) of Regulation

D under the Securities Act) satisfying the requirements set forth on Annex A and Subscriber has full investment discretion with respect

to each such account, and the full power and authority to make the acknowledgments, representations and agreements herein on behalf of

each owner of each such account, (iii) is not acquiring the Subscribed Shares, Pre-Funded Warrants and Pre-Funded Warrant Shares (upon

exercise of Pre-Funded Warrants), as applicable, with a view to, or for offer or sale in connection with, any distribution thereof in

violation of the Securities Act (and has provided the Company with the requested information on Annex A following the signature page hereto),

(iv) is an “institutional account” as defined by FINRA Rule 4512(c) and (v) is an “institutional investor” as

defined in FINRA Rule 2111, to the extent applicable. Subscriber is not an entity formed for the specific purpose of acquiring the Subscribed

Shares, Pre-Funded Warrants and Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants), as applicable, unless such newly formed

entity is an entity in which all of the equity owners are accredited investors. Subscriber is aware that the Company is not relying specifically

on the safe harbor from the registration requirements of the Securities Act provided by Regulation D under the Securities Act, and the

Company will not file a Form D under the Securities Act with respect to the offer and sale of the Subscribed Shares, Pre-Funded Warrants

and Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants), as applicable. Subscriber acknowledges that the sale of the Subscribed

Shares, Pre-Funded Warrants and Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants), as applicable, to Subscriber is intended

to be made in reliance on the exemption from filing under FINRA Rule 5123(b)(1).

(e)

Subscriber acknowledges and agrees that (A) the Subscribed Shares and, if applicable, the Pre-Funded Warrants are being offered

in a transaction not involving any public offering within the meaning of the Securities Act, that (B) the offer and sale of the Subscribed

Shares and, if applicable, the Pre-Funded Warrants and Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants) have not been

registered under the Securities Act and that the Company is not required to register the offer and sale of the Subscribed Shares, the

Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants) except as set forth in Section 5 of this Subscription

Agreement. Subscriber acknowledges and agrees that the Subscribed Shares and, if applicable, the Pre-Funded Warrants or Pre-Funded Warrant

Shares (upon exercise of Pre-Funded Warrants) will be “restricted securities” within the meaning of the Securities Act and

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 the Company or a subsidiary thereof, or (ii) pursuant to an applicable exemption from the registration

requirements of the Securities Act, and, in each of the cases (i) and (ii), in accordance with any applicable securities laws of the applicable

states and other jurisdictions of the United States, and that any certificates or book-entry statements or instruments representing the

Subscribed Shares, the Pre-Funded Warrants (as applicable) or Pre-Funded Warrant Shares (upon exercise of any Pre-Funded Warrants) shall

contain the restrictive legend set forth in Section 4(u). Subscriber acknowledges and agrees that the Subscribed Shares and if applicable,

the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants) will be subject to these securities law transfer

restrictions, and as a result of these transfer restrictions, Subscriber may not be able to readily resell, transfer, offer, pledge or

otherwise dispose of the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants)

and may be required to bear the financial risk of an investment in the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant

Shares (upon exercise of Pre-Funded Warrants) for an indefinite period of time. Subscriber acknowledges and agrees that the Subscribed

Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants) will not be eligible for offer,

resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”),

absent a change in law, receipt of regulatory no-action relief or an exemption, until at least one year from the Closing Date. Subscriber

acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge or other

disposition of any of the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants).

(f) Subscriber understands

and agrees that Subscriber is purchasing the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise

of Pre-Funded Warrants) directly from the Company. Subscriber further acknowledges that there have not been, and Subscriber hereby agrees

that it is not relying on, any representations, warranties, covenants or agreements made to Subscriber by the Company, Corxel, the Placement

Agents, any of their respective affiliates or control persons, officers, directors, employees, partners, agents or 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 expressly set forth in this Subscription Agreement, provided that nothing herein shall limit

any claim for fraud or intentional misrepresentation. Subscriber acknowledges that certain information provided to the Subscriber by

the Company on behalf of, and regarding, Corxel was based on projections prepared by Corxel, and such projections were prepared based

on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive

risks and uncertainties that could cause actual results to differ materially from those contained in the projections. Subscriber further

acknowledges that certain financial information (whether historical, audited, unaudited or otherwise, or in the form of projections)

was prepared without the participation of the Placement Agents and that the Placement Agents do not assume responsibility for independent

verification of, or the accuracy or completeness of, such information or projections. Subscriber further acknowledges that no disclosure

or offering document has been prepared or reviewed by the Placement Agents or any of their respective affiliates in connection with the

offer and sale of the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants),

and the Placement Agents and their respective affiliates and any control persons, officers, directors, employees, partners, agents or

representatives of the Placement Agents and their respective affiliates have made no independent investigation with respect to the Company,

Merger Sub, Corxel, the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants),

the Subscription or the Transactions or the accuracy, completeness or adequacy of any information supplied to the Placement Agents by

the Company, Merger Sub or Corxel. Subscriber acknowledges that in connection with the issuance and sale of the Subscribed Shares or

the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants), no Placement Agent has acted as a financial

advisor or fiduciary to any Subscriber. None of the Placement Agents or any of their respective directors, officers, employees, partners,

agents, representatives or controlling persons has made any independent investigation with respect to the Company, Corxel, Merger Sub,

the Subscribed Shares or the Pre-Funded Warrants or the completeness or accuracy of any information provided to the Subscriber. Subscriber

acknowledges that it has not relied on the Placement Agents in connection with its determination as to the legality of its acquisition

of the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants) or as to the

other matters referred to herein. Subscriber agrees that none of the Placement Agents, nor any of their respective affiliates or any

of their or their respective affiliates’ control persons, officers, directors or employees, shall be liable to the Subscriber pursuant

to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with

the purchase of the Subscribed Shares, the purchase of the Pre-Funded Warrants or the receipt of Pre-Funded Warrant Shares upon exercise

of the Pre-Funded Warrants, except to the extent resulting from such person’s fraud, willful misconduct or gross negligence, as

finally determined by a court of competent jurisdiction. Subscriber further acknowledges that Subscriber has not relied upon the Placement

Agents in connection with Subscriber’s due diligence review of the offering of the Subscribed Shares or the Pre-Funded Warrants

or Pre-Funded Warrant Shares (upon exercise of the Pre-Funded Warrants) and of the Company, Corxel and Merger Sub. In making its decision

to purchase the Subscribed Shares, or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants), Subscriber

has relied upon its independent investigation and the express representations, warranties, covenants and agreements of the Company contained

in this Subscription Agreement, without limiting any claim for fraud or intentional misrepresentation. Subscriber acknowledges and agrees

that Subscriber has received or had access to, and had an adequate opportunity to review, such information as Subscriber deems necessary

in order to make an investment decision with respect to the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares

(upon exercise of Pre-Funded Warrants), including with respect to the Company and the Transactions (including Corxel and its subsidiaries

(collectively, the “Acquired Companies”)), and made its own assessment and is satisfied concerning the relevant

financial, tax, and other economic considerations relevant to Subscriber’s investment in the Subscribed Shares or the Pre-Funded

Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants). Subscriber represents and agrees that Subscriber and Subscriber’s

professional advisor(s), if any, have had the opportunity to ask such questions, receive such answers and obtain such information as

Subscriber and Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect

to the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants). Without limiting

the generality of the foregoing, Subscriber acknowledges that it has had an opportunity to review the Company’s SEC Reports. Subscriber

acknowledges and agrees that the Placement Agents and any of their respective affiliates (i) have not provided Subscriber with any information

or advice with respect to the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded

Warrants) nor is such information or advice necessary or desired; (ii) have not made and will not make any representation, whether express

or implied, of any kind or character and have not provided any advice or recommendation in connection with the Subscription, the Transactions,

the Company, the Acquired Companies, the quality or value of the Subscribed Shares, or the Pre-Funded Warrants or Pre-Funded Warrant

Shares (upon exercise of Pre-Funded Warrants) any of the documents furnished pursuant therewith, or the execution, legality, validity

or enforceability (with respect to any person) of any thereof, or the business, condition (financial and otherwise), management, operations,

properties or prospects of, or any other matter concerning, the Company, Corxel, Merger Sub, the Subscription or the Transactions; (iii)

may have acquired non-public information with respect to the Company or the Acquired Companies which Subscriber acknowledges may not

have been provided to it, subject to applicable law and without limiting any claim for fraud or intentional misrepresentation; and (iv)

may have existing or future business relationships with the Company, Corxel and Merger Sub (including, but not limited to, lending, depository,

risk management, advisory and banking relationships) and will pursue actions and take steps that it deems or they deem necessary or appropriate

to protect its or their interests arising therefrom. The Subscriber further acknowledges and agrees that the Company’s affiliates

and/or Placement Agents and/or their respective affiliates may now or in the future own securities of the Company and may purchase securities

in connection with the Transactions.

(g)

Subscriber became aware of this offering of the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon

exercise of Pre-Funded Warrants) solely by means of direct contact between Subscriber and the Company and/or Corxel, or their respective

representatives or affiliates, or by means of contact from the Placement Agents, and the Subscribed Shares or the Pre-Funded Warrants

or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants) were offered to Subscriber solely by direct contact between Subscriber

and the Company and/or Corxel, or their respective affiliates, or between Subscriber and the Placement Agents. Subscriber did not become

aware of this offering of the Subscribed Shares, or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded

Warrants) nor were the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants)

offered to Subscriber, by any other means. Subscriber acknowledges that the Company represents and warrants that the Subscribed Shares

or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants) (i) were not offered by any form of general

advertising or, to the Subscriber’s knowledge, general solicitation, including methods described in section 502(c) of Regulation

D 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.

(h)

Subscriber acknowledges and agrees that (a) it has been informed that, in connection with the Transactions, (i) each of Leerink

Partners LLC, Evercore Group L.L.C., Guggenheim Securities, LLC, Cantor Fitzgerald & Co., and LifeSci Capital LLC is acting as a Placement

Agent in connection with the Subscription, (ii) one or more of the Placement Agents and/or their respective affiliates may have existing

or future business relationships with the Company or Corxel (including, but not limited to, lending, depository, risk management, advisory

and banking relationships), and may now or in the future own securities of the Company and may purchase securities in connection with

the Transactions and (iii) any additional placement agents engaged by the Company or Corxel in connection with the Subscription may act

as placement agents or advisors to the Company or Corxel after the date of this Subscription Agreement, (b) the Placement Agents are not

acting as an underwriter or in any other capacity in connection with the Subscription and (c) Leerink Partners LLC will receive deferred

underwriting commissions in connection with the Company’s IPO (as defined below). Subscriber waives and releases any claim, other

than any claims arising from fraud, willful misconduct or gross negligence, that it or its affiliates may have against any Placement Agent

and its affiliates and any control persons, officers, directors, employees, partners, agents or representatives of that Placement Agent

and its affiliates with respect to any actual or perceived conflict of interest that may arise from such Placement Agent’s engagements

as indicated in the immediately preceding sentence, in the context of such Placement Agent’s engagement by the Company as its placement

agent or lead capital markets advisor in connection with the Subscription. The Company is solely responsible for paying any fees or other

commission owed to the Placement Agents in connection with the Subscription or the Transactions.

(i) Subscriber acknowledges

that (i) the Company, Corxel, the Placement Agents and their respective representatives may possess or hereafter come into possession

of information regarding the Company or Corxel that is material and non-public and that is not known to Subscriber (“Excluded

Information”), (ii) Subscriber has determined to enter into this Subscription Agreement and to purchase the Subscribed

Shares notwithstanding its lack of knowledge of the Excluded Information, and (iii) none of the Company, Corxel or the Placement Agents

shall have any liability to Subscriber, and Subscriber hereby waives and releases, to the maximum extent permitted by law, any claim

it may have against the Company, Corxel or the Placement Agents, with respect to the nondisclosure of the Excluded Information; provided

that nothing in this Section 4(i) shall waive or limit any claim arising from fraud, intentional misrepresentation, a breach of any express

representation, warranty, covenant or agreement in this Subscription Agreement, or a violation of applicable securities laws, or relieve

any person of a disclosure obligation imposed by applicable law.

(j) Subscriber acknowledges

that it is aware that there are substantial risks incident to the purchase and ownership of the Subscribed Shares or the Pre-Funded Warrants

or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants), including those set forth in the SEC Reports. Subscriber has such

knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the

Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants), and Subscriber has

had an opportunity to seek, and has sought to the extent Subscriber deemed appropriate, such accounting, legal, business and tax advice

as Subscriber has considered necessary to make an informed investment decision. Subscriber is an institutional account as defined in

FINRA Rule 4512(c), and/or is a sophisticated investor, experienced in investing in private equity 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. Subscriber has determined based on its own independent review and such professional advice as it deems appropriate that its

purchase of the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants) (A)

is fully consistent with its financial needs, objectives and condition, (B) complies and is fully consistent with all investment policies,

guidelines and other restrictions applicable to it, (C) has been duly authorized and approved by all necessary action on Subscriber’s

part and (D) is a fit, proper and suitable investment for Subscriber, notwithstanding the substantial risks inherent in investing in

or holding the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants). Subscriber

understands and acknowledges that it has been informed that the purchase and sale of the Subscribed Shares or the Pre-Funded Warrants

or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants) hereunder meets the institutional customer exemption under FINRA

Rule 2111(b).

(k)

Alone, or together with any professional advisor(s), Subscriber has adequately analyzed and fully considered the risks of an

investment in the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants) and

determined that the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants) are

a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk

of a total loss of Subscriber’s investment in the Company. Subscriber acknowledges specifically that a possibility of total loss

of its investment exists. Subscriber will not look to the Placement Agents for all or part of any such loss or losses that Subscriber

may suffer, is able to sustain a complete loss on its investment in the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant

Shares (upon exercise of Pre-Funded Warrants understands that liquidity may be limited until the Subscribed Shares or the Pre-Funded Warrant

Shares (upon exercise of Pre-Funded Warrants) may be lawfully resold, subject to the Company’s obligations under Section 5.

(l) Subscriber acknowledges

that Subscriber shall be responsible for any of Subscriber’s tax liabilities that may arise as a result of the transactions contemplated

by this Subscription Agreement, and that none of the Company, the Placement Agents, Corxel, or any of their respective agents or affiliates

has offered Subscriber any tax advice relating to Subscriber’s investment in the Subscribed Shares or the Pre-Funded Warrants or

Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants), or made any representations, warranties or guarantees, whether written

or oral, regarding the tax consequences of Subscriber’s investment in the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded

Warrant Shares (upon exercise of Pre-Funded Warrants).

(m)

Subscriber understands and agrees that no federal or state agency, securities commission or similar regulatory authority has

passed upon or endorsed the merits of the offering of the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon

exercise of Pre-Funded Warrants) or made any findings or determination as to the fairness of this investment.

(n)

Subscriber is not a Sanctioned Person (as defined below), and is not owned or controlled by or acting on behalf of a Sanctioned

Person (in connection with this Subscription Agreement). None of Subscriber’s officers, directors, managers, managing members, general

partners or any other person acting in a similar capacity on its behalf in connection with this Subscription Agreement is, a Sanctioned

Person (as defined below). For purposes of the foregoing representation, no limited partner of any discretionary investment fund that

is Subscriber or a direct or indirect shareholder of Subscriber shall be deemed to own Subscriber solely by reason of its limited partnership

interest, so long as such limited partner has no right to direct or control, and does not in fact direct or control, the investment or

other business decisions of Subscriber or such fund; provided that the foregoing shall not apply, and such limited partner shall be deemed

to own Subscriber, to the extent such limited partner, together with any other Sanctioned Persons and their respective affiliates, holds,

directly or indirectly, a 50% or greater interest in Subscriber or such fund, or otherwise would cause Subscriber or such fund to be treated

as a Sanctioned Person or blocked person under applicable Sanctions. Subscriber is not a non-U.S. shell bank and does not provide banking

services to a non-U.S. shell bank. Subscriber represents that, 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”), Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the

BSA/PATRIOT Act. Subscriber also represents that, to the extent required by applicable law, it maintains, either directly or through the

use of a third-party administrator, policies and procedures reasonably designed for the screening of any investors against Prohibited

Parties. Subscriber further represents and warrants that, to the extent required by applicable law, the Subscriber maintains policies

and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Subscribed Shares or the Pre-Funded

Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants) were legally derived. For purposes of this Subscription Agreement,

“Sanctioned Person” means at any time any person or entity that is: (i) the subject or target of Sanctions,

(ii) a Prohibited Party; or (iii) located, organized or resident in a country or territory that is, or whose government is, the subject

or target of comprehensive Sanctions, including, as of the date of this Subscription Agreement, Crimea, the so-called Donetsk People’s

Republic or Luhansk People’s Republic regions of Ukraine, Cuba, Iran, North Korea, and Syria (prior to July 1, 2025).

(o)

Subscriber, together with any of its affiliates holding the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant

Shares (upon exercise of Pre-Funded Warrants) or other securities of the Company, is not currently (and at all times through Closing will

refrain from being or becoming, as a result of arrangements entered into by Subscriber in connection with the Transactions) 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) acting

for the purpose of acquiring, holding, voting or disposing of equity securities of the Company or Corxel (within the meaning of Rule 13d-5(b)(1)

under the Exchange Act), other than a “group” consisting of Subscriber and any such affiliates and persons controlling Subscriber

and any such affiliates; provided that, for the avoidance of doubt, no “group” shall be deemed to exist for purposes of this

representation by virtue of any agreement or arrangement entered into in connection with the Transactions among Subscriber or any of its

affiliates, on the one hand, and Corxel or any direct or indirect parent entity or equityholder of Corxel, on the other hand, that is

contemplated by the Business Combination Agreement or the agreements referenced therein.

(p)

During the period commencing as of the time that Subscriber was first contacted by the Company, a Placement Agent or any other

person regarding the transactions contemplated by this Subscription Agreement and ending immediately prior to the execution of this Subscription

Agreement, Subscriber has not entered into any short sales (as defined in Rule 200 of Regulation SHO under the Exchange Act) with respect

to the securities of the Company. Notwithstanding the foregoing, in the case of a Subscriber that 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 representation set

forth in the first sentence of this subsection shall only apply with respect to the portion of the assets managed by the portfolio manager

that made the investment decision to purchase the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise

of Pre-Funded Warrants).

(q)

No foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign

state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Company as a result

of the purchase and sale of Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants)

by Subscriber hereunder such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31

C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Company at the Closing, in

each case solely as a result of the purchase by Subscriber of Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares

(upon exercise of Pre-Funded Warrants) hereunder.

(r) 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) neither the Company

nor any of its affiliates (the “Transaction Parties”) has been relied on as the Plan’s fiduciary, or

has been relied on by Subscriber for advice, with respect to its decision to acquire and hold the Subscribed Shares or the Pre-Funded

Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants), and none of the Transaction Parties shall at any time be

relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Subscribed Shares

or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants) and (ii) the acquisition and holding of

the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant Shares (upon exercise of Pre-Funded Warrants) will not result

in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code.

(s)

Subscriber at the Closing will have sufficient funds to pay the Purchase Price pursuant to Section 2.

(t) No broker or finder

has acted on behalf of Subscriber in connection with the sale of the Subscribed Shares or the Pre-Funded Warrants or Pre-Funded Warrant

Shares (upon exercise of Pre-Funded Warrants) pursuant to this Subscription Agreement in such a way as to create any liability on the

Company.

(u)

Subscriber acknowledges and agrees that the certificate or book entry position representing the Subscribed Shares, and any

instrument representing the Pre-Funded Warrants or book entry position representing the Pre-Funded Warrant Shares (upon exercise of any

Pre-Funded Warrants), will bear or reflect, as applicable, a legend substantially similar to the following:

“THIS SECURITY WAS ORIGINALLY ISSUED

IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY

MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THIS SECURITY

MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) PURSUANT TO ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE

SECURITIES ACT, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (III) TO THE COMPANY, IN EACH OF THE

CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE COMPANY MAY REQUIRE THE

DELIVERY OF A WRITTEN OPINION OF COUNSEL, CERTIFICATIONS AND/OR ANY OTHER INFORMATION IT REASONABLY REQUIRES TO CONFIRM THE SECURITIES

ACT EXEMPTION FOR SUCH TRANSACTION.”

Registration Rights.

(a)

The Company shall submit or file with the Commission (at the Company’s sole cost and expense) a registration statement

registering the resale of the Subscribed Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares (collectively, the “Registrable

Securities”) and naming the Subscriber as a selling stockholder thereunder (the “Registration Statement”)

no later than forty-five (45) calendar days after the Closing (such deadline the “Filing Deadline”), and the

Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after

the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the Commission

notifies the Company that it will “review” the Registration Statement) following the earlier of (A) the filing of the Registration

Statement and (B) the Filing Deadline, and (ii) the 7th Business Day after the date the Company is notified (orally or in writing,

whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further

review (such deadline the “Effectiveness Deadline”), provided, that if the Filing Deadline or Effectiveness

Deadline falls on Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline or Effectiveness Deadline,

as the case may be, shall be extended to the next business day on which the Commission is open for business, provided, further, however,

that the Company’s obligations to include Subscriber’s Registrable Securities in the Registration Statement are contingent

upon Subscriber furnishing to the Company a completed questionnaire in customary form that contains the information required by Commission

rules for a Registration Statement regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition

of the Registrable Securities (which shall be limited to non-underwritten public offerings) (collectively, the “Subscriber

Information”) as shall be reasonably requested by the Company to effect the registration of the Registrable Securities,

and shall execute such documents in connection with such registration as the Company may reasonably request that are customary for a selling

stockholder in similar situations, provided that Subscriber shall not in connection with the foregoing be required to execute any lock-up

or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. Any

failure by the Company to file the Registration Statement by the Filing Deadline or to cause such Registration Statement to become effective

by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file the Registration Statement or cause it

to become effective as set forth above in this Section 5. Upon notification by the Commission that any Registration Statement has been

declared effective by the Commission, and within two (2) Business Days thereafter, the Company shall file the final prospectus under Rule

424 of the Securities Act. Upon any transfer of Registrable Securities by Subscriber to a person to whom the rights under this Section

5 have been assigned in accordance with Section 10(g) (including any distribution in kind by Subscriber to its equity holders), the Company

shall, within ten (10) Business Days after receipt of notice thereof and such transferee’s Subscriber Information, file a prospectus

supplement naming such transferee as a selling stockholder under the Registration Statement.

(b)

The Company will provide a copy of such portions of the draft of the Registration Statement that include Subscriber Information

to Subscriber for review and comment at least two (2) business days in advance of filing the Registration Statement, provided that,

the Company shall consider in good faith any comments on Subscriber information reasonably provided by Subscriber before filing and shall

not include any Subscriber Information that Subscriber has identified in writing as materially inaccurate and, for the avoidance of doubt,

in no event shall the Company be required to delay or postpone the filing of such Registration Statement as a result of or in connection

with Subscriber’s review. With respect to the Subscriber Information, the Company shall request such information at least five (5)

Business Days prior to the anticipated initial filing date of the Registration Statement.

(c)

In no event shall the Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by

the Commission; provided, that if the Commission requests that the Subscriber be identified as a statutory underwriter in the Registration

Statement, the Subscriber will have an opportunity to withdraw from the Registration Statement, it being understood that such withdrawal

shall not relieve the Company of its obligation to register for resale the Registrable Securities held by the Subscriber at a later date.

(d)

The Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming

part of a Registration Statement, the Company will use its commercially reasonable efforts to, at its expense, cause such Registration

Statement to remain effective with respect to Subscriber, keep any qualification, exemption or compliance under state securities laws

which the Company determines to obtain continuously effective with respect to Subscriber, and to keep the applicable Registration Statement

or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of (i) three years from

the issuance of the Subscribed Shares and Pre-Funded Warrants, as applicable, (ii) the date on which all of the Registrable Securities

shall have been sold, or (iii) the first date on which the undersigned can sell all of its Registrable Securities (or shares received

in exchange therefor) under Rule 144 without limitation as to the manner of sale, the amount of such securities that may be sold and without

the requirement for the Company to be in compliance with the current public information required under Rule 144; provided, that the Company

shall be entitled to delay or postpone the effectiveness of the Registration Statement, and from time to time to require Subscriber not

to sell under the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction

by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Company’s

board of directors reasonably believes, upon the advice of outside legal counsel, would require additional disclosure by the Company in

the Registration Statement of material non-public information that the Company has a bona fide business purpose for keeping confidential

and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Company’s

board of directors, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure

requirements (such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend the Registration

Statement on more than two (2) occasions, for more than sixty (60) consecutive calendar days or for more than ninety (90) total calendar

days, in each case during any twelve-month period. Upon receipt of any written notice from the Company (which notice shall not contain

any material non-public information regarding the Company and which notice shall not be subject to any duty of confidentiality) (A) of

the occurrence of any Suspension Event during the period that the Registration Statement is effective or (B) that, 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 it will promptly discontinue offers and sales of the Registrable

Securities under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144 or any other

applicable exemption to the registration requirements under the Securities Act) until Subscriber receives copies of a supplemental or

amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and

receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume

such offers and sales (which notice shall not contain any material non-public information regarding the Company and which notice shall

not be subject to any duty of confidentiality). If so directed by the Company, Subscriber will deliver to the Company or, in Subscriber’s

sole discretion, destroy, all copies of the prospectus covering the Registrable Securities in Subscriber’s possession; provided,

however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (i)

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 (ii) to copies stored electronically

on archival servers as a result of automatic data back-up. Notwithstanding anything to the contrary herein, the Company shall use its

commercially reasonable efforts to cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the Subscriber

in connection with any sale of Registrable Securities with respect to which the Subscriber has entered into a contract for sale, prior

to the Subscriber’s receipt of the notice of a Suspension Event and for which the Subscriber has not yet settled.

(e)

If the Commission prevents the Company from including any or all of the 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 Subscriber,

or any other shares of Common Stock by any Other Subscribers or shares of Common Stock by any other selling stockholder named in the Registration

Statement, the Company will promptly notify Subscriber of such event, and such Registration Statement shall register for resale such number

of shares of Common Stock which is equal to the maximum number of Registrable Securities as is permitted by the Commission. In such event,

the number of shares of Common Stock to be registered for Subscriber, such Other Subscriber or other selling stockholder named in the

Registration Statement shall be reduced pro rata among all such selling stockholders (or as otherwise directed by the Commission) and

as promptly as practicable after being permitted to register additional Registrable Securities under Rule 415 under the Securities Act,

the Company shall use commercially reasonable efforts to amend the Registration Statement or file with the Commission and cause to be

declared effective, as promptly as allowed by the Commission, one or more registration statements to register the resale of those Registrable

Securities (as defined below) that were not registered on the initial Registration Statement, as so amended and to cause such amendment

or Registration Statement to become effective as promptly as practicable. Any such amended or new registration statement(s) shall be deemed

to be a “Registration Statement” and all provisions of Section 5 shall apply with respect thereto.

(f) In the case of a

registration effected by the Company pursuant to this Subscription Agreement, the Company shall, upon reasonable request, inform Subscriber

as to the status of such registration. The Company shall advise Subscriber as promptly as practicable, but in no event later than five

(5) Business Days following the applicable event or on such earlier date as indicated:

(i) when a Registration

Statement or any amendment thereto has been filed with the Commission and when such Registration Statement or any post-effective amendment

thereto has become effective;

(ii)

of any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included therein

or for additional information with respect to the Subscriber;

(iii) of the issuance

by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for

such purpose within two (2) Business Days of the Company’s notice of such event;

(iv) within two (2)

Business Days of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable

Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(v)

subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes

in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state

a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of

the circumstances under which they were made) not misleading.

Notwithstanding anything to the contrary set forth

herein, the Company shall not, when so advising Subscriber of such events, provide Subscriber with any material, non-public information

regarding the Company other than to the extent that providing notice to Subscriber of the occurrence of the events listed in clauses (i)

through (v) above may constitute material, non-public information regarding the Company.

(g)

The Company shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness

of any Registration Statement as soon as reasonably practicable.

(h)

Except for such times as the Company is permitted hereunder to suspend, and has suspended, the use of a prospectus forming

part of a Registration Statement as contemplated by this Subscription Agreement, the Company shall use its commercially reasonable efforts

to prepare, as soon as reasonably practicable, a post-effective amendment to such Registration Statement or a supplement to the related

prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included

therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make

the statements therein, in the light of the circumstances under which they were made, not misleading.

(i) The Company shall

use its commercially reasonable efforts to cause all Subscribed Shares and Pre-Funded Warrant Shares to be listed on each securities

exchange or market, if any, on which the Common Stock has been listed.

(j) The Company shall

use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Subscribed Shares, Pre-Funded

Warrants and Pre-Funded Warrant Shares required hereby and to provide all customary and reasonable cooperation necessary to enable Subscriber

to resell the Registrable Securities pursuant to the Registration Statement or Rule 144, including timely providing customary transfer

agent instructions and any reasonably required legal opinions at the Company’s expense when the applicable resale requirements

have been satisfied.

(k)

For purposes of this Section 5, “Subscribed Shares” shall be deemed to include, as of any date of

determination, the Subscribed Shares and any equity security issued or issuable with respect to such Subscribed Shares by way of share

split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event, “Pre-Funded Warrants”

shall be deemed to include, as of any date of determination, the Pre-Funded Warrant Shares and any equity security issued or issuable

with respect to such Pre-Funded Warrant Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement

or similar event, “Subscriber” shall mean the Subscriber or any affiliate of the Subscriber or other person

to whom the rights under this Section 5 shall have been assigned, and “Registrable Securities” shall mean the

Subscribed Shares and Pre-Funded Warrants (each as expanded by the first sentence of this Section 5(k)) held by Subscriber or any permitted

assignee of the rights under this Section 5. As to any particular Registrable Securities, such securities shall cease to be Registrable

Securities when (x) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities

Act and such securities shall have been disposed of in accordance with such Registration Statement, (y) such securities shall have been

Transferred pursuant to Rule 144 or (z) such securities shall have ceased to be outstanding.

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 (in each case, except for those provisions expressly contemplated to survive such

termination), upon the earliest to occur of (a) such date and time as the Business Combination Agreement is terminated in accordance with

its terms; (b) the mutual written agreement of the parties hereto to terminate this Subscription Agreement; (c) if, on the Closing Date

of the Transactions, any of the conditions to Closing set forth in Section 2 of this Subscription Agreement have not been satisfied as

of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver and, as a result thereof, the transactions

contemplated by this Subscription Agreement will not be or are not consummated at the Closing; or (d) if the Closing has not occurred

by the Termination Date (as so defined in the Business Combination Agreement as of the date hereof) (the “Outside Closing

Date”); 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. Notwithstanding anything to the contrary in this Subscription Agreement, the provisions of Section 7, Section

10(e), Section 10(k), Section 10(m), Section 10(n), Section 10(t), and Section 10(u), and this Section 6, shall survive any termination

of this Subscription Agreement and shall remain in full force and effect. The Company shall notify Subscriber of the termination of the

Business Combination Agreement promptly after the termination thereof. Upon the termination of this Subscription Agreement in accordance

with this Section 6, any monies paid by Subscriber to the Company or the Escrow Agent in connection herewith shall be promptly (and in

any event within two (2) Business Days after such termination) returned to Subscriber in full, without deduction, withholding or offset,

by wire transfer of immediately available funds to an account designated by Subscriber, and the Company shall promptly take all actions

necessary to cause the Escrow Agent to effect such return.

Trust Account Waiver. Subscriber hereby acknowledges

that, as described in the Company’s prospectus relating to its initial public offering dated May 20, 2026, the Company has established

a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”)

and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the

benefit of the Company’s public shareholders and certain other parties (including the underwriters of the IPO). For and in consideration

of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title,

interest or claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, arising

as a result of, in connection with or relating in any way to this Subscription Agreement, 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 “Released Claims”), and (b) irrevocably waives any Released Claims that it may have against the Trust

Account now or in the future as a result of, or arising out of, this Subscription Agreement; provided, however, that nothing in

this Section 7 shall (x) be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account, or any monies

held therein, by virtue of such Subscriber’s (i) record or beneficial ownership of Cayman Class A Shares acquired by means other

than pursuant to this Subscription Agreement or (ii) redemption rights in connection with the Transactions with respect to any Cayman

Class A Shares owned by such Subscriber or limit Subscriber’s right to distributions from the Trust Account in accordance with the

Company Constitutional Documents in respect of the Cayman Class A Shares acquired by any means other than pursuant to this Subscription

Agreement, (y) serve to limit or prohibit Subscriber’s right to pursue a claim against the Company for legal relief against assets

held outside the Trust Account, for specific performance or other equitable relief or (z) serve to limit or prohibit any claims that Subscriber

may have in the future against the Company’s assets or funds that are not held in the Trust Account.

Indemnity.

(a)

To the extent Subscriber is named as a selling stockholder under any Registration Statement, the Company shall indemnify and

hold harmless, to the extent permitted by law, Subscriber, its directors, trustees, officers, partners, members, managers, stockholders,

affiliates, employees, advisers and agents, and each person who controls Subscriber (within the meaning of the Securities Act or the Exchange

Act) and each affiliate of Subscriber (within the meaning of Rule 405 under the Securities Act) from and against any and all losses, charges,

claims, damages, liabilities, costs and expenses (including, without limitation, any reasonable and documented attorneys’ fees and

expenses incurred in connection with defending or investigating any such action or claim) that are caused by, based upon, arise out of

or relate to (i) any untrue or alleged untrue statement of material fact contained in such Registration Statement, any prospectus included

in such Registration Statement or preliminary prospectus or any amendment thereof or supplement thereto, or document incorporated therein

by reference, (ii) 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 a prospectus, in light of the circumstances in which they were made) not misleading, or (iii) any violation or

alleged violation by the Company of the Securities Act, Exchange Act, or any state securities laws or rule or regulation thereunder, in

connection with the performance of its obligations under Section 5 of this Subscription Agreement, except insofar as, and only to the

extent that, such untrue statement, alleged untrue statement, omission or alleged omission is made in reliance upon and in conformity

with Subscriber Information furnished in writing to the Company by or on behalf of Subscriber expressly for use therein; provided that

the Company shall not be relieved of liability to the extent it has modified such Subscriber Information or used it in a manner that renders

the disclosure misleading.

(b)

To the extent permitted by law, and in connection with any Registration Statement in which Subscriber is participating as a

selling stockholder, Subscriber agrees, severally and not jointly with any Other Subscriber in the offering contemplated by this Subscription

Agreement, to indemnify and hold harmless the Company and its directors, officers, employees and agents, and each person who controls

the Company (within the meaning of the Securities Act or the Exchange Act) and each affiliate of the Company against any losses, charges,

claims, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses incurred

in connection with defending or investigating any such action or claim) arising out of any untrue or alleged untrue statement of material

fact contained in any Registration Statement, any prospectus included in any Registration Statement or preliminary prospectus or any amendment

thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make

the statements therein (in the case of a prospectus, in the light of the circumstances in which they were made) not misleading, but only

to the extent that such untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon and in conformity

with any Subscriber Information furnished in writing to the Company by or on behalf of Subscriber expressly for use therein, and not as

a result of any modification or misleading use thereof by the Company; provided, however, that the indemnification contained in

this Section 8 shall not apply to amounts paid in settlement of any such losses, charges, claims, damages, liabilities, costs and expenses

if such settlement is effected without the consent of Subscriber. In no event shall the liability of Subscriber payable by way of indemnity

or contribution under this Section 8(b) or under Section 8(e) be greater than the dollar amount of the net proceeds received by Subscriber

upon the sale of the Subscribed Shares and/or Pre-Funded Warrants (or Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded

Warrants), as applicable, purchased pursuant to this Subscription Agreement giving rise to such indemnification or contribution obligation.

(c)

Any person entitled to indemnification herein shall (1) give prompt written notice to the indemnifying party of any claim with

respect to which it seeks indemnification (provided, that the failure to give prompt notice shall not impair any person’s

right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (2) 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 (plus local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the

reasonable judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other

of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent

to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money

is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of

fault and culpability on the part of such indemnified party or which settlement does not include as an unconditional term thereof the

giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

(d)

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, trustee, employee, agent, affiliate or controlling

person of such indemnified party and shall survive the transfer of the Subscribed Shares and/or Pre-Funded Warrants (or Pre-Funded Warrant

Shares issuable upon exercise of the Pre-Funded Warrants), as applicable, purchased pursuant to this Subscription Agreement. The indemnified

parties are express third-party beneficiaries of this Section 8, entitled to enforce this Section 8 as if they were parties hereto.

(e)

If the indemnification provided under this Section 8 from the indemnifying party is unavailable or insufficient to hold harmless

an indemnified party in respect of any losses, charges, claims, damages, liabilities, costs and expenses referred to herein, then the

indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party

as a result of such losses, charges, claims, damages, liabilities, costs and expenses in such proportion as is appropriate to reflect

the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative

fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question,

including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made

by (or not made by, in the case of an omission), or relates to information supplied by or on behalf of (or not supplied by, in the case

of an omission), 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 or other liabilities referred to above shall be deemed to include, subject to the limitations set forth above, 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 8 from any person who was not guilty of such fraudulent misrepresentation. Any contribution by Subscriber pursuant to

this Section 8(e) (together with any indemnity under Section 8(b)) shall be no greater than the amount of net proceeds received by such

Subscriber from the sale of such Subscribed Shares and/or Pre-Funded Warrants (or Pre-Funded Warrant Shares issuable upon exercise of

the Pre-Funded Warrants), as applicable, purchased pursuant to this Subscription Agreement giving rise to this obligation. Notwithstanding

anything to the contrary herein, in no event will any party be liable to another party for consequential, special, exemplary or punitive

damages in connection with this Subscription Agreement or the transactions contemplated hereby; provided that this limitation shall not

limit any indemnification or contribution obligation under this Section 8 in respect of amounts payable to third parties or any liability

for fraud or intentional misrepresentation.

Company’s Covenants.

(a)

At any time and from time to time in connection with a bona fide sale of Subscribed Shares and/or Pre-Funded Warrants (or Pre-Funded

Warrant Shares issuable upon exercise of the Pre-Funded Warrants), as applicable, 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 of which such prospectus forms a part, the Company shall use its commercially reasonable

efforts, subject to the receipt of customary documentation required from the holder of the applicable Subscribed Shares and/or Pre-Funded

Warrants (or Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded Warrants), as applicable, and broker, if applicable, in

connection therewith and compliance with applicable laws, (i) promptly instruct its transfer agent to remove any restrictive legends applicable

to the Subscribed Shares and/or Pre-Funded Warrants (or Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded Warrants),

as applicable, being sold and (ii) cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection

with the instruction under subclause (i). The Company shall be responsible for the fees of its transfer agent, its legal counsel (including

for purposes of giving the opinion referenced herein) and all DTC fees associated with such issuance and legend removal, and the Subscriber

shall be responsible for its own fees or costs associated therewith (including its legal fees or costs of its legal counsel).

(b)

With a view to making available to Subscriber the benefits of Rule 144 that permit Subscriber to sell securities of the Company

to the public without registration, the Company agrees, for so long as Subscriber holds Subscribed Shares and/or Pre-Funded Warrants (or

Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded Warrants), as applicable, to:

(i) use commercially

reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144; and

(ii)

use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required

of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and to the extent

such filings are required pursuant to the applicable provisions of Rule 144.

(c)

While the Registration Statement is effective, the Company shall cause its counsel, or counsel acceptable to the transfer agent,

to issue to the transfer agent a legal opinion to allow the legend on the Registrable Securities to be removed upon a bona fide sale of

such Subscribed Shares and/or Pre-Funded Warrants (or Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded Warrants), as

applicable, pursuant to the plan of distribution set forth within any prospectus and pursuant to such effective Registration Statement

in accordance with this Section 9. Upon request, the Company shall provide the Subscriber with contact information for the person responsible

for the Company’s account at the transfer agent to facilitate transfers made pursuant to this Section 9. The Company shall be responsible

for the fees of its transfer agent and its legal counsel (including for purposes of giving the opinion referenced herein) associated with

such issuance, and the Subscriber shall be responsible for its own fees or costs associated therewith (including its legal fees or costs

of its legal counsel).

(d)

As of the Closing Date, the Company has reserved, and the Company shall continue to reserve and keep available at all times,

free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue the Pre-Funded

Warrant Shares that are issuable upon the exercise of the Pre-Funded Warrants, if any.

(e)

From the date of this Subscription Agreement through the Closing, the Company shall not enter into any Other Subscription Agreement,

or any side letter or similar agreement or other written or oral arrangement or understanding with any Other Subscriber or prospective

subscriber in the offering contemplated hereby, that includes terms (economic or otherwise) that are more favorable to such Other Subscriber

or prospective subscriber than the terms of this Subscription Agreement (other than terms particular to the legal or regulatory requirements

of such Other Subscriber or its affiliates or related persons), unless Subscriber has been disclosed and offered substantially the same

terms or benefits and, if accepted by Subscriber, such terms or benefits have been incorporated into this Subscription Agreement prior

to the Closing. The Company shall not amend, modify or waive any other Subscription Agreement or related side letter or agreement to provide

any such more favorable terms or benefits unless the foregoing requirements have been satisfied.

10. Miscellaneous.

(a)

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 to have been duly given (i) when delivered in person, (ii) when delivered by United

States mail, having been sent by registered or certified mail, return receipt requested, postage prepaid, (iii) when delivered by FedEx

or other nationally recognized overnight delivery service, or (iv) when delivered by email, during normal business hours on a Business

Day and otherwise as of the opening of the immediately following Business Day, 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 10(a).

(b)

Subscriber acknowledges that the Company, the Placement Agents and, following the Closing Date, Corxel 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 10(b)‎ shall not give the Company, Corxel or the Placement Agents any rights other than

those expressly set forth in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Company and the

Placement Agents 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. Subscriber acknowledges and agrees that the purchase by Subscriber of

Subscribed Shares and/or Pre-Funded Warrants (or Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded Warrants), as applicable,

from the Company will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein

(as modified by any such notice) by Subscriber as of the time of such purchase. The Company acknowledges that Subscriber and the Placement

Agents will rely on the acknowledgments, understandings, agreements, representations and warranties of the Company contained in this Subscription

Agreement. Prior to the Closing, the Company agrees 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 set forth herein are no longer accurate

in all material respects.

(c)

Each of the Company, Corxel, the Placement Agents and Subscriber is irrevocably authorized to produce this Subscription Agreement

or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered

hereby to the extent required by law or by regulatory bodies.

(d)

Each of the Company and Subscriber shall pay all of its own expenses in connection with this Subscription Agreement and the

transactions contemplated herein.

(e)

Subscriber agrees that none of the Placement Agents, nor any of their respective affiliates or any of their or their respective

affiliates’ control persons, officers, directors, employees, partners, agents or representatives, shall be liable to Subscriber

(including in contract, tort, under federal or state securities laws or otherwise) for any Losses, or shall have any liability or obligation

to Subscriber or any person claiming through Subscriber, pursuant to this Subscription Agreement or related to the private placement of

the Subscribed Shares and Pre-Funded Warrants, as applicable, the negotiation hereof or the subject matter hereof, or the Transactions,

for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase and sale of the Subscribed

Shares and Pre-Funded Warrants, as applicable, hereunder. On behalf of Subscriber and its affiliates, Subscriber releases the Placement

Agents in respect of any Losses related to the Transactions and the purchase and sale of Subscribed Shares and Pre-Funded Warrants, as

applicable, hereunder. For purposes of this Subscription Agreement, “Losses” means any and all losses, claims, damages, obligations,

penalties, judgments, awards, liabilities, costs, expenses and disbursements (including reasonable and documented attorneys’ fees

and expenses incurred in connection with defending or investigating any action or claim). Subscriber agrees not to commence any litigation

or bring any claim against any of the Placement Agents in any court or other forum which relates to, may arise out of, or is in connection

with, the Transactions and the purchase and sale of the Subscribed Shares and Pre-Funded Warrants, as applicable, hereunder. This undertaking

is given freely and after obtaining independent legal advice; provided, however, that nothing in this Section 10(e) shall release, waive,

limit or otherwise impair any claim or liability arising from fraud, intentional misrepresentation, willful misconduct or gross negligence,

or any right or remedy that cannot lawfully be waived, including under applicable federal or state securities laws. The Company likewise

agrees, and shall cause Corxel to agree, that none of the Placement Agents, nor any of their respective affiliates or any of their or

their respective affiliates’ control persons, officers, directors, employees, partners, agents or representatives, (i) makes any

representation or warranty, or has any responsibility, as to the validity, enforceability, accuracy, value or genuineness of any information,

certificates or documentation delivered by or on behalf of the Company or Corxel or (ii) shall be liable for any action taken, suffered

or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion, rights or powers conferred

upon it. Each Placement Agent, its affiliates and representatives shall be entitled to rely on, and shall be protected in acting upon,

any certificate, instrument, notice, letter or other document or security delivered to any of them by or on behalf of the Company or Corxel.

(f)

Subscriber hereby agrees that it shall not, nor shall any person acting at Subscriber’s direction or pursuant to any

understanding with Subscriber, directly or indirectly, offer, sell, pledge, contract to sell, sell any option, engage in hedging activities

or execute any “short sales” (as such term is defined in Regulation SHO under the Exchange Act, 17 CFR 242.200) or engage

in other hedging transactions of any kind (other than pledges in the ordinary course of business as part of prime brokerage arrangements)

directly with respect to the Subscribed Shares, the Pre-Funded Warrants or the Pre-Funded Warrant Shares during the period from the date

of this Subscription Agreement through the Closing or the earlier termination of this Subscription Agreement. Notwithstanding anything

to the contrary set forth herein, (i) nothing in this Section 10(f)‎ shall prohibit any entities under common management with Subscriber

that have no knowledge of this Subscription Agreement or of Subscriber’s participation in the Subscription or that share an investment

adviser with Subscriber from entering into any short sales or engaging in other hedging transactions; (ii) in the case of a Subscriber

that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets

and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of Subscriber’s

assets, this Section 10(f)‎ shall only apply with respect to the portion of assets managed by the portfolio manager that made the

investment decision to purchase the Subscribed Shares (or the Pre-Funded Warrants, as applicable) covered by this Subscription Agreement;

(iii) nothing herein shall prohibit any sale (including the exercise of any redemption right) of securities of the Company (1) held by

Subscriber, its affiliates or any person or entity acting on behalf of Subscriber or any of its affiliates prior to the execution of this

Subscription Agreement or (2) purchased by Subscriber, its affiliates or any person or entity acting on behalf of Subscriber or any of

its affiliates after the execution of the Subscription Agreement; or (iv) nothing herein shall prohibit ordinary course hedging transactions

so long as the sales or borrowings relating to such hedging transactions are not settled with the Subscribed Shares or Pre-Funded Warrant

Shares subscribed for or issuable hereunder and the number of securities sold in such transactions does not exceed the number of securities

owned or subscribed for at the time of such transactions. The Company acknowledges and agrees that, notwithstanding anything herein to

the contrary, the Subscribed Shares and Pre-Funded Warrants may be pledged by Subscriber in connection with a bona fide margin agreement,

provided that such pledge shall be (i) pursuant to an available exemption from the registration requirements of the Securities Act or

(ii) pursuant to, and in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge,

and Subscriber effecting a pledge of the Subscribed Shares or Pre-Funded Warrants shall not be required to provide the Company with any

notice thereof; provided, however, that neither the Company nor its counsel shall be required to take any action (or refrain from taking

any action) in connection with any such pledge, other than providing any such lender of such margin agreement with an acknowledgment that

the Subscribed Shares and Pre-Funded Warrants are not subject to any contractual lock up or prohibition on pledging, with the form of

such acknowledgment subject to review and comment by the Company in all respects.

(g)

Neither this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Subscribed Shares

or Pre-Funded Warrants, as applicable acquired hereunder, if any, and the registration rights set forth in Section 5 in connection with

the transfer of any Subscribed Shares, Pre-Funded Warrants or Pre-Funded Warrant Shares (issuable upon exercise of the Pre-Funded Warrants))

may be transferred or assigned, subject to the provisions of the last sentence of this paragraph. Neither this Subscription Agreement

nor any rights that may accrue to the Company hereunder may be transferred or assigned (provided that, for the avoidance of doubt, the

Company may transfer the Subscription Agreement and its rights hereunder solely in connection with the consummation of the Transactions

and exclusively to another entity under the control of, or under common control with, the Company). Notwithstanding the foregoing, Subscriber

may assign 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/adviser who acts on behalf of Subscriber) or, with the Company’s prior

written consent, to another person; provided, that such affiliate or other person executes a joinder to this Subscription Agreement, such

joinder to be in form and substance reasonably satisfactory to the Company, and no such assignment shall relieve Subscriber of its obligations

hereunder if any such assignee fails to perform such obligations unless otherwise expressly agreed in writing by the Company.

(h)

All the representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.

All of the covenants and agreements made by each party hereunder shall survive the Closing until the applicable statute of limitations

or in accordance with their respective terms. For the avoidance of doubt, if for any reason the Closing does not occur prior to the consummation

of the Transactions, all representations, warranties, covenants and agreements of the parties hereunder shall survive the consummation

of the Transactions and remain in full force and effect.

(i) The Company may

request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the eligibility of Subscriber

to acquire the Subscribed Shares and Pre-Funded Warrants and to register the Subscribed Shares, Pre-Funded Warrants and Pre-Funded Warrant

Shares for resale, and Subscriber shall promptly provide such information as may be reasonably requested to the extent reasonably available

and to the extent consistent with Subscriber’s internal policies and procedures, provided that the Company agrees to keep such

information confidential. Subscriber acknowledges that the Company may file a copy of the form of this Subscription Agreement and the

form of Pre-Funded Warrant with the Commission as an exhibit to a periodic report of the Company or a registration statement of the Company.

(j) Each Placement Agent

is acting severally and not jointly, and no Placement Agent is the agent, partner or representative of any other Placement Agent.

(k)

This Subscription Agreement may not be amended, modified, supplemented or waived except by an instrument in writing, signed

by the party against whom enforcement of such amendment, modification, supplement or waiver is sought. Additionally, no provision of this

Subscription Agreement expressly grants rights to, or imposes obligations on, a Placement Agent may be amended, modified, supplemented,

terminated or waived in a manner that materially and adversely affects such Placement Agent’s express rights or obligations without

the prior written consent of such Placement Agent; provided that no such consent shall be required for any amendment, modification, supplement,

termination or waiver solely between the Company and Subscriber that does not so affect such rights or obligations.

(l) 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.

(m) Except as otherwise

provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors,

administrators, successors, legal representatives, and permitted assigns and shall not be for the benefit of, nor may any provision hereof

be enforced by, any other person. This Subscription Agreement shall not confer any rights or remedies upon any person other than the

parties hereto and their respective successors and assigns, except that (i) the Placement Agents shall be third-party beneficiaries of,

and shall be entitled to enforce, the acknowledgments, representations, warranties, opinions, understandings, undertakings and covenants

of the Company, Corxel and their respective counsel, and of Subscriber, in each case contained in this Subscription Agreement that reference

the Placement Agents or that are expressed to be made to the Placement Agents, including Section 3, Section 4 and Section 10(e), and

(ii) the persons specifically referenced in Section 5, Section 8, Section 10(b), Section 10(c), Section 10(e), Section 10(k) and this

Section 10(m) shall be third-party beneficiaries as set forth therein.

(n)

The parties hereto acknowledge and agree that (i) this Subscription Agreement is being entered into in order to induce the

Company to execute and deliver the Business Combination Agreement and (ii) immediate and irreparable harm or 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 seek equitable relief, including in the form of an injunction or injunctions to prevent breaches or threatened breaches

or to restrain any violation or threatened violation of this Subscription Agreement and to enforce specifically the terms and provisions

of this Subscription Agreement in the Designated Courts pursuant to Section 10(t), 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 the Company

shall be entitled to seek to specifically enforce Subscriber’s obligations to fund the Purchase Price and the provisions of the

Subscription Agreement, and that the Placement Agents (as express third-party beneficiaries) shall be entitled to specifically enforce

the provisions of this Subscription Agreement of which they are third-party beneficiaries, 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

10(n) 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.

(o)

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.

(p)

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.

(q)

This Subscription Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic

mail or in.pdf) 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.

(r) This Subscription

Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement (whether based

on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Subscription

Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the principles

of conflicts of laws that would otherwise require the application of the law of any other state.

(s)

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 OF 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.

(t) 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 Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior

Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware

(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 hereto in compliance with Section

10(a) 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.

(u)

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 and then only with respect to the specific obligations

set forth herein with respect to such party; except with respect to the provisions of this Subscription Agreement for which the Placement

Agents are express third-party beneficiaries.

(v)

If any change in the Common Stock shall occur between the date hereof and immediately prior to the Closing by reason of any

reclassification, recapitalization, subdivision (including consolidation) or combination, exchange or readjustment of shares, or any share

dividend, the number of Subscribed Shares issued to Subscriber (or Pre-Funded Warrants and Pre-Funded Warrant Shares, as the case may

be) and the Per Share Price shall be appropriately adjusted to reflect such change.

(w) The Company shall,

by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement,

issue one or more press releases or furnish or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure

Document”) disclosing all material terms of this Subscription Agreement, the Other Subscription Agreements, the Business

Combination Agreement, the transactions contemplated hereby and thereby, the Transactions and any other material, non-public information

that the Company, Corxel or Corxel Pharmaceuticals Limited (“Parent”) has provided to Subscriber at any time

prior to the filing of the Disclosure Document. The Company acknowledges that, upon the issuance or filing of the Disclosure Document,

Subscriber and its affiliates will not be in possession of any material, non-public information received from the Company, Corxel or

Parent or any of their respective officers, directors, employees or agents, in each case regardless of whether Subscriber and its affiliates

is an existing investor in Corxel or Parent, and Subscriber shall no longer be subject to any confidentiality or similar obligations

under any current agreement, whether written or oral with the Company, Corxel, Parent, the Placement Agents, or any of their respective

affiliates in connection with the Transactions. Except with the express written consent of Subscriber and unless prior thereto Subscriber

shall have executed a written agreement regarding the confidentiality and use of such information, the Company shall not, and shall cause

its officers, directors, employees and agents, not to, provide Subscriber with any material, non-public information regarding the Company,

Corxel, Parent or the Transactions from and after the filing of the Disclosure Document. The Company understands and confirms that the

Subscriber and its affiliates, representatives and advisers will rely on the foregoing representations in effecting transactions in the

securities of the Company. Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall not, and shall

cause the Placement Agents, Corxel and Parent not to, (i) 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, if applicable, in any press release, without the prior written

consent of Subscriber and (ii) 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 federal securities laws, a regulatory agency or the regulations of

Nasdaq and (B) as expressly contemplated by Section 5(a) of this Subscription Agreement, in each such case, the Company shall provide

Subscriber with prior written notice of such disclosure, and shall reasonably consult with Subscriber regarding such disclosure. Nothing

in this Subscription Agreement shall require Subscriber or any of its affiliates to make any public disclosure, or any filing with or

submission to the Commission or any other regulatory agency, self-regulatory organization or trading market, in connection with this

Subscription Agreement or the Transactions, and the Company shall be solely responsible for preparing and making, at its sole cost, all

disclosures and filings required of the Company, Corxel, Parent or any of their respective affiliates in connection with the Transactions.

For the avoidance of doubt, the Company shall be solely responsible for obtaining any consent of Subscriber required pursuant to this

Section 10(w) and for providing any prior written notice to and engaging in any consultation with Subscriber contemplated by this Section

10(w), including with respect to any disclosure by the Placement Agents. Notwithstanding the foregoing, nothing in this Section 10(w)

shall prohibit any Placement Agent from disclosing the identity of Subscriber and the existence of this Subscription Agreement and the

terms hereof (1) to its affiliates and their respective directors, officers, employees, partners and potential and existing co-investors,

(2) to its and its affiliates’ legal, financial or tax advisers, auditors or other professional advisers, or (3) to any regulatory

authority or self-regulatory organization having jurisdiction over such

Placement Agent (including in connection with routine examinations), in each case on a confidential basis. Further, and for the avoidance

of doubt, the disclosures described in clauses (1) through (3) above shall not be deemed to be “public” disclosures for purposes

of this Section 10(w) and shall not require the prior consent of, or prior notice to, Subscriber.

(x)

The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other

Subscriber 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 under the Other Subscription Agreements. The decision

of Subscriber to purchase Subscribed Shares and Pre-Funded Warrants, as applicable, pursuant to this Subscription Agreement has been made

by Subscriber independently of any Other Subscriber 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, Corxel or any of their respective 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 any investor pursuant

hereto or thereto, shall be deemed to constitute Subscriber and the Other Subscribers a partnership, an association, a joint venture or

any other kind of entity, or create a presumption that Subscriber and the Other Subscribers are in any way acting in concert or as a group

with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements.

Subscriber acknowledges that no Other Subscriber has acted as agent for Subscriber in connection with making its investment hereunder

and no Other Subscriber will be acting as agent of Subscriber in connection with monitoring its investment in the Subscribed Shares and

Pre-Funded Warrants, as applicable, 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.

[Signature

Pages Follow]

In Witness

Whereof, each of the Company and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized

representative as of the date first set forth above.

Amanat Acquisition Corp

By:

Name:

Title:

Address for Notices:

c/o Amanat Acquisition Corp

153 Central Avenue C/O 56

Westfield, NJ

Attention: Nicholas Fernandez

E-mail: nfernandez@amanat.bio

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

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02110

Attention: Jocelyn Arel; Justin Anslow

E-mail: jarel@goodwinlaw.com; janslow@goodwinlaw.com

By:

[SUBSCRIBER]

Name:

Title:

Address for Notices:

Email:

Name in which Subscribed Shares and Pre-Funded Warrants are to be registered:

Price Per Subscribed Share:

$Redemption Price

Aggregate Purchase Price:

$___________________

Number of Subscribed Shares:

___________________

Pre-Funded Warrant Election (check if applicable):

☐ Subscriber elects to receive Pre-Funded Warrants in lieu of all or a portion of Subscribed Shares

Number of Pre-Funded Warrants:

___________________

Number of Pre-Funded Warrant Shares:

___________________

Purchase Price per Pre-Funded Warrant:

$ (i.e., Per Share Price less $0.0001 Warrant Exercise Price)

Warrant Exercise Price (per share):

$0.0001

[Signature

Page to Subscription Agreement]

You must pay the Purchase Price for the Subscribed

Shares and any Pre-Funded Warrants by wire transfer of United States dollars in immediately available funds to the Escrow Account specified

by the Company in the Closing Notice.

Annex A

ELIGIBILITY REPRESENTATIONS

OF SUBSCRIBER

This Annex A should be completed and signed by

Subscriber

and constitutes a part of the Subscription Agreement.

A. QUALIFIED INSTITUTIONAL BUYER STATUS (Please check the box, if applicable)

☐ Subscriber is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) (a “QIB”)

☐ Subscriber is subscribing for the Subscribed Shares and Pre-Funded

Warrants, as applicable, as a fiduciary or agent for one or more investor accounts, and each owner of such account is a QIB.

**OR**

B. ACCREDITED INVESTOR STATUS (Please check the applicable box)

☐ Subscriber is an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation

D under the Securities Act) or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a)

under the Securities Act, and has marked and initialed the appropriate box below indicating the provision under which it qualifies as

an “accredited investor.”

☐ Subscriber is an “accredited investor” (within the meaning of Rule 501(a)(5) or (6) of Regulation D under the Securities

Act).

**AND**

C. FINRA STATUS (Please check all applicable boxes)

☐ Subscriber is an “institutional account” under FINRA Rule 4512(c).

☐ Subscriber is an “institutional investor” (institutional customer) as defined in FINRA Rule 2111.

**AND**

D. AFFILIATE STATUS (Please check the applicable box)

SUBSCRIBER:

☐

is:

☐

is not:

an “affiliate” (as defined in Rule

144 under the Securities Act) of the Company or Corxel or acting on behalf of an affiliate of the Company or Corxel.

A-1

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 below, the applicable provision(s) below pursuant to which Subscriber

qualifies as an “accredited investor.”

☐ Any bank as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Act”), or any savings and

loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;

any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended; any investment adviser registered

pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying

on the exemption from registering with the Commission under Section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance

company as defined in Section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business

development company as defined in Section 2(a)(48) of that act; any Small Business Investment Company licensed by the U.S. Small Business

Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined

in Section 384A of the Consolidated Farm and Rural Development Act;

☐ Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political

subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

☐ Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is

made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company,

or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan,

with investment decisions made solely by persons that are accredited investors;

☐ Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

☐ Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust,

partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets

in excess of $5,000,000;

☐ Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds

$1,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s primary residence must not be included

as an asset; (b) indebtedness secured by the person’s primary residence up to the estimated fair market value of the primary residence

must not be included as a liability (except that if the amount of such indebtedness outstanding at the time of calculation exceeds the

amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess

must be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the estimated

fair market value of the residence must be included as a liability;

☐ Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that

person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level

in the current year;

☐ Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose

purchase is directed by a sophisticated person; or

☐ Any entity in which all of the equity owners are accredited investors.

This Annex should be completed by Subscriber

and constitutes a part of the Subscription Agreement.

A-2

EXHIBIT A

FORM OF PRE-FUNDED WARRANT

[See attached]

Ex A-1

THIS WARRANT AND THE SHARES OF COMMON STOCK

ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED

FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES

ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL

REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES

ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER, TO A STOCKHOLDER, SHAREHOLDER, MEMBER OR PARTNER OF SUCH HOLDER

IN A DISTRIBUTION IN KIND OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN

OPINION).

FORM OF PIPE PRE-FUNDED WARRANT TO PURCHASE

COMMON STOCK

Number of Shares: [●]

(subject to adjustment)

Warrant No. [●]

Original Issue Date: [●], 20[ ]

[NEW PUBCO NAME], a Delaware

corporation (formerly known as Amanat Acquisition Corp, a Cayman Islands exempted company, prior to its domestication as a Delaware corporation)

(the “Company”), hereby certifies that, pursuant to that certain Subscription Agreement, dated as of [●], 2026

(as amended, supplemented or otherwise modified from time to time, the “Subscription Agreement”), by and between the

Company and [PIPE Investor], [PIPE Investor] or its registered assigns (the “Holder”) is entitled, subject to the terms

of this Pre-Funded Warrant to Purchase Common Stock (this “Warrant”), to purchase from the Company up to [●]

shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) (each such share, a “Warrant

Share” and collectively, the “Warrant Shares”), subject to adjustment as provided herein, at an exercise

price of $0.0001 per Warrant Share (the “Exercise Price”). The aggregate exercise price of this Warrant, other than

the Exercise Price, was pre-funded in full and no additional consideration (other than the Exercise Price) shall be payable by the Holder

to effect any exercise of this Warrant. This Warrant is issued as of the Original Issue Date above (the “Original Issue Date”)

as a portion of the consideration in connection with the private financing contemplated by the Subscription Agreement (the “PIPE

Financing”). Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Subscription

Agreement.

1. Definitions.

For purposes of this Warrant, the following terms shall have the following meanings:

“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.

“Attribution Parties”

means, collectively, the following Persons and entities: (i) any direct or indirect Affiliates of the Holder, (ii) any investment vehicle,

including, any funds, feeder funds or managed accounts, currently, or from time to time after the date hereof, directly or indirectly

managed or advised by the Holder’s investment manager, (iii) any Person acting as a Group together with the Holder or any Attribution

Parties and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the

Holder’s and/or any other Attribution Parties for purposes of Section 13(d) or Section 16 of the Exchange Act. For clarity, the

purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage (as defined

below).

Ex A-2

“Closing Sale Price”

means, for any security as of any date, the last trade price for such security on the Principal Trading Market for such security, as reported

by Bloomberg Financial Markets, or, if such Principal Trading Market begins to operate on an extended hours basis and does not designate

the last trade price, then the last trade price of such security prior to 4:00 P.M., New York City time, as reported by Bloomberg Financial

Markets, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin

board for such security as reported by Bloomberg Financial Markets. If the Closing Sale Price cannot be calculated for a security on a

particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as

mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such

security, then the Board of Directors of the Company shall use its good faith judgment to determine the fair market value. The Board of

Directors’ determination shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately

adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

“Commission”

means the U.S. Securities and Exchange Commission.

“Exchange Act”

means the U.S. Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.

“Group”

shall have the meaning ascribed to it in Section 13(d) of the Exchange Act, and all related rules, regulations and jurisprudence.

“Subscription Agreement” has

the meaning set forth in the introductory paragraph of this Warrant.

“Permitted Distribution”

means any distribution or other transfer of all or any portion of this Warrant, without consideration, by any Person receiving all or

any portion of this Warrant in such distribution or other transfer (“Distributee”) or other Holder to any of its Affiliates,

to any investment fund, vehicle or account managed or advised by the same investment manager or adviser as such Distributee or other Holder

(or by an Affiliate thereof) or to any of its or their direct or indirect equityholders (including shareholders, members and partners)

in their capacities as such.

“Person”

means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated or

unincorporated association, joint venture, government (or an agency or subdivision thereof) or any other entity or organization.

“Principal Trading

Market” means the national securities exchange or other trading market on which the Common Stock is primarily listed on and

quoted for trading, which, as of the Original Issue Date, shall be the Nasdaq Stock Market.

“Securities Act”

means the U.S. Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.

Ex A-3

“Standard Settlement

Period” means the standard settlement period, expressed in a number of Trading Days, for the Principal Trading Market with respect

to the Common Stock that is in effect on the date of delivery of an applicable Exercise Notice (as defined below), which as of the Original

Issue Date was “T+1.”

“Trading Day”

means any weekday on which the Principal Trading Market is normally open for trading.

“Transfer Agent”

means Continental Stock Transfer & Trust Company, the Company’s transfer agent and registrar for the Common Stock, and any successor

appointed in such capacity.

2. Issuance

of Securities; Registration of Warrants. The Company shall register ownership of this Warrant, upon records to be maintained by

the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the initial

Holder or, as the case may be, any assignee to which this Warrant is permissibly assigned hereunder) from time to time. The Company may

deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution

to the Holder, and for all other purposes, absent actual notice to the contrary.

3. Transfer

and Assignment.

(a) Subject

to applicable securities laws and the restrictions set forth in the Subscription Agreement and this Warrant, this Warrant and the rights

evidenced hereby may be transferred or assigned, in whole or in part, by delivery to the Company or the Transfer Agent of a duly completed

instrument of assignment substantially in the form attached as Schedule 2. No consent of the Company shall be required for any transfer

or assignment of this Warrant, and no opinion of counsel or other deliverable shall be required for any Permitted Distribution.

(b) Upon

a permitted transfer, the Company shall promptly register the transfer in the Warrant Register (and in any event within two Trading Days

after receipt of the applicable instrument of assignment) and issue a new warrant to the transferee in substantially the form of this

Warrant for the portion transferred and, if applicable, issue to the transferring Holder a new warrant for the untransferred balance,

each of which shall be dated, and deemed issued as of, the Original Issue Date. The Company shall bear its administrative costs of any

such issuance, but the transferring Holder shall be responsible for any transfer taxes arising from a transfer to a Person other than

an Affiliate or in a Permitted Distribution.

transferee accepting a Warrant shall be deemed to have accepted and agreed to the terms of this Warrant. Any registration rights with

respect to the Warrant Shares shall be governed by the Subscription Agreement.

4. Exercise

of Warrants.

(a) All

or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant (including Section

11) at any time and from time to time on or after the Original Issue Date, and such rights shall not expire until exercised in full.

(b) The

Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto

(the “Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant

Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated in the

Exercise Notice pursuant to Section ‎10 below), and the date on which the last of such items is delivered to the Company

(as determined in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall not be required

to deliver the original Warrant in order to effect an exercise hereunder. The Exercise Notice may be delivered by e-mail (including as

a .pdf attachment) in accordance with Section 13, and no ink-original Exercise Notice, and no medallion guarantee or other guarantee or

notarization of any Exercise Notice, shall be required. Execution and delivery of the Exercise Notice shall have the same effect as cancellation

of the original Warrant and issuance of a new warrant evidencing the right to purchase the remaining number of Warrant Shares, if any.

Ex A-4

Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this section, following

the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given

time may be less than the amount stated on the face hereof.

5. Delivery

of Warrant Shares.

(a) Upon

exercise of this Warrant, the Company shall promptly (but in no event later than the number of Trading Days comprising the Standard Settlement

Period following the Exercise Date), upon the request of the Holder, cause the Transfer Agent to credit such aggregate number of shares

of Common Stock specified by the Holder in the Exercise Notice and to which the Holder is entitled pursuant to such exercise (the “Exercise

Shares”) to (i) the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”)

through its Deposit Withdrawal At Custodian system or (ii) in book-entry form via a direct registration system maintained by or on behalf

of the Transfer Agent, in each case, so long as either (A) there is an effective registration statement permitting the issuance of the

Warrant Shares to or the resale of such Warrant Shares by the Holder or (B) the Exercise Shares are eligible for resale by the Holder

without volume or manner-of-sale restrictions pursuant to Rule 144 promulgated under the Securities Act (assuming cashless exercise of

this Warrant). If (A) and (B) above are not true, the Company shall cause the Transfer Agent to either (i) record the Exercise Shares

in the name of the Holder or its designee on the certificates reflecting the Exercise Shares with an appropriate legend regarding restriction

on transferability, which shall be issued and dispatched by overnight courier to the address as specified in the Exercise Notice, and

on the Company’s share register or (ii) issue such Exercise Shares in the name of the Holder or its designee in restricted book-entry

form in the Company’s share register. The Holder, or any Person so designated by the Holder to receive Warrant Shares, shall be

deemed to have become the holder of record of such Warrant Shares as of the Exercise Date, irrespective of the date such Warrant Shares

are credited to the Holder’s DTC account, the date of the book entry positions or the date of delivery of the certificates evidencing

such Exercise Shares, as the case may be.

(b) In

addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to deliver to the Holder or its

designee Exercise Shares in the manner required pursuant to Section 5(a) within the Standard Settlement Period following the Exercise

Date (other than a failure caused by incorrect or incomplete information provided by Holder to the Company) and the Holder or the Holder’s

broker on its behalf purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale

by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”) but did

not receive within the Standard Settlement Period, then the Company shall, within two Trading Days after the Holder’s request, (x)

at the Holder’s election in its sole discretion, either (1) reinstate the portion of this Warrant and equivalent number of Warrant

Shares for which such exercise was not timely honored (in which case such exercise shall be deemed rescinded) or (2) promptly honor its

obligation to deliver to the Holder or its designee the Exercise Shares pursuant to Section 5(a), and (y) pay cash to the Holder

in an amount equal to the excess (if any) of the Holder’s total purchase price (including brokerage commissions, if any) for the

shares of Common Stock so purchased in the Buy-In, less the product of (A) the number of shares of Common Stock purchased in the Buy-In,

times (B) the Closing Sale Price of a share of Common Stock on the Exercise Date. The Holder shall provide the Company written notice

promptly after the occurrence of a Buy-In, indicating the amounts payable to the Holder in respect of the Buy-In together with applicable

confirmations and other evidence reasonably requested by the Company.

Ex A-5

the extent permitted by law and subject to Section 5(b), the Company’s obligations to issue and deliver Warrant Shares in

accordance with and subject to the terms hereof (including the limitations set forth in Section 11 below) are absolute and unconditional,

irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof,

the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation

or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or

alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such

obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Subject to Section 5(b), nothing herein

shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,

a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Exercise Shares;

provided, however, that the Holder shall not be entitled to both (i) require the Company to reinstate the portion of the Warrant and equivalent

number of Warrant Shares for which such exercise was not timely honored and (ii) receive the number of shares of Common Stock that would

have been issued if the Company had timely complied with its delivery requirements under Section 5(a).

6. Charges,

Taxes and Expenses. Issuance and delivery of Exercise Shares shall be made without charge to the Holder for any issue or

transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance

of such shares, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required

to pay any tax that may be payable in respect of any transfer involved in the registration of any Warrant Shares or the Warrants in a

name other than that of the Holder, an Affiliate thereof or a transferee in a Permitted Distribution. The Holder shall be responsible

for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise

hereof.

7. Replacement

of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange

and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a new warrant, but only upon receipt

of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, in each case, a customary and

reasonable contractual indemnity, if requested by the Company. If a new warrant is requested as a result of a mutilation of this Warrant,

then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue

the new warrant.

8. Reservation

of Warrant Shares. The Company covenants that it will, at all times while this Warrant is outstanding, reserve and keep available

out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue

Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are initially issuable and deliverable

upon the exercise of this entire Warrant (without regard to any limitation on exercise set forth in Section 11), free from preemptive

rights or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions

of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of

the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and non-assessable.

The Company will take all such action as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided

herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation

system upon which the Common Stock may be listed. The Company shall, at its expense, cause the Warrant Shares to be approved for listing

on the Principal Trading Market (subject to official notice of issuance) no later than the Original Issue Date and shall maintain such

listing for so long as the Common Stock is listed thereon. The Company further covenants that it will not, without the prior written consent

of the Holder, take any actions to increase the par value of the Common Stock at any time while this Warrant is outstanding.

Ex A-6

9. Certain

Adjustments. The number of Warrant Shares issuable upon exercise of this Warrant (the “Number of Warrant Shares”)

is subject to adjustment from time to time as set forth in this Section 9.

(a) Stock

Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock

or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in accordance with

the terms of such stock on the Original Issue Date or as amended, that is payable in shares of Common Stock, (ii) subdivides its outstanding

shares of Common Stock into a larger number of shares of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller

number of shares of Common Stock or (iv) issues by reclassification of shares of capital stock any additional shares of Common Stock of

the Company, then in each such case the Number of Warrant Shares shall be multiplied by a fraction, the numerator of which shall be the

number of shares of Common Stock outstanding immediately after such event and the denominator of which shall be the number of shares of

Common Stock outstanding immediately before such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective

immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, provided, however,

that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Number of Warrant Shares

shall be recomputed accordingly as of the close of business on such record date and thereafter the Number of Warrant Shares shall be adjusted

pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii), (iii) or (iv) of

this paragraph shall become effective immediately after the effective date of such subdivision, combination or issuance.

(b) Pro

Rata Distributions. If, on or after the Original Issue Date, the Company shall declare or make any dividend or other pro rata distribution

of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including,

without limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets

by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction, but, for

the avoidance of doubt, excluding any distribution of shares of Common Stock subject to Section 9(a), any distribution of Purchase

Rights (as defined below) subject to Section 9(c) and any Fundamental Transaction (as defined below) subject to Section 9(d))

(a “Company Distribution”) then, in each such case, the Holder shall be entitled to participate in such Company Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without

limitation, the Maximum Percentage (as defined below)) immediately before the date on which a record is taken for such Company Distribution,

or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation

in such Company Distribution; provided, that to the extent that the Holder’s right to participate in any such Company

Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not

be entitled to participate in such Company Distribution to such extent (and shall not be entitled to beneficial ownership of such shares

of Common Stock as a result of such Company Distribution to such extent) and the portion of such Company Distribution shall be held in

abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution

Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Company Distribution (and any Company

Distributions declared or made on such initial Company Distribution or on any subsequent Company Distribution held similarly in abeyance)

to the same extent as if there had been no such limitation.

Ex A-7

Rights. If at any time on or after the Original Issue Date, the Company grants, issues or sells any Options, Convertible Securities

or rights to purchase stock, warrants, securities or other property, in each case pro rata to the record holders of any class of Common

Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase

Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock

acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including

without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of

such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for

the grant, issuance or sale of such Purchase Rights; provided, that to the extent that the Holder’s right to participate

in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder

shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such

Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and at the Holder’s election, in its

sole discretion, either (1) such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time

or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which

time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or

on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation or (2) the

Company shall offer the Holder the right upon exercise of such Purchase Right to acquire a security (e.g. a pre-funded warrant) that would

not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage but will otherwise to the extent possible

have economic and other rights, preferences and privileges substantially consistent and on par with the securities or other property issuable

upon exercise of the originally offered Purchase Rights. As used in this Section 9(c), (i) “Options” means any rights,

warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities and (ii) “Convertible Securities”

mean any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of

Common Stock.

(d) Fundamental

Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company

with or into another Person, in which the Company is not the surviving entity or in which the stockholders of the Company immediately

prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately

after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one

or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person),

holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company

or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other

business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another

Person whereby such other Person acquires more than 50% of the voting power of the capital stock of the Company (except for any such transaction

in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting

power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock or any compulsory

share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other

than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a

“Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right to receive,

upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon

the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number

of Warrant Shares then issuable upon exercise in full of this Warrant (including any Company Distributions or Purchase Rights then held

in abeyance pursuant to Sections 9(b) or 9(c) above) without regard to any limitations on exercise contained herein (the

“Alternate Consideration”) provided, however, that, for the avoidance of doubt, neither (A) the domestication of the

Company from a Cayman Islands exempted company to a Delaware corporation in connection with the transactions contemplated by the Business

Combination Agreement nor (B) the acquisition by the Company of Corxel Pharmaceuticals, Inc. pursuant to the business combination agreement

entered into in connection with the Business Combination Agreement, shall constitute a Fundamental Transaction for purposes of this Warrant.

If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then

the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such

Fundamental Transaction. The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or

the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company

provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or

simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser

of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the

foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph

(d) shall similarly apply to subsequent transactions analogous to a Fundamental Transaction type.

Ex A-8

(e) Calculations.

All calculations under this Section 9 shall be to the nearest share.

(f) Notice

of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will, at the

written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant and prepare

a certificate setting forth such adjustment, including a statement of the adjusted number or type of Warrant Shares or other securities

issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail

the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate

to the Holder and to the Transfer Agent.

(g) Notice

of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash,

securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or warrants to subscribe

for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating

or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding

up of the affairs of the Company, then the Company shall deliver to the Holder a notice of such transaction at least ten days prior to

the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect

to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of

the corporate action required to be described in such notice. In addition, if while this Warrant is outstanding, the Company authorizes

or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction contemplated by

Section 9(d), other than a Fundamental Transaction under clause (iii) of Section 9(d), the Company shall deliver to the

Holder a notice of such Fundamental Transaction at least 30 days prior to the date such Fundamental Transaction is consummated. To the

extent that any notice provided hereunder constitutes, or contains, material non-public information regarding the Company, the Company

shall publicly disclose such information (by press release or in a Current Report on Form 8-K) no later than the time such notice is delivered

to the Holder, unless the Holder has agreed in writing in advance to receive such information on a confidential basis.

10. Payment

of Exercise Price. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, satisfy

its obligation to pay the Exercise Price through a “cashless exercise”, in which event the Company shall issue to the Holder

the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act, determined as follows:

X = Y [(A-B)/A]

where:

“X” equals the number

of Warrant Shares to be issued to the Holder;

“Y”

equals the total number of Warrant Shares with respect to which this Warrant is then being exercised;

“A”

equals the Closing Sale Price of the shares of Common Stock (as reported by Bloomberg Financial Markets) as of the Trading Day on

the date immediately preceding the Exercise Date; and

“B”

equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

Ex A-9

For purposes of Rule 144 promulgated under the

Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a “cashless exercise” transaction

shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,

on the Original Issue Date (provided that the Commission continues to take the position that such treatment is proper at the time of such

exercise). In the event that a registration statement registering the issuance of Warrant Shares is, for any reason, not effective at

the time of exercise of this Warrant, then this Warrant may only be exercised through a cashless exercise, as set forth in this Section

10. If the Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that, in accordance with Section

3(a)(9) of the Securities Act, the Exercise Shares issued in such exercise may be tacked on to the holding period of the Warrants being

exercised, subject to applicable requirements of Rule 144. The Company shall not take any position contrary to the foregoing. Except as

set forth in Section 5(b) (Buy-In Remedy) and Section 12 (No Fractional Shares), in no event will the exercise of this Warrant

be settled in cash.

11. Limitations

on Exercise.

(a) Notwithstanding

anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder of

this Warrant shall not have the right to exercise any portion of the Warrant, and any such exercise shall be null and void ab initio and

treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together

with the Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange

Act and the rules promulgated thereunder, in excess of 9.99% (or, if so elected by the Holder by written notice to the Company delivered

on or before the Original Issue Date or, in the case of any transferee, in the applicable instrument of assignment, 4.99%) (the “Maximum

Percentage”) of the Common Stock that would be issued and outstanding following such exercise. In applying the foregoing limitation,

Common Stock beneficially owned by the Holder and the Attribution Parties shall be aggregated regardless of whether such Common Stock

was acquired in the PIPE Financing, received upon a distribution of merger consideration by Corxel Pharmaceuticals Limited or acquired

otherwise, subject to the exclusions for securities with analogous exercise or conversion limitations expressly set forth below. For purposes

of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of shares

of Common Stock held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of shares

of Common Stock held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of shares of Common

Stock issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number

of shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned

by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities

of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible

notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained

herein. For purposes of this Section 11(a), beneficial ownership of the Holder or the Attribution Parties shall, except as set

forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the

rules promulgated thereunder. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, a Holder

of this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form

10-K, 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 the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding

(such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the

written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to

the Holder the number of shares of Common Stock then outstanding. The Holder shall be solely responsible for determining whether, and

to what extent, the limitation contained in this Section 11(a) applies; the submission of an Exercise Notice shall be deemed to be the

Holder’s determination that the exercise thereunder complies with this Section 11(a); and the Company shall have no obligation to

verify or confirm the accuracy of such determination. If the Company receives an Exercise Notice from the Holder at a time when the actual

number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder

in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause

the Holder’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 11(a),

to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to

such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon

as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. In any

case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities

of the Company, including this Warrant, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding

Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder,

together with the Attribution Parties, being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number

of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which

the Holder’s, together with the 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 the Holder and/or the Attribution Parties shall

not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares

has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Any

Warrant Shares for which this Warrant is not exercised by reason of this Section 11 (including any Reduction Shares and Excess Shares)

shall remain subject to this Warrant, this Warrant shall remain outstanding and exercisable with respect to such Warrant Shares in accordance

with its terms, and no exercise or attempted exercise that is limited or deemed null and void by reason of this Section 11 shall cause

this Warrant or any portion hereof to lapse, terminate or be cancelled. By written notice to the Company, a Holder of this Warrant may

from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99% specified in such notice;

provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the

Company, (ii) any decrease in the Maximum Percentage will be effective immediately upon delivery of such notice to the Company, (iii)

any such increase or decrease will apply only to the Holder delivering such notice and not to any other holder of a warrant issued upon

transfer of all or any portion of this Warrant (whose Maximum Percentage shall be 9.99%, or such lower percentage as it elects under this

Section 11(a), unless and until changed by it in accordance with this sentence) and (iv) no such change shall negatively affect any partial

exercise effected prior to such change.

Ex A-10

(b) This

Section 11 shall not restrict the number of shares of Common Stock which a Holder or the Attribution Parties may receive or beneficially

own in order to determine the amount of securities or other consideration that such Holder or the Attribution Parties may receive in the

event of a Fundamental Transaction as contemplated in Section 9(d) of this Warrant. For purposes of clarity, the shares of Common

Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned

by the Holder or the Attribution Parties for any purpose including for purposes of Section 13(d) of the Exchange Act and the rules promulgated

thereunder or Section 16 of the Exchange Act and the rules promulgated thereunder, including Rule 16a-1(a)(1). No prior inability to exercise

this Warrant pursuant to this Section 11 shall have any effect on the applicability of the provisions of this Section 11 with respect

to any subsequent determination of exercisability. The provisions of this Section 11 shall be construed and implemented in a manner otherwise

than in strict conformity with the terms of this Section 11 to the extent necessary to correct this Section 11 or any portion thereof

which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 11 or to make

changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 11

may not be waived or amended (whether pursuant to Section 15(d) or otherwise) other than by an increase or decrease of the Maximum Percentage

effected in accordance with Section 11(a), and shall apply to a successor holder of this Warrant. Nothing in this Section 11 or in the

definition of Attribution Parties shall constitute an admission by the Holder or any other Person that it is the beneficial owner of any

securities held by any other Person or that it is a member of a Group with any other Person.

12. No

Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any

fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the next whole

number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale Price) for any such fractional shares.

13. Notices.

Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing

and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered

via confirmed e-mail at the e-mail address specified in this Section 13 prior to 5:30 P.M., New York City time, on a Trading Day, (ii)

the next Trading Day after the date of transmission, if such notice or communication is delivered via confirmed e-mail at the e-mail address

specified in this Section 13 on a day that is not a Trading Day or later than 5:30 P.M., New York City time, on any Trading Day, (iii)

the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service specifying next business day

delivery, or (iv) upon actual receipt by the Person to whom such notice is required to be given, if by hand delivery. Notices to the Company

shall be addressed to [NEW PUBCO NAME], [address], Attention: [●], e-mail: [●] (with a copy, which shall not constitute notice,

to [●]), or to such other address or e-mail address as the Company may specify by written notice to the Holder. Notices to the Holder

shall be addressed to the address or e-mail address of the Holder set forth in the Warrant Register (or, if more recent, in the Holder’s

most recent Exercise Notice or instrument of assignment), or to such other address or e-mail address as the Holder may specify by written

notice to the Company.

14. Warrant

Agent. The Company shall initially serve as warrant agent under this Warrant. Upon 30 days’ notice to the Holder, the Company

may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting

from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new

warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent

under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant

agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

Ex A-11

15. Miscellaneous.

(a) No

Rights as a Stockholder. Except as otherwise set forth in this Warrant, the Holder, solely in such Person’s capacity as a holder

of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of capital stock of the Company for any purpose,

nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder

of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action

(whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise),

receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant

Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant

shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or

as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

(b) Further

Assurances. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without

limitation, amending its certificate or articles of incorporation or through any reorganization, transfer of assets, consolidation, merger,

dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of

the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such

actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting

the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor

upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order

that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant, and (c)

use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction

thereof as may be necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would

result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable, the Company shall obtain all such authorizations

or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

and Assigns. Subject to compliance with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may not

be assigned by the Company without the written consent of the Holder, except to a successor in the event of a Fundamental Transaction.

This Warrant shall be binding on and inure to the benefit of the Company and the Holder and their respective successors and assigns. Subject

to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any

legal or equitable right, remedy or cause of action under this Warrant.

(d) Amendment

and Waiver. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and assigns. Except

as otherwise provided herein, the Company may take any action herein prohibited, or omit to perform any act herein required to be performed

by it, only if the Company has obtained the written consent of the Holder.

(e) Subscription

Agreement; Other Agreements. This Warrant is issued pursuant to the Subscription Agreement. In the event of an irreconcilable conflict

between this Warrant and the Subscription Agreement with respect to the initial number of Warrant Shares or the consideration payable

for this Warrant, the Subscription Agreement shall control. Following issuance, the exercise mechanics and rights of the Holder under

this Warrant shall be governed by this Warrant. Transfer restrictions and registration rights applicable to this Warrant or the Warrant

Shares shall be governed by this Warrant and the Subscription Agreement.

Ex A-12

(f) Governing

Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED

BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW

THEREOF. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE

OF DELAWARE (OR, IF THE COURT OF CHANCERY OF THE STATE OF DELAWARE DECLINES TO ACCEPT OR LACKS JURISDICTION, THE SUPERIOR COURT OF THE

STATE OF DELAWARE OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE), FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR

IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF THIS

WARRANT), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY

SUBJECT TO THE JURISDICTION OF ANY SUCH COURT. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS

AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL

OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT AND AGREES THAT SUCH SERVICE

SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY

ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

(g) Counterparts;

Electronic Signatures. This Warrant and any amendment, assignment or exercise notice may be executed in counterparts and by electronic

signature, each of which shall be deemed an original and all of which together constitute one instrument.

(h) Headings.

The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any

of the provisions hereof.

(i) Severability.

If any part or provision of this Warrant is held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction,

the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent possible, the original

business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Warrant shall remain binding upon

the parties hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Ex A-13

IN WITNESS WHEREOF, the Company

has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

[NEW PUBCO NAME]

By:

Name:

Title:

Ex A-14

Schedule 1

FORM OF EXERCISE NOTICE

[To be executed by the Holder to purchase shares

of Common Stock under the Warrant]

Ladies and Gentlemen:

(1) The undersigned is the Holder of Warrant No. __ (the “Warrant”)

issued by [NEW PUBCO NAME], a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined

herein have the respective meanings set forth in the Warrant.

(2) The undersigned hereby exercises its right to purchase _____ Warrant

Shares pursuant to the Warrant.

(3) The Holder intends that payment of the Exercise Price shall be

made as (check one):

☐

Cash Exercise

☐

“Cashless Exercise” under Section 10 of the Warrant

(4) If the Holder has elected a Cash Exercise, the Holder shall pay

the sum of $ _____ in immediately available funds to the Company in accordance with the terms of the Warrant.

(5) Pursuant to this Exercise Notice, the Company shall deliver to

the Holder Warrant Shares determined in accordance with the terms of the Warrant. The Warrant Shares shall be delivered (check one):

☐

to the following DWAC Account Number: _______________________________

☐

in book-entry form via a direct registration system

☐

by physical delivery of a certificate to:

______________________________________________________

_______________________________________________________

☐

in restricted book-entry form in the Company’s share register

(6) By its delivery of this Exercise Notice, the undersigned represents

and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder (i) if the Holder has elected a Cash Exercise,

is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended and (ii) will

not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities

Exchange Act of 1934, as amended) permitted to be owned under Section ‎11(a) of the Warrant to which this notice

relates.

Dated:

Name of Holder:

By:

Name:

Title:

(Signature must conform in all respects to name

of Holder as specified on the face of the Warrant)

Sch I-1

Schedule 2

FORM OF ASSIGNMENT

[To be completed and signed only upon transfer

of the Warrant]

FOR VALUE RECEIVED (or, in the case of a Permitted Distribution, without

consideration), the undersigned hereby sells, assigns and transfers unto ______________________________________________ (the “Transferee”)

the right represented by the within Pre-Funded Warrant to Purchase Common Stock (the “Warrant”) to purchase __________ shares

of common stock, par value $0.0001 per share, of [NEW PUBCO NAME] (the “Company”), to which the within Warrant relates, and

appoints ______________________________________________ as attorney-in-fact to transfer said right on the books of the Company with full

power of substitution and re-substitution in the premises.

By accepting this assignment, the Transferee hereby (i) represents

and warrants that it is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933,

as amended, (ii) acknowledges and agrees that it has reviewed the Warrant and accepts and agrees to all of the terms and conditions thereof,

including without limitation the restrictions on transfer contained therein, and (iii) represents and warrants that the transfer complies

with all applicable securities laws and the restrictions set forth in the Subscription Agreement and the Warrant.

[The Transferee elects a Maximum Percentage (as defined in the Warrant)

of 4.99%.]

Dated: ______________

Name of Assignor: ______________________________________________

Signature of Assignor: ______________________________________________

Address of Assignor: ______________________________________________

______________________________________________

Name of Transferee: ______________________________________________

Address of Transferee: ______________________________________________

______________________________________________

Accepted and Agreed:

[TRANSFEREE NAME]

By:

Name:

Title:

(Signatures must conform in all respects to names

as specified on the face of the Warrant and this Form of Assignment)

Sch II-1

EX-10.3 — FORM OF SUPPORT AGREEMENT

EX-10.3

Filename: ea030895401ex10-3.htm · Sequence: 5

Exhibit 10.3

Execution

Version

COMPANY SUPPORT AGREEMENT

This COMPANY SUPPORT AGREEMENT

(this “Agreement”) is entered into as of October 25, 2026, by and between Amanat Acquisition Corp,

a Cayman Islands exempted company (“SPAC”) and Corxel Pharmaceuticals Limited, a Cayman Islands exempted company

(“Stockholder”). Each of SPAC and Stockholder are sometimes referred to herein individually as a “Party”

and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings

ascribed to them in the Business Combination Agreement (as defined herein).

RECITALS

WHEREAS, Stockholder

is the record and beneficial owner of 100 shares of common stock, par value $0.001 per share, of Corxel Pharmaceuticals, Inc., a Delaware

corporation (the “Company”), which represents all of the issued and outstanding Company Shares as of the date

hereof;

WHEREAS, the holders

of the requisite number of issued and outstanding equity interests of Stockholder have duly authorized and approved the execution, delivery

and performance by Stockholder of this Agreement and Stockholder’s entry into the Business Combination Agreement and the consummation

by Stockholder of the transactions contemplated hereby and thereby, in each case in accordance with applicable Cayman Islands Law and

Stockholder’s Governing Documents;

WHEREAS, SPAC, Merger

Sub, Stockholder, and the Company have entered into (or are entering into concurrently herewith) that certain Business Combination Agreement

(as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination

Agreement”), pursuant to which, among other things, (i) Merger Sub will merge with and into the Company, with the Company

continuing as the surviving corporation and a wholly-owned subsidiary of SPAC (the “Merger”), together with

any other merger, reorganization or similar steps contemplated by the Business Combination Agreement; and (ii) each Company Share will

be converted into the right to receive SPAC Shares (and, at Stockholder’s election, Pre-Funded Warrants), in each case, on the terms

and subject to the conditions set forth in the Business Combination Agreement;

WHEREAS, in consideration

for the benefits to be received by Stockholder under the terms of the Business Combination Agreement and as a material inducement to SPAC

agreeing to enter into and consummate the transactions contemplated by the Business Combination Agreement, Stockholder agrees to enter

into this Agreement and to be bound by the agreements, covenants and obligations contained in this Agreement; and

WHEREAS, the Parties

acknowledge and agree that SPAC would not have entered into and agreed to consummate the transactions contemplated by the Business Combination

Agreement without Stockholder entering into this Agreement and agreeing to be bound by the agreements, covenants and obligations contained

in this Agreement.

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:

AGREEMENT

1. Company

Stockholder Consent and Related Matters.

(a) Unless

this Agreement is validly terminated in accordance with Section 5, as promptly as reasonably practicable (and in any event within

two (2) Business Days) following the date on which the Registration Statement / Proxy Statement is declared effective under the Securities

Act, Stockholder shall duly execute and deliver to the Company in respect of its Company Shares, the Company Stockholder Written Consent

adopting the Business Combination Agreement and approving the transactions contemplated thereby (including the Merger), the Ancillary

Documents to which the Company is or will be a party and the transactions contemplated thereby, as contemplated by and in accordance with

Section 5.13(b) of the Business Combination Agreement.

(b) Without

limiting the generality of Section 1(a), during the period beginning on the date of this Agreement and ending on the valid termination

of this Agreement in accordance with Section 5, Stockholder shall vote (or cause to be voted) at any meeting of the stockholders

of the Company (including any adjournment or postponement), however called, and in any action by written resolution of the stockholders

of the Company, at which the Business Combination Agreement and other related agreements (or any amended version thereof) or such other

related actions, are submitted for the consideration of the stockholder of the Company, all of its Company Shares held as of such record

date:

(i) in

favor of: (A) the approval and adoption of the Business Combination Agreement; and (B) the Merger and the other transactions contemplated

by the Business Combination Agreement, including the Ancillary Documents and all other agreements related thereto to which the Company

is a party; and

(ii) against:

(A) any Company Acquisition Proposal; and (B) any other matter, action, transaction, agreement or proposal that is intended, or would

reasonably be expected, to result in any condition to Closing set forth in Article 6 of the Business Combination Agreement not being satisfied

or otherwise frustrate, impede, hinder, interfere with, prevent or delay the consummation of the Merger or the other transactions contemplated

by the Business Combination Agreement.

the avoidance of doubt, in the event that (i) any Company Shares are issued to Stockholder after the date of this Agreement pursuant to

any share dividend, share split, recapitalization, reclassification, combination or exchange of Company Shares of, on or affecting the

Company Shares owned by Stockholder or otherwise, (ii) Stockholder purchases or otherwise acquires beneficial ownership of any Company

Shares after the date of this Agreement, or (iii) Stockholder acquires the right to vote or share in the voting of any Company Shares

after the date of this Agreement (such Company Shares or other equity securities of the Company, collectively the “New Securities”),

then such New Securities acquired or purchased by Stockholder shall be subject to the terms of this Agreement (including with respect

to the voting and proxy requirements set forth in this Section 1) to the same extent as if they constituted Company Shares owned by Stockholder

as of the date of this Agreement.

(d) Without

limiting any other rights or remedies of SPAC, during the period beginning on the date of this Agreement and ending on the valid termination

of this Agreement in accordance with Section 5, Stockholder hereby irrevocably appoints SPAC or any individual designated by SPAC

as Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for the purposes of complying

with its obligations hereunder in accordance with the laws of the State of Delaware and on Stockholder’s behalf, for and in the

name, place and stead of Stockholder, to attend on behalf of Stockholder any meeting of Stockholder with respect to the matters described

in Section 1(a)-(b), to include the Company Shares in any computation for purposes of establishing a quorum at any such meeting of Stockholder,

to vote (or cause to be voted) the Company Shares or consent (or withhold consent) with respect to any of the matters described in Section

1(b) in connection with any meeting of Stockholder or any action by written consent by Stockholder (including the Company Stockholder

Written Consent), in each case, in the event that Stockholder fails to provide its consent or vote its Company Shares in accordance with

Section 1(a)-(b) or perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a)-(b).

(e) The

proxy granted by Stockholder pursuant to Section 1(d) is coupled with an interest sufficient in law to support an irrevocable proxy and

is granted in consideration for SPAC entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated

thereby. Stockholder authorizes such attorney-in-fact and proxy to substitute any other Person to act hereunder, to revoke any substitution

and to file this proxy and any substitution or revocation with the Secretary of the Company. The proxy granted by Stockholder pursuant

to Section 1(d) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by

Stockholder and Stockholder hereby revokes any and all prior proxies granted by Stockholder with respect to its Company Shares. The vote

or consent of the proxyholder in accordance with Section 1(d) and with respect to the matters in Section 1(a)-(b) shall control in the

event of any conflict between such vote or consent by the proxyholder of the Company Shares and a vote or consent by Stockholder of its

Company Shares (or any other Person with the power to vote of such Company Shares) with respect to the matters in Section 1(a)-(b). The

proxyholder may not exercise the proxy granted pursuant to Section 1(d) on any matter except those provided in Section 1(a)-(b). For the

avoidance of doubt, Stockholder may vote its Company Shares on all other matters, subject to, for the avoidance of doubt, the other applicable

covenants, agreements and obligations set forth in this Agreement. Stockholder hereby affirms that the irrevocable proxy is coupled with

an interest and may under no circumstances be revoked and that such irrevocable proxy is executed and intended to be irrevocable. Notwithstanding

any other provision of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this

Agreement in accordance with Section 5. Stockholder agrees not to grant any proxy that conflicts or is inconsistent with the proxy granted

to SPAC in this Agreement.

(f) SPAC

acknowledges and agrees that nothing contained in this Agreement shall be deemed to vest in any SPAC Party any direct or indirect ownership

or incidence of ownership of or with respect to the Company Shares of the Stockholder. All rights, ownership and economic benefits of

and relating to the Company Shares of the Stockholder shall remain vested in and belong to the Stockholder, and SPAC shall have no authority

to direct the Stockholder in the voting or disposition of any of the Stockholder’s Company Shares, except as otherwise provided

herein.

2. Other

Acknowledgments and Agreements.

(a) Stockholder

acknowledges that it is a direct party to the Business Combination Agreement and, as such, is bound by and subject to Sections 5.3(a)

(Confidentiality), 5.4(a) (Public Announcements), 5.6(a) (Exclusive Dealing), and 8.18 (Trust Account Waiver)

of the Business Combination Agreement in accordance with its terms.

(b) Stockholder

acknowledges and agrees that SPAC is entering into the Business Combination Agreement in reliance upon Stockholder entering into this

Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations

contained in this Agreement, and but for Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise

comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, SPAC would not have entered into or

agreed to consummate the transactions contemplated by the Business Combination Agreement.

3. Stockholder

Representations and Warranties. Stockholder represents and warrants to SPAC, as of the date of this Agreement and as of immediately

prior to the Effective Time as though made at and as of such time, as follows; provided that any representation or warranty expressly

made as of a specified date shall be made only as of such specified date:

(a) Stockholder

is a Cayman Islands exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. Stockholder

has all requisite corporate power and authority to execute and deliver this Agreement and the Business Combination Agreement, to perform

its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and

performance by Stockholder of this Agreement and the Business Combination Agreement and the consummation by Stockholder of the transactions

contemplated hereby and thereby have been duly authorized and approved by Stockholder’s board of directors, the holders of the requisite

number of equity interests of Stockholder and all other Persons whose authorization, approval or consent is required under applicable

Law, Stockholder’s Governing Documents or any Contract binding upon Stockholder. All such authorizations, approvals and consents

remain in full force and effect and have not been amended, rescinded or revoked. Assuming the valid execution and delivery of the Company

and SPAC, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid, legal and binding obligation

of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the Enforceability Exceptions.

(b) No

consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of

Stockholder with respect to Stockholder’s execution, delivery or performance of its covenants, agreements or obligations under this

Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the

provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents,

approvals, authorizations, designations, declarations, waivers or filings pursuant to, in compliance with or required to be made under

the Exchange Act or in connection with the Restructuring and Distribution Matters or the absence of which would not adversely affect the

ability of Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material

respect.

of the execution or delivery of this Agreement by Stockholder, the performance by Stockholder of any of its covenants, agreements or obligations

under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate

to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby will, directly or

indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of Stockholder’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 any material Contract

to which Stockholder is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which Stockholder is bound

or (iv) result in the creation of any Lien upon its Company Shares (other than those arising under applicable securities laws, as would

not otherwise restrict the performance of Stockholder’s obligations pursuant to this Agreement, as created by this Agreement, the

Company’s Governing Documents), in each case, in a manner that could reasonably be expected to prevent or materially delay or impair

Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated by this Agreement.

(d) Stockholder

is the record and beneficial owner of its Company Shares and has valid, good and marketable title to its Company Shares, free and clear

of all Liens (other than transfer restrictions under applicable Securities Law or the Company’s Governing Documents). Except for

the 100 Company Shares owned by Stockholder as of the date of this Agreement, Stockholder does not own, beneficially or of record, any

other Equity Securities of the Company as of the date of this Agreement. Stockholder has the sole right to vote (and provide consent in

respect of, as applicable) its Company Shares and, except for this Agreement and the Business Combination Agreement, Stockholder is not

party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or

more events or developments (including the satisfaction or waiver of any conditions precedent)) require Stockholder to Transfer any of

its Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of its Company Shares.

(e) As

of the date of this Agreement, there is no Proceeding pending or, to Stockholder’s knowledge, threatened in writing against Stockholder

that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of Stockholder to perform, or otherwise

comply with, any of its covenants, agreements or obligations under this Agreement in any material respect.

(f) Stockholder,

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 SPAC and (ii) it has been furnished with or given access to such documents and information about SPAC 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 and the transactions contemplated hereby.

(g) Other

than as set forth on Schedule 3.5(g) attached hereto (collectively, the “Restructuring and Distribution Matters)

or as contemplated or permitted under the Business Combination Agreement, as of the date of this Agreement, there is no pending, proposed

or contemplated transaction, agreement or arrangement relating to the issuance, redemption, repurchase, Transfer, voting or encumbrance

of any equity interest of Stockholder, or any amendment to Stockholder’s Governing Documents or change in the composition or designation

rights of its board of directors or other governing body.

4. Transfer

Restrictions and Other Covenants

(a) Except

as expressly contemplated by the Business Combination Agreement or any lock-up agreement relating to the same, as may be required by Law

or an Order issued by a Governmental Entity or with the prior written consent of SPAC, from and after the date hereof until the termination

of this Agreement in accordance with Section 5, Stockholder agrees not to (a) Transfer any of its Company Shares or (b) enter into (i)

any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events) require Stockholder

to Transfer its Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of its Company

Shares. For purposes of this Agreement, “Transfer” means any (A) sale, offer to sell, contract or agreement

to sell, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of an option to purchase, or other disposition of an interest

in, the Stockholder’s Company Shares.

(b) Except

as contemplated or otherwise permitted by the Business Combination Agreement and in connection with the transactions contemplated therein,

as may be required by Law or an Order issued by a Governmental Entity or with the SPAC’s prior written consent, Stockholder shall

not, and shall not authorize, approve or permit, (i) the issuance, sale, redemption, repurchase, reclassification or other modification

of any equity interest of Stockholder (other than (A) Stockholder’s formation of Corxel Cayman II in connection with the Restructuring,

(B) Stockholder’s Convertible Note Financing, including the issuance of Stockholder’s shares of capital stock in connection

therewith, (C) Stockholder’s entry into a Debt Assumption and Repayment Agreement with the Company and Corxel Pharmaceuticals Hong

Kong Limited, (D) Stockholder’s amendments to its Governing Documents to effectuate the Restructuring and Distribution, (E) Stockholder’s

grant of equity under the Parent Equity Plan to Stockholder’s service providers in the ordinary course of business and as permitted

under the Business Combination Agreement), (ii) any amendment, waiver or modification of Stockholder’s Governing Documents or any

Contract relating to the ownership, voting, governance or control of Stockholder, other than as required pursuant to the Distribution

or (iii) any change in the composition of, or the appointment, removal or designation rights relating to, Stockholder’s board of

directors or other governing body, other than as contemplated by the Ninth Amended and Restated Memorandum and Articles of Association.

shall promptly, and in any event within two (2) Business Days after obtaining knowledge thereof, notify SPAC in writing of (a) any fact,

event, circumstance or proposed action that has caused or would reasonably be expected to cause any representation or warranty of Stockholder

contained in this Agreement to be untrue or inaccurate in any material respect or (b) any actual or to the knowledge of Stockholder, threatened

breach of this Agreement. No notice or update delivered pursuant to this Section shall cure any breach of this Agreement or otherwise

affect any right or remedy of SPAC unless SPAC expressly agrees otherwise in writing.

5. Termination.

This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio, upon the earlier

of (a) the Effective Time, (b) the termination of the Business Combination Agreement in accordance with its terms and (c) the mutual written

agreement of SPAC and Stockholder. Upon termination of this Agreement as provided in the immediately preceding sentence, neither of the

Parties shall have any further obligations or liabilities under, or with respect to, this Agreement; provided, however, that the termination

of this Agreement shall not affect any liability on the part of any Party for a Willful Breach of any covenant or agreement set forth

in this Agreement prior to such termination or for Fraud. The representations, warranties, covenants and agreements contained in this

Agreement and in any certificate or other writing delivered pursuant hereto shall not survive the termination of this Agreement; provided

that the provisions set forth in Sections 8 through 11 shall survive the termination of this Agreement.

6. Entire

Agreement. This Agreement, the Business Combination Agreement and the documents referred to herein and therein constitute the entire

agreement of the Parties with respect to the subject matter of this Agreement, and supersede all prior agreements and undertakings, both

written and oral, among the Parties with respect to the subject matter of this Agreement, except as otherwise expressly provided in this

Agreement.

7. Amendments

and Waivers; Assignment. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in

writing and signed by Stockholder and SPAC. Notwithstanding the foregoing, no failure or delay by any Party in exercising any right hereunder

shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other

right hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assignable by Stockholder without

SPAC’s prior written consent (to be withheld or given in its sole discretion).

8. Fees

and Expenses. Except as otherwise expressly set forth in the Business Combination Agreement, all fees and expenses incurred in connection

with this Agreement and the transactions contemplated hereby, including the fees and disbursements of counsel, financial advisors and

accountants, shall be paid by the Party incurring such fees or expenses.

9. 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 either Party does not perform its respective obligations under the provisions of this

Agreement in accordance with its specific terms or otherwise breaches such provisions. It is accordingly agreed that each Party shall

be entitled to 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 Party 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.

10. No

Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and permitted

assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors and assigns,

any legal or equitable right, benefit or remedy of any nature whatsoever by reason of this Agreement. Nothing in this Agreement, expressed

or implied, is intended to or shall constitute the Parties as partners or participants in a joint venture.

11. Miscellaneous.

Sections 8.1 (Non-Survival), 8.4 (Notices), 8.5 (Governing Law), 8.7 (Construction; Interpretation), 8.10 (Severability), 8.11 (Counterparts;

Electronic Signatures), 8.15 (Waiver of Jury Trial) and 8.16 (Submission to Jurisdiction) of the Business Combination Agreement are incorporated

herein by reference and shall apply to this Agreement, mutatis mutandis.

[Signature page follows]

IN WITNESS WHEREOF, the Parties

have executed and delivered this Company Support Agreement as of the date first above written.

AMANAT ACQUISITION CORP

By:

/s/ Nicholas Fernandez

Name:

Nicholas Fernandez

Title:

Chief Financial Officer

CORXEL PHARMACEUTICALS LIMITED

By:

/s/ Yanping Mou

Name:

Yanping Mou

Title:

Chief Executive Officer

EX-10.4 — FORM OF INVESTOR RIGHTS AGREEMENT

EX-10.4

Filename: ea030895401ex10-4.htm · Sequence: 6

Exhibit 10.4

FORM OF INVESTOR RIGHTS AGREEMENT

THIS INVESTOR RIGHTS AGREEMENT

(this “Agreement”) is dated as of [●], 2026,

and is entered into by and among [●], a Delaware corporation (“AMAN”) (formerly known as Amanat Acquisition Corp,

a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), Amanat Sponsor Holdings LLC, a Delaware limited

liability company (the “Sponsor”), certain existing holders of membership interests in the Sponsor, as set forth on

Schedule I hereto (the “AMAN Existing Investors”), Corxel Pharmaceuticals Limited, a Cayman Islands exempted company

(“Corxel Cayman”), being a former shareholder of Corxel Pharmaceuticals, Inc. (the “Company” or “Corxel

US”), and other persons and entities (collectively with the Sponsor, the AMAN Existing Investors, Corxel Cayman and any person or

entity that hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and

each, a “Holder”). Capitalized terms used but not otherwise defined herein shall have the meanings given such terms

in the Business Combination Agreement (as defined below).

RECITALS

WHEREAS, AMAN, the

Sponsor, and the AMAN Existing Investors are parties to that certain Registration Rights Agreement, dated as of May 18, 2026 (the “Original

RRA”);

WHEREAS, AMAN is a

party to that certain Business Combination Agreement, dated as of [●], 2026 (as it may be further amended, restated, supplemented

or otherwise modified from time to time, the “Business Combination Agreement”), by and among AMAN, Cairo Merger Sub,

Inc. a Delaware corporation and a direct, wholly owned subsidiary of AMAN (”Merger Sub”), and the Company, pursuant

to which, on [●], 2026, AMAN deregistered from the Register of Companies

in the Cayman Islands and transferred by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate

to and domesticate as a Delaware corporation (the “Domestication”), and on [●],

2026, Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of AMAN;

WHEREAS, at least

one day prior to the Closing Date, pursuant to the Business Combination Agreement, AMAN shall cause each Class A ordinary share of a par

value of $0.0001 each, Class B ordinary share of a par value of $0.0001 each, and preference share of a par value of $0.0001 each of AMAN

that is issued and outstanding immediately prior to the Domestication (for the avoidance of doubt, after effecting the AMAN Shareholder

Redemptions) to be converted into one share of common stock, par value $0.0001 per share, of AMAN (“AMAN Shares”);

WHEREAS, on the Closing

Date, following the Domestication, (a) Merger Sub will merge with and into the Company (the “Merger”), with the Company

as the surviving company in the Merger and, after giving effect to the Merger, the Company will be a wholly-owned Subsidiary of AMAN,

and (b) each Company Share will be automatically converted as of the Effective Time into the right to receive a portion of the Aggregate

Transaction Share Consideration, in each case, on the terms and subject to the conditions set forth in the Business Combination Agreement;

WHEREAS, on the date

of this Agreement, certain investors purchased an aggregate of [●] AMAN Shares (the “PIPE Shares“) and [●]

pre-funded warrants (the “PIPE Pre-Funded Warrants”) exercisable for an aggregate of up to [●] AMAN Shares (the

“PIPE Pre-Funded Warrant Shares,” and together with the PIPE Shares and PIPE Pre-Funded Warrants, the “PIPE

Securities”) in a transaction exempt from registration under the Securities Act pursuant to the respective Investor Subscription

Agreements, each dated as of [●], 2026, entered into by and between AMAN and each of such investors (the “PIPE Investment”);

WHEREAS, pursuant

to Section 5.5 of the Original RRA, compliance with any of the provisions, covenants and conditions set forth in the Original RRA may

be waived, or any of such provisions, covenants or conditions may be amended or modified upon the written consent of AMAN and the Holders

(as defined in the Original RRA) of at least a majority in interest of the Registrable Securities (as defined in the Original RRA) at

the time in question;

WHEREAS, AMAN, the

Sponsor, and the AMAN Existing Investors desire to amend and restate the Original RRA in its entirety and enter into this Agreement, pursuant

to which AMAN shall grant the Holders certain registration rights with respect to certain securities of AMAN, as set forth in this Agreement;

and

WHEREAS, in connection

with the transactions contemplated by the Business Combination Agreement, the parties hereto wish to set forth herein certain understandings

between such parties with respect to restrictions on the transfer of the AMAN Shares acquired pursuant to the terms of the Business Combination

Agreement.

NOW, THEREFORE, in

consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE

DEFINITIONS

1.1 Definitions.

The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure”

means any public disclosure of material non-public information that, in the good faith judgment of the Chief Executive Officer or Chief

Financial Officer of AMAN or the AMAN Board, in each case, after consultation with counsel to AMAN, (a) would be required to be made in

any Registration Statement or Prospectus so that the applicable Registration Statement or Prospectus would 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 contained therein

not misleading (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were

made), (b) would not be required to be made at such time if the Registration Statement were not being filed, declared effective, or used,

as the case may be, and (c) AMAN has a bona fide business purpose for not making such information public.

“Agreement”

shall have the meaning given in the Preamble hereto.

“AMAN”

shall have the meaning given in the Preamble hereto and includes AMAN’s successors by recapitalization, merger, consolidation, spin-off,

reorganization or similar transaction.

“AMAN Board”

shall mean the Board of Directors of AMAN.

“AMAN Existing Investors”

shall have the meaning given in the Preamble hereto.

“AMAN Shares”

shall have the meaning given in the Recitals hereto.

“Block Trade”

shall have the meaning given in Section 2.4.1.

“Business Combination

Agreement” shall have the meaning given in the Recitals hereto.

“Business Day”

shall mean any day other than a Saturday, Sunday or any day on which commercial banks in New York, New York are authorized or required

by Law to close.

“Closing”

shall have the meaning given in the Business Combination Agreement.

“Closing Date”

shall have the meaning given in the Business Combination Agreement.

“Commission”

shall mean the U.S. Securities and Exchange Commission.

“Corxel Cayman”

shall have the meaning given in the Preamble hereto.

“Corxel US”

shall have the meaning given in the Preamble hereto.

“Demanding Holder”

shall have the meaning given in Section 2.1.4.

“Domestication”

shall have the meaning given in the Preamble hereto.

“Exchange Act”

shall mean the Securities Exchange Act of 1934, as it may be amended from time to time, and the rules and regulations of the Commission

promulgated thereunder.

“Form S-1 Shelf”

shall have the meaning given in Section 2.1.1.

“Form S-3 Shelf”

shall have the meaning given in Section 2.1.1.

“Holder Information”

shall have the meaning given in Section 4.1.2.

“Holders”

shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.

“Lock-up Period”

shall mean, for Holders who signed those certain lock-up agreements dated as of [●], 2026, the period beginning on the Closing Date

and ending six months after the Closing Date.

“Maximum Number

of Securities” shall have the meaning given in Section 2.1.5.

“Merger”

shall have the meaning given in the Recitals hereto.

“Merger Sub”

shall have the meaning given in the Recitals hereto.

“Minimum Takedown

Threshold” shall have the meaning given in Section 2.1.4.

“Misstatement”

shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement

or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light

of the circumstances under which they were made) not misleading.

“Original RRA”

shall have the meaning given in the Recitals hereto.

“Other Coordinated

Offering” shall have the meaning given in Section 2.4.1.

“Permitted Transferees”

shall mean (a) persons to whom a holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration

of the applicable Lock-up Period pursuant to the applicable lock-up agreement, (b) any shareholder of Corxel Cayman that receives AMAN

Shares or BCA Pre-Funded Warrants (as defined below) pursuant to a dividend or distribution by, or an exchange with or redemption by,

Corxel Cayman (each, a “Distributee”),

(c) with respect to any Distributee, (i) its affiliates, (ii) any funds, accounts and investment vehicles managed, advised or controlled

by such Distributee, by any of its affiliates, by any person that directly or indirectly controls such Distributee (including any person

serving as its sole director, manager, managing member, general partner or investment manager) or by any entity controlled by any such

person, and (iii) any direct or indirect equityholder (whether an entity or a natural person, and including members, partners and shareholders)

of such Distributee or of any person described in clause (i) or (ii) of this definition that receives Registrable Securities pursuant

to an in-kind distribution or similar transfer by such Distributee or such person to its equityholders in their capacities as such, and

(d) any Permitted Transferee of any Permitted Transferee.

“Piggyback Registration”

shall have the meaning given in Section 2.2.1.

“Prospectus”

shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended

by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security”

shall mean (a) any outstanding AMAN Shares held by a Holder following the Closing that are issued in connection with the transactions

contemplated by the Business Combination Agreement and the PIPE Investment, including, for the avoidance of doubt, any AMAN Shares (i)

issued in connection with the Domestication, (ii) issued as Aggregate Transaction Share Consideration and (iii) that are PIPE Securities;

(b) any AMAN Shares that may be acquired by a Holder upon the exercise, conversion or redemption of any other security of AMAN or other

right to acquire AMAN Shares held by a Holder following the Closing that are issued or distributable in connection with the transactions

contemplated by the Business Combination Agreement, including, for the avoidance of doubt, the AMAN Shares issued or issuable upon the

exercise of any equity awards of AMAN held by a Holder immediately following the Closing and the AMAN Shares issued or issuable upon exercise

of any pre-funded warrants issued pursuant to the Business Combination Agreement (the “BCA Pre-Funded Warrants,” and

together with the PIPE Pre-Funded Warrants, the “Pre-Funded Warrants”); (c) any outstanding AMAN Shares and AMAN Shares

issued or issuable upon the exercise of any other equity security of AMAN acquired by a Holder following the date hereof to the extent

that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate”

(as defined in Rule 144) of AMAN; and (d) any other equity security of AMAN or any of its subsidiaries issued or issuable with respect

to any securities referenced in clause (a), (b) or (c) above by way of a stock dividend or stock split or in connection with a recapitalization,

merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security,

such security shall cease to be a Registrable Security upon the earliest to occur of: (A) a Registration Statement with respect to the

sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed

of or exchanged in accordance with such Registration Statement by the applicable Holder; (B)(i) such securities shall have been otherwise

transferred (other than to a Permitted Transferee), (ii) new certificates for such securities not bearing (or book entry positions not

subject to) a legend restricting further transfer shall have been delivered by AMAN and (iii) subsequent public distribution of such securities

shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities

may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume or

other restrictions or limitations including as to manner or timing of sale); and (E) such securities have been sold to, or through, a

broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration”

shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, Prospectus

or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,

and such registration statement becoming effective.

“Registration Expenses”

shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all

registration, listing and filing fees, including fees with respect to filings required to be made with the Financial Industry Regulatory

Authority, Inc. and any national securities exchange on which the AMAN Shares are then listed;

(B) fees

and expenses of compliance with securities or blue sky laws (including reasonable and documented fees and disbursements of outside counsel

for the Underwriters in connection with blue sky qualifications of Registrable Securities);

messenger, telephone and delivery expenses;

(D) reasonable

fees and disbursements of counsel for AMAN;

(E) reasonable

fees and disbursements of all independent registered public accountants of AMAN incurred specifically in connection with such Registration;

and

(F) in

an Underwritten Offering or Other Coordinated Offering, reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest

of the Demanding Holders, up to $100,000 in the aggregate.

“Registration Statement”

shall mean any registration statement that covers Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus

included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement,

and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holders”

shall have the meaning given in Section 2.1.5.

“Securities Act”

shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Shelf”

shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.

“Shelf Registration”

shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant

to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“Shelf Takedown”

shall mean any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

“Sponsor”

shall have the meaning given in the Preamble hereto.

“Subsequent Shelf

Registration Statement” shall have the meaning given in Section 2.1.2.

“Transfer”

shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, gift, hypothecate, place a lien on, pledge, lend,

assign, 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 security,

(b) deposit of any AMAN Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney

with respect thereto that is inconsistent with this Agreement, (c) engagement in any hedging or other transaction or arrangement (including,

without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward,

swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could

be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned),

or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any AMAN Shares, whether

any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of AMAN Shares or other securities,

in cash or otherwise, or (d) public announcement of any intention to effect any transaction specified in clauses (a)–(c).

“Underwriter”

shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such

dealer’s market-making activities.

“Underwritten Offering”

shall mean a Registration in which securities of AMAN are sold to an Underwriter in a firm commitment underwriting for distribution to

the public.

“Withdrawal Notice”

shall have the meaning given in Section 2.1.6.

ARTICLE

REGISTRATIONS AND OFFERINGS

2.1 Shelf

Registration.

2.1.1 Filing.

(a) Within

forty-five (45) calendar days following the Closing Date (the “Filing Deadline”), AMAN shall submit to or file with

the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration

Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if AMAN is then eligible to use a Form S-3 Shelf,

in each case, covering the resale of all the Registrable Securities (determined as of two (2) Business Days prior to such submission or

filing) (including, for the avoidance of doubt, the AMAN Shares issuable upon exercise of the Pre-Funded Warrants) on a delayed or continuous

basis as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect)

and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof,

but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the Commission notifies AMAN that it will “review”

the Registration Statement) following the earlier of (A) the filing of the Registration Statement and (B) the Filing Deadline, and (ii)

the 7th Business Day after the date AMAN is notified (orally or in writing, whichever is earlier) by the Commission that the Registration

Statement will not be “reviewed” or will not be subject to further review by the Commission (such deadline the “Effectiveness

Deadline”); provided, that if the Filing Deadline or Effectiveness Deadline falls on a Saturday, Sunday or other day that the

Commission is closed for business, the Filing Deadline or Effectiveness Deadline, as the case may be, shall be extended to the next Business

Day on which the Commission is open for business; provided, further, however, that AMAN's obligations to include the Registrable

Securities in the Registration Statement are contingent upon the Holder furnishing in a completed questionnaire in customary form to AMAN

that contains the information required by Commission rules for a Registration Statement regarding the Holder, the securities of AMAN held

by the Holder as shall be reasonably requested by AMAN to effect the registration of the Registrable Securities, and shall execute such

documents in connection with such registration as AMAN may reasonably request that are customary of a selling stockholder in similar situations.

If the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number

of Business Days on which the Commission remains closed. Such Shelf shall provide for the resale of the Registrable Securities included

therein pursuant to any method or combination of methods legally available (the “Plan of Distribution”) to, and requested

by, any Holder named therein. AMAN shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission

such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available

for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions

of the Securities Act until such time as there are no longer any Registrable Securities. In the event AMAN files a Form S-1 Shelf, AMAN

shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form

S-3 Shelf as soon as practicable after AMAN is eligible to use Form S-3. AMAN's obligation under this Section 2.1.1, shall, for the avoidance

of doubt, be subject to Section 3.4. Any failure by AMAN to file the Registration Statement by the Filing Deadline or to cause

the effectiveness of such Registration Statement by the Effectiveness Deadline shall not otherwise relieve AMAN of its obligations to

file or cause the effectiveness of the Registration Statement as set forth above in this Section 2.1. Upon notification by the

Commission that any Registration Statement has been declared effective by the Commission, and within two (2) Business Days thereafter,

AMAN shall file the final prospectus under Rule 424 of the Securities Act. Upon any dividend or distribution by Corxel Cayman of Registrable

Securities (including BCA Pre-Funded Warrants) to its shareholders, or any transfer of Registrable Securities by Corxel Cayman to one

or more of its shareholders pursuant to an exchange or redemption arrangement, or any subsequent in-kind distribution or similar transfer

of Registrable Securities by a Distributee or any of its Permitted Transferees to their respective equityholders, AMAN shall, within ten

(10) Business Days after receipt of notice thereof and the applicable Holder Information from the Distributees or such Permitted Transferees,

file a prospectus supplement naming the Distributees or such Permitted Transferees as selling securityholders thereunder, and no such

filing shall constitute a request pursuant to Section 2.1.3 or a demand pursuant to Section 2.1.4.

(b) AMAN

will provide a copy of such portions of the draft of the Registration Statement that include a Holder’s information to such Holder

for review and comment at least two (2) Business Days in advance of filing the Registration Statement, provided, that, for the avoidance

of doubt, in no event shall AMAN be required to delay or postpone the filing of such Registration Statement as a result of or in connection

with a Holder’s review. With respect to the Holder’s information, AMAN shall request such information at least five (5) Business

Days prior to the anticipated initial filing date of the Registration Statement.

no event shall a Holder be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided,

that if the Commission requests that a Holder be identified as a statutory underwriter in the Registration Statement, such Holder will

have an opportunity to withdraw from the Registration Statement, it being understood that such withdrawal shall not relieve AMAN of its

obligation to register for resale the Registrable Securities at a later date.

2.1.2 Subsequent

Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities

are still outstanding, AMAN shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is reasonably

practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable efforts to

obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts

to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order

suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent

Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) Business Days

prior to such filing), and pursuant to the Plan of Distribution. If a Subsequent Shelf Registration Statement is filed, AMAN shall use

its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities

Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement

shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if AMAN is a well-known

seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination

date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named

therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time

as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent

that AMAN is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form.

AMAN’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.

2.1.3 Additional

Registration Statement(s). Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered

for resale on a delayed or continuous basis, AMAN, upon written request of such Holder at any time beginning 30 days prior to the expiration

of the Lock-Up Period (if applicable), shall promptly use its commercially reasonable efforts to cause the resale of such Registrable

Securities to be covered by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable

after such filing and such Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however,

that AMAN shall only be required to cause such additional Registrable Securities to be so covered twice per calendar year for the Sponsor,

and the AMAN Existing Investors, and six times for Corxel Cayman.

2.1.4 Requests

for Underwritten Offerings. Subject to Section 3.4, at any time and from time to time and beginning 30 days prior to the expiration

of the Lock-up Period (if applicable), the Sponsor or Corxel Cayman (any such Holder being in such case, a “Demanding Holder”)

may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf;

provided that AMAN shall only be obligated to effect an Underwritten Offering following the expiration of the Lock-Up Period (if applicable)

if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with

other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $15,000,000 (the “Minimum

Takedown Threshold”). All requests for Underwritten Offerings shall be made by giving written notice to AMAN, which shall specify

the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering. Subject to Section 2.4.4, the initial

Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally

recognized investment banks), subject to AMAN's prior approval (which shall not be unreasonably withheld, conditioned or delayed). The

(i) Sponsor may demand not more than two (2) Underwritten Offerings pursuant to this Section 2.1.4 in any twelve (12) month period, and

(ii) Corxel Cayman, may demand not more than two (2) Underwritten Offerings pursuant to this Section 2.1.4 in any twelve (12) month period,

for an aggregate of not more than four (4) Underwritten Offerings pursuant to this Section 2.1.4 in any twelve (12) month period. Notwithstanding

anything to the contrary in this Agreement, AMAN may effect any Underwritten Offering pursuant to any then effective Registration Statement,

including a Form S-3, that is then available for such offering.

2.1.5 Reduction

of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering, in good faith, advises AMAN, the

Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Offering (such

Holders, the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that

the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other AMAN Shares or other equity securities

that AMAN desires to sell and all other AMAN Shares or other equity securities, if any, that have been requested to be sold in such Underwritten

Offering pursuant to separate written contractual piggy-back registration rights held by any other stockholders, exceeds the maximum dollar

amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering

price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number

of such securities, as applicable, the “Maximum Number of Securities”), then AMAN shall include in such Underwritten

Offering, before including any AMAN Shares or other equity securities proposed to be sold by AMAN or by other holders of AMAN Shares or

other equity securities, (i) first, the Registrable Securities of the Demanding Holders that can be sold without exceeding the Maximum

Number of Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included

in such Underwritten Offering and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included

in such Underwritten Offering), (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing

clause (i), the Registrable Securities of the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities

that each Requesting Holder (if any) has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities

that all of the Requesting Holders have requested be included in such Underwritten Offering) that can be sold without exceeding the Maximum

Number of Securities, (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses

(i) and (ii), the AMAN Shares or other equity securities that AMAN desires to sell, which can be sold without exceeding the Maximum Number

of Securities, and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i),

(ii) and (iii), the AMAN Shares or other equity securities of persons other than Holders of Registrable Securities that AMAN is obligated

to register in a Registration pursuant to separate written contractual arrangements with such persons that can be sold without exceeding

the Maximum Number of Securities.

2.1.6 Withdrawal.

Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten

Offering, a majority-in-interest of the Demanding Holders initiating an Underwritten Offering shall have the right to withdraw from such

Underwritten Offering for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to AMAN and

the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Offering; provided that the Sponsor or

Corxel Cayman may elect to have AMAN continue an Underwritten Offering if the Minimum Takedown Threshold would still be satisfied by the

Registrable Securities proposed to be sold in the Underwritten Offering by the Sponsor, Corxel Cayman, or any of their respective Permitted

Transferees, as applicable. If withdrawn, a demand for an Underwritten Offering shall constitute a demand for an Underwritten Offering

by the withdrawing Demanding Holder for purposes of Section 2.1.4, unless such Demanding Holder reimburses AMAN for all Registration

Expenses with respect to such Underwritten Offering (or, if there is more than one Demanding Holder, a pro rata portion of such Registration

Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten

Offering); provided that, if the Sponsor, or Corxel Cayman elects to continue an Underwritten Offering pursuant to the proviso in the

immediately preceding sentence, such Underwritten Offering shall instead count as an Underwritten Offering demanded by the Sponsor or

Corxel Cayman, as applicable, for purposes of Section 2.1.4. Following the receipt of any Withdrawal Notice, AMAN shall promptly

forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Offering. Notwithstanding anything

to the contrary in this Agreement, AMAN shall be responsible for the Registration Expenses incurred in connection with an Underwritten

Offering prior to its withdrawal under this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses

pursuant to the second sentence of this Section 2.1.6.

2.2 Piggyback

Registration.

2.2.1 Piggyback

Rights. Subject to Section 2.4.3, if any Holder proposes to conduct a registered offering of, or if AMAN proposes to file a

Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations

exercisable or exchangeable for, or convertible into equity securities, for the account of stockholders of AMAN (or by AMAN and by the

stockholders of AMAN including, without limitation, an Underwritten Offering pursuant to Section 2.1), other than a Registration

Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan,

(ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities

Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of AMAN, (iv) for a dividend

reinvestment plan, (v) for an exchange offer or offering of securities solely to AMAN's existing securityholders, (vi) for a rights offering,

(vii) for an equity line of credit or an at-the-market offering of securities, (viii) a Block Trade or (ix) an Other Coordinated Offering,

then AMAN shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but

not less than five (5) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering

pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such

offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of

distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the

Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such

Holders may request in writing within seven (7) days after receipt of such written notice (such registered offering, a “Piggyback

Registration”); provided, in the case of an “overnight” or “bought” offering, such requests must be

made by the Holders within two (2) Business Days after delivery of any such notice by AMAN; provided further that if AMAN has been advised

in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have

an adverse effect on the price, timing, or distribution of AMAN Shares in an Underwritten Offering, then (1) if no Registrable Securities

can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), AMAN shall not be required to offer such opportunity

to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s),

then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section

2.2.2. Subject to the foregoing proviso and to Section 2.2.2, AMAN shall, in good faith, cause such Registrable Securities

to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing

Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this

Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of AMAN included in such registered

offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution

thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement

to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

2.2.2 Reduction

of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration,

in good faith, advises AMAN and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the

dollar amount or number of AMAN Shares or other equity securities that AMAN desires to sell, taken together with (i) the AMAN Shares or

other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual

arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to

which registration has been requested pursuant to Section 2.2 hereof, and (iii) the AMAN Shares or other equity securities, if any, as

to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights

of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:

(a) if

the Registration or registered offering is undertaken for AMAN's account, AMAN shall include in any such Registration or registered offering

(A) first, the AMAN Shares or other equity securities that AMAN desires to sell, which can be sold without exceeding the Maximum Number

of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the

Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro

rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering

and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which

can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has

not been reached under the foregoing clauses (A) and (B), the AMAN Shares or other equity securities, if any, as to which Registration

or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities

other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;

(b) if

the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities,

then AMAN shall include in any such Registration or registered offering (A) first, the AMAN Shares or other equity securities, if any,

of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum

Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause

(A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1,

pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering

and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which

can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not

been reached under the foregoing clauses (A) and (B), the AMAN Shares or other equity securities that AMAN desires to sell, which can

be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not

been reached under the foregoing clauses (A), (B) and (C), the AMAN Shares or other equity securities, if any, as to which Registration

or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities

other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and

the Registration or registered offering and Underwritten Offering is pursuant to a request by Holder(s) of Registrable Securities pursuant

to Section 2.1 hereof, then AMAN shall include in any such Registration or registered offering securities in the priority set forth in

Section 2.1.5.

2.2.3 Piggyback

Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten

Offering, and related obligations, shall be governed by Section 2.1.6) shall have the right to withdraw from a Piggyback Registration

for any or no reason whatsoever upon written notification to AMAN and the Underwriter or Underwriters (if any) of his, her or its intention

to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect

to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable

“red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction.

AMAN (whether on its own good faith determination or as the result of a request for withdrawal by persons or entities pursuant to separate

written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration

(which, in no circumstance, shall include a Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding

anything to the contrary in this Agreement (other than Section 2.1.6), AMAN shall be responsible for the Registration Expenses incurred

in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.

2.2.4 Unlimited

Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected pursuant

to Section 2.2 hereof shall not be counted as a demand for an Underwritten Offering under Section 2.1.4 hereof.

2.3 Market

Stand-off. In connection with any Underwritten Offering of equity securities of AMAN (other than a Block Trade or Other Coordinated

Offering) in which the Holder participates, if requested by the managing Underwriters, each such Holder that is (a) an executive officer,

(b) a director or (c) Holder in excess of ten percent (10%) of the outstanding AMAN Shares (and for which it is customary for such a Holder

to agree to a lock-up) agrees that it shall not Transfer any AMAN Shares or other equity securities of AMAN (other than those included

in such offering pursuant to this Agreement), without the prior written consent of AMAN, during the ninety (90)-day period (or such shorter

time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such

lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. Each such Holder agrees to execute a customary

lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such

Holders).

2.4 Block

Trades; Other Coordinated Offerings.

2.4.1 Notwithstanding

any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective

Shelf is on file with the Commission, at any time and from time to time following the expiration of the Lock-up Period (if applicable),

if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow”, an offer commonly

known as a “block trade” (a “Block Trade”) , or (b) an “at the market” or similar registered offering

through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”),

in each case, (x) with a total offering price reasonably expected to exceed $5,000,000 in the aggregate or (y) with respect to all remaining

Registrable Securities held by the Demanding Holder, then such Demanding Holder shall notify AMAN of the Block Trade or Other Coordinated

Offering at least five (5) Business Days prior to the day such offering is to commence and AMAN shall use its commercially reasonable

efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the

Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to

work with AMAN and any Underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate preparation

of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering.

2.4.2 Prior

to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or

Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering

shall have the right to submit a Withdrawal Notice to AMAN, the Underwriter or Underwriters (if any) and any brokers, sales agents or

placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything

to the contrary in this Agreement, AMAN shall be responsible for the Registration Expenses incurred in connection with a Block Trade or

Other Coordinated Offering prior to its withdrawal under this Section 2.4.2.

2.4.3 Notwithstanding

anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated

by a Demanding Holder pursuant to this Agreement.

2.4.4 The

Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers, sales

agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more

reputable nationally recognized investment banks).

2.4.5 The

(i) Sponsor may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.4 in any twelve (12)

month period, and (ii) Corxel Cayman, may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section

2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this

Section 2.4 shall not be counted as a demand for an Underwritten Offering pursuant to Section 2.1.4 hereof.

ARTICLE

AMAN PROCEDURES

3.1 General

Procedures. If at any time AMAN is required to effect the Registration of Registrable Securities hereunder, AMAN shall use its commercially

reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan

of distribution thereof, and pursuant thereto AMAN shall:

3.1.1 prepare

and file with the Commission as soon as reasonably practicable a Registration Statement with respect to such Registrable Securities and

use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable

Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration

Statement or have ceased to be Registrable Securities;

3.1.2 prepare

and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the

Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered

on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions

applicable to the registration form used by AMAN or by the Securities Act or rules and regulations thereunder to keep the Registration

Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan

of distribution set forth in such Registration Statement or supplement to the Prospectus or have ceased to be Registrable Securities;

3.1.3 in

connection with the filing of a Registration Statement or Prospectus, or any amendment or supplement thereto, upon the reasonable request

of a Holder, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration,

and such Holders’ legal counsel, (i) excerpts of such Registration Statement naming such Holders or Underwriters, and the section

entitled “Plan of Distribution”, “Underwriting” or similar sections, (ii) each amendment and supplement to such

Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), (iii) the Prospectus

included in such Registration Statement (including each preliminary Prospectus), and (iv) such other documents as the Underwriters and

the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may reasonably request in

order to facilitate the disposition of the Registrable Securities owned by such Holders; provided, that, in no event shall AMAN be required

to delay or postpone the filing of such Registration Statement as a result of or in connection with a Holder’s review; and provided,

further, that AMAN shall have no obligation to furnish any documents publicly filed or furnished with the Commission pursuant to

the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”);

3.1.4 prior

to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable Securities

covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States

as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may

request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification)

and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or

approved by such other governmental authorities as may be necessary by virtue of the business and operations of AMAN and do any and all

other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration

Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that AMAN

shall not be required to qualify generally to do business or as a dealer in securities in any jurisdiction where it would not otherwise

be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction

where it is not then otherwise so subject;

3.1.5 cause

all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by AMAN are then

listed;

3.1.6 provide

a transfer agent and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise

each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any

stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding

for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal

if such stop order should be issued;

3.1.8 notify

the selling Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities

Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes

a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;

3.1.9 in

the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent

pursuant to such Registration, in each of the following cases to the extent customary for a transaction of its type, permit a representative

of the Holders, the Underwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated

Offering or other sale pursuant to such Registration, if any, and any attorney, consultant or accountant retained by such Holders or Underwriter

to participate, at each such person’s or entity’s own expense, in the preparation of the Registration Statement, and cause

AMAN's officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, financial

institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives, Underwriters

or financial institutions agree to confidentiality arrangements in form and substance reasonably satisfactory to AMAN, prior to the release

or disclosure of any such information;

3.1.10 obtain

a “cold comfort” letter (including a bring-down letter dated as of the date the Registrable Securities are delivered for sale

pursuant to such Registration) from AMAN’s independent registered public accountants in the event of an Underwritten Offering or a Block

Trade pursuant to such Registration (subject to such placement agent or sales agent providing such certification or representation reasonably

requested by AMAN's independent registered public accountants and AMAN's counsel) in customary form and covering such matters of the type

customarily covered by “cold comfort” letters for a transaction of its type as the managing Underwriter may reasonably request,

and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.11 in

the event of an Underwritten Offering or a Block Trade pursuant to such Registration, on the date the Registrable Securities are delivered

for sale pursuant to such Registration, to the extent customary for a transaction of its type, obtain an opinion and negative assurance

letter, dated such date, of counsel representing AMAN for the purposes of such Registration, addressed to the participating Holders, the

broker, placement agents or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration

in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent or Underwriter may

reasonably request and as are customarily included in such opinions and negative assurance letters;

3.1.12 in

the event of any Underwritten Offering or a Block Trade, enter into and perform its obligations under an underwriting or other purchase

or sales agreement, in usual and customary form, with the managing Underwriter of such offering or sale;

3.1.13 make

available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12)

months beginning with the first day of AMAN's first full calendar quarter after the effective date of the Registration Statement which

satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in effect), which

requirement will be deemed satisfied if AMAN timely files Forms 10-K, 10-Q, and 8-K as may be required to be filed under the Exchange

Act and otherwise complies with Rule 158 under the Securities Act;

3.1.14 with

respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior

executives of AMAN to participate in customary “road show” presentations that may be reasonably requested by the Underwriter

in such Underwritten Offering; and

3.1.15 otherwise,

in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders,

consistent with the terms of this Agreement, in connection with such Registration.

Notwithstanding the foregoing,

AMAN shall not be required to provide any documents or information to an Underwriter, broker, sales agent or placement agent if such Underwriter,

broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering

involving a registration as an Underwriter, broker, sales agent or placement agent, as applicable.

3.2 Registration

Expenses. The Registration Expenses of all Registrations shall be borne by AMAN. It is acknowledged by the Holders that the Holders

shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and

discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,”

all fees and expenses of any legal counsel representing the Holders.

3.3 Requirements

for Participation in Registration Statement and Underwritten Offerings. Notwithstanding anything in this Agreement to the contrary,

if any Holder does not provide AMAN with its requested Holder Information, AMAN may exclude such Holder’s Registrable Securities

from the applicable Registration Statement or Prospectus if AMAN determines, based on the advice of counsel, that it is necessary or advisable

to include such information in the applicable Registration Statement or Prospectus and such Holder continues thereafter to withhold such

information. In addition, no person or entity may participate in any Underwritten Offering or other offering for equity securities of

AMAN pursuant to a Registration initiated by AMAN hereunder unless such person or entity (i) agrees to sell such person’s or entity’s

securities on the basis provided in any underwriting, sales, distribution or placement arrangements approved by AMAN and (ii) completes

and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other

customary documents as may be reasonably required under the terms of such underwriting, sales, distribution or placement arrangements

provided that such Holder shall only be subject to the restrictions set forth in any such lock-up agreements if the directors and officers

of AMAN are subject to a lock-up obligation to the Underwriters managing the offering and the length of such lock-up for such Holder shall

be no longer than the shortest lock-up of any such directors and officers; provided, further, that if AMAN or the Underwriters managing

the offering waive or shorten the lock-up period for any of AMAN's officers, directors or stockholders, then (i) all Holders subject to

such lock-up shall receive notice of such waiver or modification no later than two (2) Business Days following such waiver or modification,

and (ii) such lock-up will be similarly waived pro rata or shortened for each such Holder. For the avoidance of doubt, the exclusion of

a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities

to be included in such Registration.

3.4 Suspension

of Sales; Adverse Disclosure; Restrictions on Registration Rights.

3.4.1 Upon

receipt of written notice from AMAN that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith

discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the

Misstatement (it being understood that AMAN hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable

after the time of such notice), or until it is advised in writing by AMAN that the use of the Prospectus may be resumed.

3.4.2 Subject

to Section 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration

at any time would (a) require AMAN to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial

statements that are unavailable to AMAN, or (c) in the good faith judgment of the majority of the AMAN Board such Registration, be seriously

detrimental to AMAN and the majority of the AMAN Board concludes as a result that it is essential to defer such filing, initial effectiveness

or continued use at such time, AMAN may, upon giving prompt written notice of such action to the Holders (which notice shall not specify

the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of, such

Registration Statement for the shortest period of time determined in good faith by AMAN to be necessary for such purpose. In the event

AMAN exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice

referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities

until such Holder receives written notice from AMAN that such sales or offers of Registrable Securities may be resumed, and in each case

maintain the confidentiality of such notice and its contents.

3.4.3 Subject

to Section 3.4.4, (a) during the period starting with the date thirty (30) days prior to AMAN's good faith estimate of the date

of the filing of, and ending on a date ninety (90) days after the effective date of, a AMAN-initiated Registration and provided that AMAN

continues to actively employ, in good faith, all commercially reasonable efforts to maintain the effectiveness of the applicable Shelf

Registration, or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten Offering and AMAN and Holders are unable to

obtain the commitment of underwriters to firmly underwrite such offering, AMAN may, upon giving prompt written notice of such action to

the Holders, delay any other registered offering pursuant to Section 2.1.4 or 2.4.

3.4.4 The

right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2

or a registered offering pursuant to Section 3.4.3 shall be exercised by AMAN, in the aggregate, on not more than two (2) occasions

or for more than sixty (60) consecutive calendar days, or for more than ninety (90) calendar days in the aggregate, during any twelve

(12)-month period.

3.5 Reporting

Obligations. As long as any Holder shall own Registrable Securities, AMAN, at all times while it shall be a reporting company under

the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports

required to be filed by AMAN after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the

Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission

pursuant to EDGAR shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. AMAN further covenants

that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such

Holder to sell AMAN Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided

by Rule 144 promulgated under the Securities Act (or any successor rule then in effect). Upon the request of any Holder, AMAN shall deliver

to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

3.6 Restrictive

Legend Removal.

3.6.1 At

any time and from time to time in connection with a bona-fide sale of Registrable 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 of which such prospectus forms a part, AMAN shall use its commercially reasonable

efforts, subject to the receipt of customary documentation required from the holder of the applicable Registrable 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 Registrable Securities being sold and (ii) cause its legal counsel to deliver the necessary legal opinions, if any,

to the transfer agent in connection with the instruction under subclause (i). AMAN 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 Holder shall be responsible for its fees or costs associated with such removal of such restrictive legends (including its legal fees

or costs of its legal counsel).

3.6.2 With

a view to making available to each Holder of Registrable Securities the benefits of Rule 144 that permit the Holder to sell securities

of AMAN to the public without registration, AMAN agrees, for so long as any Holder holds Registrable Securities, to:

(a) use

commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144;

and

(b) use

commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of AMAN under

the Securities Act and the Exchange Act so long as AMAN 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.

ARTICLE

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 AMAN

agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents and each

person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities

and out-of-pocket expenses (including, without limitation, reasonable and documented outside attorneys’ fees) resulting from any

untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus

or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required

to be stated therein or necessary to make the statements therein not misleading (in the case of a Prospectus, in light of the circumstances

in which they were made), except insofar as the same are caused by or contained in any information or affidavit so furnished in writing

to AMAN by such Holder expressly for use therein.

4.1.2 In

connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish (or

cause to be furnished) to AMAN in writing such information and affidavits as AMAN reasonably requests for use in connection with any such

Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law, shall indemnify

AMAN, its directors, officers and agents and each person or entity who controls AMAN (within the meaning of the Securities Act) against

all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses (including, without limitation, reasonable

and documented outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained or incorporated

by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any

omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading

(in the case of a Prospectus, in light of the circumstances in which they were made), but only to the extent that such untrue statement

is contained in (or not contained in, in the case of an omission) any information or affidavit so furnished in writing by or on behalf

of such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several,

among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to

and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.

The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person or entity who controls

such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification

of AMAN.

4.1.3 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 materially prejudiced the indemnifying party) and (ii) unless in

such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist

with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to

the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made

by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled

to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus

one local counsel if necessary in the reasonable judgment of the indemnified party) for all parties indemnified by such indemnifying party

with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified

party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified

party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money

(and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement

or admission of fault and culpability on the part of such indemnified party or which settlement does not include as an unconditional term

thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or

litigation.

4.1.4 The

indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on

behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the

transfer of securities. AMAN and each Holder of Registrable Securities participating in an offering also agrees to make such provisions

as are reasonably requested by any indemnified party for contribution to such party in the event AMAN's or such Holder’s indemnification

is unavailable for any reason.

4.1.5 If

the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified

party in respect of any losses, claims, damages, liabilities and documented out-of-pocket expenses referred to herein, then the indemnifying

party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result

of such losses, claims, damages, liabilities and documented out-of-pocket expenses in such proportion as is appropriate to reflect the

relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative

fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question,

including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made

by (or 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),

such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge,

access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this

Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability.

The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject

to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably

incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable

if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does

not take account of the equitable considerations referred to in this Section 4.1.5. No person or entity guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any

person or entity who was not guilty of such fraudulent misrepresentation.

ARTICLE

MISCELLANEOUS

5.1 Notices.

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 to have been duly given (i) when delivered in person, (ii) when delivered after posting

in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered

by FedEx or other nationally recognized overnight delivery service, or (iv) when delivered by email, during normal business hours on a

Business Day and otherwise as of the opening of the immediately following Business Day, 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 5.1.

5.2 Assignment;

No Third Party Beneficiaries.

5.2.1 This

Agreement and the rights, duties and obligations of AMAN hereunder may not be assigned or delegated by AMAN in whole or in part.

5.2.2 Subject

to Section 5.2.4 and Section 5.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder may be assigned

in whole or in part to such Holder’s Permitted Transferees to which it transfers Registrable Securities; provided that with respect

to Corxel Cayman, the Sponsor, and the AMAN Existing Investors, the rights hereunder that are personal to such Holders may not be assigned

or delegated in whole or in part, except that each of the Holders shall be permitted to transfer its rights hereunder to one or more affiliates

or any direct or indirect partners, members or equity holders of such Holder, which, for the avoidance of doubt, shall include a transfer

of its rights in connection with a distribution of any Registrable Securities held by such Holder to its shareholders or members (it being

understood that no such transfer shall reduce or multiply any rights of such Holder or such transferees). Following any dividend, distribution,

exchange or redemption pursuant to which Corxel Cayman transfers Registrable Securities to one or more of its shareholders, the rights

of Corxel Cayman hereunder that are personal to Corxel Cayman (including under Sections 2.1.3, 2.1.4 and 2.4) may be exercised on behalf

of all Distributees by Distributees holding a majority of the Registrable Securities so distributed (determined at the time of exercise),

and references to Corxel Cayman in such Sections shall be construed accordingly.

5.2.3 This

Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and

the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.4 This

Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set

forth in this Agreement.

5.2.5 No

assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate AMAN unless

and until AMAN shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written

agreement of the assignee, in a form reasonably satisfactory to AMAN, to be bound by the terms and provisions of this Agreement (which

may be accomplished by an addendum or certificate of joinder to this Agreement, including the joinder in the form of Exhibit A

attached hereto). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.3 Counterparts.

This Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic mail or in .pdf) 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.

5.4 Governing

Law; Venue. This Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Agreement (whether

based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Agreement,

shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the principles of conflicts

of laws that would otherwise require the application of the law of any other state. The parties agree that all disputes, legal actions,

suits and proceedings arising out of or relating to this Agreement must be brought exclusively in the Court of Chancery of the State of

Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if

it has or can acquire jurisdiction, in the United States District Court for the District of Delaware (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 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 5.1 of this 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.

5.5 TRIAL

BY JURY. EACH PARTY 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 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 AGREEMENT OR ANY PROVISION HEREOF.

THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

5.6 Amendments

and Modifications. Upon the written consent of (a) AMAN and (b) the Holders of a majority of the total Registrable Securities, compliance

with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or

conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver

hereof shall also require the written consent of Corxel Cayman (or, following any dividend, distribution, exchange or redemption pursuant

to which Corxel Cayman transfers Registrable Securities to one or more of its shareholders, of Distributees holding a majority of the

Registrable Securities so distributed), for so long as Corxel Cayman and its affiliates (or the Distributees, collectively) hold, in the

aggregate, Registrable Securities representing at least five percent (5%) of the outstanding AMAN Shares; and provided, further, that

any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock

of AMAN, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so

affected. No course of dealing between any Holder or AMAN and any other party hereto or any failure or delay on the part of a Holder or

AMAN in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or AMAN.

No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise

of any other rights or remedies hereunder or thereunder by such party.

5.7 Other

Registration Rights. Other than as provided in the (i) Private Placement Shares Purchase Agreement, dated as of May 18, 2026, between

AMAN and the Sponsor and (ii) any subscription agreement entered into by AMAN and the investors party thereto in connection with a PIPE

Investment, AMAN represents and warrants that no person or entity, other than a Holder of Registrable Securities, has any right to require

AMAN to register any securities of AMAN for sale or to include such securities of AMAN in any Registration Statement filed by AMAN for

the sale of securities for its own account or for the account of any other person or entity. AMAN hereby agrees and covenants that it

will not grant rights to register any AMAN Shares (or securities convertible into or exchangeable for AMAN Shares) pursuant to the Securities

Act that are more favorable, pari passu or senior to those granted to the Holders hereunder without (a) the prior written consent of Corxel

Cayman (or, following any dividend, distribution, exchange or redemption pursuant to which Corxel Cayman transfers Registrable Securities

to one or more of its shareholders, of Distributees holding a majority of the Registrable Securities so distributed), for so long as Corxel

Cayman and its affiliates (or the Distributees, collectively) hold, in the aggregate, Registrable Securities representing at least five

percent (5%) of the outstanding AMAN Shares or (b) granting economically and legally equivalent rights to the Holders hereunder such that

the Holders shall receive the benefit of such more favorable or senior terms and/or conditions. Further, AMAN represents and warrants

that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event

of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.8 Term.

This Agreement shall terminate on the earlier of (a) the fifth (5th) anniversary of the date of this Agreement and (b) with respect to

any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Sections 3.5 and Article IV shall

survive any termination.

5.9 Holder

Information. Each Holder agrees, if requested in writing, to represent to AMAN the total number of Registrable Securities held by

such Holder in order for AMAN to make determinations hereunder.

5.10 Severability.

It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the

laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this

Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision,

as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity

or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding

the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction,

it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting

the validity or enforceability of such provision in any other jurisdiction.

5.11 Entire

Agreement; Restatement. This Agreement constitutes the full and entire agreement and understanding between the parties with respect

to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Upon the Closing,

the Original RRA shall no longer be of any force or effect.

5.12 Adjustments.

If, and as often as, there are any changes in the Registrable Securities by way of stock split, stock dividend, combination or reclassification,

or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate adjustment shall be made

in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue

with respect to the Registrable Securities as so changed.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned

have caused this Agreement to be executed as of the date first written above.

AMANAT:

[●]

By:

Name:

Title:

Address for Notices:

COMPANY:

CORXEL PHARMACEUTICALS, INC.

By:

Name:

Title:

Address for Notices:

SPONSOR:

AMANAT SPONSOR HOLDINGS LLC

By:

Name:

Title:

Address for Notices:

AMANAT EXISTING INVESTORS:

[●]

Address for Notices:

CORXEL PHARMACEUTICALS LIMITED:

By:

Name:

Title:

Address for Notices:

[Signature Page to Investor Rights Agreement]

Exhibit A

INVESTOR RIGHTS AGREEMENT JOINDER

The undersigned is executing

and delivering this joinder (this “Joinder”) pursuant to the Investor Rights Agreement, dated as of [●], 2026

(as the same may hereafter be amended, the “Investor Rights Agreement”), among [●], a Delaware corporation (the

“Company”), and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined

herein shall have the meanings provided in the Investor Rights Agreement.

By executing and delivering

this Joinder to the Company, and upon acceptance hereof by the Company through the execution of a counterpart hereof, the undersigned

hereby agrees to become a party to, to be bound by, and to comply with the Investor Rights Agreement as a Holder of Registrable Securities

in the same manner as if the undersigned were an original signatory to the Investor Rights Agreement, and the undersigned’s AMAN

Shares shall be included as Registrable Securities under the Investor Rights Agreement to the extent provided therein.

Accordingly, the undersigned

has executed and delivered this Joinder as of the __________ day of __________, 20__.

Signature of Stockholder

Print Name of Stockholder

Its:

Address:

Agreed and Accepted as of ____________, 20__

[●]

By:

Name:

Its:

SCHEDULE I

1. Pavan Cheruvu

2. Nicholas Fernandez

3. Rakhi Kumar

4. Brad Middlekauff

5. Patrick Crutcher

6. Sandeep Kulkarni

EX-10.5 — FORM OF LOCK-UP AGREEMENT

EX-10.5

Filename: ea030895401ex10-5.htm · Sequence: 7

Exhibit 10.5

LOCK-UP AGREEMENT

This Lock-Up Agreement (this “Agreement”)

is dated as of [●], 2026, by and among [PubCo Name], Inc., a Delaware corporation (“PubCo”

or “AMAN”) (formerly known as Amanat Acquisition Corp, a Cayman Islands exempted company, prior to its domestication

as a Delaware corporation), Amanat Sponsor Holdings LLC, a Delaware limited liability company (the “Sponsor”)

and Corxel Pharmaceuticals Limited, a company incorporated under the laws of Cayman Islands (“Corxel Cayman”), as the

sole stockholder of Corxel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and other persons and entities

(collectively with the Sponsor, Corxel Cayman and any person or entity who hereafter becomes a party to this Agreement pursuant to Section

3 of this Agreement, the “Holders” and each, a “Holder”).

Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement

(as defined below).

RECITALS

WHEREAS, PubCo is party

to that certain Business Combination Agreement, dated as of [●], 2026 (as it may be amended, restated, supplemented or otherwise

modified from time to time, the “Business Combination Agreement”), by and among PubCo,

Cairo Merger Sub, Inc. a Delaware corporation and a wholly-owned subsidiary of PubCo (“Merger Sub”), and the Company,

pursuant to which, on [●], 2026, AMAN de-registered in the Cayman Islands and transferred by way of continuation out of the Cayman

Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation (the “Domestication”)

and, on [●], 2026, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary

of PubCo (the “Merger”, and together with the Domestication and the other transactions contemplated by the Business

Combination Agreement, the “Transactions”);

WHEREAS, pursuant to

the Business Combination Agreement, AMAN caused the Domestication to occur in accordance with Section 388 of the DGCL and Part Twelve

of the Cayman Islands Companies Act (as then in effect), in connection with which each AMAN Class A Ordinary Share and AMAN Class B Ordinary

Share that was issued and outstanding immediately prior to the Domestication (for the avoidance of doubt, after effecting the AMAN Shareholder

Redemptions) were converted into one share of common stock, par value $0.0001 per share, of PubCo (the “Common Stock”);

and

WHEREAS, in connection

with the Transactions, the parties hereto wish to set forth herein certain understandings between such parties with respect to restrictions

on the transfer of (a) the shares of Common Stock and (b) the pre-funded warrants (the “Pre-Funded Warrants”) acquired

pursuant to the terms of the Business Combination Agreement.

WHEREAS, in connection

with the Transactions, PubCo and certain Holders are entering into that certain Investor Rights Agreement, dated as of [●], 2026

(as it may be amended, restated, supplemented or otherwise modified from time to time, the “Investor Rights Agreement”);

NOW, THEREFORE, the

parties agree as follows:

1. Subject to the exceptions set forth in Section 3, each Holder shall not, without the prior written consent

of the board of directors of PubCo, Transfer any Lock-up Securities until the end of the Lock-up Period.

2. As used herein:

(a) the term “Lock-up Period” means the period beginning on the Closing Date and ending

on the date six (6) months after the Closing Date;

(b) the term “Lock-up Securities” means any shares of Common Stock and Pre-Funded Warrants

(including shares of Common Stock issuable upon exercise of Pre-Funded Warrants) held by a Holder immediately after the Closing, not including

the Common Stock or Pre-Funded Warrants (including shares of Common Stock issuable upon exercise of such Pre-Funded Warrants) issued or

purchased pursuant to those certain subscription agreements by and between AMAN and Holders, dated as of [●], 2026;

(including by operation of law), hypothecate, pledge, distribute, grant any option to purchase or otherwise dispose of or agree to dispose

of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC 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 Lock-up Securities, (ii) deposit any Lock-up Securities into

a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent

with this Agreement, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic

consequences of ownership of any Lock-up Securities, whether any such transaction is to be settled by delivery of such Lock-up Securities,

in cash or otherwise, or (iv) publicly announce any intention to effect any transaction specified in clauses (i) through (iii); provided,

however, that no filing of, participation in, amendment or supplement to, or inclusion as a selling securityholder in, any registration

statement, prospectus, prospectus supplement or other filing pursuant to the Investor Rights Agreement shall constitute a Transfer, so

long as no sale or other disposition of Lock-up Securities occurs during the Lock-up Period except as expressly permitted by this Agreement,

and no disclosure of, or public announcement relating to, any Transfer permitted by paragraph 3 (including the distribution of Lock-up

Securities by Corxel Cayman to its shareholders as contemplated by clause (g) of paragraph 3) shall constitute a Transfer; and

(d) the term “Permitted Transferees” means, prior to the expiration of the Lock-up Period, any

person or entity to whom such Holder is permitted to transfer such shares of Common Stock prior to the expiration of the Lock-up Period

pursuant to paragraph 3.

3. The restrictions set forth in paragraph ‎1 shall not apply to:

(a) a Transfer to PubCo or PubCo’s officers or directors, any affiliate or family member of any of PubCo’s

officers or directors, any members or partners of the Holder or their affiliates, any affiliates of the Holder, or any employees of such

affiliates;

(b) in the case of an individual, a Transfer by gift to a member of the individual’s immediate family

(as defined below), or to a trust, the beneficiary of which is the individual or a member of the individual’s immediate family or

an affiliate of such person, or to a charitable organization;

individual;

(d) in the case of an individual, Transfers by operation of law or pursuant to a qualified domestic relations

order;

(e) in the case of an individual, Transfers to a partnership, limited liability company or other entity of

which the undersigned and/or the immediate family (as defined below) of the undersigned are the legal and beneficial owner of all of the

outstanding equity securities or similar interests;

(f) in the case of an entity, Transfers to any direct or indirect partners, members or equity holders of such

entity, or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates;

(g) in the case of Corxel Cayman, any dividend, in-kind distribution, exchange, redemption or similar transaction

of Lock-up Securities to any of its direct or indirect shareholders, beneficial owners, equityholders, members, partners, trusts, trustees,

nominees, custodians, funds, managed accounts, investment vehicles or other Permitted Transferees or to any holder of options or other

rights to acquire shares of Corxel Cayman in settlement of such options or rights, including any subsequent in-kind distribution or similar

transfer by any such recipient to its own direct or indirect equityholders, beneficial owners or other Permitted Transferees;

(h) in the case of an entity that is a trust, Transfers to a trustor or beneficiary of the trust or to the

estate of a beneficiary of such trust;

(i) in the case of an entity, Transfers by virtue of the laws of the entity’s jurisdiction of formation

or incorporation or the entity’s organizational documents upon dissolution of the entity;

(j) Transfers to any other Holders, any affiliates of such other Holders or their Permitted Transferees or

any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates;

(k) the exercise of stock options or warrants to purchase shares of Common Stock or the vesting of stock awards

of Common Stock and any related transfer of shares of Common Stock to PubCo in connection therewith (x) deemed to occur upon the “cashless”

or “net” exercise of such options or warrants or (y) for the purpose of paying the exercise price of such options or warrants

or for paying taxes due as a result of the exercise of such options or warrants, the vesting of such options, warrants or stock awards,

or as a result of the vesting of such shares of Common Stock, it being understood that all shares of Common Stock received upon such exercise,

vesting or transfer will remain subject to the restrictions of this Agreement during the Lock-Up Period;

(l) Transfers to PubCo pursuant to any contractual arrangement in effect at the Closing that provides for

the repurchase by PubCo or forfeiture of Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock

in connection with the termination of the Holder’s service to PubCo;

(m) the entry, by the Holder, at any time after the Closing, of any trading plan providing for the sale of

shares of Common Stock by the Holder, which trading plan meets the requirements of Rule 10b5-l(c) under the Exchange Act, provided,

however, that such plan does not provide for, or permit, the sale of any shares of Common Stock during the Lock-Up Period; and

(n) Transfers in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved

by PubCo’s board of directors or a duly authorized committee thereof or other similar transaction which results in all of PubCo’s

stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

provided, however, that

(A) in the case of clauses ‎(a) through ‎(j), the transferee(s) of such Transfer must enter into a written agreement, in

substantially the form of this Agreement (or, in the case of the Corxel Cayman distribution exception in clause (g) of this paragraph

3 and any subsequent transfer described therein, a joinder to this Agreement in the form attached hereto as Exhibit A) (it being understood

that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate

family of the Holder and not to the immediate family of the transferee), agreeing to be bound by these Transfer restrictions for the remainder

of the Lock-up Period (measured from the Closing Date and not from the date of such Transfer). For purposes of this paragraph 3,

“immediate family” shall mean a spouse, domestic partner, child (including by adoption), father, mother, brother or sister

of the undersigned, and lineal descendant (including by adoption) of the undersigned or of any of the foregoing persons; and “affiliate”

shall have the meaning set forth in Rule 405 under the Securities Act.

For the avoidance

of doubt, the exceptions set forth in paragraph 3, including the Corxel Cayman distribution and employee incentive exceptions, shall apply

automatically and shall not require any further approval, waiver or consent of the PubCo board of directors. PubCo shall, and shall use

commercially reasonable efforts to cause its transfer agent to, process any Transfer permitted pursuant to paragraph 3, including any

Transfer, dividend, distribution, exchange, redemption or similar transaction by Corxel Cayman and any Transfer, sale, cashless exercise,

net settlement or other transaction in connection with the Corxel Cayman equity incentive pool or PRC Employee arrangements, upon receipt

of customary and reasonably requested documentation.

4. For the avoidance of doubt, each Holder shall retain all of its rights as a stockholder of PubCo with

respect to the Lock-up Securities during the Lock-Up Period, including the right to vote any Lock-up Securities that are entitled to vote.

5. In furtherance of the foregoing, PubCo, and any duly appointed transfer agent for the registration or

transfer of the securities described therein, are hereby authorized to decline to make any transfer of securities if such transfer would

constitute a violation or breach of this Agreement, and such purported Transfer shall be null and void ab initio. In addition,

during the Lock-Up Period, each certificate or book-entry position evidencing the Lock-Up Securities shall be marked with a legend in

substantially the following form, in addition to any other applicable legends:

“THE SECURITIES REPRESENTED HEREBY

ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT BY AND AMONG THE ISSUER AND THE REGISTERED HOLDER OF THE SECURITIES

(OR THE PREDECESSOR IN INTEREST TO THE SECURITIES). A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO

THE HOLDER HEREOF UPON WRITTEN REQUEST.”

6. PubCo represents that it has not entered into any side letter or agreement with any Holder which provides

any rights or benefits to such Holder that are more favorable to such Holder than the rights and benefits in this Agreement

and will not enter into any such side letter or agreement unless such rights and benefits are also offered to other Holders. PubCo agrees

that this Agreement shall not be amended or modified, and no terms or conditions thereof waived, in a manner that benefits any Holder,

unless the terms of such amendment, modification or waiver is also offered to the other Holders. For the avoidance of doubt, the exceptions

set forth in paragraph 3 and the processing of Transfers permitted thereby pursuant to paragraph 4 shall not be deemed to provide rights

or benefits to any Holder that are required to be offered to any other Holder.

7. Notwithstanding the other provisions set forth herein, PubCo’s board of directors may, in its sole

discretion, determine to waive, amend, or repeal the restrictions set forth in paragraph 1 above, whether in whole or in part; provided,

that any such waiver, amendment or repeal shall (i) not make such restrictions more restrictive or apply for a longer period of time,

and (ii) apply to each Holder.

8. This Agreement, together with the agreements referenced herein, sets forth the entire agreement of the

parties hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements

related thereto (whether written or oral), all of which are merged herein. No provision of this Agreement or any of the agreements referenced

herein may be explained or qualified by any agreement, negotiations, understanding, discussion, conduct or course of conduct or by any

trade usage. Except as otherwise expressly stated herein or in any of the agreements referenced herein, there is no condition precedent

to the effectiveness of any provision hereof or thereof.

9. Sections 8.2 (Entire Agreement; Assignment), 8.3 (Amendment), 8.5 (Governing Law),

8.10 (Severability), 8.11 (Counterparts; Electronic Signatures), 8.13 (No Recourse), 8.15 (Waiver of Jury Trial)

and 8.16 (Submission to Jurisdiction) of the Business Combination Agreement are each hereby incorporated by reference into this

Agreement as set forth herein (including any relevant definitions contained in any such sections), mutatis mutandis.

10. This Agreement shall terminate on the expiration of the Lock-up Period.

[remainder of page intentionally left blank]

In Witness Whereof, each of

the parties has duly executed this Lock-Up Agreement as of the date first set forth above.

PubCo:

[PUBCO]

By:

Name:

Title:

Address for Notices:

SPONSOR:

AMANAT SPONSOR HOLDINGS LLC

By:

Name:

Title:

Address for Notices:

CORXEL PHARMACEUTICALS LIMITED

By:

Name:

Title:

Address for Notices:

[Signature Page to the Lock-Up Agreement]

Exhibit A

Form of Joinder

This Joinder (this “Joinder”)

to the Lock-Up Agreement, made as of , is between (“Transferor”) and

(“Transferee”).

WHEREAS, as of the date hereof, Transferee is acquiring

Common Stock and/or Pre-Funded Warrants (the “Acquired Interests”) from Transferor;

WHEREAS, Transferor is a party to that certain

Lock-Up Agreement, dated as of [_______], 2026, among [PubCo], a Delaware corporation (“PubCo”) and the other persons

party thereto (the “Lock-Up Agreement”); and

WHEREAS, Transferee is required, at the time of

and as a condition to such Transfer, to become a party to the Lock-Up Agreement by executing and delivering this Joinder, whereupon such

Transferee will be treated as a party to the Lock-Up Agreement (with the same rights and obligations as the Transferor) for all purposes

of the Lock-Up Agreement.

NOW, THEREFORE, in consideration of the foregoing

and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1. Definitions.

To the extent capitalized words used in this Joinder are not defined in this Joinder, such words shall have the respective meanings set

forth in the Lock-Up Agreement.

Section 2. Acquisition.

The Transferor hereby Transfers to the Transferee all of the Acquired Interests.

Section 3. Joinder.

Transferee hereby acknowledges and agrees that (a) such Transferee has received and read the Lock-Up Agreement, (b) such Transferee

is acquiring the Acquired Interests in accordance with and subject to the terms and conditions of the Lock-Up Agreement and (c) such

Transferee will be treated as a Holder solely with respect to the Acquired Interests (with the same rights and obligations as the

Transferor with respect thereto) for all purposes of the Lock-Up Agreement.

Sections 8.5 (Governing Law)

and 8.11 (Counterparts; Electronic Signatures) of the Business Combination Agreement are each hereby incorporated by reference

into this Agreement as set forth herein (including any relevant definitions contained in any such sections), mutatis mutandis.

IN WITNESS WHEREOF, this Joinder has been duly executed and delivered

by the parties as of the date first above written.

TRANSFEROR:

[ ]

By:

Name:

[ ]

Title:

[ ]

Email:

Mailing Address:

TRANSFEREE:

[ ]

By:

Name:

[ ]

Title:

[ ]

Email:

Mailing Address:

[Signature Page to the

Joinder to the Lock-Up Agreement]

EX-10.6 — FORM OF PRE-FUNDED WARRANT

EX-10.6

Filename: ea030895401ex10-6.htm · Sequence: 8

Exhibit 10.6

THIS WARRANT AND THE SHARES OF COMMON STOCK

ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED

FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES

ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL

REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES

ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER, TO A STOCKHOLDER, SHAREHOLDER, MEMBER OR PARTNER OF SUCH HOLDER

IN A DISTRIBUTION IN KIND OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN

OPINION).

FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON

STOCK

Number of Shares: [●]

(subject to adjustment)

Warrant No. [●]

Original Issue Date: [●], 20[ ]

[NEW PUBCO NAME], a Delaware

corporation (formerly known as Amanat Acquisition Corp, a Cayman Islands exempted company, prior to its domestication as a Delaware corporation)

(the “Company”), hereby certifies that, pursuant to that certain Business Combination Agreement, dated as of [●],

2026 (as amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and

among the Company, [Merger Sub], Corxel Pharmaceuticals, Inc. and Corxel Pharmaceuticals Limited, a Cayman Islands exempted company (“Corxel

Cayman”), Corxel Cayman or its registered assigns (the “Holder”) is entitled, subject to the terms of this

Pre-Funded Warrant to Purchase Common Stock (this “Warrant”), to purchase from the Company up to [●] shares of

common stock, par value $0.0001 per share, of the Company (the “Common Stock”) (each such share, a “Warrant

Share” and collectively, the “Warrant Shares”), subject to adjustment as provided herein, at an exercise

price of $0.0001 per Warrant Share (the “Exercise Price”). The aggregate exercise price of this Warrant, other than

the Exercise Price, was pre-funded in full and no additional consideration (other than the Exercise Price) shall be payable by the Holder

to effect any exercise of this Warrant. This Warrant is issued at the Effective Time on the date set forth above as the Original Issue

Date (the “Original Issue Date”) as a portion of the Aggregate Transaction Share Consideration in accordance with Section

2.1(b)(vii) of the Business Combination Agreement. Capitalized terms used but not otherwise defined herein have the meanings assigned

to them in the Business Combination Agreement.

1. Definitions.

For purposes of this Warrant, the following terms shall have the following meanings:

“Affiliate”

has the meaning set forth in the Business Combination Agreement.

“Attribution Parties”

means, collectively, the following Persons and entities: (i) any direct or indirect Affiliates of the Holder, (ii) any investment vehicle,

including, any funds, feeder funds or managed accounts, currently, or from time to time after the date hereof, directly or indirectly

managed or advised by the Holder’s investment manager, (iii) any Person acting or who could be deemed to be acting as a Group together

with the Holder or any Attribution Parties and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would

or could be aggregated with the Holder’s and/or any other Attribution Parties for purposes of Section 13(d) or Section 16 of the

Exchange Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the

Maximum Percentage (as defined below).