Form 8-K

8-K — Digital Asset Acquisition Corp.

Accession: 0001213900-26-108077

Filed: 2026-10-08

Period: 2026-10-07

CIK: 0002052162

SIC: 6022 (STATE COMMERCIAL BANKS)

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 — ea0308088-8k425_digital.htm (Primary)

EX-2.1 — MERGER AGREEMENT, DATED AS OF OCTOBER 7, 2026, BY AND BETWEEN DIGITAL ASSET ACQUISITION CORP. AND TITAN STRATEGICS HOLDINGS LTD (ea030808801ex2-1.htm)

EX-3.1 — FORM OF CERTIFICATE OF INCORPORATION OF PARENT (ea030808801ex3-1.htm)

EX-3.2 — FORM OF BYLAWS OF PARENT (ea030808801ex3-2.htm)

EX-10.1 — PARENT SUPPORT AGREEMENT, DATED AS OF OCTOBER 7, 2026, BY AND AMONG DIGITAL ASSET ACQUISITION CORP., TITAN STRATEGICS HOLDINGS LTD, DAAQ SPONSOR LLC AND CERTAIN OTHER SHAREHOLDERS OF PARENT (ea030808801ex10-1.htm)

EX-10.2 — COMPANY SUPPORT AGREEMENT, DATED AS OF OCTOBER 7, 2026, BY AND AMONG DIGITAL ASSET ACQUISITION CORP., TITAN STRATEGICS HOLDINGS LTD AND THE OTHER PARTIES THERETO (ea030808801ex10-2.htm)

EX-10.3 — FORM OF LOCK-UP AGREEMENT (ea030808801ex10-3.htm)

EX-10.4 — FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (ea030808801ex10-4.htm)

EX-10.5 — FORM OF PIPE SUBSCRIPTION AGREEMENT (ea030808801ex10-5.htm)

EX-99.1 — JOINT PRESS RELEASE, DATED OCTOBER 8, 2026 (ea030808801ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-10-07

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2026-10-07

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION

13 OR 15(d)

OF THE SECURITIES EXCHANGE

ACT OF 1934

Date of Report (Date of

earliest event reported): October 7, 2026

DIGITAL ASSET ACQUISITION CORP.

(Exact name of registrant

as specified in its charter)

Cayman Islands

001-42612

N/A

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

174 Nassau Street,

Suite 2100

Princeton, New Jersey 08542

(Address of principal

executive offices, including zip code)

Registrant’s telephone

number, including area code: (609) 924-0759

Not Applicable

(Former name or former

address, if changed since last report)

Check the appropriate

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

provisions:

☒

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

☐

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

☐

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

☐

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

Securities registered

pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant

DAAQU

The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

DAAQ

The Nasdaq Stock Market LLC

Redeemable warrants, each whole redeemable warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

DAAQW

The Nasdaq Stock Market LLC

Indicate by check mark

whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)

or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

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

Item 1.01. Entry into a Material Definitive

Agreement.

Merger Agreement

On October 7, 2026, Digital

Asset Acquisition Corp., a Cayman Islands exempted company (“DAAQ” or “Parent”), entered into a

merger agreement with Titan Strategics Holdings Ltd, a Cayman Islands exempted company (“Titan” or the “Company”)

(as it may be amended and/or restated from time to time, the “Merger Agreement”). Capitalized terms used in this Current

Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Merger Agreement.

Titan Strategics AS, a wholly

owned subsidiary of the Company, holds exploration permits for the Billingen Project, comprising an aggregate license area of approximately

207 km2 in the Billingen-Falbygden region of Sweden, and carries on the business of holding and maintaining such permits and conducting

exploration activities thereunder.

The

board of directors of DAAQ has unanimously approved and declared advisable the Merger Agreement and the Business Combination (as defined

below) and resolved to recommend approval of the Merger Agreement and related matters to DAAQ’s shareholders. Following the date

of the Merger Agreement and prior to the Domestication (as defined below), Parent shall incorporate a Cayman Islands exempted company

and wholly owned subsidiary of Parent (“Merger Sub”), to be incorporated for the sole purpose of effectuating the Merger

(as defined below). Following the incorporation of Merger Sub, Parent shall cause Merger Sub to enter into a joinder to the Merger Agreement.

Pursuant

to the terms of the Merger Agreement, DAAQ shall de-register from the Cayman Islands by way of continuation out of the Cayman Islands

and into the State of Delaware and domesticate as a Delaware corporation (the “Domestication”), and concurrently with

the Domestication, DAAQ shall change its name to “Renaissance Nuclear, Inc.” On the Closing Date (as defined below), (i) Merger

Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as the surviving company

(as defined in the Companies Act (As Revised) of the Cayman Islands) (the “Surviving Company”) and becoming a wholly-owned

subsidiary of Parent as a result of the Merger; and (ii) upon the effectiveness of the Merger, the Surviving Company will change its name

to a name to be mutually agreed by the parties prior to the Closing.

The Domestication and Merger

In accordance with the Merger

Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, on the day that is at least one business day

prior to the Effective Time (as defined below), DAAQ shall effectuate the Domestication. Immediately prior to the Domestication, each

Parent Class B Ordinary Share issued and outstanding immediately prior to the Domestication shall be automatically converted into one

Parent Class A Ordinary Share and there shall be no Parent Class B Ordinary Shares outstanding thereafter.

In connection with the Domestication,

DAAQ will (i) file a certificate of incorporation with the Secretary of State of the State of Delaware substantially in the form attached

as Exhibit 3.1 hereto (the “Parent Certificate of Incorporation”) and incorporated by reference herein, whereby Parent

shall have one class of common stock, par value $0.0001 per share (the “Parent Common Shares”); and (ii) adopt bylaws

substantially in the form attached as Exhibit 3.2 hereto (the “Parent Bylaws”) and incorporated by reference herein,

in each case, with such changes as may be agreed in writing by Parent and the Company.

In connection with the Domestication,

(i) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one Parent Common Share, (ii) each

whole Parent Warrant that is outstanding and unexercised shall convert automatically into a warrant to acquire one Parent Common Share

pursuant to the terms of the Warrant Agreement (each, a “Domesticated Parent Warrant”), (iii) each then issued and

outstanding Parent Unit shall separate and convert automatically into one Parent Class A Ordinary Share and one-half of one redeemable

Parent Warrant and each such Parent Class A Ordinary Share and each such whole Parent Warrant shall convert automatically into one Parent

Common Share and one Domesticated Parent Warrant, respectively, and all Parent Units shall cease to be outstanding and shall automatically

be canceled and retired and shall cease to exist, (iv) Parent’s name will be “Renaissance Nuclear, Inc.” and (v) the

governing documents of Parent will become the Parent Certificate of Incorporation and the Parent Bylaws.

Upon the terms and subject

to the conditions of the Merger Agreement, at least one business day following the Domestication, Merger Sub will merge with and into

the Company after which the Company will be the surviving corporation and a wholly-owned subsidiary of Parent.

The Merger shall become effective

upon the time of registration of the plan of merger with respect to the Merger (the “Plan of Merger”) by the Cayman

Registrar or at such later time as is agreed to by the parties and specified in the Plan of Merger (the time at which the Merger becomes

effective is herein referred to as the “Effective Time”). The Domestication, the Merger, and other transactions contemplated

by the Merger Agreement are collectively referred to herein as the “Business Combination,” the consummation of the

Merger is referred to as the “Closing” and the date of the Closing is referred to as the “Closing Date.”

Merger Consideration and Structure

Pursuant to the Merger Agreement,

DAAQ has agreed to acquire all of the equity interests of the Company for the sum of $250,000,000 (the “Base Purchase Price”),

comprising 25,000,000 Parent Common Shares (calculated as the quotient obtained by dividing (a) the Base Purchase Price, by (b) $10.00)

(the “Aggregate Merger Consideration”).

Effect of the Merger

Each Company Ordinary Share

issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares and any Dissenting Shares) shall be converted

into the right to receive a number of Parent Common Shares equal to the Conversion Ratio. Such conversion shall be effected pursuant to

the Plan of Merger by means of the cancellation of such Company Ordinary Shares in exchange for the right to receive the Aggregate Merger

Consideration. All of the Company Ordinary Shares converted into the right to receive the Aggregate Merger Consideration pursuant to the

Merger Agreement shall no longer be outstanding and shall automatically be cancelled and shall cease to exist at the Effective Time.

“Company Ordinary

Shares” means the ordinary shares of a par value of $0.0001 per share, of the Company.

“Conversion Ratio”

means the quotient obtained by dividing (a) 25,000,000 (i.e., the number of Parent Common Shares constituting the Aggregate Merger

Consideration), by (b) the number of shares constituting the Aggregate Fully Diluted Company Ordinary Shares.

“Aggregate Fully

Diluted Company Ordinary Shares” means the sum, without duplication, of (a) all Company Ordinary Shares that are issued and

outstanding immediately prior to the Effective Time; plus (b) the aggregate number of Company Ordinary Shares issuable upon full conversion,

exercise or exchange of any other securities of the Company or any other member of the Company Group outstanding immediately prior to

the Effective Time directly or indirectly convertible into or exchangeable or exercisable for Company Ordinary Shares.

Conversion of Merger Sub Ordinary Shares

At the Effective Time, each

Merger Sub Ordinary Share issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly

issued, fully paid and nonassessable ordinary share of the Surviving Company registered in the name of Parent. Such conversion shall be

effected pursuant to the Plan of Merger.

Post-Closing Board of Directors and Executive

Officers

Prior to the Effective Time,

the parties shall mutually agree on the composition of Parent’s Board of Directors and Parent’s officers as of immediately

following the Effective Time. At least a majority of the Board of Directors shall qualify as independent directors under Nasdaq or another

national stock exchange rules, as applicable.

Representations, Warranties and Covenants

The parties to the Merger

Agreement have made customary representations, warranties and covenants in the Merger Agreement, including, among other things, covenants

with respect to the conduct of the Company and DAAQ and their respective subsidiaries prior to the Closing, including the Company’s

covenant to provide to Parent no later than ninety (90) days following the date of the Merger Agreement with (a) the audited financial

statements of the Company for the period from inception through a date to be mutually agreed by the parties and (b) the audited financial

statements of Titan Strategics AS and its subsidiaries for the twelve month periods ended December 31, 2025 and 2024, for inclusion in

the registration statement on Form S-4 to be filed by DAAQ and the Company in connection with the Business Combination (the “Registration

Statement”), and Parent and the Company shall jointly prepare and file with the SEC, mutually acceptable proxy materials which

shall be included in the Registration Statement.

During the period commencing

on the date of execution of the Merger Agreement and until the earlier of the Closing Date and the termination of the Merger Agreement,

DAAQ shall not, without Titan’s prior written consent, amend, modify, supplement or waive any material provision of any PIPE Subscription

Agreement or the PIPE Financing or enter into any other documents or agreements in connection therewith other than the PIPE Subscription

Agreement as in effect on the date thereof.

Conditions to Closing

The Closing of the Business

Combination is subject to certain customary conditions of the respective parties, including, among other things: (i) approval of the Business

Combination and related agreements and transactions by the respective shareholders of DAAQ and the Company; (ii) effectiveness of the

Registration Statement; (iii) Parent’s initial listing application shall have been conditionally approved for listing on The Nasdaq

Stock Market (“Nasdaq”) or another national stock exchange; (iv) there shall not have occurred a respective Material Adverse

Effect in respect of the Company and Parent that is continuing; (v) that the respective Fundamental Representations shall be true and

correct in all respects; (vi) the Certificate of Domestication and Parent Certificate of Incorporation shall have been duly filed with

the Secretary of State of the State of Delaware; (vii) that all respective officer certificates of the Company and Parent are delivered;

(viii) all parties shall have executed and delivered to each other a copy of each Ancillary Agreement to which they are a party; (ix)

the size and composition of the post-Closing Parent Board of Directors shall have been appointed; (x) the aggregate Indebtedness of the

Company Group at the Closing shall not exceed $500,000; (xi) the PIPE Financing (as defined below) shall have been consummated immediately

prior to the Closing in accordance with the PIPE Subscription Agreement (as defined below), (xii) the amount of Parent Closing Cash at

the Closing shall equal or exceed $10,000,000; and (xiii) that Parent shall have received information satisfactory to Parent, in its sole

discretion, that (a) the Billingen exploration permits are valid and in good standing, (b) potential required applications for extensions

of permits have been filed and that the Company and/or its subsidiaries qualify for being granted such extensions, including by having

undertaken sufficient exploration work or having plans to undertake such work prior to the permit expiration dates, (c) no Swedish Authority

consent is required for the Merger or the Post-Closing Restructuring, and (d) the Post-Closing Restructuring can be completed under Norwegian

law.

Termination

The

Merger Agreement may be terminated by Parent and the Company under certain circumstances, including:

(i)

by mutual written agreement of Parent and the Company;

(ii)

by either Parent or the Company if (a) the Closing has not occurred on or before June 1, 2027, provided that such date shall be automatically extended for an additional three months if the Securities and Exchange Commission has provided more than one round of comments with respect to the Proxy Statement/Prospectus (such date as it may be extended, the “Outside Closing Date”) and (b) the material breach or violation of any representation, warranty, covenant or obligation under the Merger Agreement by the party (i.e., Parent or Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate the Merger Agreement was not the cause of, or did not result in, the failure of the Closing to occur on or before the Outside Closing Date;

(iii)

by either Parent or the Company if the Business Combination is prohibited or made illegal by a final, non-appealable governmental order or law and the failure to comply with any provision of the Merger Agreement by the party seeking to terminate the Merger Agreement is not a substantial cause of, or has not substantially resulted in, such order or law;

(iv)

by Parent if the Mining Technical Report has not been delivered to Parent within seventy-five (75) days following the date of the Merger Agreement;

(v)

by Parent, if the Company, (a) at any time prior to the Closing, has breached any of its covenants, agreements, representations and warranties contained in the Merger Agreement except that, if such breach is curable by the Company through the exercise of its reasonable best efforts, then, for a period of up to 30 days after receipt of a notice from DAAQ, of such breach, but only as long as the Company continues to use its reasonable best efforts to cure such breach, such termination shall not be effective, and such termination shall become effective only if it is not cured within such 30-day period or (b) at any time after the Company Shareholder Written Consent Deadline if the Company has not delivered the Company Shareholder Approval to Parent (provided, that upon the Company delivering the Company Shareholder Approval to Parent, Parent shall no longer have any right to terminate the Merger Agreement); or

(vi)

by the Company, if Parent, at any time prior to the Closing, has breached any of its covenants, agreements, representations and warranties contained in the Merger Agreement except that, if such breach is curable by Parent through the exercise of its reasonable best efforts, then, for a period of up to 30 days after receipt of a notice from the Company, of such breach, but only as long as Parent continues to use its reasonable best efforts to cure such breach, such termination shall not be effective, and such termination shall become effective only if it is not cured within such 30-day period.

If the Merger Agreement is

terminated, it will become void and have no further force or effect without liability of any party, except for liability resulting from

a party’s willful and material breach or common law fraud.

The foregoing description

of the Merger Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and

conditions of the Merger Agreement, a copy of which is filed hereto as Exhibit 2.1 and is incorporated herein by reference.

Certain Related Agreements

Parent Support Agreement

In connection with the execution

of the Merger Agreement, Parent entered into a support agreement (the “Parent Support Agreement”) with DAAQ Sponsor

LLC (the “Sponsor”), certain other shareholders of Parent and the Company, pursuant to which the Sponsor and each such

Parent shareholder have agreed to, among other things, (i) vote all of its Parent Common Shares in favor of the various proposals related

to the Business Combination and the Merger Agreement and any other matters requested by Parent for consummation of the Business Combination,

(ii) vote against any alternative proposal or alternative transaction or any proposal relating to a business combination transaction (other

than the Merger Agreement, the Merger or any of the transactions contemplated thereby), (iii) vote against any merger agreement or merger,

consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or

by Parent (other than the Merger Agreement or the Ancillary Agreements and the Merger and the other transactions contemplated thereby),

(iv) vote against any change in the business, management or board of directors of Parent (other than in connection with the Merger Agreement,

the Merger or any of the transactions contemplated thereby), (v) vote against any proposal, action or agreement that would (A) impede,

interfere with, delay, postpone, frustrate, prevent or nullify any provision of the Parent Support Agreement, the Merger Agreement, the

Ancillary Agreements or the Merger or any of the transactions contemplated thereby, (B) result in a breach in any respect of any covenant,

representation, warranty or any other obligation or agreement of Parent, the Merger Sub or the Sponsor under the Merger Agreement or the

Parent Support Agreement, as applicable, (C) result in any of the conditions set forth in Article IX of the Merger Agreement not being

fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock

of, DAAQ, (vi) vote in favor of any proposal to extend the period of time DAAQ is afforded under its organizational documents to consummate

an initial business combination, (vii) immediately prior to the Domestication, convert its Parent Class B Ordinary Shares on a one-for-one

basis into Parent Class A Ordinary Shares, (viii) comply with the Letter Agreement dated April 28, 2025, including the obligation not

to redeem its shares, (ix) waive any right to dissent, demand payment or seek appraisal under applicable Law, including the Cayman Companies

Act, in connection with the Merger, (x) not commence, join in, facilitate, assist or encourage challenges to the Merger Agreement or the

transactions contemplated thereby, and (xi) be bound by the exclusivity and publicity provisions of the Merger Agreement, in each case,

subject to the terms and conditions of the Parent Support Agreement.

During the period commencing

on the date of the Merger Agreement and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement

shall be validly terminated in accordance with its terms and (c) the liquidation of Parent, the Sponsor and each such Parent shareholder

shall not, without the prior written consent of the Company, directly or indirectly, (i) sell, offer to sell, contract or agree to sell,

hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of or transfer, (ii) enter into

any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject

Securities (as defined in the Parent Support Agreement) owned by such Parent shareholder or (iii) publicly announce any intention to effect

any such transaction; provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer (as defined

in the Parent Support Agreement).

The foregoing description

of the Parent Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Parent

Support Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Company Support Agreement

In connection with the execution

of the Merger Agreement, DAAQ entered into a support agreement (the “Company Support Agreement”) with the Company and

certain shareholders of the Company (the “Company Supporting Shareholders”) pursuant to which the Company Supporting

Shareholders agreed to, among other things, (i) vote to adopt and approve, the Merger Agreement and the transactions contemplated thereby,

(ii) vote against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization,

dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement or the Ancillary Agreements and the Merger

and the other transactions contemplated thereby), (iii) vote against any change in the business (to the extent in violation of the Merger

Agreement), management or board of directors of the Company (other than in connection with the Merger Agreement and the transactions contemplated

thereby, including the Merger), and (iv) vote against any proposal, action or agreement that would (A) impede, interfere with, delay,

postpone, frustrate, prevent or nullify any provision of the Company Support Agreement, the Merger Agreement, the Ancillary Agreements

or the Merger or any of the transactions contemplated thereby, (B) result in a breach in any respect of any covenant, representation,

warranty or any other obligation or agreement of the Company or the Company shareholders under the Merger Agreement or the Company Support

Agreement, as applicable, (C) result in any of the conditions set forth in Article IX of the Merger Agreement not being fulfilled, or

(D) change in any manner the dividend policy or capitalization of the Company, including the voting rights of any share capital of the

Company.

In addition, the Company Supporting

Shareholders agreed that during the period commencing on the date of the Company Support Agreement until the earlier of (a) the Effective

Time and (b) such date and time as the Merger Agreement shall be validly terminated in accordance with its terms, each Company Supporting

Shareholder shall not, without the prior written consent of Parent, directly or indirectly, (i) sell, offer to sell, contract or agree

to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of or transfer any Company

shares owned by such Company Supporting Shareholder, (ii) enter into any swap or other arrangement that transfers to another, in whole

or in part, any of the economic consequences of ownership of any Company shares owned by such Company Supporting Shareholder, or (iii)

publicly announce any intention to effect any such transaction, provided, however, that the foregoing restrictions shall not apply to

any Permitted Transfer (as defined in the Company Support Agreement). The Company Supporting Shareholders also agreed not to engage in

any transaction involving the securities of Parent prior to the Closing, irrevocably waived any right to dissent, demand payment or seek

appraisal under applicable Law, including the Cayman Companies Act, in connection with the Merger, and agreed not to commence, join in,

facilitate, assist or encourage any challenge to the Merger Agreement or the transactions contemplated thereby, in each case, subject

to the terms and conditions of the Company Support Agreement.

The foregoing description

of the Company Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Company

Support Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.

Lock-Up Agreement

Effective as of the Closing

Date, Parent will enter into a Lock-Up Agreement (the “Lock-Up Agreement”) with DAAQ Sponsor LLC (the “Sponsor”),

certain current and/or former shareholders, officers and directors of the Company and other parties party thereto, pursuant to which the

Lock-up Shares (as defined below), if any, held by such holders immediately following the Closing will be subject to a lock-up (the “Lock-up”)

for the Lock-up Period. The “Lock-up Period” means the period beginning on the Closing Date and ending on the eighteen-month

anniversary thereof, during which the Lock-up Shares shall be released from the Lock-up in five equal installments in accordance with

the following schedule set forth in the Lock-Up Agreement:

(a)

20% of the Lock-up Shares shall be released from the Lock-up on the six-month anniversary of the Closing Date;

(b)

20% of the Lock-up Shares shall be released from the Lock-up on the nine-month anniversary of the Closing Date;

(c)

20% of the Lock-up Shares shall be released from the Lock-up on the twelve-month anniversary of the Closing Date;

(d)

20% of the Lock-up Shares shall be released from the Lock-up on the fifteen-month anniversary of the Closing Date; and

(e)

20% of the Lock-up Shares shall be released from the Lock-up on the eighteen-month anniversary of the Closing Date.

Notwithstanding anything in

the Lock-Up Agreement to the contrary, if at any time during the Lock-up Period, the Uranium Spot Trade Price (as defined below) for any

20 Trading Days (as defined below) within any 30 consecutive Trading Day period equals or exceeds:

(i)

$135, then 20% of the Lock-up Shares shall be released from the Lock-up, in the aggregate;

(ii)

$157, then 40% of the Lock-up Shares shall be released from the Lock-up, in the aggregate; and

(iii)

$179, then 60% of the Lock-up Shares shall be released from the Lock-up, in the aggregate.

The term “Lock-up

Shares” means, in the case of each holder, 70% of the Parent Common Shares and any other equity securities convertible into

or exercisable or exchangeable for or representing the rights to receive Parent Common Shares, if any, beneficially owned by such holder

immediately following the Closing. Notwithstanding the foregoing, the Lock-up Shares shall not include Parent Common Shares acquired by

any such holder in open market transactions during the Lock-up Period or the Advisor Shares.

The term “Trading

Day” means any day on which both TradeTech, LLC and UxC, LLC publish a U₃O₈ spot price; provided that, if either

TradeTech, LLC or UxC, LLC ceases publishing such spot price or does not publish such spot price for five consecutive Business Days, “Trading

Day” shall mean any day on which the remaining publisher publishes a U₃O₈ spot price or, if neither publisher continues

to publish such spot price, any day on which a comparable replacement uranium pricing source selected by the Company in good faith publishes

a U₃O₈ spot price.

The term “Uranium

Spot Trade Price” means, for any Trading Day, the arithmetic average of the U₃O₈ spot prices per pound most recently

published by TradeTech, LLC and UxC, LLC as of such Trading Day and reported on Cameco Corporation’s uranium price webpage; provided

that, if only one such price is available, the available price shall control.

The foregoing description

of the form of Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form

of Lock-Up Agreement, a copy of which is filed as Exhibit 10.3 hereto and incorporated by reference herein.

Amended and Restated Registration Rights Agreement

The Merger Agreement contemplates

that, at the Closing, Parent, certain Sponsor Parties, ROPA Investments (Gibraltar) Limited, a Gibraltar corporation (“ROPA”),

and certain ROPA designees (collectively, the “Holders”) will enter into an amended and restated registration rights

agreement (the “Registration Rights Agreement”), pursuant to which Parent will agree to register for resale, pursuant

to Rule 415 under the Securities Act, certain Parent Common Shares that are held by the Holders from time to time, including (a) any outstanding

Parent Common Shares, including any Parent Common Shares issued or issuable to a Holder pursuant to the Merger Agreement, and any Parent

Common Shares issued or issuable upon the exercise, conversion, vesting or settlement of any other equity security of the Company held

by a Holder immediately following the Closing; (b) any outstanding Parent Common Shares and Parent Common Shares issued or issuable upon

the exercise of any other equity security of Parent acquired by a Holder following the Closing Date 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 Parent; (c) any Additional Holder Common Stock (as defined in the Registration Rights Agreement); and (d) any other equity security

of Parent 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.

The Registration Rights Agreement

amends and restates the registration rights agreement that was entered into by DAAQ, the Sponsor and the other parties thereto in connection

with DAAQ’s initial public offering. The Registration Rights Agreement will terminate, with respect to any Holder, on the date that

such Holder no longer holds any Registrable Securities (as defined therein).

The foregoing description

of the form of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions

of the form of Registration Rights Agreement, a copy of which is filed as Exhibit 10.4 hereto and incorporated by reference herein.

Advisor Agreement and Shares

As promptly as reasonably

practicable following the date of the Merger Agreement, the Sponsor and Parent will mutually agree on the form of an advisor agreement

to be entered into at Closing, pursuant to which the Sponsor will act as an advisor to Parent and its board of directors following the

Closing. At the Closing, Parent shall issue to the Sponsor 4,000,000 Parent Common Shares, the vesting of which shall be subject to the

fulfillment of the following share price metrics (the “Advisor Shares”):

(a)

if the closing price of the Parent Common Shares following the Closing equals or exceeds $12.50, 1,000,000 Parent Common Shares shall vest;

(b)

if the closing price of the Parent Common Shares following the Closing equals or exceeds $15.00, 1,000,000 Parent Common Shares shall vest;

(c)

if the closing price of the Parent Common Shares following the Closing equals or exceeds $17.50, 1,000,000 Parent Common Shares shall vest; and

(d)

if the closing price of the Parent Common Shares following the Closing equals or exceeds $20.00, 1,000,000 Parent Common Shares shall vest.

The Parent Equity

Incentive Plan shall initially have 6,000,000 Parent Common Shares available for issuance thereunder, and shall include an

“evergreen” provision mutually agreeable to the Company and Parent providing for an automatic increase on the first day

of each fiscal year in the number of shares available for issuance under the Parent Equity Incentive Plan as mutually determined by

the Company and Parent. Out of the authorized shares under the Parent Equity Incentive Plan, an initial allocation of 1,000,000

Parent Common Shares will be awarded and issued under the Parent Equity Incentive Plan simultaneously with the Advisor Shares at the

Closing to one or more persons designated by ROPA, the vesting of which will be subject to the same share price metrics as those

for the Advisor Shares.

PIPE Subscription

Agreement

Contemporaneously

with the execution of the Merger Agreement, Parent entered into a subscription agreement (the “PIPE Subscription Agreement”),

with an accredited investor (the “PIPE Investor”), pursuant to which the PIPE Investor agreed to subscribe for, or

to introduce other accredited investors to purchase, and Parent agreed to issue to the PIPE Investor and such other subscribers, an aggregate

of 1,500,000 Parent Common Shares at a purchase price of $10.00 per share (the “PIPE Financing”) for aggregate gross

proceeds of $15,000,000 (the “PIPE Investment Amount”). Additionally, as consideration for its participation in the

PIPE Financing, Parent agreed to issue at the closing of the PIPE Financing 250,000 Parent Common Shares (the “Participation

Shares”) to the PIPE Investor. Immediately prior to the issuance of the Participation Shares and immediately following the Domestication,

the Sponsor agreed to forfeit to Parent for no consideration a number of Parent Common Shares equal to the number of Participation Shares.

Parent has agreed to register for resale the Parent Common Shares purchased by the PIPE Investor and the Participation Shares to be issued

to the PIPE Investor pursuant to the PIPE Subscription Agreement by filing a registration statement with the SEC within 30 days of the

closing of the PIPE Financing. The PIPE Financing is expected to close on the Closing Date.

The

foregoing description of the PIPE Subscription Agreement does not purport to be complete and is qualified in its entirety by the terms

and conditions of the PIPE Subscription Agreement, a form of which is filed as Exhibit 10.5 hereto and incorporated by reference herein.

Contemporaneously

with the execution of the Merger Agreement, Parent entered into a finders agreement with a third party (the “Finder”),

whereby, in consideration of the Finder introducing Parent to Titan Strategics AS, after the Domestication and upon the consummation of

the Business Combination, Parent shall issue and deliver to the Finder or its designee an aggregate of 1,750,000 Parent Common Shares

(the “Referral Fee Shares”). Immediately prior to the issuance of the Referral Fee Shares and immediately following

the Domestication, the Sponsor agrees to forfeit to Parent for no consideration a number of Parent Common Shares equal to the number of

Referral Fee Shares. Parent agreed to register the Referral Fee Shares on materially the same terms as the Registration Rights Agreement,

dated April 28, 2025, by and among Parent, the Sponsor and the other holders party thereto.

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 Parent Common Shares to the

PIPE Investor and the other subscribers pursuant to the PIPE Subscription Agreement and the Referral Fee Shares to the Finder pursuant

to the finders agreement is incorporated by reference herein. The Parent Common Shares issuable to the PIPE Investor and the other subscribers

pursuant to the PIPE Subscription Agreement and the Referral Fee Shares to the Finder pursuant to the finders agreement will not be registered

under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration

provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 7.01 Regulation FD Disclosure.

On October 8, 2026, DAAQ and

Titan issued a press release relating to, among other things, the Business Combination. A copy of the press release is furnished hereto

as Exhibit 99.1 and incorporated herein by reference.

The foregoing exhibit and

the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to

be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Important Information About the Business

Combination and Where to Find It

The Business Combination will

be submitted to shareholders of DAAQ for their consideration. DAAQ and Titan intend to jointly file a registration statement on Form S-4

(the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which will

include a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”).

A definitive Proxy Statement/Prospectus will be mailed to DAAQ’s shareholders as of a record date to be established for voting on

the Business Combination and other proposals. DAAQ may also file other relevant documents

regarding the Business Combination with the SEC. DAAQ’s shareholders and other

interested persons are advised to read, once available, the preliminary Proxy Statement/Prospectus and any amendments thereto and, once

available, the definitive Proxy Statement/Prospectus, in connection with DAAQ’s solicitation of proxies for its extraordinary meeting

of shareholders to be held to approve, among other things, the Business Combination, because these documents will contain important information

about DAAQ, Titan and the Business Combination. Shareholders may also obtain a copy of the preliminary or definitive Proxy Statement/Prospectus,

once available, as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC

by DAAQ, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: DAAQ’s principal executive

offices at 174 Nassau Street, Suite 2100, Princeton, New Jersey 08542.

Participants in the Solicitation

DAAQ

and Titan and certain of their respective directors, executive officers and other members of management and employees may be considered

participants in the solicitation of proxies with respect to the Business Combination under the rules of the SEC. Information about (i)

the directors and executive officers of DAAQ is set forth in the DAAQ Annual Report on Form 10-K for the year ended

December 31, 2025, which was filed with the SEC on March 3, 2026, and (ii) a description of the interests of the directors and executive

officers of DAAQ and Titan, and the Business Combination, will be contained in the Registration

Statement and the Proxy Statement/Prospectus when available, which documents can be obtained free of charge from the sources indicated

above.

Forward-Looking Statements

The disclosure herein includes

certain statements that are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied

by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”

“intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,”

“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, but the absence

of these words does not mean that a statement is not forward looking. These forward-looking statements include, but are not limited to,

(1) statements regarding estimates and forecasts of other financial, performance and operational metrics and projections of market opportunity;

(2) references with respect to the anticipated benefits of the proposed Business Combination and the projected future financial performance

of Titan following the proposed Business Combination; (3) changes in the market for Titan’s expansion plans and opportunities; (4)

the sources and uses of cash in connection with the proposed Business Combination; (5) the anticipated capitalization and enterprise value

of DAAQ following the consummation of the proposed Business Combination; (6) current and future potential commercial and customer relationships;

(7) the ability to operate efficiently at scale; (8) anticipated investments in capital resources and research and development, and the

effect of these investments; (9) the amount of redemption requests made by DAAQ’s public shareholders; (10) the ability of DAAQ

to issue equity or equity-linked securities in the future; (11) the failure to achieve the minimum cash at closing requirements; (12)

the inability to obtain or maintain the listing of the combined company’s common stock on Nasdaq following the proposed Business

Combination, including but not limited to redemptions exceeding anticipated levels or the failure to meet Nasdaq’s initial listing

standards in connection with the consummation of the proposed Business Combination; (13) the availability and funding of the PIPE Financing,

including the risk that any PIPE Investor may fail to satisfy its obligations; and (14) expectations related to the terms and timing of

the proposed Business Combination. These statements are based on various assumptions, whether or not identified in this Form 8-K, and

on the current expectations of DAAQ’s and Titan’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 any 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 will differ from assumptions. Many actual events and circumstances are beyond the control of DAAQ and Titan.

These forward-looking statements are subject to a number of risks and uncertainties, as set forth in the section entitled “Risk

Factors” and “Cautionary Note Regarding Forward-Looking Statements” in DAAQ’s Annual

Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 3, 2026, and/or will

be contained in the Registration Statement and the Proxy Statement/Prospectus when available, and in those other documents that

DAAQ and Titan has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results

could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive,

and there may be additional risks that neither DAAQ nor Titan presently know or that DAAQ and Titan 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 DAAQ’s and Titan’s expectations, plans or forecasts of future events and views as of the date of this Current Report

on Form 8-K. DAAQ and Titan anticipate that subsequent events and developments will cause DAAQ’s and Titan’s assessments to

change. However, while DAAQ and Titan may elect to update these forward-looking statements at some point in the future, DAAQ and Titan

specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing DAAQ’s

and Titan’s assessments as of any date subsequent to the date of this release. Accordingly, undue reliance should not be placed

upon the forward-looking statements.

No Offer or Solicitation

This Current Report on Form

8-K shall not constitute an offer to sell, or a 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 Business Combination, nor

shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation

or sale may be unlawful under the laws of such jurisdiction. This Current Report on Form 8-K does not constitute either advice or a recommendation

regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities

Act, or an exemption therefrom.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

2.1†

Merger Agreement, dated as of October 7, 2026, by and between Digital Asset Acquisition Corp. and Titan Strategics Holdings Ltd

3.1

Form of Certificate of Incorporation of Parent

3.2

Form of Bylaws of Parent

10.1†

Parent Support Agreement, dated as of October 7, 2026, by and among Digital Asset Acquisition Corp., Titan Strategics Holdings Ltd, DAAQ Sponsor LLC and certain other shareholders of Parent

10.2†

Company Support Agreement, dated as of October 7, 2026, by and among Digital Asset Acquisition Corp., Titan Strategics Holdings Ltd and the other parties thereto

10.3

Form of Lock-Up Agreement

10.4

Form of Amended and Restated Registration Rights Agreement

10.5

Form of PIPE Subscription Agreement

99.1

Joint Press Release, dated October 8, 2026

104

Cover

Page Interactive Data File (embedded with the Inline XBRL document)

† Certain

of the 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.

SIGNATURES

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.

DIGITAL ASSET ACQUISITION CORP.

By:

/s/ Peter Ort

Name:

Peter Ort

Title:

Principal Executive Officer and Co-Chairman

Date: October 8, 2026

EX-2.1 — MERGER AGREEMENT, DATED AS OF OCTOBER 7, 2026, BY AND BETWEEN DIGITAL ASSET ACQUISITION CORP. AND TITAN STRATEGICS HOLDINGS LTD

EX-2.1

Filename: ea030808801ex2-1.htm · Sequence: 2

Exhibit 2.1

MERGER AGREEMENT

dated October 7, 2026

by and between

Titan Strategics Holdings Ltd

and

Digital Asset Acquisition

Corp.

Table of Contents

Page

ARTICLE I DEFINITIONS

1.1

Definitions

1.2

Construction

ARTICLE II THE DOMESTICATION AND THE MERGER

2.1

Domestication

2.2

Merger

2.3

Merger Effective Time

2.4

Effect of the Merger

2.5

U.S. Tax Treatment

2.6

Company Memorandum and Articles of Association

2.7

Closing

2.8

Directors and Officers of Surviving Company

2.9

Directors and Officers of Parent

2.10

Taking of Necessary Action; Further Action

2.11

No Further Ownership Rights in Company Ordinary Shares

ARTICLE III EFFECT OF THE MERGER

3.1

Effect of the Merger on Company Ordinary Shares

3.2

Effect of the Merger on Merger Sub Ordinary Shares

3.3

[Reserved]

3.4

Surrender and Payment

3.5

Dissenting Shares

3.6

Adjustment

3.7

No Fractional Shares

3.8

Lost or Destroyed Certificates

3.9

Withholding

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY

4.1

Corporate Existence and Power

4.2

Authorization

4.3

Governmental Authorization

4.4

Non-Contravention

4.5

Capitalization

4.6

Subsidiaries

4.7

Corporate Records

4.8

Consents

4.9

Financial Statements

4.10

[Reserved]

4.11

Absence of Certain Changes

4.12

Properties; Title to the Company Group’s Assets

4.13

Litigation

4.14

Contracts

4.15

Licenses and Permits

4.16

Compliance with Laws

4.17

Intellectual Property

4.18

Employees; Employment Matters

4.19

[Reserved]

4.20

[Reserved]

Table of Contents (continued)

Page

4.21

Real Property

4.22

Taxes

4.23

Environmental Matters

4.24

Finders’ Fees

4.25

Directors and Officers

4.26

Certain Business Practices

4.27

Insurance

4.28

Related Party Transactions

4.29

No Trading or Short Position

4.30

Exchange Act

4.31

Top Suppliers

4.32

Titan

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

5.1

Corporate Existence and Power

5.2

Merger Sub

5.3

Corporate Authorization

5.4

Governmental Authorization

5.5

Non-Contravention

5.6

Finders’ Fees

5.7

Issuance of Shares

5.8

Capitalization

5.9

Information Supplied

5.10

Trust Fund

5.11

Listing

5.12

Board Approval

5.13

Parent SEC Documents and Financial Statements

5.14

Certain Business Practices

5.15

[Reserved]

5.16

Affiliate Transactions

5.17

Litigation

5.18

Expenses, Indebtedness and Other Liabilities

5.19

Brokers and Other Advisors

5.20

Taxes

ARTICLE VI COVENANTS OF THE PARTIES PENDING CLOSING

6.1

Conduct of the Business

6.2

Exclusivity

6.3

Access to Information

6.4

Notices of Certain Events

6.5

Registration Statement/Proxy Statement; Other Filings

6.6

Trust Account; Proceeds

6.7

Obligations of Merger Sub

6.8

Joinders to Parent Support Agreement

6.9

PIPE Financing

6.10

Extension of Time to Consummate a Business Combination

ARTICLE VII COVENANTS OF THE COMPANY

7.1

Reporting; Compliance with Laws; No Insider Trading

Table of Contents (continued)

Page

7.2

Company’s Shareholder Approval

7.3

Additional Financial Information

7.4

Mining Technical Report

ARTICLE VIII COVENANTS OF ALL PARTIES HERETO

8.1

Reasonable Best Efforts; Further Assurances

8.2

Compliance with SPAC Agreements

8.3

[Reserved]

8.4

Directors’ and Officers’ Indemnification and Liability Insurance

8.5

Parent Public Filings; Nasdaq

8.6

Certain Tax Matters

8.7

Parent Equity Incentive Plan

8.8

Section 16 Matters

8.9

Advisor Agreement and Shares

8.10

Post-Closing Company Group Restructuring

ARTICLE IX CONDITIONS TO CLOSING

9.1

Condition to the Obligations of the Parties

9.2

Conditions to Obligations of Parent and Merger Sub

9.3

Conditions to Obligations of the Company

ARTICLE X TERMINATION

10.1

Termination Without Default

10.2

Termination Upon Default

10.3

Effect of Termination

ARTICLE XI MISCELLANEOUS

11.1

Notices

11.2

Amendments; No Waivers; Remedies

11.3

Arm’s Length Bargaining; No Presumption Against Drafter

11.4

Publicity

11.5

Expenses

11.6

No Assignment or Delegation

11.7

Governing Law

11.8

Counterparts; Electronic Signatures

11.9

Entire Agreement

11.10

Severability

11.11

Further Assurances

11.12

Third Party Beneficiaries

11.13

Waiver

11.14

No Other Representations; No Reliance

11.15

Waiver of Jury Trial

11.16

Submission to Jurisdiction

11.17

Attorneys’ Fees

11.18

Remedies

11.19

Non-Recourse

11.20

Conflicts and Privilege

iii

Exhibit A

–

Form of Parent Certificate of Incorporation

Exhibit B

–

Form of Parent Bylaws

Exhibit C

–

Form of Company Support Agreement

Exhibit D

–

Form of Parent Support Agreement

Exhibit E

–

Form of Lock-Up Agreement

Exhibit F

–

Form of Amended and Restated Registration Rights Agreement

Exhibit G

–

Form of Parent Equity Incentive Plan

Exhibit H

–

Form of PIPE Subscription Agreement

MERGER AGREEMENT

MERGER AGREEMENT, dated as

of October 7, 2026 (this “Agreement”), by and between Titan Strategics Holdings Ltd, a Cayman Islands exempted company

(the “Company”), and Digital Asset Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall

de-register from the Register of Companies in the Cayman Islands 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 prior to the Closing (as defined below)) (“Parent”).

W I T N E S S E T H:

A. The

Company is a newly-incorporated entity incorporated as a Cayman Islands exempted company.

B. The

Company and ROPA Investments (Gibraltar) Limited, a Gibraltar corporation (“ROPA”), have undertaken a restructuring

resulting in the Company becoming (i) a direct wholly-owned Subsidiary of ROPA, and (ii) the direct owner of one hundred percent (100%)

of the equity interests in Titan Strategics AS, a corporation formed under the laws of Norway (“Titan”).

C. Titan

holds exploration permits for the Billingen Project, comprising an aggregate license area of approximately 207 km2 in the Billingen-Falbygden

region of Sweden, and carries on the business of holding and maintaining such permits and conducting exploration activities thereunder

(the “Business”).

D. Parent

is a special purpose acquisition company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share

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

or entities.

E. Following

the date of this Agreement and prior to the Domestication, Parent shall incorporate a Cayman Islands exempted company and wholly owned

subsidiary of Parent (“Merger Sub”), to be incorporated for the sole purpose of effectuating the Merger (as defined

below). Following the incorporation of Merger Sub, Parent shall cause Merger Sub to enter into a joinder to this Agreement.

F. On

the day that is at least one Business Day prior to the Effective Time (as defined below) and subject to the satisfaction or waiver of

the conditions of this Agreement, Parent shall de-register in the Cayman Islands by way of continuation out of the Cayman Islands and

into the State of Delaware and domesticate as a Delaware corporation in accordance with the Parent Articles, Section 388 of the Delaware

General Corporation Law, as amended (the “DGCL”), and Section 206 of the Cayman Companies Act (such de-registration,

continuation and domestication, the “Domestication”).

G. Concurrently

with the Domestication, Parent shall file a certificate of incorporation with the Secretary of State of the State of Delaware (including

a change of Parent’s name to “Renaissance Nuclear, Inc.”) substantially in the form attached as Exhibit A hereto

(the “Parent Certificate of Incorporation”) and adopt bylaws substantially in the form attached as Exhibit B

(the “Parent Bylaws”) in each case, with such changes as may be agreed in writing by Parent and the Company.

H. On

the Closing Date, on the terms and subject to the conditions of this Agreement, and in accordance with Part XVI of the Cayman Companies

Act, Parent and the Company intend to enter into a transaction pursuant to which (i) Merger Sub will merge with and into the Company (the

“Merger”), with the Company surviving the Merger as the surviving company (as defined in the Cayman Companies Act)

(the “Surviving Company”) and becoming a wholly-owned subsidiary of Parent as a result of the Merger; and (ii) upon

the effectiveness of the Merger, the Surviving Company will change its name to a name to be mutually agreed by the parties prior to the

Closing.

I. Contemporaneously

with the execution of, and as a condition and an inducement to Parent and the Company entering into this Agreement, certain Company Shareholders

are entering into and delivering the Company Support Agreement, substantially in the form attached hereto as Exhibit C (the “Company

Support Agreement”), pursuant to which each such Company Shareholder has agreed to vote in favor of this Agreement and the Merger

and the other transactions contemplated hereby.

J. Contemporaneously

with the execution of, and as a condition and an inducement to Parent and the Company entering into this Agreement, the Sponsor and certain

other shareholders of Parent (the “Sponsor Parties”) are entering into and delivering the Parent Support Agreement,

substantially in the form attached hereto as Exhibit D (the “Parent Support Agreement”), pursuant to which the

Sponsor and each such Parent shareholder have agreed (i) not to transfer or redeem any Parent Common Shares held by such Parent shareholder,

(ii) to convert their Parent Class B Ordinary Shares, on a one-for-one basis, into Parent Class A Ordinary Shares and (iii) to vote in

favor of this Agreement, the Domestication and the Merger and the other transactions contemplated hereby at the Parent Shareholder Meeting.

K. As

a condition and inducement to the Company and Parent entering into this Agreement, certain Sponsor Parties set forth on Schedule 9.3(j),

and certain Company Shareholders, including ROPA, will execute a lock-up agreement on or prior to the Closing, to be dated and effective

as of the Closing Date, substantially in the form attached hereto as Exhibit E (the “Lock-Up Agreement”), under

which 70% of the Parent Common Shares beneficially owned by such Sponsor Parties and such Company Shareholders will be subject to the

lock-up set forth in the Lock-Up Agreement.

L. As

a condition and inducement to the Company entering into this Agreement, the Parent, certain Sponsor Parties, ROPA and certain ROPA designees

will execute and deliver an amended and restated registration rights agreement on or prior to the Closing, to be dated and effective as

of the Closing Date, in substantially the form attached as Exhibit F (the “Registration Rights Agreement”),

amending and restating that certain Registration Rights Agreement, dated April 28, 2025, by and among the Parent, the Sponsor and the

other holders party thereto (the “Existing Registration Rights Agreement”), to, among other matters, provide such Sponsor

Parties, ROPA and certain ROPA designees with registration rights thereunder.

M. Contemporaneously

with the execution of this Agreement, Parent is entering into a subscription agreement, in the form attached hereto as Exhibit H

(each, a “PIPE Subscription Agreement” and collectively, the “PIPE Subscription Agreements”), with

certain investors (together with any Affiliate of any such investor to whom the applicable PIPE Subscription Agreement with such investor

is assigned in accordance with its terms after the date hereof, the “PIPE Investors”) pursuant to which, among other

things, such PIPE Investors have agreed to subscribe for, and Parent has agreed to issue to such PIPE Investors, an aggregate of 1,500,000

Parent Common Shares at a purchase price of $10.00 per share for aggregate gross proceeds of $15,000,000 on the terms and subject to the

conditions set forth in the PIPE Subscription Agreements (such purchases, the “PIPE Financing”).

N. As

a condition and an inducement to Parent and the Company entering into this Agreement, at the Closing, (i) the Sponsor and Parent will

enter into an advisor agreement (the “Sponsor Advisor Agreement”), on terms and conditions mutually agreeable to Parent

and the Company, pursuant to which the Sponsor will act as an advisor to Parent and its board of directors following the Closing and (ii)

Parent shall issue the Advisor Shares to the Sponsor.

O. Each

of the parties hereto intends that, for United States federal and applicable state income tax purposes, (i) the Domestication shall qualify

as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and the Treasury Regulations promulgated thereunder

(the “Domestication Intended Tax Treatment”), and (ii) the Merger shall qualify as a “reorganization” within

the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder, to which each of Parent, Merger Sub, and

the Company are to be parties under Section 368(b) of the Code (the “Merger Intended Tax Treatment” and, together with

the Domestication Intended Tax Treatment, the “Intended Tax Treatment”), and this Agreement is intended to constitute

a “plan of reorganization” within the meaning of Section 368 of the Code and Treasury Regulations Sections 1.368-2(g) and

1.368-3(a) (a “Plan of Reorganization”) with respect to each of the Domestication and the Merger.

P. The

board of directors of the Company has unanimously (i) approved and declared advisable this Agreement and the transactions contemplated

by this Agreement and the Ancillary Agreements to which the Company is or will be party, including the Merger, and the performance of

the Company’s obligations hereunder or thereunder, on the terms and subject to the conditions set forth herein or therein, (ii)

determined that this Agreement and such transactions are fair to, and in the best interests of, the Company and its shareholders, and

(iii) resolved to recommend that the Company’s shareholders approve the Merger and such other transactions contemplated hereby and

adopt this Agreement and the Ancillary Agreements to which the Company is or will be a party and the performance of the Company’s

obligations hereunder and thereunder.

Q. The

board of directors of Parent has unanimously (i) approved and declared advisable this Agreement and the transactions contemplated by this

Agreement and the Ancillary Agreements to which Parent is or will be party, including the Domestication and the Merger, and the performance

of Parent’s obligations hereunder or thereunder, on the terms and subject to the conditions set forth herein or therein, (ii) determined

that this Agreement and such transactions are fair to, and in the best interests of, Parent and its shareholders, and (iii) resolved to

recommend that Parent’s shareholders approve the Domestication, the Merger and such other transactions contemplated hereby and adopt

this Agreement and the Ancillary Agreements to which the Parent is or will be a party and the performance of Parent’s obligations

hereunder and thereunder.

In consideration of the mutual

covenants and promises set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions.

“$” or “Dollars”

means U.S. Dollars.

“Action”

means any legal action, litigation, suit, claim, hearing, proceeding or investigation by or before any Governmental Authority.

“Additional Parent

SEC Documents” has the meaning set forth in Section 5.13(a).

“Adjournment Proposal”

has the meaning set forth in Section 6.5(e).

“Affiliate”

means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by or under common Control with such

Person, whether through one or more intermediaries or otherwise.

“Aggregate Fully Diluted

Company Ordinary Shares” means the sum, without duplication, of (a) all Company Ordinary Shares that are issued

and outstanding immediately prior to the Effective Time; plus (b) the aggregate number of Company Ordinary Shares issuable

upon full conversion, exercise or exchange of any other securities of the Company or any other member of the Company Group outstanding

immediately prior to the Effective Time directly or indirectly convertible into or exchangeable or exercisable for Company Ordinary Shares.

“Aggregate Merger Consideration”

means 25,000,000 Parent Common Shares (calculated as the quotient obtained by dividing (a) the Base Purchase Price, by (b)

$10.00).

“Agreement”

has the meaning set forth in the preamble.

“AI/ML” means

any and all deep learning, machine learning, and other artificial intelligence technologies, including any and all (i) algorithms, heuristics,

models, and methodologies, whether in source code, object code, human readable form or other form, proprietary algorithms, software or

other IT Systems, in each case, that make use of or employ expert systems, natural language processing, computer vision, automated speech

recognition, automated planning and scheduling, neural networks, statistical learning algorithms (like linear and logistic regression,

support vector machines, random forests, k-means clustering), or reinforcement learning, and (ii) proprietary embodied artificial intelligence

and related hardware or equipment.

“Alternate Exchange”

means The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, NYSE, NYSE American, or any successor thereto.

“Alternative Proposal”

has the meaning set forth in Section 6.2(b).

“Alternative Transaction”

has the meaning set forth in Section 6.2(a).

“Ancillary Agreements”

means the Company Support Agreement, the Parent Support Agreement, the Lock-Up Agreement, the Registration Rights Agreement, the PIPE

Subscription Agreements and the Sponsor Advisor Agreement.

“Anti-Money Laundering

Laws” has the meaning set forth in Section 4.26(a).

“Balance Sheet”

means the unaudited balance sheet of Titan as of December 31, 2025.

“Balance Sheet Date”

has the meaning set forth in Section 4.9(a).

“Base Purchase Price”

means $250,000,000.

“Board Proposal”

has the meaning set forth in Section 6.5(e).

“Books and Records”

means all books and records, ledgers, employee records, customer lists, files, correspondence, and other records of every kind (whether

written, electronic, or otherwise embodied) owned or controlled by a Person in which a Person’s assets, liabilities, operations,

the business or its transactions are otherwise reflected, other than stock books and minute books.

“Business”

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

“Business Day”

means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in the Cayman Islands or New York,

New York are authorized or required by Law to close for business, excluding as a result of “stay at home,” “shelter-in-place,”

“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the

direction of any Governmental Authority so long as the electronic funds transfer systems, including for wire transfers, of commercially

banking institutions in the Cayman Islands or New York, New York are generally open for use by customers on such day.

“Cayman Companies Act”

means the Companies Act (As Revised) of the Cayman Islands, together with all rules and regulations promulgated thereunder, as amended

from time to time.

“Cayman Registrar”

has the meaning specified in Section 2.1(a).

“Certificate of Domestication”

has the meaning set forth in Section 2.1(a).

“Change of Control”

means (i) any transaction or series of related transactions that results in any Person or “group” (within the meaning of Section

13(d)(3) of the Exchange Act) acquiring equity interests that represent more than 50% of the total voting power of Parent or (ii) a sale

or disposition of all or substantially all of the assets of Parent and its Subsidiaries on a consolidated basis, in each case other than

a transaction or series of related transactions which results in at least 50% of the combined voting power of the then outstanding voting

securities of Parent (or any successor to Parent) immediately following the closing of such transaction (or series of related transactions)

being beneficially owned, directly or indirectly, by individuals and entities (or Affiliates of such individuals and entities) who were

the beneficial owners, respectively, of at least 50% of the equity interests of Parent (or any successor to Parent) immediately prior

to such transaction (or series of related transactions).

“Closing”

has the meaning set forth in Section 2.7.

“Closing Consideration

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

“Closing Date”

has the meaning set forth in Section 2.7.

“COBRA” means

collectively, the requirements of Sections 601 through 606 of ERISA and Section 4980B of the Code.

“Code” means

the Internal Revenue Code of 1986, as amended.

“Company”

has the meaning set forth in the preamble.

“Company Articles”

means the memorandum and articles of association of the Company in effect on the date of this Agreement.

“Company Consent”

has the meaning set forth in Section 4.8.

“Company Fundamental

Representations” means the representations and warranties of the Company set forth in Section 4.1 (Corporate Existence

and Power), Section 4.2 (Authorization), the last sentence of Section 4.3 (Government Authorization), Section 4.4

(Non-Contravention), Section 4.5(a) (other than the last sentence of Section 4.5(a)) (Capitalization), Section 4.5(b)

(Capitalization), Section 4.6 (Subsidiaries), Section 4.12(c) (Finnish Reservations), Section 4.24 (Finders’

Fees), Section 4.32(a) (Legal Status and Corporate Power of Titan), Section 4.32(b) (No Conflict – Titan), Section

4.32(c) (The Shares in Titan), and Section 4.32(j) (Transfer of Titan).

“Company Group”

means, collectively, the Company and its Subsidiaries.

“Company Information

Systems” means any and all IT Systems that are owned, licensed, leased, used or held for use by or for a member of the Company

Group.

“Company IP”

means, collectively, any and all Owned Intellectual Property and Company Licensed IP and includes any and all Intellectual Property set

forth in Schedule 4.17(b).

“Company Licensed IP”

means any and all Intellectual Property owned by a third Person and licensed to, in whole or in part, to a member of the Company Group

or that a member of the Company Group otherwise has a right to use.

“Company Ordinary Shares”

means the ordinary shares of a par value of $0.0001 per share, of the Company.

“Company Shareholders”

means, at any given time, the holders of Company Ordinary Shares.

“Company Shareholder

Approval” has the meaning set forth in Section 4.2(b).

“Company Shareholder

Written Consent” has the meaning set forth in Section 7.2(a).

“Company Shareholder

Written Consent Deadline” has the meaning set forth in Section 7.2(a).

“Company Software”

means any and all proprietary Software that is owned (or purported to be owned), in whole or in part, by the Company Group and includes

all proprietary AI/ML owned (or purported to be owned) by the Company Group.

“Company Support Agreement”

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

“Company Transaction

Expenses” means all fees, costs and expenses of the Company or any of its Subsidiaries or Affiliates (including ROPA and Rohan

Patnaik) incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement

and the Ancillary Agreements, the performance and compliance with this Agreement and the Ancillary Agreements, and the consummation of

the transactions contemplated hereby and thereby, whether paid or unpaid prior to the Closing, including any and all (i) filing fees payable

by the Company or any of its Subsidiaries or Affiliates to any Governmental Authority in connection with the transactions contemplated

hereby and thereby, (ii) fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of the Company, any

of its Subsidiaries or Affiliates and (iii) 50% of the Mining Technical Report Expenses.

“Contracts”

means all contracts, agreements, leases (including equipment leases, car leases and capital leases), licenses, Permits, commitments, client

contracts, statements of work (SOWs), sales and purchase orders and similar instruments, oral or written, to which the Company is a party

or by which any of its respective properties or assets is bound.

“Control”

of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies

of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled,” “Controlling”

and “under common Control with” have correlative meanings.

“Conversion Ratio”

means the quotient obtained by dividing (a) 25,000,000 (i.e., the number of Parent Common Shares constituting the Aggregate Merger

Consideration), by (b) the number of shares constituting the Aggregate Fully Diluted Company Ordinary Shares.

“Copyleft Licenses”

means all licenses of Publicly Available Software (including any Software licensed under the GNU General Public License, GNU Lesser General

Public License, Mozilla Public License, Affero General Public License, Eclipse Software License, or any other public source code license

arrangement) or any similar license, or other Contracts to Software, in each case, that requires as a condition of use or in connection

with any use, modification, reproduction, or distribution of any Software licensed thereunder (or any Company Software or other Company

IP or other Software or technology that is used by, incorporated into or includes, relies on, is linked to or with, is derived from, or

distributed with such Software) any of the following: (i) be disclosed, made available, distributed, offered or delivered in source code

form or any information regarding such Company Software, Company IP or other Software or technology for no or minimal charge, (ii) be

granted permission or licensed for creating modifications to or making derivative works of such Company Software, Company IP, or other

Software or technology; (iii) be granted a royalty-free license, whether express, implied, by virtue of estoppel or otherwise, to any

third party under Intellectual Property rights (including patents) regarding such Company Software, Company IP, or other Software or technology

(whether alone or in combination with other hardware or Software); or (iv) be imposed of restrictions on future patent licensing terms,

or other abridgement or restriction of exercise or enforcement of any Intellectual Property rights through any means.

“Copyrights”

has the meaning set forth in the definition of “Intellectual Property.”

“DAAQ Group”

has the meaning set forth in Section 11.20(a).

“Data Room”

means the electronic data room containing documents and information relating to the Business, maintained on behalf of the Company Group

for the benefit of Parent and its Representatives, as such data room exists as of the date hereof.

“Deferred Underwriting

Commissions” means any and all deferred underwriting commissions payable by the Parent Parties, including the amount set forth

in the Underwriting Agreement, dated April 28, 2025 (the “Underwriting Agreement”), by and between Parent and Cohen

& Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative of the underwriters thereto.

“DGCL” has

the meaning set forth in the recitals to this Agreement.

“Dissenting Shares”

has the meaning set forth in Section 3.5.

“Domestication”

has the meaning specified in the recitals to this Agreement.

“Domestication Intended

Tax Treatment” has the meaning specified in the recitals to this Agreement.

“Effective Time”

has the meaning set forth in Section 2.3.

“Enforceability Exceptions”

has the meaning set forth in Section 4.2(a).

“Environmental Laws”

means all applicable Laws that prohibit, regulate or control any Hazardous Material or any Hazardous Material Activity, including the

Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource Recovery and Conservation Act of 1976, the

Federal Water Pollution Control Act, the Clean Air Act, the Hazardous Materials Transportation Act and the Clean Water Act and, in Sweden

and Norway, the Swedish Environmental Code and the Norwegian Pollution Control Act.

“Environmental Permits”

means the Permits required under Environmental Laws.

“ERISA” means

the Employee Retirement Income Security Act of 1974.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

“Exchange Agent”

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

“Exchange Agreement”

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

“Exchange Fund”

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

“Excluded Matter”

means any one or more of the following: (a) any change in general economic or political conditions; (b) conditions generally affecting

the industries in which such Person or its Subsidiaries operates; (c) any changes in financial, banking or securities markets in general

or any change in prevailing interest rates; (d) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation

thereof; (e) the taking of any action expressly required by this Agreement or any action taken by the Company at the written request of

Parent or any action taken by Parent or Merger Sub at the written request of the Company; (f) any changes in applicable Laws or accounting

rules (including U.S. GAAP) or the interpretation thereof following the date of this Agreement; (g) the announcement or completion of

the transactions contemplated by this Agreement; (h) any natural disaster, acts of God or epidemic, pandemic or other disease outbreak;

or (i) any failure by a party to meet any internal or published projections, forecasts or revenue or earnings predictions (it being understood

that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Material

Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect); provided,

however, that the exclusions provided in the foregoing clauses (a) through (d), clause (f) and clause (h) shall not apply to

the extent that Parent and Merger Sub, taken as a whole, on the one hand, or the Company, taken as a whole, on the other hand, is disproportionately

affected by any such exclusions or any change, event or development to the extent resulting from any such exclusions relative to all other

similarly situated companies that participate in the industry in which they operate.

“Excluded Shares”

means collectively, (i) Company Ordinary Shares held and beneficially owned by Parent or Merger Sub (or any Subsidiary of Parent or Merger

Sub) or (ii) Company Ordinary Shares held and beneficially owned by the Company or any Subsidiary of the Company or held in the Company’s

treasury.

“Governmental Authority”

means any federal, state, provincial, municipal, local, international, supranational or foreign government, governmental, regulatory or

administrative authority, agency (which, for the purposes of this Agreement, shall include the SEC, commission, department, board, bureau,

agency or similar body or instrumentality thereof, or any court, tribunal or judicial or arbitral body thereof.

“Hazardous Material”

means any material, substance or waste which is now or hereafter defined, listed or identified as “hazardous” (including “hazardous

substances” or “hazardous wastes”), “toxic,” a “pollutant” or a “contaminant,” or

words of similar meaning, pursuant to any Environmental Law, including asbestos, urea formaldehyde, polychlorinated biphenyls, per- and

polyfluoroalkyl substances, and petroleum (including its derivatives, by-products or other hydrocarbons).

“Hazardous Material

Activity” means the transportation, transfer, recycling, storage, use, treatment, manufacture, removal, remediation, release,

exposure of others to, sale, labeling, or distribution of any Hazardous Material or any product or waste containing a Hazardous Material,

or product manufactured with ozone depleting substances, including any required labeling, payment of waste fees or charges (including

so-called e-waste fees) and compliance with any recycling, product take-back or product content requirements.

“HSR Act”

means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any rules or regulations promulgated thereunder.

“Indebtedness”

means with respect to any Person, (a) all obligations of such Person for borrowed money, including with respect thereto, all interests,

fees and costs, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of

such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (d) all obligations

of such Person issued or assumed as the deferred purchase price of property or services (other than accounts payable to creditors for

goods and services incurred in the ordinary course of business consistent with past practices), (e) all Indebtedness of others secured

by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any lien or security

interest on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (f) all obligations

of such Person under leases required to be accounted for as capital leases under U.S. GAAP, (g) all guarantees by such Person of the Indebtedness

of another Person, (h) all liability of such Person with respect to any hedging obligations, including interest rate or currency exchange

swaps, collars, caps or similar hedging obligations, (i) any unfunded or underfunded liabilities pursuant to any pension or nonqualified

deferred compensation plan or arrangement, and (j) any agreement to incur any of the same.

“Intended Tax Treatment”

has the meaning specified in the recitals to this Agreement.

“Intellectual Property”

means any and all of the worldwide intellectual property rights and proprietary rights associated with any of the following, whether registered,

unregistered or registrable, to the extent recognized in a particular jurisdiction: (a) trade secrets and other confidential or proprietary

information, including discoveries, inventions (whether or not patentable), ideas, technology, systems, methods, processes, procedures,

practices, algorithms, formulae, techniques, knowledge, results, protocols, models, designs, drawings, specifications, materials, technical

data or information, know-how, research, methodologies, customer lists, business plans, databases, collections of data, and other confidential

or proprietary information related to the development, marketing, pricing, distribution, cost, sales and manufacturing (collectively,

“Trade Secrets”); (b) trade names, trademarks, service marks, trade dress, product configurations, other indications

of origin, registrations thereof or applications for registration therefor, together with the goodwill associated with the foregoing (collectively,

“Trademarks”); (c) patents, patent applications, invention disclosures, utility models, industrial designs, supplementary

protection certificates, and certificates of inventions, including all re-issues, continuations, divisionals, continuations-in-part, re-examinations,

renewals, counterparts, extensions, substitutions, counterparts, and validations thereof (collectively, “Patents”);

(d) works of authorship, copyrights (including copyrights in Software), copyrightable materials, copyright registrations and applications

for copyright registration including rights in Software (collectively, “Copyrights”); (e) domain names and URLs (collectively,

“Domain Names”); (f) rights of privacy and publicity and rights in social media accounts; (g) other intellectual property;

and (h) all embodiments and fixations thereof and related documentation and registrations and all additions, improvements and accessions

thereto.

“IP Contracts”

means, collectively, any and all Contracts pursuant to which a member of the Company Group is a party or by which any of its properties

or assets are bound (including any settlement, coexistence, co-existence, covenant not to sue or other agreement), in any case under

which a member of the Company Group (i) is granted any assignment, license, sublicense, immunity, covenant not to assert or other right

(including option rights, rights of first offer, first refusal, first negotiation, etc.) in or to any Intellectual Property of a third

Person that is material to a member of the Company Group or the conduct of the Business, (ii) grants any assignment, license, sublicense,

immunity, covenant not to assert or other right (including option rights, rights of first offer, first refusal, first negotiation, etc.)

to a third Person in or to any Owned Intellectual Property that is material to a member of the Company Group or the conduct of the Business

or (iii) is restricted in its right to enforce, use, or otherwise exploit any Owned Intellectual Property that is material to a member

of the Company Group or the conduct of the Business.

“IPO” means

the initial public offering of Parent pursuant to the Prospectus.

“IRS” means

the United States Internal Revenue Service.

“Issuance Proposal”

has the meaning set forth in Section 6.5(e).

“IT Systems”

means any and all Software, information technology and systems, computers, servers, networks, workstations, routers, hubs, switches, data

communication lines, interfaces, platforms, databases, websites, computer hardware and all other information technology rights, assets,

or equipment used to process, store, generate, analyze, maintain and operate data or information, including any of the foregoing accessed

pursuant to outsourced or cloud computing arrangements.

“Knowledge of the Company”

or “to the Company’s Knowledge” means the actual knowledge after reasonable inquiry of the individuals listed

on Schedule 1.1.

“Knowledge of Parent”

or “to Parent’s Knowledge” means the actual knowledge after reasonable inquiry of the Principal Executive Officer

and Chief Financial Officer of Parent.

“Law” means

any domestic or foreign, supranational, national, federal, state, municipality or local law, statute, ordinance, code, rule, or regulation.

“Leases”

means, collectively, leases, subleases, space sharing, licenses or other occupancy agreements.

“Lien” means,

with respect to any property or asset, any mortgage, lien, license, deed of trust, pledge, charge, claim, security interest or encumbrance

of any kind in respect of such property or asset, any option, right of first offer or right of first refusal in respect of such property

or asset, and any conditional sale or voting agreement or proxy, including any agreement to give any of the foregoing.

“Lock-Up Agreement”

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

“Loeb” has

the meaning set forth in Section 11.20(a).

“LTIP Proposal”

has the meaning set forth in Section 6.5(e).

“Material Adverse Effect”

means any fact, effect, event, development, change, state of facts, condition, circumstance, or occurrence (an “Effect”)

that, individually or together with one or more other contemporaneous Effect, (i) has or would reasonably be expected to have a materially

adverse effect on the financial condition, assets, liabilities, business or results of operations of the Company Group, on the one hand,

or on Parent and Merger Sub, on the other hand, taken as a whole; or (ii) prevents or materially delays or would reasonably be expected

to prevent or materially delay the ability of the Company Shareholders and the Company, on the one hand, or on Parent and Merger Sub,

on the other hand to consummate the Merger; provided, however, that, solely in the case of the foregoing clause (i),

a Material Adverse Effect shall not be deemed to include Effects (and solely to the extent of such Effects) resulting from an Excluded

Matter.

“Material Contracts”

has the meaning set forth in Section 4.14(a). “Material Contracts” shall not include any Contracts that are also Plans.

“Merger”

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

“Merger Consideration

Recipient” has the meaning set forth in Section 3.4(b).

“Merger Intended Tax

Treatment” has the meaning specified in the recitals to this Agreement.

“Merger Sub”

has the meaning set forth in the preamble.

“Merger Sub Ordinary

Shares” has the meaning set forth in Section 5.8(c).

“Mining Consultant”

means an independent consultant engaged by Parent to prepare the Mining Technical Report who qualifies as a “Qualified Person”

(as defined in SK-1300) and who is independent of the Company and its affiliates.

“Mining Technical Report”

has the meaning set forth in Section 7.4(a).

“Nasdaq”

means The Nasdaq Stock Market LLC.

“Offer Documents”

has the meaning set forth in Section 6.5(a).

“Olshan”

has the meaning set forth in Section 11.20(b).

“Order” means

any decree, order, judgment, writ, award, injunction, stipulation, determination, award, rule or consent of or by a Governmental Authority.

“Other Filings”

means any filings to be made by Parent required under the Exchange Act, Securities Act or any other United States federal, foreign or

blue sky laws, other than the Registration Statement and the other Offer Documents.

“Outside Closing Date”

has the meaning set forth in Section 10.1(a).

“Owned Intellectual

Property” means any and all Intellectual Property owned or purported to be owned, in whole or in part, by the Company Group,

in each case, whether exclusively, jointly with another Person or otherwise, and includes all Owned Registered IP and Company Software.

“Owned Registered IP”

means any and all Registered IP included in the Owned Intellectual Property.

“Parent”

has the meaning set forth in the preamble.

“Parent Articles”

means the Amended and Restated Memorandum and Articles of Association of Parent, adopted by special resolution dated 28 April 2025 and

effective on 28 April 2025.

“Parent Board Recommendation”

has the meaning set forth in Section 5.12(a).

“Parent Bylaws”

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

“Parent Certificate

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

“Parent Class A Ordinary

Shares” means, prior to the Domestication, the Class A ordinary shares of Parent of a par value of $0.0001 per share.

“Parent Class B Ordinary

Shares” means, prior to the Domestication, the Class B ordinary shares of Parent of a par value of $0.0001 per share.

“Parent Closing Cash”

means an aggregate amount equal to the sum of: (a) the amount of cash available in the Trust Account immediately prior to the Effective

Time after deducting the Parent Redemption Amount and before payment of any Parent Transaction Expenses or Company Transaction Expenses;

plus (b) PIPE Financing proceeds actually funded and received by Parent at or prior to the Closing; plus (c) the proceeds

of any other equity investment or any debt financing permitted under this Agreement that are or will be received by Parent (or the Company)

on or prior to the Closing; minus (d) Parent Transaction Expenses that are accrued but unpaid as of immediately prior to the Effective

Time, but excluding for purposes of this calculation any and all brokerage fees and commissions incurred in connection with the PIPE Financing

and any other equity investments or any debt financing referred to above in clause (c) of this definition.

“Parent Common Shares”

means (a) prior to the Domestication, the Parent Ordinary Shares, and (b) from and following the Domestication, shares of common stock,

par value $0.0001 per share, of Parent.

“Parent Equity Incentive

Plan” has the meaning set forth in Section 8.7.

“Parent Financial Statements”

means all of the financial statements of Parent included in the Parent SEC Documents and any amendments to such financial statements.

“Parent Fundamental

Representations” means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and

Power), Section 5.3 (Corporate Authorization), Section 5.4 (Governmental Authorization), Section 5.5 (Non-Contravention),

Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

“Parent Ordinary Shares”

means prior to the Domestication, the Parent Class A Ordinary Shares and the Parent Class B Ordinary Shares.

“Parent Parties”

has the meaning set forth in ARTICLE V.

“Parent Proposals”

has the meaning set forth in Section 6.5(e).

“Parent Redemption

Amount” has the meaning set forth in Section 6.6.

“Parent SEC Documents”

has the meaning set forth in Section 5.13(a).

“Parent Securities”

means the Parent Units, the Parent Ordinary Shares and the Parent Warrants, collectively.

“Parent Shareholder

Meeting” has the meaning set forth in Section 6.5(a).

“Parent Support Agreement”

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

“Parent Transaction

Expenses” means all fees, costs and expenses of Parent incurred prior to and through the Closing Date in connection with the

negotiation, preparation and execution of this Agreement, the Ancillary Agreements, the performance and compliance with this Agreement

and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, including any and all (i) filing

fees payable by Parent or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby

and thereby, (ii) fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of Parent, (iii) Deferred

Underwriting Commissions, (iv) cost or expense incurred in connection with the procurement of any directors’ and officers’

liability insurance or “tail” policy for Parent contemplated by Section 8.4, (v) 50% of the Mining Technical Report

Expenses, and (vi) all costs and expenses of Parent in connection with any Extension Period.

“Parent Unit”

means each unit of Parent consisting of one Parent Ordinary Share and one-half of one redeemable Parent Warrant, which units were sold

in the IPO.

“Parent Warrant”

means any warrant issued by Parent, issued and outstanding as of the date of this Agreement (including warrants issued by Parent in a

private placement at the time of the consummation of the IPO), entitling the holder thereof to purchase Class A Ordinary Shares of Parent,

pursuant to the applicable warrant agreement or other governing document.

“Patents”

has the meaning set forth in the definition of “Intellectual Property.”

“Permit”

means each license, franchise, permit, order, approval, consent or other similar authorization required to be obtained and maintained

by the Company under applicable Law to carry out or otherwise affecting, or relating in any way to, the Business.

“Permitted Liens”

means (a) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of title insurance which

have been made available to Parent; (b) mechanics’, carriers’, workers’, repairers’ and similar statutory Liens

arising or incurred in the ordinary course of business consistent with past practices for amounts (i) that are not delinquent, and (ii)

not resulting from a breach, default or violation by the Company of any Contract or Law; (c) liens for Taxes (i) not yet due and delinquent

or (ii) which are being contested in good faith by appropriate proceedings (and for which adequate accruals or reserves have been established

on the Titan Financial Statements); (d) the Liens set forth on Schedule 4.12(b); and (e) non-exclusive licenses to Intellectual

Property entered into in the ordinary course of business.

“Person”

means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),

limited liability company, association, trust, Governmental Authority or other entity or organization of any other kind.

“PIPE Financing”

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

“Plan” means

each “employee benefit plan” within the meaning of Section 3(3) of ERISA and all other compensation and benefits plans, policies,

programs, arrangements or payroll practices, including multiemployer plans within the meaning of Section 3(37) of ERISA, and each other

share purchase, share option, restricted share, severance, retention, employment (other than any employment offer letter in such form

as previously provided to Parent that is terminable “at will” without any contractual obligation on the part of the Company

to make any severance, termination, change of control, or similar payment), consulting, change-of-control, collective bargaining, bonus,

incentive, deferred compensation, employee loan, fringe benefit and other benefit plan, agreement, program, policy, commitment or other

arrangement, whether or not subject to ERISA, whether formal or informal, oral or written, in each case, that is sponsored, maintained,

contributed or required to be contributed to by a member of the Company Group, or under which a member of the Company Group has any current

or potential liability, but excluding in each case any statutory plan, program or arrangement that is required under applicable law and

maintained by any Governmental Authority.

“Plan of Merger”

has the meaning set forth in Section 2.3.

“Plan of Reorganization”

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

“Post-Closing Restructuring”

has the meaning set forth in Section 8.10.

“Prospectus”

means the final IPO prospectus of Parent, dated April 28, 2025.

“Proxy Statement”

has the meaning set forth in Section 6.5(a).

“Publicly Available

Software” means each of any Software that contains, or is derived in any manner (in whole or in part) from, any Software that

is distributed as free software, “copyleft,” open source software (e.g. Linux), or under any license meeting the Open Source

Definition (as promulgated by the Open Source Initiative) or the Free Software Definition (as promulgated by the Free Software Foundation)

or substantially similar licensing and distribution models, including but not limited to any of the following: (A) the GNU General Public

License (GPL) or Lesser/Library GPL (LGPL), (B) the Artistic License (e.g., PERL), (C) the Mozilla Public License, (D) the Netscape Public

License, (E) the Sun Community Source License (SCSL), (F) the Sun Industry Source License (SISL) and (G) the Apache Server License, including

for the avoidance of doubt all Software licensed under a Copyleft License.

“Real Property”

means, collectively, all real properties and interests therein (including the right to use), together with all buildings, fixtures, trade

fixtures, plant and other improvements located thereon or attached thereto; all rights arising out of use thereof (including air, water,

oil and mineral rights); and all subleases, franchises, licenses, permits, easements and rights-of-way which are appurtenant thereto.

“Registered IP”

means all Intellectual Property that is registered, filed, applied for or issued under the authority of, with or by any Governmental Authority,

domain name registrar or other public or quasi-public legal authority anywhere in the world.

“Registration Rights

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

“Registration Statement”

has the meaning set forth in Section 6.5(a).

“Release”

means disposing, discharging, injecting, spilling, leaking, pumping, pouring, leaching, migrating, dumping, emitting, escaping or emptying

into or upon the environment, including ambient air, soil, sediment, subsurface strata, surface water, groundwater or drinking water supply.

“Remedial Action”

means any action to investigate, clean up, remove or remediate, or conduct remedial or corrective actions with respect to, any Release

of Hazardous Materials.

“Representatives”

of a Person means the officers, directors, Affiliates, members, partners, managers, attorneys, accountants, consultants, employees, representatives

and agents of such Person.

“ROPA” has

the meaning set forth in the recitals to this Agreement.

“Sarbanes-Oxley Act”

means the Sarbanes-Oxley Act of 2002.

“SEC” means

the U.S. Securities and Exchange Commission.

“Securities Act”

means the Securities Act of 1933, as amended.

“Software”

means any and all (a) computer software, firmware, middleware, operating systems, applications, computer programs (including any and all

algorithms, heuristics, models and methodologies, whether in source code, object code, human readable form or other form), (b) databases

and compilations (including any and all data and collections of data), whether machine readable or otherwise, (c) descriptions, flow charts

and other documentation used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware,

development tools, templates, menus, buttons and icons, (d) AI/ML, (e) all versions, updates, corrections, enhancements and modifications

of any of the foregoing, and (f) all related specifications, documentation, developer notes, instructions, comments, annotations, user

manuals, and other training documentation relating to any of the foregoing.

“Sponsor”

means DAAQ Sponsor LLC, a Delaware limited liability company.

“Sponsor Parties”

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

“Standard Contracts”

means any of the following: (a) licenses for Publicly Available Software or non-exclusive end user in-licenses of commercially available,

“off-the-shelf” or “shrink wrap” Software for fees of less than $250,000 annually, (b) non-exclusive licenses

of Company IP implied by and ancillary to customer, distributor or channel partner Contracts on Company’s standard forms made available

to Parent with no material exclusions or deviations, (c) agreements with the Company’s consultants or contractors on Company’s

standard forms made available to Parent with no material exclusions or deviations, (d) invention assignment agreements with the Company’s

employees on Company’s standard forms made available to Parent with no material exclusions or deviations, (e) non-exclusive licenses

that are not material to the applicable business and merely incidental to the transactions contemplated in such agreement, the commercial

purpose of which is primarily for something other than such license (such as (i) sales or marketing or similar contract that includes

a non-exclusive license to use the trademarks of the Company for purposes of promoting the Company, (ii) vendor contracts under which

Owned Intellectual Property is licensed to a vendor of the Company for the benefit of the Company, or (iii) non-exclusive licenses to

Intellectual Property granted by a third party for the purpose of allowing the Company Group to provide services to such third party),

and (f) customary non-disclosure agreements entered into in the ordinary course of business consistent with past practices.

“Subsidiary”

means, with respect to any Person, each entity of which at least fifty percent (50%) of the capital stock or other equity or voting securities

are Controlled or owned, directly or indirectly, by such Person.

“Surviving Company”

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

“Tangible Personal

Property” means all tangible personal property and interests therein, including machinery, computers and accessories, furniture,

office equipment, communications equipment, automobiles, laboratory equipment and other equipment owned or leased by a member of the Company

Group and other tangible property.

“Tax Return”

means any return, information return, declaration, claim for refund of Taxes, report or any similar statement, and any amendment thereto,

including any attached schedule and supporting information, whether on a separate, consolidated, combined, unitary or other basis, that

is filed or required to be filed with any Taxing Authority in connection with the determination, assessment, collection or payment of

a Tax or the administration of any Law relating to any Tax.

“Tax(es)”

means (a) any U.S. federal, state or local or non-U.S. taxes imposed by any Taxing Authority including any income (net or gross), gross

receipts, profits, windfall profit, sales, use, goods and services, ad valorem, franchise, license, withholding, employment, social security,

workers compensation, unemployment compensation, employment, payroll, transfer, excise, import, real property, escheat, personal property,

intangible property, occupancy, recording, minimum, alternative minimum, and other taxes (including any governmental charge, fee, levy,

or custom duty imposed by a Governmental Authority that is the nature of a tax), together with any interest, penalty, additions to tax

or additional amount imposed with respect thereto, and including any secondary liability for any of the aforementioned, (b) any liability

for payment of amounts described in clause (a) whether as a result of being a member of an affiliated, consolidated, combined or unitary

group for any period or otherwise through operation of law, and (c) any liability for the payment of amounts described in clauses (a)

or (b) as a result of any tax sharing, tax group, tax indemnity or tax allocation agreement (excluding commercial agreements entered into

in the ordinary course of business the primary purpose of which is not the sharing of Taxes) with, or any other express or implied agreement

to indemnify, any other Person.

“Taxing Authority”

means the IRS and any other Governmental Authority responsible for the collection, assessment or imposition of any Tax or the administration

of any Law relating to any Tax.

“Terminating Company

Breach” has the meaning specified in Section 10.2(a).

“Terminating Parent

Breach” has the meaning specified in Section 10.2(b).

“Titan” has

the meaning set forth in the preamble.

“Titan Financial Statements”

has the meaning set forth in Section 4.9(a).

“Titan Group”

has the meaning set forth in Section 11.20(b).

“Top Supplier”

has the meaning specified in Section 4.31(a).

“Trademarks”

has the meaning set forth in the definition of “Intellectual Property.”

“Trading Day”

means (a) for so long as the Parent Common Shares are listed or admitted for trading on Nasdaq or any other national securities exchange,

days on which such securities exchange is open for business; or (b) if the Parent Common Shares are not listed or admitted to trading

on any national securities exchange, days on which the Parent Common Shares are traded regular way in the over-the- counter market and

for which a closing bid and a closing asked price for the Parent Common Shares are available.

“Transaction Litigation”

has the meaning set forth in Section 8.1(c).

“Transfer Taxes”

means any and all transfer, documentary, sales, use, real property, stamp, excise, recording, registration, value added and other similar

Taxes, fees and costs (including any associated penalties and interest) incurred in connection with the transactions contemplated by this

Agreement.

“Treasury Regulations”

means the regulations promulgated by the United States Department of the Treasury under the Code, including all temporary, final, and

proposed regulations, as amended.

“Trust Account”

has the meaning set forth in Section 5.10.

“Trust Agreement”

has the meaning set forth in Section 5.10.

“Trustee”

has the meaning set forth in Section 5.10.

“U.S. GAAP”

means U.S. generally accepted accounting principles, consistently applied.

“Warrant Agreement”

means the Warrant Agreement dated April 28, 2025 by and between the Parent and Lucky Lucko, Inc. d/b/a Efficiency for the warrants that

were included (i) in the Parent Units sold in the IPO and (ii) in a private placement at the time of the consummation of the IPO.

1.2 Construction.

(a) References

to particular sections and subsections, schedules, and exhibits not otherwise specified are cross-references to sections and subsections,

schedules, and exhibits of this Agreement. Captions are not a part of this Agreement, but are included for convenience, only.

(b) The

words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Agreement as a whole

and not to any particular provision of this Agreement; and, unless the context requires otherwise, “party” means a party signatory

hereto.

use of the singular or plural, or the masculine, feminine or neuter gender, includes the others, unless the context otherwise requires;

the word “including” means “including without limitation”; the word “or” means “and/or”;

the word “any” means “any one, more than one, or all”; and, unless otherwise specified, any financial or accounting

term has the meaning of the term under United States generally accepted accounting principles as consistently applied heretofore by the

Company. Any reference in this Agreement to a Person’s directors shall include any member of such Person’s governing body.

(d) Unless

otherwise specified, any reference to any agreement (including this Agreement), instrument, or other document includes all schedules,

exhibits, or other attachments referred to therein, and any reference to a statute or other law means such law as amended, restated, supplemented

or otherwise modified from time to time and includes any rule, regulation, ordinance or the like promulgated thereunder, in each case,

as amended, restated, supplemented or otherwise modified from time to time.

(e) Any

reference to a numbered schedule means the same-numbered section of the disclosure schedule. Any reference in a schedule contained in

the disclosure schedules delivered by a party hereunder shall be deemed to be an exception to (or, as applicable, a disclosure for purposes

of) the applicable representations and warranties (or applicable covenants) that are contained in the section or subsection of this Agreement

that corresponds to such schedule and any other representations and warranties of such party that are contained in this Agreement to which

the relevance of such item thereto is reasonably apparent on its face. The mere inclusion of an item in a schedule as an exception to

(or, as applicable, a disclosure for purposes of) a representation or warranty shall not be deemed an admission that such item represents

a material exception or material fact, event or circumstance or that such item would have a Material Adverse Effect or establish any standard

of materiality to define further the meaning of such terms for purposes of this Agreement. Nothing in the disclosure schedules constitutes

an admission of any liability or obligation of the disclosing party to any third party or an admission to any third party, including any

Governmental Authority, against the interest of the disclosing party, including any possible breach of violation of any Contract or Law.

Summaries of any written document in the disclosure schedules do not purport to be complete and are qualified in their entirety by the

written document itself. The disclosures schedules and the information and disclosures contained therein are intended only to qualify

and limit the representations and warranties of the parties contained in this Agreement, and shall not be deemed to expand in any way

the scope or effect of any of such representations and warranties.

(f) If

any action is required to be taken or notice is required to be given within a specified number of days following a specific date or event,

the day of such date or event is not counted in determining the last day for such action or notice. If any action is required to be taken

or notice is required to be given on or before a particular day which is not a Business Day, such action or notice shall be considered

timely if it is taken or given on or before the next Business Day.

(g) To

the extent that any Contract, document, certificate or instrument is represented and warranted to by the Company to be given, delivered,

provided or made available by the Company, such Contract, document, certificate or instrument shall be deemed to have been given, delivered,

provided and made available to Parent or its Representatives, if such Contract, document, certificate or instrument shall have been posted

to the Data Room and the Parent and its Representatives have been given access to the electronic folders containing such information.

ARTICLE II

THE DOMESTICATION AND THE MERGER

2.1 Domestication.

(a) Subject

to receipt of the approval of the Parent Proposals, at least one (1) Business Day prior to the date of the Effective Time, Parent shall

cause the Domestication to become effective, including by (i) filing with the Secretary of State of the State of Delaware a certificate

of domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company (the “Certificate

of Domestication”), together with the Parent Certificate of Incorporation, in each case, in accordance with the provisions thereof

and Section 388 of the DGCL, and (ii) completing and making and procuring all those filings required to be made with the Registrar of

Companies in the Cayman Islands (the “Cayman Registrar”) under the Cayman Companies Act in connection with the Domestication

and file with the Cayman Registrar all applicable notices, declarations, affidavits, statements of assets and liabilities, shareholder

approvals, undertakings and other documents required to be filed, pay all applicable fees required to be paid, and cause the satisfaction

of all other conditions to deregistration required to be satisfied, in each case, under Section 206 of the Cayman Companies Act.

(b) Immediately

prior to the Domestication, each Parent Class B Ordinary Share issued and outstanding immediately prior to the Domestication shall, in

accordance with the Parent Articles and the Parent Support Agreement, be automatically converted into one Parent Class A Ordinary Share

and there shall be no additional Parent Class B Ordinary Shares outstanding thereafter.

accordance with applicable Law, the Certificate of Domestication shall provide that at the effective time of the Domestication, by virtue

of the Domestication, and without any action on the part of any shareholder of Parent: (i) each then issued and outstanding Parent Class

A Ordinary Share shall convert automatically into one Parent Common Share, (ii) each whole Parent Warrant that is outstanding and unexercised

shall convert automatically into a warrant to acquire one Parent Common Share pursuant to the terms of the Warrant Agreement (each, a

“Domesticated Parent Warrant”), (iii) each then issued and outstanding Parent Unit shall separate and convert automatically

into one Parent Class A Ordinary Share and one-half of one redeemable Parent Warrant and each such Parent Class A Ordinary Share and each

such whole Parent Warrant shall convert automatically into one Parent Common Share and one Domesticated Parent Warrant, respectively,

and all Parent Units shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, (iv) Parent’s

name will be “Renaissance Nuclear, Inc.” and (v) the governing documents of Parent will become the Parent Certificate of Incorporation

and the Parent Bylaws.

2.2 Merger.

Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Part XVI of the Cayman Companies Act,

at the Effective Time, Merger Sub shall be merged with and into the Company, and as a result of the Merger, Merger Sub shall cease to

exist and will be struck off the Register of Companies in the Cayman Islands and the Company shall continue as the Surviving Company and

become a wholly-owned subsidiary of Parent.

2.3 Merger

Effective Time. Subject to the terms and conditions of this Agreement, at the Closing, which shall be at least one Business

Day after the consummation of the Domestication, the Company and Merger Sub shall (a) file with the Cayman Registrar a duly executed plan

of merger with respect to the Merger (the “Plan of Merger”), together with all supporting documents and prescribed

particulars required by Part XVI of the Cayman Companies Act, including any required directors’ declarations, member approvals,

secured creditor consents or other orders, in form and substance reasonably acceptable to Company and Parent, executed and approved in

accordance with the relevant provisions of the Cayman Companies Act (where applicable) and (b) make or cause to be made all other filings,

notices, publications, recordings and deliveries required under Part XVI of the Cayman Companies Act in connection with the Merger. The

Merger shall become effective upon the time of registration of the Plan of Merger by the Cayman Registrar or at such later time as is

agreed to by the parties and specified in the Plan of Merger in accordance with the Cayman Companies Act (the time at which the Merger

becomes effective is herein referred to as the “Effective Time”).

2.4 Effect

of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Plan of Merger and

the applicable provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective

Time, all assets, property of every description (including choses in action), rights, privileges, immunities, business, undertaking, goodwill,

benefits, powers and franchises of the Company and Merger Sub shall vest in the Surviving Company and all debts, liabilities, mortgages,

charges, security interests and duties of the Company and Merger Sub shall become the debts, liabilities, mortgages, charges, security

interests and duties of the Surviving Company in accordance with the Cayman Companies Act.

2.5 U.S.

Tax Treatment. For U.S. federal income tax purposes (and for purposes of any applicable state or local income Tax Law that

follows US. federal income Tax Law), each of the parties intends that (a) the Domestication qualify for the Domestication Intended Tax

Treatment, and (b) the Merger qualify for the Merger Intended Tax Treatment. The parties to this Agreement hereby (i) adopt this Agreement

as a Plan of Reorganization with respect to each of the Domestication and the Merger, (ii) agree to file and retain such information as

shall be required under Treasury Regulations Section 1.368-3, and (iii) agree to file all Tax Returns on a basis consistent with the Intended

Tax Treatment and not otherwise to take any position or action inconsistent with the Intended Tax Treatment unless required as a result

of a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local

or non-U.S. Tax Law) or otherwise required by a Governmental Authority. None of the parties has knowingly taken or will knowingly take

any action (or knowingly fail to take any action), if such action (or failure to act) would be reasonably expected to prevent or impede

the Domestication or the Merger from qualifying for the Domestication Intended Tax Treatment or the Merger Intended Tax Treatment, respectively.

Each of the parties acknowledges and agrees that (i) each has had the opportunity to obtain independent legal and tax advice with respect

to the transactions contemplated by this Agreement, and (ii) each is responsible for paying its own Taxes, including any adverse Tax consequences

that may result if the Domestication does not qualify for the Domestication Intended Tax Treatment or the Merger does not qualify for

the Merger Intended Tax Treatment.

2.6 Company

Memorandum and Articles of Association. At the Effective Time, the memorandum and articles of association of the Surviving

Company shall be those of the Company immediately before the Merger, except to the extent that the Plan of Merger provides for any amendments

to those memorandum and articles of association or the adoption of the memorandum and articles of association of Merger Sub instead, shall

be the memorandum and articles of association of the Surviving Company following the Merger, until thereafter duly amended in accordance

with the terms thereof and the Cayman Companies Act, and the name of the Surviving Company shall be the name mutually agreed by the parties

prior to the Closing and set out in the Plan of Merger until thereafter amended in accordance with the terms of the memorandum and articles

of association of the Surviving Company and applicable Law.

2.7 Closing.

Unless this Agreement is earlier terminated in accordance with ARTICLE X, the closing

of the Merger (the “Closing”) shall take place virtually on the second (2nd) Business Day after the satisfaction

or waiver (to the extent permitted by applicable Law) of the conditions set forth in ARTICLE IX (other than those conditions that

by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), or at such other time, date and

location as Parent and Company agree in writing; provided, however, that the Closing shall take place at least one

(1) Business Day after the consummation of the Domestication. The parties may participate in the Closing via the exchange of signature

pages via email or other electronic means. The date on which the Closing actually occurs is hereinafter referred to as the “Closing

Date”. For the avoidance of doubt, the Closing and the Effective Time shall occur after the completion of the Domestication.

2.8 Directors

and Officers of Surviving Company.

(a) At

the Effective Time, the initial directors of the Surviving Company shall consist of the same persons serving on Parent’s Board of

Directors in accordance with Section 2.9, and such directors shall hold office until their successors shall have been duly elected

or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Company’s memorandum

and articles of association as in effect following the Closing.

(b) At

the Effective Time, the officers of the Company shall become the initial officers of the Surviving Company and shall hold office until

their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal.

2.9 Directors

and Officers of Parent. Prior to the Effective Time, the parties shall mutually agree on the composition of Parent’s

Board of Directors and Parent’s officers as of immediately following the Effective Time. At least a majority of the Board of Directors

shall qualify as independent directors under Nasdaq or Alternate Exchange rules, as applicable.

2.10 Taking

of Necessary Action; Further Action. If, at any time after the Closing, any further action is necessary or desirable to carry

out the purposes of this Agreement and to vest the Surviving Company with full right, title and interest in, to and under, or possession

of, all assets, property of every description (including choses in action), rights, privileges, immunities, business, undertaking, goodwill,

benefits, powers and franchises of the Company and Merger Sub, the officers and directors of the Surviving Company are fully authorized

in the name and on behalf of the Surviving Company, to take all lawful action necessary or desirable to accomplish such purpose or acts,

so long as such action is not inconsistent with this Agreement.

2.11 No

Further Ownership Rights in Company Ordinary Shares. All consideration paid or payable in respect of Company Ordinary Shares

hereunder, or upon the exercise of the appraisal rights described in Section 3.5, shall be deemed to have been paid or payable

in full satisfaction of all rights pertaining to such Company Ordinary Shares and from and after the Effective Time, there shall be no

further registration of transfers of Company Ordinary Shares in the register of members of the Surviving Company. If, after the Effective

Time, certificates formerly representing Company Ordinary Shares (each, a “Company Stock Certificate”) are presented

to the Surviving Company, subject to the terms and conditions set forth herein, they shall be cancelled and exchanged for the consideration

provided for, and in accordance with the procedures set forth, in ARTICLE III.

ARTICLE III

EFFECT OF THE MERGER

3.1 Effect

of the Merger on Company Ordinary Shares. At the Effective Time, as a result of the Merger and without any action on the part

of Parent, Merger Sub, the Company or the shareholders of any of Parent, Merger Sub or the Company:

(a) Conversion

of Company Ordinary Shares. Each Company Ordinary Share issued and outstanding immediately prior to the Effective Time (other than

any Excluded Shares and any Dissenting Shares) shall be converted into the right to receive a number of Parent Common Shares equal to

the Conversion Ratio. Such conversion shall be effected pursuant to the Plan of Merger by means of the cancellation of such Company Ordinary

Shares in exchange for the right to receive the Aggregate Merger Consideration. All of the Company Ordinary Shares converted into the

right to receive the Aggregate Merger Consideration pursuant to this Section 3.1(a) shall no longer be outstanding and shall automatically

be cancelled and shall cease to exist at the Effective Time, and each holder of a certificate previously representing any such Company

Ordinary Shares shall thereafter cease to have any rights with respect to such securities, except the right to receive their respective

portion of the Aggregate Merger Consideration into which such Company Ordinary Shares shall have been converted in the Merger.

(b) Cancellation

of Excluded Shares. Each of the Excluded Shares issued and outstanding immediately prior to the Effective Time will be cancelled in

accordance with the Plan of Merger and cease to exist, and no consideration shall be delivered in exchange therefor.

of Dissenting Shares. Each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time will be cancelled

and cease to exist in accordance with Section 3.5 and thereafter represent only the right to receive the applicable payments set

forth in Section 3.5 and pursuant to Section 238 of the Cayman Companies Act.

3.2 Effect

of the Merger on Merger Sub Ordinary Shares. At the Effective Time, each Merger Sub Ordinary Share issued and outstanding immediately

prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of

the Surviving Company. Such conversion shall be effected pursuant to the Plan of Merger. Such ordinary share of the Surviving Company

shall constitute the only issued and outstanding share capital of the Surviving Company immediately following the Effective Time.

3.3 [Reserved].

3.4 Surrender

and Payment.

(a) Exchange

Fund. Prior to the Effective Time, Parent shall enter into an agreement (the “Exchange Agreement”) acceptable to

the other parties hereto with an exchange agent mutually agreeable to the parties hereto (the “Exchange Agent”) for

the purpose of exchanging Parent Common Shares for the Aggregate Merger Consideration. At or promptly after the Effective Time, Parent

shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of ROPA and any other Persons designated by ROPA

in the Closing Consideration Spreadsheet, for exchange in accordance with the Exchange Agreement and this ARTICLE III, the number

of Parent Common Shares sufficient to deliver the Aggregate Merger Consideration payable pursuant to this Agreement (such Parent Common

Shares, the “Exchange Fund”). Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the

Aggregate Merger Consideration out of the Exchange Fund in accordance with the Closing Consideration Spreadsheet and the other applicable

provisions contained in this Agreement and the Exchange Agreement. The Exchange Fund shall not be used for any other purpose other than

as contemplated by this Agreement. At least two (2) Business Days prior to the Closing, the Company shall deliver to Parent a spreadsheet

(the “Closing Consideration Spreadsheet”) prepared in accordance with ROPA’s written instructions, specifying

the respective allocations of the Aggregate Merger Consideration to be issued to (i) ROPA and (ii) any other Persons designated by ROPA,

including but not limited to the Company’s advisors or consultants so designated; provided that the allocation to ROPA designees

under this clause (ii) shall not exceed 3,750,000 Parent Common Shares in the aggregate. ROPA may correct clerical errors through the

Closing, and Parent may object only to mathematical errors, illegality or the failure of a proposed recipient to provide documentation

required by applicable securities Laws. The provisions of this Section 3.4(a) and Section 3.4(b) below, are intended to

be for the benefit of, and shall be enforceable by, ROPA.

(b) Exchange

Procedures. As soon as practicable following the Effective Time, and in any event within two (2) Business Days following the Effective

Time (but in no event prior to the Effective Time), Parent shall cause the Exchange Agent to deliver to each Person identified in the

Closing Consideration Spreadsheet (each, a “Merger Consideration Recipient”) a letter of transmittal and instructions

for use in exchanging such Merger Consideration Recipient’s Company Ordinary Shares for such Merger Consideration Recipient’s

applicable portion of the Aggregate Merger Consideration from the Exchange Fund, and which shall be in form and contain provisions which

Parent may specify and which are reasonably acceptable to the Company (a “Letter of Transmittal”), and promptly following

receipt of a Merger Consideration Recipient’s properly executed Letter of Transmittal, deliver such Person’s applicable portion

of the Aggregate Merger Consideration to such Person.

of Exchange Fund. Any portion of the Exchange Fund relating to the Aggregate Merger Consideration that remains undistributed to the

Merger Consideration Recipients for two years after the Effective Time shall be delivered to Parent, upon demand, and any Merger Consideration

Recipients who have not theretofore complied with this Section 3.4 shall thereafter look only to Parent for their portion of the

Aggregate Merger Consideration. Any portion of the Exchange Fund remaining unclaimed by Merger Consideration Recipients as of a date which

is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to

the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any person previously

entitled thereto.

3.5 Dissenting

Shares. Notwithstanding any provision of this Agreement to the contrary, and to the extent available under Section 238 of the

Cayman Companies Act, all Company Ordinary Shares that are issued and outstanding immediately prior to the Effective Time (other than

the Excluded Shares) and that are held by shareholders who have (i) served a written objection to the Merger before the vote on authorization

of the Merger is taken pursuant to Section 238(2) of the Cayman Companies Act and (ii) after receipt of the notice of authorization required

by Section 238(4) of the Cayman Companies Act, validly served a notice of dissent pursuant to Section 238(5) of the Cayman Companies Act,

and have not effectively withdrawn or lost their rights to dissent in accordance with Section 238 of the Cayman Companies Act (collectively,

the “Dissenting Shares”, and holders of such Dissenting Shares, the “Dissenting Shareholders”) shall

be cancelled at the Effective Time and the Dissenting Shareholders shall not be entitled to receive a portion of the Aggregate Merger

Consideration pursuant to Section 3.1(a) and shall instead be entitled to receive the payment of the fair value of such Dissenting

Shares held by them determined in accordance with Section 238 of the Cayman Companies Act; provided, however, that

if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant

to Section 238 of the Cayman Companies Act or if a court of competent jurisdiction determines that such holder is not entitled to the

relief provided by Section 238 of the Cayman Companies Act, such Dissenting Shares of that Dissenting Shareholder shall not be Dissenting

Shares and shall be cancelled and cease to exist as of the Effective Time and shall represent the right to receive a portion of the Aggregate

Merger Consideration pursuant to Section 3.1(a) without interest thereon, upon transfer of such shares. The Company shall promptly

provide Parent with written notice of any intent to dissent, written notices of objection, notices of approvals, notice of dissent or

demands for appraisal or written offers under Section 238 of the Cayman Companies Act received by the Company, any written withdrawal

of any such notices, demands or offers and any other instruments served or delivered to the Company prior to the Effective Time pursuant

to the Cayman Companies Act that relates to such demand, and Parent shall have the opportunity to participate in all negotiations and

proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of

Parent, make any offers or agree to any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger

or any demands for appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

3.6 Adjustment.

The shares comprising the Aggregate Merger Consideration and Conversion Ratio shall be adjusted to reflect appropriately the effect of

any share split, subdivision, reverse share split, consolidation, share dividend, recapitalization, reclassification, combination, exchange

of shares or other like change with respect to Parent Common Shares occurring prior to the date the shares comprising the Aggregate Merger

Consideration are issued.

3.7 No

Fractional Shares. No fractional Parent Common Shares, or certificates or scrip representing fractional Parent Common Shares,

will be issued upon the conversion of the Company Ordinary Shares pursuant to the Merger, and such fractional share interests will not

entitle the owner thereof to vote or to any rights of a shareholder of Parent. No Company Shareholder shall be entitled to receive any

fraction of a Parent Common Share and the number of Parent Common Shares to be received by such Company Shareholder shall be rounded down

to the nearest whole number.

3.8 Lost

or Destroyed Certificates. Notwithstanding the foregoing, if any Company Stock Certificate, shall have been lost, stolen or

destroyed, then upon the making of a customary affidavit of that fact by the Person claiming such Company Stock Certificate to be lost,

stolen or destroyed in a form reasonably acceptable to Parent, the Exchange Agent shall issue, in exchange for such lost, stolen or destroyed

Company Stock Certificate, the portion of the Aggregate Merger Consideration to be paid in respect of the shares of Company Ordinary Shares

formerly represented by such Company Stock Certificate as contemplated under this ARTICLE III.

3.9 Withholding.

Notwithstanding any other provision to this Agreement, Parent, Merger Sub, the Company and its Subsidiaries and the Exchange Agent, as

applicable, shall be entitled to deduct and withhold from any amount payable pursuant to this Agreement such Taxes that are required to

be deducted and withheld from such amounts under the Code, Treasury Regulations, or any other applicable Law (as reasonably determined

by Parent, Merger Sub, the Company or its Subsidiaries, or the Exchange Agent, respectively). To the extent that any amounts are so deducted

and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person

in respect of which such deduction and withholding was made and paid to the applicable Governmental Authority. To the extent any party

hereto becomes aware of any obligation to deduct or withhold from amounts otherwise payable, issuable or transferable pursuant to this

Agreement, such party shall notify the other parties hereto at least 10 days prior to the date of the relevant payment, and the parties

hereto shall use commercially reasonable efforts to obtain any certificates or other documentation required in respect of such deduction

or withholding obligation and to reduce or eliminate any applicable deduction or withholding.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the

disclosure schedules delivered by the Company to Parent concurrently with the execution of this Agreement (with specific reference to

the particular section or subsection of this Agreement to which the information set forth in such disclosure letter relates (which qualify

(a) the correspondingly numbered representation, warranty or covenant specified therein and (b) such other representations, warranties

or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is

reasonably apparent on its face or cross-referenced)), the Company hereby represents and warrants to Parent that each of the following

representations and warranties are true, correct and complete 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).

4.1 Corporate

Existence and Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the

Laws of the Cayman Islands. Each member of the Company Group has all requisite power and authority, corporate and otherwise, to own, lease

or otherwise hold and operate its properties and other assets and to carry on the Business as presently conducted. Each member of the

Company Group is duly licensed or qualified to do business and is in good standing (with respect to jurisdictions that recognize that

concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties or other assets

makes such qualification, licensing or good standing necessary, except where the failure to be so qualified, licensed or in good standing,

individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect in respect of the

Company Group. The Company has made available to Parent, prior to the date of this Agreement, complete and accurate copies of the organizational

documents of each member of the Company Group, in each case as amended to the date hereof. The organizational documents of each member

of the Company Group are in full force and effect. No member of the Company Group is in violation of its organizational documents, except

any such violations that would not have or reasonably be expected to have a Material Adverse Effect.

4.2 Authorization.

(a) The

Company has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it

is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company

Shareholder Approval and the registration of the Merger with the Cayman Registrar. The execution and delivery by the Company of this Agreement

and the Ancillary Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby

have been duly authorized by all necessary corporate action on the part of the Company. No other corporate proceedings on the part of

the Company are necessary to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions

contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Shareholder Approval and the registration

of the Merger with the Cayman Registrar) or the Ancillary Agreements. This Agreement and the Ancillary Agreements to which the Company

is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of

the other parties hereto and thereto, this Agreement and the Ancillary Agreements to which the Company is a party constitute a legal,

valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy,

insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability

of equitable remedies (the “Enforceability Exceptions”).

(b) By

resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the

Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Ancillary

Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the

terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Ancillary Agreements to which

it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are

advisable and fair to and in the best interests of the Company and the Company Shareholders; (iii) directed that the approval of this

Agreement, the Plan of Merger and the Merger be submitted to the Company Shareholders for consideration and recommended that all of the

Company Shareholders adopt this Agreement. Either (x) the affirmative vote of Persons holding at least a two-thirds majority of the issued

voting shares of the Company who attend and vote thereupon at a duly convened general meeting of the Company (as determined in accordance

with the articles of association of the Company); or (y) the affirmative written approval, signed by the holders of all issued voting

shares of the Company, is required to, and shall be sufficient to, approve this Agreement and the transactions contemplated hereby (the

“Company Shareholder Approval”). The Company Shareholder Approval is the only vote or consent of any of the holders

of Company Ordinary Shares necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated

hereby.

4.3 Governmental

Authorization. None of the execution, delivery or performance by the Company of this Agreement or any Ancillary Agreement to

which the Company is or will be a party, or the consummation of the transactions contemplated hereby or thereby, requires any consent,

approval, license, Order or other action by or in respect of, or registration, declaration or filing with, any Governmental Authority

other than the filing of the Plan of Merger and ancillary documents with the Cayman Registrar pursuant to the Cayman Companies Act and

any SEC or Nasdaq approval required to consummate the transactions contemplated hereunder. Neither the Company’s annual net sales

nor its total assets exceed the applicable thresholds under 16 C.F.R. §802.51 promulgated under the HSR Act. No consent of the Mining

Inspectorate of Sweden is required for the Merger or the Post-Closing Restructuring.

4.4 Non-Contravention.

None of the execution, delivery or performance by the Company of this Agreement or any Ancillary Agreement to which the Company is or

will be a party or the consummation by the Company of the transactions contemplated hereby and thereby (including the Merger and the Post-Closing

Restructuring) does or will (a) contravene or conflict with the Company Articles or the organizational documents of any Subsidiary of

the Company (including Titan), or any resolution by the board of directors or the general meeting of any member of the Company Group (including

Titan), (b) contravene or conflict with or constitute a violation of any provision of any Law or Order binding upon or applicable to the

Company or to any of its respective properties, rights or assets, except as set forth in Schedule 4.4, (c) except as set forth

on Schedule 4.4 and except for the Contracts listed on Schedule 4.8 requiring Company Consents (but only as to the need

to obtain such Company Consents), (i) require consent, approval or waiver under, (ii) constitute a default under or breach of (with or

without the giving of notice or the passage of time or both), (iii) violate, (iv) give rise to any right of termination, cancellation,

amendment or acceleration of any right or obligation of the Company Group or to a loss of any material benefit to which the Company Group

is entitled, in the case of each of clauses (i) – (iv), under any provision of any Permit, Contract or other instrument or obligations

binding upon the Company Group or any of its respective properties, rights or assets, (d) result in the creation or imposition of any

Lien (except for Permitted Liens) on any of the Company Group’s properties, rights or assets, or (e) conflict with, or trigger a

right for any Governmental Authority to amend or revoke, any Permit held by any member of the Company Group (including Titan), or require

any consent, approval or waiver from any Person pursuant to any provision of the organizational documents of the Company Group, except

for such consent, approval or waiver which shall be obtained (and a copy provided to Parent) prior to the Closing.

4.5 Capitalization.

(a) As

of the date of this Agreement, the authorized share capital of the Company is $50,000 divided into 500,000,000 ordinary shares, $0.0001

par value per share. As of the date of this Agreement, ROPA is the sole record owner of all issued and outstanding Company Ordinary Shares.

Except as set forth on Schedule 4.5(a), no other shares or other voting securities of the Company are authorized, issued, reserved

for issuance or outstanding. All issued and outstanding Company Ordinary Shares are duly authorized, validly issued, fully paid and non-assessable

and were issued in compliance with all applicable Laws (including any applicable securities laws) and in compliance with the Company Articles.

No Company Ordinary Shares are subject to or were issued in violation of any purchase option, right of first refusal, preemptive right,

subscription right or any similar right (including under any provision of the Cayman Companies Act, the Company Articles or any Contract

to which the Company is a party or by which the Company or any of its properties, rights or assets are bound).

(b) Except

as set forth on Schedule 4.5(b), there are no (i) outstanding warrants, options, agreements, convertible securities, performance

units or other commitments or instruments pursuant to which the Company is or may become obligated to issue or sell any Company Ordinary

Shares or other Company securities, (ii) outstanding obligations of the Company to repurchase, redeem or otherwise acquire shares of the

Company or any securities convertible into or exchangeable for any shares of the Company, (iii) treasury shares of the Company, (iv)

bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities

having the right to vote) on any matters on which shareholders of the Company may vote, are issued or outstanding, (v) preemptive or similar

rights to purchase or otherwise acquire shares or other securities of the Company (including pursuant to any provision of Law, the Company

Articles or any Contract to which the Company is a party), (vi) Liens (including any right of first refusal, right of first offer, proxy,

voting trust, voting agreement or similar arrangement) with respect to the sale or voting of shares or securities of the Company (whether

outstanding or issuable) or (vii) any share appreciation, phantom share or similar rights with respect to the Company.

4.6 Subsidiaries.

Schedule 4.6 sets forth the name of each Subsidiary of the Company, and with respect to each Subsidiary, its jurisdiction of incorporation,

formation or organization, its authorized shares or other equity interests (if applicable), and the number of issued and outstanding shares

or other equity interests and the record holders thereof. Except as set forth on Schedule 4.6, neither the Company nor any of its

Subsidiaries (including Titan) owns, directly or indirectly, any equity interest in any other Person, or is a member of any partnership,

joint venture, consortium or profit sharing arrangement. All of the outstanding equity securities of each Subsidiary of the Company are

duly authorized and validly issued, duly registered, fully paid and non-assessable (if applicable), were offered, sold and delivered in

compliance with all applicable securities Laws and such Subsidiary’s organizational documents in force at the relevant time, and

are owned by the Company or one of its Subsidiaries free and clear of all Liens (other than those, if any, imposed by such Subsidiary’s

organizational documents).

4.7 Corporate

Records. All proceedings of the Board of Directors of the Company occurring since the date of formation of the Company, including

all committees thereof, and of the Company Shareholders, and all consents to actions taken thereby that are required by Law or the Company

Articles, are accurately reflected in the minutes and records contained in the corporate minute books of the Company and made available

to Parent. The shareholder ledger of the Company is true, correct and complete.

4.8 Consents.

The Contracts listed on Schedule 4.8 are the only Material Contracts requiring a consent, approval, authorization, order or other

action of or filing with any Person as a result of the execution, delivery and performance of this Agreement or any Ancillary Agreement

to which the Company or any of its Subsidiaries is or will be a party or the consummation of the transactions contemplated hereby or thereby

(each of the foregoing, a “Company Consent”).

4.9 Financial

Statements.

(a) The

Company has delivered to Parent the unaudited balance sheets of Titan as of December 31, 2025 and December 31, 2024, and the related profit/loss

statements for the fiscal years ended December 31, 2025 and December 31, 2024 (the “Titan Financial Statements”). The

Titan Financial Statements were prepared from the Books and Records of Titan in all material respects. Since December 31, 2025 (the “Balance

Sheet Date”), except as required by applicable Law, there has been no change in any accounting principle, procedure or practice

followed by Titan or in the method of applying any such principle, procedure or practice.

(b) The

Company Group has no material liabilities, debts or obligations of the type that would be required to be set forth on its balance sheet,

except for (i) liabilities arising in the ordinary course of business consistent with past practice since the Balance Sheet Date, (ii)

to the extent specifically disclosed, reflected or fully reserved for on the Balance Sheet and (iii) liabilities specifically set forth

on Schedule 4.9(b).

Company Group does not have any Indebtedness.

4.10 [Reserved].

4.11 Absence

of Certain Changes. Except as set forth on Schedule 4.11, from the Balance Sheet Date until the date of this Agreement,

(a) each of the Company and its Subsidiaries have conducted their respective businesses in the ordinary course and in a manner consistent

with past practices; (b) there has not been any Material Adverse Effect in respect of the Company or any of its Subsidiaries; and (c)

neither the Company nor any of its Subsidiaries has taken any action that, if taken after the date of this Agreement and prior to the

consummation of the Merger, would require the consent of Parent pursuant to Section 6.1 and Parent has not given consent.

4.12 Properties;

Title to the Company Group’s Assets.

(a) All

items of material Tangible Personal Property as set forth on Schedule 4.12(a) have no material defects, are in good operating condition

and repair in all material respects and function in accordance with their intended uses (ordinary wear and tear excepted), have been properly

maintained in all material respects and are suitable for their present uses and meet all specifications and warranty requirements with

respect thereto. All of the material Tangible Personal Property is located at the offices of the Company Group.

(b) The

Company Group has good, valid and marketable title in and to all of the tangible assets reflected on the Balance Sheet. Except as set

forth on Schedule 4.12(b), no such tangible asset owned by the Company Group is subject to any Lien other than Permitted Liens.

The Company’s assets constitute all of the rights, properties, and assets of any kind or description whatsoever, including goodwill,

necessary for the Company Group to operate the Business immediately after the Closing in substantially the same manner as the Business

is currently being conducted.

previously made and held reservation notifications and related reservation decisions in respect of (i) Nuottijärvi and (ii) Nuottivaara

(together, the “Finnish Reservations”). The Finnish Reservations were made under the Finnish Mining Act (621/2011)

solely to obtain the statutory priority/privilege to prepare a possible application for an exploration permit. The Finnish Reservations

did not constitute, and did not confer, any exploration permit, mining permit, exploitation right, licence, concession, right to conduct

exploration operations, or right to exploit any mineral deposit. Each Finnish Reservation expired at the end of its applicable validity

period (Nuottijärvi on 1 October 2025 and Nuottivaara on 28 November 2025). Other than the reservation notifications and reservation

decisions described above, no member of the Company Group has ever owned or held any exploration or exploitation right, permit, licence,

concession or other mineral or mining interest in Finland. To the Knowledge of the Company, no member of the Company Group has any outstanding

liability, Tax exposure or other obligation, whether contingent or otherwise, arising from the Finnish Reservations or any consulting

or other services performed in connection with them, and all amounts properly due to consultants or other third parties engaged by the

Company Group in connection with the Finnish Reservations have been paid in full.

4.13 Litigation.

Except as set forth on Schedule 4.13, there is no Action pending or, to the Knowledge of the Company, threatened against or affecting

the Company Group, any of the officers or directors of the Company Group, the Business, any of the Company Group’s rights, properties

or assets or any Contract before any Governmental Authority or which in any manner challenges or seeks to prevent, enjoin, alter or delay

the transactions contemplated by this Agreement or any Ancillary Agreement. There are no outstanding judgments against the Company Group

or any of its rights, properties or assets. Except as set forth on Schedule 4.13, the Company Group or any of its rights, properties

or assets is not, nor has been since January 1, 2023, subject to any Action, Order or consent decree, settlement agreement or other similar

written agreement with, or, to the Knowledge of the Company, continuing investigation by, any Governmental Authority.

4.14 Contracts.

(a) Schedule

4.14(a) sets forth a true, complete and accurate list, as of the date of this Agreement, of all of the following Contracts as amended

to date which are currently in effect (other than any Plans) (collectively, “Material Contracts”):

(i) all

Contracts that require annual payments or expenses incurred by, or annual payments or income to, the Company Group of $250,000 or more

(other than Contracts entered into in the ordinary course of business consistent with past practices);

(ii) each

Contract with any of the Top Suppliers;

(iii) each

Contract with any current employee of the Company Group (A) which has continuing obligations for payment of an annual compensation of

at least $500,000, and which is not terminable for any reason or no reason upon reasonable notice without payment of any penalty, severance

or other obligation; (B) providing for severance or post-termination payments or benefits to such employee (other than COBRA obligations);

or (C) providing for a payment or benefit upon the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement

or as a result of a change of control of the Company;

(iv) all

Contracts creating a joint venture, strategic alliance, limited liability company or partnership arrangement to which the Company or any

Subsidiary is a party;

(v) all

Contracts relating to any acquisitions or dispositions of material assets by the Company Group (other than acquisitions or dispositions

of inventory in the ordinary course of business consistent with past practices);

(vi) all

IP Contracts, separately identifying all such IP Contracts under which the Company is obligated to pay royalties thereunder and all such

IP Contracts under which the Company is entitled to receive royalties thereunder, provided, however, that

no Standard Contracts shall be required to be disclosed on Schedule 4.14(a)(vi), but shall constitute Material Contracts for purposes

of this Agreement if they otherwise qualify;

(vii) Contracts

containing covenants of the Company or any of the Company’s Subsidiaries (A) materially prohibiting or limiting the right of the

Company or any of the Company’s Subsidiaries to engage in or compete with any Person in any line of business or (B) materially prohibiting

or restricting the Company’s and the Company’s Subsidiaries’ ability to conduct their business with any Person in any

geographic area;

(viii) all

Contracts that (A) grant to any Person any preferred pricing, “most favored nation” or similar rights, (B) grant exclusivity

to any Person in respect of any geographic location, any customer, or any product or service, (C) require the purchase of all or a given

portion of the Company’s or any of its Subsidiary’s requirements for products or services from any Person, or any other similar

provision, or (D) grant to any Person price guarantees for a period greater than one year from the date of this Agreement and requires

aggregate future payments to the Company Group in excess of $250,000 in any calendar year;

(ix) Contracts

granting to any Person (other than the Company or its Subsidiaries) a right of first refusal, first offer or similar right to purchase

or acquire exclusive rights or ownership with respect to any service, product or Intellectual Property of the Company Group or to purchase

or acquire equity interests in the Company or any of the Company’s Subsidiaries;

(x) all

Contracts (other than Contracts entered into in the ordinary course of business consistent with past practices) providing for guarantees,

indemnification arrangements and other hold harmless arrangements made or provided by the Company Group;

(xi) all

Contracts (other than employment agreements, employee confidentiality and invention assignment agreements, equity or equity incentive

documents, governing documents, Contracts relating to such Affiliate’s status as a Company Shareholder) between a member of the

Company Group, on the one hand, and Affiliates of the Company or any of the Company’s Subsidiaries (other than the Company or any

of the Company’s Subsidiaries), the officers and managers (or equivalents) of the Company or any of the Company’s Subsidiaries,

the members or shareholders of the Company or any of the Company’s Subsidiaries, any employee of the Company or any of the Company’s

Subsidiaries or, to the knowledge of the Company, a member of the immediate family of the foregoing Persons, on the other hand;

(xii) all

Contracts relating to property or assets (whether real or personal, tangible or intangible) in which the Company holds a leasehold interest

and which involve payments to the lessor thereunder in excess of $200,000 per year;

(xiii) all

Contracts relating to the voting or control of the equity interests of the Company Group or the election of directors of the Company of

any of its Subsidiaries (other than the organizational or constitutive documents of the Company or its Subsidiaries);

(xiv) all

Contracts not cancellable by the Company Group with no more than 60 days’ notice if the effect of such cancellation would result

in monetary penalty to the Company in excess of $250,000 per the terms of such contract;

(xv) all

contracts and agreements with any Governmental Authority (other than purchase orders entered into in the ordinary course of business consistent

with past practices) to which any member of the Company Group is a party;

(xvi) all

Contracts creating or otherwise relating to outstanding Indebtedness (other than intercompany Indebtedness) in the aggregate that are

valued at $500,000 or greater;

(xvii) all

material Contracts that may be terminated, or the provisions of which may be altered, as a result of the consummation of the transactions

contemplated by this Agreement or any Ancillary Agreement;

(xviii) all

Contracts under which any of the benefits, compensation or payments (or the vesting thereof) will be increased or accelerated by the consummation

of the transactions contemplated by this Agreement or any Ancillary Agreement, or the amount or value thereof will be calculated on the

basis of, the transactions contemplated by this Agreement or any Ancillary Agreement; and

(xix) any

outstanding written commitment to enter into any Contract of the type described in clauses (i) through (xviii) of this Section

4.14(a).

(b) Each

Material Contract is (i) a valid and binding agreement, (ii) in full force and effect and (iii) enforceable by and against the Company

Group and each counterparty that is party thereto, subject, in the case of this clause (iii), to the Enforceability Exceptions. Except,

in each case, where the occurrence of such breach or default or failure to perform would not be material to the Company Group, taken as

a whole (w) neither the Company Group nor, to the Company’s Knowledge, any other party to a Material Contract is in material breach

or default (whether with or without the passage of time or the giving of notice or both) under the terms of any such Material Contract,

(x) each member of the Company Group has performed in all respects all respective obligations required to be performed by them to date

under each Material Contract, (y) no member of the Company Group has received any written claim or written notice of termination or breach

of or default under any such Material Contract, and (z) no event has occurred which, individually or together with other events, would

reasonably be expected to result in a breach of or a default under any such Material Contract by a member of the Company Group or, to

the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both). No member of the

Company Group has assigned, delegated or otherwise transferred any of its rights or obligations under any Material Contract or granted

any power of attorney with respect thereto.

member of the Company Group is in compliance in all material respects with all covenants, including all financial covenants, in all notes,

indentures, bonds and other instruments or Material Contracts establishing or evidencing any Indebtedness. The consummation and closing

of the transactions contemplated by this Agreement shall not cause or result in an event of default under any instruments or Material

Contracts establishing or evidencing any Indebtedness.

4.15 Licenses

and Permits. Schedule 4.15 sets forth a true, complete and correct list of each Permit held by a member of the Company

Group that is required under applicable Law to permit the Company Group to own, operate, use and maintain their assets in the manner in

which they are now operated and maintained and to carry out or conduct the Business, together with the name of the Governmental Authority

issuing the same. Except as set forth on Schedule 4.15, (i) such Permits are valid and in full force and effect, and none of the

Permits will be terminated or impaired or become terminable as a result of the transactions contemplated by this Agreement or any Ancillary

Agreement, and (ii) the Company Group has all Permits necessary to operate the Business. The Company Group is not in material breach or

violation of, or material default under, any such Permit, and, to the Company’s Knowledge, except as set forth on Schedule 4.15,

no basis (including the execution of this Agreement and the other Ancillary Agreements to which the Company is a party and the consummation

of the transactions contemplated by this Agreement or any Ancillary Agreement) exists which, with notice or lapse of time or both, would

reasonably constitute any such breach, violation or default or give any Governmental Authority grounds to suspend, revoke or terminate

any such Permit. Neither the Company nor Titan has received any written (or, to the Company’s Knowledge, oral) notice from any Governmental

Authority regarding any material violation of any Permit. Except as set forth on Schedule 4.15, there has not been and there is

not any pending or, to the Company’s Knowledge, threatened Action, investigation or disciplinary proceeding by or from any Governmental

Authority against the Company or Titan involving any material Permit.

4.16 Compliance

with Laws. Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any Representative or other

Person acting on behalf of the Company or any of its Subsidiaries, is in violation in any material respect of, and, since January 1, 2023,

no such Person has failed to be in compliance in all material respects with, all applicable Laws and Orders. Since January 1, 2023, (i)

no event has occurred or circumstance exists that (with or without notice or due to lapse of time) would reasonably constitute or result

in a material violation by the Company or any of its Subsidiaries of, or material failure on the part of the Company or any of its Subsidiaries

to comply with, or any material liability suffered or incurred by the Company or any of its Subsidiaries in respect of any violation of

or material noncompliance with, any Laws, Orders or policies by a Governmental Authority that are or were applicable to it or the conduct

or operation of its business or the ownership or use of any of its assets and (ii) no Action is pending, or to the Knowledge of the Company,

threatened, alleging any such violation or noncompliance by the Company or any of its Subsidiaries. Since January 1, 2023, neither the

Company nor any of its Subsidiaries has been threatened in writing or, to the Company’s Knowledge, orally to be charged with, or

given written or, to the Company’s Knowledge, oral notice of any violation of any Law or any judgment, order or decree entered by

any Governmental Authority.

4.17 Intellectual

Property.

(a) As

of the date of this Agreement, neither the Company nor Titan has any Owned Registered IP.

(b) To

the Knowledge of the Company, the operation of the Company’s and Titan’s business as currently conducted does not infringe,

misappropriate or otherwise violate any Intellectual Property owned by any third party, except as would not be material to the Company.

Neither the Company nor Titan is a party to any proceeding, or received any written communications, alleging or relating to any of the

foregoing set forth in this Section 4.17(b), except as would not be material to the Company.

4.18 Employees;

Employment Matters.

(a) As

of the date of this Agreement, neither the Company nor Titan has any employees.

(b) As

of the date of this Agreement, neither the Company nor Titan has any ongoing consultants or independent contractors.

Company Group is not a party to, bound by, negotiating or required to negotiate any collective bargaining agreement or other agreement

with a labor union or other labor organization. No employees of the Company Group or any of its Subsidiaries are represented by any labor

union or other labor organization, and, since January 1, 2023, to the Knowledge of the Company, there has been no activities or proceeding

by a labor union or other labor organization seeking to organize any employees of the Company Group and no demand for recognition or certification

as the exclusive bargaining representative of any employees has been made by or on behalf of any labor union or other labor organization.

There is no labor strike, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened

in writing against the Company Group, and, since January 1, 2023, the Company Group has not experienced any strike, material slowdown,

material work stoppage or lockout, grievance or labor dispute or similar activity in respect of the business of the Company Group that

may, individually or in the aggregate, interfere in any material respect with the respective business activities of the Company.

(d) There

are no pending or, to the Knowledge of the Company, threatened in writing material Actions against the Company Group (including, without

limitation, any such Actions under any worker’s compensation policy or long-term disability policy) by any of its current or former

employees, independent contractors or job applicants. There is no material unfair labor practice charge or complaint pending or, to the

Knowledge of the Company, threatened in writing before any applicable Governmental Authority relating to employees of the Company Group.

There is no ongoing location closing, employee layoff, or relocation activities.

(e) The

Company Group is, and since January 1, 2023 has been, in compliance in all material respects with all applicable Laws relating to employment,

including all applicable Laws relating to wages, hours, overtime, collective bargaining, equal employment opportunity, discrimination,

harassment (including, but not limited to sexual harassment), retaliation, immigration, verification of identity and employment authorization

of individuals employed in the United States, employee leave, disability rights or benefits, employment and reemployment rights of members

and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation,

pay equity, restrictive covenants, whistleblower rights, child labor, classification of employees and independent contractors, meal and

rest breaks, reimbursement of business expenses, and the collection and payment of withholding or social security Taxes.

4.19 [Reserved].

4.20 [Reserved].

4.21 Real

Property.

(a) The

Company Group does not own nor has it ever owned, or otherwise have an interest in, any Real Property, including under any Real Property

Lease. The Company Group has not materially breached or violated any local zoning ordinance, and no notice from any Person has been received

by the Company Group or served upon the Company Group claiming any violation of any local zoning ordinance.

(b) To

the Knowledge of the Company, the Company does not owe any brokerage commission with respect to any Real Property.

4.22 Taxes.

Except as set forth on Schedule 4.22,

(a) The

Company and each of its Subsidiaries have duly and timely filed all income and other material Tax Returns which are required to be filed

by it, and have paid all material Taxes (whether or not shown on such Tax Returns) which have become due, and all such Tax Returns of

the Company and each of its Subsidiaries are true, correct and complete and accurate in all material respects.

(b) There

is no Action, audit, examination, assessment, deficiency or proposed adjustment with respect to Taxes that has been asserted or assessed,

or that is pending or proposed in writing, by any Governmental Authority against any member of the Company Group that remains unresolved

or unpaid.

statute of limitations in respect of the assessment or collection of any Taxes of any member of the Company Group has been waived or extended

(other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business), which waiver or extension

is in effect.

(d) Each

member of the Company Group has duly withheld or collected and paid over to the applicable Taxing Authority in a timely manner all material

Taxes required to be withheld or collected by such member of the Company Group in connection with any amounts paid or owing to any employee,

creditor, independent contractor or other third party and has otherwise complied in all material respects with all applicable withholding

and related reporting requirements with respect to such Taxes.

(e) Each

member of the Company Group has collected and remitted to the applicable Taxing Authority all material sales Taxes required to be collected

by such member of the Company Group.

(f) No

member of the Company Group has requested any letter ruling, technical advice, a change of any method of accounting, or any similar request

that is in progress or pending with any Governmental Authority with respect to any Taxes.

(g) There

is no Lien (other than Permitted Liens) for Taxes upon any of the assets of any member of the Company Group.

(h) No

member of the Company Group has received any written request from a Taxing Authority in a jurisdiction where a member of the Company Group

has not paid any Tax or filed Tax Returns asserting that a member of the Company Group is or may be subject to Tax in such jurisdiction,

and no member of the Company Group has a permanent establishment (within the meaning of an applicable Tax treaty) or other fixed place

of business in a country other than the country in which it is organized, tax resident, or otherwise subject to Tax on a net income basis.

(i) No

member of the Company Group is a party to any Tax sharing, Tax indemnity or Tax allocation Contract (other than a contract entered into

in the ordinary course of business the principal purpose of which is not related to Taxes).

(j) No

member of the Company Group has been a member of an affiliated, consolidated, combined or unitary group filing for U.S. federal, state

or local income Tax purposes (other than a group the common parent of which was the Company or any of its Subsidiaries).

(k) No

member of the Company Group has any liability for the Taxes of any other Person (other than the Company Group): (1) under Treasury Regulations

Section 1.1502-6 (or any similar provision of applicable Law), (2) as a transferee or successor or (3) otherwise by operation of applicable

Law.

(l) No

member of the Company Group is, or ever has been, a “United States real property holding corporation” within the meaning of

Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(m) No

member of the Company Group holds any “United States real property interest” within the meaning of Section 897(c)(1).

(n) No

member of the Company Group has been a party to any “listed transaction” or failed to report any “reportable transaction”

as such terms are defined in Section 6707A(c) of the Code and Treasury Regulations Section 1.6011-4(b) and as such reporting is required

pursuant thereto.

(o) No

member of the Company Group has been a party to any transaction treated by the parties as a distribution of stock qualifying under Section 355

of the Code in the five years prior to the date of this Agreement.

(p) No

member of the Company Group will be required to include any material item of income or exclude any material item of deduction for any

taxable period ending after the Closing Date as a result of: (i) adjustment under Section 481 of the Code (or any corresponding or similar

provision of state, local or non-U.S. income Tax Law) by reason of a change in method of accounting for a taxable period ending on or

before the Closing Date; (ii) any “closing agreement” described in Section 7121 of the Code (or any corresponding or similar

provision of state, local or non-U.S. income Tax Law) executed on or before the Closing Date; (iii) any installment sale or open transaction

disposition made on or before the Closing Date; (iv) any prepaid amount or deferred revenue realized or received on or before the Closing

Date; (v) any intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any

corresponding or similar provision of state, local or non-U.S. income Tax Law); or (vi) election under Section 965 of the Code.

(q) The

Company is a corporation for United States federal income tax purposes and each member of the Company Group is a “foreign person”

within the meaning of Section 1445(f)(3) of the Code. No member of the Company Group is, or ever has been, created or organized in, or

under the law of, the United States, any state thereof, or the District of Columbia. No member of the Company Group is treated as a domestic

corporation pursuant to Section 7874(b) of the Code or has elected pursuant to Section 897(i) of the Code to be treated as a domestic

corporation for purposes of Sections 897 and 1445 of the Code. Schedule 4.22(q) sets forth the U.S. federal income tax classification

of each Subsidiary of the Company.

(r) No

member of the Company Group has knowingly taken or agreed to take any action (or failed to take any action), that would reasonably be

expected to prevent or impede the Merger from qualifying for the Merger Intended Tax Treatment.

(s) Less

than fifty percent (50%) of the value of the Company’s total assets (after excluding cash, cash items (including receivables), and

government securities for purposes of computing total assets) consists of stock or securities (within the meaning of Section 368(a)(2)(F)(vii)

of the Code). For purposes of this representation, any stock and securities of any Subsidiary of the Company is disregarded and the Company

is deemed to own its ratable share of such Subsidiary’s assets. The Company is not otherwise an “investment company”

within the meaning of Section 368(a)(2)(F)(iii) of the Code.

(t) Except

for the transactions set forth on Schedule 4.22(t), each member of the Company Group has been in compliance in all material respects

with all applicable transfer pricing laws.

(u) Except

as set forth on Schedule 4.6, no member of the Company Group owns, directly or indirectly, any shares of capital stock or other

equity interests in any corporation, limited liability company, partnership, joint venture, or other entity.

4.23 Environmental

Matters.

(a) Since

December 31, 2023, the Company and each of its Subsidiaries and, to the Knowledge of the Company, each property and facility leased or

operated by the Company or any of its Subsidiaries is, and has been, in material compliance with all Environmental Laws.

(b) The

Company and each of its Subsidiaries possess all material Environmental Permits that are required for the operation of their respective

businesses as presently conducted, and such Environmental Permits are in full force and effect, and since December 31, 2023, the Company

and each of its Subsidiaries are, and have been, in material compliance with all such Environmental Permits.

has been no Release of any Hazardous Materials by the Company or any of its Subsidiaries at, in, on, under or from any real property currently

leased or operated by the Company or any of its Subsidiaries that requires any material Remedial Action pursuant to Environmental Law,

and neither the Company nor any of its Subsidiaries has received any written notice that it is currently liable pursuant to Environmental

Laws for any material Remedial Action of any Hazardous Materials that the Company or any of its Subsidiaries sent to a third-party site

for disposal.

(d) There

are no Actions pending or, to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries alleging

any material violation of, or material non-compliance with, any Environmental Law or material Environmental Permit. Neither the Company

nor any of its Subsidiaries has entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless

or indemnify any other Person with respect to liabilities arising out of Environmental Laws or the Hazardous Material Activity.

(e) Neither

the Company nor any of its Subsidiaries has entered into any consent, settlement or other written agreement with any Governmental Authority

relating to any material violation of, or material non-compliance with, any Environmental Law.

4.24 Finders’

Fees. Except as set forth on Schedule 4.24, there is no investment banker, broker, finder or other intermediary which

has been retained by or is authorized to act on behalf of the Company or any of its Subsidiaries or any of their respective Affiliates

who might be entitled to any fee or commission from the Company, any of its Subsidiaries, Merger Sub, Parent or any of their respective

Affiliates upon consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements.

4.25 Directors

and Officers. Schedule 4.25 sets forth a true, correct and complete list of all directors and officers of the Company

and each Subsidiary as of the date of this Agreement.

4.26 Certain

Business Practices.

(a) The

Company and each of its Subsidiaries currently is and has at all times been, in compliance in all material respects with applicable Laws

related to (i) anti-corruption or anti-bribery, including the U.S. Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§78dd-1,

et seq., and any other equivalent or comparable Laws of other countries (collectively, “Anti-Corruption Laws”), (ii)

economic sanctions administered, enacted or enforced by any Governmental Authority (collectively, “Sanctions Laws”),

(iii) 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”), (iv) 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”), (v) anti-boycott regulations, as administered by the U.S. Department

of Commerce, and (vi) 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”).

(b) Neither

the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any Representative of the Company or any of its Subsidiaries

(acting on behalf of the Company or any of its Subsidiaries), is or is acting under the direction of, on behalf of or for the benefit

of a Person that is, (i) the subject of Sanctions Laws or identified 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”); (ii)

the target of any Sanctions Laws; (iii) located, organized or resident in a country or territory that is, or whose government is, the

target of comprehensive trade sanctions under Sanctions Laws, including, as of the date of this Agreement, Cuba, Iran, North Korea, Russia,

Sudan and Syria; or (iv) an officer or employee of any Governmental Authority or public international organization, or officer of a political

party or candidate for political office. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any Representative

of the Company or any of its Subsidiaries (acting on behalf of the Company or any of its Subsidiaries), (A) has participated in any transaction

involving a Prohibited Party, or a Person who is the target of any Sanctions Laws, 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 trade sanctions under Sanctions Laws, (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 applicable 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 applicable International Trade Control Laws, including support

for international terrorism and nuclear, chemical, or biological weapons proliferation.

the Company nor any of its Subsidiaries has received written notice of, nor, to the Knowledge of the Company, any of the Company’s

or any of its Subsidiaries’ Representatives is or has been the subject of, any investigation, inquiry or enforcement proceedings

by any Governmental Authority regarding any offense or alleged offense under Anti-Corruption Laws, Sanctions Laws, Anti-Money Laundering

Laws, Export Control Laws or International Trade Control Laws (including by virtue of having made any disclosure relating to any offense

or alleged offense) and, to the Knowledge of the Company, there are no circumstances likely to give rise to any such investigation, inquiry

or proceeding.

4.27 Insurance.

All forms of insurance owned or held by and insuring the Company Group are set forth on Schedule 4.27, and such policies are in

full force and effect. All premiums due with respect to such policies covering all periods up to and including the Closing Date have been

paid, no notice of cancellation or termination has been received with respect to any such policy which was not replaced on substantially

similar terms prior to the date of such cancellation or termination and there is no claim by the Company Group or, to the Company’s

Knowledge, any other Person pending under any of such insurance policies as to which coverage has been questioned, denied or disputed

by the underwriters or issuers of such policies. There is no existing default or event which, to the Company’s Knowledge, with or

without the passage of time or the giving of notice or both, would constitute noncompliance with, or a default under, any such policy

or entitle any insurer to terminate or cancel any such policy. Such policies will not in any way be affected by or terminate or lapse

by reason of the transactions contemplated by this Agreement or the Ancillary Agreements. The insurance policies to which the Company

Group is a party are of at least like character and amount as are carried by like businesses similarly situated and sufficient for compliance

with all requirements of all Material Contracts to which the Company Group is a party or by which the Company Group is bound. Since January

1, 2023, no member of the Company Group has been refused any insurance with respect to its assets or operations or had its coverage limited

by any insurance carrier to which it has applied for any such insurance or with which it has carried insurance. No member of the Company

Group has any self-insurance arrangements. No fidelity bonds, letters of credit, performance bonds or bid bonds have been issued to or

in respect of any member of the Company Group.

4.28 Related

Party Transactions. Except as set forth in Schedule 4.28 or as contemplated by this Agreement, no Affiliate of the Company

or any of its Subsidiaries, Company Shareholder, current or former director, manager, officer or employee of any Person in the Company

or any immediate family member or Affiliate of any of the foregoing (a) is a party to any Contract, or has otherwise entered into any

transaction, understanding or arrangement, with a member of the Company Group, (b) owns any asset, property or right, tangible or intangible,

which is used by a member of the Company Group, or (c) is a borrower or lender, as applicable, under any Indebtedness owed by or to a

member of the Company Group since January 1, 2023.

4.29 No

Trading or Short Position. None of the Company Group or any of their respective managers and officers, members and employees

has engaged in any short sale of Parent’s voting shares or any other type of hedging transaction involving Parent’s securities

(including, without limitation, depositing shares of Parent’s securities with a brokerage firm where such securities are made available

by the broker to other customers of the firm for purposes of hedging or short selling Parent’s securities).

4.30 Exchange

Act. No member of the Company Group is currently (nor has either previously been) subject to the requirements of Section 12

of the Exchange Act.

4.31 Top

Suppliers.

(a) Schedule

4.31(a) sets forth, as of the date of this Agreement, the top 10 vendors of the Company Group based on aggregate spend of such counterparty

(a “Top Supplier”), in each case, during the trailing 12 months for the period ending December 31, 2025.

(b) Except

as set forth in Schedule 4.31(b), none of the Top Suppliers has, as of the date of this Agreement, informed in writing any of the

Company or any of the Company’s Subsidiaries that it will, or, to the Knowledge of the Company, has threatened in writing to, terminate,

cancel or materially limit or materially and adversely modify any of its existing business with a member of the Company Group (other than

due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Suppliers is, as of

the date of this Agreement, otherwise involved in or threatening a material dispute against a member of the Company Group or their respective

businesses.

4.32 Titan.

(a) Legal

status and corporate power. Titan is a private limited company (Norwegian:aksjeselskap) duly organized and validly existing under

the laws of Norway, and has all requisite power and authority, corporate and otherwise, to own its assets and to conduct the Business

in the manner in which it is now being conducted. Neither Titan’s ownership of its assets nor the conduct of the Business violates

its articles of association or any other organizational documents. Titan is duly registered in all mandatory public registers in Norway,

including the Norwegian Register of Business Enterprises (Norwegian:Foretaksregisteret), and there are no circumstances relating to Titan

that pursuant to mandatory Norwegian law should have been, but are not, so registered. Titan has not issued any power of attorney or similar

authority to any Person which remains in force, authorizing such Person to represent and bind it, either in general or for any special

purposes, other than authorities given to its officers and directors in the normal course of their duties.

(b) No

conflict. Neither the execution of this Agreement, nor the consummation or performance of any of the transactions contemplated hereby

(including the Merger and the Post-Closing Restructuring), will conflict with, or trigger a right for any Governmental Authority to amend

or revoke, any Permit of Titan.

shares in Titan. The Company has full legal title and ownership to all of the issued and outstanding shares of Titan. Such shares

constitute 100% of all issued shares of Titan on a fully diluted basis, are validly issued, fully paid and free and clear of any Liens.

There is no agreement, conditional or unconditional, to create any Lien over any of the shares in Titan. There are no outstanding securities

of Titan convertible into or exchangeable for, or any options, warrants or other rights to acquire, shares in Titan, and Titan has no

outstanding obligations to repurchase or redeem any shares. No Person has claimed, or to the Knowledge of the Company has any basis to

claim, any right which conflicts with the representations and warranties set out in this Section 4.32(c).

(d) [Reserved].

(e) No

guarantees. Titan has not provided any guarantee or other security securing the obligations or liabilities of any Person (including

its Affiliates).

(f) Permits.

Except as set forth on Schedule 4.15, (i) Titan holds all Permits necessary to own, operate, use and maintain its assets and to

carry out or conduct the Business, including the exploration permits for the Billingen Project listed in Schedule 4.15, and (ii)

each such Permit is valid and in full force and effect. No consent, approval or filing with any Governmental Authority relating to Titan

is required to authorize this Agreement or to permit the consummation of the transactions contemplated hereby, other than as set forth

in Section 4.3 of this Agreement. Neither the execution of this Agreement, nor the consummation or performance of any of the transactions

contemplated hereby, will conflict with, or trigger a right for any Governmental Authority to amend or revoke, any Permit of Titan. Titan

has not received any written (or, to the Knowledge of the Company, oral) notice from any Governmental Authority regarding any material

violation of any Permit.

(g) Books

and records. All books and records of Titan, including constitutional and other corporate documentation such as shareholders’

registers, minutes from meetings of the board of directors and the general meeting, articles of association and annual reports, have been

maintained and kept in accordance with Norwegian law and are readily available in good order.

(h) Accounts.

The Titan Financial Statements have been prepared in accordance with Norwegian law, including Section 3-2(a) of the Norwegian Accounting

Act of 17 July 1998 no. 56 (Norwegian:regnskapsloven). The Titan Financial Statements give a true and fair view (Norwegian:rettvisende

bilde) of the assets, liabilities, results of operations and cash flow of Titan as at year-end of, and for, the accounting periods

to which they refer.

(i) Assets.

All assets reflected in the Titan Financial Statements as owned were at the Balance Sheet Date owned by Titan, free and clear of all Liens

other than Permitted Liens. Since the Balance Sheet Date, Titan has not disposed of any assets except in the ordinary course of business.

No steps have been taken to enforce any Lien over any assets of Titan and, to the Knowledge of the Company, no such enforcement is threatened

or expected.

(j) Transfer

of Titan. The transfer of Titan from ROPA to the Company is valid and completed and complied with (i) the Norwegian Private Limited

Companies Act (Norwegian: aksjeloven), including any consent or notification required under Titan’s articles of association, and

(ii) the laws of Gibraltar.

(k) Tax.

Except as set forth on Schedule 4.22, all material Tax obligations of Titan arising from any event or transaction occurring on

or prior to the Balance Sheet Date have been paid or adequately accrued or reserved for in the Titan Financial Statements. Titan is not

resident for Tax purposes in any country other than Norway, and has not in the last five (5) years had any taxable presence, branch or

permanent establishment in any other country.

(l) Insolvency.

Titan is capable of paying its debts as they fall due and is not insolvent, nor do there, to the Knowledge of the Company, exist any circumstances

which may cause Titan to become insolvent or incapable of paying its debts as they fall due. Titan is not subject to any legal proceedings

before any Governmental Authority with regard to claims for voluntary or involuntary dissolution, liquidation or bankruptcy, and no such

proceedings have been notified or, to the Knowledge of the Company, threatened.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Except as disclosed in the

Parent SEC Documents filed with or furnished to the SEC prior to the date of this Agreement (to the extent the qualifying nature of such

disclosure is reasonably apparent from the content of such Parent SEC Documents, but excluding any risk factor disclosures or other similar

cautionary or predictive statements therein), it being acknowledged that nothing disclosed in such Parent SEC Documents shall be deemed

to modify or qualify the representations and warranties set forth in Sections 5.1, 5.3 or 5.8, Parent and Merger

Sub (the “Parent Parties”) hereby represent and warrant to the Company that each of the following representations and

warranties are true, correct and complete as of the date of this Agreement and as of the Closing Date:

5.1 Corporate

Existence and Power. Each of Parent and Merger Sub is a company duly incorporated, validly existing and in good standing under

the Laws of the Cayman Islands. Merger Sub does not hold and has not held any material assets or incurred any material liabilities, and

has not carried on any business activities other than in connection with the Merger. Each of the Parent Parties has all requisite power

and authority, corporate and otherwise, to own and operate its properties and assets and to carry on its business as presently conducted.

5.2 Merger

Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby and activities incidental

thereto. Either Parent or a wholly owned (direct or indirect) Subsidiary of Parent owns beneficially and of record all of the issued share

capital of Merger Sub.

5.3 Corporate

Authorization. Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement

and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of

the Domestication and the Merger, subject to receipt of the applicable approvals described below. The execution and delivery by each of

the Parent Parties of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each of the Parent Parties

of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent

Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Ancillary Agreements

to which it is a party or to consummate the transactions contemplated by this Agreement or the Ancillary Agreements other than the applicable

shareholder approvals described below. This Agreement and the Ancillary Agreements to which such Parent Party is a party have been duly

executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto

and thereto (other than a Parent Party), this Agreement and the Ancillary Agreements to which such Parent Party is a party constitute

a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective

terms, subject to the Enforceability Exceptions. While Parent remains a Cayman Islands company: (i) the Domestication, together with any

amendment or adoption of constitutional documents required to effect it, shall be approved by the special resolution required by Articles

49.1 and 49.2 of the Parent Articles and section 60 of the Cayman Companies Act; (ii) Article 49.2 provides that only holders of Parent

Class B Ordinary Shares may vote on the continuation-out resolution; and (iii) the Business Combination Proposal and the other proposals

identified in Section 6.5(e) as ordinary matters shall be approved by an ordinary resolution under the Parent Articles, being a

simple majority of the members entitled to vote and voting. Unanimous written resolutions of Parent as the sole shareholder of Merger

Sub is the only approval required of Merger Sub’s sole shareholder necessary to adopt this Agreement and approve the Merger and

the consummation of the other transactions contemplated hereby.

5.4 Governmental

Authorization. Assuming the accuracy of the representations and warranties of the Company set forth in Section 4.3,

none of the execution, delivery or performance of this Agreement or any Ancillary Agreement by a Parent Party or the consummation by a

Parent Party of the transactions contemplated hereby and thereby requires any consent, approval, license or other action by or in respect

of, or registration, declaration or filing with any Governmental Authority except for (a) any SEC or Nasdaq filings and approval required

to consummate the transactions contemplated hereunder, (b) filing with the Secretary of State of the State of Delaware the Certificate

of Domestication with respect to the Domestication, together with the Parent Certificate of Incorporation, (c) filings required to be

made with the Cayman Registrar in connection with the Domestication, and (d) the filing of the Plan of Merger with the Cayman Registrar

pursuant to the Cayman Companies Act.

5.5 Non-Contravention.

The execution, delivery and performance by a Parent Party of this Agreement or the consummation by a Parent Party of the transactions

contemplated hereby and thereby do not and will not (a) contravene or conflict with the organizational or constitutive documents of the

Parent Parties, or (b) contravene or conflict with or constitute a violation of any provision of any Law or any Order binding upon the

Parent Parties.

5.6 Finders’

Fees. Except for the Persons identified on Schedule 5.6, there is no investment banker, broker, finder or other intermediary

which has been retained by or is authorized to act on behalf of the Parent Parties or their Affiliates who might be entitled to any fee

or commission from the Company or any of its Affiliates upon consummation of the transactions contemplated by this Agreement or any of

the Ancillary Agreements.

5.7 Issuance

of Shares. The Aggregate Merger Consideration, when issued in accordance with this Agreement, will be duly authorized and validly

issued, and will be fully paid and nonassessable, and each such share comprising the Aggregate Merger Consideration shall be issued free

and clear of preemptive rights and all Liens, other than transfer restrictions under applicable securities laws and the organizational

or constitutive documents of Parent. The Aggregate Merger Consideration shall be issued in compliance with all applicable securities Laws

and other applicable Laws and without contravention of any other person’s rights therein or with respect thereto.

5.8 Capitalization.

(a) The

authorized share capital of Parent is $55,500 divided into 500,000,000 Class A Ordinary Shares of a par value of $0.0001 per share, 50,000,000

Class B Ordinary Shares of a par value of $0.0001 per share and 5,000,000 preference shares of a par value of $0.0001 per share, of which

17,250,000 Class A Ordinary Shares, and 5,750,000 Class B Ordinary Shares, for a total of 23,000,000

Parent Ordinary Shares (inclusive of Parent Ordinary Shares included in any outstanding Parent Units), are

issued and outstanding as of the date hereof, and no preference shares are issued and outstanding. All issued and outstanding Parent

Securities are duly authorized, validly issued, fully paid and nonassessable and are not subject to, and were not issued in violation

of, any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the

Cayman Companies Act, the Parent Articles, other organizational documents of Parent or any contract to which Parent is a party or by which

Parent is bound. Except as set forth in the Parent Articles or other organizational documents of Parent, there are no outstanding contractual

obligations of Parent to repurchase, redeem or otherwise acquire any Parent Common Shares or any share capital of Parent (other than this

Agreement and the Ancillary Agreements). There are no outstanding contractual obligations of Parent to provide funds to, or make any investment

(in the form of a loan, capital contribution or otherwise) in, any other Person. All outstanding Parent Units, Parent Warrants and Parent

Common Shares have been issued in compliance with all applicable securities and other applicable Laws and were issued free and clear of

all Liens other than transfer restrictions under applicable securities Laws and the organizational or constitutional documents of Parent.

(b) Except

as set forth on Schedule 5.8(b), there are no (i) outstanding warrants, options, agreements, convertible securities, performance

units or other commitments or instruments pursuant to which the Parent is or may become obligated to issue or sell any of its Parent Common

Shares, Parent Units or other securities (other than this Agreement and the Ancillary Agreements), (ii) outstanding obligations of the

Parent to repurchase, redeem or otherwise acquire any shares of the Parent or any securities convertible into or exchangeable for any

shares of the Parent (other than pursuant to this Agreement and the Ancillary Agreements), (iii) treasury shares of the Parent, (iv) bonds,

debentures, notes or other Indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having

the right to vote) on any matters on which shareholders of the Parent may vote, are issued or outstanding, (v) preemptive or similar rights

to purchase or otherwise acquire shares or other securities of the Parent (including pursuant to any provision of Law, the Parent Articles

or any Contract to which the Parent is a party), (vi) Liens (including any right of first refusal, right of first offer, proxy, voting

trust, voting agreement or similar arrangement) with respect to the sale or voting of shares or securities of the Parent (whether outstanding

or issuable) or (vii) any share appreciation, phantom share or similar rights with respect to the Parent.

issued and outstanding ordinary shares of Merger Sub (“Merger Sub Ordinary Shares”) are duly authorized, validly issued,

fully paid and nonassessable and are not subject to, and were not issued in violation of, any purchase option, right of first refusal,

preemptive right, subscription right or any similar right under any provision of the Cayman Companies Act, Merger Sub’s memorandum

and articles of association or any contract to which Merger Sub is a party or by which Merger Sub is bound. There are no outstanding contractual

obligations of Merger Sub to repurchase, redeem or otherwise acquire any Merger Sub Ordinary Shares or any other equity capital of Merger

Sub. There are no outstanding contractual obligations of Merger Sub to provide funds to, or make any investment (in the form of a loan,

capital contribution or otherwise) in, any other Person.

5.9 Information

Supplied. None of the information supplied or to be supplied by the Parent Parties expressly for inclusion, or for mailing

with, the Registration Statement, Proxy Statement/Prospectus or other Offer Documents will, (a) when the Registration Statement is first

filed, (b) on the effective date of the Registration Statement, (c) on the date when the Proxy Statement/Prospectus is mailed to the Parent’s

shareholders and (d) at the time of the Parent Shareholder Meeting, as the case may be, contain any untrue statement of a material fact

or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the

circumstances under which they are made, not misleading (subject to the qualifications and limitations set forth in the materials provided

by Parent or included in the Parent SEC Documents, the Additional Parent SEC Documents, the Registration Statement or any Other Filing).

5.10 Trust

Fund. As of the date of this Agreement, Parent has approximately $181.6 million (including, if applicable, any Deferred Underwriting

Commissions being held in the Trust Account) in the trust account established by Parent for the benefit of its public shareholders (the

“Trust Account”) maintained by Lucky Lucko, Inc. d/b/a Efficiency (the “Trustee”) and held in trust

by the Trustee pursuant to the Investment Management Trust Agreement dated as of April 28, 2025, between Parent and the Trustee (the “Trust

Agreement”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms, except

as may be limited by the Enforceability Exceptions, and has not been amended or modified except as set forth in the Parent SEC Documents.

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 Parent SEC Documents to be inaccurate in any material respect or that would

entitle any Person (other than public shareholders of Parent holding Parent Ordinary Shares sold in Parent’s IPO who shall have

elected to redeem their Parent Ordinary Shares pursuant to the Parent Articles or the underwriters of the IPO) to any portion of the proceeds

in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the

Trust Agreement and the Parent Articles. Parent 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 no event has occurred which, with due notice or lapse of time or both, would reasonably be expected to constitute such a material

default thereunder. There are no claims or proceedings pending with respect to the Trust Account. Since April 30, 2025, Parent has not

released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, (i) the obligations

of Parent to dissolve or liquidate pursuant to the Parent Articles shall terminate, and (ii) Parent shall have no obligation whatsoever

pursuant to the Parent Articles to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated

by this Agreement. Following the Effective Time, no shareholder of Parent shall be entitled to receive any amount from the Trust Account

except to the extent a Parent’s public shareholder shall have elected to tender its Parent Ordinary Shares for redemption pursuant

to the Parent Articles.

5.11 Listing.

The issued and outstanding Parent Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq

under the symbol “DAAQU”. The issued and outstanding Parent Ordinary Shares are registered pursuant to Section 12(b)

of the Exchange Act and are listed for trading on Nasdaq under the symbol “DAAQ”. The issued and outstanding Parent Warrants

are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “DAAQW”.

Since its initial public offering, Parent has complied in all material respects with all applicable listing and corporate governance rules

and regulations of Nasdaq. As of the date of this Agreement, there is no Action or proceeding pending or, to the Knowledge of Parent,

threatened against Parent by the Nasdaq or the SEC with respect to any intention by such entity to deregister the Parent Units, the Parent

Ordinary Shares, or the Parent Warrants or prohibit or terminate the listing of the Parent Units, the Parent Ordinary Shares, or the Parent

Warrants on Nasdaq or prohibit the transfer of the listing to an Alternate Exchange. None of Parent, Merger Sub or their respective Affiliates

has taken any action in an attempt to terminate the registration of the Parent Units, the Parent Ordinary Shares, or the Parent Warrants

under the Exchange Act except as contemplated by this Agreement.

5.12 Board

Approval.

(a) Parent’s

Board of Directors (including any required committee or subgroup of such board) has unanimously (i) declared the advisability of the transactions

contemplated by this Agreement, (ii) determined that the transactions contemplated hereby are in the best interests of the shareholders

of Parent and (iii) determined that the transactions contemplated hereby constitutes a “Business Combination” as such term

is defined in the Parent Articles and (iv) recommended to the Parent’s shareholders to adopt and approve each of the Parent Proposals

(“Parent Board Recommendation”).

(b) Merger

Sub’s Board of Directors has unanimously (i) declared the advisability of the transactions contemplated by this Agreement and (ii)

determined that the transactions contemplated hereby are in the best interests of its sole shareholder.

5.13 Parent

SEC Documents and Financial Statements.

(a) Parent

has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished

by Parent with the SEC since Parent’s formation under the Exchange Act or the Securities Act, together with any amendments, restatements

or supplements thereto, and will use commercially reasonable efforts to file all such forms, reports, schedules, statements and other

documents required to be filed subsequent to the date of this Agreement (the “Additional Parent SEC Documents”). Parent

has made available to the Company copies in the form filed with the SEC of all of the following, except to the extent available in full

without redaction on the SEC’s website through EDGAR for at least two Business Days prior to the date of this Agreement: (i) Parent’s

Annual Reports on Form 10-K for each fiscal year of Parent beginning with the first year that Parent was required to file such a form,

(ii) all proxy statements relating to Parent’s meetings of shareholders (whether annual or special) held, and all information statements

relating to shareholder consents, since the beginning of the first fiscal year referred to in clause (i) above, (iii) its Form 8-Ks filed

since the beginning of the first fiscal year referred to in clause (i) above, and (iv) all other forms, reports, registration statements

and other documents (other than preliminary materials if the corresponding definitive materials have been provided to the Company pursuant

to this Section 5.13) filed by Parent with the SEC since Parent’s formation (the forms, reports, registration statements

and other documents referred to in clauses (i) through (iv) above, whether or not available through EDGAR, collectively, as they have

been amended, revised or superseded by a later filing, the “Parent SEC Documents”).

(b) Parent

SEC Documents were, and the Additional Parent SEC Documents will be, prepared in all material respects in accordance with the requirements

of the Securities Act, the Exchange Act, and the Sarbanes-Oxley Act, as the case may be, and the rules and regulations thereunder. Parent

SEC Documents did not, and the Additional Parent SEC Documents will not, at the time they were or are filed, as the case may be, with

the SEC (except to the extent that information contained in any Parent SEC Document or Additional Parent SEC Document has been or is amended,

revised or superseded by a later filed Parent SEC Document or Additional Parent SEC Document, then on the date of such filing) contain

any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the

statements made therein, in the light of the circumstances under which they were made, not misleading; provided, however,

that the foregoing does not apply to statements in or omissions in any information supplied or to be supplied by the Company expressly

for inclusion in the Registration Statement or Other Filing.

used in this Section 5.13, the term “file” shall be broadly construed to include any manner in which a document or

information is furnished, supplied or otherwise made available to the SEC.

(d) Except

as not required in reliance on exemptions from various reporting requirements by virtue of Parent’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) Parent 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 Parent’s financial reporting and the preparation of Parent’s

financial statements for external purposes in accordance with U.S. GAAP and (ii) Parent 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 Parent is made known to Parent’s principal executive officer and principal financial officer by

others within Parent. Parent maintains and, for all periods covered by the Parent Financial Statements, has maintained Books and Records

of Parent in the ordinary course of business in accordance with U.S. GAAP in all material respects and other applicable legal and accounting

requirements.

(e) Parent

has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(f) The

Parent SEC Documents contain true and complete copies of the applicable Parent Financial Statements. Except as disclosed in the Parent

SEC Documents, the Parent Financial Statements (i) fairly present in all material respects the financial position of Parent 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 material) and the absence of footnotes), (ii) were prepared in conformity with U.S. GAAP applied on a consistent basis during

the periods involved (subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none

of which is material) and the absence of footnotes), (iii) in the case of the audited Parent 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).

(g) Except

as disclosed in the Parent SEC Documents, Parent 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 Parent to Parent’s Knowledge,

(ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s Knowledge or

(iii) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal

controls over financial reporting of Parent.

5.14 Certain

Business Practices.

(a) The

Parent currently is and has at all times been, in compliance in all material respects with all applicable (i) Anti-Corruption Laws, (ii)

Sanctions Laws, (iii) Export Control Laws, (iv) Anti-Money Laundering Laws, (v) anti-boycott regulations, as administered by the U.S.

Department of Commerce, and (vi) International Trade Control Laws.

(b) Neither

the Parent nor, to the Knowledge of the Parent, any Representative of the Parent (acting on behalf of the Parent), is or is acting under

the direction of, on behalf of or for the benefit of a Person that is, (i) a Prohibited Party; (ii) the target of any Sanctions Laws;

(iii) located, organized or resident in a country or territory that is, or whose government is, the target of comprehensive trade sanctions

under Sanctions Laws, including, as of the date of this Agreement, Cuba, Iran, North Korea, Russia, Sudan and Syria; or (iv) an officer

or employee of any Governmental Authority or public international organization, or officer of a political party or candidate for political

office. Neither the Parent nor, to the Knowledge of the Parent, any Representative of the Parent (acting on behalf of the Parent), (A)

has participated in any transaction involving a Prohibited Party, or a Person who is the target of any Sanctions Laws, 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 trade sanctions

under Sanctions Laws, (B) to the Knowledge of the Parent, has exported (including deemed exportation) or re-exported, directly or indirectly,

any commodity, software, technology, or services in violation of any applicable 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 applicable International Trade Control Laws, including

support for international terrorism and nuclear, chemical, or biological weapons proliferation.

Parent has not received written notice of, nor, to the Knowledge of the Parent, any of its Representatives is or has been the subject

of, any investigation, inquiry or enforcement proceedings by any Governmental Authority regarding any offense or alleged offense under

Anti-Corruption Laws, Sanctions Laws, Anti-Money Laundering Laws, Export Control Laws or International Trade Control Laws (including by

virtue of having made any disclosure relating to any offense or alleged offense) and, to the Knowledge of the Parent, there are no circumstances

likely to give rise to any such investigation, inquiry or proceeding.

5.15 [Reserved].

5.16 Affiliate

Transactions. Except as described in Parent SEC Documents, there are no transactions, agreements, arrangements or understandings

between Parent or any of its Subsidiaries, on the one hand, and any director, officer, employee, shareholder, rights holder or Affiliate

of Parent or any of its Subsidiaries, on the other hand.

5.17 Litigation.

There is no (a) Action pending or, to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries or that affects its

or their assets or properties, or (b) Order outstanding against Parent or any of its Subsidiaries or that affects its or their assets

or properties. Neither Parent nor any of its Subsidiaries is party to a settlement or similar agreement regarding any of the matters set

forth in the preceding sentence that contains any ongoing obligations, restrictions or liabilities (of any nature) that are material to

Parent and its Subsidiaries.

5.18 Expenses,

Indebtedness and Other Liabilities. Except as set forth in Parent SEC Documents, Parent does not have any Indebtedness or other

liabilities.

5.19 Brokers

and Other Advisors. Except as set forth on Schedule 5.19, no broker, investment banker, financial advisor or other Person

is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the

transactions contemplated hereby based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons,

if any, whose fees and expenses shall be paid by Parent.

5.20 Taxes.

(a) Parent

has duly and timely filed all income and other material Tax Returns which are required to be filed by it, and has paid all material Taxes

(whether or not shown on such Tax Returns) which have become due and all such Tax Returns are true, correct and complete and accurate

in all material respects.

(b) There

is no Action, assessment, deficiency or proposed adjustment with respect to a material amount of Taxes that has been asserted or assessed,

or that is pending or proposed in writing, by any Governmental Authority against Parent that remains unresolved or unpaid.

statute of limitations in respect of the assessment or collection of any Taxes of Parent has been waived or extended (other than pursuant

to extensions of time to file Tax Returns obtained in the ordinary course of business), which waiver or extension is in effect.

(d) Parent

has duly withheld or collected and paid over to the applicable Taxing Authority in a timely manner all material Taxes required to be withheld

or collected by Parent in connection with any amounts paid or owing to any employee, creditor, independent contractor or other third party

and has otherwise complied in all material respects with all applicable withholding and related reporting requirements with respect to

such Taxes.

(e) Parent

has not requested any letter ruling, technical advice, a change of any method of accounting, or any similar request that is in progress

or pending with any Governmental Authority with respect to any Taxes.

(f) There

is no Lien (other than liens for Taxes (i) not yet due and delinquent or (ii) which are being contested in good faith by appropriate proceedings

(and for which adequate accruals or reserves have been established on the Parent Financial Statements in accordance with U.S. GAAP)) for

Taxes upon any of the assets of Parent.

(g) Parent

has not received any written request from a Taxing Authority in a jurisdiction where Parent has not paid any Tax or filed Tax Returns

asserting that Parent is or may be subject to Tax in such jurisdiction.

(h) Parent

is and has been treated as a C corporation for U.S. federal, state and local income tax purposes since the date of its formation.

(i) Parent

has not knowingly taken or agreed to take any action (or failed to take any action), that would reasonably be expected to prevent or impede

the Domestication from qualifying for the Domestication Intended Tax Treatment.

ARTICLE VI

COVENANTS OF THE PARTIES PENDING CLOSING

6.1 Conduct

of the Business. Each of the Company and Parent covenants and agrees that:

(a) Except

as expressly contemplated by this Agreement (including the PIPE Financing) or the Ancillary Agreements, or as set forth on Schedule

6.1(a), from the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms

(the “Interim Period”), each party shall conduct its business only in the ordinary course (including the payment of

accounts payable and the collection of accounts receivable) and use its commercially reasonable efforts to preserve intact its business

and assets. Without limiting the generality of the foregoing, and except as expressly contemplated by this Agreement (including the PIPE

Financing) or the Ancillary Agreements, or as set forth on Schedule 6.1(a), or as required by applicable Law, from the date hereof

until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, without the other party’s

prior written consent (which shall not be unreasonably conditioned, withheld or delayed), neither the Company, Parent, nor any of their

Subsidiaries, shall be permitted to:

(i) amend,

modify or supplement its certificate of incorporation or bylaws, memorandum and articles of association or other organizational or governing

documents except as contemplated hereby or any Extension Period, or engage in any reorganization, reclassification, liquidation, dissolution

or similar transaction;

(ii) amend,

waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way or relinquish any material

right under, any (A) in the case of the Company Group, any Material Contract or Lease or (B) in the case of Parent, material contract,

agreement, lease, license or other right or asset of Parent, as applicable;

(iii) other

than in the ordinary course of business consistent with past practice, modify, amend or enter into any contract, agreement, lease, license

or commitment that extends for a term of one year or more or obligates the payment by any member of the Company Group or Parent, as applicable,

of more than $1,000,000 (individually or in the aggregate);

(iv) other

than in the ordinary course of business consistent with past practice, make any capital expenditures in excess of $250,000 (individually

or in the aggregate);

(v) sell,

lease, license or otherwise dispose of any of the Company Group’s or Parent’s, as applicable, material assets, except pursuant

to existing contracts or commitments disclosed herein or in the ordinary course of business consistent with past practices;

(vi) solely

in the case of the Company Group, (i) transfer, sell, assign, lease, license, sublicense, covenant not to assert, subject to a Lien (other

than a Permitted Lien), abandon, allow to lapse, or otherwise dispose of any right, title or interest of the Company or its Subsidiaries

in material Owned Intellectual Property (other than non-exclusive licenses of Owned Intellectual Property granted to customers, end users,

or service providers granted in the ordinary course of business); (ii) disclose any Trade Secrets to any third party (other than pursuant

to a written confidentiality agreement entered into in the ordinary course of business that contains reasonable protections therefor);

or (iii) subject any source code for any Company Software to any Copyleft Licenses;

(vii) (A)

pay, declare or promise to pay any dividends, distributions or other amounts with respect to its issued share capital, capital stock or

other equity securities; (B) pay, declare or promise to pay any other amount to any shareholder or other equityholder in its capacity

as such; and (C) except as contemplated hereby or by any Ancillary Agreement, amend any term, right or obligation with respect to any

shares or other equity securities;

(viii) (A)

make any loan, advance or capital contribution to any Person; (B) incur any Indebtedness including drawings under the lines of credit,

in the case of the Company Group, if, after giving effect thereto, the aggregate Indebtedness of the Company Group would exceed $500,000,

other than (1) loans evidenced by promissory notes made to Parent as working capital advances as described in the Prospectus and (2) intercompany

Indebtedness; or (C) repay or satisfy any Indebtedness, other than the repayment of Indebtedness in accordance with the terms thereof;

(ix) suffer

or incur any Lien, except for Permitted Liens, on the Company’s or its Subsidiaries or Parent’s, as applicable, assets;

(x) delay,

accelerate or cancel, or waive any material right with respect to, any receivables or Indebtedness owed to a member of the Company Group

or write off or make reserves against the same (other than in the ordinary course of business consistent with past practice or as otherwise

required by U.S. GAAP);

(xi) merge

or consolidate or enter a similar transaction with, or acquire all or substantially all of the assets or business of, any other Person;

make any material investment in any Person; or be acquired by any other Person;

(xii) terminate

or allow to lapse any insurance policy protecting any of the Company Group’s or Parent’s, as applicable, assets, unless simultaneously

with such termination or lapse, a replacement policy underwritten by an insurance company of nationally recognized standing having comparable

deductions and providing coverage equal to or greater than the coverage under the terminated or lapsed policy for substantially similar

premiums or less is in full force and effect;

(xiii) waive,

release, institute, compromise, settle or agree to settle any legal proceeding or any Action before any Governmental Authority, in each

case, where such waiver, release, institution, compromise or settlement is in excess of $500,000 (exclusive of any amounts covered by

insurance) or that imposes injunctive or other non-monetary relief on such party;

(xiv) except

as required by U.S. GAAP or to convert any financial statements into U.S. GAAP, make any material change in its accounting principles,

methods or practices or write down the value of its assets;

(xv) except

in connection with the exercise of rights under securities set forth on Schedule 4.5(a), issue, redeem or repurchase any shares,

membership interests or other securities, or issue any securities exchangeable for or convertible into any shares or other securities,

amend, modify or waive any of the material terms or rights set forth in any Parent Warrant or the Warrant Agreement, other than any redemption

by Parent of Parent Ordinary Shares and Parent Units held by its public shareholders pursuant to the Parent Articles or as otherwise contemplated

herein or in any Ancillary Agreement;

(xvi) except

as otherwise required in connection with the Domestication Intended Tax Treatment, (A) make, change or revoke any election in respect

of material Taxes; (B) amend, modify or otherwise change any filed Tax Return in respect of material Taxes, (C) adopt or request

permission of any Taxing Authority to change any accounting method in respect of material Taxes, (D) settle or compromise any claim, notice,

audit report, Action, suit, litigation, legal proceeding, arbitration, investigation, controversy, or assessment relating to Taxes; (E)

enter into any Tax allocation, Tax sharing, Tax indemnity, private letter ruling closing agreement, or other binding written agreement

relating to Taxes, other than commercial agreements entered into in the ordinary course of business the primary purpose of which is not

Taxes; (F) surrender or forfeit any right to claim a Tax refund, (G) consent to any extension or waiver of the limitation period applicable

to any claim or assessment relating to Taxes or relating to any Tax attribute that would give rise to any claim or assessment of Taxes,

(H) incur any material liability for Taxes other than in the ordinary course of business, (I) prepare any Tax Return in a manner materially

inconsistent with past practice, or (J) grant any power of attorney relating to any Tax matter;

(xvii) enter

into any transaction with or distribute or advance any material assets or property to any of its Affiliates, other than the payment of

salary and benefits in the ordinary course;

(xviii) solely

in the case of the Company Group, hire or engage any employee or consultant who will receive annual base compensation in excess of US$500,000

or waive any restrictive covenants with respect to any Company Group employee or service provider;

(xix) solely

in the case of the Parent Parties, other than as required by Law or by the terms of a Plan (A) increase the compensation, bonus, pension,

welfare, fringe or other benefits, severance or termination pay of any of any employee of a member of the Parent Parties, (B) accelerate

the vesting or payment of any compensation or benefits of any employee or service provider of Parent, (C) enter into, amend, terminate,

amend the actuarial assumptions used in respect of, any Plan (or any plan, program, agreement or arrangement that would be a Plan if in

effect on the date hereof) or grant, amend or terminate any awards thereunder, (D) make or forgive any loan to any present or former employee,

director, officer, or contractor or other individual service provider of the Parent Parties, (E) enter into, amend or terminate any collective

bargaining agreement or other agreement with a labor union or labor organization, (F) adopt any severance or retention plan, (G) cause

the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation

or benefits under any Plan, (H) hire or engage any new employee or consultant; or (I) waive any restrictive covenants with respect to

any Parent employee or service provider;

(xx) fail

to duly observe and conform to any applicable Laws and Orders;

(xxi) solely

in the case of the Company Group, (A) limit the right of the Company or any of the Company’s Subsidiaries to engage in any line

of business or in any geographic area, to develop, market or sell products or services, or to compete with any Person or (B) grant any

exclusive or similar rights to any Person, in each case, except where such limitation or grant does not, and would not be reasonably likely

to, individually or in the aggregate, materially and adversely affect, or materially disrupt, the ordinary course operation of the businesses

of the Company Group, taken as a whole; or

(xxii) agree

or commit to do any of the foregoing.

(b) During

the Interim Period, Titan shall take all actions necessary or required under applicable Law to maintain the exploration permits listed

on Schedule 4.15.

party shall (i) take or agree to take any action that would be reasonably likely to cause any representation or warranty of such party

to be inaccurate or misleading in any respect at, or as of any time prior to, the Closing Date or (ii) omit to take, or agree to omit

to take, any action necessary to prevent any such representation or warranty from being inaccurate or misleading in any respect at any

such time.

(d) Nothing

in this Agreement is intended to give Parent or Merger Sub, directly or indirectly, the right to control or direct the Company’s

operations prior to the Closing Date, and nothing in this Agreement is intended to give the Company, directly or indirectly, the right

to control or direct Parent’s or its Subsidiaries’ operations prior to the Closing Date. Prior to the Closing Date, each of

the Company, Parent and Merger Sub shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision

over its and its Subsidiaries’ respective operations.

6.2 Exclusivity.

(a) During

the Interim Period, no member of the Company Group, on the one hand, nor Parent, on the other hand, shall, and such Persons shall cause

their respective Representatives not to, without the prior written consent of the other party (which consent may be withheld in the sole

and absolute discretion of the party asked to provide consent), directly or indirectly, (i) encourage, solicit, initiate, engage or participate

in negotiations with any Person concerning any Alternative Transaction, (ii) take any other action intended or designed to facilitate

the efforts of any Person relating to a possible Alternative Transaction, (iii) approve, recommend or enter into any Alternative Transaction

or any contract or agreement related to any Alternative Transaction or (iv) otherwise cooperate in any way with, or assist or participate

in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. Immediately following

the execution of this Agreement, the Company, on the one hand, and Parent, on the other hand, shall, and shall cause each of their Representatives,

to cease and terminate any discussion or negotiations that may be ongoing with any Persons other than the Company or Parent, as applicable,

concerning any Alternative Transaction. Each of the Company and Parent shall be responsible for any acts or omissions of any of its respective

Representatives that, if they were the acts or omissions of the Company or Parent, as applicable, would be deemed a breach of such party’s

obligations hereunder (it being understood that such responsibility shall be in addition to and not by way of limitation of any right

or remedy the Company or Parent, as applicable, may have against such Representatives with respect to any such acts or omissions). For

purposes of this Agreement, except as disclosed on Schedule 6.2(a), the term “Alternative Transaction” means

any of the following transactions involving the Company or the Company’s Subsidiaries or Parent or Parent’s Subsidiaries (other

than the transactions contemplated by this Agreement or the Ancillary Agreements): (A) any merger, consolidation, share exchange, business

combination or other similar transaction, (B) any sale, lease, exchange, transfer or other disposition of all or a material portion of

the assets of such Person (other than sales of inventory in the ordinary course of business) or any shares or other equity interests of

the Company, Parent, or its Subsidiaries in a single transaction or series of transactions, (C) with respect to Parent, any other business

combination or (D) with respect to the Company Group, any public offering of any equity securities of the Company, any of its Subsidiaries,

or a newly formed holding company of the Company or such Subsidiaries.

(b) In

the event that there is a proposal for, or an indication of interest in entering into, an Alternative Transaction, communicated in writing

to the Company or Parent or any of their respective Representatives (each, an “Alternative Proposal”), such party shall

as promptly as practicable (and in any event within one Business Day after receipt thereof) advise the other parties to this Agreement,

orally and in writing, of such Alternative Proposal and the material terms and conditions thereof (including any changes thereto) and

the identity of the Person making any such Alternative Proposal. The Company and Parent shall keep each other informed on a reasonably

current basis of material developments with respect to any such Alternative Proposal. As used herein with respect to Parent, the term

“Alternative Proposal” shall not include the receipt by Parent of any unsolicited communications (including the receipt of

draft non-disclosure agreements) in the ordinary course of business inquiring as to Parent’s interest in a potential target for

a business combination; provided, however, that Parent shall inform the person initiating such communication of the

existence of this Agreement.

6.3 Access

to Information. During the Interim Period, the Company and Parent shall each, use its commercially reasonable efforts to, (a)

continue to give the other party, its legal counsel and its other Representatives full access to the offices, properties and Books and

Records, (b) furnish to the other party, its legal counsel and its other Representatives such information relating to the business of

the Company or Parent as such Persons may request and (c) cause its employees, legal counsel, accountants and other Representatives to

cooperate with the other party in its investigation of the Business (in the case of the Company) or the business of Parent (in the case

of Parent); provided that no investigation pursuant to this Section 6.3 (or any investigation made prior to the date

hereof) shall affect any representation or warranty given by the Company or Parent; and provided, further,

that any investigation pursuant to this Section 6.3 shall be conducted in such manner as not to interfere unreasonably with the

conduct of the Business of the Company. Notwithstanding anything to the contrary expressed or implied in this Agreement, neither party

shall be required to provide the access described above or disclose any information to the other party if doing so is, in such party’s

reasonable judgement, reasonably likely to (i) result in a waiver of attorney-client privilege, work product doctrine or similar privilege

or (ii) violate any contract to which it is a party or to which it is subject or any applicable Law.

6.4 Notices

of Certain Events. During the Interim Period, each of Parent and the Company shall promptly notify the other party of:

(a) any

notice from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the

transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other

rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent, post-Closing) to any

such Person or create any Lien on any of the Company’s or Parent’s assets;

(b) any

notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the

Ancillary Agreements;

Actions commenced or threatened against, relating to or involving or otherwise affecting either party or any of their shareholders or

their equity, assets or business or that relate to the consummation of the transactions contemplated by this Agreement or the Ancillary

Agreements;

(d) any

written notice from Nasdaq with respect to the listing of the securities of Parent;

(e) the

occurrence of any fact or circumstance which constitutes or results, or would reasonably be expected to constitute or result in a Material

Adverse Effect; and

(f) any

inaccuracy of any representation or warranty of such party contained in this Agreement at any time during the term hereof, or any failure

of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would

reasonably be expected to cause any of the conditions set forth in ARTICLE IX not to be satisfied.

6.5 Registration

Statement/Proxy Statement; Other Filings.

(a) As

promptly as practicable after the execution of this Agreement, Parent and the Company shall jointly prepare and file with the SEC, and

with all other applicable regulatory bodies, mutually acceptable proxy materials for the purpose of soliciting proxies from holders of

Parent Ordinary Shares sufficient to obtain the approval of the Parent Proposals at a meeting of holders of Parent Ordinary Shares to

be called and held for such purpose (the “Parent Shareholder Meeting”). Such proxy materials shall be in the form of

a proxy statement (the “Proxy Statement”), which shall be included in a Registration Statement on Form S-4, or other

appropriate form, including any pre-effective or post-effective amendments or supplements thereto (the “Registration Statement”),

filed by Parent with the SEC, which shall also include a prospectus (such prospectus, together with the Proxy Statement and any amendments

or supplements thereto, the “Proxy Statement/Prospectus”) pursuant to which the securities of Parent issuable in the

Domestication and Merger shall be registered. Parent shall promptly respond to any SEC comments on the Registration Statement.  Parent

also agrees to use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required

to carry out the transactions contemplated hereby, and the Company shall furnish all information concerning the Company Group and any

of its respective members or shareholders as may be reasonably requested in connection with any such action. Each of Parent and the Company

agrees, as promptly as reasonably practicable, to furnish to the other party all information concerning itself, its Subsidiaries, officers,

directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary

or advisable or as may be reasonably requested in connection with the preparation of the Registration Statement, the Proxy Statement/Prospectus,

a Current Report on Form 8-K pursuant to the Exchange Act in connection with the signing of this Agreement and the Ancillary Agreements,

a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Closing of the transactions contemplated by this Agreement,

or any other statement, filing, notice or application made by or on behalf of Parent, the Company or their respective Subsidiaries to

any regulatory authority (including Nasdaq) in connection with the Merger and the other transactions contemplated hereby (the “Offer

Documents”).

(b) Parent

(i) shall permit the Company and its counsel to review and comment on the Registration Statement and Proxy Statement/Prospectus and any

exhibits, amendments or supplements thereto (or other related documents); (ii) shall consider any such comments reasonably and in good

faith; and (iii) shall not file the Registration Statement and Proxy Statement/Prospectus or any exhibit, amendment or supplement thereto

without giving reasonable and good faith consideration to the comments of the Company. As promptly as practicable after receipt thereof,

Parent shall provide to the Company and its counsel notice and a copy of all correspondence (or, to the extent such correspondence is

oral, a summary thereof), including any comments from the SEC or its staff, between Parent or any of its Representatives, on the one hand,

and the SEC or its staff or other government officials, on the other hand, with respect to the Registration Statement and Proxy Statement/Prospectus,

and, in each case, shall consult with the Company and its counsel concerning any such correspondence. Parent shall not file any response

letters to any comments from the SEC without consulting reasonably and in good faith with the Company. Parent will use its reasonable

efforts to permit the Company’s counsel to participate in any calls, meetings or other communications with the SEC or its staff.

Parent will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement and Proxy Statement/Prospectus

or any amendment or supplement thereto has been filed with the SEC and the time when the Registration Statement is declared effective

or any stop order relating to the Registration Statement is issued.

soon as practicable following the date on which the Registration Statement is declared effective by the SEC, Parent shall distribute the

Proxy Statement/Prospectus to the holders of Parent Ordinary Shares and, pursuant thereto, shall call the Parent Shareholder Meeting in

accordance with the Parent Articles, the applicable Nasdaq rules and the applicable Laws of the Cayman Islands and, subject to the other

provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of

the transactions contemplated hereby and the other proposals presented to the holders of Parent Ordinary Shares for approval or adoption

at the Parent Shareholder Meeting.

(d) Parent

shall comply with all applicable provisions of and rules under the Securities Act and Exchange Act, the applicable Nasdaq rules and all

applicable Laws of the Cayman Islands and the State of Delaware, in the preparation, filing and distribution of the Registration Statement

and the Proxy Statement/Prospectus (or any amendment or supplement thereto), as applicable, the solicitation of proxies under the Proxy

Statement/Prospectus and the calling and holding of the Parent Shareholder Meeting. Without limiting the foregoing, Parent shall ensure

that each of the Registration Statement, as of the effective date of the Registration Statement, and the Proxy Statement/Prospectus, as

of the date on which it is first distributed to the holders of Parent Ordinary Shares, and as of the date of the Parent Shareholder Meeting,

does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made,

in light of the circumstances under which they were made, not misleading (provided, that Parent shall not be responsible for the

accuracy or completeness of any information relating to the Company (or any other information) that is furnished by the Company expressly

for inclusion in the Proxy Statement/Prospectus). The Company represents and warrants that the information relating to the Company supplied

by the Company for inclusion in the Registration Statement or the Proxy Statement/Prospectus, as applicable, will not as of the effective

date of the Registration Statement and the date on which the Proxy Statement/Prospectus (or any amendment or supplement thereto) is first

distributed to the holders of Parent Ordinary Shares or at the time of the Parent Shareholder Meeting does not contain any untrue statement

of a material fact or omit to state a material fact necessary in order to make the statements made in light of the circumstances under

which they were made, not misleading. If at any time prior to the Effective Time, a change in the information relating to Parent or the

Company or any other information furnished by Parent, Merger Sub or the Company for inclusion in the Registration Statement or the Proxy

Statement/Prospectus, which would make the preceding two sentences incorrect, should be discovered by Parent, Merger Sub or the Company,

as applicable, such party shall promptly notify the other parties of such change or discovery and an appropriate amendment or supplement

describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the holders of Parent

Ordinary Shares. In connection therewith, Parent, Merger Sub and the Company shall instruct their respective employees, counsel, financial

advisors, auditors and other authorized representatives to reasonably cooperate with Parent as relevant if required to achieve the foregoing.

(e) In

accordance with the Parent Articles and applicable securities laws, rules and regulations, including the Cayman Companies Act and rules

and regulations of Nasdaq, in the Proxy Statement/Prospectus, Parent shall seek from the holders of Parent Ordinary Shares the approval

of the following resolutions: (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the

Merger) (the “Business Combination Proposal”); (ii) the adoption and approval of the Domestication (the “Domestication

Proposal”); (iii) the approval of the amendment and restatement of the Parent Articles upon the Domestication, contemplated

by the Parent Certificate of Incorporation and the Parent Bylaws in the forms attached as Exhibits A and B (respectively)

to this Agreement (with such changes as may be agreed in writing by Parent and the Company, including a change of Parent’s name

to “Renaissance Nuclear, Inc.”) (as may be subsequently amended by mutual written agreement of Parent and the Company at any

time before the effectiveness of the Registration Statement), including any separate or unbundled advisory proposals as are required to

implement the foregoing (the “Governing Document Proposals”); (iv) the approval of the issuance of Parent Common Shares

in connection with the Domestication and the Merger under applicable exchange listing rules (the “Issuance Proposal”);

(v) the adoption and approval of the Parent Equity Incentive Plan (the “LTIP Proposal”); (vi) the approval of the appointment

of Parent’s post-Closing Board of Directors (the “Board Proposal”); (vii) the approval of any and all other approvals

necessary or advisable to effect the consummation of the transactions contemplated herein, including to the extent required, an extension

to the deadline set out in the Parent Articles for consummating a Business Combination (as defined therein), as reasonably determined

by the Company and Parent; and (viii) approval to adjourn the Parent Shareholder Meeting, if necessary, to permit further solicitation

of proxies because there are not sufficient votes to approve and adopt any of the foregoing, or otherwise if additional time is needed

to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (the “Adjournment Proposal”)

(the proposals set forth in the foregoing clauses (i) through (viii) collectively, the “Parent Proposals”).

(f) Parent,

with the assistance of the Company, shall use its reasonable best efforts to cause the Registration Statement to “clear” comments

from the SEC and the Registration Statement to become effective as promptly as reasonably practicable thereafter. As soon as practicable

after the Registration Statement is “cleared” by the SEC, Parent shall cause the Proxy Statement/Prospectus, together with

all other Offer Documents, to be disseminated to holders of Parent Ordinary Shares. The Offer Documents shall provide the public shareholders

of Parent with the opportunity to redeem all or a portion of their Parent Ordinary Shares at a price per share equal to the pro rata share

of the funds in the Trust Account, all in accordance with and as required by the Parent Articles, the Trust Agreement, applicable Law

and any applicable rules and regulations of the SEC. In accordance with the Parent Articles, the proceeds held in the Trust Account will

first be used for the redemption of the Parent Ordinary Shares held by Parent’s public shareholders who have validly elected to

redeem such shares.

(g) Parent

shall call and hold the Parent Shareholder Meeting as promptly as practicable after the effective date of the Registration Statement for

the purpose of seeking the approval of each of the Parent Proposals in accordance with the Parent Articles, and Parent shall consult in

good faith with the Company with respect to the date on which such meeting is to be held. Parent shall use reasonable best efforts to

solicit from its shareholders proxies in favor of the approval and adoption of the Parent Proposals. Parent may adjourn or postpone the

Parent Shareholder Meeting in accordance with the Parent Articles, including Article 23.9, to permit further solicitation of proxies,

address quorum or notice issues, allow additional time for required filings or resolve redemption or other closing matters. Except as

otherwise required by applicable Law, including in respect of the duties of the directors of Parent in accordance with the Laws of the

Cayman Islands, Parent’s Board of Directors shall recommend that the holders of Parent Ordinary Shares vote in favor of the Parent

Proposals.

(h) The

Company acknowledges that a substantial portion of the Proxy Statement/ Prospectus shall include disclosure regarding the Company and

its management, operations and financial condition. Accordingly, the Company agrees to as promptly as reasonably practical provide Parent

with such information as shall be reasonably requested by Parent for inclusion in or attachment to the Proxy Statement/ Prospectus, and

that such information is accurate in all material respects and complies as to form in all material respects with the requirements of the

Exchange Act and the rules and regulations promulgated thereunder. The Company understands that such information shall be included in

the Proxy Statement/ Prospectus or responses to comments from the SEC or its staff in connection therewith. In connection with the preparation

and filing of the Registration Statement and any amendments thereto, the Company shall reasonably cooperate with the Parent and shall

make their directors, officers and appropriate senior employees reasonably available to Parent and its counsel in connection with the

drafting of such filings and mailings and responding in a timely manner to comments from the SEC.

(i) Except

as otherwise required by applicable Law, including in respect of the duties of the directors of Parent in accordance with the Laws of

the Cayman Islands, Parent covenants that none of Parent, Parent’s Board of Directors nor any committee thereof shall withdraw or

modify, or propose publicly or by formal action of Parent, Parent’s Board of Directors or any committee thereof to withdraw or modify,

in any manner adverse to the Company, the Parent Board Recommendation.

(j) Notwithstanding

anything else to the contrary in this Agreement or any Ancillary Agreements, Parent may make any public filing with respect to the Merger

to the extent required by applicable Law, provided that prior to making any filing that includes information regarding the Company or

Titan, Parent shall provide a copy of the filing to the Company and permit the Company to make revisions to protect confidential or proprietary

information of the Company or Titan.

6.6 Trust

Account; Proceeds.

(a) Upon

satisfaction or waiver of the conditions set forth in ARTICLE IX and provision of notice thereof to the Trustee (which notice Parent

shall provide to the Trustee in accordance with the terms of the Trust Agreement), (a) in accordance with and pursuant to the Trust Agreement,

Parent (i) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement

to be so delivered and (ii) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated

to immediately prior to the Domestication, pay as and when due all amounts payable to Parent Ordinary Shares held by the public shareholders

(the “Parent Redemption Amount”).

(b) At

the Closing, (i) the funds in the Trust Account, after taking into account payments for the Parent Redemption Amount, and (ii) any proceeds

from the PIPE Financing shall first be used to pay in the following order: (1) Parent Transaction Expenses and Company Transaction Expenses

in accordance with Section 11.5; and (2) following the payment of all expenses pursuant to clause (1), to Parent or the Surviving

Company for immediate use, subject to this Agreement.

6.7 Obligations

of Merger Sub. Parent shall take all action necessary to cause Merger Sub to perform its obligations under this Agreement and

to consummate the transactions contemplated under this Agreement, upon the terms and subject to the conditions set forth in this Agreement.

6.8 Joinders

to Parent Support Agreement. In the event any director or officer of Parent or any Affiliate of the Sponsor acquires beneficial

ownership of any securities of Parent prior to the Closing, Parent shall cause such Person(s) to execute a joinder to the Parent Support

Agreement.

6.9 PIPE

Financing. Parent shall not, without the Company’s prior written

consent, amend, modify, supplement or waive any material provision of any PIPE Subscription Agreement or the PIPE Financing or enter

into any other documents or agreements in connection therewith other than the PIPE Subscription Agreements as in effect on the date hereof.

6.10 Extension

of Time to Consummate a Business Combination. If the Closing has not occurred by December 30, 2026, Parent shall, with the

Company’s reasonable cooperation, take such actions as are reasonably necessary pursuant to the Trust Agreement and the Parent Articles

to extend the period of time for Parent to complete an initial business combination up to the maximum amount of time permitted under applicable

Nasdaq rules (the “Extension Period”), including providing any required notices to the Trustee. Parent shall cause

to be deposited into the Trust Account such funds as are required pursuant to the Trust Agreement and the Parent Articles to extend the

period of time for Parent to complete an initial business combination through the Extension Period, or Parent may enter into non-redemption

agreements with certain investors, pursuant to which, among other things, such investors will commit to hold or acquire, as applicable,

and not to redeem their Parent Class A Ordinary Shares in connection with any such Extension Period.

ARTICLE VII

COVENANTS OF THE COMPANY

7.1 Reporting;

Compliance with Laws; No Insider Trading. During the Interim Period,

(a) Each

member of the Company Group shall duly observe and conform in all material respects to all applicable Law, including the Exchange Act,

and Orders.

(b) The

Company shall not, and it shall direct its Representatives to not, directly or indirectly, (i) purchase or sell (including entering into

any hedge transaction with respect to) any Parent Common Shares, Parent Units or Parent Warrants, except in compliance with all applicable

securities Laws, including Regulation M under the Exchange Act; (ii) use or disclose or permit any other Person to use or disclose any

information that Parent or its Affiliates has made or makes available to the Company and its Representatives in violation of the Exchange

Act, the Securities Act or any other applicable securities Law; or (iii) disclose to any third party any non-public information about

the Company, Parent, the Merger or the other transactions contemplated hereby or by any Ancillary Agreement.

7.2 Company’s

Shareholder Approval.

(a) As

promptly as reasonably practicable after the effective date of the Registration Statement, and in any event within five Business Days

following such date (the “Company Shareholder Written Consent Deadline”), the Company shall obtain and deliver to Parent

a true and correct copy of a unanimous written shareholder resolution (in form and substance reasonably satisfactory to Parent) evidencing

the Company Shareholder Approval that is duly executed by all Company Shareholders (the “Company Shareholder Written Consent”).

(b) The

Company’s Board of Directors shall recommend that the Company Shareholders vote in favor of this Agreement, the Ancillary Agreements

to which the Company is or will be a party, the transactions contemplated hereby and thereby and other related matters, and neither the

Company’s Board of Directors, nor any committee thereof, shall withhold, withdraw, amend, modify, change or propose or resolve to

withhold, withdraw, amend, modify or change, in each case in a manner adverse to Parent, the recommendation of the Company’s Board

of Directors.

7.3 Additional

Financial Information. The Company shall use its reasonable best efforts to provide Parent with (a) the audited financial statements

of the Company for the period from inception through a date to be mutually agreed by the parties hereto and (b) the audited financial

statements of Titan and its Subsidiaries for the twelve month periods ended December 31, 2025 and 2024, each consisting of the audited

consolidated balance sheets as of such dates, the audited consolidated income statements for the twelve month period ended on such date,

and the audited consolidated cash flow statements for the twelve month period ended on such date, together with the auditors report thereon

(together, the “Year-End Financials”) within ninety (90) days following the date of this Agreement; it being understood

and agreed that the Company shall provide to Parent substantially completed drafts of the Year-End Financials no later than seventy-five

(75) days following the date of this Agreement. Subsequent to the delivery of the Year-End Financials, Titan’s consolidated interim

financial information for each quarterly period thereafter shall be delivered to Parent no later than 40 calendar days following the end

of each quarterly period (the “Required Financial Statements”). All of the financial statements to be delivered pursuant

to this Section 7.3 shall be prepared under U.S. GAAP in accordance with requirements of the PCAOB for public companies. The Required

Financial Statements shall be accompanied by a certificate of the Chief Executive Officer of the Company to the effect that all such financial

statements fairly present the financial position and results of operations of the Company as of the date or for the periods indicated,

in accordance with U.S. GAAP, except as otherwise indicated in such statements and subject to year-end audit adjustments. The Company

will promptly provide Parent with additional Company financial information reasonably requested by Parent for inclusion in the Registration

Statement, the Proxy Statement/Prospectus and any other filings to be made by Parent with the SEC.

7.4 Mining

Technical Report.

(a) Concurrently

or as soon as practical following the date of this Agreement, Parent shall engage the Mining Consultant to prepare a technical report

with respect to the Company’s material mining properties to be completed in accordance with the requirements of Subpart 1300 of

Regulation S-K (“SK-1300”), including all required disclosures and form requirements thereunder (the “Mining

Technical Report”).

(b) The

Company shall promptly make available to the Mining Consultant, for the purpose of preparing the Mining Technical Report, all information

requested, and no such information shall contain any material misrepresentation as at the relevant time the relevant information was made

available. The Company shall ensure that the Mining Technical Report shall accurately and completely set forth all material facts relating

to the mining properties as at the date of such report and shall immediately inform the Mining Consultant and Parent of any change that

would disaffirm or change any aspect of the Mining Technical Report. The Company shall fully cooperate with the Mining Consultant and

Parent to ensure that the Mining Technical Report and the Qualified Person’s certifications satisfy all applicable requirements

of SK-1300 and are suitable for inclusion in any filings required to be made by Parent with the SEC in connection with the transactions

contemplated by this Agreement.

Company, on the one hand, and Parent, on the other hand, shall each be responsible for and pay 50% of any and all fees, costs and expenses

in connection with the preparation of the Mining Technical Report (the “Mining Technical Report Expenses”).

ARTICLE VIII

COVENANTS OF ALL PARTIES HERETO

8.1 Reasonable

Best Efforts; Further Assurances.

(a) Subject

to the terms and conditions of this Agreement, Parent and the Company shall, and the Company shall cause its Subsidiaries to, use its

reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under

applicable Laws, or as reasonably requested by the other parties, to consummate and implement expeditiously each of the transactions contemplated

by this Agreement, including using its reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals

and other authorizations from all applicable Governmental Authorities or other third parties prior to the Effective Time; (ii) avoid an

Action by any Governmental Authority, and (iii) execute and deliver any additional instruments reasonably necessary to consummate the

transactions contemplated by this Agreement. The parties shall execute and deliver such other documents, certificates, agreements and

other writings and take such other actions as may be reasonably necessary in order to consummate or implement expeditiously each of the

transactions contemplated by this Agreement.

(b) Subject

to applicable Law, each of the Company and Parent agrees to (i) reasonably cooperate and consult with the other regarding obtaining and

making all notifications and filings with Governmental Authorities, (ii) furnish to the other such information and assistance as the other

may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other reasonably apprised of

the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the

other with copies of notices and other communications received by such party from, or given by such party to, any third party or any Governmental

Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable

comments in any communication to be given by it to any Governmental Authority with respect to any filings required to be made with, or

action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained

from, such Governmental Authority in connection with execution and delivery of this Agreement and the consummation of the transactions

contemplated by this Agreement and (v) to the extent reasonably practicable, consult with the other in advance of and not participate

in any meeting or discussion relating to the transactions contemplated by this Agreement, either in person or by telephone, with any Governmental

Authority in connection with the proposed transactions unless it gives the other party the opportunity to attend and observe; provided,

however, that, in each of clauses (iii) and (iv) above, that materials may be redacted (A) to remove references concerning

the valuation of such party and its Affiliates, (B) as necessary to comply with contractual arrangements or applicable Laws, and (C) as

necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

the Interim Period, Parent, 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 Action (including derivative claims) relating to this Agreement, any of the Ancillary

Agreements or any matters relating thereto commenced or threatened in writing against Parent, any of the Parent Parties or any of its

or their respective Representatives in their capacity as a representative of a Parent Party or against the Company (collectively, the

“Transaction Litigation”). Parent shall control the negotiation, defense and settlement of any such Transaction Litigation

brought against Parent, Merger Sub or members of the boards of directors of Parent or Merger Sub and the Company shall control the negotiation,

defense and settlement of any such Transaction Litigation brought against the Company or the members of its board of directors; provided,

however, that in no event shall the Company or Parent settle, compromise or come to any arrangement with respect to any Transaction

Litigation, or agree to do the same, without the prior written consent of the other party (not to be unreasonably withheld, conditioned

or delayed); provided, that it shall be deemed to be reasonable for Parent (if the Company is controlling the Transaction

Litigation) or the Company (if Parent is controlling the Transaction Litigation) 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 Parent Party

(if the Company is controlling the Transaction Litigation) or the Company (if the Parent is controlling the Transaction Litigation) and

its respective Representative that is the subject of such Transaction Litigation, (B) provides for any non-monetary, injunctive, equitable

or similar relief against any Parent Party (if the Company is controlling the Transaction Litigation) or the Company (if Parent is controlling

the Transaction Litigation) or (C) contains an admission of wrongdoing or liability by a Parent Party (if the Company is controlling the

Transaction Litigation) or the Company (if Parent is controlling the Transaction Litigation) and its respective Representative that is

the subject of such Transaction Litigation. Parent 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.

8.2 Compliance

with SPAC Agreements. Parent shall (a) comply with the Trust Agreement, the Warrant Agreement and the Underwriting Agreement,

and (b) enforce the terms of the letter agreement, dated as of April 28, 2025, by and among Parent, the Sponsor and each of the officers

and directors of Parent named therein, in each case, as has been or may be amended from time to time.

8.3 [Reserved].

8.4 Directors’

and Officers’ Indemnification and Liability Insurance.

(a) All

rights to indemnification for acts or omissions occurring through the Closing Date now existing in favor of the current directors and

officers of the Company or the Parent Parties and Persons who served as a director, officer, member, trustee or fiduciary of another corporation,

partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of the Company or the Parent Parties,

as provided in their respective organizational documents or in any indemnification agreements shall survive the Merger and shall continue

in full force and effect in accordance with their terms. For a period of six years after the Effective Time, Parent shall cause the organizational

documents of Parent, its Subsidiaries, and the Surviving Company to contain provisions no less favorable with respect to exculpation and

indemnification of and advancement of expenses than are set forth as of the date of this Agreement in the organizational documents of,

with respect to Parent, Parent, and with respect to the Surviving Company, the Company, as applicable, to the extent permitted by applicable

Law.

(b) Prior

to the Closing, Parent and the Company shall reasonably cooperate in order to obtain directors’ and officers’ liability insurance

for Parent and the Company that shall be effective as of Closing and will cover (i) those Persons who were directors and officers of the

Company prior to the Closing and (ii) those Persons who will be the directors and officers of Parent and its Subsidiaries (including the

Surviving Company after the Effective Time) at and after the Closing on terms not less favorable than the better of (x) the terms of the

current directors’ and officers’ liability insurance in place for the Company’s directors and officers and (y) the terms

of a typical directors’ and officers’ liability insurance policy for a company whose equity is listed on Nasdaq or an Alternate

Exchange, as applicable, which policy has a scope and amount of coverage that is reasonably appropriate for a company of similar characteristics

(including the line of business and revenues) as the Company.

provisions of this Section 8.4 are intended to be for the benefit of, and shall be enforceable by, each Person who will have been

a director or officer of the Company or Parent for all periods ending on or before the Closing Date and may not be changed with respect

to any officer or director without his or her written consent.

(d) Prior

to the Effective Time, Parent shall obtain and fully pay the premium for a six year prepaid “tail” policy for the extension

of the directors’ and officers’ liability coverage of Parent’s existing directors’ and officers’ liability

insurance policies, for claims reporting or discovery period of six years from and after the Effective Time, on terms and conditions providing

coverage retentions, limits and other material terms (other than premiums payable) substantially equivalent to the current policies of

directors’ and officers’ liability insurance maintained by Parent with respect to matters arising on or before the Effective

Time, covering without limitation the transactions contemplated hereby.

8.5 Parent

Public Filings; Nasdaq. During the Interim Period, Parent will keep current and timely file all of its public filings with

the SEC and otherwise comply in all material respects with applicable securities Laws, and shall use its reasonable best efforts prior

to the Closing to maintain the listing of the Parent Ordinary Shares, the Parent Units and the Parent Warrants on Nasdaq. During the Interim

Period, Parent shall use its reasonable best efforts to cause (a) Parent’s initial listing application with Nasdaq or an Alternate

Exchange, to be agreed mutually by Parent and the Company, in connection with the transactions contemplated by this Agreement to have

been approved; (b) all applicable initial and continuing listing requirements of Nasdaq or an Alternate Exchange, as applicable, to be

satisfied; and (c) the Parent Common Shares, including the shares comprising the Aggregate Merger Consideration, and the Parent Warrants

to be approved for listing on Nasdaq or an Alternate Exchange, as applicable, 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.

8.6 Certain

Tax Matters.

(a) Each

of Parent, the Company and Merger Sub shall (and shall cause its respective Subsidiaries to) cooperate fully, as and to the extent reasonably

requested by another party hereto or ROPA, in connection with the filing of any relevant Tax Returns, and any audit or Tax proceeding.

Such cooperation shall include the retention and (upon the other party’s request) the provision 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.

(b) Any

Transfer Taxes payable in connection with the transactions contemplated by this Agreement shall be borne by the party legally responsible

for such Transfer Taxes and, except as otherwise required by Law, such party shall duly and timely prepare and file, or cause to be prepared

and filed, any Tax Return relating to such Taxes.

of Parent, the Company, and Merger Sub and their respective Affiliates shall file all Tax Returns consistent with the Domestication Intended

Tax Treatment and the Merger Intended Tax Treatment (including attaching the statement described in Treasury Regulations Section 1.368-3(a)

on or with its Tax Return for the taxable year of the Merger), and shall take no position inconsistent with the Intended Tax Treatment

(whether in audits, Tax Returns or otherwise), in each case, unless otherwise required by a Taxing Authority as a result of a “determination”

within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of applicable Law).

(d) In

the event the SEC requests or requires a tax opinion regarding whether the Domestication satisfies the Domestication Intended Tax Treatment,

Parent shall use its commercially reasonable efforts to cause Loeb & Loeb LLP (or other tax counsel to Parent) to furnish such opinion,

and if such opinion request or requirement by the SEC is with respect to whether the Merger satisfies the Merger Intended Tax Treatment,

the Company shall use its commercially reasonable efforts to cause Olshan Frome Wolosky LLP (or other tax counsel to the Company) to furnish

such opinion. Each party shall use reasonable best efforts to execute and deliver customary tax representation letters to the applicable

tax advisor in form and substance reasonably satisfactory to such advisor. Notwithstanding anything to the contrary in this Agreement,

Loeb shall not be required to provide any opinion to any party regarding the Merger Intended Tax Treatment or the tax consequences of

the transactions contemplated by this Agreement to the Company or its shareholders.

8.7 Parent

Equity Incentive Plan.

(a) Prior

to the effective date of the Registration Statement, Parent shall adopt a new equity incentive plan in

substantially the form attached hereto as Exhibit G, with such changes or modifications thereto as the Company and Parent

may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) (the “Parent Equity Incentive Plan”).

The Parent Equity Incentive Plan shall initially have 6,000,000 Parent Common Shares available for issuance thereunder (as adjusted to

reflect appropriately the effect of any share split, subdivision, reverse share split, consolidation, share dividend, recapitalization,

reclassification, combination, exchange of shares or other like change with respect to Parent Common Shares occurring prior to the date

such shares are issued) (the “Initial Parent Equity Incentive Plan Authorized Shares”), and shall include an “evergreen”

provision that is mutually agreeable to the Company and Parent that will provide for an automatic increase on the first day of each fiscal

year in the number of shares available for issuance under the Parent Equity Incentive Plan as mutually determined by the Company and Parent.

(b) Parent

and the Company agree that, out of the Initial Parent Equity Incentive Plan Authorized Shares, an initial allocation of 1,000,000 Parent

Common Shares (as adjusted to reflect appropriately the effect of any share split, subdivision, reverse share split, consolidation, share

dividend, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Shares

occurring prior to the date such shares are issued) shall be awarded and issued under the Parent Equity Incentive Plan simultaneously

with the Advisor Shares at the Closing, to one or more Persons to be designated by ROPA, the vesting of which shall be subject to the

share price metrics set forth on Schedule 8.9.

8.8 Section

16 Matters. Prior to the Effective Time, each of the Company and Parent shall take all

such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Ordinary Shares or acquisitions

of Parent Common Shares (including, in each case, securities deliverable upon exercise, vesting or settlement of any derivative securities)

resulting from the transactions contemplated hereby by each individual who may become subject to the reporting requirements of Section

16 of the Exchange Act to the extent necessary for such issuance to be an exempt acquisition pursuant to Rule 16b-3 promulgated

under the Exchange Act.

8.9 Advisor

Agreement and Shares.

(a) As

promptly as reasonably practicable following the date of this Agreement, the Sponsor and Parent will mutually agree on the form of the

Sponsor Advisor Agreement to be entered into at Closing, pursuant to which the Sponsor will act as an advisor to Parent and its board

of directors following the Closing.

(b) At

the Closing, Parent shall issue to the Sponsor 4,000,000 Parent Common Shares (as adjusted to reflect appropriately the effect of any

share split, subdivision, reverse share split, consolidation, share dividend, recapitalization, reclassification, combination, exchange

of shares or other like change with respect to Parent Common Shares occurring prior to the date such shares are issued), the vesting of

which shall be subject to the fulfillment of the share price metrics set forth on Schedule 8.9 (the “Advisor Shares”).

8.10 Post-Closing

Company Group Restructuring. Following the Closing, Parent and the Company shall undertake a restructuring as follows (the

“Post-Closing Restructuring”):

(a) Formation

of New Titan. No earlier than two (2) days after the Closing Date, Parent shall cause the formation of a new wholly-owned Subsidiary

organized under the laws of Norway (“New Titan”).

(b) Contribution

of the Company’s Equity Interests. Immediately upon the formation of New Titan, Parent shall contribute to New Titan one hundred

percent (100%) of the equity interests of the Company, such that New Titan shall become the direct owner of all issued and outstanding

equity interests of the Company.

Classification Election. Immediately following the contribution described in Section 8.10(b), New Titan shall file an entity

classification election using IRS Form 8832 to treat the Company as a disregarded entity for U.S. federal income tax purposes, effective

no more than two (2) days after the contribution described in Section 8.10(b).

(d) Liquidation

of the Company. No earlier than one (1) day and no later than sixty (60) days after the effective date of the election described in

Section 8.10(c), New Titan shall cause the voluntary liquidation of the Company in accordance with the Cayman Companies Act, such

that New Titan shall become the direct owner of all issued and outstanding equity interests of Titan.

ARTICLE IX

CONDITIONS TO CLOSING

9.1 Condition

to the Obligations of the Parties. The obligations of all of the parties to consummate the Closing are subject to the satisfaction

or written waiver (where permissible) by all of such parties of all the following conditions:

(a) No

provisions of any applicable Law and no Order shall be in effect restraining, prohibiting or imposing any condition on the consummation

of the transactions contemplated hereby, including the Merger.

(b) Each

consent, approval or authorization of any Governmental Authority required of Parent, its Subsidiaries, or the Company to consummate the

Merger set forth on Schedule 9.1(b) shall have been obtained and shall be in full force and effect.

Governmental Authority shall have issued an Order or enacted a Law, having the effect of prohibiting the Merger or making the Merger illegal,

which Order or Law is final and non-appealable.

(d) The

Company Shareholder Approval shall have been obtained.

(e) Each

of the Parent Proposals shall have been approved at the Parent Shareholder Meeting.

(f) Parent’s

initial listing application with Nasdaq or an Alternate Exchange, as applicable, in connection with the transactions contemplated by this

Agreement shall have been conditionally approved and, immediately following the Effective Time, Parent shall satisfy any applicable initial

and continuing listing requirements of Nasdaq or an Alternate Exchange, as applicable, and Parent shall not have received any notice of

non-compliance therewith, and the shares comprising the Aggregate Merger Consideration and any shares issued in connection with the PIPE

Financing, as applicable, shall have been approved for listing on Nasdaq or an Alternate Exchange, as applicable.

(g) The

Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the

effectiveness of the Registration Statement shall have been issued by the SEC that remains in effect and no proceeding seeking such a

stop order shall have been initiated by the SEC and not withdrawn.

(h) The

PIPE Financing shall have been consummated as of immediately prior to the Closing in accordance with the PIPE Subscription Agreements.

9.2 Conditions

to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Closing is subject to the

satisfaction, or the waiver in Parent’s sole and absolute discretion, of all the following further conditions:

(a) The

Company shall have duly performed or complied with, in all material respects, all of its obligations hereunder required to be performed

or complied with (without giving effect to any materiality or similar qualifiers contained therein) by the Company at or prior to the

Closing Date.

(b) The

representations and warranties of the Company contained in this Agreement (disregarding all qualifications contained therein relating

to materiality or Material Adverse Effect), other than the Company Fundamental Representations, shall be true and correct in all respects

as of the date of this Agreement and as of the Closing Date, as if made at and as of such 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 at and as of such

earlier date) except, in each case, for any failure of such representations and warranties (disregarding all qualifications and exceptions

contained therein relating to materiality or Material Adverse Effect) to be so true and correct that would not in the aggregate have or

reasonably be expected to have a Material Adverse Effect in respect of the Company.

Company Fundamental Representations (disregarding all qualifications and exceptions contained therein relating to materiality or Material

Adverse Effect) shall be true and correct in all respects at and as of the date of this Agreement and as of the Closing Date, as if made

as of such date (except to the extent that any such representation and warranty is expressly made as of a specific date, in which case

such representation and warranty shall be true and correct at and as of such specific date), other than de minimis inaccuracies.

(d) Since

the date of this Agreement, there shall not have occurred a Material Adverse Effect in respect of the Company that is continuing.

(e) The

aggregate Indebtedness of the Company Group at the Closing, including all accrued interest, fees and other amounts included in the definition

of Indebtedness, shall not exceed $500,000.

(f) Parent

shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer of the Company certifying the accuracy

of the provisions of the foregoing clauses (a), (b), (c) and (d) of this Section 9.2.

(g) Parent

shall have received a certificate, dated as of the Closing Date, signed by a director of the Company attaching true, correct and complete

copies of (i) the Company’s memorandum and articles of association, stamped by the Cayman Registrar; (ii) copies of resolutions

duly adopted by the Board of Directors of the Company authorizing this Agreement, the Ancillary Agreements to which the Company is a party

and the transactions contemplated hereby and thereby and the Company Shareholder Written Consent; and (iii) a certificate of good standing

or available equivalent of the Company, issued as of a recent date by the Cayman Registrar.

(h) The

Company shall have delivered to Parent a resignation from the Company of each non-continuing director of the Company as designated by

the Company in writing prior to the Closing, effective as of the Closing Date.

(i) Parent

shall have received information satisfactory to Parent, in its sole discretion, that (i) the Billingen exploration permits are valid and

in good standing, (ii) potential required applications for extensions of permits have been filed and that the Company and/or its Subsidiaries

qualify for being granted such extensions, including by having undertaken sufficient exploration work or having plans to undertake such

work prior to the permit expiration dates, (iii) no Swedish Authority consent is required for the Merger or the Post-Closing Restructuring,

and (iv) the Post-Closing Restructuring can be completed under Norwegian law.

9.3 Conditions

to Obligations of the Company. The obligations of the Company to consummate the Closing is subject to the satisfaction, or

the waiver in the Company’s sole and absolute discretion, of all of the following further conditions:

(a) Parent

and Merger Sub shall each have duly performed or complied with, in all material respects, all of its respective obligations hereunder

required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by Parent

or Merger Sub, as applicable, at or prior to the Closing Date.

(b) The

representations and warranties of Parent and Merger Sub contained in this Agreement (disregarding all qualifications contained therein

relating to materiality or Material Adverse Effect), other than the Parent Fundamental Representations, shall be true and correct as of

the date of this Agreement and as of the Closing Date, as if made at and as of such 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 at and as of such

earlier date), except, in each case, for any failure of such representations and warranties (disregarding all qualifications and exceptions

contained therein relating to materiality or Material Adverse Effect) to be so true and correct that would not in the aggregate have or

reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub.

Parent Fundamental Representations (disregarding all qualifications and exceptions contained therein relating to materiality or Material

Adverse Effect) shall be true and correct in all respects at and as of the date of this Agreement and as of the Closing Date, as if made

as of such date (except to the extent that any such representation and warranty is expressly made as of a specific date, in which case

such representation and warranty shall be true and correct at and as of such specific date), other than de minimis inaccuracies.

(d) Since

the date of this Agreement, there shall not have occurred a Material Adverse Effect in respect of Parent that is continuing.

(e) The

Company shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer of Parent certifying the

accuracy of the provisions of the foregoing clauses (a), (b), (c) and (d) of this Section 9.3.

(f) The

Company shall have received written evidence from the Secretary of State of the State of Delaware that the Certificate of Domestication

and the Parent Certificate of Incorporation have been duly filed with the Secretary of State of the State of Delaware.

(g) The

Company shall have received a certificate, dated as of the Closing Date, signed by a director of Parent attaching true, correct and complete

copies of resolutions duly adopted by the Board of Directors of Parent authorizing this Agreement, the Ancillary Agreements to which Parent

is a party and the transactions contemplated hereby and thereby and the Parent Proposals.

(h) The

Company shall have received a certificate, dated as of the Closing Date, signed by a director of Merger Sub attaching true, correct and

complete copies of (i) copies of resolutions duly adopted by the Board of Directors and sole shareholder of Merger Sub authorizing this

Agreement, the Ancillary Agreements to which Merger Sub is a party and the transactions contemplated hereby and thereby and (ii) a certificate

of good standing or available equivalent of Merger Sub, issued as of a recent date by the Cayman Registrar.

(i) Each

of Parent, the Sponsor Parties and the other shareholders of Parent, as applicable, shall have executed and delivered to the Company a

copy of each Ancillary Agreement to which Parent, the Sponsor or such other shareholder of Parent, as applicable, is a party.

(j) Each

of the Persons listed on Schedule 9.3(j) shall have executed and delivered to the Company a duly executed counterpart of the Lock-Up

Agreement.

(k) Each

of the Parent, the Sponsor and the Holders (as defined in the Existing Registration Rights Agreement) of at least a majority in interest

of the Registrable Securities (as defined in the Existing Registration Rights Agreement) immediately prior to the Closing Date shall have

executed and delivered to the Company a duly executed counterpart of the Registration Rights Agreement, which Registration Rights Agreement

shall provide registration rights thereunder to certain Sponsor Parties, ROPA and certain ROPA designees designated by ROPA to Parent

in writing on or prior to the Closing Date.

(l) The

size and composition of Parent’s post-Closing Board of Directors shall have been appointed as set forth in Section 2.9.

(m) The

amount of Parent Closing Cash at the Closing shall equal or exceed $10,000,000.

ARTICLE X

TERMINATION

10.1 Termination

Without Default.

(a) In

the event that (i) the Closing of the transactions contemplated hereunder has not occurred on or before June 1, 2027, provided

that such date shall be automatically extended for an additional three months if the SEC has provided more than one round of comments

with respect to the Proxy Statement/Prospectus (such date as it may be extended, the “Outside Closing Date”); and (ii)

the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent

or Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or did not result

in, the failure of the Closing to occur on or before the Outside Closing Date, then Parent or the Company, as applicable, shall have the

right, at its sole option, to terminate this Agreement without liability to the other party. Such right may be exercised by Parent or

the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date.

(b) In

the event a Governmental Authority shall have issued an Order or enacted a Law, having the effect of prohibiting the Merger or making

the Merger illegal, which Order or Law is final and non-appealable, Parent or the Company shall have the right, at its sole option, to

terminate this Agreement without liability to the other party; provided, however, that the right to terminate

this Agreement pursuant to this Section shall not be available to the Company or Parent if the failure by such party or its Affiliates

to comply with any provision of this Agreement has been a substantial cause of, or substantially resulted in, such action by such Governmental

Authority.

Agreement may be terminated at any time by mutual written consent of the Company and Parent duly authorized by each of their respective

boards of directors.

(d) This

Agreement may be terminated at any time by Parent if the Mining Technical Report prepared in accordance with Section 7.4 has not

been delivered to Parent within seventy-five (75) days following the date of this Agreement.

10.2 Termination

Upon Default.

(a) Parent

may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger

Sub may have: (i) at any time prior to the Closing if the Company shall have breached any representation, warranty, agreement or covenant

contained herein to be performed on or prior to the Closing, which has rendered or would reasonably be expected to render the satisfaction

of any of the conditions set forth in Section 9.2(a) or 9.2(b) impossible (a “Terminating Company Breach”);

except that, if such Terminating Company Breach is curable by the Company through the exercise of its reasonable best efforts, then, for

a period of up to 30 days after receipt by the Company of notice from Parent of such breach, but only as long as the Company continues

to use its reasonable best efforts to cure such Terminating Company Breach (the “Company Cure Period”), such termination

shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company

Cure Period; or (ii) at any time after the Company Shareholder Written Consent Deadline if the Company has not delivered the Company Shareholder

Approval to Parent (provided, that upon the Company delivering the Company Shareholder Approval to Parent, Parent shall no longer have

any right to terminate this Agreement under this clause (ii)).

(b) The

Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may

have, if at any time prior to the Closing, Parent shall have breached any of its covenants, agreements, representations, and warranties

contained herein to be performed on or prior to the Closing, which has rendered or reasonably would render the satisfaction of any of

the conditions set forth in Section 9.3(a) or 9.3(b) impossible (a “Terminating Parent Breach”); except

that, if such Terminating Parent Breach is curable by Parent through the exercise of its reasonable best efforts, then, for a period of

up to 30 days after receipt by Parent of notice from the Company of such breach, but only as long as Parent continues to use its reasonable

best efforts to cure such Terminating Parent Breach (the “Parent Cure Period”), such termination shall not be effective,

and such termination shall become effective only if the Terminating Parent Breach is not cured within the Parent Cure Period.

10.3 Effect

of Termination. If this Agreement is terminated pursuant to this ARTICLE X, this Agreement shall become void and of

no further force or effect without liability of any party (or any shareholder, director, officer, employee, Affiliate, agent, consultant

or representative of such party) to the other parties hereto; provided that, if such termination shall result from the willful

and material breach by a party of its covenants and agreements hereunder or common law fraud or willful and material breach in connection

with the transactions contemplated by this Agreement, such party shall not be relieved of liability to the other parties for any such

willful and material breach or common law fraud occurring prior to such termination. The provisions of Section 8.3, this Section

10.3 and ARTICLE XI shall survive any termination hereof pursuant to this ARTICLE X.

ARTICLE XI

MISCELLANEOUS

11.1 Notices.

Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand, electronic mail,

or nationally recognized overnight courier service, by 5:00 PM Eastern Time on a Business Day, addressee’s day and time, on the

date of delivery, and if delivered after 5:00 PM Eastern Time, on the first Business Day after such delivery; (b) if by email, on the

date of transmission with affirmative confirmation of receipt; or (c) three Business Days after mailing by prepaid certified or registered

mail, return receipt requested. Notices shall be addressed to the respective parties as follows, or to such other address as a party shall

specify to the others in accordance with these notice provisions:

if to the Company:

Titan Strategics Holdings Ltd

c/o Ascentium (Cayman) Limited

4th Floor, Harbour Place

103 South Church Street

P.O. Box 10240

Grand Cayman KY1-1002, George Town, Cayman

Islands

Attention: Rohan Patnaik

E-mail: ******

with a copy (which shall not constitute

notice) to:

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, NY 10019

Attention: Mitchell Raab; Honghui Yu

E-mail: ******

if to the Surviving Company

or Parent (following the Closing):

Renaissance Nuclear, Inc.

c/o Ascentium (Cayman) Limited

4th Floor, Harbour Place

103 South Church Street

P.O. Box 10240

Grand Cayman KY1-1002, George Town, Cayman

Islands

if to Parent or Merger Sub

(prior to the Closing):

Digital Asset Acquisition Corp.

174 Nassau Street, Suite 2100

Princeton, NJ 08542

United States

Attention: Peter Ort, Principal Executive

Officer; Jeff Tuder, Chief Financial Officer

E-mail: ******

with a copy (which shall not constitute

notice) to:

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attention: Mitchell S. Nussbaum

E-mail: ******

11.2 Amendments;

No Waivers; Remedies.

(a) This

Agreement cannot be amended, except by a writing signed by each party, and cannot be terminated orally or by course of conduct. No provision

hereof can be waived, except by a writing signed by the party against whom such waiver is to be enforced, and any such waiver shall apply

only in the particular instance in which such waiver shall have been given.

(b) Neither

any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of

dealing shall constitute a waiver of or prevent any party from enforcing any right or remedy or from requiring satisfaction of any condition.

No notice to or demand on a party waives or otherwise affects any obligation of that party or impairs any right of the party giving such

notice or making such demand, including any right to take any action without notice or demand not otherwise required by this Agreement.

No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or remedy, as

appropriate to make the aggrieved party whole with respect to such breach, or subsequent exercise of any right or remedy with respect

to any other breach.

as otherwise expressly provided herein, no statement herein of any right or remedy shall impair any other right or remedy stated herein

or that otherwise may be available.

(d) Notwithstanding

anything to the contrary contained herein, no party shall seek, nor shall any party be liable for, punitive or exemplary damages under

any tort, contract, equity or other legal theory with respect to any breach (or alleged breach) of this Agreement or any provision hereof

or any matter otherwise relating hereto or arising in connection herewith.

11.3 Arm’s

Length Bargaining; No Presumption Against Drafter. This Agreement has been negotiated at arm’s-length by parties of equal

bargaining strength, each represented by counsel or having had but declined the opportunity to be represented by counsel and having participated

in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between the parties, and no such

relationship otherwise exists. No presumption in favor of or against any party in the construction or interpretation of this Agreement

or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.

11.4 Publicity.

Except as required by Law or applicable stock exchange rules and except with respect to the Additional Parent SEC Documents, the parties

agree that neither they nor their Representatives shall issue any press release or make any other public disclosure prior to the Closing

concerning the transactions contemplated hereunder without the prior approval of the other party hereto, which approval shall not be unreasonably

withheld by any party. If a party is required to make such a disclosure as required by Law or applicable stock exchange rules, the party

making such determination will, if practicable in the circumstances, use reasonable commercial efforts to allow the other party reasonable

time to comment on such disclosure in advance of its issuance.

11.5 Expenses.

Except as otherwise expressly provided herein, all fees and expenses incurred in connection with this Agreement, the Ancillary

Agreements 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, at and after the Closing, Parent shall

pay all unpaid Company Transaction Expenses and Parent Transaction Expenses.

11.6 No

Assignment or Delegation. No party may assign any right or delegate any obligation hereunder, including by merger, consolidation,

operation of law or otherwise, without the written consent of the other party. Any purported assignment or delegation without such consent

shall be void.

11.7 Governing

Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated

hereby, including the applicable statute of limitations, shall be governed by and construed in accordance with the Laws of the State of

New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other

jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of New York, except that the Domestication,

the internal affairs of Parent prior to the Domestication and any provisions of this Agreement that are expressly or otherwise required

to be governed by the Cayman Companies Act, shall be governed by the Laws of the Cayman Islands (without giving effect to choice of law

principles thereof) in respect of which the parties irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands.

11.8 Counterparts;

Electronic Signatures. This Agreement may be executed in counterparts, each of which shall constitute an original, but all

of which shall constitute one agreement. This Agreement shall become effective upon delivery to each party of an executed counterpart

or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need

not individually) bear the signatures of all other parties.

11.9 Entire

Agreement. This Agreement, together with the Ancillary Agreements, sets forth the entire agreement of the parties 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 Ancillary Agreement 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 Ancillary Agreement, there is no condition precedent to the effectiveness of any provision hereof or thereof.

11.10 Severability.

A determination by a court or other legal authority that any provision that is not of the essence of this Agreement is legally invalid

shall not affect the validity or enforceability of any other provision hereof. The parties shall cooperate in good faith to substitute

(or cause such court or other legal authority to substitute) for any provision so held to be invalid a valid provision, as alike in substance

to such invalid provision as is lawful.

11.11 Further

Assurances. Each party shall execute and deliver such documents and take such action, as may reasonably be considered within

the scope of such party’s obligations hereunder, necessary to effectuate the transactions contemplated by this Agreement.

11.12 Third

Party Beneficiaries. Except as provided in Section 8.4, Section 11.19 and Section 11.20, and

as expressly set forth with respect to ROPA in Section 3.4(a), neither this Agreement nor any provision hereof confers any

benefit or right upon or may be enforced by any Person not a signatory hereto.

11.13 Waiver.

The Company has read the Prospectus and understands that Parent has established the Trust Account for the benefit of the public shareholders

of Parent and the underwriters of the IPO pursuant to the Trust Agreement and that, except for a portion of the interest earned on the

amounts held in the Trust Account, Parent may disburse monies from the Trust Account only for the purposes set forth in the Trust Agreement.

For and in consideration of Parent agreeing to enter into this Agreement, the Company, for itself and on behalf of the Company Shareholders,

hereby agrees that it does not now and shall not at any time hereafter prior to the Closing have any right, title, interest or claim of

any kind in or to any monies in the Trust Account as a result of, or arising out of, any negotiations, contracts or agreements with Parent

and hereby agrees that it will not seek recourse against the Trust Account for any reason.

11.14 No

Other Representations; No Reliance.

(a) NONE

OF THE COMPANY, ANY COMPANY SHAREHOLDER NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS

OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR THE BUSINESS OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED

BY THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV,

IN EACH CASE, AS MODIFIED BY THE SCHEDULES TO THIS AGREEMENT. Without limiting the generality of the foregoing, neither the Company, any

Company Shareholder nor any of their respective Representatives has made, and shall not be deemed to have made, any representations or

warranties in the materials relating to the Company made available to Parent and its Representatives, including due diligence materials,

or in any presentation of the business of the Company by management of the Company or others in connection with the transactions contemplated

hereby, 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 Parent or Merger Sub in executing, delivering and performing this Agreement, the

Ancillary Agreements or the transactions contemplated hereby or thereby, in each case except for the representations and warranties set

forth in ARTICLE IV as modified by the Schedules to this Agreement. 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 the Company, any Company Shareholder or their respective Representatives are not and shall not

be deemed to be or to include representations or warranties of the Company or any Company Shareholder, and are not and shall not be deemed

to be relied upon by Parent or Merger Sub in executing, delivering and performing this Agreement, the Ancillary Agreement and the transactions

contemplated hereby or thereby, in each case except for the representations and warranties set forth in ARTICLE IV, in each case,

as modified by the Schedules to this Agreement. Except for the specific representations and warranties expressly made by the Company in

ARTICLE IV, in each case as modified by the Schedules: (a) Parent acknowledges and agrees that: (i) neither the Company, the Company

Shareholders nor any of their respective Representatives is making or has made any representation or warranty, express or implied, at

law or in equity, in respect of the Company, the business, assets, liabilities, operations, prospects or condition (financial or otherwise)

of the Company, the nature or extent of any liabilities of the Company, the effectiveness or the success of any operations of the Company

or the accuracy or completeness of any confidential information memoranda, projections, forecasts or estimates of earnings, or other information

(financial or otherwise) regarding the Company furnished to Parent, Merger Sub or their respective Representatives or made available to

Parent and its Representatives in any “data rooms,” “virtual data rooms,” management presentations or any other

form in expectation of, or in connection with, the transactions contemplated hereby, or in respect of any other matter or thing whatsoever;

and (ii) no Representative of any Company Shareholder or the Company has any authority, express or implied, to make any representations,

warranties or agreements not specifically set forth in ARTICLE IV and subject to the limited remedies herein provided; (b) each

of Parent and Merger Sub specifically disclaims that it is relying upon or has relied upon any such other representations or warranties

that may have been made by any Person, and acknowledges and agrees that the Company Shareholders and the Company have specifically disclaimed

and do hereby specifically disclaim any such other representation or warranty made by any Person; and (c) none of the Company, the Company

Shareholders nor any other Person shall have any liability to Parent, Merger Sub or any other Person with respect to any such other representations

or warranties, including projections, forecasts, estimates, plans or budgets of future revenue, expenses or expenditures, future results

of operations, future cash flows or the future financial condition of the Company or the future business, operations or affairs of the

Company.

(b) NONE

OF PARENT, MERGER SUB NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY

NATURE WHATSOEVER RELATING TO PARENT, MERGER SUB OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY

ANCILLARY AGREEMENT, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V, IN EACH CASE, AS MODIFIED

BY THE SCHEDULES TO THIS AGREEMENT AND THE PARENT SEC DOCUMENTS. Without limiting the generality of the foregoing, neither Parent, Merger

Sub nor any of their respective Representatives has made, and shall not be deemed to have made, any representations or warranties in the

materials relating to Parent and Merger Sub made available to the Company and the Company Shareholders and their Representatives, including

due diligence materials, or in any presentation of the business of Parent by management of Parent or others in connection with the transactions

contemplated hereby, 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 and the Company Shareholders in executing, delivering and

performing this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, in each case except for the representations

and warranties set forth in ARTICLE V as modified by the Schedules to this Agreement and the Parent SEC 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 Parent, Merger Sub or their respective Representatives

are not and shall not be deemed to be or to include representations or warranties of Parent and Merger Sub, and are not and shall not

be deemed to be relied upon by the Company or Company Shareholders in executing, delivering and performing this Agreement, the Ancillary

Agreement and the transactions contemplated hereby or thereby, in each case except for the representations and warranties set forth in

ARTICLE V, in each case, as modified by the Schedules to this Agreement and the Parent SEC Documents. Except for the specific representations

and warranties expressly made by Parent and Merger Sub in ARTICLE V, in each case as modified by the Schedules and the Parent SEC

Documents: (a) the Company acknowledges and agrees that: (i) neither Parent, Merger Sub nor any of their respective Representatives is

making or has made any representation or warranty, express or implied, at law or in equity, in respect of Parent, Merger Sub, the business,

assets, liabilities, operations, prospects or condition (financial or otherwise) of Parent or Merger Sub, the nature or extent of any

liabilities of Parent or Merger Sub, the effectiveness or the success of any operations of Parent or Merger Sub or the accuracy or completeness

of any confidential information memoranda, projections, forecasts or estimates of earnings, or other information (financial or otherwise)

regarding Parent or Merger Sub furnished to the Company, the Company Shareholders or their respective Representatives or made available

to the Company, the Company Shareholders and their Representatives in any “data rooms,” “virtual data rooms,”

management presentations or any other form in expectation of, or in connection with, the transactions contemplated hereby, or in respect

of any other matter or thing whatsoever; and (ii) no Representative of Parent or Merger Sub has any authority, express or implied, to

make any representations, warranties or agreements not specifically set forth in ARTICLE V and subject to the limited remedies

herein provided; (b) the Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties

that may have been made by any Person, and acknowledges and agrees that Parent and Merger Sub have specifically disclaimed and do hereby

specifically disclaim any such other representation or warranty made by any Person; and (c) none of Parent, Merger Sub nor any other Person

shall have any liability to the Company, the Company Shareholders or any other Person with respect to any such other representations or

warranties, including projections, forecasts, estimates, plans or budgets of future revenue, expenses or expenditures, future results

of operations, future cash flows or the future financial condition of Parent or the future business, operations or affairs of Parent.

11.15 Waiver

of Jury Trial. THE PARTIES EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING

(I) ARISING UNDER THIS AGREEMENT OR UNDER ANY ANCILLARY AGREEMENT 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 AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO OR THERETO OR ANY FINANCING

IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, IN EACH CASE, WHETHER NOW EXISTING

OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH PROCEEDING

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 11.15.

11.16 Submission

to Jurisdiction. Each of the parties irrevocably and unconditionally submits to the exclusive jurisdiction of a federal court

sitting in the Borough of Manhattan of The City of New York or, if such federal court does not have jurisdiction over any such Actions,

the Supreme Court of the State of New York, Commercial Division, sitting in the Borough of Manhattan of The City of New York (and any

appellate court therefrom), for the purposes of any Action (a) arising under this Agreement or under any Ancillary Agreement or (b) in

any way connected with or related or incidental to the dealings of the parties in respect of this Agreement or any Ancillary Agreement

or any of the transactions contemplated hereby or thereby, and irrevocably and unconditionally waives any objection to the laying of venue

of any such Action in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such

court that any such Action 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 Action (i) arising under this Agreement or under any

Ancillary Agreement 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 Agreement or any of the transactions contemplated hereby or thereby, (A) any claim that it is not personally subject

to the jurisdiction of the courts as described in this Section 11.16 for any reason, (B) that it or its property is exempt or immune

from the jurisdiction of any such court or from any Action 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 Action in any such court

is brought in an inconvenient forum, (y) the venue of such Action is improper or (z) this Agreement, or the subject matter hereof, may

not be enforced 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 11.1 shall be effective service of process for any such Action.

11.17 Attorneys’

Fees. In the event of any legal action initiated by any party prior to the Closing arising under or out of, in connection with

or in respect of, this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses incurred

in such action, as determined and fixed by the court.

11.18 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.

11.19 Non-Recourse.

This Agreement may be enforced only against, and any dispute, claim or controversy based upon, arising out of or related to this Agreement

or the transactions contemplated hereby may be brought only against, the entities that are expressly named as parties hereto and then

only with respect to the specific obligations set forth in this Agreement with respect to such party. No past, present or future director,

officer, employee, incorporator, member, partner, shareholder (including, for the avoidance of doubt, ROPA and Rohan Patnaik), agent,

attorney, advisor, lender or representative or Affiliate of any named party to this Agreement (which Persons are intended third party

beneficiaries of this Section 11.19) shall have any liability (whether in contract or tort, at law or in equity or otherwise, or

based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any one or more of the representations,

warranties, covenants, agreements or other obligations or liabilities of such named party or for any dispute, claim or controversy based

on, arising out of, or related to this Agreement or the transactions contemplated hereby.

11.20 Conflicts

and Privilege.

(a) Parent

and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Company), hereby agree

that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or

among (i) the Sponsor, the shareholders or holders of other equity interests of Parent or the Sponsor and/or any of their respective directors,

members, partners, officers, employees or Affiliates (other than the Surviving Company) (collectively, the “DAAQ Group”),

on the one hand, and (ii) the Surviving Company and/or any member of the Company Group, on the other hand, any legal counsel, including

Loeb & Loeb LLP (“Loeb”), that represented Parent and/or the Sponsor prior to the Closing may represent the Sponsor

and/or any other member of the DAAQ Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving

Company, and even though such counsel may have represented Parent in a matter substantially related to such dispute, or may be handling

ongoing matters for the Surviving Company and/or the Sponsor. Parent and the Company, on behalf of their respective successors and assigns

(including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing

(made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out

of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among Parent,

the Sponsor and/or any other member of the DAAQ Group, on the one hand, and Loeb, on the other hand, the attorney/client privilege and

the expectation of client confidence shall survive the Merger and belong to the DAAQ Group after the Closing, and shall not pass to or

be claimed or controlled by the Surviving Company. Notwithstanding the foregoing, any privileged communications or information shared

by the Company prior to the Closing with Parent or the Sponsor under a common interest agreement shall remain the privileged communications

or information of the Surviving Company.

(b) Parent

and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Company), hereby agree

that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or

among (i) the shareholders or holders of other equity interests of the Company and/or any of their respective directors, members, partners,

officers, employees or Affiliates (other than the Surviving Company) (collectively, the “Titan Group”), on the one

hand, and (ii) the Surviving Company and/or any member of the DAAQ Group, on the other hand, any legal counsel, including Olshan Frome

Wolosky LLP (“Olshan”) that represented the Company prior to the Closing may represent any member of the Titan Group

in such dispute even though the interests of such Persons may be directly adverse to the Surviving Company, and even though such counsel

may have represented Parent and/or the Company in a matter substantially related to such dispute, or may be handling ongoing matters for

the Surviving Company, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the

negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement,

any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company and/or any member of the Titan

Group, on the one hand, and Olshan, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive

the Merger and belong to the Titan Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Company.

Notwithstanding the foregoing, any privileged communications or information shared by Parent prior to the Closing with the Company under

a common interest agreement shall remain the privileged communications or information of the Surviving Company.

[The remainder of this page intentionally left

blank; signature pages to follow]

IN WITNESS WHEREOF, the parties

hereto have caused this Agreement to be duly executed as of the day and year first above written.

Parent:

DIGITAL ASSET ACQUISITION CORP.

By:

/s/ Peter Ort

Name:

Peter Ort

Title:

Principal Executive Officer and Co-Chairman

Company:

TITAN STRATEGICS HOLDINGS LTD

By:

/s/ Adam Peter Clode

Name:

Adam Peter Clode

Title:

Sole Director

[Signature Page to Merger Agreement]

EX-3.1 — FORM OF CERTIFICATE OF INCORPORATION OF PARENT

EX-3.1

Filename: ea030808801ex3-1.htm · Sequence: 3

Exhibit 3.1

Form of Certificate of Incorporation of Parent

CERTIFICATE OF INCORPORATION

RENAISSANCE NUCLEAR, INC.

ARTICLE I

NAME OF THE CORPORATION

The name of the corporation is Renaissance Nuclear,

Inc. (the “Corporation”).

ARTICLE II

REGISTERED AGENT

The address of the registered

office of the Corporation in the State of Delaware is [REGISTERED OFFICE ADDRESS]. The name of the registered agent of the Corporation

at such address is [REGISTERED AGENT NAME].

ARTICLE III

BUSINESS PURPOSE

The nature of the business

or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized

under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

CAPITAL STOCK

Section 4.01 Authorized

Classes of Stock. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is [555,000,000],

of which [550,000,000] shares shall be designated as common stock, par value $0.0001 per share (“Common Stock”) and

[5,000,000] shares shall be designated as preferred stock, par value $0.0001 per share (“Preferred Stock”).

Section 4.02 Common

Stock. Except as otherwise required by law, as provided in this Certificate of Incorporation, and as otherwise provided in the resolution

or resolutions, if any, adopted by the board of directors of the Corporation (the “Board of Directors” or the “Board”)

with respect to any series of the Preferred Stock, the holders of the Common Stock shall exclusively possess all voting power. Each holder

of shares of Common Stock shall be entitled to one vote for each share it holds. Subject to the rights of holders of any series of outstanding

Preferred Stock, holders of shares of Common Stock shall have equal rights of participation in the dividends and other distributions in

cash, stock or property of the Corporation when, as and if declared thereon by the Board of Directors from time to time out of assets

or funds of the Corporation legally available therefor and shall have equal rights to receive the assets and funds of the Corporation

available for distribution to stockholders in the event of any liquidation, dissolution or winding up of the affairs of the Corporation,

whether voluntary or involuntary.

Section 4.03 Preferred

Stock. The Board of Directors is hereby authorized to provide, out of the unissued shares of Preferred Stock, for one or more series

of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of

such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional or other

special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series, as shall be stated

in the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors. The authority of the Board

of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:

(a) the

designation of the series;

(b) the

number of shares of the series;

dividend rate or rates on the shares of that series, whether dividends will be cumulative, and if so, from which date or dates, and the

relative rights of priority, if any, of payment of dividends on shares of that series;

(d) whether

the series will have voting rights, generally or upon specified events, in addition to the voting rights provided by law, and, if so,

the terms of such voting rights;

(e) whether

the series will have conversion or exchange privileges, and, if so, the terms and conditions of such conversion or exchange, including

provision for adjustment of the conversion or exchange rate in such events as the Board of Directors shall determine;

(f) whether

or not the shares of that series shall be redeemable, in whole or in part, at the option of the Corporation or the holder thereof, and

if made subject to such redemption, the terms and conditions of such redemption, including the date or dates upon or after which they

shall be redeemable, and the amount per share payable in case of redemptions, which amount may vary under different conditions and at

different redemption rates;

(g) the

terms and amount of any sinking fund provided for the purchase or redemption of the shares of such series;

(h) the

rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation,

and the relative rights of priority, if any, of payment of shares of that series;

(i) the

restrictions, if any, on the issue or reissue of any additional Preferred Stock; and

(j) any

other relative rights, preferences and limitations of that series.

ARTICLE V

BOARD OF DIRECTORS

Section 5.01 General

Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 5.02 Number.

Subject to any rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the

number of directors of the Corporation which shall constitute the entire Board of Directors shall consist of not less than one (1) director,

as fixed from time to time by resolution of a majority of the total number of directors that the Corporation would have if there were

no vacancies.

Section 5.03 Newly Created

Directorships and Vacancies. Except as otherwise required by law and subject to any rights of the holders of any series of Preferred

Stock to elect directors under specified circumstances, any newly created directorships resulting from an increase in the authorized number

of directors and any vacancies occurring in the Board of Directors resulting from death, resignation or other cause, may be filled by

the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining

director or by stockholders if such vacancy was caused by the action of the stockholders (in which event such vacancy may not be filled

by the directors or a majority thereof). A director so elected shall be elected to hold office until the earlier of the expiration of

the term of office of the director whom they have replaced, the election and qualification of a successor or such director’s death,

resignation or removal.

Section 5.04 Written

Ballot. Unless and except to the extent that the bylaws of the Corporation (the “Bylaws”) shall so require, the

election of directors of the Corporation need not be by written ballot.

ARTICLE VI

LIMITATION OF LIABILITY; INDEMNIFICATION

Section 6.01 Limitation

of Liability. To the fullest extent permitted by the DGCL as it currently exists or may hereafter be amended, a director of the Corporation

shall not be personally liable to the Corporation or to its stockholders for monetary damages for any breach of fiduciary duty as a director

or officer. No amendment to, modification of or repeal of this Section 6.01 shall apply to or have any effect on the liability or alleged

liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

Section 6.02 Indemnification.

The Corporation shall indemnify to the fullest extent permitted by law as it now exists or may hereafter be amended any person made or

threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact

that the person is or was a director, officer, employee or agent of the Corporation or any predecessor of the Corporation, or serves or

served at any other enterprise as a director, officer, employee or agent at the request of the Corporation or any predecessor to the Corporation.

Any amendment, repeal or modification of this Section 6.02 shall not adversely affect any right or protection hereunder of any person

in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE VII

SPECIAL MEETINGS OF STOCKHOLDERS

Except as otherwise required

by law and subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation

shall be called only by: (i) the Board of Directors pursuant to a resolution adopted by a majority of the entire Board; (ii) the Chair

of the Board of Directors, if any; or (iii) the Secretary of the Corporation, following receipt of one or more written demands to call

a special meeting of the stockholders from stockholders of record who own, in the aggregate, at least 25% of the voting power of the outstanding

shares of the Corporation then entitled to vote on the matter or matters to be brought before the proposed special meeting that complies

with the procedures for calling a special meeting of the stockholders as may be set forth in the Bylaws.

ARTICLE VIII

BYLAWS

Section 8.01 Board of

Directors. In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized and

empowered to adopt, amend, alter or repeal the Bylaws without any action on the part of the stockholders.

Section 8.02 Stockholders.

The stockholders shall also have the power to adopt, amend, alter or repeal the Bylaws; provided that, 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 this Certificate

of Incorporation, such adoption, amendment, alteration or repeal shall be approved by the affirmative vote of the holders of a majority

of the voting power of the shares of the then outstanding voting stock of the Corporation entitled to vote generally in the election of

directors, voting together as a single class.

ARTICLE IX

FORUM SELECTION

Unless

the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Court

of Chancery”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative

action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any current

or former director, officer or other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders,

(iii) any action asserting a claim arising pursuant to any provision of the DGCL or this Certificate of Incorporation or the Bylaws or

as to which the DGCL confers jurisdiction on the Court of Chancery or (iv) any action asserting a claim governed by the internal affairs

doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable

party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction

of the Court of Chancery within ten (10) days following such determination), which is vested in the exclusive jurisdiction of a court

or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. This provision

will not apply to claims arising under the Securities Act of 1933, as amended, the Exchange Act or other federal securities laws for which

there is exclusive federal or concurrent federal and state jurisdiction. If any provision or provisions of this Article IX shall be held

to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest

extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions

of this Article IX (including, without limitation, each portion of any sentence of this Article IX containing any such provision held

to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision

to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or

otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented

to the provisions of this Article IX.

ARTICLE X

SECTION 203 OF THE DGCL OPT OUT

The

Corporation shall not be governed or subject to Section 203 of the DGCL.

ARTICLE XI

AMENDMENTS

The Corporation reserves the

right to amend, alter or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed

by the laws of the State of Delaware, and all rights conferred herein are granted subject to this reservation; provided, however, that

notwithstanding any other provision of this Certificate of Incorporation or applicable law that might permit a lesser vote or no vote

and 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 this Certificate of Incorporation, the affirmative vote of the holders of at least 66 2/3% of the voting power of

the shares of the then outstanding voting stock of the Corporation entitled to vote generally in the election of directors, voting together

as a single class, shall be required to amend, alter, repeal or adopt any provisions inconsistent with this Article XI and Articles VII,

VIII , IX and X.

EX-3.2 — FORM OF BYLAWS OF PARENT

EX-3.2

Filename: ea030808801ex3-2.htm · Sequence: 4

Exhibit 3.2

Form of Bylaws of Parent

BYLAWS

RENAISSANCE NUCLEAR, INC.

ARTICLE I

Offices

Section 1.01

Registered Office. The registered office of Renaissance Nuclear, Inc. (the “Corporation”) will 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 1.02 Other

Offices. The Corporation may have other offices, both within and without the State of Delaware, as the board of directors of the

Corporation (the “Board of Directors” or the “Board”) from time to time shall determine or the

business of the Corporation may require.

ARTICLE II

Meetings of the Stockholders

Section 2.01 Place of Meetings; Meetings

by Remote Communications.

(a) Place

of Meetings. All meetings of the stockholders shall be held at such place, if any, either within or without the State of Delaware,

or by means of remote communication in the matter authorized by the General Corporation Law of the State of Delaware (the “DGCL”),

as shall be designated from time to time by resolution of the Board of Directors and stated in the notice of meeting.

(b) Meetings

by Remote Communications. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures

as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders 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.

Section

2.02 Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction

of such other business as may properly come before the meeting in accordance with these bylaws shall be held at such date, time and place,

if any, as shall be determined by the Board of Directors and stated in the notice of the meeting. The Board, the Chief Executive Officer

or the Chair of the Board (as defined in Section 3.17) may postpone, reschedule or cancel any previously scheduled annual meeting of stockholders.

Section 2.03 Special

Meetings.

(a) Purpose.

Except as may be otherwise required by law or provided in the Certificate of Incorporation, special meetings of stockholders for any purpose

or purposes shall be called only:

(i) by

the Board of Directors pursuant to a resolution adopted by a majority of the members of the Board;

(ii) by

the Chair of the Board, if any; or

(iii) by

the Secretary (as defined in Section 4.01), following receipt of one or more written demands to call a special meeting of the stockholders

from stockholders of record who own, in the aggregate, at least 25% of the voting power of the outstanding shares of the Corporation then

entitled to vote on the matter or matters to be brought before the proposed special meeting.

(b) Notice.

A request to the Secretary shall be delivered to the Secretary at the Corporation’s principal executive offices and signed by each

stockholder, or a duly authorized agent of such stockholder, requesting the special meeting and shall set forth:

(i) a

brief description of each matter of business desired to be brought before the special meeting;

(ii) the

reasons for conducting such business at the special meeting;

(iii) the

text of any proposal or business to be considered at the special meeting (including the text of any resolutions proposed to be considered

and in the event that such business includes a proposal to amend these bylaws, the language of the proposed amendment); and

(iv) the

information required in Section 2.12(b) of these bylaws (for stockholder nomination demands) or Section 2.12(c) of these bylaws (for all

other stockholder proposal demands), as applicable.

Business transacted at a special meeting requested by stockholders shall be limited to the matters described in the special meeting request;

provided, however, that nothing herein shall prohibit the Board of Directors from submitting matters to the stockholders at any

special meeting requested by stockholders.

(d) Time

and Date. A special meeting requested by stockholders shall be held at such date and time as may be fixed by the Board of Directors;

provided, however, that the date of any such special meeting shall be not more than ninety (90) days after the request to call

the special meeting is received by the Secretary. Notwithstanding the foregoing, a special meeting requested by stockholders shall not

be held if the special meeting request was made in a manner that involved a violation of Regulation 14A under the Securities Exchange

Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”).

(e) Revocation.

A stockholder may revoke a request for a special meeting at any time by written revocation delivered to the Secretary at the Corporation’s

principal executive offices, and if, following such revocation, there are unrevoked requests from stockholders holding in the aggregate

less than the requisite number of shares entitling the stockholders to request the calling of a special meeting, the Board of Directors,

in its discretion, may cancel the special meeting.

Section

2.04 Adjournments. Any meeting of stockholders, annual or special, may be adjourned from time to time to any other

time and to any other place, if any, at which a meeting of stockholders may be held under these bylaws by the Board, the chair of

the meeting or, if directed to be voted on by the chair of the meeting, by the stockholders having a majority in voting power of the

shares of stock of the Corporation present or represented at the meeting and entitled to vote thereon, although less than a quorum.

If the adjournment is for more than thirty (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 as of the record date so fixed for notice of

such adjourned meeting. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the

original meeting.

Section

2.05 Notice of Meetings. Notice of the place (if any), date, hour, the record date for determining the

stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of

the meeting) and means of remote communication, if any, of every meeting of stockholders shall be given by the Corporation not less

than ten (10) days nor more than sixty (60) days before the meeting (unless a different time is specified by law) to every

stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the

meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Without

limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given by a form of

electronic transmission consented to (in a manner consistent with the DGCL) by the stockholder to whom the notice is given. If

notice is given by mail, such notice shall be deemed given when deposited in the U.S. mail, postage prepaid, directed to the

stockholder at such stockholder’s address as it appears on the records of the Corporation. If notice is given by electronic

transmission, such notice shall be deemed given at the time specified in Section 232 of the DGCL. Notice of any meeting need not be

given to any stockholder who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting,

except when the stockholder attends 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. Any stockholder so waiving notice of the meeting shall be bound by

the proceedings of the meeting in all respects as if due notice thereof had been given.

Section 2.06 List of

Stockholders. The Corporation shall prepare a complete list of the stockholders entitled to vote at any meeting of stockholders (provided,

however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting,

the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical

order, and showing the address of each stockholder and the number of shares of capital stock of the Corporation registered in the name

of each stockholder no later than the tenth (10th) day before each meeting of the stockholders. Such list shall be open to the examination

of any stockholder, for any purpose germane to the meeting for a period of ten (10) 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 was provided with the

notice of the meeting; or (b) during ordinary business hours, at the principal place of business of the Corporation. Except as provided

by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the

stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.

Section

2.07 Quorum. Unless otherwise required by law, the Certificate of Incorporation or these bylaws, the holders of a

majority in voting power of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote at the

meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided,

however, that where a separate vote by a class or classes or series of capital stock is required by law or the Certificate of

Incorporation, the holders of a majority in voting power of the shares of such class or classes or series of the capital stock of

the Corporation issued and outstanding and entitled to vote on such matter, present in person or represented by proxy, shall

constitute a quorum entitled to take action with respect to such matter. A quorum, once established at a meeting, shall not be

broken by the subsequent withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or

represented at any meeting of the stockholders, then either (a) the chair of the meeting or (b) the stockholders by the affirmative

vote of the holders of a majority of the voting power of the stock present in person or represented by proxy at the meeting entitled

to vote thereon, shall have power to adjourn the meeting from time to time, in the manner provided in Section 2.04, until a quorum

shall be present or represented. At any such adjourned meeting at which there is a quorum, any business may be transacted that might

have been transacted at the meeting originally called.

Section 2.08

Organization. The Board of Directors may adopt by resolution such rules, regulations and procedures for the conduct of any

meeting of the stockholders as it shall deem appropriate. At every meeting of the stockholders, the Chair of the Board, if any, or,

in their absence or inability to act, the Chief Executive Officer (as defined in Section 4.01), or, in their absence or inability to

act, the officer or director whom the Board of Directors shall appoint pursuant to a resolution of the majority of the members of

the Board, shall act as chair of, and preside at, the meeting. The Secretary or, in the Secretary’s absence or inability to

act, the person whom the chair of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting. Except

to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of Directors, the chair of any

meeting of the stockholders 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 chair, are

appropriate for the proper conduct of the meeting. Such rules, regulations, or procedures, whether adopted by the Board of Directors

or prescribed by the chair of the meeting, may include, without limitation, the following:

(a) the

establishment of an agenda or order of business for the meeting;

(b) the

determination of when the polls shall open and close for any given matter to be voted on at the meeting;

and procedures for maintaining order at the meeting and the safety of those present;

(d) limitations

on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies

or such other persons as the chair of the meeting shall determine;

(e) restrictions

on entry to the meeting after the time fixed for the commencement thereof; and

(f) limitations

on the time allotted to questions or comments by participants.

Section 2.09 Voting;

Proxies.

(a) General.

Unless otherwise required by law or provided in the Certificate of Incorporation, each stockholder shall be entitled to one vote,

in person or by proxy, for each share of capital stock held by such stockholder.

(b) Election

of Directors. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the election of

directors at which a quorum is present, a plurality of the votes cast shall be sufficient to elect.

Matters. Unless otherwise required by law, the Certificate of Incorporation or these bylaws, any matter, other than the election of

directors, properly brought before any meeting of stockholders, at which a quorum is present, shall be decided by the affirmative vote

of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter.

(d) Proxies.

Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by

proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

The authorization of a person to act as proxy may be documented, signed and delivered in accordance with Section 116 of the DGCL), provided

that such authorization shall set forth, or be delivered with, information enabling the Corporation to determine the identity of the stockholder

granting such authorization. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled

with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy that is not irrevocable by attending

the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date.

Section 2.10

Inspectors at Meetings of Stockholders. In advance of any meeting of the stockholders, the Board of Directors, the Chair of the

Board, the Chief Executive Officer or the President shall appoint one or more inspectors, who may be employees of the Corporation,

to act at the meeting or any adjournment thereof and make a written report thereof. One or more other persons may be designated as

alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person

presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the

discharge of the inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict

impartiality and according to the best of their ability. The inspector or inspectors may appoint or retain other persons or entities

to assist the inspector or inspectors in the performance of their duties. In determining the validity and counting of proxies and

ballots cast at any meeting of stockholders, the inspector or inspectors may consider such information as is permitted by applicable

law. No person who is a candidate for office at an election may serve as an inspector at such election. When executing the duties of

inspector, the inspector or inspectors shall:

(a) ascertain

the number of shares outstanding and the voting power of each;

(b) determine

the shares represented at the meeting and the validity of proxies and ballots;

all votes and ballots;

(d) determine

and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and

(e) certify

their determination of the number of shares represented at the meeting and their count of all votes and ballots.

Section

2.11 Fixing the Record Date.

(a) In

order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment

thereof, the Board of Directors 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 of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days

before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the

stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a

later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board

of Directors, 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 of Directors may fix

a new record date for the determination of 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 the determination

of stockholders entitled to vote therewith at the adjourned meeting.

(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 of Directors may fix 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 sixty (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 of Directors adopts the resolution relating thereto.

Section

2.12 Advance Notice of Stockholder Nominations and Proposals.

(a) Annual

Meetings. At a meeting of the stockholders, only such nominations of persons for the election of directors and such other business

shall be conducted as shall have been properly brought before the meeting. Except for nominations that are included in the Corporation’s

annual meeting proxy statement pursuant to Section 2.13, to be properly brought before an annual meeting, nominations or such other business

must be:

(i) specified

in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or any committee thereof;

(ii) otherwise

properly brought before the meeting by or at the direction of the Board of Directors or any committee thereof; or

(iii) otherwise

properly brought before an annual meeting by a stockholder who is a stockholder of record of the Corporation at the time such notice of

meeting is delivered and at the time of the annual meeting of stockholders, who is entitled to vote at the meeting, and who complies with

the notice procedures set forth in this Section 2.12.

In addition, any proposal of business (other than

the nomination of persons for election to the Board of Directors) must be a proper matter for stockholder action. For business (including,

but not limited to, director nominations) to be properly brought before an annual meeting by a stockholder pursuant to Section 2.12(a)(iii),

the stockholder or stockholders of record intending to propose the business (the “Proposing Stockholder”) must have

given timely notice thereof pursuant to this Section 2.12(a), in writing to the Secretary even if such matter is already the subject of

any notice to the stockholders or Public Disclosure from the Board of Directors. To be timely, a Proposing Stockholder’s notice

for an annual meeting must be delivered to the Secretary at the principal executive offices of the Corporation: (x) not later than the

close of business on the ninetieth (90th) day, nor earlier than the close of business on the one hundred twentieth (120th) day, in advance

of the anniversary of the previous year’s annual meeting if such meeting is to be held on a day which is not more than thirty (30)

days in advance of the anniversary of the previous year’s annual meeting or not later than seventy (70) days after the anniversary

of the previous year’s annual meeting; and (y) with respect to any other annual meeting of stockholders, including in the event

that no annual meeting was held in the previous year, not earlier than the close of business on the one hundred twentieth (120th) day

prior to the annual meeting and not later than the close of business on the later of: (1) the ninetieth (90th) day prior to the annual

meeting and (2) the close of business on the tenth (10th) day following the first date of Public Disclosure of the date of such meeting.

In no event will the adjournment or postponement of an annual meeting (or the public announcement thereof) for which notice has already

been given or for which a public announcement of the meeting date has already been made, commence a new notice time period (or extend

any notice time period) for the giving of a stockholder’s notice as described above. For the purposes of this Section 2.12 and Section

2.13, “Public Disclosure” shall mean a disclosure made in a press release reported by the Dow Jones News Services,

The Associated Press, or a comparable national news service or in a document filed by the Corporation with the Securities and Exchange

Commission (”SEC”) pursuant to Section 13, 14, or 15(d) of the Exchange Act. The number of nominees a Proposing Stockholder

may nominate for election at an annual meeting (or in the case of a Proposing Stockholder giving the notice on behalf of a beneficial

owner, the number of nominees a Proposing Stockholder may nominate for election at the annual meeting on behalf of the beneficial owner)

shall not exceed the number of directors to be elected by stockholders generally at such annual meeting.

(b) Stockholder

Nominations. For the nomination of any person or persons for election to the Board of Directors pursuant to Section 2.12(a)(iii) or

Section 2.12(d), a Proposing Stockholder’s timely notice to the Secretary (in accordance with the time periods for delivery of timely

notice as set forth in this Section 2.12) shall set forth or include:

(i) the

name, age, business address and residence address of each nominee proposed in such notice;

(ii) the

principal occupation or employment of each such nominee;

(iii) the

class and number of shares of capital stock of the Corporation which are owned of record and beneficially by each such nominee (if any);

and

(iv) such

other information concerning each 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) or that is otherwise required to be

disclosed, under Section 14(a) of the Exchange Act.

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 that could be material to a reasonable stockholder’s understanding

of the independence, or lack thereof, of such nominee.

Stockholder Proposals. For all business other than director nominations, a Proposing Stockholder’s timely notice to the Secretary

(in accordance with the time periods for delivery of timely notice as set forth in this Section 2.12) shall set forth as to each matter

the Proposing Stockholder proposes to bring before the annual meeting:

(i) a

brief description of the business desired to be brought before the annual meeting;

(ii) the

reasons for conducting such business at the annual meeting;

(iii) the

text of any proposal or business (including the text of any resolutions proposed for consideration and in the event that such business

includes a proposal to amend these bylaws, the language of the proposed amendment);

(iv) any

substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such business of such Proposing Stockholder,

beneficial owner, if any, on whose behalf the business is being proposed, and any control person; and

(v) any

other information relating to such Proposing Stockholder, beneficial owner, if any, on whose behalf the proposal is being made, any control

person or any other participants (as defined in Item 4 of Schedule 14A under the Exchange Act) required to be disclosed in a proxy statement

or other filings required to be made in connection with solicitations of proxies for the proposal and pursuant to and in accordance with

Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder.

(d) Special

Meetings of Stockholders. Only 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 of Directors may be

made at a special meeting of stockholders called by the Board of Directors at which directors are to be elected pursuant to the Corporation’s

notice of meeting:

(i) by

or at the direction of the Board of Directors or any committee thereof; or

(ii) provided

that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who

is a stockholder of record at the time the notice provided for in this Section 2.12(d) is delivered to the Secretary and at the time of

the special meeting of stockholders, who is entitled to vote at the meeting, and upon such election and who complies with the notice procedures

set forth in this Section 2.12.

In the event the Corporation

calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder

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 such stockholder delivers a stockholder’s notice that complies with

the requirements of Section 2.12(b) to the Secretary at the principal executive offices of the Corporation not earlier than the close

of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business

on the later of: (x) the ninetieth (90th) day prior to such special meeting; or (y) the tenth (10th) day following the date of the first

Public Disclosure of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.

In no event shall an adjournment or postponement (or the public announcement thereof) commence a new time period (or extend any notice

time period) for the giving of a stockholder’s notice as described above. The number of nominees a stockholder may nominate for

election at a special meeting (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 the special meeting on behalf of the beneficial owner) shall not exceed the number of directors

to be elected by stockholders generally at such special meeting.

(e) Effect

of Noncompliance.

(i) Only

such persons who are nominated in accordance with the procedures set forth in this Section 2.12 or Section 2.13 shall be eligible to be

elected at any meeting of stockholders of the Corporation to serve as directors and only such other business shall be conducted at a meeting

as shall be brought before the meeting in accordance with the procedures set forth in this Section 2.12. The chair of the meeting, as

determined pursuant to Section 2.08, shall have the power and duty to determine whether a nomination or any other business proposed to

be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.12.

If any proposed nomination was not made or proposed in compliance with this Section 2.12, or other business was not made or proposed in

compliance with this Section 2.12, or if any stockholder, beneficial owner, control person, or any nominee for director acted contrary

to any representation or other agreement required by this Section 2.12 (or with any law, rule, or regulation identified therein) or provided

false or misleading information to the Corporation, then except as otherwise required by law, the chair of the meeting shall have the

power and duty to declare that such nomination shall be disregarded or that such proposed other business shall not be transacted. Notwithstanding

anything in these bylaws to the contrary, unless otherwise required by law, if a Proposing Stockholder intending to propose business or

make nominations at an annual meeting or propose a nomination at a special meeting pursuant to this Section 2.12 does not comply with

or provide the information required under this Section 2.12 to the Corporation, including the evidence required by Section 2.12(e)(ii)

by no later than five (5) business days prior to the applicable meeting or the Proposing Stockholder (or a qualified representative of

the Proposing Stockholder) does not appear at the meeting to present the proposed business or nominations, such business or nominations

shall not be considered, notwithstanding that proxies in respect of such business or nominations may have been received by the Corporation.

(ii) If

any stockholder provides notice pursuant to Rule 14a-19 under the Exchange Act, such stockholder shall deliver to the Corporation, no

later than five (5) business days prior to the applicable meeting, reasonable evidence that it has met all of the applicable requirements

of Rule 14a-19 under the Exchange Act. Without limiting the other provisions and requirements of this Section 2.12, unless otherwise required

by law, if any Proposing Stockholder provides such notice and either (A) fails to comply with the requirements of Rule 14a-19 under the

Exchange Act, or (B) fails to timely provide reasonable evidence of such compliance as required by this Section 2.12(e)(ii), then the

Proposing Stockholder’s nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included

as a nominee in the Corporation’s proxy statement, notice of meeting, or other proxy materials for any annual meeting (or any supplement

thereto) and the Corporation shall disregard any proxies or votes solicited for such stockholder’s nominees.

(f) Rule

14a-8. This Section 2.12 and Section 2.13 shall not apply to a proposal proposed to be made by a stockholder if the stockholder has notified

the Corporation of the stockholder’s intention to present the proposal at an annual or special meeting only pursuant to and in compliance

with Rule 14a-8 under the Exchange Act and such proposal has been included in a proxy statement that has been prepared by the Corporation

to solicit proxies for such meeting.

For purposes of this

Section 2.12 and Section 2.13, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer,

manager 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 person must produce such writing or electronic

transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

Section 2.13 Proxy

Access.

(a) Inclusion

of Proxy Access Stockholder Nominee in Proxy Statement. Subject to the provisions of this Section 2.13, the Corporation shall include

in its proxy statement (including its form of proxy) for an annual meeting of stockholders the name of any stockholder nominee for election

to the Board of Directors submitted pursuant to this Section 2.13 (each a “Proxy Access Stockholder Nominee”) provided:

(i) timely

written notice of such Proxy Access Stockholder Nominee satisfying this Section 2.13 (“Proxy Access Notice”) is delivered

to the Corporation by a stockholder of record or stockholder group that, at the time the Proxy Access Notice is delivered, satisfies the

ownership and other requirements of this Section 2.13 (such stockholder or stockholder group, the “Eligible Stockholder”);

(ii) the

Eligible Stockholder expressly elects in writing at the time of providing the Proxy Access Notice to have its Proxy Access Stockholder

Nominee included in the Corporation’s proxy statement pursuant to this Section 2.13; and

(iii) the

Eligible Stockholder and the Proxy Access Stockholder Nominee otherwise satisfy the requirements of this Section 2.13.

(b) Timely

Notice. To be timely, the Proxy Access Notice must be delivered to the Secretary at the principal executive offices of the Corporation,

not later than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the first anniversary of the date (as

stated in the Corporation’s proxy materials) on which the Corporation first mailed its proxy materials or a notice of availability

of proxy materials (whichever is earlier) in connection with the preceding year’s annual meeting of stockholders; provided, however,

that in the event that the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days

from the anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, the Proxy Access

Notice must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting

and not later than the close of business on the later of: (i) the ninetieth (90th) day prior to such annual meeting; or (ii) the tenth

(10th) day following the day on which Public Disclosure of the date of such annual meeting is first made by the Corporation. In no event

shall an adjournment or postponement of an annual meeting (or the public announcement thereof) commence a new time period (or extend any

time period) for the giving of the Proxy Access Notice.

to be Included in Proxy Statement. In addition to including the name of the Proxy Access Stockholder Nominee in the Corporation’s

proxy statement for the annual meeting, the Corporation shall also include (collectively, the “Required Information”):

(i) the

information concerning the Proxy Access Stockholder Nominee and the Eligible Stockholder that is required to be disclosed in the Corporation’s

proxy statement pursuant to the Exchange Act, and the rules and regulations promulgated thereunder; and

(ii) if

the Eligible Stockholder so elects, a written statement of the Eligible Stockholder (or in the case of a group, a written statement of

the group), not to exceed five hundred (500) words, in support of its Proxy Access Stockholder Nominee, which must be provided at the

same time as the Proxy Access Notice for inclusion in the Corporation’s proxy statement for the annual meeting (a “Statement”).

Notwithstanding

anything to the contrary contained in this Section 2.13, the Corporation may omit from its proxy materials any information or Statement

that it, in good faith, believes is untrue in any material respect (or omits a material fact necessary in order to make the statements

made, in light of the circumstances under which they are made, not misleading) or would violate any applicable law, rule, regulation,

or listing standard. Additionally, nothing in this Section 2.13 shall limit the Corporation’s ability to solicit against and include

in its proxy statement its own statements relating to any Proxy Access Stockholder Nominee.

(d) Proxy

Access Stockholder Nominee Limits. The number of Proxy Access Stockholder Nominees (including Proxy Access Stockholder Nominees that

were submitted by an Eligible Stockholder for inclusion in the Corporation’s proxy statement pursuant to this Section 2.13 but either

are subsequently withdrawn or that the Board of Directors decides to nominate) appearing in the Corporation’s proxy statement with

respect to a meeting of stockholders shall not exceed the greater of: (x) two (2); or (y) twenty percent (20%) of the number of directors

in office as of the last day on which notice of a nomination may be delivered pursuant to this Section 2.13 (the “Final Proxy

Access Nomination Date”) or, if such amount is not a whole number, the closest whole number below twenty percent (20%) (the

“Permitted Number”); provided, however, that:

(i) in

the event that one or more vacancies for any reason occurs on the Board of Directors at any time after the Final Proxy Access Nomination

Date and before the date of the applicable annual meeting of stockholders and the Board of Directors resolves to reduce the size of the

Board of Directors in connection therewith, the Permitted Number shall be calculated based on the number of directors in office as so

reduced;

(ii) any

Proxy Access Stockholder Nominee who is included in the Corporation’s proxy statement for a particular meeting of stockholders but

either: (A) withdraws from or becomes ineligible or unavailable for election at the meeting, or (B) does not receive a number of votes

cast in favor of their election at least equal to twenty-five percent (25%) of the shares present in person or represented by proxy at

the annual meeting and entitled to vote on the Proxy Access Stockholder Nominee’s election, shall be ineligible to be included in

the Corporation’s proxy statement as a Proxy Access Stockholder Nominee pursuant to this Section 2.13 for the next two (2) annual

meetings of stockholders following the meeting for which the Proxy Access Stockholder Nominee has been nominated for election;

(iii) any

director in office as of the nomination deadline who was included in the Corporation’s proxy statement as a Proxy Access Stockholder

Nominee for any of the two (2) preceding annual meetings and whom the Board of Directors decides to nominate for election to the Board

of Directors will be counted against the Permitted Number; and

(iv) any

director recommended by the Board of Directors pursuant to an agreement, arrangement, or other understanding with a stockholder or group

of stockholders (other than any such agreement, arrangement, or other understanding entered into in connection with an acquisition of

stock from the Corporation by such stockholder or group of stockholders) will be counted against the Permitted Number.

In the event that

the number of Proxy Access Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 2.13 exceeds the Permitted

Number, each Eligible Stockholder shall select one Proxy Access Stockholder Nominee for inclusion in the Corporation’s proxy statement

until the Permitted Number is reached, going in order of the amount (from greatest to least) of voting power of the Corporation’s

capital stock entitled to vote on the election of directors as disclosed in the Proxy Access Notice. If the Permitted Number is not reached

after each Eligible Stockholder has selected one Proxy Access Stockholder Nominee, this selection process shall continue as many times

as necessary, following the same order each time, until the Permitted Number is reached.

(e) Eligibility

of Nominating Stockholder; Stockholder Group. An Eligible Stockholder, and the beneficial owner, if any, on whose behalf the Proxy

Access Stockholder Nominee is being proposed, must have owned (as defined below) continuously for at least three (3) years a number of

shares that represents three percent (3%) or more of the outstanding shares of the Corporation entitled to vote in the election of directors

(the “Required Shares”) as of both the date the Proxy Access Notice is delivered to or received by the Corporation

in accordance with this Section 2.13 and the record date for determining stockholders entitled to vote at the meeting and must deliver

a statement regarding the Eligible Stockholder’s, and the beneficial owner’s, if any, on whose behalf the Proxy Access Stockholder

Nominee is being proposed, intent with respect to continued ownership of the Required Shares for at least one (1) year following the annual

meeting. For purposes of satisfying the ownership requirement under this Section 2.13, the voting power represented by the shares of the

Corporation’s capital stock owned by one or more stockholders of record, or by the beneficial owners, if any, on whose behalf the

Proxy Access Stockholder Nominee is being proposed, may be aggregated, provided that:

(i) the

number of stockholders of record and, if and to the extent that a holder of record is acting on behalf of one or more beneficial owners,

of such beneficial owners, whose stock ownership is aggregated for the purpose of satisfying the ownership requirement under this Section

2.13 shall not exceed twenty (20); and

(ii) each

stockholder of record or beneficial owner whose shares are aggregated shall have held such shares continuously for at least three (3)

years as required by this Section 2.13.

Whenever an Eligible

Stockholder consists of a group of stockholders of record and/or beneficial owners, any and all requirements and obligations for an Eligible

Stockholder set forth in this Section 2.13 must be satisfied by and as to each such stockholder or beneficial owner, except that shares

may be aggregated to meet the Required Shares as provided in this Section 2.13(e). With respect to any one particular annual meeting,

no shares may be attributed to more than one Eligible Stockholder, and no stockholder of record or beneficial owner, alone or together

with any of its affiliates, may individually or as a member of a group qualify as or constitute more than one Eligible Stockholder under

this Section 2.13.

(f) Funds.

A group of two or more funds shall be treated as one stockholder of record or beneficial owner for this Section 2.13 provided that the

other terms and conditions in this Section 2.13 are met (including Section 2.13(h)(v)(A)) and the funds are:

(i) under

common management and investment control;

(ii) under

common management and funded primarily by the same employer (or by a group of related employers that are under common control); or

(iii) a

“group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940,

as amended.

(g) Ownership.

For purposes of this Section 2.13, a stockholder of record or a beneficial owner, as the case may be, shall be deemed to “own”

only those outstanding shares of the Corporation’s capital stock as to which the stockholder of record, or, if such stockholder

is a nominee, custodian, or other agent that is holding the shares on behalf of a beneficial owner, that the beneficial owner on whose

behalf the Proxy Access Stockholder Nominee is being proposed, possesses both:

(i) the

full voting and investment rights pertaining to the shares; and

(ii) the

full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated

in accordance with clauses (i) and (ii) shall not include any shares:

(A) sold

by such stockholder or beneficial owner or any of their respective affiliates in any transaction that has not been settled or closed,

(B) borrowed

by such stockholder or beneficial owner or any of their respective affiliates for any purposes or purchased by such stockholder or beneficial

owner or any of their respective affiliates pursuant to an agreement to resell, or

to any option, warrant, forward contract, swap, contract of sale, other derivative, or similar agreement entered into by such stockholder,

beneficial owner, or any of their respective affiliates, whether any such instrument or agreement is to be settled with shares or with

cash based on the notional amount or value of outstanding shares of the Corporation’s capital stock, in any such case which instrument

or agreement has, or is intended to have, the purpose or effect of: (1) reducing in any manner, to any extent or at any time in the future,

such stockholder’s, beneficial owner’s, or affiliate’s full right to vote or direct the voting of any such shares; and/or

(2) hedging, offsetting, or altering to any degree gain or loss arising from the full economic ownership of such shares by such stockholder,

beneficial owner, or affiliate.

An Eligible Stockholder

and beneficial owner, if any, on whose behalf the Proxy Access Stockholder Nominee is proposed “owns” shares held in

the name of a nominee or other intermediary so long as the Eligible Stockholder or beneficial owner, as applicable, retains the right

to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares.

An Eligible Stockholder’s and beneficial owner’s ownership of shares shall be deemed to continue during any period in which

the Eligible Stockholder or beneficial owner, as applicable, has delegated any voting power by means of a proxy, power of attorney, or

other instrument or arrangement that is revocable at any time by the Eligible Stockholder or beneficial owner, as applicable. An Eligible

Stockholder’s and beneficial owner’s ownership of shares shall be deemed to continue during any period in which the Eligible

Stockholder or beneficial owner, as applicable, has loaned such shares, provided that the Eligible Stockholder or beneficial owner, as

applicable, has the power to recall such loaned shares on five (5) business days’ notice and recalls such loaned shares not more

than five (5) business days after being notified that any of its Proxy Access Stockholder Nominees will be included in the Corporation’s

proxy statement. The terms “owned,” “owning,” and other variations of the word “own”

shall have correlative meanings. For purposes of this Section 2.13, the term “affiliate” shall have the meaning ascribed

thereto in the regulations promulgated under the Exchange Act.

(h) Nomination

Notice and Other Eligible Stockholder Deliverables. An Eligible Stockholder must provide with its Proxy Access Notice the following

information in writing to the Secretary:

(i) one

or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been

held during the requisite three (3)-year holding period) verifying that, as of a date within seven (7) calendar days prior to the date

the Proxy Access Notice is delivered to or received by the Corporation, the Eligible Stockholder and beneficial owner, if any, on whose

behalf the Proxy Access Stockholder Nominee is proposed owns, and has owned continuously for the preceding three (3) years, the Required

Shares, and the Eligible Stockholder’s and beneficial owner’s agreement to provide:

(A) within

five (5) business days after the record date for the meeting, written statements from the record holder and intermediaries verifying the

Eligible Stockholder’s and any applicable beneficial owner’s continuous ownership of the Required Shares through the record

date, and

(B) immediate

notice if the Eligible Stockholder, or beneficial owner, if any, on whose behalf the Proxy Access Stockholder Nominee is proposed ceases

to own any of the Required Shares prior to the date of the applicable annual meeting of stockholders;

(ii) the

representation and agreement of the Eligible Stockholder and beneficial owner, if any, on whose behalf the Proxy Access Stockholder Nominee

is proposed that it:

(A) intends

to continue to satisfy the eligibility requirements described in this Section 2.13 through the date of the annual meeting, including a

statement regarding its intent with respect to continued ownership of the Required Shares for at least one (1) year following the annual

meeting,

(B) acquired

the Required Shares in the ordinary course of business and not with the intent to change or influence control of the Corporation, and

does not presently have such intent,

not nominated and will not nominate for election to the Board of Directors at the meeting any person other than the Proxy Access Stockholder

Nominee(s) being nominated pursuant to this Section 2.13,

(D) has

not engaged and will not engage in, and has not and will not be, a “participant” in another person’s “solicitation”

within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the meeting other

than its Proxy Access Stockholder Nominee(s) or any nominee of the Board of Directors,

(E) will

not distribute to any stockholder any form of proxy for the meeting other than the form distributed by the Corporation,

(F) has

provided and will provide facts, statements, and other information in all communications with the Corporation and its stockholders that

are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make

the statements made, in light of the circumstances under which they were made, not misleading,

(G) agrees

to assume all liability stemming from any legal or regulatory violation arising out of its communications with the Corporation’s

stockholders or out of the information that it provides to the Corporation,

(H) agrees

to indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss

or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against

the Corporation or any of its directors, officers or employees arising out of any nomination submitted by the Eligible Stockholder pursuant

to this Section 2.13,

(I) will

file with the SEC any solicitation or other communication with the Corporation’s stockholders relating to the meeting at which the

Proxy Access Stockholder Nominee will be nominated, regardless of whether any such filing is required under Section 14 of the Exchange

Act and the rules and regulations promulgated thereunder or whether any exemption from filing is available for such solicitation or other

communication under Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, and

(J) will

comply with all other applicable laws, rules, regulations, and listing standards with respect to any solicitation in connection with the

meeting;

(iii) the

written consent of each Proxy Access Stockholder Nominee to be named in the Corporation’s proxy statement, and form of proxy and,

as a nominee and, if elected, to serve as a director;

(iv) a

copy of the Schedule 14N (or any successor form) that has been filed with the SEC as required by Rule 14a-18 under the Exchange Act;

(v) in

the case of a nomination by a stockholder group that together is an Eligible Stockholder:

(A) documentation

satisfactory to the Corporation demonstrating that a group of funds qualifies pursuant to the criteria set forth in Section 2.13(f) to

be treated as one stockholder or person for purposes of this Section 2.13, and

(B) the

designation by all group members of one group member that is authorized to act on behalf of all members of the nominating stockholder

group with respect to the nomination and matters related thereto, including withdrawal of the nomination; and

(vi) if

desired, a Statement.

(i) Stockholder

Nominee Agreement. Each Proxy Access Stockholder Nominee must:

(i) provide

within five (5) business days of the Corporation’s request an executed agreement, in a form deemed satisfactory to the Corporation,

providing the following representations:

(A) the

Proxy Access Stockholder Nominee has read and agrees to adhere to the Corporation’s policies or guidelines applicable to directors,

including with regard to securities trading, and

(B) the

Proxy Access Stockholder Nominee is not and will not become a party to: (1) any Voting Commitment that has not been disclosed to the Corporation;

or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the

Corporation, with such person’s fiduciary duties under applicable law and

Proxy Access Stockholder Nominee is not and will not become a party to any Compensation Arrangement in connection with such person’s

nomination for director or service as a director that has not been disclosed to the Corporation;

(ii) complete,

sign, and submit all questionnaires required of the Corporation’s Board of Directors within five (5) business days of receipt of

each such questionnaire from the Corporation; and

(iii) provide

within five (5) business days of the Corporation’s request such additional information as the Corporation determines may be necessary

to permit the Board of Directors to determine whether such Proxy Access Stockholder Nominee meets the requirements of this Section 2.13

or the Corporation’s requirements with regard to director qualifications and policies and guidelines applicable to directors, including

whether:

(A) such

Proxy Access Stockholder Nominee is independent under the independence requirements, including the committee independence requirements,

set forth in the listing standards of the stock exchange on which shares of the Corporation’s capital stock are listed, any applicable

rules of the SEC, and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of

the directors (the “Independence Standards”),

(B) such

Proxy Access Stockholder Nominee has any direct or indirect relationship with the Corporation that has not been deemed categorically immaterial

pursuant to the Corporation’s policies or guidelines applicable to directors, including with regard to securities trading, and

Proxy Access Stockholder Nominee is not and has not been subject to: (1) any event specified in Item 401(f) of Regulation S-K under the

Securities Act of 1933, as amended (the “Securities Act”), or (2) any order of the type specified in Rule 506(d) of

Regulation D under the Securities Act.

(j) Eligible

Stockholder/Proxy Access Stockholder Nominee Undertaking. In the event that any information or communications provided by the Eligible

Stockholder or Proxy Access Stockholder Nominee to the Corporation or its stockholders ceases to be true and correct in any respect or

omits a fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each Eligible

Stockholder or Proxy Access Stockholder Nominee, as the case may be, shall promptly notify the Secretary in writing of any such inaccuracy

or omission in such previously provided information and of the information that is required to make such information or communication

true and correct. Notwithstanding the foregoing, the provision of any such notification pursuant to the preceding sentence shall not be

deemed to cure any defect or limit the Corporation’s right to omit a Proxy Access Stockholder Nominee from its proxy materials as

provided in this Section 2.13.

(k) Exceptions

Permitting Exclusion of Proxy Access Stockholder Nominee. The Corporation shall not be required to include pursuant to this Section

2.13 a Proxy Access Stockholder Nominee in its proxy statement (or, if the proxy statement has already been filed, to allow the nomination

of a Proxy Access Stockholder Nominee, notwithstanding that proxies in respect of such vote may have been received by the Corporation):

(i) if

the Eligible Stockholder who has nominated such Proxy Access Stockholder Nominee, or the beneficial owner, if any, on whose behalf such

Proxy Access Stockholder Nominee has been proposed, has nominated for election to the Board of Directors at the meeting any person other

than pursuant to this Section 2.13, or has or is engaged in, or has been or is a “participant” in another person’s,

“solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as

a director at the meeting other than its Proxy Access Stockholder Nominee(s) or any nominee of the Board of Directors;

(ii) if

the Corporation has received a notice (whether or not subsequently withdrawn) that a stockholder intends to nominate any candidate for

election to the Board of Directors pursuant to the advance notice requirements in Section 2.12 of these bylaws;

(iii) who

is not independent under the Independence Standards;

(iv) whose

election as a member of the Board of Directors would violate or cause the Corporation to be in violation of these bylaws, the Corporation’s

Certificate of Incorporation, or other document setting forth qualifications for directors, the listing standards of the stock exchange

on which shares of the Corporation’s capital stock are listed, or any applicable state or federal law, rule, or regulation;

(v) if

the Proxy Access Stockholder Nominee is or becomes a party to any undisclosed Voting Commitment;

(vi) if

the Proxy Access Stockholder Nominee is or becomes a party to any undisclosed Compensation Arrangement;

(vii) who

is or has been, within the past three (3) years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust

Act of 1914;

(viii) who

is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such

a criminal proceeding within the past ten (10) years;

(ix) who

is subject to any order of the type specified in Rule 506(d) of Regulation D under the Securities Act; or

(x) if

such Proxy Access Stockholder Nominee or the applicable Eligible Stockholder, or the beneficial owner, if any, on whose behalf the Proxy

Access Stockholder Nominee is proposed, shall have provided information to the Corporation in respect of such nomination that was untrue

in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances

under which they were made, not misleading or shall have breached its or their agreements, representations, undertakings, or obligations

pursuant to this Section 2.13.

(l) Invalidity.

Notwithstanding anything to the contrary set forth herein, the Board of Directors or the person presiding at the meeting shall be entitled

to declare a nomination by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies

in respect of such vote may have been received by the Corporation; and the Corporation shall not be required to include in its proxy statement

any successor or replacement nominee proposed by the applicable Eligible Stockholder or any other Eligible Stockholder if:

(i) the

Proxy Access Stockholder Nominee, the applicable Eligible Stockholder, or applicable beneficial owner, if any, on whose behalf the Proxy

Access Stockholder Nominee is proposed shall have breached its or their agreements, representations, undertakings, or obligations pursuant

to this Section 2.13, as determined by the Board of Directors or the person presiding at the meeting; or

(ii) the

Eligible Stockholder (or a qualified representative thereof) does not appear at the meeting to present any nomination pursuant to this

Section 2.13.

(m) Interpretation.

The Board of Directors (and any other person or body authorized by the Board of Directors) shall have the power and authority to interpret

this Section 2.13 and to make any and all determinations necessary or advisable to apply this Section 2.13 to any persons, facts, or circumstances,

including the power to determine whether:

(i) a

person or group of persons qualifies as an Eligible Stockholder;

(ii) outstanding

shares of the Corporation’s capital stock are “owned” for purposes of meeting the ownership requirements of this Section

2.13;

(iii) a

notice complies with the requirements of this Section 2.13;

(iv) a

person satisfies the qualifications and requirements to be a Proxy Access Stockholder Nominee;

(v) inclusion

of the Required Information in the Corporation’s proxy statement is consistent with all applicable laws, rules, regulations, and

listing standards; and

(vi) any

and all requirements of this Section 2.13 have been satisfied.

Any such interpretation

or determination adopted in good faith by the Board of Directors (or any other person or body authorized by the Board of Directors) shall

be conclusive and binding on all persons, including the Corporation and all record or beneficial owners of stock of the Corporation.

Section 2.14 Notices

to the Corporation. Whenever notice is to be given to the Corporation by a stockholder under any provision of law or of the Certificate

of Incorporation or these bylaws, such notice shall be delivered to the Secretary at the principal executive offices of the Corporation.

If delivered by electronic transmission, the stockholder’s notice shall be directed to the Secretary at the electronic mail address

or facsimile number, as the case may be, specified in the Corporation’s most recent proxy statement.

ARTICLE III

Board of Directors

Section

3.01 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the

Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of

Incorporation, these bylaws, or applicable law, as it may deem proper for the conduct of its meetings and the management of the

Corporation.

Section 3.02 Number;

Term of Office. Except as may be otherwise required by law or provided in the Certificate of Incorporation, the Board of Directors

shall consist of not less than one (1) director, as fixed from time to time solely by resolution of a majority of the total number of

directors that the Corporation would have if there were no vacancies. Each director shall hold office until a successor is duly elected

and qualified or until the director’s earlier death, resignation, disqualification, or removal.

Section

3.03 Newly Created Directorships and Vacancies. Except as may be otherwise required by law or provided in the

Certificate of Incorporation, any newly created directorships resulting from an increase in the authorized number of directors and

any vacancies occurring in the Board of Directors may be filled by the affirmative votes of a majority of the remaining members of

the Board of Directors, although less than a quorum, or by a sole remaining director or by stockholders if such vacancy was caused

by the action of the stockholders (in which event such vacancy may not be filled by the directors or a majority thereof). A director

so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom the

director has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or

removal.

Section

3.04 Resignation. Any director may resign at any time by delivering a resignation in writing or by electronic

transmission to the Corporation at its principal office or to the Chair of the Board, the Chief Executive Officer, the President or

the Secretary. Such resignation shall be effective upon delivery unless it is specified to be effective at some later time or upon

the happening of some later event. A resignation that is conditioned on a director failing to receive a specified vote for

reelection as a director may provide that it is irrevocable. A verbal resignation shall not be deemed effective until confirmed by

the director in writing or by electronic transmission to the Corporation.

Section 3.05

Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders holding a majority of the

shares then entitled to vote at an election of directors may remove any director from office with or without cause.

Section

3.06 Fees and Expenses. Directors shall receive such reasonable fees for their services on the Board of Directors

and any committee thereof and such reimbursement of their actual and reasonable expenses as may be fixed or determined by the Board of

Directors.

Section

3.07 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and at

such places, if any, as may be determined from time to time by the Board of Directors.

Section

3.08 Special Meetings. Special meetings of the Board of Directors may be held at such times and at such places, if

any, as may be determined by the Chair of the Board, if any, or the Chief Executive Officer on at least twenty-four (24)

hours’ notice to each director given by one of the means specified in Section 3.11 hereof other than by mail or on at least

three (3) days’ notice if given by mail. Special meetings shall be called by the Chair of the Board or the Chief Executive

Officer in like manner and on like notice on the written request of a majority of the directors then in office. The notice need not

state the purposes of the special meeting and, unless indicated in the notice thereof, any and all business may be transacted at a

special meeting.

Section

3.09 Telephone Meetings. Board of Directors or Board of Directors committee meetings may be held by means of

telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each

other and be heard. Participation by a director in a meeting pursuant to this Section 3.09 shall constitute presence in person at

such meeting.

Section

3.10 Adjourned Meetings. A majority of the directors present at any meeting of the Board of Directors, including

an adjourned meeting, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least twenty-four

(24) hours’ notice of any adjourned meeting of the Board of Directors shall be given to each director whether or not present at

the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.11 hereof other than by mail, or

at least three (3) days’ notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted

at the meeting as originally called.

Section

3.11 Notices. Subject to Section 3.08, Section 3.10 and Section 3.12 hereof, whenever notice is required to be

given to any director by applicable law, the Certificate of Incorporation or these bylaws, such notice shall be deemed given

effectively if given in person or by telephone, mail addressed to such director at such director’s address as it appears on

the records of the Corporation, facsimile, email, or by other means of electronic transmission.

Section

3.12 Waiver of Notice. Whenever notice to directors is required by applicable law, the Certificate of

Incorporation or these bylaws, a waiver thereof, in writing signed by, or by electronic transmission by, the director entitled to

the notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance by a director at a

meeting shall constitute a waiver of notice of such meeting except when the director attends a meeting for the express purpose of

objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully

called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special Board of Directors or

committee meeting need be specified in any waiver of notice.

Section 3.13

Organization. At each regular or special meeting of the Board of Directors, the Chair of the Board, if any, or, in the

Chair’s absence, another director or officer selected by the Board of Directors pursuant to a resolution of the majority of

the members of the Board shall preside. The Secretary shall act as secretary at each meeting of the Board of Directors. If the

Secretary is absent from any meeting of the Board of Directors, an assistant secretary of the Corporation shall perform the duties

of secretary at such meeting; and in the absence from any such meeting of the Secretary and all assistant secretaries of the

Corporation, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

Section

3.14 Quorum of Directors. Except as otherwise provided by these bylaws, the Certificate of Incorporation, or

required by applicable law, the presence of a majority of the total number of directors on the Board of Directors shall be necessary

and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section

3.15 Action by Majority Vote. Except as otherwise provided by these bylaws, the Certificate of Incorporation, or

required by applicable law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act

of the Board of Directors.

Section

3.16 Directors’ Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or

these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be

taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic

transmission and any consent may be documented, signed and delivered in any manner permitted by Section 116 of the DGCL. After an action

is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board of Directors or committee

in accordance with applicable law.

Section 3.17 Chair of

the Board. The Board of Directors may appoint one of its members to be its chair (the “Chair of the Board”). The

Chair of the Board may be removed as Chair of the Board pursuant to a resolution adopted by a majority of the entire Board. Except as

otherwise provided in these bylaws, the Chair of the Board shall preside at all meetings of the Board of Directors and of stockholders.

The Chair of the Board shall perform such other duties and services as shall be assigned to or required of the Chair of the Board by the

Board of Directors and these bylaws.

Section

3.18 Committees of the Board of Directors. The Board of Directors may designate one or more committees, each committee

to consist of one or more of the directors of the Corporation. The Board of Directors 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. If a member of a committee

shall be absent from any meeting, or disqualified from voting, the remaining member or members present at the meeting and not disqualified

from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors

to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable

law, shall have and may exercise all the powers and authority of the Board of Directors 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 to the extent so authorized

by the Board of Directors; but no such committee shall have the power or authority in reference to the following matters: (a) 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 (b) adopting, amending or repealing any provision of these bylaws. Unless

the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee

shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting

at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board

of Directors provides otherwise, each committee designated by the Board of Directors may make, alter, and repeal rules and procedures

for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner

as the Board of Directors conducts its business pursuant to this ARTICLE III.

ARTICLE IV

Officers

Section

4.01 Positions and Election. The officers of the Corporation shall be elected or appointed by the Board of Directors and

shall include a chief executive officer (the “Chief Executive Officer”), a president (the “President”),

a chief financial officer (the “Chief Financial Officer”), a treasurer (the “Treasurer”) and a secretary

(the “Secretary”). The Board of Directors, in its discretion, may also elect or appoint one or more vice presidents,

assistant treasurers, assistant secretaries and other officers in accordance with these bylaws. Any two or more offices may be held by

the same person.

Section

4.02 Term. Each officer of the Corporation shall hold office until such officer’s successor is elected and

qualified or until such officer’s earlier death, resignation or removal. Any officer elected or appointed by the Board of Directors

may be removed by the Board of Directors at any time with or without cause by the majority vote of the members of the Board of Directors

then in office. The removal of an officer shall be without prejudice to such officer’s contract rights, if any. The election or

appointment of an officer shall not of itself create contract rights. Any officer of the Corporation may resign at any time by delivering

a resignation in writing, or by electronic transmission, to the Corporation at its principal office or to the Board of Directors, the

Chief Executive Officer, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the

time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein,

the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy occur among the officers, the position

shall be filled for the unexpired portion of the term by appointment made by the Board of Directors.

Section 4.03 Chief Executive

Officer. The Chief Executive Officer shall, subject to the provisions of these bylaws and the control of the Board of Directors, have

general supervision, direction and control over the business of the Corporation and over its officers. The Chief Executive Officer shall

perform all duties incident to the office of the Chief Executive Officer, and any other duties as may be from time to time assigned to

the Chief Executive Officer by the Board of Directors, in each case subject to the control of the Board of Directors.

Section 4.04 President.

The President shall report and be responsible to the Chief Executive Officer. The President shall have such powers and perform such duties

as from time to time may be assigned or delegated to the President by the Board of Directors or the Chief Executive Officer or that are

incident to the office of president.

Section

4.05 Vice Presidents. Each vice president of the Corporation shall have such powers and perform such duties as may

be assigned to them from time to time by the Board of Directors, the Chief Executive Officer, or the President, or that are incident to

the office of vice president.

Section 4.06 Secretary.

The Secretary shall keep full and complete records of the proceedings of the Board of Directors and all meetings of the stockholders and

record all votes and the minutes of all proceedings, and shall perform like duties for committees of the Board of Directors when required.

The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors, and

shall perform such other duties as may be prescribed by the Board of Directors, the Chair of the Board, or the Chief Executive Officer.

The Secretary shall keep in safe custody the seal of the Corporation and have authority to affix the seal to all documents requiring it

and attest to the same.

Section

4.07 Chief Financial Officer. The Chief Financial Officer shall be the principal financial officer of the Corporation

and shall have such powers and perform such duties as may be assigned by the Board of Directors, the Chair of the Board, or the Chief

Executive Officer.

Section 4.08 Treasurer.

The Treasurer shall exercise general supervision over the receipt, custody, and disbursement of corporate funds. The Treasurer shall cause

the funds of the Corporation to be deposited in such banks as may be authorized by the Board of Directors, or in such banks as may be

designated as depositaries in the manner provided by resolution of the Board of Directors. The Treasurer shall have such further powers

and duties as shall be prescribed from time to time by the Board of Directors, the Chief Executive Officer, or the President.

Section

4.09 Other Officers. Such other officers as the Board of Directors may elect or appoint shall perform such duties

and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any

other officer of the Corporation the power to appoint such other officers and to prescribe their respective duties and powers.

Section 4.10 Duties

of Officers May Be Delegated. In case any officer is absent, or for any other reason that the Board of Directors may deem sufficient,

the Chief Executive Officer or the President or the Board of Directors may delegate for the time being the powers or duties of such officer

to any other officer or to any director.

ARTICLE V

INDEMNIFICATION

Section 5.01 Indemnification.

The Corporation shall indemnify and hold harmless each person who was or is made or is threatened to be made a party or is otherwise involved

in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason

of the fact that such person, or a person for whom such person is the legal representative, is or was a director, officer, employee or

agent of the Corporation or, while a director, officer, employee or agent 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, enterprise or nonprofit

entity, including service with respect to employee benefit plans, to the fullest extent permitted by applicable law as it presently exists

or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise

taxes and penalties and amounts paid or to be paid in settlement) actually and reasonably incurred by such person. Notwithstanding the

preceding sentence, the Corporation shall be required to indemnify and hold harmless a person in connection with a Proceeding (or part

thereof) commenced by such person only if the commencement of such Proceeding (or part thereof) by the person was authorized in the specific

case by the Board of Directors.

Section 5.02 Advancement

of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by a director,

officer, employee or agent of the Corporation in defending any Proceeding in advance of its final disposition, upon receipt of an undertaking

by or on behalf of such person to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which

there is no further right to appeal that such person is not entitled to be indemnified for such expenses under Section 5.01 or otherwise.

Payment of such expenses actually and reasonably incurred by such person may be made by the Corporation, subject to such terms and conditions

as the Board of Directors of the Corporation in their discretion deems appropriate.

Section 5.03 Non-Exclusivity

of Rights. The rights conferred on any person by this ARTICLE V will not be exclusive of any other right which such person may have

or hereafter acquire under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or

disinterested directors or otherwise, both as to action in their 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.

Section 5.04 Other Indemnification.

The Corporation’s obligation, if any, to indemnify and hold harmless any person who was or is serving at its request as a director,

officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced

by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or

nonprofit entity.

Section 5.05 Insurance.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of

the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation,

partnership, joint venture, trust, enterprise or nonprofit entity against any liability asserted against them and incurred by them in

any such capacity, or arising out of their status as such, whether or not the Corporation would have the power to indemnify such person

against such liability under the provisions of the DGCL.

Section 5.06 Repeal,

Amendment or Modification. Any amendment, repeal or modification of this ARTICLE V shall not adversely affect any right or protection

hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE VI

Stock Certificates and Their Transfer

Section

6.01 Certificates Representing Shares. The shares of stock of the Corporation shall be represented by certificates;

provided that the Board of Directors may provide by resolution or resolutions that some or all of any class or series shall be uncertificated

shares that may be evidenced by a book-entry system maintained by the registrar of such stock. If shares are represented by certificates,

such certificates shall be in the form, other than bearer form, approved by the Board of Directors. The certificates representing shares

of stock shall be signed by, or in the name of, the Corporation by any two authorized officers of the Corporation. Any or all such signatures

may be facsimiles. In case any officer, transfer agent or registrar who has signed such a certificate ceases to be an officer, transfer

agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if

the signatory were still such at the date of its issue.

Section

6.02 Transfers of Stock. Stock of the Corporation shall be transferable in the manner prescribed by law and in these

bylaws. Transfers of stock shall be made on the books administered by or on behalf of the Corporation only by the direction of the registered

holder thereof or such person’s attorney, lawfully constituted in writing, and, in the case of certificated shares, upon the surrender

to the Corporation or its transfer agent or other designated agent of the certificate thereof, which shall be cancelled before a new certificate

or uncertificated shares shall be issued.

Section

6.03 Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to

appoint, one or more transfer agents and one or more registrars.

Section

6.04 Lost, Stolen or Destroyed Certificates. The Board of Directors or the Secretary may direct a new certificate

or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen

or destroyed upon the making of an affidavit of that fact by the owner of the allegedly lost, stolen or destroyed certificate. When authorizing

such issue of a new certificate or uncertificated shares, the Board of Directors or the Secretary may, in its discretion and as a condition

precedent to the issuance thereof, require the owner of the lost, stolen or destroyed certificate, or the owner’s legal representative

to give the Corporation a bond sufficient to indemnify it 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 or uncertificated shares.

ARTICLE VII

General Provisions

Section

7.01 Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors. The

seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law

or custom or by the Board of Directors.

Section

7.02 Fiscal Year. Except as from time to time otherwise designated by the Board, the fiscal year of the Corporation

shall begin on the first day of January of each year and end on the last day of December in each year.

Section

7.03 Checks, Notes, Drafts, Etc. All checks, notes, drafts, or other orders for the payment of money of the Corporation

shall be signed, endorsed, or accepted in the name of the Corporation by such officer, officers, person, or persons as from time to time

may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

Section

7.04 Conflict with Applicable Law or Certificate of Incorporation. These bylaws are adopted subject to any applicable

law and the Certificate of Incorporation. Whenever these bylaws may conflict with any applicable law or the Certificate of Incorporation,

such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

Section 7.05 Books and

Records. Any records administered by or on behalf of the Corporation in the regular course of its business, including its stock ledger,

books of account, and minute books, may be maintained on any information storage device, method, or one or more electronic networks or

databases (including one or more distributed electronic networks or databases); provided that the records so kept can be converted into

clearly legible paper form within a reasonable time, and, with respect to the stock ledger, the records so kept comply with Section 224

of the DGCL. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant

to applicable law.

Section 7.06 Forum for

Adjudication of Disputes.

(a) Unless

the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the

Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no court located within

the State of Delaware has jurisdiction, the federal district court for the State of Delaware) shall, to the fullest extent permitted by

law, be the sole and exclusive forum for:

(i) any

derivative action or proceeding brought on behalf of the Corporation;

(ii) any

action asserting a claim for breach of a fiduciary duty owed by any current or former director, officer, employee, or stockholder of the

Corporation to the Corporation or the Corporation’s stockholders;

(iii) any

action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the Certificate of Incorporation or

these bylaws (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State

of Delaware;

(iv) any

action asserting a claim governed by the internal affairs doctrine; or

(v) any

action asserting a claim relating to the business of the Corporation, the conduct of its affairs, or the rights or powers of the Corporation

or its stockholders, directors or officers;

in each case, subject

to said court having personal jurisdiction over the indispensable parties named as defendants therein.

If any action the

subject matter of which is within the scope of this Section 7.06 is filed in a court other than a court located within the State of Delaware

(a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to: (i) the

personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any

such court to enforce this Section 7.06 (an “Enforcement Action”); and (ii) having service of process made upon such

stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have

notice of and consented to the provisions of this Section 7.06(a).

(b) Unless

the Corporation consents in writing to the selection of an alternative forum, 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. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be

deemed to have notice of and consented to the provisions of this Section 7.06(b).

Section 7.07 Severability.

Any determination that any provision of these bylaws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate

any other provision of these bylaws.

Section 7.08 Waiver

of Notice. Whenever notice is required to be given by law, by the Certificate of Incorporation or by these 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, at or

after the time of the event for which notice is to be given, shall be deemed equivalent to notice required to be given to such person.

Neither the business nor the purpose of any meeting need be specified in any such waiver. 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.

ARTICLE VIII

Amendments

These bylaws may be adopted,

amended or repealed by the affirmative vote of the holders of a majority of the voting power of the shares of the then outstanding voting

stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class; provided that the

Corporation may, in its Certificate of Incorporation, confer the power to adopt, amend or repeal these bylaws upon the Board of Directors.

The fact that such power has been so conferred upon the Board of Directors will not divest the stockholders of the power, nor limit their

power to adopt, amend or repeal bylaws.

EX-10.1

Filename: ea030808801ex10-1.htm · Sequence: 5

Exhibit 10.1

PARENT SUPPORT AGREEMENT

This PARENT SUPPORT AGREEMENT

(this “Agreement”) is dated as of October 7, 2026, by and among the Persons set forth on Schedule I hereto (each,

a “Parent Shareholder” and, collectively, the “Parent Shareholders”), Digital Asset Acquisition

Corp., a Cayman Islands exempted company (which shall de-register from the Register of Companies in the Cayman Islands 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 prior to the Closing)

(“Parent”), and Titan Strategics Holdings Ltd, a Cayman Islands exempted company (the “Company”).

Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined

below).

RECITALS

WHEREAS, as of the date hereof,

the Parent Shareholders are the holders of record and the “beneficial owners” (within the meaning of Rule 13d-3 under the

Exchange Act) of such number of Parent Ordinary Shares, Parent Units and Parent Warrants as are indicated opposite each such Parent Shareholder’s

name set forth on Schedule I attached hereto (all such securities of Parent (including securities underlying such securities),

or any successor or additional equity securities of Parent of which ownership is hereafter acquired by any such Parent Shareholder prior

to the termination of this Agreement are referred to herein as the “Subject Securities”);

WHEREAS, contemporaneously

with the execution and delivery of this Agreement, Parent and the Company have entered into that certain Merger Agreement, dated as of

the date hereof (as amended or modified from time to time, the “Merger Agreement”), pursuant to which, among other

transactions, Merger Sub is to merge with and into the Company (the “Merger”), with the Company continuing as the surviving

corporation and a wholly owned subsidiary of Parent, on the terms and subject to the conditions set forth therein;

WHEREAS, on the day that is

at least one (1) Business Day prior to the Effective Time and subject to the conditions of the Merger Agreement, Parent shall de-register

from the Register of Companies in the Cayman Islands 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 in accordance with Parent’s organizational documents, Section 388 of

the DGCL and the Cayman Companies Act (together, the “Domestication”); and

WHEREAS, as an inducement

to Parent and the Company to enter into the Merger Agreement and to consummate the transactions contemplated therein, the parties hereto

desire to agree to certain matters as set forth herein.

NOW, THEREFORE, in consideration

of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree

as follows:

ARTICLE

SUPPORT AGREEMENT; COVENANTS

Section

1.1 Binding Effect of Merger Agreement. Each Parent Shareholder hereby acknowledges that it, he or she has read the

Merger Agreement and this Agreement and has had the opportunity to consult with its, his or her tax and legal advisors. Until the

Expiration Time (as defined below), each Parent Shareholder shall be bound by and comply with Sections 6.2

(Exclusivity) and 11.4 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such

Sections) as if (a) such Parent Shareholder was an original signatory to the Merger Agreement with respect to such provisions, and

(b) each reference to the “Parent” contained in Section 6.2 of the Merger Agreement also referred to each such

Parent Shareholder.

Section 1.2 No

Transfer. During the period commencing on the date hereof and ending on the earliest of (x) the Effective Time, (y) such date

and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof and (z) the

liquidation of Parent (the earlier of (x), (y) and (z), the “Expiration Time”), each Parent Shareholder shall

not, without the prior written consent of the Company, directly or indirectly, (i) sell, offer to sell, contract or agree to sell,

hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of or transfer, each with

respect to any Subject Securities owned by such Parent Shareholder, (ii) enter into any swap or other arrangement that transfers to

another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by such Parent

Shareholder or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii)

and (iii), collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply

to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer (a) to any of Parent’s officers,

directors or consultants, any Affiliate or any family member of any of Parent’s officers, directors or consultants; (b) in the

case of a Person who is not an individual, to any Affiliate of such Person or to any member(s) of such Person or any of their

Affiliates or any employees or consultants of such Affiliates; (c) in the case of an individual, to a member of such

individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family,

an Affiliate of such individual or to a charitable organization; (d) in the case of an individual, by virtue of Laws of descent and

distribution upon death of such individual; (e) in the case of an individual, pursuant to a qualified domestic relations order; or

(f) to any other Person, with the consent of Parent and the Company; provided, however, that, prior to and as a condition to

the effectiveness of any Permitted Transfer described in clauses (a) through (f), the transferee in such Permitted Transfer (a

“Permitted Transferee”) shall have executed and delivered to Parent and the Company a joinder or counterpart of

this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and provisions of this

Agreement. Parent shall not register any sale, assignment or transfer of any Subject Securities on Parent’s stock ledger (book

entry or otherwise) that is not in compliance with this Section 1.2.

Section 1.3 New Shares.

In the event that (a) any Parent Common Shares, Parent Warrants, Parent Units or other equity securities of Parent are issued to a Parent

Shareholder after the date of this Agreement pursuant to any offering, share sub-divisions, share dividends, reorganizations, recapitalizations

or other similar event of Parent Common Shares, Parent Units or other equity securities of Parent of, on or affecting the Parent Common

Shares, Parent Warrants, Parent Units or other equity securities of Parent owned by such Parent Shareholder or otherwise, (b) a Parent

Shareholder purchases or otherwise acquires beneficial ownership of any Parent Common Shares, Parent Warrants, Parent Units or other

equity securities of Parent after the date of this Agreement, or (c) a Parent Shareholder acquires the right to vote or share in the

voting of any Parent Common Shares, Parent Warrants, Parent Units or other equity securities of Parent after the date of this Agreement

(such Parent Common Shares, Parent Warrants, Parent Units or other equity securities of Parent, collectively the “New Securities”),

then such New Securities acquired or purchased by such Parent Shareholder shall be subject to the terms of this Agreement to the same

extent as if they constituted the Subject Securities owned by such Parent Shareholder as of the date hereof.

Section 1.4 Certain Agreements of the Parent

Shareholders.

(a) At

any meeting of the shareholders of Parent, however called, or at any adjournment thereof, or in any other circumstance in which the vote,

consent or other approval of the shareholders of Parent is sought, each Parent Shareholder hereby unconditionally and irrevocably agrees

that it, he or she shall (i) appear at each such meeting, in person or by proxy, or otherwise cause all of its, his or her Parent Common

Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), in person or by proxy,

or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its, his or her Parent

Common Shares:

(i) in

favor of each Parent Proposal, including, without limitation, any other consent, waiver, approval is required under Parent’s organizational

documents or under any agreements between Parent and its shareholders, or otherwise sought by Parent with respect to the Merger Agreement

or the transactions contemplated thereby or the Parent Proposals;

(ii) against

any Alternative Proposal or any proposal relating to a business combination transaction (other than the Parent Proposals and the transactions

contemplated thereby);

(iii) against

any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution,

liquidation or winding up of or by Parent (other than the Merger Agreement or the Ancillary Agreements and the Merger and the other transactions

contemplated thereby);

(iv) against

any change in the business, management or Board of Directors of Parent (other than in connection with the Parent Proposals and the transactions

contemplated thereby);

(v) against

any proposal, action or agreement that would (A) impede, interfere with, delay, postpone, frustrate, prevent or nullify any provision

of this Agreement, the Merger Agreement, the Ancillary Agreements or the Merger or any of the transactions contemplated thereby, (B) result

in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent, Merger Sub or the

Sponsor under the Merger Agreement or this Agreement, as applicable, (C) result in any of the conditions set forth in Article IX of the

Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights

of any class of capital stock of, Parent; and

(vi) in

favor of any extension of Parent’s deadline to consummate a “Business Combination” as such term is defined in the Parent

Articles, to the extent permitted under the Parent Articles.

Each Parent Shareholder hereby

agrees that it, he or she shall not commit or agree to take any action inconsistent with the foregoing.

(b) Each

Parent Shareholder shall comply with, and fully perform all of its, his or her obligations, covenants and agreements set forth in, that

certain Letter Agreement, dated as of April 28, 2025, by and among Parent, the Sponsor and the other parties thereto (the “Letter

Agreement”), including the obligations of such Parent Shareholder therein to not redeem, sell or tender, or submit a request

to Parent’s transfer agent or otherwise exercise any right to redeem, sell or tender, any Parent Common Shares owned by such Parent

Shareholder in connection with the transactions contemplated by the Merger Agreement.

Section 1.5 Further Assurances.

Each Parent Shareholder shall execute and deliver, or cause to be executed and delivered, such additional documents, and take, or cause

to be taken, all such further actions and do, or cause to be done, all things reasonably necessary or reasonably requested by the Company

or Parent under applicable Laws to effect the actions and to consummate the Merger and the other transactions contemplated by this Agreement

and the Merger Agreement, in each case, on the terms and subject to the conditions set forth herein and therein, as applicable. Each

Parent Shareholder agrees that such Parent Shareholder will not take any action that would make any representation or warranty of such

Parent Shareholder herein untrue or incorrect, or have the effect of preventing or disabling such Parent Shareholder from performing

its, his or her obligations hereunder.

Section 1.6 No Inconsistent

Agreement. Except as provided hereunder or under the Letter Agreement, each Parent Shareholder hereby represents and covenants that

it, he or she (i) has not entered into, shall not enter into, any voting agreement or voting trust with respect to any of such Parent

Shareholder’s Subject Securities that is inconsistent with such Parent Shareholder’s obligations pursuant to this Agreement,

and (ii) shall not grant a proxy or power of attorney to enter into, any agreement or undertaking that would restrict, limit, be inconsistent

with or interfere with the performance of its, his or her obligations hereunder.

Section 1.7 No Challenges.

Each Parent Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to

opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company

or any of their respective successors, directors, officers, agents or equity holders (a) challenging the validity of, or seeking to enjoin

the operation of, any provision of this Agreement, the Merger Agreement, the Merger or the transactions contemplated by the Merger Agreement

or any of the Ancillary Agreements or the consideration or approval thereof by the shareholders of Parent or the board of directors of

Parent or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Merger

Agreement.

Section 1.8 Conversion

of Parent Class B Ordinary Shares. Immediately prior to the Domestication, each Parent Shareholder irrevocably elects, in accordance

with the amended and restated memorandum and articles of association of Parent, to convert each Parent Class B Ordinary Share held by

such Parent Shareholder into one Parent Class A Ordinary Share on a one-for-one basis and shall take all actions and execute and deliver

all instruments reasonably necessary or advisable to effect such conversion.

Section 1.9 Consent

to Disclosure. Each Parent Shareholder hereby consents to the publication and disclosure in the Registration Statement and the Proxy

Statement/Prospectus (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other applicable securities

authorities, any other documents or communications provided by Parent or the Company to any Governmental Authority or to securityholders

of Parent or the Company) of such Parent Shareholder’s identity and beneficial ownership of Subject Securities, and the nature of

such Parent Shareholder’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate

by Parent or the Company, a copy of this Agreement. Each Parent Shareholder will promptly provide any information reasonably requested

by Parent or the Company for any applicable regulatory application or filing made or approval sought in connection with the transactions

contemplated by the Merger Agreement (including filings with the SEC).

Section 1.10 Dissenters’

Rights. Each Parent Shareholder hereby irrevocably waives, and agrees not to exercise or attempt to exercise, any right to dissent,

right to demand payment or right of appraisal or any similar provision under applicable Law (including pursuant to the Cayman Companies

Act) in connection with the Merger, the Merger Agreement and the other transactions as contemplated by the Merger Agreement.

ARTICLE

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations

and Warranties of the Parent Shareholders. Each Parent Shareholder represents and warrants to Parent and the Company, as of the date

hereof, as follows:

(a) Organization;

Due Authorization. (i) if such Parent Shareholder is not an individual, such Parent Shareholder is duly organized and validly existing

under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Agreement and the consummation

of the transactions contemplated hereby are within such Parent Shareholder’s organizational powers and have been duly authorized

by all necessary organizational actions on the part of such Parent Shareholder and (ii) if such Parent Shareholder is an individual, the

signature on this Agreement is genuine, and such Parent Shareholder has legal competence and capacity to execute the same. This Agreement

has been duly executed and delivered by such Parent Shareholder and, assuming due authorization, execution and delivery by the other parties

to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Parent Shareholder, enforceable against such

Parent Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws

affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable

remedies). If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power

and authority to enter into this Agreement on behalf of the applicable Parent Shareholder.

(b) Ownership.

Such Parent Shareholder is the record and beneficial owner (as defined in the Securities Act) of, and has good, valid and marketable title

to, all of its, his or her Subject Securities, and there exist no Liens or any other limitation or restriction (including any restriction

on the right to vote, sell or otherwise dispose of such Subject Securities (other than transfer restrictions under the Securities Act))

affecting any such Subject Securities, other than Liens pursuant to (i) this Agreement, (ii) Parent’s organizational documents,

(iii) the Merger Agreement, (iv) the Letter Agreement or (v) any applicable securities Laws. Such Parent Shareholder’s Subject Securities

are the only equity securities in Parent owned of record or beneficially by such Parent Shareholder on the date of this Agreement. Such

Parent Shareholder has full voting power, full power of disposition and full power to issue instructions with respect to the matters set

forth herein whether by ownership or by proxy, in each case, with respect to its, his or her Subject Securities, and none of such Parent

Shareholder’s Subject Securities are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting

of such Subject Securities, except as provided hereunder and under the Letter Agreement. Except for such Parent Shareholder’s Subject

Securities, such Parent Shareholder does not hold or own any rights to acquire (directly or indirectly) any other equity securities of

Parent or any other equity securities convertible into, or which can be exchanged for, equity securities of Parent.

Conflicts. The execution and delivery of this Agreement by such Parent Shareholder does not, and the performance by such Parent Shareholder

of its, his or her obligations hereunder and the consummation of the transactions contemplated hereby and the Merger and the other transactions

contemplated by the Merger Agreement will not constitute or result in, (i) if such Parent Shareholder is not an individual, conflict with

or result in a violation of the organizational documents of such Parent Shareholder, (ii) require any consent or approval from any third

party that has not been given or other action that has not been taken by any such third party, in each case, to the extent such consent,

approval or other action would prevent, enjoin or materially delay the performance by such Parent Shareholder of its, his or her obligations

under this Agreement, or (iii) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of

Parent or any of Parent’s Subsidiaries, to the extent the creation of such Lien would prevent, enjoin or materially delay the performance

by such Parent Shareholder of its, his or her obligations under this Agreement.

(d) Litigation.

There are no Actions pending against such Parent Shareholder, or to the knowledge of such Parent Shareholder threatened against such Parent

Shareholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which

in any manner questions the beneficial or record ownership of such Parent Shareholder’s Subject Securities or the validity of this

Agreement, or challenges or seeks to prevent, enjoin or materially delay the performance by such Parent Shareholder of its, his or her

obligations under this Agreement. There is no outstanding Order imposed upon such Parent Shareholder, or, if applicable, any of its Subsidiaries.

(e) Brokers’

Fees. No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission

in connection with the transactions contemplated by the Merger Agreement based upon arrangements made by such Parent Shareholder, for

which Parent or any of its Affiliates may become liable.

(f) Affiliate

Arrangements. Except as set forth on Schedule II attached hereto, such Parent Shareholder is not party to, nor has any rights

with respect to or arising from, any Contract with Parent or its Subsidiaries.

(g) Such

Parent Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Parent Shareholder from performing

any of such Parent Shareholder’s obligations hereunder.

(h) Acknowledgment.

Such Parent Shareholder understands and acknowledges that each of Parent and the Company is entering into the Merger Agreement in reliance

upon such Parent Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other

agreements of such Parent Shareholder contained herein.

(i) Adequate

Information. Such Parent Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial

condition of Parent and the Company to make an informed decision regarding this Agreement and the transactions contemplated by the Merger

Agreement and has independently and without reliance upon Parent or the Company and based on such information as such Parent Shareholder

has deemed appropriate, made its, his or her own analysis and decision to enter into this Agreement. Such Parent Shareholder acknowledges

that Parent and the Company have not made and do not make any representation or warranty to such Parent Shareholder, whether express or

implied, of any kind or character except as expressly set forth in this Agreement. Such Parent Shareholder acknowledges that the agreements

contained herein with respect to the Subject Securities held by such Parent Shareholder are irrevocable.

ARTICLE

III

MISCELLANEOUS

Section 3.1 Termination.

This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earliest of (a) the Expiration

Time and (b) the written agreement of each Parent Shareholder, Parent and the Company. Upon such termination of this Agreement, all obligations

of the parties under this Agreement will terminate, without any liability or other obligation on the part of any party hereto to any

Person in respect hereof or the transactions contemplated hereby, and no party hereto shall have any claim against another (and no person

shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter hereof; provided,

however, that the termination of this Agreement shall not relieve any party hereto from liability arising in respect of any breach

of this Agreement prior to such termination. This Article III shall survive the termination of this Agreement.

Section 3.2 Governing

Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions

contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect

to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of Laws of

another jurisdiction.

Section 3.3 Jurisdiction;

Waiver of Jury Trial.

(a) Any

proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in

a federal court sitting in the Borough of Manhattan of The City of New York or, if such federal court does not have jurisdiction over

any such Actions, the Supreme Court of the State of New York, Commercial Division, sitting in the Borough of Manhattan of The City of

New York (and any appellate court therefrom), and each of the parties hereto irrevocably (i) submits to the exclusive jurisdiction of

each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction,

venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined

only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the

transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve

process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction,

in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 3.3.

(b) EACH

PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY

IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY

WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT

OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 3.4 Assignment.

No party hereto shall assign this Agreement or any part hereof or delegate any rights or obligations hereunder without the prior written

consent of the other parties hereto and any such assignment, transfer or delegation without such prior written consent shall be void.

Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted

successors and assigns.

Section 3.5 Enforcement.

The parties hereto agree that irreparable damage could occur in the event that any of the provisions of this Agreement were not performed

in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an

injunction or injunctions to prevent any breach, or threatened breach, of this Agreement and to specific enforcement of the terms and

provisions of this Agreement, in addition to any other remedy to which any party is entitled at law or in equity. In the event that any

Action shall be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the

defense, that there is an adequate remedy at law, and each party agrees to waive any requirement for the securing or posting of any bond

in connection therewith.

Section 3.6 Amendment.

This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by Parent, the

Company and each Parent Shareholder, and which makes reference to this Agreement.

Section 3.7 Severability.

If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this

Agreement shall remain in full force and effect. The parties hereto further agree that if any provision contained herein is, to any extent,

held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render

the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary,

shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a

valid and enforceable provision giving effect to the intent of the parties.

Section 3.8 Notices.

Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and

shall be sent or given in accordance with the terms of Section 11.1 of the Merger Agreement to the applicable party, with respect

to the Company and Parent, at the respective addresses set forth in Section 11.1 of the Merger Agreement, and, with respect to

a Parent Shareholder, at the address set forth on Schedule I.

Section 3.9 Headings;

Counterparts. The headings in this Agreement are for convenience only and shall not be considered a part of or affect the construction

or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall

be deemed an original, but all of which together shall constitute one and the same instrument.

Section 3.10 Entire Agreement.

This Agreement and the agreements referenced herein constitute the entire agreement and understanding of the parties hereto relating

to the subject matter hereof and supersede any other agreements, whether written or oral, that may have been made or entered into by

or among any of the parties hereto or any of their respective Subsidiaries relating to the subject matter hereof.

Section 3.11 Adjustment

for Stock Split. If, and as often as, there are any changes in Parent or the Subject Securities by way of share sub-divisions,

share dividends, reorganizations, recapitalizations or the like, or through merger, consolidation, reorganization, recapitalization

or business combination, or by any other means, equitable adjustment shall be made to the provisions of this Agreement as may be required

so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Parent Shareholders, Parent, the Company,

or the Subject Securities, as so changed.

[Remainder of page intentionally left

blank]

IN WITNESS WHEREOF, the parties

hereto have each caused this Agreement to be duly executed as of the date first written above.

PARENT:

DIGITAL ASSET ACQUISITION CORP.

By:

/s/ Peter Ort

Name:

Peter Ort

Title:

Principal Executive Officer

PARENT SHAREHOLDERS:

DAAQ SPONSOR LLC

By:

/s/ Peter Ort

Name:

Peter Ort

Title:

Managing Member

/s/ Peter Ort

Name:

Peter Ort

/s/ Jeff Tuder

Name:

Jeff Tuder

/s/ Rebecca Rettig

Name:

Rebecca Rettig

/s/ Kristin Smith

Name:

Kristin Smith

/s/ Thomas Trowbridge

Name:

Thomas Trowbridge

[Signature Page to Parent Support Agreement]

/s/ Boaz Avital

Name:

Boaz Avital

/s/ CJ Jouhal

Name:

CJ Jouhal

/s/ David Namdar

Name:

David Namdar

/s/ Curtis Weldon

Name:

Curtis Weldon

[Signature Page to Parent Support Agreement]

COMPANY:

TITAN STRATEGICS HOLDINGS LTD

By:

/s/ Adam Peter Clode

Name:

Adam Peter Clode

Title:

Sole Director

[Signature Page to Parent Support Agreement]

EX-10.2 — COMPANY SUPPORT AGREEMENT, DATED AS OF OCTOBER 7, 2026, BY AND AMONG DIGITAL ASSET ACQUISITION CORP., TITAN STRATEGICS HOLDINGS LTD AND THE OTHER PARTIES THERETO

EX-10.2

Filename: ea030808801ex10-2.htm · Sequence: 6

Exhibit 10.2

COMPANY SUPPORT AGREEMENT

This COMPANY SUPPORT AGREEMENT

(this “Agreement”) is dated as of October 7, 2026, by and among the Persons set forth on Schedule I hereto (each,

a “Company Shareholder” and, collectively, the “Company Shareholders”), Digital Asset Acquisition

Corp., a Cayman Islands exempted company (which shall de-register from the Register of Companies in the Cayman Islands 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 prior to the Closing)

(“Parent”), and Titan Strategics Holdings Ltd, a Cayman Islands exempted company (the “Company”).

Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined

below).

RECITALS

WHEREAS, as of the date hereof,

the Company Shareholders are the holders of record and the “beneficial owners” (within the meaning of Rule 13d-3 under the

Exchange Act) of such Company Ordinary Shares as are indicated opposite each such Company Shareholder’s name on Schedule I

attached hereto (all such shares, or any successor or additional voting or non-voting equity securities of the Company of which ownership

is hereafter acquired by any such Company Shareholder prior to the termination of this Agreement are referred to herein as the “Subject

Shares”);

WHEREAS, contemporaneously

with the execution and delivery of this Agreement, Parent and the Company have entered into that certain Merger Agreement, dated as of

the date hereof (as amended or modified from time to time, the “Merger Agreement”), pursuant to which, among other

transactions, Merger Sub is to merge with and into the Company (the “Merger”), with the Company continuing as the surviving

corporation and a wholly owned subsidiary of Parent, on the terms and subject to the conditions set forth therein;

WHEREAS, on the day that is

at least one (1) Business Day prior to the Effective Time and subject to the conditions of the Merger Agreement, Parent shall de-register

from the Register of Companies in the Cayman Islands 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 in accordance with Parent’s organizational documents, Section 388 of

the DGCL and the Cayman Companies Act; and

WHEREAS, as an inducement

to Parent and the Company to enter into the Merger Agreement and to consummate the transactions contemplated therein, the parties hereto

desire to agree to certain matters as set forth herein.

NOW, THEREFORE, in consideration

of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree

as follows:

Article

VOTING AGREEMENT; COVENANTS

1.1 Binding

Effect of Merger Agreement. Until the Expiration Time (as defined below), each Company Shareholder shall be bound by and comply with

Sections 6.2 (Exclusivity) and 11.4 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such

Sections) as if (a) such Company Shareholder was an original signatory to the Merger Agreement with respect to such provisions, and (b)

each reference to the “Company” contained in Section 6.2 of the Merger Agreement also referred to each such Company Shareholder.

1.2 Voting

Agreement. (a) During the period commencing on the date hereof and ending on the earliest of (x) the Effective Time and (y) such date

and time as the Merger Agreement shall be validly terminated in accordance with Article X (Termination) thereof (the earlier of

(x) and (y), the “Expiration Time”), each Company Shareholder hereby unconditionally and irrevocably agrees that, at

any meeting of the shareholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the

shareholders of the Company distributed by the Board of Directors of the Company or otherwise undertaken as contemplated by the Merger

Agreement or the transactions contemplated thereby, such Company Shareholder shall, if a meeting is held, appear at the meeting, in person

or by proxy, or otherwise cause all of its, his or her Subject Shares to be counted as present thereat for purposes of establishing a

quorum, and such Company Shareholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of

its, his or her Subject Shares:

(i) to

approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Company Transaction

Proposals”), including without limitation any other consent, waiver or approval required under the Company’s organizational

documents or under any agreements between the Company and its shareholders, or otherwise sought by the Company with respect to the Merger

Agreement or the transactions contemplated thereby or the Company Transaction Proposals;

(ii) against

any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution,

liquidation or winding up of or by the Company (other than the Merger Agreement or the Ancillary Agreements and the Merger and the other

transactions contemplated thereby);

(iii) against

any change in the business (to the extent in violation of the Merger Agreement), management or Board of Directors of the Company (other

than in connection with the Company Transaction Proposals and the transactions contemplated thereby); and

(iv) against

any proposal, action or agreement that would (A) impede, interfere with, delay, postpone, frustrate, prevent or nullify any provision

of this Agreement, the Merger Agreement, the Ancillary Agreements or the Merger or any of the transactions contemplated thereby, (B) result

in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company or the Company

Shareholders under the Merger Agreement or this Agreement, as applicable, (C) result in any of the conditions set forth in Article IX

of the Merger Agreement not being fulfilled, or (D) change in any manner the dividend policy or capitalization of the Company, including

the voting rights of any share capital of the Company.

(b) During

the period commencing on the date hereof and ending on the Expiration Time, each Company Shareholder hereby agrees that it, he or she

shall not commit or agree to take any action inconsistent with the foregoing. Notwithstanding the foregoing, the obligations of each Company

Shareholder specified in this Section 1.2 shall apply whether or not the Merger or any action described above is recommended by the Board

of Directors of the Company or the Board of Directors of the Company has previously recommended the Merger but changed such recommendation.

1.3 No

Transfer. During the period commencing on the date hereof and ending on the Expiration Time, each Company Shareholder agrees that

such Company Shareholder shall not, without the prior written consent of Parent, directly or indirectly, (i) sell, offer to sell, contract

or agree to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of or transfer,

each with respect to any Subject Shares owned by such Company Shareholder, (ii) enter into any swap or other arrangement that transfers

to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares owned by such Company Shareholder,

or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and (iii), collectively,

a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer.

“Permitted Transfer” shall mean any Transfer (a) in the case of a Person who is not an individual, to any Affiliate

of such Person or to any member(s) of such Person or any of their Affiliates; (b) in the case of an individual, to a member of such individual’s

immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such

individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death

of such individual; or (d) in the case of an individual, pursuant to a qualified domestic relations order; provided, however,

that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (a) through (d), the transferee

in such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to Parent and the Company a

joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms and

provisions of this Agreement. The Company shall not register any sale, assignment or transfer of any Subject Shares on the Company’s

stock ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period commencing on the date hereof

and ending on the Expiration Time, each Company Shareholder shall not, without the prior written consent of Parent, engage in any transaction

involving the securities of Parent prior to the Closing.

1.4 New

Shares. In the event that (a) any Subject Shares or other equity securities of the Company are issued to a Company Shareholder after

the date of this Agreement pursuant to any offering, share sub-divisions, share dividends, reorganizations, recapitalizations or other

similar event of the Company Ordinary Shares or other equity securities of the Company of, on or affecting the Subject Shares or other

equity securities of the Company owned by such Company Shareholder, (b) a Company Shareholder purchases or otherwise acquires beneficial

ownership of any Subject Shares or other equity securities of the Company after the date of this Agreement and prior to the Closing, or

(c) a Company Shareholder acquires the right to vote or share in the voting of any Subject Shares or other equity securities of the Company

after the date of this Agreement (such Subject Shares or other equity securities of the Company, the “New Securities”),

then such New Securities acquired or purchased by such Company Shareholder shall be subject to the terms of this Agreement to the same

extent as if they constituted the Subject Shares owned by such Company Shareholder as of the date hereof.

1.5 Further

Assurances. Each Company Shareholder shall execute and deliver, or cause to be executed and delivered, such additional documents,

and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary or reasonably requested

by the Company or Parent under applicable Laws to effect the actions and to consummate the Merger and the other transactions contemplated

by this Agreement and the Merger Agreement, in each case, on the terms and subject to the conditions set forth herein and therein, as

applicable. Each Company Shareholder agrees that such Company Shareholder will not take any action that would make any representation

or warranty of such Company Shareholder herein untrue or incorrect, or have the effect of preventing or disabling such Company Shareholder

from performing its, his or her obligations hereunder.

1.6 No

Inconsistent Agreement. Each Company Shareholder hereby represents and covenants that such Company Shareholder (i) has not entered

into, shall not enter into, any voting agreement or voting trust with respect to any of such Company Shareholder’s Subject Shares

that is inconsistent with such Company Shareholder’s obligations pursuant to this Agreement, and (ii) shall not grant a proxy or

power of attorney to enter into, any agreement or undertaking that would restrict, limit, be inconsistent with or interfere with the performance

of such Company Shareholder’s obligations hereunder.

1.7 No

Challenges. Each Company Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions

necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub,

the Company or any of their respective successors, directors, officers, agents or equity holders (a) challenging the validity of, or seeking

to enjoin the operation of, any provision of this Agreement, the Merger Agreement, the Merger or the transactions contemplated by the

Merger Agreement or any of the Ancillary Agreements or the consideration and approval thereof by the shareholders of the Company, the

Board of Directors of the Company or the governing bodies of any of the Subsidiaries of the Company or (b) alleging a breach of any fiduciary

duty of any person in connection with the evaluation, negotiation or entry into the Merger Agreement.

1.8 Consent

to Disclosure. Each Company Shareholder hereby consents to the publication and disclosure in the Registration Statement and the Proxy

Statement/Prospectus (and, as and to the extent otherwise required by applicable securities Laws or the SEC, any other documents or communications

provided by Parent or the Company to any Governmental Authority or to securityholders of Parent or the Company) of such Company Shareholder’s

identity and beneficial ownership of Subject Shares and the nature of such Company Shareholder’s commitments, arrangements and understandings

under and relating to this Agreement and, if deemed appropriate by Parent or the Company, a copy of this Agreement. Each Company Shareholder

will promptly provide any information reasonably requested by Parent or the Company for any applicable regulatory application or filing

made or approval sought in connection with the transactions contemplated by the Merger Agreement (including filings with the SEC).

1.9 Dissenters’

Rights. Each Company Shareholder hereby irrevocably waives, and agrees not to exercise or attempt to exercise, any right to dissent,

right to demand payment or right of appraisal or any similar provision under applicable Law (including pursuant to the Cayman Companies

Act) in connection with the Merger, the Merger Agreement and the other transactions as contemplated by the Merger Agreement.

Article

REPRESENTATIONS AND WARRANTIES

2.1

Company Shareholder Representations. Each Company Shareholder represents and warrants to Parent and the Company, as of

the date hereof, that:

(a) such

Company Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had

a securities or commodities license or registration denied, suspended or revoked;

(b) such

Company Shareholder has full right and power, without violating any agreement to which it, he or she is bound (including any non-competition

or non-solicitation agreement with any employer or former employer), to enter into this Agreement;

if such Company Shareholder is not an individual, such Company Shareholder is duly organized, validly existing and in good standing under

the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Agreement and the consummation

of the transactions contemplated hereby are within such Company Shareholder’s organizational powers and have been duly authorized

by all necessary organizational actions on the part of such Company Shareholder and (ii) if such Company Shareholder is an individual,

the signature on this Agreement is genuine, and such Company Shareholder has legal competence and capacity to execute the same;

(d) this

Agreement has been duly executed and delivered by such Company Shareholder and, assuming due authorization, execution and delivery by

the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Company Shareholder, enforceable

against such Company Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other

similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and

other equitable remedies);

(e) if

this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority

to enter into this Agreement on behalf of the applicable Company Shareholder;

(f) such

Company Shareholder is the record and beneficial owner (as defined in the Securities Act) of, and has good, valid and marketable title

to, all of such Company Shareholder’s Subject Shares, and there exist no Liens or any other limitation or restriction (including

any restriction on the right to vote, sell or otherwise dispose of such Subject Shares (other than transfer restrictions under the Securities

Act)) affecting any such Subject Shares, other than Liens pursuant to (i) this Agreement, (ii) the Company’s organizational documents,

(iii) the Merger Agreement or (iv) any applicable securities Laws. Such Company Shareholder’s Subject Shares are the only equity

securities in the Company owned of record or beneficially by such Company Shareholder on the date of this Agreement. Such Company Shareholder

has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein whether

by ownership or by proxy, in each case, with respect to such Company Shareholder’s Subject Shares, and except as provided in this

Agreement, none of such Company Shareholder’s Subject Shares are subject to any proxy, voting trust or other agreement or arrangement

with respect to the voting of such Subject Shares. Except for such Company Shareholder’s Subject Shares, such Company Shareholder

does not hold or own any rights to acquire (directly or indirectly) any other equity securities of the Company or any other equity securities

convertible into, or which can be exchanged for, equity securities of the Company;

(g) the

execution and delivery of this Agreement by such Company Shareholder does not, and the performance by such Company Shareholder of its,

his or her obligations hereunder and the consummation of the transactions contemplated hereby and the Merger and the other transactions

contemplated by the Merger Agreement will not constitute or result in, (i) if such Company Shareholder is not an individual, conflict

with or result in a violation of the organizational documents of such Company Shareholder, or (ii) require any consent or approval from

any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent,

approval or other action would prevent, enjoin or materially delay the performance by such Company Shareholder of its, his or her obligations

under this Agreement, or (iii) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of

the Company or its Subsidiary, to the extent the creation of such Lien would prevent, enjoin or materially delay the performance by such

Company Shareholder of its, his or her obligations under this Agreement;

(h) there

are no Actions pending against such Company Shareholder or, to the knowledge of such Company Shareholder, threatened against such Company

Shareholder, before (or, in the case of threatened Actions, that would be before) any Governmental Authority, which in any manner questions

the beneficial or record ownership of such Company Shareholder’s Subject Shares or the validity of this Agreement, or challenges

or seeks to prevent, enjoin or materially delay the performance by such Company Shareholder of its, his or her obligations under this

Agreement; there is no outstanding Order imposed upon such Company Shareholder, or, if applicable, any of such Company Shareholder’s

Subsidiaries;

(i) no

broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection

with this Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf of such Company

Shareholder;

(j) such

Company Shareholder has had the opportunity to read the Merger Agreement and this Agreement and has had the opportunity to consult with

such Company Shareholder’s tax and legal advisors;

(k) such

Company Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Company Shareholder from performing

any of Company Shareholder’s obligations hereunder;

(l) such

Company Shareholder understands and acknowledges that each of Parent and the Company is entering into the Merger Agreement in reliance

upon such Company Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other

agreements of such Company Shareholder contained herein; and

(m) such

Company Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Parent

and the Company to make an informed decision regarding this Agreement and the transactions contemplated by the Merger Agreement and has

independently and without reliance upon Parent or the Company and based on such information as such Company Shareholder has deemed appropriate,

made its, his or her own analysis and decision to enter into this Agreement. Such Company Shareholder acknowledges that Parent and the

Company have not made and do not make any representation or warranty to such Company Shareholder, whether express or implied, of any kind

or character except as expressly set forth in this Agreement. Such Company Shareholder acknowledges that the agreements contained herein

with respect to the Subject Shares held by such Company Shareholder are irrevocable.

Article

III

MISCELLANEOUS

3.1 Termination.

This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earlier of (a) the Expiration Time,

and (b) as to each Company Shareholder, the written agreement of Parent, the Company and such Company Shareholder. Upon such termination

of this Agreement, all obligations of the parties under this Agreement will terminate, without any liability or other obligation on the

part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party hereto shall have any claim

against another (and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the

subject matter hereof; provided, however, that the termination of this Agreement shall not relieve any party hereto from

liability arising in respect of any material breach of this Agreement or fraud prior to such termination. This ARTICLE III shall

survive the termination of this Agreement.

3.2 Waiver.

Each provision in this Agreement may only be waived by written instrument making specific reference to this Agreement signed by the party

against whom enforcement of any such provision so waived is sought. No action taken pursuant to this Agreement, including any investigation

by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation,

warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall

not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure

on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof,

nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or

the exercise of any other right, power or remedy.

3.3 Rights

of Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person,

other than the parties hereto, any right or remedies under or by reason of this Agreement.

3.4 Governing

Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions

contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect

to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another

jurisdiction.

3.5 Jurisdiction;