Form 8-K

8-K — Bold Eagle Acquisition Corp.

Accession: 0001213900-26-103758

Filed: 2026-09-28

Period: 2026-09-25

CIK: 0001852207

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0305453-8k425_bold.htm (Primary)

EX-2.1 — BUSINESS COMBINATION AGREEMENT, DATED AS OF SEPTEMBER 25, 2026, BY AND AMONG BOLD EAGLE ACQUISITION CORP., REDL INTERMEDIATE HOLDINGS, LLC, BEAC MERGER SUB, LLC, AND, SOLELY FOR THE PURPOSES OF SECTION 6.9(E) THEREOF, REDL ULTIMATE HOLDINGS, LP (ea030545301ex2-1.htm)

EX-4.1 — FORM OF INDENTURE (ea030545301ex4-1.htm)

EX-10.1 — FORM OF SUBSCRIPTION AGREEMENT (ea030545301ex10-1.htm)

EX-10.2 — SPONSOR SUPPORT AGREEMENT, DATED AS OF SEPTEMBER 25, 2026, BY AND AMONG BOLD EAGLE ACQUISITION CORP., EAGLE EQUITY PARTNERS IV, LLC, REDL INTERMEDIATE HOLDINGS, LLC, AND THE OTHER PARTIES THERETO (ea030545301ex10-2.htm)

EX-10.3 — FORM OF LOCK-UP AGREEMENT (ea030545301ex10-3.htm)

EX-10.4 — FORM OF REGISTRATION RIGHTS AGREEMENT (ea030545301ex10-4.htm)

EX-10.5 — FORM OF DIRECTOR NOMINATION AGREEMENT (ea030545301ex10-5.htm)

EX-99.1 — PRESS RELEASE, DATED SEPTEMBER 28, 2026 (ea030545301ex99-1.htm)

EX-99.2 — INVESTOR PRESENTATION, DATED SEPTEMBER 2026 (ea030545301ex99-2.htm)

EX-99.3 — AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF REDL INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARIES AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (ea030545301ex99-3.htm)

GRAPHIC (ea030545301_ex4-1img1.jpg)

GRAPHIC (ea030545301_ex4-1img2.jpg)

GRAPHIC (ea030545301_ex4-1img3.jpg)

GRAPHIC (ea030545301_ex4-1img4.jpg)

GRAPHIC (ea030545301_ex4-1img5.jpg)

GRAPHIC (ea030545301_ex4-1img6.jpg)

GRAPHIC (ea030545301_ex99-2img1.jpg)

GRAPHIC (ea030545301_ex99-2img2.jpg)

GRAPHIC (ea030545301_ex99-2img3.jpg)

GRAPHIC (ea030545301_ex99-2img4.jpg)

GRAPHIC (ea030545301_ex99-2img5.jpg)

GRAPHIC (ea030545301_ex99-2img6.jpg)

GRAPHIC (ea030545301_ex99-2img7.jpg)

GRAPHIC (ea030545301_ex99-2img8.jpg)

GRAPHIC (ea030545301_ex99-2img9.jpg)

GRAPHIC (ea030545301_ex99-2img10.jpg)

GRAPHIC (ea030545301_ex99-2img11.jpg)

GRAPHIC (ea030545301_ex99-2img12.jpg)

GRAPHIC (ea030545301_ex99-2img13.jpg)

GRAPHIC (ea030545301_ex99-2img14.jpg)

GRAPHIC (ea030545301_ex99-2img15.jpg)

GRAPHIC (ea030545301_ex99-2img16.jpg)

GRAPHIC (ea030545301_ex99-2img17.jpg)

GRAPHIC (ea030545301_ex99-2img18.jpg)

GRAPHIC (ea030545301_ex99-2img19.jpg)

GRAPHIC (ea030545301_ex99-2img20.jpg)

GRAPHIC (ea030545301_ex99-2img21.jpg)

GRAPHIC (ea030545301_ex99-2img22.jpg)

GRAPHIC (ea030545301_ex99-2img23.jpg)

GRAPHIC (ea030545301_ex99-2img24.jpg)

GRAPHIC (ea030545301_ex99-2img25.jpg)

GRAPHIC (ea030545301_ex99-2img26.jpg)

GRAPHIC (ea030545301_ex99-2img27.jpg)

GRAPHIC (ea030545301_ex99-2img28.jpg)

GRAPHIC (ea030545301_ex99-2img29.jpg)

GRAPHIC (ea030545301_ex99-2img30.jpg)

GRAPHIC (ea030545301_ex99-2img31.jpg)

GRAPHIC (ea030545301_ex99-2img32.jpg)

GRAPHIC (ea030545301_ex99-2img33.jpg)

GRAPHIC (ea030545301_ex99-2img34.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0305453-8k425_bold.htm · Sequence: 1

false

0001852207

00-0000000

0001852207

2026-09-25

0001852207

BEAGU:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOneRightToReceiveOneTwentieth120OfClassOrdinaryShareMember

2026-09-25

0001852207

BEAGU:ClassOrdinaryShares0.0001ParValueMember

2026-09-25

0001852207

BEAGU:RightsEachEntitlingHolderToReceiveOneTwentieth120OfOneClassOrdinaryShareMember

2026-09-25

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): September 25, 2026

BOLD EAGLE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42385

N/A

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

955 Fifth Avenue

New York, NY 10075

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including

area code: (310) 209-7280

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 right to receive one twentieth (1/20) of a Class A ordinary share

BEAGU

The Nasdaq Stock Market LLC

Class A ordinary shares, $0.0001 par value

BEAG

The Nasdaq Stock Market LLC

Rights, each entitling the holder to receive one twentieth

(1/20) of one Class A ordinary share

BEAGR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

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

Item 1.01 Entry into a Material Definitive Agreement

Business Combination Agreement

On September 25, 2026, Bold Eagle Acquisition Corp., a Cayman Islands

exempted company (“Bold Eagle”, and following the Domestication described below, “PubCo”),

REDL Intermediate Holdings, LLC, a Delaware limited liability company (“REDLattice”), BEAC Merger Sub, LLC,

a Delaware limited liability company and wholly-owned subsidiary of Bold Eagle (“Merger Sub”), and, solely for

the purposes of Section 6.9(e) thereof, REDL Ultimate Holdings, LP, a Delaware limited partnership (“Ultimate Holdings”),

entered into a Business Combination Agreement (the “Business Combination Agreement”). Ultimate Holdings is

the direct parent of REDLattice. Pursuant to the Business Combination Agreement, (i) Bold Eagle will de-register in the Cayman Islands

and transfer by way of continuation out of the Cayman Islands and into the State of Delaware, migrating to and domesticating as a Delaware

corporation (the “Domestication”), and (ii) following the Domestication, Merger Sub will merge with and into

REDLattice (the “Merger”, and together with the Domestication and the other transactions contemplated by the

Business Combination Agreement, the “Business Combination”), with REDLattice surviving the Merger as a wholly-owned

subsidiary of PubCo.

REDLattice, together with its subsidiaries, is in the business of providing

design, development, research, implementation, engineering, exploitation, maintenance and support services for cyber intelligence platforms

and software services, tools, solutions, and products, as well as other related government services, in each case, to government, intelligence,

and defense customers.

The Business Combination Agreement and the Business Combination were

unanimously approved by the board of directors of Bold Eagle, the board of managers of REDLattice, and the board of supervisors of Ultimate

Holdings. The closing of the Business Combination (the “Closing”) is expected to occur following the receipt

of the required approval by Bold Eagle’s shareholders and the satisfaction of the closing conditions described below.

Conversion of Securities

Immediately prior to the Domestication, the following

will occur in the following order: (1) to the extent any units of Bold Eagle (“Bold Eagle Units”) remain outstanding

and unseparated, the Class A ordinary shares and public rights comprising each such Bold Eagle Unit will automatically separate (the “Unit

Separation”); (2) each holder of each issued and outstanding Class B ordinary share of Bold Eagle, par value $0.0001 per

share (the “Bold Eagle Class B Shares” or the “Founder Shares”), will irrevocably

and unconditionally elect to convert, on a one-for-one basis, each Bold Eagle Class B Share held by it into one Class A ordinary share

of Bold Eagle, par value $0.0001 per share (the “Bold Eagle Class A Shares,” and together with the Bold Eagle

Class B Shares, the “Bold Eagle Ordinary Shares”) (the “Class B Share Conversion”);

(3) each issued and outstanding public right of Bold Eagle will automatically convert into one-twentieth (1/20th) of one Bold Eagle Class

A Share, with any fractional shares rounded down (the “Rights Conversion”); and (4) Bold Eagle will effect the

redemption of the Bold Eagle Class A Shares initially issued in Bold Eagle’s initial public offering (the “Public Shares”

and the holders of Public Shares, the “Public Shareholders”) that are validly submitted for redemption and not

withdrawn.

At the effective time of the Domestication, each outstanding Bold Eagle

Class A Share (excluding Public Shares validly submitted for redemption, but including Bold Eagle Class A Shares issued upon the Class

B Share Conversion and the Rights Conversion) will be reclassified as one share of common stock, par value $0.0001 per share, of PubCo

(the “PubCo Common Stock”). Immediately following the Domestication and immediately prior to the effective time

of the Merger, Eagle Equity Partners IV, LLC, the sponsor of Bold Eagle (the “Sponsor”), will cause 2,035,000

shares of PubCo Common Stock held by it (the “Sponsor Earn-Out Shares”) to become subject to vesting and forfeiture

conditions tied to the trading price of PubCo Common Stock during the period commencing on the Closing Date and expiring on the fifth

(5th) anniversary of the Closing Date (the “Earn-Out Period”) (the “Sponsor Earn-Out Arrangement”).

Pursuant to the Sponsor Earn-Out Arrangement, the Sponsor Earn-Out Shares will vest in three tranches, with 767,500 shares vesting if the trading price of PubCo Common

Stock equals or exceeds $12.50 per share, 767,500 shares vesting if the trading price of PubCo Common Stock equals

or exceeds $15.00 per share and 500,000 shares vesting if the trading price of PubCo Common Stock equals

or exceeds $17.50 per share, respectively, for any twenty (20) trading days within

any thirty (30) consecutive trading day period during the Earn-Out Period, and will otherwise be forfeited to PubCo for no consideration

upon expiration of the Earn-Out Period. In the event of a PubCo Sale during the Earn-Out Period, the Sponsor Earn-Out Shares will vest on an accelerated basis

depending on the PubCo Sale Price (as defined in the Business Combination Agreement), including on a pro rata basis if the PubCo Sale

Price is at least $12.50 but less than $15.00 per share or at least $15.00 per share but less than $17.50 per share.

Immediately prior to the effective time of the Merger and as a condition

to the consummation of the Merger, Ultimate Holdings will effect a redemption of the Ultimate Holdings Class B Units in exchange for an

equivalent number of REDLattice Class B Units and, immediately following such redemption, REDLattice’s outstanding Class V Units,

Class P Units, Class A Units, vested Class B Units, and Class S Units will be reclassified into REDLattice Class A-1 Units and REDLattice’s

unvested Class B Units will be recapitalized into REDLattice Class A-2 Units (collectively, the “REDLattice Recapitalization”).

In accordance with the terms and subject to the conditions set forth

in the Business Combination Agreement, at the effective time of the Merger (the “Merger Effective Time”), each

REDLattice Class A-1 Unit issued and outstanding as of immediately prior to the Merger Effective Time (excluding treasury units) will

automatically be cancelled and converted into the right to receive a number of shares of PubCo Common Stock equal to the Consideration

Ratio (as defined below), and each REDLattice Class A-2 Unit issued and outstanding as of immediately prior to the effective time of the

Merger will automatically be cancelled and converted into a corresponding number of restricted shares of PubCo Common Stock equal to the

Consideration Ratio, containing the same vesting and other provisions as applied to such REDLattice Class A-2 Unit immediately prior to

the Merger Effective Time. Following the Merger, there will be a single class of PubCo Common Stock outstanding. Additionally, at the

Merger Effective Time, each outstanding and unexercised option to purchase REDLattice Units (each, a “REDLattice Option”)

will be assumed by PubCo and become an option of PubCo (each, a “PubCo Option”) containing the same terms, conditions,

vesting, and other provisions as are applicable to such REDLattice Option immediately prior to the Merger Effective Time, provided that

each PubCo Option will be exercisable for the number of shares of PubCo Common Stock equal to the Consideration Ratio multiplied by the

number of REDLattice Units subject to the REDLattice Option as of immediately prior to the Merger Effective Time, rounded down to the

nearest whole share, at an exercise price equal to the per unit exercise price of the REDLattice Option divided by the Consideration Ratio,

rounded up to the nearest whole cent.

The “Aggregate Merger Consideration”

to be issued to the holders of REDLattice Units (the “REDLattice Unitholders”) in connection with the Merger

will be a number of shares of PubCo Common Stock determined by dividing (a) the Equity Value (as defined below) by (b) $10.00. “Equity

Value” means an amount equal to the sum of (x) $1,250,000,000 minus Closing Indebtedness (as defined below) (the “Base

Equity Value”), plus (y) the aggregate exercise price that would be paid to REDLattice in respect of all REDLattice

Options if exercised in full immediately prior to the Merger Effective Time. The “Closing Indebtedness” includes

all Indebtedness outstanding as of the Closing. The “Consideration Ratio” is the number of shares of PubCo

Common Stock to be issued in exchange for each issued and outstanding REDLattice Unit upon the Merger, and is equal to the quotient obtained

by dividing (i) the Aggregate Merger Consideration by (ii) the Aggregate Fully Diluted REDLattice Units. The “Aggregate Fully

Diluted REDLattice Units” means the sum, without duplication, of (1) the aggregate number of REDLattice Units issued and

outstanding immediately prior to the Merger Effective Time, plus (2) the aggregate number of REDLattice Units that are issuable

upon, or subject to, the exercise or settlement of REDLattice Options (whether or not then vested or exercisable), in each case, that

are outstanding immediately prior to the effective time of the Merger.

Representations, Warranties and Covenants

The Business Combination Agreement contains customary representations

and warranties by the parties thereto. The Business Combination Agreement also contains customary pre-Closing covenants of the parties,

including the obligation of Bold Eagle and REDLattice and their respective subsidiaries to conduct their businesses in the ordinary course

and to refrain from taking certain specified actions, subject to certain exceptions, without the prior written consent of each other.

The Business Combination Agreement also provides

that Bold Eagle will use its reasonable best efforts to cause PubCo’s securities to be approved for listing on the New York Stock

Exchange, NYSE American LLC, or the Nasdaq Stock Market (collectively, the “Stock Exchange”).

Indemnification and Insurance

The Business Combination Agreement provides that

all existing rights to indemnification in favor of directors, officers and managers of Bold Eagle, Merger Sub, and REDLattice will survive

the consummation of the Business Combination and will remain in full force and effect for a period of six (6) years following the Closing.

PubCo’s certificate of incorporation and bylaws (as adopted at the Domestication) will also contain provisions with respect to

indemnification, exculpation and advancement of expenses no less favorable than comparable provisions within Bold Eagle’s and REDLattice’s

organizational documents.

The Business Combination Agreement also provides that, at or prior

to the Closing, each of Bold Eagle and REDLattice will purchase a separate “tail” directors’ and officers’ liability

insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Closing, covering

each person currently covered by their respective existing directors’ and officers’ liability insurance policies, on terms

no less favorable than those currently in effect, for a six (6)-year period following the Closing; provided that neither Bold Eagle nor

REDLattice will be required to expend on the premium in excess of 300% of the aggregate annual premiums currently payable under their

respective current policies.

Following the date of the Closing

(the “Closing Date”), the exculpation, indemnification and advancement of expenses provisions

currently in effect for the benefit of directors, officers and managers of Bold Eagle, Merger Sub, and REDLattice, including under

any existing indemnification agreements between such persons and Bold Eagle, Merger Sub, or REDLattice, will continue in effect on

the terms described above. Additionally, at the effective time of the Domestication and the effective time of the Merger,

respectively, PubCo and REDLattice will assume Bold Eagle’s existing rights and obligations under indemnification agreements

between Bold Eagle and the Parent Indemnitees, including the Administrative Services and Indemnification Agreement, dated as of

October 23, 2024, by and among Bold Eagle, the Sponsor and Eagle Equity Partners, LLC, and such assumed obligations, including with

respect to indemnification, exoneration, exculpation, advancement and expense reimbursement, will continue to be effective following

the Closing.

Registration Statement / Proxy Statement

As promptly as reasonably practicable

after the date of the Business Combination Agreement, Bold Eagle will prepare and file a registration statement on Form S-4 relating

to the Business Combination and certain other matters (the “Registration

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

which will contain a combined proxy statement/prospectus relating to a special meeting of Bold Eagle’s shareholders to approve

the Business Combination (the “Bold Eagle Shareholder Meeting”).

Governance

The Business Combination Agreement provides that

PubCo’s board of directors will initially consist of nine (9) directors where: (i) six (6) directors will be designated by REDLattice

(at least two (2) of whom will qualify as independent directors); (ii) one (1) director will be REDLattice’s Chief Executive Officer;

(iii) one (1) independent director will be nominated by the Sponsor and approved by REDLattice; and (iv) one (1) independent director

will be mutually agreeable to the Sponsor and REDLattice. The officers of REDLattice immediately prior to the effectiveness of the Merger

are expected to be the officers of PubCo as of immediately after the effectiveness of the Merger, until their respective successors are

duly elected or appointed and qualified, or until their earlier death, resignation or removal.

PubCo Certificate of Incorporation and Bylaws

Pursuant to the Business Combination Agreement,

concurrently with Closing, Bold Eagle will file a certificate of incorporation with the Secretary of State of the State of Delaware (the

“PubCo COI”) and adopt bylaws (the “PubCo Bylaws”), in each case, in a form to be

mutually agreed upon by Bold Eagle and REDLattice, which will govern the rights, privileges, and preferences of the holders of PubCo

securities after the Closing.

Equity Incentive Plan and Employee Stock Purchase

Plan

The Business Combination Agreement provides that, in connection with

the consummation of the Business Combination, PubCo will adopt a customary equity incentive plan in a form to be mutually agreed by Bold

Eagle and REDLattice, including an Israeli sub-plan to be submitted to the Israeli Tax Authority (the “PubCo Equity Incentive

Plan”). The number of shares of PubCo Common Stock initially reserved for issuance under the PubCo Equity Incentive Plan

will equal ten percent (10%) of PubCo Common Stock on a fully-diluted basis. The PubCo Equity Incentive Plan will also include an “evergreen”

provision providing for an automatic increase on the first day of each fiscal year equal to five percent (5%) of PubCo Common Stock on

a fully-diluted basis.

The Business Combination Agreement also provides

that PubCo will adopt a customary employee stock purchase plan in a form to be mutually agreed by Bold Eagle and REDLattice (the “PubCo

Employee Stock Purchase Plan”). None of the equity awards or PubCo Common Stock issued under the PubCo Equity Incentive

Plan or the PubCo Employee Stock Purchase Plan will result in any deduction to the Equity Value.

PubCo Common Stock Financing Cooperation

The Business Combination Agreement also provides that, during the Interim

Period, Bold Eagle and REDLattice will work diligently and use collective commercially reasonable efforts to locate and secure additional

financing that, together with the Subscription Agreements for Equity Securities exchangeable for PubCo Common Stock executed on or prior

to the date of the Business Combination Agreement, will be sufficient to satisfy the $100,000,000 minimum aggregate common stock closing

cash condition set forth in the Business Combination Agreement, with such additional financing to be in the form of PubCo Common Stock,

on terms and conditions substantially consistent, in all material respects, with the Subscription Agreement, unless otherwise mutually

agreed by each of Bold Eagle and REDLattice.

Conditions to the Parties’ Obligations

to Consummate the Business Combination

Under the Business Combination Agreement, the obligations of the parties

to consummate the Business Combination are subject to certain conditions, including, among others: (i) delivery of the written consent

of Ultimate Holdings, REDLattice’s sole member, approving the Business Combination Agreement and the transactions contemplated thereby

and the requisite approval of Bold Eagle’s shareholders; (ii) the absence of adverse laws, rules, regulations, judgments, decrees,

executive orders or awards making the Business Combination illegal or otherwise prohibiting its consummation; (iii) the Registration Statement

having been declared effective by the SEC under the Securities Act of 1933, as amended (the “Securities Act”),

with no stop order in effect and no proceedings to suspend its effectiveness initiated or threatened by the SEC; (iv) the PubCo Common

Stock having been approved for listing on the Stock Exchange; and (v) the expiration or receipt of applicable antitrust and other regulatory

approvals.

The obligations of Bold Eagle and Merger Sub to consummate the Business

Combination are further subject to additional conditions, including, among others: (i) the truth and accuracy of the representations and

warranties of REDLattice, subject to the materiality standards contained in the Business Combination Agreement; (ii) material compliance

by REDLattice with its pre-Closing agreements and covenants under the Business Combination Agreement; (iii) no Material Adverse Effect

(as defined in the Business Combination Agreement) having occurred since the signing of the Business Combination Agreement that is continuing;

(iv) receipt of a customary officer’s certificate of REDLattice certifying satisfaction of the foregoing conditions; (v) Ultimate

Holdings having executed the Registration Rights Agreement (as defined below) and the Lock-Up Agreement (as defined below); (vi) receipt,

in a form and substance reasonably acceptable to Bold Eagle, of evidence of the termination of certain contracts as set forth in the schedules

to the Business Combination Agreement; (vii) certain employment agreements between certain of REDLattice’s executive employees and

Bold Eagle (or one of its subsidiaries) having been entered into; and (viii) the REDLattice Recapitalization having been completed.

The obligations of REDLattice to consummate

the Business Combination are further subject to additional conditions, including, among others: (i) the truth and accuracy of the

representations and warranties of Bold Eagle, subject to the materiality standards contained in the Business Combination Agreement;

(ii) material compliance by Bold Eagle with its pre-Closing agreements and covenants under the Business Combination Agreement; (iii)

receipt of a customary officer’s certificate of Bold Eagle certifying satisfaction of the foregoing conditions; (iv) the PubCo

Charter having been filed with, and declared effective by, the Delaware Secretary of State; (v) the Registration Rights Agreement,

Lock-Up Agreement, and the Director Nomination Agreement (as defined below) having been entered into; (vi) the aggregate cash

actually received or deemed received by Bold Eagle at Closing or during the Interim Period (as defined in the Business Combination

Agreement) in respect of the portion of the PIPE Investment in and for convertible notes of PubCo being greater than $250,000,000;

(vii) the aggregate cash actually received or deemed received by Bold Eagle or REDLattice at the Closing or during the Interim

Period in respect of the issuance and sale of PubCo Common Stock or equity interests that will convert into shares of PubCo Common

Stock at the Closing, plus the aggregate cash proceeds actually received by Bold Eagle on the Closing Date pursuant to each

of the AE Subscription Agreement and Sponsor Subscription Agreement, plus the aggregate cash proceeds available for release

to Bold Eagle from the trust account in connection with the transaction contemplated by the Business Combination Agreement (net of

redemptions, but for the avoidance of doubt, prior to the payment of Transaction Expenses (as defined in the Business Combination

Agreement), being greater than or equal to $100,000,000; (viii) Merger Sub having delivered to REDLattice a copy of Merger

Sub’s Internal Revenue Service Form 8832 election to be treated as a corporation for U.S. federal income tax purposes,

effective as of a date no later than the Closing Date; (ix) the size and composition of PubCo’s board of directors being

as set forth in the Business Combination Agreement, as described above under “Governance”; (x) the

Domestication having been consummated; and (xi) Ultimate Holdings having received a valid tax certificate, in form and substance

reasonably acceptable to Bold Eagle, confirming that no withholding of Israeli tax is required with respect to the portion of the

Per Unit Merger Consideration (as defined in the Business Combination Agreement) payable to Ultimate Holdings that is attributable

to its non-Israeli-resident equityholders.

Termination Rights

The Business Combination Agreement may be

terminated under certain customary and limited circumstances (1) at any time prior to the Closing: (i) by mutual written consent of

Bold Eagle and REDLattice; (ii) by either Bold Eagle or REDLattice if the Closing has not occurred on or prior to the date that is

nine (9) months following the date of the Business Combination Agreement (the “Outside Closing Date”)

(subject to certain automatic extensions and cure periods set forth in the Business Combination Agreement); provided, that, in the

event that, as of the date that is eight (8) months following the date of the Business Combination Agreement, Aggregate Parent

Common Committed Cash (as defined in the Business Combination Agreement) is less than $100,000,000 (which, for the avoidance of

doubt, is not subject to cure), REDLattice shall have the right, at its sole option, to terminate the Business Combination Agreement

without liability to any other party; (iii) by either Bold Eagle or REDLattice if the consummation of the Business Combination is

permanently enjoined or prohibited by the terms of a final, non-appealable government order or other law; (2) at any time prior to

the Domestication: (iv) by either Bold Eagle or REDLattice if Bold Eagle’s shareholder approvals are not obtained at the Bold

Eagle Shareholder Meeting; (v) by Bold Eagle if REDLattice is in material breach of its representations, warranties or obligations

that would render certain of the conditions to the obligations of Bold Eagle and Merger Sub incapable of being satisfied and such

breach is not cured, or cannot be cured, within thirty (30) days following notice of such breach, or if written consent of Ultimate

Holdings, is not obtained and delivered to Bold Eagle within two (2) business days after the date of the Business Combination

Agreement; (vi) by REDLattice if Bold Eagle is in material breach of its representations, warranties or obligations that would

render certain of the conditions to the obligations of REDLattice incapable of being satisfied and such breach is not cured, or

cannot be cured, within thirty (30) days following notice of such breach; or (vii) by REDLattice if (x) REDLattice reasonably

believes, upon its receipt of tangible evidence, that the aggregate cash actually received by Bold Eagle at Closing or during the

Interim Period in respect of the portion of the PIPE Investment in and for convertible notes of PubCo is not reasonably expected to

meet or exceed $250,000,000, and (y) within thirty (30) days following receipt by Bold Eagle of a written notice from REDLattice

describing such anticipated shortfall in reasonable detail, Bold Eagle has failed to secure commitments for the funding of an

additional amount of cash to satisfy such threshold. The right to terminate the Business Combination Agreement under clauses (ii),

(iii), (iv) and (vii) above will not be available to a party if the failure of such party to fulfill any obligation under the

Business Combination Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur.

No party will have any liability

after the termination of the Business Combination Agreement, except for liability arising out of, or incurred as a result of, a party’s

willful breach of the Business Combination Agreement or such party’s Fraud (as defined in the Business Combination Agreement) occurring

prior to such termination.

A copy of the Business Combination Agreement

is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the

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

to the full text of the Business Combination Agreement filed with this Current Report on Form 8-K. The Business Combination Agreement

is included to provide security holders with information regarding its terms. It is not intended to provide any other factual information

about Bold Eagle, REDLattice, PubCo, or Merger Sub. In particular, the assertions embodied in representations and warranties by Bold

Eagle, REDLattice, PubCo, and Merger Sub contained in the Business Combination Agreement are subject to important qualifications and

limitations agreed to by the parties in connection with negotiating such agreement, including being qualified by confidential information

in the disclosure schedules provided by the parties in connection with the execution of the Business Combination Agreement, and are subject

to standards of materiality applicable to the contracting parties that may differ from those applicable to security holders. The confidential

disclosures contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the

Business Combination Agreement. Moreover, certain representations and warranties in the Business Combination Agreement were used for

the purpose of allocating risk between the parties, rather than establishing matters as facts. Accordingly, security holders should not

rely on the representations and warranties in the Business Combination Agreement as characterizations of the actual state of facts about

Bold Eagle, REDLattice, PubCo, and Merger Sub. Moreover, information concerning the subject matter of the representations and warranties

may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in Bold

Eagle’s public disclosures.

Other Agreements

The Business Combination Agreement contemplates

the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:

Subscription Agreement

Contemporaneously with the execution of the

Business Combination Agreement, Bold Eagle entered into subscription agreements (the “Subscription

Agreements”) with certain qualified institutional buyers, institutional accredited investors, and other accredited

investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed, subject

to the terms and conditions therein, to subscribe for and purchase, immediately prior to the

Closing, (i) shares of PubCo Common Stock at a purchase price equal to $10.00 per share (the “PIPE

Shares”) and/or (ii) 4.00% Convertible Senior Notes due 2031 (“Convertible Notes”), for an

aggregate investment amount of (x) up to $275,000,000 of Convertible Notes and (y) $60,000,000 of PIPE Shares

(the transactions described in clauses (i) and (ii), collectively, the “PIPE Investment”). The common

stock PIPE Investment includes participation by (i) an affiliate of AE Industrial Partners, an existing investor in REDLattice, and

(ii) an affiliate of the Sponsor. The Convertible Notes will have the terms set forth in the indenture in respect of the Convertible

Notes to be entered into in connection with the Closing between PubCo and U.S. Bank Trust Company, NA, as trustee (the

“Trustee”), in substantially the form attached to the Subscription Agreement (the

“Indenture”). The Convertible Notes are convertible into shares of PubCo Common Stock (the

“Underlying Shares”) at an initial conversion rate equal to approximately 80 shares of PubCo Common Stock

per $1,000 of principal amount of the Convertible Notes (subject to customary adjustment provisions set forth in the Indenture), and

will mature on the fifth-year anniversary of the Closing Date. PIPE Investors may assign their Subscription Agreement or their

rights thereunder to certain affiliated funds or accounts without consent, or to a third-party with the prior written consent of

both Bold Eagle and REDLattice.

PubCo may elect to redeem the Convertible

Notes, in whole or in part (subject to certain limitations), in cash only if the last reported sale price per share of the PubCo Common Stock is equal to or greater than 130% of the product of the then-applicable conversion price and the accretion ratio for a

specified period of time. Following delivery of a redemption notice by PubCo, holders of the Convertible Notes will have the right,

at their option, to convert their Convertible Notes prior to the redemption date based on the then-applicable conversion rate per

original principal amount of Convertible Notes. Holders who convert Convertible Notes called for redemption in connection with such

redemption will be entitled to a make-whole increase to the conversion rate.

Holders of the Convertible Notes have the right

to require PubCo to repurchase all or a portion of their Convertible Notes upon the occurrence of a fundamental change (as defined in

the Indenture), subject to certain exceptions. The cash repurchase price will be 100% of the accreted principal amount of the Convertible

Notes at the time, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

PIPE Investors

purchasing PIPE Shares may elect to satisfy their PIPE Investment by using Currently Owned Shares (as defined below) and/or Open-Market

Purchase Shares (as defined below) no later than one (1) business day prior to the redemption deadline for the Bold Eagle Shareholder

Meeting subject to the satisfaction of certain conditions set forth in the Subscription Agreement. The use of either Currently Owned Shares

and/or Open-Market Purchase Shares would reduce the number of PIPE Shares that such PIPE Investor is obligated to purchase pursuant to

the Subscription Agreement on a one-for-one basis (the “Reduction Right”). “Currently Owned Shares”

means Bold Eagle Class A Shares that the PIPE Investor or its affiliates beneficially own as of the date of the Subscription Agreement.

“Open-Market Purchase Shares” means Bold Eagle Class A Shares purchased by the PIPE Investor or its affiliates

for their own accounts pursuant to open-market transactions with third parties at a per share price less than the final per share redemption

price payable to holders of Public Shares who validly redeem their shares in connection with the Business Combination.

Bold Eagle has agreed to endeavor

to, on or prior to Closing, and will in no event later than thirty (30) calendar days after the Closing date, file a shelf registration statement to register the resale of the PIPE Shares and Underlying Shares.

The closing of the PIPE Investment

is expected to occur immediately prior to the Closing. The closing of the PIPE Investment is conditioned on (i) the PubCo Common Stock

having been approved for listing on the Stock Exchange; (ii) all conditions precedent to the closing of the Business Combination set forth

in Article IX of the Business Combination Agreement having been satisfied or waived; (iii) the absence of specified adverse laws,

rules, regulations, judgments, decrees, executive orders or awards making the PIPE Investment illegal or otherwise prohibiting its consummation;

and (iv) Bold Eagle and the Trustee having executed the Indenture. The obligations of Bold Eagle to consummate the PIPE Investments are

further subject to additional conditions, including, among other things: (i) the truth and accuracy of the representations and warranties

of the PIPE Investors, subject to customary bring-down standards; and (ii) material compliance by the PIPE Investors with their agreements

and covenants under the Subscription Agreement. The obligations of the PIPE Investors to consummate the PIPE Investments are further subject

to additional conditions, including, among other things: (i) the truth and accuracy of the representations and warranties of Bold Eagle

in the Subscription Agreement, subject to customary bring-down standards; (ii) material compliance by Bold Eagle with its agreements and

covenants under the Subscription Agreement; (iii) the Business Combination Agreement shall not have been amended, modified, or supplemented,

and no condition waived thereunder, in a manner that would reasonably be expected to materially and adversely affect the economic benefits

that a PIPE Investor would reasonably expect to receive under the Subscription Agreement; (iv) receipt of a customary officer’s

certificate of Bold Eagle certifying Bold Eagle’s organizational documents and providing a good standing certificate and (v) Bold

Eagle and REDLattice, collectively, having received an aggregate of not less than $100 million of gross equity proceeds from (x) the issuance and sale of shares of PubCo Common Stock or securities

that will convert into shares of PubCo Common Stock at the Closing funded following the date of the Subscription Agreement up to concurrently

with Closing and (y) cash available for release from the Trust Account, net of amounts required to satisfy redemptions properly made and

not withdrawn, but prior to the payment of any transaction expenses.

The Subscription Agreements will

terminate upon the earlier to occur of (i) the termination of the Business Combination Agreement, (ii) the mutual written agreement

of the parties thereto, (iii) the failure of the conditions to the consummation of the PIPE Investment as of the Closing Date of the Business

Combination; and (iv) the date that is nine (9) months after the date of the applicable Subscription Agreement, provided that a PIPE

Investor will not be entitled to terminate its Subscription Agreement pursuant to clause (iv) for so long as the Closing has not occurred

as a result of a breach by such PIPE Investor, or an affiliate of such PIPE Investor, of its obligations under the applicable Subscription

Agreement.

The foregoing description of the Subscription

Agreements is not complete and is qualified in its entirety by reference to the Subscription Agreements, a form of which is attached as

Exhibit 10.1 to this Current Report, and the Indenture, a form of which is attached as Exhibit 4.1 to this Current Report, and incorporated

herein by reference.

Sponsor Support Agreement

In connection with the execution of the Business

Combination Agreement, on September 25, 2026, the Sponsor and members of Bold Eagle’s board of directors and management team (collectively

with the Sponsor, the “Sponsor Parties”) entered into the Sponsor Support Agreement with Bold Eagle and REDLattice,

pursuant to which the Sponsor Parties agreed (i) to vote, at any meeting of the Bold Eagle shareholders, and in any action by written

consent of the Bold Eagle shareholders, all Bold Eagle Ordinary Shares in favor of the Business Combination Agreement and each of the

proposals presented by Bold Eagle in the Registration Statement, and against any alternative proposal or transactions, or any other transactions

that would materially impede the consummation of the Business Combination, (ii) to certain non-solicitation limitations with respect to

alternative proposals, (iii) to waive, conditioned upon the occurrence of Closing, any adjustment or other anti-dilution rights with respect

to the rate at which Bold Eagle Class B Shares convert into Bold Eagle Class A Shares in connection with the Bold Eagle Class B Share

Conversion, such that the Bold Eagle Class B Shares shall convert into Bold Eagle Class A Shares on a one-to-one basis, which waiver is

effective only in connection with the Business Combination and will lapse if the Restricted Period (as defined in the Sponsor Support

Agreement) ends for a reason other than the Closing, (iv) to waive any dissenters’, appraisal, or other similar rights with respect

to the Business Combination Agreement and each of the proposals presented by Bold Eagle in the Registration Statement, and (v) to refrain

from transferring, or exercising any redemption rights with respect to, or entering into certain hedging, swap or voting arrangements

with respect to, the Bold Eagle Class B Shares (including the Bold Eagle Class A Shares and shares of PubCo Common Stock issued upon conversion

thereof) and the 358,000 Class A ordinary shares of Bold Eagle issued to the Sponsor in a private placement concurrently with the closing

of Bold Eagle’s initial public offering (including shares of PubCo Common Stock issued upon conversion thereof) (collectively, the

“Sponsor Lock-Up Shares”), except to certain permitted transferees who execute a joinder agreeing to be bound

by the Sponsor Support Agreement, until the earlier of (A) 180 days after the Closing Date and (B) the date on which a PubCo Sale is consummated

(the “Lock-Up Period”). Permitted transfers of the Sponsor Lock-Up Shares include, among others, transfers to

officers, directors or affiliates of Bold Eagle, PubCo or the Sponsor, transfers to members, managers, officers or directors of the Sponsor

or their affiliates, transfers to affiliates of a Sponsor Party or entities under common investment management, transfers by a natural

person by gift, by will or intestate succession, or pursuant to a qualified domestic relations order, transfers by operation of law upon

dissolution of the Sponsor, and entry into a Rule 10b5-1 trading plan that does not permit any sales of Sponsor Lock-Up Shares during

the Lock-Up Period, in certain cases, subject to the transferee’s execution of a joinder agreeing to be bound by the Sponsor Support

Agreement.

Additionally, the Sponsor agreed to the vesting

and forfeiture terms of the Sponsor Earn-Out Arrangement applicable to the Sponsor Earn-Out Shares, as described above under “Business

Combination Agreement.” The Sponsor further agreed that, if Bold Eagle Transaction Expenses (as defined in the Business Combination

Agreement) as of immediately prior to the Merger Effective Time exceed $20,000,000 (or such higher amount as may be mutually agreed by

Bold Eagle and REDLattice), the Sponsor will waive repayment of any indebtedness owed to the Sponsor or its affiliates to the extent

necessary to ensure that Bold Eagle Transaction Expenses do not exceed such limit.

The Sponsor Support Agreement will automatically

terminate upon the earlier of (i) the termination of the Lock-Up Period, (ii) the termination of the Business Combination Agreement

in accordance with its terms and (iii) the liquidation of Bold Eagle prior to the Closing, or upon the mutual written agreement of Bold

Eagle and REDLattice.

The foregoing description of the Sponsor Support

Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement,

a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Lock-Up Agreement

In connection with the Closing, PubCo, REDLattice

and Ultimate Holdings will enter into the Lock-Up Agreement, pursuant to which Ultimate Holdings will agree not to transfer, whether

by sale, assignment, pledge, hypothecation, hedge or other disposition, or through the establishment or increase of a put equivalent

position or the liquidation or decrease of a call equivalent position (each, a “Transfer”), or enter into certain

hedging, swap or voting arrangements with respect to, any shares of PubCo Common Stock issued to it upon conversion of its Company Class

A-1 Units in connection with the Business Combination, or any shares of PubCo Common Stock that Ultimate Holdings acquires following

the Closing (the “Lock-Up Shares”), during the Lock-Up Period. Permitted Transfers during the Lock-Up

Period include, among others, Transfers to officers, directors or affiliates of REDLattice, PubCo or Ultimate Holdings, Transfers to

limited partners or affiliates of Ultimate Holdings, Transfers by operation of law upon dissolution of Ultimate Holdings, and entry into

a Rule 10b5-1 trading plan that does not permit any sales of Lock-Up Shares during the Lock-Up Period, in certain cases, subject to the

transferee’s execution of a joinder agreeing to be bound by the Lock-Up Agreement. The Lock-Up Agreement also provides that any

amendment or waiver of its terms requires that PubCo concurrently amend or waive the corresponding terms of the Sponsor Support

Agreement. Following the Closing, PubCo will place appropriate legends on the Lock-Up Shares and deliver stop transfer instructions to

the Transfer Agent reflecting the restrictions set forth in the Lock-Up Agreement.

The Lock-Up Agreement will automatically terminate

upon the earlier of (i) the termination of the Lock-Up Period or (ii) the mutual written agreement of each of the Parties, provided that

such termination will not relieve any party from liability for any willful and material breach of, or actual fraud in connection with,

the Lock-Up Agreement occurring prior to termination, and certain customary provisions of the Lock-Up Agreement will survive such termination.

The foregoing description of the Lock-Up

Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement,

a copy of which is included as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Registration Rights Agreement

In connection with the Closing, REDLattice,

Ultimate Holdings, the Sponsor, and certain directors and officers of PubCo and other shareholders will enter into a Registration

Rights Agreement with PubCo (the “Registration Rights Agreement”), which will supersede the registration

rights agreement, dated as of October 23, 2024, entered into by Bold Eagle, the Sponsor and the Bold Eagle Insiders in connection

with Bold Eagle’s initial public offering (the “BEAC Registration Rights Agreement”). Pursuant to

the Registration Rights Agreement, among other things, PubCo will agree that, within 30 calendar days following Closing, PubCo will

file with the SEC (at PubCo’s sole cost and expense) a registration statement registering the resale of certain shares of

PubCo Common Stock held by or issuable to the parties thereto, and PubCo will use its commercially reasonable efforts to have the

resale registration statement declared effective as soon as reasonably practicable after filing. Such holders will be entitled to

customary piggyback registration rights and each of Ultimate Holdings and the Sponsor will be entitled to request underwritten shelf

takedowns off of such resale registration statement, in each case at PubCo’s sole cost and expense; provided that the Sponsor

will be entitled to initiate up to two underwritten shelf takedowns under the Registration Rights Agreement, subject to a minimum

expected offering size threshold. In addition, each

Holder will also be entitled to conduct block trades and other coordinated offerings, in each case subject to minimum offering size

thresholds and other customary conditions set forth in the Registration Rights Agreement.

The Registration Rights Agreement supersedes and

terminates the BEAC Registration Rights Agreement, effective as of the Closing, and no party thereto will have any further rights under

the BEAC Registration Rights Agreement from and after such time. The Registration Rights Agreement will terminate with respect to any

holder party thereto on the date that such holder no longer holds any Registrable Securities (as defined therein).

The foregoing description of the Registration Rights Agreement

is qualified in its entirety by reference to the full text of the form of Registration Rights Agreement, a copy of which is included as

Exhibit 10.4 to this Current Report on Form 8-K, and incorporated herein by reference.

Director Nomination Agreement

In connection with the Closing, PubCo and

Ultimate Holdings will enter into a director nomination agreement (the “Director Nomination Agreement”),

pursuant to which PubCo will agree to permit Ultimate Holdings and its permitted transferees, the right to designate six individuals

for appointment to PubCo’s board of directors, subject to certain conditions. The Director Nomination Agreement provides

Ultimate Holdings the right to designate (i) six nominees for so long as Ultimate Holdings beneficially owns 80% or more of the

voting interests held by Ultimate Holdings immediately after the effective time of the Business Combination (the

“Original Amount”); (ii) five nominees for so long as Ultimate Holdings beneficially owns at least 65% and

less than 80% of the Original Amount; (iii) four nominees for so long as Ultimate Holdings beneficially owns at least 50% and less

than 65% of the Original Amount; (iv) three nominees for so long as Ultimate Holdings beneficially owns at least 35% and less than

50% of the Original Amount; (v) two nominees for so long as Ultimate Holdings beneficially owns at least 20% and less than 35% of

the Original Amount; and (vi) one nominee for so long as Ultimate Holdings beneficially owns at least 5% and less than 20% of the

Original Amount. In each case, any applicable nominee must comply with applicable law and stock exchange rules. PubCo’s board

of directors will initially consist of nine (9) directors divided into three classes serving staggered three-year terms.

The foregoing description of the Director Nomination Agreement

does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Director Nomination Agreement,

a copy of which is included as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02. Unregistered Sales

of Equity Securities.

The disclosure

set forth above in Item 1.01 of this Current Report with respect to the issuance of PubCo Common Stock in connection with the transactions

contemplated by the Business Combination Agreement and the Subscription Agreements is incorporated by reference herein. The shares of

PubCo Common Stock issuable to Ultimate Holdings pursuant to the Business Combination Agreement and the PIPE Shares, Convertible Notes,

and Underlying Shares (if any) issuable pursuant to the Subscription Agreements will not be registered under the Securities Act, in reliance

on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Item 7.01. Regulation FD Disclosure.

On September 28, 2026, Bold Eagle and REDLattice issued a joint press

release announcing their entry into the Business Combination Agreement. The press release is furnished hereto as Exhibit 99.1 and incorporated

by reference into this Item 7.01.

In addition, furnished as Exhibit 99.2 hereto is an investor presentation,

dated September 2026, that will be used by Bold Eagle and REDLattice with respect to the Business Combination.

Furnished hereto as Exhibit 99.3 are audited consolidated financial

statements of REDL Intermediate Holdings, LLC and its subsidiaries as of and for the years ended December 31, 2025 and 2024.

The foregoing (including Exhibits 99.1, 99.2

and 99.3) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange

Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing

under the Securities Act or the Exchange Act.

Additional Information about the Business Combination and Where

to Find it

In connection with the Business Combination, Bold Eagle and REDLattice

will prepare, and Bold Eagle will file, the Registration Statement with the SEC, which will include a preliminary proxy statement and

preliminary prospectus of Bold Eagle with respect to the securities to be offered in the Business Combination. After the Registration

Statement is declared effective, Bold Eagle will mail a definitive proxy statement/final prospectus to its shareholders as of a record

date to be established for voting on the Business Combination. The Registration Statement, including the proxy statement/prospectus contained

therein, will contain important information about the Business Combination and the other matters to be voted upon at the Bold Eagle Shareholder

Meeting. This Current Report on Form 8-K does not contain all the information that should be considered concerning the Business Combination

and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters.

Bold Eagle and REDLattice may also file other documents with the SEC regarding the Business Combination. Bold Eagle’s shareholders

and other interested persons are advised to read, when available, the Registration Statement, including the preliminary proxy statement/preliminary

prospectus contained therein, the amendments thereto and the definitive proxy statement/final prospectus and other documents filed in

connection with the Business Combination, as these materials will contain important information about Bold Eagle, REDLattice, PubCo, and

the Business Combination. The documents filed by Bold Eagle and REDLattice with the SEC also may be obtained free of charge upon written

request to Bold Eagle at Bold Eagle Acquisition Corp., 955 Fifth Avenue, New York, NY 10075.

Participants in the Solicitation

REDLattice, PubCo and Bold Eagle and their

respective directors, managers and executive officers may be deemed under SEC rules to be participants in the solicitation of

proxies of Bold Eagle’s shareholders in connection with the Business Combination. Investors and security holders may obtain

more detailed information regarding the names and interests of Bold Eagle’s directors and officers in Bold Eagle’s

filings with the SEC, including Bold Eagle’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the

SEC on March 23, 2026, and which is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001852207/000121390026032983/ea0276711-10k_bold.htm,

under the headings “Directors, Executive Officers and Corporate Governance”, “Executive Compensation”,

“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Certain

Relationships and Related Transactions, and Director Independence.” Information regarding the persons who may, under SEC

rules, be deemed participants in the solicitation of proxies of Bold Eagle’s shareholders in connection with the Business

Combination will be set forth in the Registration Statement, when available. Investors, shareholders and other interested persons

are urged to read the Registration Statement, the proxy statement/prospectus included therein, and other relevant documents that

will be filed with the SEC carefully and in their entirety when they become available because they will contain important

information about the Transactions. Investors, shareholders and other interested persons will be able to obtain free copies of the

proxy statement/prospectus and other documents containing important information about REDLattice, PubCo and Bold Eagle through the

website maintained by the SEC at www.sec.gov.

Disclaimer

Past performance by Bold Eagle, REDLattice, and their respective management

teams, is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance

of Bold Eagle, REDLattice, and their respective management teams, or businesses associated with them as indicative of future performance

of an investment or the returns that the parties will, or are likely to, generate going forward.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements

that are based on REDLattice’s and our management’s beliefs and assumptions and on information currently available to management

with respect to Bold Eagle and REDLattice and the Business Combination, including expectations, hopes, beliefs, intentions, plans, prospects,

financial results or strategies regarding REDLattice and statements regarding the anticipated benefits and timing of the completion of

the Business Combination, and REDLattice’s expectations, intentions, strategies, assumptions or beliefs about future events, results

of operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are

identified by the words “believe,” “expect,” “anticipate,” “create,” “strategy,”

“opportunity,” “provide,” “expand,” “will,” “would,” “will be,”

“will continue,” “will likely result,” “will accelerate” and similar expressions. Forward-looking

statements are predictions, projections and other statements about future events or conditions that are based on current expectations

and assumptions and, as a result, are subject to risks and uncertainties, including: uncertainties as to the timing of the Business Combination;

the risk that the Business Combination may not be completed in a timely manner or at all; the risk that the Business Combination may not

be completed by prior to Bold Eagle’s business combination deadline; the failure by the parties to satisfy the conditions to the

consummation of the Business Combination, including the approval of Bold Eagle’s shareholders; the occurrence of any event, change

or other circumstance that could give rise to the termination of the negotiations or definitive agreements related to the Business Combination;

changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations;

changes in business, market, financial, political and regulatory conditions; the effect of the announcement or pendency of the Business

Combination on REDLattice’s business; the risk factors discussed in Bold Eagle’s Annual Report on Form 10-K for the year ended

December 31, 2025, filed with the SEC on March 23, 2026, the Registration Statement related to the Business Combination which is expected

to be filed with the SEC, and the other documents filed, or to be filed by REDLattice or Bold Eagle with the SEC from time to time. The

actual results could differ materially from those expressed in, or implied by, these forward-looking statements, and, accordingly, no

assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur. In addition, many

factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K.

There may also be additional risks that REDLattice and Bold Eagle do not presently know or that REDLattice and Bold Eagle currently believe

are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking

statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on forward-looking statements,

and none of REDLattice, Bold Eagle, or any of their respective representatives assumes any obligation and does not intend to update or

revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of REDLattice or Bold

Eagle, or any of their respective representatives gives any assurance that these expectations will be achieved on the time periods expected

or at all.

No Offer or Solicitation

This Current Report on Form 8-K and the exhibits hereto shall not constitute

a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the transaction. This Current Report

on Form 8-K also does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale

of securities in any jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification

under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the

requirements of Section 10 of the Securities Act.

Item

9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are

filed or furnished with this Current Report on Form 8-K:

Exhibit

Number

Description

2.1†

Business Combination Agreement, dated as of September 25, 2026, by

and among Bold Eagle Acquisition Corp., REDL Intermediate Holdings, LLC, BEAC Merger Sub, LLC, and, solely for the purposes of Section

6.9(e) thereof, REDL Ultimate Holdings, LP.

4.1

Form of Indenture.

10.1

Form of Subscription Agreement.

10.2†

Sponsor Support Agreement, dated as of September 25, 2026, by and among

Bold Eagle Acquisition Corp., Eagle Equity Partners IV, LLC, REDL Intermediate Holdings, LLC, and the other parties thereto.

10.3†

Form of Lock-Up Agreement.

10.4

Form of Registration Rights Agreement.

10.5

Form of Director Nomination Agreement.

99.1

Press Release, dated September 28, 2026.

99.2

Investor Presentation, dated September

2026.

99.3

Audited Consolidated Financial Statements of REDL Intermediate Holdings,

LLC and subsidiaries as of and for the years ended December 31, 2025 and 2024.

104

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

† Certain of the schedules and similar attachments 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.

SIGNATURE

Pursuant to the requirements

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

duly authorized.

BOLD EAGLE ACQUISITION CORP.

By:

/s/ Eli Baker

Name:

Eli Baker

Title:

Chief Executive Officer

Dated: September 28, 2026

EX-2.1

Filename: ea030545301ex2-1.htm · Sequence: 2

Exhibit 2.1

BUSINESS COMBINATION AGREEMENT

dated

September 25, 2026

by and among

REDL

Intermediate Holdings, LLC,

REDL ULTIMATE HOLDINGS, LP,

solely for the purposes of Section 6.9(e),

Bold

Eagle Acquisition Corp.,

and

BEAC

Merger Sub, LLC

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

1.1

Certain Definitions

1.2

Further Definitions

1.3

Construction

ARTICLE II THE DOMESTICATION AND THE MERGER

2.1

The Domestication

2.2

The Merger

2.3

Closing

2.4

Directors and Officers of PubCo and the

Surviving Company

2.5

Taking of Necessary Action; Further Action

2.6

Use of Proceeds

2.7

Transaction Expenses

ARTICLE III CONSIDERATION TO COMPANY SECURITYHOLDERS

3.1

Conversion of Company Securities

3.2

Closing Consideration Spreadsheet

3.3

Sponsor Earn-Out Consideration.

3.4

No Fractional Shares

3.5

Withholding

3.6

Option Tax Ruling

3.7

FIRPTA Certificate

3.8

No Further Ownership Rights in Company Securities

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY GROUP

4.1

Organization

4.2

Authorization

4.3

Governmental Authorization

4.4

Non-Contravention

4.5

Capitalization

4.6

Company Records

4.7

Subsidiaries

4.8

Financial Statements

4.9

Internal Accounting Controls

4.10

Absence of Certain Changes

4.11

Properties; Title to the Company’s

Assets

4.12

Litigation

4.13

Material Contracts

4.14

Licenses and Permits

4.15

Compliance with Laws

4.16

Intellectual Property

4.17

Privacy and Cybersecurity

4.18

Employees; Employment Matters

4.19

Employee Benefits

4.20

Real Property

4.21

Tax Matters

4.22

Environmental Laws

4.23

Finders’ Fees

4.24

Powers of Attorney and Suretyships

TABLE OF CONTENTS CONTINUED

Page

4.25

Managers and Officers

4.26

Anti-Corruption Laws, Anti-Money Laundering

Laws and Sanctions

4.27

Insurance

4.28

Affiliate Transactions

4.29

Top Customers, Vendors, and Suppliers

4.30

Government Contracts.

4.31

Investment Company Act

4.32

Information Supplied

4.33

Governmental Grants

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

5.1

Corporate Existence and Power

5.2

Authorization

5.3

Governmental Authorization

5.4

Non-Contravention

5.5

Finders’ Fees

5.6

Capitalization

5.7

Subsidiaries

5.8

Information Supplied

5.9

Trust Account

5.10

Parent SEC Documents and Financial Statements

5.11

Absence of Certain Changes

5.12

Certain Business Practices

5.13

Anti-Money Laundering Laws

5.14

Compliance with Laws

5.15

Affiliate Transactions

5.16

Litigation

5.17

Expenses, Indebtedness and Other Liabilities

5.18

Investment Company Act

5.19

Material Contracts and Commitments

5.20

Employees; Benefit Plans

5.21

Properties

5.22

Tax Matters

5.23

No Foreign Person

5.24

Interest in Competitors

5.25

Sponsor Support Agreement

5.26

Insurance

ARTICLE VI COVENANTS OF THE PARTIES

6.1

Conduct of Business

6.2

Exclusivity

6.3

Access to Information

6.4

Cooperation with Registration Statement,

Proxy Statement/Prospectus; Other Filings

6.5

Company Financial Statements and Financial

Information

6.6

Reasonable Best Efforts; Further Assurances;

Governmental Consents

6.7

Confidentiality

6.8

Directors’ and Officers’ Indemnification

and Liability Insurance

6.9

Certain Tax Matters

TABLE OF CONTENTS CONTINUED

Page

6.10

PubCo Common Stock Financing Cooperation

6.11

Litigation

6.12

Sponsor Indemnification

ARTICLE VII COVENANTS OF THE COMPANY

7.1

Commercially Reasonable Efforts to Obtain

Consents

7.2

Requisite Company Member Approval

7.3

Terminating Contracts

7.4

Company Recapitalization

ARTICLE VIII COVENANTS OF PARENT

8.1

Stock Exchange Listing

8.2

Equity Incentive Plan

8.3

Employee Stock Purchase Plan

8.4

Trust Account

8.5

PIPE Investment

8.6

Adoption of Registration Statement

8.7

Section 16 Matters

8.8

Obligations of Merger Sub

ARTICLE IX CONDITIONS TO CLOSING

9.1

Conditions to the Obligations of the Parties

9.2

Conditions to Obligations of Parent and

Merger Sub

9.3

Conditions to Obligations of the Company

9.4

Frustration of Conditions

9.5

Waiver of Conditions

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

Waiver of Jury Trial

11.9

Submission to Jurisdiction

11.10

Counterparts; Electronic Signatures

11.11

Entire Agreement

11.12

Severability

11.13

Further Assurances

11.14

Third Party Beneficiaries

11.15

Trust Account Waiver

11.16

Non-Recourse

11.17

Non-Survival of Representations and Warranties

11.18

No Other Representations; No Reliance

11.19

Conflicts and Privilege

iii

TABLE OF CONTENTS CONTINUED

EXHIBITS

Exhibit A

Form of Company Member Written Consent

Exhibit B

Sponsor Support Agreement

Exhibit C

Form of Subscription Agreement

Exhibit D

Form of Lock-Up Agreement

Exhibit E

Form of A&R Registration Rights Agreement

Exhibit F

Form of Surviving Company LLC Agreement

Exhibit G

Form of Certificate of Merger

Exhibit H

Form of Nomination Agreement

Exhibit I

Form of Option Holder’s Declaration

SCHEDULES

Company Schedules

Parent Schedules

BUSINESS COMBINATION AGREEMENT

This BUSINESS COMBINATION

AGREEMENT, dated as of September 25, 2026 (this “Agreement”), is entered into by and among REDL Intermediate Holdings,

LLC, a Delaware limited liability company (the “Company”), Bold Eagle Acquisition Corp., a Cayman Islands exempted

company (which shall de-register in the Cayman Islands and transfer 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 at the Domestication Effective Time) (prior to the Domestication

Effective Time, “Parent”, and at and after the Domestication Effective Time, “PubCo”), BEAC Merger

Sub, LLC, a Delaware limited liability company (“Merger Sub”), and, solely for the purposes of Section 6.9(e),

REDL Ultimate Holdings, LP, a Delaware limited partnership (“Ultimate Holdings”).

W I T N E S S E T H:

Ultimate Holdings is the direct parent of the Company, and the Company and its Subsidiaries (the Company and its Subsidiaries,

collectively, the “Company Group”) are in the business of providing design, development, research, implementation,

engineering, exploitation, maintenance and support services for cyber intelligence platforms and software services, tools, solutions,

and products, as well as other related government services, in each case, to government, intelligence, and defense customers (the “Business”);

Parent is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

reorganization or similar business combination with one or more businesses, and Merger Sub is a wholly-owned Subsidiary of Parent formed

for the sole purpose of effecting the Merger;

Prior to the Domestication, to the extent any Parent Units remain outstanding and unseparated, the Parent Class A Shares and Parent

Public Rights comprising each such issued and outstanding Parent Unit shall be automatically separated (the “Unit Separation”)

and the holder of each Parent Unit shall be deemed to hold one (1) Parent Class A Share and one (1) Parent Public Right, and immediately

following the Unit Separation, all Parent Units shall automatically be cancelled and shall cease to exist, and the holders of Parent

Units immediately prior to the Unit Separation shall cease to have any rights with respect to such Parent Units except as provided herein;

Prior to the Domestication, pursuant to the Parent Articles and Sponsor Support Agreement, each issued and outstanding Parent

Class B Share shall convert, on a one-for-one basis, into one (1) Parent Class A Share (the “Parent Class B Share Conversion”);

Merger Sub shall elect on Internal Revenue Service Form 8832 (or any successor form) to be treated as a corporation for U.S. federal

income tax purposes under Treasury Regulations Section 301.7701-3, effective as of a date no later than the Closing Date (the “Merger

Sub CTB”);

At the Domestication Effective Time and subject to the conditions of this Agreement, Parent shall de-register in the Cayman Islands

and transfer 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 the Parent Articles, Section 388 of the Delaware General Corporation Law, as amended (the “DGCL”),

and Part XII of the Companies Act (As Revised) of the Cayman Islands (the “Cayman Companies Act” and 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 in

a form mutually agreed between Parent and the Company (the “PubCo COI”) and adopt bylaws substantially in a form mutually agreed between Parent and the Company (the “PubCo Bylaws”) in each case, with such changes as may be agreed in writing by Parent

and the Company;

Promptly following the execution of this Agreement, the Company will cause a ruling submission to be made to the Israeli Tax Authority

(the “ITA”) in accordance with Section 3.6 of this Agreement;

Immediately prior to the Merger Effective Time, and as a condition to the consummation of the Merger, (i) Ultimate Holdings will

effectuate a redemption of Ultimate Holdings Class B Units, pursuant to which holders of Ultimate Holdings Class B Units (“Redemption

Holders”) will have such Ultimate Holdings Class B Units redeemed for an equivalent number of Company Class B Units, and (ii)

immediately following such redemption, the Company will effectuate a recapitalization, pursuant to which the Company Class V Units, Company

Class P Units, Company Class A Units, vested Company Class B Units, and Company Class S Units will be recapitalized into Company Class

A-1 Units, and any unvested Company Class B Units will be recapitalized into Company Class A-2 Units, the result of which will be that

the capitalization of the Company will comprise solely of Company Class A-1 Units, Company Class A-2 Units and Company Options (clauses

(i) and (ii), together, the “Company Recapitalization”);

At the Merger Effective Time, Merger Sub will merge with and into the Company (the “Merger”), as a result of

which the Company will be the surviving company and a wholly-owned Subsidiary of PubCo;

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

the Sponsor, and each of Parent’s officers and directors are entering into and delivering a support agreement, substantially in

the form attached hereto as Exhibit B (the “Sponsor Support Agreement”), pursuant to which (i) the Sponsor

and each of Parent’s officers and directors have agreed (a) not to transfer or redeem any Parent Class B Shares held by such Parent

Shareholder, (b) to vote in favor of this Agreement and the Domestication, the Merger and the other Transactions at the Parent Shareholder

Meeting, (c) to irrevocably waive any anti-dilution rights with respect to the Parent Class B Shares, and affirmatively elect to convert

each Parent Class B Share into one Parent Class A Share as of immediately prior to the Domestication and (d) not redeem any public shares

of Parent held by them, and (ii) the Sponsor has agreed to subject, immediately prior to the Merger Effective Time, 2,035,000 shares

of PubCo Common Stock held by it after the Domestication to certain vesting and forfeiture conditions set forth in Section 3.3

on the terms and conditions set forth in the Sponsor Support Agreement (such shares, the “Sponsor Earn-Out Shares,”

and such addition of vesting and forfeiture conditions, the “Sponsor Earn-Out Arrangement”);

Each of the parties hereto intends that, for U.S. federal (and applicable state and local) income tax purposes, (i) the Parent

Class B Share Conversion qualifies as a “reorganization” within the meaning of Section 368(a)(1)(E) of the Code and the Treasury

Regulations promulgated thereunder, (ii) the Domestication qualifies as a “reorganization” within the meaning of Section

368(a)(1)(F) of the Code and the Treasury Regulations promulgated thereunder, (iii) the Company Recapitalization qualifies as a “reorganization”

within the meaning of Section 368(a)(1)(E) of the Code and the Treasury Regulations promulgated thereunder, (iv) the Sponsor Earn-Out

Arrangement qualifies as a reorganization within the meaning of Section 368(a)(1)(E) of the Code, with each Sponsor Earn-Out Share being

treated as issued and outstanding stock that is owned by the holder of the Sponsor Earn-Out Share for so long as such Sponsor Earn-Out

Share remains subject to the vesting and forfeiture conditions specified in Section 3.3(a), (v) the Merger qualifies as a “reorganization”

within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder, with respect to which each

of PubCo, Merger Sub, and the Company is a party under Section 368(b) of the Code (clauses (i)-(v), collectively, the “Intended

Tax Treatment”), and (vi) this Agreement constitutes a “plan of reorganization” within the meaning of Sections 354,

361 and 368 of the Code and within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a);

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

Parent has entered into subscription agreements, including the Sponsor Subscription Agreement, the AE Subscription Agreement and such

other subscription agreements substantially the form attached hereto as Exhibit C (collectively, the “Subscription Agreements”),

with the PIPE Investors, pursuant to which the PIPE Investors have agreed, subject to the terms and conditions set forth therein, to

subscribe for and purchase, immediately prior to the Closing, securities of PubCo at a purchase price set forth therein, for an aggregate

investment amount of (i) up to $275,000,000 of convertible notes and (ii) $60,000,000 of PubCo Common Stock (the

“PIPE Investment”);

In connection with the Transactions, concurrently with the Closing, Ultimate Holdings will enter into and deliver a lock-up agreement

substantially in the form attached hereto as Exhibit D (the “Lock-Up Agreement”);

In connection with the Transactions, concurrently with the Closing, Parent, Sponsor and other parties thereto will enter into

an Amended and Restated Registration Rights Agreement substantially in the form attached hereto as Exhibit E (the “A&R

Registration Rights Agreement”);

In connection with the Transactions, Parent intends to enter into employment agreements with the Company executive employees listed

in Company Schedule 1.1(a) (collectively, the “Executive Employment Agreements”), in each case to be effective

as of Closing;

The board of supervisors of Ultimate Holdings has, in accordance with the Delaware Revised Uniform Limited Partnership Act, unanimously

(i) approved and declared advisable this Agreement, the Additional Agreements to which it is or will be party, the Merger and the other

Transactions, in each case, on the terms and subject to the conditions set forth herein or therein, and (ii) determined that this Agreement

and such transactions are fair to, and in the best interests of, Ultimate Holdings and the equityholders of Ultimate Holdings;

The board of managers of the Company has, in accordance with the DLLCA, unanimously (i) approved and declared advisable this Agreement,

the Additional Agreements to which the Company is or will be party, the Company Recapitalization, the Merger and the other Transactions,

in each case, 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 the Company Securityholders, and (iii) resolved to recommend that the Company’s

sole member approve the Merger and such other transactions and adopt this Agreement and the Additional Agreements to which the Company

is or will be a party;

The board of directors of Parent has, in accordance with the Cayman Companies Act, unanimously (i) approved and declared advisable

this Agreement, the Additional Agreements to which Parent is or will be party, the Domestication, the PubCo COI and the other Transactions

(including adoption of the PubCo Equity Incentive Plan and the PubCo Employee Stock Purchase Plan), in each case, 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 the Parent Shareholders, and (iii) resolved to recommend that the Parent Shareholders approve, among other things,

the Domestication, and the Transactions and adopt this Agreement (the “Parent Board Recommendation”);

The board of directors of Merger Sub has, in accordance with the DLLCA, unanimously (i) approved and declared advisable this

Agreement, the Additional Agreements to which Merger Sub is or will be party, the Merger and the other Transactions, in each case, 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, Merger Sub and its sole member, and (iii) resolved to recommend that the sole member of Merger Sub

approve the Merger and such other transactions and adopt this Agreement and the Additional Agreements to which Merger Sub is or will

be a party; and

Parent, as the sole member of Merger Sub, has (i) approved and declared advisable this Agreement, the Additional Agreements to

which Merger Sub is or will be party, the Merger and the other Transactions, in each case, on the terms and subject to the conditions

set forth herein or therein, and (ii) determined that this Agreement and such transactions are fair to, and in the best interests of,

Merger Sub.

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 hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1

Certain Definitions. For purposes of this Agreement:

“102 Trustee”

means the trustee appointed by the Company and approved by the ITA in accordance with the provisions of Section 102 to hold Company Options

(and any Company Units or other securities issued upon exercise or in respect thereof) granted under the capital gains route of Section

102.

“Action”

means any action, litigation, suit, claim, hearing or proceeding, including any audit, claim or assessment for Taxes or otherwise, by

or before any Authority.

“AE Subscription Agreement”

means that certain Subscription Agreement, dated as of the date hereof, by and between Parent and certain Affiliates of AE Industrial

Partners, LP, pursuant to which such Affiliates have committed to purchase at the Closing, subject to the terms and conditions therein,

$40,000,000 of PubCo Common Stock.

“Additional Agreements”

means the Sponsor Support Agreement, the A&R Registration Rights Agreement, the Subscription Agreements, the Lock-Up Agreement, the

Nomination Agreement, the Executive Employment Agreements, the AE Subscription Agreement, the Sponsor Subscription Agreement and each

other agreement, instrument and certificate required by, or contemplated in connection with, this Agreement to be executed by any of

the parties hereto as contemplated by this Agreement, and any and all exhibits and schedules hereto or thereto.

“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. “Affiliate” shall also include, with respect to any individual

natural Person, a trust for the benefit of such Person or of which such Person is a trustee.

“Aggregate Company

Option Exercise Price” means the aggregate exercise price that would be paid to the Company in respect of all Company Options

if all such Company Options were exercised in full on a cash basis immediately prior to the Merger Effective Time (without giving effect

to any net exercise or similar concept).

“Aggregate Fully Diluted

Company Units” means the sum, without duplication, of (a) the aggregate number of Company Units that are issued and outstanding

immediately prior to the Merger Effective Time plus (b) the aggregate number of Company Units that are issuable upon, or subject

to, the exercise or settlement of Company Options (whether or not then vested or exercisable), in each case, that are outstanding immediately

prior to the Merger Effective Time.

“Aggregate Merger

Consideration” means the number of shares of PubCo Common Stock equal to the quotient obtained by dividing (a) the Equity

Value by (b) $10.00.

“Aggregate Parent

Closing Cash” means an amount equal to the sum of (a) the aggregate cash proceeds available for release to Parent from

the Trust Account in connection with the Transactions (net of the Parent Redemption Amount but for the avoidance of doubt, prior to the

payment of any Transaction Expenses); plus (b) the Aggregate Parent Common Closing Cash; plus (c) the Aggregate Parent

Convert Closing Cash; plus (c) all additional cash raised by Parent or the Company on the Closing Date or during the Interim Period;

provided that such additional cash (i) is on substantially the same terms as the PIPE Investment and (ii) shall not include cash

contributed or raised (x) by Ultimate Holdings, the Company or their respective Affiliates (other than cash raised pursuant to the AE

Subscription Agreement), (y) in connection with any debt financing (other than, for the avoidance of doubt, any convertible notes raised

in connection with the PIPE Investment), or (z) in connection with the refinancing of any existing credit facility of the Company Group.

“Aggregate Parent

Common Closing Cash” means an amount equal to the sum of (a) the aggregate cash proceeds actually received (or deemed

received, including upon receipt of reasonable documentation evidencing the initiation by the applicable PIPE Investor of a cash wire

transfer to the account specified in the Closing Notice (as defined in the Subscription Agreement)) by Parent or the Company on the Closing

Date, or during the Interim Period, in respect of the issuance and sale of shares of PubCo Common Stock or Equity Interests that will

convert into shares of PubCo Common Stock at the Closing funded following the date of this Agreement up to concurrently with Closing;

plus (b) the aggregate cash proceeds actually received by Parent on the Closing Date pursuant to the AE Subscription Agreement;

plus (c) the aggregate cash proceeds actually received by Parent on the Closing Date pursuant to the Sponsor Subscription Agreement;

plus (d) the aggregate cash proceeds available for release to Parent from the Trust Account in connection with the Transactions

(net of the Parent Redemption Amount but for the avoidance of doubt, prior to the payment of any Transaction Expenses).

“Aggregate Parent

Common Committed Cash” means an amount equal to the sum of (a) the aggregate committed cash proceeds represented by

signed Subscription Agreements, the AE Subscription Agreement, the Sponsor Subscription Agreement, and any other subscription or other

agreement, in each case in respect of the issuance and sale of shares of PubCo Common Stock or Equity Interests that will convert into

shares of PubCo Common Stock at the Closing; plus (b) the aggregate cash proceeds committed to be retained in the Trust Account

represented by signed non-redemption agreements or similar agreements.

“Aggregate Parent

Convert Closing Cash” means an amount equal to the aggregate cash proceeds actually received (or deemed received, including

upon receipt of reasonable documentation evidencing the initiation by the applicable PIPE Investor of a cash wire transfer to the account

specified in the Closing Notice (as defined in the Subscription Agreement)) by Parent on the Closing Date, or during the Interim Period,

in respect of the portion of the PIPE Investment in and for convertible notes of the PubCo.

“Anti-Corruption Laws”

means all applicable Laws, rules, and regulations of any jurisdiction applicable to the Company Group primarily concerning or relating

to bribery or corruption, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended.

“Anti-Money Laundering

Laws” means all applicable Laws, rules, and regulations of any jurisdiction applicable to the Company Group or its Business

primarily concerning or relating to anti-money laundering or counter-terrorist financing and corporate transparency, including, without

limitation, the U.S. Money Laundering Control Act of 1986 and the applicable financial recordkeeping and reporting requirements of the

U.S. Currency and Foreign Transaction Reporting Act of 1970 (commonly known as the Bank Secrecy Act) as amended by the USA PATRIOT Act

of 2001.

“Agreement”

has the meaning set forth in the preamble.

“Authority”

means any nation or government, any state, province, county, municipal or other

political subdivision thereof, any governmental, regulatory, quasi-judicial or administrative body, agency or authority, any court

or judicial authority, any arbitrator (public or private), any public, private or industry regulatory authority, whether international,

national, foreign, Federal, state, or local, or any other body or administrative,

regulatory or quasi-judicial authority, agency, department, board, commission or instrumentality of any federal, state, local or foreign

jurisdiction.

“Base Equity Value”

means an amount equal to the difference between (a) $1,250,000,000 minus (b) Closing Indebtedness.

“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, obligations,

business or its transactions are otherwise reflected.

“Business Day”

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

Cayman Islands are authorized to close for business.

“Closing Indebtedness”

means the aggregate Indebtedness of the Company Group as of immediately prior to the Merger Effective Time.

“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 Class A Unit”

means a Class A Unit of the Company.

“Company Class A-1

Unit” means a Company Class A Unit that is vested as of immediately prior to the Merger Effective Time.

“Company Class A-2

Unit” means a Company Class A Unit that is unvested as of immediately prior to the Merger Effective Time.

“Company Class B Unit”

means a Class B Unit of the Company.

“Company Class P Unit”

means a Class P Unit of the Company.

“Company Class S Unit”

means a Class S Unit of the Company.

“Company Class V Unit”

means a Class V Unit of the Company.

“Company Equity Incentive

Plan” means, collectively the 2025 Interest Option Plan of the Company and the Israeli Appendix to the 2025 Interest Option

Plan of the Company, in each case, as amended from time to time.

“Company Financial

Statements” means the REDL Financial Statements, Company PCAOB Audited Financial Statements, and Company Unaudited Interim

Financial Statements.

“Company Fundamental

Representations” means the representations and warranties of the Company set forth in Sections 4.1 (Organization)

(other than the last sentence thereof), 4.2 (Authorization), 4.4(a) (Non-Contravention), 4.5 (Capitalization),

4.7(b) (Subsidiaries), the first sentence of 4.7(c) (Subsidiaries), Section 4.7(d) (Subsidiaries)

and Section 4.23 (Finders’ Fees).

“Company IT Assets”

means any and all IT Assets owned, leased or outsourced or used (or held for use) by any member of the Company Group.

“Company Members”

means the members of the Company.

“Company Option”

means each option to purchase Company Units granted, and that remains outstanding as of immediately prior to Closing, under the Company

Equity Incentive Plan, including any Promised Company Options, Section 102 Options and any Earnout Options.

“Company Schedules”

means the disclosure schedules of the Company delivered to Parent by the Company concurrently with entering into this Agreement, and

the term “Company Schedule” shall refer to the specified section of the Company Schedules, unless otherwise specified.

“Company Securities”

means the Company Units and the Company Options.

“Company Securityholder”

means, as at any particular reference time, each Person who holds Company Securities.

“Company Transaction

Expenses” means all fees, costs, expenses, obligations and liabilities of the Company

incurred in connection with, or otherwise related to, the Transactions, the negotiation, execution and preparation of this Agreement

and the Additional Agreements and the performance and compliance with this Agreement and the Additional Agreements and conditions contained

herein and therein, including the fees, expenses and disbursements of legal counsel, reserves evaluators, auditors and accountants, due

diligence expenses, advisory and consulting fees (including financial advisors) and expenses, other third-party fees, any and all filing

fees payable by or on behalf of the Company in accordance herewith to Authorities in connection with the Transactions, any and all

change of control bonus payments, retention or similar compensatory payments, benefits or amounts owing, due or payable by or on behalf

of the Company solely as a result of the consummation of the Transactions and the employer portion of any applicable federal, state,

local or non-U.S. payroll, employment or similar Taxes owing, due, payable, or arising as a result of the foregoing amounts, and all

severance payments, retirement payments or success fees payable by or on behalf of the Company solely in connection with the consummation

of the Transactions and the employer portion of any applicable federal, state, local or non-U.S. payroll, employment or similar Taxes

owing, due, payable, or arising as a result of the foregoing amounts. For the avoidance of doubt,

the Paragon Earnout Consideration shall not be deemed to be a Company Transaction Expense.

“Company Units”

means (a) as of the date of this Agreement, Company Class A Units, Company Class B Units, Company Class P Units, Company Class S Units

and Company Class V Units, and (b) as of immediately following the Company Recapitalization, the Company Class A-1 Units and Company

Class A-2 Units.

“Confidentiality Agreement”

means that certain letter agreement, dated as of March 28, 2026, between Parent and Ultimate Holdings.

“Consideration Ratio”

means the quotient obtained by dividing (a) the Aggregate Merger Consideration by (b) the Aggregate Fully Diluted Company

Units.

“Contracts”

means all legally binding contracts, subcontracts, agreements, leases (including Real Property Leases, equipment leases, car leases and

capital leases), subleases, licenses, sublicenses, Permits, powers of attorney, commitments, bonds, notes, indentures, deeds of trust,

mortgages, debt instruments, client contracts and other instruments or obligations of any kind, in each case whether oral or written

(including any amendments and other modifications thereto).

“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. Without limiting the foregoing, a Person (the “Controlled

Person”) shall be deemed Controlled by any other Person (a) owning beneficially, as meant in Rule 13d-3 under the Exchange

Act, securities entitling such Person to cast 50% or more of the votes for election of directors or equivalent governing authority of

the Controlled Person or (b) entitled to be allocated or receive 50% or more of the profits, losses, or distributions of the Controlled

Person.

“Copyleft Terms”

means any terms of a license of Open Source 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, in each case that require, due to the use, modification, reproduction, or distribution of

any Software licensed thereunder by or on behalf of any member of the Company Group in connection with any Owned Software that is used

by, incorporated into or includes, relied on, linked to or with, derived from, or distributed with, such Software, any of the following:

(a) the disclosing, making available, distribution, offering or delivering of source code regarding such Owned Software for no or minimal

charge; (b) the granting of permission for creating modifications to or derivative works of such Owned Software; or (c) the granting

of a royalty-free license, whether express, implied, by virtue of estoppel or otherwise, to any third party under, or the imposition

of restrictions on future patent licensing terms, or other abridgement or restriction of exercise or enforcement of, any Intellectual

Property Rights through any means with respect to such Owned Software.

“Data

Protection Laws” means all Laws worldwide relating to the processing, privacy or security of Personal Information and

all legally binding regulations or guidance issued thereunder, which may include to the extent applicable, the EU General Data Protection

Regulation (EU) 2016/679 and all laws implementing it, Section 5 of the Federal Trade Commission Act, and associated regulations set

forth in 16 C.F.R. Part 316, state data breach notification laws, state data privacy laws including the California Consumer Privacy Act,

as amended, state data security laws, state consumer protection Laws, the Israeli Privacy Protection Law, 5741-1981 and the regulations

promulgated thereunder (including the Protection of Privacy (Data Security) Regulations, 5777-2017), and any Law concerning requirements

for website and mobile application privacy policies and practices, or any outbound commercial communications (including e-mail marketing,

telemarketing and text messaging), tracking and marketing.

“DLLCA”

means the Delaware Limited Liability Company Act.

“Earn-Out Period”

means the period commencing on the Closing Date and expiring on the fifth (5th) anniversary of the Closing Date.

“Environmental Laws”

means all Laws, including any Law of the Israeli Ministry of Environmental Protection or of any Israeli Authority, that prohibit, regulate

or control any Hazardous Material or any Hazardous Material Activity, including the Comprehensive Environmental Response, Compensation,

and Liability Act of 1980 (“CERCLA”), 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.

“Equity Interest”

means, with respect to any Person, (a) any capital stock of, or other ownership, membership, partnership, voting, joint venture, equity

interest, preemptive right, stock appreciation, phantom stock, profit participation or similar rights in such Person, (b) any indebtedness,

securities, options, warrants, call, subscription or other rights or entitlements of, or granted by, such Person that (i) are convertible

into, (ii) are exercisable or exchangeable for, (iii) give any person any right or entitlement to acquire or (iv) provides any economic

benefit based on, any capital stock or other ownership, partnership, voting, joint venture, equity interest, preemptive right, stock

appreciation, phantom stock, profit participation or similar right, in each case, whether vested or unvested, or (c) any simple agreement

for future equity of such Person.

“Equity Value”

means an amount equal to the sum of (a) the Base Equity Value plus (b) the Aggregate Company Option Exercise Price.

“ERISA”

means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate”

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

or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the Company, or that is, or was at the relevant time, a member

of the same “controlled group” as the Company pursuant to Section 4001(a)(14) of ERISA.

“Exchange Act”

means the Securities Exchange Act of 1934.

“Fraud”

means, with respect to any party hereto, an actual and intentional Delaware common law fraud in the making of any representation or warranty

expressly set forth in ARTICLE IV (in the case of the Company) or any representation or warranty expressly set forth in ARTICLE V (in

the case of Parent or Merger Sub). For the avoidance of doubt, the definition of “Fraud” in this Agreement is limited to

actual and intentional Delaware common law fraud and does not include, and no claim for Fraud may be made by any Person in relation to

this Agreement or the Transactions based on, (a) constructive fraud or other claims based on constructive knowledge or (b) negligent

misrepresentation, equitable fraud or any other fraud based claim or theory that is other than actual and intentional Delaware common

law fraud. No claim for Fraud may be made against any Person other than an express party to this Agreement.

“Government Contract”

means any Contract, work authorization, lease, commitment or sale or purchase order of any member of the Company Group with any Authority,

including all Contracts and work authorizations to supply goods and services to any Authority.

“Hazardous Material”

means any material, chemical, substance or waste that has been designated by any Authority to be radioactive, toxic, hazardous, a pollutant

or a contaminant under any Environmental Law, or the release of which is regulated, restricted, controlled or remediated under any Environmental

Law, or the exposure to which is regulated under Environmental Law because it poses a hazard to the health and safety of persons or the

environment, including any toxic, hazardous, reactive, corrosive, ignitable or flammable chemical, chemical compound, substance, material

or waste and whether solid, liquid or gas.

“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.

“HSR Act”

means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Indebtedness”

means with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, or with respect to deposits

or advances of any kind (including amounts by reason of overdrafts and amounts owed by reason of letter of credit reimbursement agreements,

but solely to the extent any such letter of credit is drawn or called), including with respect thereto, all interest accrued thereon,

(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 practice); provided that, notwithstanding anything set forth

herein to the contrary, with respect to the Paragon Earnout Consideration, only the unpaid portion of the Paragon Cash Earn-Out Amount

shall constitute Indebtedness, (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 (other than Permitted Liens) 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 (excluding leases classified as operating leases in the Company Financial Statements), (g) all

guarantees by such 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 and (i) any unfunded or underfunded liabilities pursuant to any defined

benefit pension or nonqualified deferred compensation plan or arrangement. For informational purposes, with respect to the Company, Indebtedness

shall include (i) any grants or loans that are not carried as tangible liabilities on the Company Financial Statements on a stand-alone

basis (whether or not such liabilities are included in the footnotes to the Company Financial Statements) and (ii) the unpaid portion

of the Paragon Cash Earn-Out Amount and any accrued but unpaid interest thereon. For the avoidance of doubt, Indebtedness shall not include

(A) any Transaction Expenses or (B) any obligations between a Person and any wholly owned Subsidiary of such Person or between any two

or more wholly owned Subsidiaries of such Person.

“Independent Director”

means, with respect to any corporation, company or limited liability company, a member of the Board of Directors, Board of Managers or

Board of Supervisors, as applicable, of such entity that qualifies as an independent director under the Securities Act and Stock Exchange

rules.

“Intellectual Property

Rights” means all intellectual property rights, in any jurisdiction throughout the world,

in or to the following: (a) all technology (including patented, patentable and unpatented inventions and unpatentable proprietary

or confidential information, systems or procedures), designs, licenses, and processes; (b) trademarks, service marks, logos, corporate

and trade names, trade dress, brand names, slogans, registrations thereof or applications for registration therefor, and all other indicia

of source or origin, together with all goodwill symbolized by or associated with any of the foregoing (collectively, “Marks”);

(c) patents, patent applications, invention disclosures, including all continuations, continuations-in-part, divisionals, reissues, re-examinations,

interferences, substitutions, provisionals, and extensions thereof; (d) trade secrets, know-how, inventions, processes, procedures, customer

lists, supplier lists, business plans, formulae, discoveries, methods, techniques, ideas, designs, models, concepts, creations, Software

(including source code), data, databases, and complications of data (including threat and vulnerability data, technical data and information),

specifications, architecture, patterns, compilations, prototypes, confidential business information and other proprietary information

(collectively, “Trade Secrets”); (e) copyrights, copyrightable materials, copyright registrations, applications for

copyright registration, marks works and design rights, and any other works of authorship, (f) u.r.l.s., internet domain names and IP

addresses; and (g) all other intellectual property or other proprietary rights recognized under applicable Law that are equivalent or

similar to any of the foregoing; and (h) all embodiments and fixations thereof and related documentation and registrations and all additions,

improvements and accessions thereto, and all moral rights or similar attribution rights; and (i) all rights with respect to the foregoing,

including all causes of action, judgements, settlements, claims and demands related thereto, and rights to prosecute and recover damages

for any past, present or future infringements, dilutions, misappropriation and other violations thereof.

“IPO” means

the initial public offering of Parent pursuant to a prospectus dated October 23, 2024.

“Israeli Sub Paying

Agent” means IBI Trust Management.

“Israeli Subsidiary”

means Paragon Solutions LTD, an Israeli company.

“Israeli Taxpayer”

means any holder of Company Securities, Company Options, or other Equity Interests who is, or at the relevant time was, subject to Tax

in Israel in respect thereof, including any current or former employee, director, officer, consultant or other service provider of the

Israeli Subsidiary.

“IT Assets”

means any and all computers, Software, hardware, servers, systems, circuits, workstations, routers, hubs, switches, networks, data communications

lines, automated processes, interfaces, websites (including the content thereon), platforms, automated networks and control systems,

and all other computer, telecommunications, information technology or operational technology equipment, including outsourced or cloud

computing arrangements, and all associated documentation, whether owned, leased or outsourced.

“Knowledge of Parent”

or similar terms (whether or not capitalized) means the actual knowledge (without any duty of inquiry) of Eli Baker and Ryan O’Connor.

“Knowledge of the

Company” or similar terms (whether or not capitalized) means the actual knowledge (without any duty of inquiry) of Andrew Boyd

and David Mathews.

“Law” means

any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict, treaty,

rule, regulation, directive, policy, requirement or Order that is or has been issued, enacted, adopted, passed, approved, promulgated,

made, implemented or otherwise put into effect by or under the authority of any Authority.

“Lien” means,

with respect to any property or asset, any mortgage, lien, license, deed of trust, pledge, charge, 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 or any conditional sale or voting agreement or proxy.

“Material Adverse

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

that (a) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon the assets,

liabilities, results of operations, financial condition, business or operations of the Company Group, taken as a whole, or (b) prevents,

materially delays or materially impedes the ability of the Company to consummate the Transactions; provided, however, that

with respect to the foregoing clause (a) in no event would any of the following, alone or in combination, be deemed to constitute, or

be taken into account in determining whether there has been or will be, a “Material Adverse Effect”: (i) any change in general

economic or political conditions; (ii) changes in conditions generally affecting the industries in which the Company Group operates;

(iii) any changes in credit, currency, financial, banking, capital or securities markets in general, including any disruption thereof

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

or worsening thereof (but only to the extent such escalation or worsening thereof was not reasonably foreseeable); (v) (A) the taking

of any action expressly and affirmatively permitted or expressly required by this Agreement or taken with the written consent or at the

written direction of Parent or its Affiliates, or (B) the failure to take any action expressly prohibited by this Agreement; (vi) any

changes in applicable Laws or accounting rules (including U.S. GAAP) or the interpretation or enforcement thereof, in each case effected

after the date hereof; (vii) the announcement of this Agreement or the consummation of the Transactions (but in each case only to the

extent attributable to such announcement or consummation) (provided that the exception in this subclause (vii) shall not apply to any

representation or warranty contained in Sections 4.3 or 4.4 or to the determination of whether any inaccuracy in such representations

or warranties would reasonably be expected to have a Material Adverse Effect for purposes of Section 9.2(b)); (viii) any natural

disaster, epidemic, pandemic, or change in climate, act of God or any national or international calamity or public health crisis, and

any Law or Order issued by an Authority in connection therewith; (ix) any failure by the Company to meet any internal or published budgets,

projections, forecasts, or revenue or earnings predictions (it being understood that the underlying facts giving rise to such failure

may constitute, or be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse

Effect if such facts are not otherwise excluded under this definition); or (x) any matters set forth on any Company Schedule; provided,

further, that (y) any Event referred to in subclauses (i), (ii), (iii), (iv), (vi) and (viii) above may be taken into account in determining

whether there is a Material Adverse Effect to the extent (and only to the extent) such Event has a disproportionate adverse effect on

the Company Group, taken as a whole, relative to similarly situated companies in the same industry in which the Company Group conducts

its operations and (z) in no event shall any action taken by Parent or its Affiliates with respect to the Transactions or (2) any Event

relating to any failure by an investor to fulfill its obligations under a Subscription Agreement, constitute a Material Adverse Effect.

“Nasdaq”

means the Nasdaq Global Market.

“Nomination Agreement”

means the nomination agreement in the form attached hereto as Exhibit H.

“Non-Recourse Party”

means, with respect to a party, any of such party’s former, current and future equityholders, Controlling Persons, directors, officers,

employees, advisors, agents, attorneys, representatives, Affiliates, members, managers, general or limited partners, or assignees (or

any former, current or future equityholder, Controlling Person, director, officer, employee, advisor, agent, attorney, representative,

Affiliate, member, manager, general or limited partner, or assignee of any of the foregoing).

“Open Source Software”

means any Software that is licensed pursuant to: (a) any license now or in the future approved by the Open Source Initiative and listed

at http://www.opensource.org/licenses, which licenses include all versions of the GNU General Public License (GPL), the GNU Lesser General

Public License (LGPL), the GNU Affero GPL, the MIT license, the Eclipse Public License, the Common Public License, the CDDL, the Mozilla

Public License (MPL), the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), and the Sun Industry

Standards License (SISL); (b) any license to Software that is considered “free” or “open source software” by

the Open Source Foundation or the Free Software Foundation; or (c) any reciprocal license approved by the Open Source Initiative, in

each case whether or not source code is available or included in such license.

“Order”

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

“Ordinance”

means the Israeli Income Tax Ordinance [New Version], 5721-1961, and the rules and regulations promulgated thereunder, as amended from

time to time.

“Organizational Documents”

means, with respect to any Person, the articles of incorporation, certificate of incorporation, certificate of formation, certificate

of limited partnership, bylaws, memorandum and articles of association, operating agreement, partnership agreement, shareholders agreement,

certificate of designations for preferred stock and all other similar documents, instruments or certificates executed, adopted or filed

in connection with the creation, formation or organization of such Person, including all amendments thereto and restatements thereof.

“Other Filings”

means any filings to be made by Parent required under the Exchange Act, Securities Act or any other U.S. federal, foreign or blue sky

Laws, other than the Registration Statement and the other Offer Documents.

“Owned Software”

means any and all proprietary Software owned (or purported to be owned), in whole or in part, by any member of the Company Group.

“Paragon Cash Earn-Out

Amount” means the outstanding, unpaid cash portion of the Paragon Earnout Consideration.

“Paragon Earnout Consideration”

means any outstanding cash payment or equity or equity-like interest consideration obligations due and payable to the Company Shareholders

(as defined in the Paragon Purchase Agreement) (any such equity consideration that is granted in the form of Company Options, to the

extent such Company Options are granted pursuant to the terms of the Paragon Purchase Agreement, the “Earnout Options”).

“Paragon Purchase

Agreement” means that certain Share Purchase Agreement, dated as of October 10, 2024, by and among Paragon Parent Incorporated,

Paragon Solutions Ltd., the Company Shareholders identified therein, Ultimate Holdings, the Company and Shareholder Representative Services

LLC, as the Shareholders’ Agent, as amended by (i) Amendment to Share Purchase Agreement, dated as of November 26, 2024, (ii) Amendment

No. 2 to Share Purchase Agreement, dated as of December 4, 2024, (iii) Amendment No. 3 to Share Purchase Agreement, dated as of December

31, 2024, and (iv) Amendment No. 4 to Share Purchase Agreement, dated as of March 4, 2026 (as may be further amended, amended and restated,

or otherwise modified from time to time).

“Parent Articles”

means the Amended and Restated Memorandum and Articles of Association of Parent, as amended and as in effect as of the date hereof.

“Parent Class A Shares”

means, prior to the Domestication, the Class A ordinary shares, $0.0001 par value, of Parent.

“Parent Class B Shares”

means, prior to the Domestication, the Class B ordinary shares, $0.0001 par value, of Parent.

“Parent Fundamental

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

and Power), 5.2 (Authorization), 5.4(a) (Non-Contravention), 5.5 (Finders’ Fees) and

5.6 (Capitalization).

“Parent Ordinary Shares”

means Parent Class A Shares and Parent Class B Shares.

“Parent Private Placement

Shares” means 358,000 Parent Class A Shares issued in a private placement to Sponsor concurrently with the closing of Parent’s

IPO.

“Parent Public Right”

means each right issued as part of the Parent Units, each of which entitles the holder thereof to receive one-twentieth (1/20) of one

Parent Class A Share upon the consummation of a Business Combination (as defined in the Parent Rights Agreement), pursuant to the Parent

Rights Agreement.

“Parent Rights Agreement”

means the Rights Agreement, dated as of October 23, 2024, by and between Parent and Continental Stock Transfer & Trust Company,

a New York limited purpose trust company.

“Parent Schedules”

means the disclosure schedules of Parent delivered to the Company by Parent concurrently with entering into this Agreement, and the term

“Parent Schedule” shall refer to the specified section of the Parent Schedules, unless otherwise specified.

“Parent Shareholder

Approvals” means approval by the affirmative vote of the holders of the requisite number of Parent Ordinary Shares under the

Parent Articles and the Cayman Companies Act, present in person or by proxy and entitled to vote thereon, and who vote at the Parent

Shareholder Meeting (assuming a quorum is present) required to approve the Parent Proposals.

“Parent Shareholders”

means the shareholders of Parent prior to the Closing.

“Parent Transaction

Expenses” means all Indebtedness and all other fees, costs, expenses, obligations and

liabilities, in each case of the Parent Parties or the Sponsor, incurred in connection with, or otherwise related to, the Transactions,

the investigation or pursuit of prospective business combinations other than the Transactions,

the negotiation, execution and preparation of this Agreement and the Additional Agreements (and any agreements with respect to other

prospective business combinations) and the performance and compliance with this Agreement and the Additional Agreements and conditions

contained herein and therein, including the fees, expenses and disbursements of legal counsel, reserves evaluators, auditors and accountants,

due diligence expenses, advisory and consulting fees (including financial advisors) and expenses, other third-party fees, any and all

deferred underwriting fees, and any and all filing fees payable by Parent or the Sponsor to Authorities in connection with the Transactions.

For the avoidance of doubt, Parent Transaction Expenses (a) shall first be paid to third parties, (b) shall not exceed $20,000,000 (or

such reasonable higher cap as to be mutually agreed between the parties) and (c) shall not include any (i) advisory or consulting fees

(including financial advisors), costs and expenses paid or payable by the Company in connection with the Transactions notwithstanding

that such advisor or consultant may (A) also be engaged by Parent as placement agent in connection with the PIPE Investment and

(B) have the same teams working on the engagement by the Company, on the one hand, and engagement by Parent, on the other hand,

or (ii) costs payable to Parent Shareholders related to an extension of Parent’s liquidation date.

“Parent

Units” means the units issued in Parent’s IPO, each consisting of one Parent Class A Share and one Parent Public Right.

“Permit”

means each license, permit, approval, consent, waiver, concession, exemption or other similar authorization.

“Permitted Liens”

means (a) all defects, exceptions, covenants, conditions, restrictions, easements, rights of way, encumbrances and other similar matters

with respect to Real Property in the public record; (b) mechanics’, carriers’, workers’, repairers’, landlords’

and similar statutory Liens arising or incurred in the ordinary course of business consistent with past practice for amounts (i) that

are not delinquent, (ii) that are not material to the Business, or the operations and financial condition of the Company so encumbered,

either individually or in the aggregate or (iii) not resulting from a breach, default or violation by the Company of any Contract or

Law; (c) requirements under applicable Law, including zoning, building codes and other land use Laws regulating the use or occupancy

of such Real Property or the activities conducted thereon which are imposed by any Authority having jurisdiction over such Real Property;

(d) Liens for Taxes or other governmental charges not yet due and payable or which are being contested in good faith by appropriate proceedings

and for which adequate accruals or reserves have been established on the Company Financial Statements or Parent Financial Statements,

as the case may be, in accordance with U.S. GAAP; (e) non-exclusive licenses and sublicenses of Intellectual Property Rights granted

by any member of the Company Group in the ordinary course of business; (f) Liens arising in the ordinary course of business that

(i) were not incurred in connection with Indebtedness for borrowed money and (ii) are not material to the Company Group, taken as a whole;

and (g) the Liens set forth on Company Schedule 1.1(b).

“Permitted Name Change”

means the change of the legal name of the Company or any other member of the Company Group effected at or prior to the Closing, together

with all related filings, amendments to its organizational or governing documents, Contract modifications and change-of-name agreements

entered into with any applicable Authority in accordance with FAR 42.1205 (or any successor or comparable provision) in connection therewith.

“Person”

means any natural person, sole proprietorship, corporation, company, partnership (including a general partnership, limited partnership

or limited liability partnership), limited liability company, association, joint venture, trust, unincorporated association, or other

entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality

thereof or any other Authority.

“Personal Information”

means any data or information, on any media that, alone or in combination with other data or information, can, directly or indirectly,

be associated with or be reasonably used to identify an individual natural Person (including any such data or information that constitutes

any of the following: part of such Person’s name, physical address, telephone number, email address, financial account number or

credit card number, government issued identifier (including social security number and driver’s license number), user identification

number and password, billing and transactional information, medical, health or insurance information, date of birth, educational or employment

information, vehicle identification number, IP address, cookie identifier, or any other number or identifier that identifies an individual

natural Person, or such Person’s vehicle, browser or device), or any other data or information that constitutes personal data,

protected health information, personally identifiable information, personal information or similar defined term under applicable Law.

“PIPE Investors”

means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.

“Plan” means

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

programs, or arrangements, and each other stock purchase, stock option, restricted stock, equity-based, phantom equity, stock appreciation

right, restricted stock unit, equity purchase or other equity-based compensation plan, 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 any member of the Company Group to make any severance, termination, change of control, or similar payment),

individual consulting, retirement, employee loan program, vacation, sick, or other bonus, change-of-control, bonus, incentive, deferred

compensation, employee loan, fringe benefit, hospitalization or other medical, life, death, disability or other insurance, Section 125

cafeteria plan, welfare, supplemental unemployment benefits, profit sharing, and other employee 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 any member of the Company Group, or under which any member of

the Company Group has any current or potential liability.

“Promised Company

Option” means a promised option to purchase Company Units under the Company Equity Incentive Plan, which option has not yet

been granted as of the date hereof, but may be granted prior to the Merger Effective Time.

“PubCo Common Stock”

means, following the Domestication, the common stock of PubCo, par value $0.0001 per share.

“PubCo Sale”

means (a) any transaction or series of related transactions (whether by merger, consolidation, tender offer, exchange offer, stock transfer

or otherwise) that results in any third-party purchaser acquiring beneficial ownership of Equity Interests of PubCo that represent more

than fifty percent (50%) of (i) the issued and outstanding PubCo Common Stock or (ii) the combined voting power of the then-outstanding

voting Equity Interests of PubCo, or (b) any sale, transfer or other disposition to a third-party purchaser of all or more than fifty

percent (50%) of the assets (by value), or assets generating at least fifty percent (50%) of the gross revenues or net income, of PubCo

and its Subsidiaries on a consolidated basis (other than any sale, transfer or other disposition of property or assets in the ordinary

course of business). For clarity, the preceding clause (a) shall include any merger or consolidation of PubCo with any Person if immediately

after the consummation of such merger or consolidation, the shares of PubCo Common Stock outstanding immediately prior to such merger

or consolidation do not continue to represent, or are not converted into, voting securities representing in the aggregate more than fifty

percent (50%) of the combined voting power of all of the outstanding voting securities of the Person resulting from such merger or consolidation

or, if the surviving company is a subsidiary, the ultimate parent company thereof.

“PubCo Sale Price”

means the price per share of PubCo Common Stock paid or payable to the holders of outstanding PubCo Common Stock in a PubCo Sale, inclusive

of any escrows, holdbacks or fixed deferred purchase price, but exclusive of any contingent deferred purchase price, earnouts or the

like; provided that, if and to the extent such price is payable in whole or in part in the form of consideration other than cash,

the price for such non-cash consideration shall be (a) with respect to any securities, (i) the closing price of such securities on the

principal securities exchange on which such securities are then listed, averaged over a period of twenty-one (21) days consisting of

the day as of which such value is being determined and the twenty (20) consecutive Business Days preceding such day, or (ii) if the information

contemplated by the preceding clause (i) is not practically available, then the fair value of such securities as of the date of valuation

as determined in accordance with the succeeding clause (b), and (b) with respect to any other non-cash assets, the fair value thereof

as of the date of valuation, as determined by an independent, nationally recognized investment banking firm mutually selected by PubCo

and Sponsor, on the basis of an orderly sale to a willing, unaffiliated buyer in an arm’s-length transaction, taking into account

all factors determinative of value as the investment banking firm determines relevant.

“PubCo Trading Price”

means, at any given time, the trading price per share of PubCo Common Stock as reported by Bloomberg.

“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.

“Redemption”

means the redemption of such number of Parent Class A Shares, at the Redemption Price, in connection with the Transactions, which an

eligible holder of Parent Class A Shares has elected to redeem, and has not withdrawn such election, all as determined in accordance

with the Parent Articles and the Trust Agreement.

“Redemption Price”

means an amount equal to the price at which each Parent Class A Share may be redeemed pursuant to the Redemption, as determined in accordance

with the Parent Articles and the Trust Agreement.

“REDL Inc.”

means REDLattice Incorporated, a Delaware Corporation.

“Registration Statement”

means Parent’s registration statement on Form S-4 to be filed in connection with the Transactions, including the combined Proxy

Statement/Prospectus included therein, whether in preliminary or definitive form, and any amendments or supplements thereto.

“Related Party”

means with respect to a Person (a) any member, shareholder or equity interest holder who, together with its Affiliates, directly or indirectly

holds no less than five percent (5%) of the total outstanding share capital of the Person, (b) current or former director, manager, officer

or employee or (c) to the Knowledge of the Company or Parent, as applicable, any immediate family member or Affiliate of any of the foregoing.

“Representatives”

means, with respect to any Person, such Person’s officers, directors, managers, consultants, employees, independent contractors,

advisors (including financial advisors, counsel and accountants), representatives, agents and other legal representatives of such Person.

“Requisite Company

Member Approval” means the approval of this Agreement and the Transactions, including the Merger, by the affirmative vote or

written consent of Ultimate Holdings, pursuant to the terms and in accordance with and satisfaction of the conditions of the Company’s

Organizational Documents and applicable Law.

“Requisite Parent

Shareholder Approval” means the approval of each of the Business Combination Proposal, Domestication Proposal, Charter Amendment

Proposal, Incentive Plan Proposal, ESPP Proposal and Stock Issuance Proposal, in each case, by the affirmative vote of the holders of

the requisite number of Parent Ordinary Shares under the Parent Articles and the Cayman Companies Act, present in person or by proxy

and entitled to vote thereon, and who vote at the Parent Shareholder Meeting (assuming a quorum is present) required to approve such

proposals.

“Sarbanes-Oxley Act”

means the Sarbanes-Oxley Act of 2002.

“Section 102”

means Section 102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder, including the Income Tax

Rules (Tax Relief for Issuance of Shares to Employees), 5763-2003.

“SEC” means

the Securities and Exchange Commission.

“Section 102

Option” shall mean any Company Option (excluding, for the avoidance of doubt, any Promised Company Options or Earnout Options

that have not yet been granted) that was granted pursuant to Section 102.

“Section 102

Shares” shall mean Company Units issued upon the exercise of any Section 102 Options

held by the 102 Trustee pursuant to Section 102(b)(2) of the Ordinance.

“Section 3(i) Option”

shall mean any Company Option that is subject to Tax pursuant to Section 3(i) of the Ordinance.

“Securities Act”

means the Securities Act of 1933, as amended.

“Software”

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

tools, compilers, files, scripts, architecture, algorithms, models, weights, heuristics, protocols, specifications, user interfaces,

menus, buttons, icons, and other items, as well as foreign language versions, fixes, upgrades, updates, enhancements, and past and future

versions and releases, in each case, including all source code, object code, or human readable code, (b) software implementations of

deep learning, machine learning, and other artificial intelligence technologies, and (c) manuals, notes, comments, or documentation for

or related to any of the foregoing.

“Sponsor”

means Eagle Equity Partners IV, LLC, a Delaware limited liability company.

“Sponsor Subscription

Agreement” means that certain Subscription Agreement, dated as of the date hereof, by and between Parent and Sponsor or an

Affiliate of Sponsor, pursuant to which Sponsor or such Affiliate has committed to purchase at the Closing, subject to the terms and

conditions therein, $10,000,000 of PubCo Common Stock.

“Stock Exchange”

means The New York Stock Exchange, NYSE American LLC, or Nasdaq Stock Market.

“Subsidiary”

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

securities of such other Person, or other interests of such other Person entitled (without regard to the occurrence of any contingency)

to vote in the election of directors, managers or trustees thereof, are Controlled or owned, directly or indirectly, by such Person.

“Surviving Company

LLC Agreement” means the limited liability company agreement of the Surviving Company, substantially in the form attached hereto

as Exhibit F.

“Tangible Evidence”

means physical, documentary, electronic or other written evidence (including, for the avoidance of doubt, e-mail communication).

“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 the Company and

other tangible property.

“Tax(es)”

means any U.S. federal, state or local or non-U.S. tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind

or nature imposed by any Taxing Authority (whether disputed or not, whether payable directly or by withholding and whether or not requiring

the filing of a Tax Return), including any income (net or gross), gross receipts, net worth, severance, stamp, premium, environmental,

capital stock, value added, inventory, 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,

personal property, intangible property, occupancy, recording, minimum, alternative minimum, estimated and other Taxes, together with

any interest, penalty, additions to tax or additional amount imposed with respect thereto or amounts in lieu thereof and shall include

any liability for such amounts as a result of being a transferee or successor or member of a combined, consolidated, unitary or affiliated

group.

“Tax Return”

means any return, information return, declaration, claim for refund or credit, 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.

“Taxing Authority”

means the Internal Revenue Service, ITA and any other Authority responsible for the collection, assessment or imposition of any Tax or

the administration of any Law relating to any Tax.

“Terminating Contracts”

means the Contracts listed on Company Schedule 1.1(c).

“Transaction Expenses”

means the Company Transaction Expenses and Parent Transaction Expenses.

“Transactions”

means the transactions contemplated by this Agreement and any Additional Agreement, including the Domestication and the Merger.

“Trading Day”

means any day on which shares of PubCo Common Stock are actually traded on the principal securities exchange or securities market on

which shares of PubCo Common Stock are then traded.

“Transfer Agent”

means Continental Stock Transfer & Trust.

“Transfer Taxes”

means all transfer, documentary, sales, use, stamp, registration, excise, recording, value added and other such similar Taxes and fees

(including any penalties and interest) that become payable by Parent, Merger Sub, the Company or the Surviving Company, in each case,

in connection with or by reason of the execution of this Agreement and the Transactions.

“Treasury Regulations”

means the regulations promulgated under the Code by the U.S. Department of the Treasury (whether in final or temporary form), as the

same may be amended from time to time.

“U.S. GAAP”

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

“Ultimate Holdings

Class B Unit” means a Class B Unit of Ultimate Holdings.

“Union”

means any labor union, trade union, works council, employee representative group, labor organization or similar employee representative

body covering any employee of the Company Group.

1.2

Further Definitions. The following terms have the meaning set forth in the locations set forth below:

Term

Location

Additional Parent SEC Documents

Section 5.10(a)

Affiliate Transaction

Section 4.28

Agreement

Preamble

Alternative Proposal

Section 6.2(b)

Alternative Transaction

Section 6.2(a)

Balance Sheet Date

Section 4.8(a)

Business

Recitals

Cayman Companies Act

Recitals

Cayman Registrar

Section 2.1(b)

Certificate of Domestication

Section 2.1(b)

Certificate of Merger

Section 2.2(a)

Charter Amendment Proposal

Section 6.4(e)

Closing

Section 2.3

Closing Consideration Spreadsheet

Section 3.2(a)

Closing Date

Section 2.3

Closing Form 8-K

Section 6.4(k)

Closing Press Release

Section 6.4(k)

Company

Preamble

Company Balance Sheet

Section 4.8(a)

Company Statement of Operations

Section 4.8(a)

Company Consent

Section 4.4

Company Converted Option

Section 3.1(b)

Company Group

Recitals

Company Recapitalization

Recitals

Company Equityholder Group

Section 11.19(b)

Company IPR

Section 4.16(b)

Company PCAOB Audited Financial Statements

Section 6.5(a)

Company Subsidiary

Section 4.7(a)

Company Member Written Consent

Section 7.2

Company Unaudited Interim Financial Statements

Section 6.5(b)

DGCL

Recitals

Director Election Proposal

Section 6.4(g)

Domestication

Recitals

Domestication Effective Time

Section 2.1(b)

Domestication Proposal

Section 6.4(g)

D&O Indemnified Party

Section 6.8(a)

D&O Tail

Section 6.8(b)

Enforceability Exceptions

Section 4.2

Export Control Laws

Section 4.26(a)

Generative AI Tools

Section 4.16(k)

Incentive Plan Proposal

Section 6.4(g)

Term

Location

Intended Tax Treatment

Recitals

Interim Period

Section 6.1

International Trade Control Laws

Section 4.26(a)

IIA

Section 4.33

ITA

Recitals

IPO Prospectus

Section 11.15

JOBS Act

Section 5.10(f)

K&E

Section 11.19(b)

Labor Agreement

Section 4.13(a)(xiii)

Leased Real Property

Section 4.20(a)

Lock-Up Agreement

Recitals

Losses

Section 6.12(c)

Material Contracts

Section 4.13(a)

Material Customers

Section 4.29(a)

Material Suppliers

Section 4.29(b)

Merger

Recitals

Merger Effective Time

Section 2.2(a)

Business Combination Proposal

Section 6.4(g)

Merger Sub

Preamble

Merger Sub CTB

Recitals

Merger Sub Membership Interests

Section 5.6(d)

Offer Documents

Section 6.4(b)

Option Tax Ruling

Section 3.6(a)

Outside Closing Date

Section 10.1(a)

Owned IPR

Section 4.16(b)

Parent

Preamble

Parent Board Recommendation

Recitals

Parent Class B Share Conversion

Recitals

Parent Financial Statements

Section 5.10(c)

Parent Group

Section 11.19(a)

Parent Insurance Policies

Section 5.26

Parent Parties

Preamble to ARTICLE V

Parent Proposals

Section 6.4(g)

Parent Redemption Amount

Section 8.4

Parent SEC Documents

Section 5.10(a)

Parent Shareholder Meeting

Section 6.4(b)

Paying Agent Undertaking

Section 3.5(b)

Payor

Section 3.5(a)

Per Unit Merger Consideration

Section 3.1(a)(ii)

PIPE Investment

Recitals

Premium Cap

Section 6.8(b)

Prohibited Party

Section 4.26(d)

Proxy Statement/Prospectus

Section 6.4(b)

PubCo

Preamble

PubCo Bylaws

Recitals

PubCo COI

Recitals

PubCo Employee Stock Purchase Plan

Section 8.2

PubCo Equity Incentive Plan

Section 8.2

Term

Location

Public Certifications

Section 5.10(a)

Real Property Leases

Section 4.20(a)

Redemption Holders

Recitals

REDL Financial Statements

Section 4.8(a)

REDL Intermediate II Audited Financial

Statements

Section 4.8(a)

Recapitalization Effective Time

Section 3.1(a)(i)

Registered Intellectual Property Rights

Section 4.16(a)

Rights Conversion

Section 2.1(a)

Regulatory Approvals

Section 9.1(f)

A&R Registration Rights Agreement

Recitals

Released Claims

Section 11.15

Sanctions

Section 4.26(a)

Second Merger

Section 6.9(a)

Signing Form 8-K

Section 6.4(a)

Signing Press Release

Section 6.4(a)

Sponsor Earn-Out Shares

Recitals

Sponsor Earn-Out Arrangement

Recitals

Sponsor Support Agreement

Recitals

Standard Contracts

Section 4.13(a)(vi)

Stock Issuance Proposal

Section 6.4(g)

Subscription Agreements

Recitals

Surviving Company

Section 2.2(a)

S-4 Effective Date

Section 6.4(e)

Transaction Litigation

Section 6.11

Trust Account

Section 5.9

Trust Agreement

Section 5.9

Trustee

Section 5.9

Ultimate Holdings

Preamble

Unit Separation

Recitals

Valid Tax Certificate

Section 3.5(b)

White & Case

Section 11.19(a)

Withholding Drop Date

Section 3.5(b)

102 Awards

Section 4.5(d)

1.3

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. The words “on the date hereof” and any words of similar import refer to the date of this Agreement.

(c)

Any 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”

(i.e., it shall be disjunctive but not exclusive); 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 U.S. GAAP.

(d)

Any reference in this Agreement to “PubCo” shall also mean Parent to the extent the matter relates to the pre-Domestication

period and any reference to “Parent” shall also mean “PubCo” to the extent the matter relates to the

post-Domestication period (including, for the purposes of this Section 1.3(d), the Domestication Effective Time).

(e)

Any reference in this Agreement to “Surviving Company” shall also mean the Company to the extent the matter relates

to the pre-Closing period and any reference to “Company” shall also mean “Surviving Company” to the extent the

matter relates to the post-Closing period (including, for the purposes of this Section 1.3(e), the Merger Effective Time).

(f)

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 amendments thereto, 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. References

to “U.S.” shall be references to the United States, and references to “$” or “dollar” or “US$”

shall be references to U.S. dollars. The word “day” means calendar day unless Business Day is expressly specified.

(g)

The Company Schedules and the Parent Schedules have been arranged, for

purposes of convenience only, in separate sections and subsections corresponding to the Sections and subsections of this Agreement. Any

information set forth in any section or subsection of the Company Schedules or Parent Schedules, as applicable, shall be deemed to be

disclosed for purposes of other Sections and subsections of this Agreement, and shall be deemed to be incorporated by reference in each

of the other sections and subsections of the Company Schedules or Parent Schedules, as applicable, as though fully set forth in such

other sections and subsections (whether or not specific cross-references are made) only to the extent the relevance of such information

is reasonably apparent from the face of such disclosure, notwithstanding that the Company Schedules and the Parent Schedules make reference

to a specific section or subsection. No reference to or disclosure of any item or other matter in the Company Schedules or Parent Schedules,

as applicable, shall be construed as an admission or indication that such item or other matter is material, that such item is outside

the ordinary course of business or not consistent with past practice, that such item or other matter is required to be referred to or

disclosed in the Company Schedules or Parent Schedules or that a violation, right of termination, default, liability or other

obligation of any kind exists, has actually occurred or will occur with respect to any item. The

information set forth in the Company Schedules or Parent Schedules, as applicable, is disclosed solely for purposes of this Agreement,

and no information set forth therein shall be deemed to be an admission by any party to any third party of any matter whatsoever, including

any violation of Law or breach of any Contract. The information set forth in the Company Schedules or Parent Schedules, as applicable,

that is not required by this Agreement to be so reflected is set forth solely for informational purposes and does not necessarily

include other information of a similar nature. Neither the specification of any dollar amount in any representation, warranty or covenant

contained in this Agreement nor the inclusion of any specific item in the Company Schedules or the Parent Schedules is intended to imply

that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no Person shall use

the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties

to this Agreement as to whether any obligation, item or matter not described herein or included in the Company Schedules or the Parent

Schedules is or is not material for purposes of this Agreement or required to be disclosed for purposes of this Agreement, including

whether such amounts or items are or are not or may constitute an event or condition which could be considered to be or result in a Material

Adverse Effect. The parties hereto do not assume any responsibility to any Person that is not party hereto for the accuracy of any information

set forth in the Company Schedules.

(h)

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.

(i)

The phrases “provided”, “delivered”, or “made available”, when used in this Agreement, shall

mean that the information referred to has been (i) posted in the “data room” (virtual) hosted by Datasite and established

by the Company or its Representatives and to which, and to the extent to which, Parent and its Representatives have had access prior

to 10:00 a.m. Eastern Time on the day that is at least two (2) days prior to the date of this Agreement, (ii) filed or furnished with

the SEC, (iii) delivered to a party or its legal counsel via electronic mail or hard copy form on the day that is at least two (2) days

prior to the date of this Agreement or (iv) made available for in-person review by a party or its legal counsel on the day that is at

least two (2) days prior to the date of this Agreement.

ARTICLE II

THE DOMESTICATION AND THE MERGER

2.1

The Domestication.

(a)

Pre-Domestication Actions. Upon the terms and subject to the conditions set forth in this Agreement, subject to receipt

of the Parent Shareholder Approvals, the following transactions shall occur in the following order, each immediately after the other

and the last immediately before the Domestication: (i) the Unit Separation, (ii) pursuant to the Parent Articles and Sponsor Support

Agreement, the Parent Class B Share Conversion, (iii) without any action on the part of any holder of Parent Units, Parent Shares, or

Parent Public Rights, the automatic conversion of each then issued and outstanding Parent Public Right into one-twentieth (1/20th) of

one Parent Class A Share (with any fractions thereof rounded down to the nearest whole number of Parent Class A Shares), pursuant to

and in accordance with the Parent Rights Agreement (the “Rights Conversion”), and (iv) the Redemption.

(b)

Domestication. Upon the terms and subject to the conditions set forth in this Agreement (other than those conditions that

by their nature are to be satisfied at Closing), subject to receipt of the Parent Shareholder Approvals and in accordance with the DGCL

and the Cayman Companies Act, prior to the Closing, 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 PubCo COI,

in each case, in accordance with the provisions of Section 388 of the DGCL, (ii) adopting the PubCo Bylaws upon Domestication, and (iii)

completing and making and procuring all applicable notices, declarations, affidavits, statements of assets and liabilities, shareholder

approvals, undertakings and other documents required to be filed with the Registrar of Companies in the Cayman Islands under the Cayman

Companies Act (the “Cayman Registrar”) in connection with the Domestication, paying all applicable fees required to

be paid and causing the satisfaction of all other conditions to deregistration required to be satisfied, in each case, under Section

206 of the Cayman Companies Act and obtaining a certificate of de-registration from the Cayman Registrar. The Domestication shall become

effective under the DGCL at the time the Certificate of Domestication and the PubCo COI are accepted for filing by the Delaware Secretary

of State or at such later time as may be mutually agreed by the Company and Parent and specified in each of the Certificate of Domestication,

and in any event, before the Merger Effective Time (the time at which the Domestication becomes effective is herein referred to as the

“Domestication Effective Time”).

(c)

Effect of the Domestication. At the Domestication Effective Time, by virtue of the Domestication, and without any action

on the part of any holder of Parent Units or Parent Shares, each then issued and outstanding Parent Class A Share (for the avoidance

of doubt, after effecting the Redemption, Unit Separation, Rights Conversion and the Parent Class B Share Conversion) shall convert automatically

into one (1) share of PubCo Common Stock. Upon the filing of and pursuant to the PubCo COI, Parent’s name shall be changed to “REDLattice

Incorporated.”

2.2

The Merger.

(a)

Merger. Upon the terms and subject to the provisions of this Agreement, and in accordance with the applicable provisions

of the DLLCA, at the Closing, (i) Merger Sub shall be merged with and into the Company, (ii) the separate existence of Merger Sub shall

thereupon cease, and the Company shall continue as the surviving entity in the Merger (after the Merger Effective Time, the Company may

be referred to as the “Surviving Company”), and (iii) the Surviving Company shall become a wholly-owned Subsidiary

of PubCo. At the Closing, the Company shall file a certificate of merger in the form attached hereto as Exhibit G with the Secretary

of State of the State of Delaware, executed in accordance with the relevant provisions of the DLLCA (the “Certificate of Merger”),

and the Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties

hereto and specified in the Certificate of Merger, but in no event later than one (1) Business Day following the Domestication Effective

Time (the time at which the Merger becomes effective is herein referred to as the “Merger Effective Time”).

(b)

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

Certificate of Merger and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto,

pursuant to the Merger, at the Merger Effective Time, (i) the Company Securityholders shall be entitled to the consideration described

in, and in accordance with the provisions of, ARTICLE III, (ii) all the property, rights, privileges, agreements, powers and franchises,

debts, liabilities, duties and obligations of the Company and Merger Sub shall become the property, rights, privileges, agreements, powers

and franchises, debts, liabilities, duties and obligations of the Surviving Company, which shall include the assumption by the Surviving

Company of any and all agreements, covenants, duties and obligations of the Company and the Merger Sub set forth in this Agreement to

be performed after the Closing.

(c)

Organizational Documents of the Surviving Company. At the Merger Effective Time, the (i) certificate of formation of the

Company as in effect immediately prior to the Merger Effective Time shall be the certificate of formation of the Surviving Company, and

(ii) the limited liability company agreement of the Company shall cease to have effect and shall be amended and restated in its entirety

by the Surviving Company LLC Agreement.

2.3

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 all 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. The parties hereto 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”.

2.4

Directors and Officers of PubCo and the Surviving Company.

(a)

Following the Domestication and Prior to the Merger. The parties hereto will take all requisite action such that (i) each

of the Independent Directors of Parent as of immediately prior to the Domestication Effective Time will cease to be a director of Parent

as of the Domestication Effective Time (including by causing each such director to tender an irrevocable resignation as a director, effective

as of the Domestication Effective Time), and immediately following the Domestication Effective Time, Eli Baker will be the sole director

of PubCo, to hold office in accordance with the provisions of the DGCL, the PubCo COI, and the PubCo Bylaws, until the Merger Effective

Time, (ii) the officers of Parent as of immediately prior to the Domestication Effective Time will continue as the initial officers of

PubCo immediately after the Domestication Effective Time, each to hold office in accordance with the provisions of the DGCL, the PubCo

COI, and the PubCo Bylaws, until the Merger Effective Time, and (iii) each director and officer of PubCo in office immediately prior

to the Merger Effective Time, other than those who shall be directors and officers of PubCo pursuant to Section 2.4(b), shall

cease to be a director or officer, as applicable, immediately following the Merger Effective Time (including by causing each such director

and officer to tender an irrevocable resignation as a director or officer (as applicable), effective as of the Merger Effective Time).

(b)

Following the Merger. The parties hereto will take all requisite action such that, immediately after the Merger Effective

Time:

(i)

PubCo’s Board of Directors will initially consist of nine (9) directors, as follows: (A) six (6) directors will be designated

by the Company (with at least two (2) of such directors qualifying as Independent Directors); (B) one (1) director will be the Company’s

Chief Executive Officer; (C) one (1) director will be an Independent Director nominated by Sponsor and approved by the Company, which

approval shall not be unreasonably withheld; provided that each of Harry Sloan, Jeff Sagansky and Eli Baker are approved by the

Company as prospective nominees for the Independent Director nominated by Sponsor so long as each qualifies as an Independent Director;

and (D) one (1) director will be an Independent Director who is mutually agreeable to the Sponsor, on the one hand, and the Company,

on the other hand. The initial director designees are set forth on Company Schedule 2.4(b)(i). If any Person designated pursuant

to this Section 2.4(b)(i) is not duly elected at the Parent Shareholder Meeting, the parties hereto shall take all necessary action

to fill any such vacancy on PubCo’s Board of Directors with such Person or an alternative Person designated in accordance with

this Section 2.4(b)(i).

(ii)

The individuals identified on Company Schedule 2.4(b)(ii) will be the officers of PubCo, with such individuals holding

the titles set forth opposite their names until their respective successors are duly appointed and qualified or until their earlier death,

resignation or removal.

(iii)

The officers and directors of PubCo immediately after the Merger Effective Time will also serve as the officers and directors

of the Surviving Company immediately after the Merger Effective Time, with such individuals holding such office until their respective

successors are duly appointed and qualified or until their earlier death, resignation or removal.

2.5

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, rights, privileges, powers and franchises of the Company, the officers and directors of the Surviving

Company are fully authorized in the name and on behalf of the Company to take or perform, and will, at the written request of any other

party hereto, take or perform all lawful action reasonably necessary or desirable to accomplish such purpose or acts, so long as such

action is not inconsistent with this Agreement.

2.6

Use of Proceeds. At the Closing, the Aggregate Parent Closing Cash shall be used to pay (to the extent of available funds),

by wire transfer of immediately available funds and in the following manner and order of priority: (a) the A&R Financing Agreement

(as defined in the Company Schedules), (b) the Goldman Note (as defined in the Company Schedules), (c) Transaction Expenses, pursuant

to Section 2.7, and (d) the Paragon Cash Earn-Out Amount (to the extent due at such time). Following the Closing, and subject

to Section 9.3(h), the remaining amount of Aggregate Parent Closing Cash shall be used by PubCo for general corporate purposes

and the ongoing working capital requirements of PubCo and its Subsidiaries (including, for the avoidance of doubt, the Surviving Company).

2.7

Transaction Expenses.

(a)

Not less than three (3) Business Days prior to the Domestication, (i) Parent shall prepare and deliver to the Company a statement

setting forth Parent’s good faith determination of Parent Transaction Expenses as of the Closing Date, in reasonable detail and

with reasonable supporting documentation, including the respective amounts and wire transfer instructions for the payment of all Parent

Transaction Expenses and applicable Tax forms of the payees, and (ii) the Company shall prepare and deliver to Parent a statement setting

forth the Company’s good faith determination of Company Transaction Expenses as of the Closing Date, in reasonable detail and with

reasonable supporting documentation, including the respective amounts and wire transfer instructions for the payment of all Company Transaction

Expenses and applicable Tax forms of the payees.

(b)

Upon the Closing, all accrued unpaid Transaction Expenses as set forth in the statements prepared pursuant to Section 2.7(a)

shall be paid and/or reimbursed by wire transfer of immediately available funds, from Aggregate Parent Closing Cash, and to the extent

such funds are exhausted, will be paid by PubCo; provided that any unpaid Company Transaction Expenses due to any current or former

employee, independent contractor, officer or director of the Company Group shall be paid to the Company for further payment to such employee,

independent contractor, officer or director through the payroll of the applicable member of the Company Group.

ARTICLE III

CONSIDERATION TO COMPANY SECURITYHOLDERS

3.1

Conversion of Company Securities.

(a)

Effect on Company Units.

(i)

Conversion of Company Units. Immediately prior to the Merger Effective Time, the Company shall effect the Company Recapitalization

(such effective time, the “Recapitalization Effective Time”), pursuant to which (i) each Ultimate Holdings Class B

Unit will be redeemed for a number of Company Class B Units of equivalent value, and (ii) immediately thereafter, each Company Class

V Unit, Company Class P Unit, Company Class A Unit, then-vested Company Class B Unit, and Company Class S Unit outstanding immediately

prior to the Recapitalization Effective Time shall automatically convert into a number of Company Class A-1 Units of equivalent value,

with any then-unvested Company Class B Unit converting to a number of Company Class A-2 Units of equivalent value, containing the same

terms, conditions, time-vesting and other provisions as are currently applicable to such Class B Unit (except those provisions rendered

inoperative by virtue of such conversion). All of the Company Class V Units, Company Class P Units, Company Class A Units, Company Class

B Units, and Company Class S Units converted into shares of Company Class A-1 Units and Company Class A-2 Units, as applicable, shall

no longer be outstanding and shall cease to exist, and each holder of Company Class V Units, Company Class P Units, Company Class A Units,

Company Class B Units, and Company Class S Units shall thereafter cease to have any rights with respect to such securities. For purposes

of determining the number of vested Company Class B Units as of immediately prior to the Merger Effective Time, any applicable performance

goals shall be deemed achieved as of the Merger Effective Time, as determined by the Board of Managers of the Company.

(ii)

Conversion of Company Class A-1 Units and Company Class A-2 Units. At the Merger Effective Time, by virtue of the Merger

and without any action on the part of Parent, Merger Sub, the Company, the Company Securityholders or any other Person, each Company

Class A-1 Unit and Company Class A-2 Unit issued and outstanding immediately prior to the Merger Effective Time (including the Company

Class A-1 Units and Company Class A-2 Units issued upon the Company Recapitalization, but not including treasury units which, if any,

shall be cancelled pursuant to Section 3.1(e), shall be automatically cancelled and converted into (A) for Company Class A-1 Units,

the right to receive a number of shares of PubCo Common Stock and (B) for Company Class A-2 Units, a number of restricted shares of PubCo

Common Stock containing the same terms, conditions, vesting and other provisions as are currently applicable to the Class A-2 Units so

converted (except those provisions rendered inoperative by virtue of such conversion), and equal to the Consideration Ratio (such number

of shares of PubCo Common Stock and restricted shares of PubCo Common Stock, as applicable, the “Per Unit Merger Consideration”),

and, accordingly, each holder of Company Class A-1 Units and Company Class A-2 Units as of immediately prior to the Merger Effective

Time (including the Company Class A-1 Units and Company Class A-2 Units issued upon the Company Recapitalization, but not including treasury

units which, if any, shall be cancelled pursuant to Section 3.1(e)), shall be entitled to receive, for such Company Class A-1

Units and Company Class A-2 Units that it holds, a portion of the Aggregate Merger Consideration equal to (x) the Consideration Ratio

multiplied by (y) the number of Company Class A-1 Units and Company Class A-2 Units, as applicable, held by such holder as of immediately

prior to the Merger Effective Time (including the Company Class A-1 Units and Company Class A-2 Units, as applicable, issued upon the

Company Recapitalization).

(b)

Treatment of Company Options. Prior to the Merger Effective Time, the Boards of Directors of Ultimate Holdings, the Company

and Parent (or any duly authorized committee thereof) shall, as applicable, take all corporate actions necessary, including adopting

appropriate resolutions and obtaining consents of the holders of the Company Options, if required, to provide that, as of the Merger

Effective Time, each Company Option, whether vested or unvested, shall be assumed by PubCo and shall continue in full force and effect,

containing the same terms, conditions, vesting and other provisions as are currently applicable to such Company Options, and shall be

issued by PubCo pursuant to the same Tax route under which the Company Options were originally granted (subject to the terms and conditions

of the Option Tax Ruling); provided that (i) each such Company Option shall be exercisable for such number of shares of PubCo

Common Stock that equals the Consideration Ratio multiplied by the number of Company Units subject to such Company Option as of immediately

prior to the Merger Effective Time, in each case at such per share exercise price that shall equal the per unit exercise price of such

Company Option as of immediately prior to the Merger Effective Time divided by the Consideration Ratio (as so converted, a “Company

Converted Option”) and (ii) with respect to each such Company Option, any fractional shares that would be issuable upon exercise

thereof will be rounded down to the nearest whole number of shares of PubCo Common Stock and the per share exercise price will be rounded

up to the nearest whole cent. Parent shall adopt the PubCo Equity Incentive Plan, which will cover the Company Converted Options, pursuant

to Section 8.2.

(c)

Company Further Assurance. The Company shall take all necessary actions to effect the treatment of Company Options pursuant

to Section 3.1(b) in accordance with the Company Equity Incentive Plan and the applicable award agreements. The Board of Managers

of the Company shall take all other necessary actions, effective as of immediately prior to the Closing, in order to provide that no

new Company Options (or other awards under the Company Equity Incentive Plan) will be granted under the Company Equity Incentive Plan.

(d)

Conversion of Units of Merger Sub. Each unit of Merger Sub that is issued and outstanding immediately prior to the Merger

Effective Time will, by virtue of the Merger and without further action on the part of the sole member of Merger Sub, be converted into

and become one (1) unit of the Surviving Company (and the units of Surviving Company into which the units of Merger Sub are so converted

shall be the only units of the Surviving Company that are issued and outstanding immediately after the Merger Effective Time). Each certificate

(if any) evidencing ownership of units of Merger Sub will, as of the Merger Effective Time, be deemed to evidence ownership of such units

of the Surviving Company.

(e)

Treatment of Company Units Owned by the Company. At the Merger Effective Time, all Company Units that are owned by the

Company as treasury interests immediately prior to the Merger Effective Time, if any, shall be cancelled and extinguished without any

conversion thereof.

(f)

Surrender of Certificates. The shares of PubCo Common Stock issued as Aggregate Merger Consideration upon the surrender

and cancellation of the Company Units, in accordance with the terms hereof, shall be deemed to have been issued in full satisfaction

of all rights pertaining to such securities.

(g)

Lost or Destroyed Certificates. In the event any certificates representing Company Units, if any, shall have been lost,

stolen or destroyed, PubCo shall issue in exchange for such lost, stolen or destroyed certificates or securities, as the case may be,

upon the making of an affidavit of that fact by the holder thereof in customary form and substance (without the requirement to post a

bond), such securities, as may be required pursuant to this Section 3.1.

(h)

Company Equity Plan Termination. The Company shall take, or cause to be taken, all actions, as may be required, to terminate

the Company Equity Incentive Plan at or prior to the Merger Effective Time, contingent on the Closing, including obtaining appropriate

resolutions of the Company Board of Managers and providing all notices and obtaining all consents, to give effect to the treatment of

the Company Options as provided herein. As of the Merger Effective Time, all Company Options shall no longer be outstanding under the

Company Equity Incentive Plan and each Person who previously held Company Options shall cease to have any rights with respect to such

Company Options, except as set forth in this Section 3.1.

3.2

Closing Consideration Spreadsheet.

(a) At

least five (5) days prior to the Closing, the Company shall deliver to Parent a spreadsheet (the “Closing Consideration Spreadsheet”),

prepared by the Company in good faith and detailing the following, in each case, as of immediately prior to the Merger Effective Time,

but following the Company Recapitalization:

(i)

the name and address of record of each holder of Company Units and the number of Company Units held by such holder;

(ii)

the names of record of each holder of Company Options, and the exercise price, number of Company Units subject to each Company

Options held by such holder (including, in the case of unvested Company Options, the vesting schedule and vesting commencement date);

(iii)

detailed calculations of each of the following (in each case, determined without regard to withholding):

(A)

the Closing Indebtedness;

(B)

the Aggregate Merger Consideration;

(C)

the Per Unit Merger Consideration;

(D)

the Consideration Ratio; and

(E)

for each Company Converted Option, the exercise price therefor and the number of shares of PubCo Common Stock subject to

such Company Converted Option.

(b)

The contents of the Closing Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review

and comment by Parent, and the Company shall revise the Closing Consideration Spreadsheet to reflect any changes thereto as may be agreed

upon by the Company and Parent at least two (2) Business Days prior to Closing, which changes shall be reflected in a final version of

the Closing Consideration Spreadsheet delivered by the Company to Parent at least one (1) Business Day prior to Closing; provided,

however, that if the Company and Parent are unable to agree on such changes prior to the date that is one (1) Business Day prior

to Closing, the Closing Consideration Spreadsheet delivered by the Company, inclusive of any changes agreed upon by the Company and Parent

prior to such date, shall control for purposes of this Section 3.2(b). The parties hereto acknowledge and agree that the Closing

Date shall not be delayed, postponed or otherwise extended as a result of Parent review of, or delivery of comments to, the Closing Consideration

Spreadsheet. The parties hereto agree that Parent and Transfer Agent shall be entitled to rely on the Closing Consideration Spreadsheet

finally delivered pursuant to this Section 3.2(b) in issuing shares of PubCo Common Stock in accordance with this ARTICLE III.

3.3

Sponsor Earn-Out Consideration.

(a)

Immediately prior to the Merger Effective Time, PubCo shall cause the Sponsor Earn-Out Shares to be subject to the vesting and

forfeiture conditions specified in this Section 3.3. The Sponsor Earn-Out Shares shall vest as follows:

(i)

if, at any time during the Earn-Out Period, the PubCo Trading Price at any point during the trading hours of a Trading Day is

greater than or equal to $12.50 per share for any twenty (20) Trading Days within any period of thirty (30) consecutive Trading Days,

767,500 of the Sponsor Earn-Out Shares shall vest to the Sponsor and no longer be subject to the forfeiture or other conditions provided

in this Section 3.3;

(ii)

if, at any time during the Earn-Out Period, the PubCo Trading Price at any point during the trading hours of a Trading Day is

greater than or equal to $15.00 per share for any twenty (20) Trading Days within any period of thirty (30) consecutive Trading Days,

767,500 of the Sponsor Earn-Out Shares shall vest to the Sponsor and no longer be subject to the forfeiture or other conditions provided

in this Section 3.3; and

(iii)

if, at any time during the Earn-Out Period, the PubCo Trading Price at any point during the trading hours of a Trading Day is

greater than or equal to $17.50 per share for any twenty (20) Trading Days within any period of thirty (30) consecutive Trading Days,

500,000 of the Sponsor Earn-Out Shares shall vest to the Sponsor and no longer be subject to the forfeiture or other conditions provided

in this Section 3.3.

(b)

For the avoidance of doubt, if the vesting conditions set forth in Section 3.3(a)(i), Section 3.3(a)(ii) and Section

3.3(a)(iii) have been satisfied, then all of the Sponsor Earn-Out Shares subject to such satisfied vesting conditions shall have

vested and no longer be subject to the forfeiture conditions provided in this Section 3.3.

(c)

If, upon the expiration of the Earn-Out Period, any of the Sponsor Earn-Out Shares have not vested pursuant to Section 3.3(a)(i),

Section 3.3(a)(ii) or Section 3.3(a)(iii), as applicable, then such Sponsor Earn-Out Shares that failed to vest shall be

automatically forfeited and transferred to PubCo for no consideration, and no Person (other than PubCo) shall have any further right

with respect thereto.

(d)

In the event that there is a PubCo Sale during the Earn-Out Period, then, (i) to the extent that the holders of PubCo Common Stock

receive a PubCo Sale Price that is greater than or equal to the applicable trading price specified in Section 3.3(a)(ii), any

Sponsor Earn-Out Shares that have not previously vested in accordance with Section 3.3(a)(i) or Section 3.3(a)(ii), as

applicable, shall be deemed to have vested (to the extent that such Sponsor Earn-Out Shares would have vested pursuant to Section

3.3(a)(ii), if the applicable trading price specified in Section 3.3(a)(ii) had been the PubCo Sale Price for any twenty (20)

Trading Days within any period of thirty consecutive Trading Days during the Earn-Out Period) immediately prior to the closing of such

PubCo Sale, (ii) to the extent that the holders of PubCo Common Stock receive a PubCo Sale Price that is greater than or equal to the

applicable trading price specified in Section 3.3(a)(iii), any Sponsor Earn-Out Shares that have not previously vested in accordance

with Section 3.3(a)(i), Section 3.3(a)(ii) or Section 3.3(a)(iii), as applicable, shall be deemed to have vested

(to the extent that such Sponsor Earn-Out Shares would have vested pursuant to Section 3.3(a)(iii), if the applicable trading

price specified in Section 3.3(a)(iii) had been the PubCo Sale Price for any twenty (20) Trading Days within any period of thirty

consecutive Trading Days during the Earn-Out Period) immediately prior to the closing of such PubCo Sale, and (iii) to the extent any

Sponsor Earn-Out Shares are deemed vested pursuant to this Section 3.3, Sponsor shall be eligible to participate in such PubCo

Sale with respect to such Sponsor Earn-Out Shares on the same terms, and subject to the same conditions, as apply to the holders of PubCo

Common Stock generally. Notwithstanding the foregoing, if (x) the PubCo Sale Price is greater than or equal to $12.50 but less than $15.00,

then a pro rata portion of the Sponsor Earn-Out Shares available for vesting pursuant to Section 3.3(a)(ii) shall be deemed

to have vested and such pro rata portion will be determined by multiplying (A) the quotient of (I) the PubCo Sale Price, minus

$12.50, divided by (II) $2.50, by (B) 767,500 and (y) the PubCo Sale Price is greater than or equal to $15.00 but less than $17.50,

then a pro rata portion of the Sponsor Earn-Out Shares available for vesting pursuant to Section 3.3(a)(iii) shall be deemed

to have vested and such pro rata portion will be determined by multiplying (A) the quotient of (I) the PubCo Sale Price, minus

$15.00, divided by (II) $2.50, by (B) 500,000.

(e)

For so long as any Sponsor Earn-Out Share remains subject to the vesting and forfeiture conditions specified in this Section

3.3, (i) the Sponsor shall be entitled to exercise the voting rights carried by such Sponsor Earn-Out Share and (ii) the Sponsor

shall not be entitled to receive any dividends or other distributions in respect of such Sponsor Earn-Out Share, and any dividends or

distributions paid or made in respect of such Sponsor Earn-Out Share shall be retained by PubCo and invested as and to the extent determined

by PubCo and shall be paid or made to Sponsor only when and to the extent that such Sponsor Earn-Out Share vests in accordance with Section

3.3(a), and, to the extent that such Sponsor Earn-Out Share (plus any interest or other income thereon) fails to vest in accordance

with Section 3.3(a) prior to the expiration of the Earn-Out Period, any dividends or distributions paid or made in respect thereof

shall be forfeited to PubCo for no consideration, and no Person (other than PubCo) shall have any further right with respect thereto;

provided, however, that an amount equal to the product of (x) thirty-five percent (35%) and (y) the amount of any dividends

or distributions (or such interest or other income) that would be so retained by PubCo with respect to any Sponsor Earn-Out Share shall

instead be paid or made to the holder of the Sponsor Earn-Out Share as a tax distribution at the same time as such dividend or other

distribution is distributed or made (or such interest or other income is earned) and the amounts so distributed or made as a tax distribution

shall not be subject to forfeiture, repayment, or clawback pursuant to this Section 3.3(e) or otherwise.

(f)

The parties hereto acknowledge and agree that the Sponsor is an express third-party beneficiary of this Section 3.3.

3.4

No Fractional Shares. No fractional shares of PubCo Common Stock, or certificates or scrip representing fractional shares

of PubCo Common Stock, will be issued upon the conversion of the Company Units pursuant to the Merger or the conversion of Parent Public

Rights pursuant to Section 2.1(a), and any such fractional shares or interests therein will not entitle the owner thereof to vote

or to any rights of a member of PubCo. Any fractional shares of PubCo Common Stock will be rounded down to the nearest whole number of

shares of PubCo Common Stock.

3.5

Withholding.

(a)

Notwithstanding any other provision of this Agreement, but subject to succeeding clauses of this Section 3.5 in the case

of Israeli Taxes, Parent, Merger Sub, the Company, and the Surviving Company (and their respective Representatives), the Transfer Agent,

the Israeli Sub Paying Agent, the 102 Trustee and any other Person who or that is a withholding agent (each a “Payor”)

shall be entitled to deduct and withhold from any amount payable to any Person pursuant to this Agreement such amounts that are required

to be deducted or withheld under the Code, or under any provision of state, local or non-U.S. Tax Law; provided that, any such

Payor (to the extent party hereto) shall use commercially reasonable efforts to provide the applicable payee with written notice of any

amount that it intends to withhold in connection with any payment under this Agreement (other than any compensatory payments to be made

pursuant to this Agreement) at least five (5) days prior to making any such withholding; provided further that, (i) neither Parent

nor Merger Sub shall be required to so notify any shareholder or security holder of Parent and (ii) in the case of any deduction or withholding

with respect to any shareholder or security holder of the Company, Parent and Merger Sub may satisfy such notice requirement by delivering

such notice to the Company, who shall then notify the relevant shareholder or security holder of the Company. To the extent that amounts

are so deducted and withheld and paid or remitted over to the appropriate Authorities, such amounts shall be treated for all purposes

under this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. Any applicable Payor

that intends to deduct or withhold under this Section 3.5 shall use commercially reasonable efforts to provide recipients of consideration

(other than amounts treated as compensation for applicable Tax purposes) with a reasonable opportunity to provide documentation establishing

exemptions from or reductions of such withholdings. In the case of any such payment payable to employees of the Company Group in connection

with the Merger that is treated as compensation for applicable Tax purposes, the parties hereto shall cooperate to pay such amounts through

the payroll of the applicable member of the Company Group to facilitate applicable withholding. To the extent any amount is required

to be deducted or withheld and is not otherwise funded by the applicable recipient, then the applicable Payor shall be entitled to satisfy

such obligations through the forfeiture or sale of the portion of any consideration otherwise deliverable to such recipient that is required

to enable such Payor to comply with applicable deduction or withholding requirements.

(b)

Notwithstanding Section 3.5(a), but subject to Section 3.5(d) below, with respect to Israeli Taxes, and in accordance

with the undertaking of the Israeli Sub Paying Agent, acting in coordination with the Transfer Agent, provided to PubCo prior to the

Merger Effective Time pursuant to Section 6.2.4.3 of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation

that includes consideration that will be transferred to the Seller at Future Dates) (the “Paying Agent Undertaking”),

the consideration payable or otherwise deliverable to any Company Securityholder (except for holders of (x) Company Securities granted

or issued under Section 102 or (y) Section 3(i) Options) shall be retained and held in trust by the Transfer Agent for the sole respective

benefit of each such recipient, for a period of 180 days from the Merger Effective Time or an earlier date requested by the recipient

or required in writing by the ITA (the “Withholding Drop Date”), during which time no Payor shall withhold any Israeli

Tax from such consideration except as provided below. Until three (3) Business Days before the Withholding Drop Date, Ultimate Holdings

(or any other equityholder of the Company) may obtain a certification or ruling or any other written instructions regarding Tax withholdings

issued by the ITA, in form and substance reasonably acceptable to Parent and the Israeli Sub Paying Agent, that is applicable to the

payments or other consideration to be made to any Person pursuant to this Agreement stating that no withholding, or reduced withholding,

of any Israeli Tax is required with respect to such payment or other consideration or providing any other instructions regarding Tax

withholding, except for a general certificate issued pursuant to the ITA Regulation (withholding from Payment for Services or Assets,

1977 (such certificate or ruling that is reasonably acceptable to Parent and the Israeli Sub Paying Agent, a “Valid Tax Certificate”).

If an equityholder of the Company delivers, no later than three (3) Business Days before the Withholding Drop Date, a Valid Tax Certificate

to the Israeli Sub Paying Agent, then the portion of the Aggregate Merger Consideration payable to such equityholder shall be paid to

such equityholder less any required deduction or withholding to the extent not previously funded in cash by such equityholder, and any

deduction and withholding of Israeli Taxes shall be made solely in accordance with such Valid Tax Certificate. If an equityholder (I) does

not timely provide the Israeli Sub Paying Agent with a Valid Tax Certificate or (II) submits a written request to the applicable

Payor to release such equityholder’s applicable consideration prior to the Withholding Drop Date, but fails to submit a Valid Tax

Certificate at or before such time, then the amount of Israeli Tax to be withheld from such consideration shall be calculated according

to the applicable withholding rate as reasonably determined by Parent in accordance with applicable Law. Notwithstanding anything to

the contrary in this Agreement (but subject to the preceding sentences of this Section 3.5(b)), with respect to any recipient

of consideration pursuant to this Agreement, (i) the shares of PubCo Common Stock issued pursuant to the Merger shall be issued in the

name of the Transfer Agent to be held in trust for the relevant recipient and delivered to such recipient in compliance with the withholding

requirements under this Section 3.5, and (ii) to the extent that any payment of PubCo Common Stock under this Agreement is subject

to withholding, such recipient shall provide the Israeli Sub Paying Agent with cash in the amount due with regards to such Israeli Taxes,

within five (5) Business Days from receipt of a request from the Israeli Sub Paying Agent to make such payment, and in any event prior

to the release of the consideration deliverable to such recipient. To the extent such cash amount is not timely delivered, or if the

recipient so requests, the applicable Payor shall be entitled to retain, sell or otherwise transfer such PubCo Common Stock on the open

market to a person other than PubCo or any Affiliate of PubCo and with reasonable commercial terms to the extent necessary to satisfy

the amount due with regards to such Israeli Taxes. Any cash proceeds from any such sale in excess of the amount of Israeli Taxes due

with respect to a recipient, net of any costs, expenses, and Taxes, shall be delivered to the applicable recipient and the Israeli Taxes

shall be remitted to the ITA. Any costs, expenses, or Taxes incurred by the Israeli sub-paying agent in connection with such sale shall

be borne by the Payor. Any such recipient of PubCo Common Stock hereby waives, releases and absolutely and forever discharges PubCo,

the Israeli Sub Paying Agent, the Transfer Agent or anyone acting on their behalf from and against any and all claims for any losses

in connection with the sale of any portion of the shares of PubCo Common Stock otherwise deliverable to such recipient in compliance

with the withholding requirements under this Section 3.5.

(c)

Notwithstanding anything to the contrary in this Section 3.5, any consideration paid or issued to a holder of Company

Options or Section 102 Shares pursuant to this Agreement, will be subject to deduction or withholding of Israeli Tax under the Ordinance

on the sixteenth (16th) day of the calendar month following the month during which the Closing occurs, unless prior to the sixteenth

(16th) day of the calendar month following the month during which the Closing occurs, (i) with respect to Section 3(i) Options, Section

102 Shares and Section 102 Options, the Option Tax Ruling shall have been obtained providing for no withholding or determining the withholding

procedure, and (ii) with respect to beneficial holders of Company Options who have not been Israeli tax residents from the date commencing

four (4) years prior to the date of grant of such Options until the Closing Date, such assumption shall not be subject to any withholding

or deduction of Israeli Tax, provided that (x) such awards were granted in consideration for work or services performed outside of Israel,

and (y) each such beneficial holder has provided the Israeli Sub Paying Agent prior to assumption of such options with an appropriate

executed declaration, to the reasonable satisfaction of Parent and Israeli Sub Paying Agent, regarding their non-Israeli residence and

confirmation that such beneficial holder was granted such awards in consideration for work or services for the Company (or any subsidiary

of the Company other than an Israeli subsidiary) performed outside of Israel (in accordance with the form attached hereto as Exhibit

I). For the purpose of funding any withholding Tax, if any, the Transfer Agent, PubCo, the Company or 102 Trustee shall be entitled to

sell recipient’s shares of PubCo Common Stock on reasonable commercial terms to the extent necessary to satisfy the full amount

due with regards to such Israeli Taxes.

(d)

Any withholding made in New Israeli Shekels with respect to payments made hereunder in dollars will be calculated based on a conversion

rate on the payment date and in such manner as the Transfer Agent (or the Israeli Sub Paying Agent) reasonably determines to be in compliance

with applicable Tax Law and any Tax ruling issued by the ITA. Any currency conversion commissions will be borne by the applicable consideration

recipient and deducted from any consideration to be delivered to such payment recipient.

(e)

For the avoidance of doubt, nothing in this Section 3.5 shall be construed as a condition to Closing.

3.6

Option Tax Ruling.

(a)

As soon as reasonably practicable after the execution of this Agreement, the Company shall instruct its legal counsel, advisors

and accountants to prepare and file with the ITA, in full coordination with Parent and Parent’s Israeli counsel and tax advisors,

an application for a ruling by the ITA in form and substance reasonably acceptable to Parent confirming, among other things, that the

assumption of Section 102 Options and Section 3(i) Options and the exchange of 102 Shares for shares of PubCo Common Stock shall not

constitute a taxable event and Tax continuity shall apply to the assumed Section 102 Options, Section 3(i) Options and the exchanged

102 Shares, which ruling may be subject to customary conditions regularly associated with such a ruling (the “Option Tax Ruling”).

(b)

The process of the Option Tax Ruling will be handled by the Company and its tax advisors, with full coordination and cooperation

with Parent. The Company, Parent and their respective Israeli counsels and Tax advisors shall cooperate with each other with respect

to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper

or advisable to obtain the Option Tax Ruling. The final text of the submissions to the ITA and the final text of the Option Tax Ruling

shall be subject to the prior written confirmation of Parent and its U.S. and Israeli legal counsel and Tax advisors (which confirmation

shall not be unreasonably withheld, conditioned or delayed). The Company shall inform Parent and its Israeli tax advisors in advance

of any meeting with the ITA and the Company, Parent and their respective Israeli tax advisors shall be allowed to participate in all

meetings with the ITA relating to the Option Tax Ruling. Should Parent’s counsel or tax advisors not attend any meeting with the

ITA relating to the Option Tax Ruling, the counsel of Company shall provide the Israeli counsel and tax advisors of Parent with a written

update of such meeting within two (2) Business Days of such meeting. The parties hereto shall use reasonable best efforts to promptly

take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law

to obtain the Option Tax Ruling, as promptly as practicable. Parent hereby undertakes, at all times following the Closing, (i) to comply,

and to cause its Subsidiaries to comply, with all of the terms and conditions of the Option Tax Ruling and (ii) to refrain from taking

or failing to take such actions, which actions or omissions would or would be reasonably expected to breach, jeopardize or adversely

change the effectiveness of, and/or the favorable tax treatment prescribed under, the Option Tax Ruling.

(c)

For the avoidance of doubt, nothing in this Section 3.6 shall be construed as a condition to Closing.

3.7

FIRPTA Certificate. Prior to the Domestication, the Company shall deliver to Parent a duly executed certificate conforming

to the requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3)(i), and a notice to be delivered to the U.S. Internal

Revenue Service as required under Treasury Regulations Section 1.897-2(h)(2), each dated no more than thirty (30) days prior to the Closing

Date, certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of

the Code, a “United States real property interest” within the meaning of Section 897(c) of the Code.

3.8

No Further Ownership Rights in Company Securities. At the Merger Effective Time, the transfer books of the Company shall

be closed and thereafter there shall be no further registration of transfers of Company Units or other securities of the Company on the

records of the Company. From and after the Merger Effective Time, the holders of Company Units outstanding immediately prior to the Merger

Effective Time (including any certificates evidencing such interests) shall cease to have any rights with respect to such Company Units,

except the right to receive shares of PubCo Common Stock and restricted shares of PubCo Common Stock, as applicable, and as otherwise

provided for herein or by applicable Law.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY GROUP

Except as set forth in the

Company Schedules, the Company hereby represents and warrants to Parent and Merger Sub:

4.1

Organization. Each member of the Company Group is a corporation, limited liability company or other entity duly incorporated

or formed (as applicable), validly existing and in good standing under the Laws of its jurisdiction of organization or formation and

has all requisite power and authority, and all governmental Permits, required to own, lease or otherwise hold, and operate, all of its

properties and assets and to carry on the Business as presently conducted and as proposed to be conducted, except where the failure to

be in good standing, to have such power and authority or to hold such Permits would not be material to the Company Group, taken as a

whole. Each member of the Company Group is duly licensed or qualified to do business and in good standing in each jurisdiction in which

the nature of the Business or the ownership, leasing, holding or operation of its properties or assets makes such licensing, qualification

or good standing necessary, except where the failure to be so licensed, qualified or in good standing would not constitute a Material

Adverse Effect. The Organizational Documents of each member of the Company Group are in full force and effect. No member of the Company

Group is in material violation of any of the material provisions of its Organizational Documents. 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.

4.2

Authorization. The Company has the requisite limited liability company power and authority to execute and deliver this

Agreement and the Additional Agreements to which it is a party and to consummate the Transactions, subject to receipt of the Requisite

Company Member Approval. The execution, delivery and performance by the Company of this Agreement and the Additional Agreements to which

the Company is a party, and the consummation by the Company of the Transactions have been duly authorized by all necessary limited liability

company action on the part of the Company, subject to receipt of the Requisite Company Member Approval. This Agreement constitutes, and,

upon the execution and delivery thereof, each Additional Agreement to which the Company is a party will constitute, subject in each case

to the due and valid authorization, execution and delivery by each other party hereto and thereto, a valid and legally binding agreement

of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, fraudulent conveyance,

insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general

principles of equity (the “Enforceability Exceptions”). The execution, delivery and performance of this Agreement

and the Additional Agreements and the consummation of the Transactions have been duly authorized by the Board of Managers of the Company

(and not thereafter modified or rescinded) and, together with the Requisite Company Member Approval, no other limited liability company

proceeding on the part of the Company is necessary to authorize this Agreement or the Additional Agreements to which the Company is a

party or the consummation of the Transactions.

4.3

Governmental Authorization. Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth

in ARTICLE V, none of the execution, delivery or performance by any member of the Company Group of this Agreement or any Additional

Agreement to which the Company is a party, or the consummation of the Transactions, requires any consent, approval, license, Order or

other action by or in respect of, or registration, declaration or filing with, any Authority, except for (a) the filing of the Certificate

of Merger with the Secretary of State of the State of Delaware pursuant to the DLLCA and the acceptance thereof by the Delaware Secretary

of State, (b) Regulatory Approvals, (c) as set forth on Company Schedule 4.3 or (d) any consents, approvals, licenses, Orders

or other actions or registrations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably

be expected to constitute a Material Adverse Effect.

4.4

Non-Contravention. Subject to the receipt of the Requisite Company Member Approval, except as set forth on Company Schedule

4.4, none of the execution, delivery or performance by the Company of this Agreement or any Additional Agreement to which the Company

is a party does or will (a) contravene or conflict with the Organizational Documents of the Company, (b) subject to receipt of Regulatory

Approvals, contravene or conflict with or constitute a violation of any provision of any Law or Order binding upon the Company or by

which any of the Company’s assets or properties are bound, (c) except with respect to Regulatory Approvals, require the consent,

approval or authorization of, or notice to any Person (each, a “Company Consent”) pursuant to, constitute a default

under or breach of (with or without the giving of notice or the passage of time or both) or violate, give rise to any right of termination,

cancellation, amendment or acceleration of any right or obligation of the Company pursuant to, require any payment or reimbursement to

a third party pursuant to or give rise to a loss of any benefit relating to the Business to which the Company is entitled under, in each

case, any Permit or Material Contract or (d) result in the creation or imposition of any Lien (except for Permitted Liens) on any of

the Company’s assets or properties or any of the Equity Interests of the Company (including the Company Securities), except to

the extent that the occurrence of any of the foregoing items set forth in clauses (a) through (d) would not, individually or in the aggregate,

reasonably be expected to constitute a Material Adverse Effect.

4.5

Capitalization.

(a)

The Company is authorized to issue Company Class V Units, Company Class A Units, Company Class B Units, Company Class P Units

and Company Class S Units pursuant to the limited liability company agreement of the Company. A true and complete list of all of the

Equity Interests issued or outstanding in the Company as of September 23, 2026, and the identity of the Persons that are the holders

of record thereof (the “Initial Holders”) is provided in Company Schedule 4.5(a), and there are no Equity Interests

issued or outstanding in the Company as of such date except as set forth thereon. All of the issued and outstanding Equity Interests

of the Company (i) are duly authorized, validly issued and fully paid, free

and clear of all Liens, other than Permitted Liens and restrictions under applicable securities Laws and the Organizational Documents

of the Company, as applicable, and (ii) were not issued in violation of any purchase options, right of first offer or refusal,

preemptive right, subscription right or other similar rights under any provision of the DLLCA, the Organizational Documents of the Company

or any Contract to which the Company is a party or by which the Company is bound.

(b)

Following the Company Recapitalization, (i) the Company will be authorized to issue Company Class A-1 Units and Company Class

A-2 Units and (ii) all of the Equity Interests in the Company will be owned by the Initial Holders and the Redemption Holders, free and

clear of any Liens, other than Permitted Liens and restrictions under applicable

securities Laws and the Organizational Documents of the Company, as applicable.

(c)

Except as set forth on Company Schedule 4.5(a), there are no (i) other issued or outstanding Equity

Interests of the Company, (ii) outstanding obligations of the Company to repurchase or redeem any Equity Interests of the Company

or make any investment (in the form of a loan, capital contribution or otherwise)

in any Person that is not a Company Subsidiary, (iii) treasury units or other Equity Interests of the Company held by the

Company, or (iv) other than as contained in the Organizational Documents of the Company, voting

trusts, voting agreements, proxies, member agreements or other agreements to which the Company is a party. The Company has not (A) redeemed

or repaid any Equity Interest contrary to its Organizational Documents or the terms of issue of any Equity Interest, (B) bought back

any units or reduced its equity or passed any resolution for the reduction of its equity, or (C) agreed, whether or not subject to any

condition, to do any of the matters referred to in the foregoing clauses (A) or (B).

(d)

All Company Options are evidenced by award agreements in substantially the forms previously made available to Parent, and no Company

Option is subject to terms that are materially different from those set forth in such forms. Each Company Option was validly granted

or issued and properly approved by the Board of Managers of the Company (or appropriate committee thereof) and, in the case of the Company

Options, in accordance with the terms of the Company Equity Incentive Plan. Each Company Option was granted in compliance with all applicable

Laws and all of the terms and conditions of the Company Equity Incentive Plan. All Company Options qualify for the tax and accounting

treatment afforded to such Company Option in the Company’s Tax Returns and the Company Financial Statements.

(e)

(i) Company Schedule 4.5(e)(i) contains a true, correct and complete list of each Company Option (excluding any Promised

Company Option) outstanding as of the date of this Agreement, and (ii) Company Schedule 4.5(e)(ii) sets forth a true, correct

and complete list of each Promised Company Option, in each case, setting forth (A) the name of the beneficial holder thereof, (B) the

date of grant, (C) the number of Company Units subject to such Company Option, (D) the exercise price, (E) the vesting commencement date

and vesting schedule (and any acceleration terms, if any), (F) the expiration date and (G) whether each such award was granted and is

subject to tax pursuant to Section 3(i) or Section 102 of the Ordinance. Solely with respect to issued Company Options held for the benefit

of Israeli taxpayers, each grant of such award was duly authorized no later than the date on which the grant of such award was intended

by its terms to be effective by all necessary corporate action, and each such grant was made in compliance with the terms of the Company

Equity Incentive Plan and all applicable Laws.

(f)

The Company Equity Incentive Plan was approved by the ITA as a capital gains route plan under Section 102(b)(2) of the Ordinance.

All awards classified under Section 102(b)(2) of the Ordinance (“102 Awards”) and Company Units that were issued upon

grant, vesting or exercise of 102 Awards were and are currently in compliance in all respects with the applicable requirements of Section

102 of the Ordinance (including the relevant sub-section of Section 102 of the Ordinance) and the written requirements and guidance of

the ITA, including but not limited to the filing of the necessary documents with the ITA, the grant of equity awards only following the

lapse of the required thirty (30)-day period after the filing of the Company Equity Incentive Plan with the ITA, the receipt of the required

written consents from the grantees, the appointment of an authorized trustee to supervise the 102 Awards and shares, and the receipt

of all required tax rulings.

4.6

Company Records. All material proceedings of the Board of Managers of the Company, including all committees thereof, and

of the Company Members, and all consents to actions taken thereby, are accurately reflected in the minutes and records contained in the

books and records of the Company, copies of which have been made available to Parent.

4.7

Subsidiaries.

(a)

Company Schedule 4.7(a) sets forth a true, correct and complete list of each direct and indirect Subsidiary of the Company

(each, a “Company Subsidiary”), including, with respect to the Company and each Company Subsidiary, (i) its legal

entity name and jurisdiction of incorporation, formation or organization, as applicable, and (ii) all names other than its legal name

under which such Company Subsidiary does business, as applicable.

(b)

Company Schedule 4.7(b) sets forth a true and complete list of all of the Equity Interests issued or outstanding in each

Company Subsidiary as of the date of this Agreement and the identity of the Persons that are the record and beneficial holders of record

thereof and there are no Equity Interests issued or outstanding in any Company Subsidiary as of the date of this Agreement except as

set forth thereon. The Company or a Company Subsidiary, as applicable, owns of record and beneficially all the issued and outstanding

Equity Interests of each of the Company’s Subsidiaries, free and clear of any Liens,

other than Permitted Liens and restrictions under applicable securities Laws and the Organizational Documents of the Company, as applicable.

All of the issued and outstanding Equity Interests of each Company Subsidiary are duly authorized, validly issued and fully paid and,

to the extent applicable, non-assessable.

(c)

In each case, other than as set forth in the Organizational Documents of each Company Subsidiary, there are no outstanding (i)

options, warrants, preemptive rights, calls, convertible securities, performance units, restricted units, conversion rights or other

rights, agreements, arrangements or commitments of any character relating to the issued or unissued Equity Interests of any Company Subsidiary

or obligating any Company Subsidiary to issue or sell Equity Interests of, or other equity or voting interests in, or any securities

convertible into or exchangeable or exercisable for Equity Interests of, any Company Subsidiary, (ii) obligations of any Company Subsidiary

to repurchase, redeem or otherwise acquire any Equity Interests of such Company Subsidiary or to provide funds to or make any investment

(in the form of a loan, capital contribution or otherwise) in any Person, (iii) treasury units or other Equity Interests of any Company

Subsidiary held by such Company Subsidiary, (iv) bonds, debentures, notes or other Indebtedness of any Company Subsidiary having the

right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Equity

Interests of such Company Subsidiary may vote, (v) preemptive or similar rights to purchase or otherwise acquire Equity Interests of

any Company Subsidiary pursuant to any provision of Law or any Contract to which such Company Subsidiary is a party, (vi) Liens (including

any right of first refusal, right of first offer, proxy, voting trust, voting agreement or similar arrangement) (other than Permitted

Liens) with respect to the Equity Interests of any Company Subsidiary (whether outstanding or issuable), or (vii) equity appreciation

rights, participations, phantom equity, restricted units, restricted unit awards, performance units, contingent value rights or similar

securities or rights with respect to any Company Subsidiary. No Company Subsidiary has, in each case, except in accordance with its Organizational

Documents, (A) redeemed or repaid any Equity Interest contrary to the terms of issue of any Equity Interest, (B) bought back any units

or reduced its equity or passed any resolution for the reduction of its equity or (C) agreed or offered, whether or not subject to any

condition, to do any of the matters referred to in the foregoing clauses (A) and (B).

(d)

Neither the Company nor any Company Subsidiary owns, directly or indirectly, any capital stock or other equity, ownership, proprietary

or voting interest in any Person other than the Company Subsidiaries.

4.8

Financial Statements.

(a)

Attached to Company Schedule 4.8 are (i) the audited balance sheets of REDL Intermediate Holdings II, LLC (“REDL

Intermediate II”) and its Subsidiaries as of December 31, 2024 and December 31, 2025 and the related audited statements of

operations, member’s equity and cash flows for the years then ended (the “REDL Intermediate II Audited Financial Statements”)

and (ii) the unaudited balance sheet of the Company Group as of June 30, 2026 (the “Balance Sheet Date”) (the “Company

Balance Sheet”) and the statement of operations for the period then ended (the “Company Statement of Operations”)

(collectively, clauses (i) and (ii), the “REDL Financial Statements”). The REDL Financial Statements have each been

prepared, in all material respects, in accordance with U.S. GAAP consistently applied throughout the periods covered thereby (except,

in the case of the Company Balance Sheet and Company Statement of Operations, for the exclusion of footnotes, schedules, statements of

equity and statements of cash flow and disclosures required by U.S. GAAP) and (A) with respect to the REDL Intermediate II Audited Financial

Statements, present fairly, in all material respects, the financial position of REDL Intermediate II and its Subsidiaries as of the dates

thereof and the results of operations of REDL Intermediate II and its Subsidiaries for the periods reflected therein, and were derived

from, and accurately reflect in all material respects, the Books and Records of REDL Intermediate II and its Subsidiaries. and (B) with

respect to the Company Balance Sheet and Company Statement of Operations, each present fairly, in all material respects, the financial

position of the Company Group as of the dates thereof and the results of operations of the Company Group for the periods reflected therein

and each were derived from, and accurately reflect in all material respects, the Books and Records of the Company Group. No member of

the Company Group is or has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

(b)

Since the Balance Sheet Date, except as required by applicable Law or U.S. GAAP, there has been no change in any accounting principle,

procedure or practice followed by the Company Group or in the method of applying any such principle, procedure or practice.

(c)

The accounts payable of the Company Group reflected on the Company Balance Sheet arose from bona fide transactions of the

Company Group in the ordinary course of business consistent with past practice.

(d)

Except: (i) as specifically disclosed, reflected or fully reserved against on the REDL Financial Statements or disclosed in any

notes thereto; (ii) for liabilities and obligations incurred since the Balance Sheet Date in the ordinary course of business of the Company

consistent with past practices; (iii) for liabilities that are executory obligations arising under Contracts to which the Company is

a party (none of which, with respect to the liabilities described in clause (ii) and this clause (iii), results from, arises out of,

or relates to any breach or violation of, or default under, a Contract or applicable Law); (iv) as arising under this Agreement or the

performance of the Company of its obligations hereunder, including liabilities to be included in the calculation of Closing Indebtedness

or Company Transaction Expenses; (v) for liabilities set forth on Company Schedule 4.8(d), and (vi) for liabilities for which

the failure to so be reflected would not reasonably be expected to be, individually or in the aggregate, material to the Company Group,

neither the Company or its Subsidiaries has any liabilities, debts or obligations of any nature (whether accrued, fixed or contingent,

liquidated or unliquidated, asserted or unasserted or otherwise) of the type required to be reflected on a balance sheet in accordance

with U.S. GAAP.

(e)

Except as set forth on Company Schedule 4.8(e), the Company Group does not have any Indebtedness for borrowed money.

(f)

The Company does not maintain any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K

under the Securities Act.

(g)

The Company PCAOB Audited Financial Statements and the Company Unaudited Interim Financial Statements, when delivered by the Company

in accordance with this Agreement for inclusion in the Registration Statement for filing with the SEC, will have been prepared, in all

material respects, in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, will present fairly, in

all material respects, the consolidated financial position of the Company Group as of the dates thereof and the results of operations

of the Company Group for the periods reflected therein, will have been derived from, and accurately reflect in all material respects,

the Books and Records of the Company Group, will comply in all material respects with the applicable accounting requirements and with

the rules and regulations of the SEC and the Securities Act in effect as of such date, and, with respect to the Company PCAOB Audited

Financial Statements, will have been audited by a PCAOB qualified auditor that was independent under Rule 2-01 of Regulation S-X under

the Securities Act.

4.9

Internal Accounting Controls. Except as set forth on Company Schedule 4.9, each member of the Company Group has

established and maintains a system of internal accounting controls designed to ensure that: (a) transactions are executed in accordance

with management’s general or specific authorizations in all material respects; (b) transactions are, in all material respects,

recorded as necessary to permit preparation of financial statements in conformity with the Company Group’s historical practices

and to maintain asset accountability; (c) access to assets is permitted in accordance in all material respects with management’s

general or specific authorization; and (d) the recorded accountability for assets is compared with the existing assets at reasonable

intervals so that appropriate action can be taken with respect to any differences. For the past three (3) years, no member of the Company

Group has identified nor, to the Knowledge of the Company, received notice from any independent auditor of, (i) any significant deficiency

or material weakness in the system of internal controls utilized by any member of the Company Group, (ii) any material fraud that involves

any member of the Company Group’s management or other employees who have a significant role in the preparation of financial statements

or the internal controls over financial reporting utilized by any member of the Company Group or (iii) any claim or allegation regarding

any of the foregoing, in each case, which is material to the Company Group, taken as a whole.

4.10

Absence of Certain Changes.

(a)

From the Balance Sheet Date until the date of this Agreement, (i) the Company Group has conducted the Business in all material

respects in the ordinary course and in a manner consistent with past practice; (ii) there has not been any Material Adverse Effect; and

(iii) except as set forth on Company Schedule 4.10, no member of the Company Group has taken any action, or committed or agreed

to take any action, that, if taken after the date of this Agreement and prior to the Closing Date, would require the consent of Parent

pursuant to Section 6.1.

(b)

From the Balance Sheet Date until the date of this Agreement, (i) no Order has been issued, petition presented, resolution passed,

meeting convened or Action instigated related to the winding up, dissolution, liquidation or declaration of bankruptcy of any member

of the Company Group, and (ii) no receiver, liquidator, administrator, commissioner or similar official has been appointed in respect

of any member of the Company Group and no actions have been taken for or with a view to the appointment of such a person. No member of

the Company Group is insolvent or unable to pay its debts as they fall due pursuant to applicable Law.

4.11

Properties; Title to the Company’s Assets.

(a)

All items of Tangible Personal Property that are used in the operation of the Business as currently conducted are in reasonably

good operating condition and repair and function in accordance with their intended uses (ordinary wear and tear excepted). All of the

Tangible Personal Property is located at the offices of the Company Group.

(b)

Each member of the Company Group, as applicable, has good, valid and marketable title in and to, or in the case of assets which

are leased or licensed pursuant to Contracts, a valid leasehold interest or license in or a right to use, all of the tangible assets

shown to be owned, leased or licensed by such member on the Company Balance Sheet. Except as set forth on Company Schedule 4.11(b),

no such tangible asset is subject to any Lien, other than properties and assets disposed of in the ordinary course of business since

the Balance Sheet Date and Permitted Liens.

4.12

Litigation. Except as set forth on Company Schedule 4.12, (a) there is no material Action pending or, to the Knowledge

of the Company, threatened against any member of the Company Group, any of the officers or managers of any member of the Company Group

(in their capacities as such), the Business or any of the assets of any member of the Company Group used in the operation of the Business

as currently conducted before any Authority that in any manner challenges or seeks to prevent, enjoin, alter or delay the Transactions,

(b) there are no material outstanding judgments against any member of the Company Group, and (c) no member of the Company Group is, or

for the past three (3) years has been, subject to any material Action, Order, settlement agreement or other similar written agreement

by or with, or to the Knowledge of the Company, investigation by, any Authority.

4.13

Material Contracts.

(a)

Company Schedule 4.13(a) lists, as of the date hereof, all of the following types of Contracts to which any member of the

Company Group is a party or by which any of its assets or properties is bound and which are currently in effect, on a blinded basis to

the extent necessary to comply with applicable privacy, security or confidentiality obligations of the Company Group (collectively, such

Contracts that are listed or are required to be listed on Company Schedule 4.13(a), “Material Contracts”):

(i)

all Contracts that require annual aggregate payments or expenses incurred by, or annual aggregate payments or income to, any member

of the Company Group of $6,000,000 or more;

(ii)

all sales, advertising, agency, lobbying, broker, sales promotion, market research, marketing or similar Contracts, in each case

requiring the payment of any commissions by any member of the Company Group in excess of $500,000 annually;

(iii)

each employment Contract and consultant Contract with any current officer, director, employee or consultant of any member of the

Company Group, under which any member of the Company Group (A) has continuing obligations for payment of annual compensation of at least

$150,000, and which is not terminable by such member with less than 30 days’ notice without payment of a material penalty or severance

or (B) has an obligation to make a transaction bonus payment upon consummation of the Transactions;

(iv)

all Contracts creating a joint venture, strategic alliance, limited liability company or partnership arrangement (other than Organizational

Documents of the Company Group, or agreements entered into between members of the Company Group);

(v)

all Contracts with outstanding obligations relating to any acquisitions or dispositions of tangible assets by any member of the

Company Group (other than acquisitions or dispositions of inventory in the ordinary course of business consistent with past practice),

in each case, in the past three (3) years;

(vi)

all Contracts (A) pursuant to which any member of the Company Group is granted a license, immunity or other right in or to any

Intellectual Property Rights from any third party that is material to the Business; or (B) granting a license, covenant not to sue, restriction

on the Company Group, immunity or other right in or to any Owned IPR that is material to the Business; provided, however,

none of the following shall be required to be listed on Company Schedule 4.13(a)(vi), but shall be deemed to be Material Contracts

if they otherwise qualify, solely for purposes of Section 4.13(b) (other than the first sentence thereof)): (w) “shrink

wrap” or other agreements granting nonexclusive rights, covenants, immunities, or licenses to use software, without material customization

or hosted services that are generally commercially available on standard terms, (x) (a) non-exclusive licenses, rights, immunities, or

covenants of Owned IPR granted to customers, service providers, or vendors in the ordinary course of business or (b) non-exclusive licenses,

rights, immunities, or covenants that are incidental or ancillary to the primary purpose of such Contract and granted in the ordinary

course of business, (y) Contracts with any member of the Company Group’s employees or contractors entered into in the ordinary

course of business, and (z) non-disclosure agreements entered into in the ordinary course of business (collectively, the types of Contracts

referenced in clauses (w) through (z), the “Standard Contracts”);

(vii)

all Contracts (A) limiting or restricting in any material respect, or purporting to limit or restrict in any material respect,

the freedom of any member of the Company Group to compete or engage in any line of business or industry or business activity or in any

geographic area; (B) that require any member of the Company Group to conduct any business on a “most favored nations” basis

with any third party; or (C) provide for “exclusivity” or any similar requirement in favor of any third party;

(viii)

all Contracts providing for guarantees, indemnification arrangements and other hold harmless arrangements made or provided by

any member of the Company Group, including all ongoing agreements for repair, warranty, maintenance, service, indemnification or similar

obligations, other than Standard Contracts, as set forth in the Company Group’s Organizational Documents or in the ordinary course

of business;

(ix)

all Contracts evidencing Affiliate Transactions;

(x)

all Contracts relating to property or assets (whether real or personal, tangible or intangible) in which any member of the Company

Group holds a leasehold interest and which involve payments to the lessor thereunder in excess of $400,000 per year;

(xi)

all Contracts creating or otherwise relating to outstanding Indebtedness for borrowed money (other than intercompany Indebtedness)

in excess of $100,000;

(xii)

all Contracts relating to the voting or control of the Equity Interests of any member of the Company Group or the election of

managers of any member of the Company Group (other than the Organizational Documents of the Company Group);

(xiii)

all collective bargaining, works council or other labor-related Contracts with a Union (each, a “Labor Agreement”);

(xiv)

all Contracts with any Authority involving the settlement, conciliation or similar agreement of any Action or threatened Action,

pursuant to which the Company Group will have any material outstanding obligation after the date of this Agreement;

(xv)

all Contracts requiring any capital expenditure or capital commitment in excess of $2,000,000; and

(xvi)

all Contracts with any Authority to which any member of the Company Group is a party or any of its assets or properties is bound

(including, but not limited to, any Government Contracts with annual aggregate payments or income to, any member of the Company Group

in excess of $7,500,000), other than any Permits.

(b)

As of the date of this Agreement, the Company has made available to Parent true and complete copies of all written Material Contracts

(to the extent permitted under confidentiality obligations, by national security measures or otherwise), including amendments thereto

that are material in nature. Each Material Contract is (i) a legal, valid and binding obligation of the applicable member of the Company

Group and, to the Knowledge of the Company, the other parties thereto, (ii) in full force and effect and (iii) enforceable by and against

the applicable member of the Company Group and, to the Knowledge of the Company, each counterparty that is party thereto, subject, in

the case of this clause (iii), to the Enforceability Exceptions. Neither any member of the Company Group nor, to the Knowledge of the

Company, any other party to a Material Contract, is in material breach, violation 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 nor has any Material Contract been cancelled by the

other party, except for any such breaches, violations, defaults or cancellations which would not constitute a Material Adverse Effect.

To the Knowledge of the Company, no member of the Company Group has received any claim of default under any such Material Contract, except

for any such defaults which would constitute a Material Adverse Effect. Except (A) as would not have a Material Adverse Effect or (B)

for Material Contracts that would terminate upon the expiration of their terms prior to the Closing Date, no party to a Material Contract

has given notice of or, to the Knowledge of the Company, threatened (y) any potential exercise of termination rights with respect to

any Material Contract or (z) any non-renewal or material modification of any Material Contract.

4.14

Licenses and Permits. To the extent disclosure is permitted under applicable confidentiality obligations, national security

measures or otherwise, Company Schedule 4.14 sets forth a true and complete list of each material Permit held by any member of

the Company Group, and the Company has made available to the Parent (to the extent permitted under applicable confidentiality obligations,

national security measures or otherwise) a true, correct and complete copy of each such Permit. Such Permits are valid and in full force

and effect. Each member of the Company Group has, and has had for the past three (3) years, all Permits necessary to operate the Business

as currently conducted, except where the failure to hold such Permits would not be material to the Company Group, taken as a whole. No

member of the Company Group is in material breach or violation of, or material default under, any material Permit, and, to the Knowledge

of the Company, no basis exists which, with notice or lapse of time or both, would constitute any such breach, violation or default.

No member of the Company Group has received any written notice from any Authority regarding any material violation of any material Permit.

There has not been in the past three (3) years, and there is not any pending or, to the Knowledge of the Company, threatened Action,

investigation or disciplinary proceeding by or from any Authority against any member of the Company Group involving any material Permit.

4.15

Compliance with Laws. Each member of the Company Group currently conducts and, for the past three (3) years has conducted,

the Business in all material respects, in compliance with, all applicable Laws and Orders. In the past three (3) years, there has been

no material Action pending, or to the Knowledge of the Company, threatened, alleging any violation or noncompliance with any such Laws

or Orders by any member of the Company Group. Except as set forth on Company Schedule 4.15, (a) no member of the Company Group

has been charged with or given written notice by, or to the Knowledge of the Company, threatened by, any Authority and, to the Knowledge

of the Company, no member of the Company Group is under any investigations with respect to any such Law, and (b) neither any member of

the Company Group nor, to the Knowledge of the Company, any director, officer, agent, employee, Affiliate or other Person acting on behalf

of any member of the Company Group is currently subject to any U.S. Sanctions administered by the Office of Foreign Assets Control of

the U.S. Treasury Department.

4.16

Intellectual Property.

(a)

Company Schedule 4.16(a) sets forth a true, correct and complete list of all (i) unexpired or pending registered or issued

Intellectual Property Rights and applications for registration or issuance of Intellectual Property Rights owned or purported to be owned

(whether exclusively, jointly with another Person or otherwise) or filed by any member of the Company Group specifying as to each, as

applicable: (A) the nature of such Intellectual Property Right; (B) the owner of such Intellectual Property Right and the nature of such

ownership; (C) the jurisdictions by or in which such Intellectual Property Right has been issued or registered or in which an application

for such issuance or registration has been filed, along with the relevant registration or application number, and the filing and registration

dates (as applicable) (the “Registered Intellectual Property Rights”); and (ii) other than product names, all material

unregistered Marks, included in the Owned IPR (defined below). No Registered Intellectual Property Right that is listed or required to

be listed on Company Schedule 4.16(a), (A) has been adjudged by a court of competent jurisdiction to be invalid or unenforceable

in whole or in part, or (B) is challenged in any interference, opposition, reissue, reexamination, revocation or equivalent proceeding,

and for the past three (3) years, no such proceeding has been threatened against any member of the Company Group or Ultimate Holdings

with respect to any such Intellectual Property Rights.

(b)

Each member of the Company Group is the sole and exclusive owner of each item of Intellectual Property Rights owned or purported

to be owned by such member of the Company Group (including the items of Intellectual Property Rights identified on Company Schedule

4.16(a) as being owned by a member of the Company Group (other than any co-owners disclosed on Company Schedule 4.16(a)),

and Owned Software (collectively, “Owned IPR”), free and clear of all Liens, other than Permitted Liens, and otherwise

possesses the valid and continuing rights to use, practice or otherwise exploit all other Intellectual Property Rights and IT Assets

used, practiced or otherwise exploited in or necessary to conduct the Business as currently conducted (such Intellectual Property Rights,

collectively with the Owned IPR, the “Company IPR”). Except as would not be material, individually or in the aggregate,

to the Company Group, no client, customer or other Person has claimed in writing received by any member of the Company Group or Ultimate

Holdings ownership of any material Owned IPR used by any member of the Company Group in the performance of any Contract. A member of

the Company Group solely possesses all proprietary source code comprising Owned IPR including as is used in the conduct of the business

of the Company Group as currently conducted.

(c)

To the Knowledge of the Company, there is no Intellectual Property Right owned by any third party that (i) is required by any

member of the Company Group to conduct the Business as currently conducted and (ii) any such member of the Company Group is not currently

authorized to use. Except as set forth on Company Schedule 4.16(c), (A) the operation of the Business of the Company Group as

currently conducted and the use of any Intellectual Property Rights in connection therewith, does not and for the past three (3) years

did not, infringe, misappropriate or otherwise violate the Intellectual Property Rights of any third party; (B) for the past three (3)

years no member of the Company Group has sent to any Person any notice, charge, complaint, claim, or other assertion against such Person

claiming infringement or violation by or misappropriation of any Owned IPR, and to the Knowledge of the Company, there is no infringement,

misappropriation, or other violation by third parties of any such Owned IPR; (C) for the past three (3) years, there has been no, and

there is no pending (or, to the Knowledge of the Company, threatened) Action by any Person, and no member of the Company Group has received

any written claim, against any member of the Company Group (y) challenging the rights of any member of the Company Group in or to any

Owned IPR or the validity, enforceability or scope of any such Owned IPR, or (z) alleging that any member of the Company Group’s

use of any Intellectual Property Right or the conduct of the Business, infringes, misappropriates, or otherwise violates, or would, upon

the commercialization of any product or service, infringe, misappropriate, or otherwise violate, any Intellectual Property Right of any

other Person (including unsolicited offers to license patents, audit demands or cease and desist letters from a third party).

(d) For the past three (3)

years, each member of the Company Group has taken commercially reasonable measures and steps to maintain and protect all Owned IPR it

owns (or purports to own) and to maintain and protect the confidentiality, integrity and value of any material, confidential Trade Secrets

included in the Owned IPR. For the past three (3) years, no such Trade Secrets constituting Owned IPR have been disclosed to any Person

other than pursuant to a written non-disclosure and confidentiality agreement or other confidentiality obligations restricting the use

and disclosure thereof in a reasonable manner for the protection thereof and, to the Knowledge of the Company, there has been no breach

of any such agreement.

(e)

No Person other than (i) the applicable member of the Company Group and (ii) employees who are subject to written or other confidentiality

obligations restricting the use and disclosure of source code in a manner reasonable in all material respects for the protection thereof,

has access, possession or a license to, or a copy of, (including pursuant to escrow), any source code for any Owned Software (or any

actual or contingent right therefor).No material Owned Software is subject to Copyleft Terms except as would not be material, individually

or in the aggregate, to the Company Group or the Business. None of the Owned Software contains any bug, defect, or error that materially

and adversely affects the use, functionality, or performance of such Owned Software or any product or service containing or used in conjunction

with any such Owned Software.

(f)

Except as disclosed on Company Schedule 4.16(f), each Person (including each past and present employee, agent, consultant

and contractor) who has contributed to or participated in the creation or development of any material Owned IPR for or on behalf of any

member of the Company Group has executed a Contract validly assigning to the applicable member of the Company Group all such Person’s

rights, title and interests in and to all Intellectual Property Rights therein or thereto (or all such rights, title, and interests have

vested or will vest in the applicable member of the Company Group by operation of Law). No such Person has claimed any ownership interest

in any Owned IPR.

(g)

Except as disclosed on Company Schedule 4.16(g), no (i) government funding or (ii) facility of a university,

college, other educational institution, or similar institution, or research center was used in the development of any item of material

Intellectual Property Right owned or purported to be owned by or exclusively licensed to any member of the Company Group, nor does any

such Person have any rights, title, or interest in or to any item of Intellectual Property Right owned or purported to be owned by, or

exclusively licensed to any member of the Company Group.

(h)

None of the Owned IPR is subject to any pending or outstanding Order or other disposition of dispute that materially and adversely

restricts the use, transfer, registration or licensing of any such Intellectual Property Rights by any member of the Company Group.

(i)

Except as would not be material to the Company Group, taken as a whole, none of the execution, delivery or performance by the

Company of this Agreement or any of the Additional Agreements to which the Company is or will be a party or the consummation of the Transactions

will (i) cause any item of Company IPR, used or held for use by any member of the Company Group immediately prior to the Closing, to

not be owned, licensed or available for use by the applicable member of the Company Group on substantially the same terms and conditions

immediately following the Closing or (ii) require any additional payment obligations by any member of the Company Group in order to use

or exploit any other such Intellectual Property Rights to the same extent as the applicable member of the Company Group was permitted

immediately before the Closing. No Intellectual Property Rights that are used or practiced in (or held for use or practiced in) or otherwise

necessary or useful for the conduct of the Business is owned (or purported to be owned), in whole or in part, or controlled by any Affiliate

of any member of the Company Group (that is not a member of the Company Group).

(j)

Except with respect to the agreements listed on Company Schedule 4.13(a)(vi), (i) no member of the Company Group is obligated

under any Contract to make any payments by way of royalties, fees, or otherwise to any owner or licensor of, or other claimant to, any

Intellectual Property Rights and (ii) all of the employees of the Israeli Subsidiary irrevocably and explicitly waived in writing all

non-assignable rights, including all moral rights and rights to receive royalties in connection therewith, including under Section 134

of the Israeli Patents Law, 5727–1967 and the Israeli Copyright Act, 5768–2007.

(k)

Except as would not be material to the Company Group, taken as a whole, each member of the Company Group (A) uses all generative

artificial intelligence technology (“Generative AI Tools”) in material compliance with applicable Laws and applicable

terms governing such use, that govern such member of the Company Group’s use of such Generative AI Tools; (B) has not made available

any Personal Information or material confidential Trade Secrets of the Company Group in any prompts or inputs into any third-party hosted

Generative AI Tools, except in cases where the providers of such Generative AI Tools are subject to contractual obligations not to: (i)

use such prompts or inputs to train the machine learning or algorithm of such Generative AI Tools; (ii) make such data, prompts or inputs

available to any third party; (iii) use such data, prompts or inputs for any purpose other than the generation of output to the user

or for the benefit of the Company Group; (C) have used Generative AI Tools to develop any material Owned IPR; (D) have used and implemented

commercially reasonable practices and procedures designed to ensure that any output generated by a Generative AI Tool has been tested

for inaccuracy; and (D) ensure that any Software or other output created (in whole or in part) by the use of Generative AI Tools is subject

to human review prior to use or publication, and Software output is subject to a code review process before such Software is used or

implemented, including scans for security vulnerabilities.

4.17

Privacy and Cybersecurity.

(a)

Except as would not be material to the Company Group, taken as a whole, the Company IT Assets (i) constitute all Company IT Assets

used in and necessary for the operation of the business of the Company Group, taken as a whole; (ii) are adequate for, and operate and

perform in all material respects in conformance with, their documentation and functional specifications; (iii) operate and perform in

all material respects as currently required to conduct and operate the Business; (iv) are maintained in all material respects in accordance

with the Company’s internal standards as well as any applicable warranties or other user instructions from suppliers; and (v) do

not contain any “time bombs,” “Trojan horses,” “back doors,” “trap doors,” worms, viruses,

spyware, keylogger software, or other malicious code designed or reasonably expected to materially and adversely impact the functionality

of, or permit unauthorized access to, or disable, any computer, Software or other IT Asset in an unauthorized manner. The Company has

implemented, and has required that its material third-party vendors implement, adequate policies and commercially reasonable security

measures (x) regarding the collection, use, disclosure, retention, processing, transfer, security, confidentiality, and availability

of Personal Information and business proprietary or sensitive information in its possession, custody or control, or held or processed

on its behalf, and (y) regarding the integrity and availability of the Company IT Assets.

(b)

For the past three (3) years, each member of the Company Group has at all times complied in all material respects with (i) all

Data Protection Laws, (ii) its own external and internal privacy policies and notices, and (iii) any privacy, data protection or cybersecurity

obligations under any Contract to which any member of the Company Group is a party or by which any member of the Company Group is otherwise

bound. For the past three (3) years, no member of the Company Group has received any written notice, complaint, claim or inquiry from

any Authority or other Person, alleging any violation by the Company Group of any applicable Law or Contract to which the Company Group

is bound relating to privacy, data protection or the security of Personal Information, or relating to information security-related incidents.

For the past three (3) years, no member of the Company Group has notified in writing, or been required by applicable Law to notify in

writing, any person or entity of any Personal Information, or information security-related, incident.

(c)

For the past three (3) years, no member of the Company Group has experienced any material information security incident that has

compromised the integrity or availability of the Company IT Assets, and there has been no material loss, damage or unauthorized access,

disclosure, use or breach of security of any Personal Information in its possession, custody, or control.

(d)

The consummation of the Transactions will not result in any material violation by the Company Group of any Data Protection Laws,

restrict or impair in any material respect the ability of the Company Group to process, collect, store, use and disclose Personal Information

held by any member of the Company Group to the same extent that the applicable member of the Company Group would have been permitted

to do so had the Transactions not occurred.

4.18

Employees; Employment Matters.

(a)

Except as set forth on Company Schedule 4.18(a), no member of the Company Group is a party to or subject to any Labor Agreement

with a Union, and to the Knowledge of the Company, there has been no organizing activity or proceeding by a Union to organize any employees

of any member of the Company Group. The Company Group is not a party to or bound by any Labor Agreement or collective labor agreement,

extension orders (tzavei harchava) (other than extension orders that apply to all employees in Israel generally). There is no

labor strike, material slowdown, picketing, or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened

against any member of the Company Group, and in the past three (3) years, no member of the Company Group has experienced any strike,

material slowdown or material work stoppage, lockout or other collective labor action by or with respect to its employees.

(b)

There are no pending or, to the Knowledge of the Company, threatened Actions against any member of the Company Group under any

worker’s compensation policy or long-term disability policy. There is no unfair labor practice charge or complaint pending before

any Authority involving any member of the Company Group or any employee or other service provider thereof.

(c)

Each member of the Company Group is and for the past three (3) years has been in compliance in all material respects with all

applicable Laws relating to employment or labor, including all applicable Laws relating to employment, legally-required trainings and

notices, wages, overtime, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation,

pay equity, classification of employees and independent contractors, the collection and payment of withholding or social security Taxes,

and other Laws relating to harassment, retaliation, disability, labor relations, hours of work, immigration, workers’ compensation,

working conditions, occupational safety, family and medical leave, and employee terminations. Each member of the Company Group has met

in all material respects all requirements required by Law relating to the employment of foreign citizens, and no member of the Company

Group currently employs, or in the past three (3) years has employed, any Person who was not permitted to work in the jurisdiction in

which such Person was employed. In the past three (3) years, no member of the Company Group (i) has received written or, to the Knowledge

of the Company, oral notice that there is any pending Action involving unfair labor practices against any member of the Company Group,

and (ii) is liable for any material payment to any Authority with respect to unemployment compensation benefits, social security or other

benefits or obligations for employees, independent contractors or consultants (other than routine payments to be made in the ordinary

course of business and consistent with past practice). There are no Actions pending, or to the Knowledge of the Company, threatened against

any member of the Company Group brought by or on behalf of any applicant for employment, any current or former employee, any Person alleging

to be a current or former employee, or any Authority, relating to any such Law or regulation, or alleging breach of any express or implied

contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection

with the employment relationship.

(d)

To the Knowledge of the Company, in the past three (3) years, no employee of the Company Group, in the ordinary course of his

or her duties, has breached any obligation to a former employer in respect of any covenant against competition or soliciting clients

or employees or servicing clients or any confidentiality or proprietary right of any former employer.

(e)

To the Knowledge of the Company, in the past three (3) years, no allegations of sexual harassment have been made to any member

of the Company Group against any individual in his or her capacity as director or an employee of the Company Group at a level of Senior

Vice President or above.

(f)

Except as set forth on Company Schedule 4.18(f), no member of the Company Group has paid or promised to pay any bonus to

any employee in connection with the consummation of the Transactions.

4.19

Employee Benefits.

(a)

Company Schedule 4.19(a) sets forth a correct and complete list of all material Plans. With respect to each material Plan,

each member of the Company Group has made available to Parent or its counsel a true and complete copy, to the extent applicable, of:

(i) each writing constituting a part of such Plan and all amendments thereto, including all plan documents, trust agreements, insurance

Contracts, and other funding vehicles; (ii) the three (3) most recent annual reports and accompanying schedules; (iii) the current summary

plan description and any material modifications thereto; (iv) the most recent annual financial, audit and actuarial reports; (v) the

most recent determination letter received by the applicable member of the Company Group from the Internal Revenue Service regarding the

tax-qualified status of such Plan; (vi) all material non-routine communications with any Authority involving any matter that could reasonably

be expected to result in a material liability to the Company Group.

(b)

No Plan is and no member of the Company Group maintains, contributes to, sponsors, had an obligation to contribute to or any liability,

whether absolute or contingent (including any liability on account of any ERISA Affiliate), with respect to any Plan that is (i) subject

to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (ii) a “multiemployer plan” (as defined in Section

3(37) of ERISA), (iii) a “multiple employer plan” (as described in Section 413(c) of the Code) or (iv) a plan that has two

or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA. No member

of the Company Group currently maintains, sponsors or is required to contribute to or otherwise participate in, a “multiple employer

welfare arrangement” or “voluntary employees’ beneficiary association” as defined in Section 501(c)(9) of the

Code.

(c)

With respect to each Plan that is intended to qualify under Section 401(a) of the Code, such Plan, including its related trust,

has received a determination letter (or opinion letters in the case of any prototype plans) from the Internal Revenue Service that it

is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and to the Knowledge of the Company, nothing

has occurred with respect to the operation of any such Plan that could cause the loss of such qualification or exemption or the imposition

of any material liability, penalty or tax under ERISA or the Code. No stock or other securities issued by any member of the Company Group

forms or has formed any part of the assets of any Plan that is intended to qualify under Section 401(a) of the Code.

(d)

There are no pending or, to the Knowledge of the Company, threatened Actions against or relating to the Plans or the assets of

any of the trusts under such Plans (other than routine benefits claims). No Plan is presently under audit or examination (nor, to the

Knowledge of the Company, has notice been received by any member of the Company Group of a potential audit or examination) by any Authority.

(e)

Each Plan has been established, operated, administered, enforced and funded in all material respects in accordance with its terms

and in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable Laws. There is not

now, nor, to the Knowledge of the Company, any circumstances that exist that could give rise to, any requirement for the posting of security

with respect to any Plan or the imposition of any Lien on the assets of any member of the Company Group under ERISA or the Code. All

premiums due or payable with respect to insurance policies funding any Plan have been made or paid in full or, to the extent not required

to be made or paid on or before the date hereof, have been fully reflected on the Company Balance Sheet in accordance with GAAP. With

respect to each Plan, except as would not, individually or in the aggregate, reasonably be expected to result in material Liability to

the Company Group, (i) no breach of fiduciary duty that could reasonably be expected to result in any liability to any member of the

Company Group; (ii) no “prohibited transaction” as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred

that could reasonably be likely to result in liability to any member of the Company Group, excluding transactions effected pursuant to

a statutory or administrative exemption; and (iii) no filing has been made with respect to any Plan under any voluntary correction program.

(f)

None of the Plans provide retiree health, medical, welfare or life insurance benefits, or death benefits with respect to current

or former employees, directors, officers or individual service providers of any member of the Company Group except as may be required

by Section 4980B of the Code, Section 601 of ERISA or any other applicable Law.

(g)

Neither the execution and delivery of this Agreement nor the consummation of the Transactions will (either alone or in combination

with another event, including any termination of employment on or following the Closing) (i) result in any material payment becoming

due, or increase the amount of any compensation (or any increase in severance pay) or benefits due, to any current or former employee,

director, officer, or individual service provider of any member of the Company Group with respect to any Plan; (ii) increase any material

compensation or benefits otherwise payable under any Plan; (iii) result in the acceleration of the time of payment, funding or vesting

of any such material compensation or benefits under any Plan; (iv) directly or indirectly cause any member of the Company Group to transfer

or set aside any assets to fund any material benefits under any Plan, or (v) limit or restrict the right to merge, materially amend,

terminate or transfer the assets of any Plan on or preceding the Merger Effective Time. No Person is entitled to receive any additional

payment (including any tax “gross-up” or other payment) from any member of the Company Group as a result of the imposition

of the excise taxes required by Section 4999 of the Code or any taxes required by Section 409A of the Code.

(h)

Neither the execution and delivery of this Agreement nor the consummation of the Transactions will (either alone or in combination

with another event) result in the payment of any amount that would, individually or in combination with any other such payment, be an

“excess parachute payment” within the meaning of Section 280G of the Code with respect to any current or former employee,

director, officer, or other service provider of any member of the Company Group.

(i)

Each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) is in

all material respects in documentary compliance with, and has been administered in all material respects in compliance with Section 409A

of the Code, the regulations thereunder and other official guidance issued thereunder, with respect to each member of the Company Group

that sponsors or maintains such Plan. No member of the Company Group has any obligation to any employee, director, officer, or other

service provider with respect to any Plan that is subject to Section 409A of the Code.

(j)

All of the employees of the Israeli Subsidiary are subject to Section 14 arrangement under the Israeli Severance Pay Law, 5723–1963

from the commencement date of their employment and on the basis of their entire salary. The Israeli Subsidiary’s liability for

any obligations to pay any amount of severance payment, pension, accrued vacation, and other social benefits and contributions, under

applicable Law or Contract, or any other payment of substantially the same nature, is funded in all material respects as required by

applicable Law by deposit of funds in severance funds, pension funds, managers insurance policies or provident funds.

4.20

Real Property.

(a)

Company Schedule 4.20 sets forth a true, correct and complete listing of all real property currently leased or subleased

or otherwise used or occupied by any member of the Company Group (the “Leased Real Property”), and of all current

leases, lease guarantees, agreements and documents related thereto, including all amendments, terminations and modifications thereof,

waivers thereto or guarantees thereof (collectively, the “Real Property Leases”). The Company has provided to Parent

a true and complete copy of each of the Real Property Leases. Each member of the Company Group has good, valid and subsisting title to

its respective leasehold estates in the offices described on Company Schedule 4.20, free and clear of all Liens, other than Permitted

Liens. No member of the Company Group has breached or violated any local zoning ordinance, and to the Knowledge of the Company, no notice

from any Person has been received by any member of the Company Group or served upon any member of the Company Group claiming any violation

of any local zoning ordinance.

(b)

With respect to each of the Real Property Leases: (i) it is valid, binding and in full force and effect and

enforceable in all respects against the applicable member of the Company Group and, to the Knowledge of the Company, each other party

thereto, except as such enforcement may be limited by the Enforceability Exceptions; (ii) the applicable member of the Company

Group is in peaceable possession of the premises leased or used thereunder; (iii) no waiver, indulgence or postponement of the applicable

member of the Company Group’s obligations thereunder has been granted by the lessor; (iv) there exist no default or event of default

thereunder by any member of the Company Group or, to the Knowledge of the Company, by any other party thereto; and (v) there are no outstanding

claims of breach or indemnification or notice of default or termination thereunder. No member of the Company Group has leased, licensed

or otherwise granted use or occupancy rights with respect to any Leased Real Property or any portion thereof to any third party.

(c)

No member of the Company Group owns, or has ever owned, any Real Property. No member of the Company Group is obligated or bound

by any options, obligations or rights of first refusal or contractual rights to sell, lease or acquire any Real Property (except under

the Real Property Leases).

4.21

Tax Matters.

(a)

Each member of the Company Group (i) has duly and timely filed all income and other material Tax Returns which are required to

be filed by or with respect to it, and all such Tax Returns are true, correct, complete and accurate in all material respects, and (ii)

has timely paid all income and other material Taxes and all income and other material Tax liabilities which have become due (whether

or not shown as due on such Tax Returns).

(b)

Each member of the Company Group has complied in all material respects with all applicable Laws relating to the reporting (including

any information reporting), payment, collection and withholding of Taxes and has duly and timely withheld or collected and paid or remitted

over to the applicable Taxing Authority all material amounts of Taxes required to be withheld or collected and paid or remitted by such

member of the Company Group in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or

other third party.

(c)

There are no audits, examinations or other Actions with respect to any Taxes or Tax Returns of any member of the Company Group

that are being conducted, pending or proposed in writing. No claim or deficiency has been asserted or assessed by any Authority against

any member of the Company Group for any material amount of Taxes that has not been paid or settled in full.

(d)

No 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, which waiver or extension is in effect. No member of the Company Group has requested any extension of time within

which to file any Tax Return (other than automatic extensions not requiring the consent of the applicable Taxing Authority), which Tax

Return has not since been filed.

(e)

No member of the Company Group has applied for, or requested, a ruling, administrative relief or technical advice from any Taxing

Authority or other Authority (other than such administrative relief obtained from the ITA in the ordinary course of business) which could

be binding on Parent, Merger Sub, any member of the Company Group, the Surviving Company or any of their respective Affiliates after

the Closing Date.

(f)

There is no Lien (other than Permitted Liens) for Taxes upon any member of the Company Group or any of the assets of any member

of the Company Group.

(g)

No written or other claim which remains unresolved has been made by a Taxing Authority in a jurisdiction where any member of the

Company Group has not paid any Tax or does not file Tax Returns that such member of the Company Group is or may be subject to material

taxation by, or required to file a material Tax Return in, such jurisdiction.

(h)

No member of the Company Group is or has ever been subject to Tax in any country other than the country of incorporation or formation,

as applicable, of the applicable member of the Company Group by virtue of having a permanent establishment (within the meaning of an

applicable Tax treaty) or other fixed place of business in that country, and each member of the Company Group is and has always been

Tax resident solely in its country of incorporation or formation, as applicable.

(i)

No member of the Company Group (i) is or has ever been included in any consolidated, combined, unitary, affiliated or other group

Tax Return (other than a group the common parent of which is a member of the Company Group) or (ii) has any liability for the Taxes of

any Person (other than another member of the Company Group) under Treasury Regulations Section 1.1502-6 (or any similar provision of

any state, local or non-U.S. Tax Law), as a transferee or successor, or by Contract (other than Contracts entered into in the ordinary

course of business and the primary purpose of which is not Tax). No member of the Company Group is a party to or bound by any Tax sharing,

allocation, or indemnification or similar Contract (other than any commercial Contracts entered into in the ordinary course of business

and the primary purpose of which is not Tax).

(j)

No member of the Company Group, or Parent with respect to any member of the Company Group, will be required to include any material

amount in taxable income or exclude any material item of deduction from taxable income for any taxable period (or a portion thereof)

ending on or after the Closing Date as a result of any of the following that occurred or existed prior to the Closing: (i) a “closing

agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of any state, local or non-U.S.

Tax Law), (ii) an installment sale, intercompany transaction described in Treasury Regulations under Section 1502 of the Code (or

any similar provision of state, local or non-U.S. Law) or open transaction, (iii) an advance or prepaid amount or deferred

revenue realized or received by any member of the Company Group outside of the ordinary course of business, (iv) use of an improper method

of accounting for any taxable period (or portion thereof) ending on or prior to the Closing Date, (v) a change in the accounting method

of any member of the Company Group pursuant to Section 481 of the Code (or any corresponding or similar provision of any state, local

or non-U.S. Tax Law) for a taxable period (or portion thereof) ending on or prior to the Closing Date, or (vi) any inclusion under Section

951A of the Code (or any corresponding or similar provision of state, local or non-U.S. Law) with respect to income earned or accrued

outside of the ordinary course of business in a taxable period (or portion thereof) ending on or prior to the Closing Date, or (vii)

any inclusion under Section 951(a) of the Code (or any corresponding or similar provision of state, local or non-U.S. Law) with respect

to income earned or accrued outside of the ordinary course of business in a taxable period (or portion thereof) ending on or prior to

the Closing Date. No member of the Company Group has made an election pursuant to Code Section 965(h) (or any corresponding or similar

provision of any state, local or non-U.S. Tax Law).

(k)

No member of the Company Group is, or has been within the last five years, a “United States real property holding corporation”

within the meaning of Section 897(c)(2) of the Code.

(l)

Within the past two (2) years, no member of the Company Group has been a “distributing corporation” or a “controlled

corporation” in a distribution of stock intended to qualify under Section 355 of the Code (or so much of Section 356 of the Code

as relates to Section 355 of the Code).

(m)

Each member of the Company Group is and has been treated as a “C-corporation” for U.S. federal (and applicable state

and local) income Tax purposes since the date of its incorporation or formation, as applicable.

(n)

No member of the Company Group has engaged in, or been a party to, a “listed transaction” within the meaning of Treasury

Regulations Section 1.6011-4(b)(2) or any other similar transaction requiring disclosure under analogous provisions of state, local or

non-U.S. Tax Law.

(o)

No member of the Company Group has taken or agreed to take any action, and is not aware, after reasonable diligence, of the existence

of any facts or circumstances, that would reasonably be expected to prevent or impede the transactions contemplated by this Agreement

from qualifying for the Intended Tax Treatment.

(p)

The prices for any property or services (or for the use of any property) provided by or to any member of the Company Group are

arm’s length prices for purposes of all applicable transfer pricing Laws including Section 85A of the Ordinance and the regulations

promulgated thereunder (including relating to the preparation and maintenance of required transfer pricing documentation), and no Authority

has sought to adjust, or succeeded in adjusting, the taxable profit or loss of any member of the Company Group under applicable transfer

pricing Law.

(q)

The Israeli Subsidiary has not applied for or received any private letter ruling or other Tax ruling (including any “taxation

decision” (hachlatat misui) from the ITA), technical advice memoranda, similar agreement or closing agreements from any

Authority relating to Taxes) and has not entered into any arrangement with any Authority that requires it to take any action or to refrain

from taking any action relating to Taxes.

(r)

The Israeli Subsidiary is duly registered for the purposes of Israeli value added Tax (“VAT”) and has complied

in all material respects with all requirements concerning value added Taxes. The Israeli Subsidiary (i) has not made any exempt transactions

(as defined in the Israel Value Added Tax Law, 5736–1975) and there are no circumstances by reason of which there might not be

an entitlement to full credit of all VAT chargeable or paid on inputs, supplies, and other transactions and imports made by it, (ii)

has collected and timely remitted to the relevant governmental authority all output VAT which it is required to collect and remit under

any applicable Law, and (iii) has not received a refund or credit for input VAT for which it is not entitled under any Law.

(s)

The Israeli Subsidiary has not made any election to be treated or claimed or has received any benefits as “Benefited Enterprise”

(Mifaal Mutav) or taken any position of being a “Preferred Enterprise” (Mifaal Muadaf) or a “Technology

Enterprise” (Mifaal Technology) under applicable Law including the Law for the Encouragement of Capital Investments, 5719–1959.

(t)

Neither the Company nor the Israeli Subsidiary is subject to restrictions or limitations pursuant to Part E2 of the Ordinance

or pursuant to any Tax ruling made in connection with the provisions of Part E2 of the Ordinance.

(u)

Neither the Company nor the Israeli Subsidiary has undertaken or is engaged in any transaction that will require special reporting

in accordance with Section 131(g) of the Ordinance and the Israeli Income Tax Regulations (Tax Planning Requiring Reporting), 2006. Neither

the Company nor the Israeli Subsidiary is subject to any reporting obligations under Sections 131D and 131E of the Ordinance or any similar

provision under any other applicable local or foreign Tax law, and including with respect to VAT.

(v)

The Israeli Subsidiary is not and has never been a real property corporation (Igud Mekarke’in) within the meaning

of this term under Section 1 of the Israeli Land Taxation Law (Appreciation and Acquisition), 5723-1963.

(w)

Each member of the Company Group has complied in all material respects with all applicable Laws relating to escheat and unclaimed

property, including (i) timely filing all material reports and returns required to be filed with any Authority in connection with any

escheat or unclaimed property obligations and (ii) timely remitting to the applicable Authority all material amounts of property required

to be escheated or reported as unclaimed property under applicable Law. No member of the Company Group has received any written notice

from any Authority asserting any material violation of, or material liability under, any applicable escheat or unclaimed property Law

that has not been fully resolved.

(x)

To the Knowledge of the Company, there are no facts or circumstances that would reasonably be expected to impede or prevent issuance

of the Non-Resident Tax Certificate to Ultimate Holdings no later than ninety (90) days before the Outside Closing Date.

4.22

Environmental Laws. No member of the Company Group has (a) in the past three (3) years received any written notice of any

alleged material claim, violation of or liability under any Environmental Law which has not heretofore been cured or for which there

is any remaining material liability; (b) disposed of, emitted, discharged, handled, stored, transported, used or released any Hazardous

Materials; arranged for the disposal, discharge, storage or release of any Hazardous Materials; or exposed any employee or other individual

to any Hazardous Materials, in each case so as to give rise to any material liability or corrective or remedial obligation of any member

of the Company Group under any Environmental Laws; or (c) entered into any written agreement that requires it to indemnify any other

Person with respect to material liabilities arising out of Environmental Laws or the Hazardous Material Activities of any member of the

Company Group, except in the ordinary course of business, including lease agreements or customer Contracts. There are no Hazardous Materials

in, on or under any current properties owned, leased or used by any member of the Company Group in quantities or concentrations that

could give rise to any material corrective or remedial obligation of any member of the Company Group under any Environmental Laws.

4.23

Finders’ Fees. Except as set forth on Company Schedule 4.23, there is no investment banker, broker, finder

or other intermediary which has been retained by or is authorized to act on behalf of any member of the Company Group or any of their

Affiliates and which is entitled to any fee or commission from any member of the Company Group, Merger Sub, Parent or any of their respective

Affiliates upon consummation of the Transactions.

4.24

Powers of Attorney and Suretyships. Except as set forth on Company Schedule 4.24, no member of the Company Group

has any general or special powers of attorney outstanding (whether as grantor or grantee thereof) or any obligation or liability (whether

actual, accrued, accruing, contingent or otherwise) as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect

of the obligation of any Person.

4.25

Managers and Officers. Company Schedule 4.25 sets forth a true, correct and complete list of all managers and officers

of the Company as of the date hereof.

4.26

Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.

(a)

The Company, its directors, officers, employees, Subsidiaries, and, to the Knowledge of the Company, its other Representatives:

(i) are and in the past five (5) years have been in material compliance with applicable economic or financial sanctions, trade embargos

or restrictions administered, enacted or enforced by the U.S. (including by OFAC or the U.S. Department of State), His Majesty’s

Treasury of the United Kingdom, the European Union and the United Nations Security Council and the State of Israel (collectively, “Sanctions”);

and (ii) are and for the past five (5) years have been in material compliance applicable Laws related to (A) export controls, including

the U.S. Export Administration Regulations, 15 C.F.R. §§ 730, et seq., the U.S. International Traffic in Arms Regulations,

22 C.F.R. §§ 120 et seq., the Israeli Defense Export Control Law, 2007 and all applicable regulations, orders, licenses

and directives thereunder, as administered or enforced by the Israeli Defense Export Controls Agency (collectively, “Export

Control Laws”), (B) anti-boycott regulations, as administered by the U.S. Department of Commerce, and the U.S. Department of

the Treasury and (C) 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., the Israeli Customs Ordinance [New Version] (collectively, (A) – (C) “International Trade Control Laws”).

(b)

The Company, its directors, officers, employees, Subsidiaries, and, to the Knowledge of the Company, its other Representatives

are and in the past five (5) years have been in: (i) material compliance with Anti-Corruption Laws; and (ii) compliance with Anti-Money

Laundering Laws, and the Israeli Prohibition on Money Laundering Laws, 2000.

(c)

The Company Group have implemented and maintain in effect written policies and procedures and internal controls reasonably designed

to promote compliance with applicable Anti-Corruption Laws, Anti-Money Laundering Laws, and International Trade Controls Laws.

(d)

Neither the Company nor any of its directors, officers or employees, nor, to the Knowledge of the Company, any other Representative

of the Company, is (i) the subject or target of Sanctions; (ii) designated on any Sanctions or Export Control Laws restricted party list,

including the U.S. Department of the Treasury’s List of Specially Designated Nationals and Blocked Persons, 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, the Israeli lists under the Counter Terrorism Law, 2016 or any Enemy

under the Israeli Trade With Enemy Ordinance, or any Person that is 50 percent or greater owned or otherwise controlled by any of the

foregoing (collectively, “Prohibited Party”); or (iii) located, organized or resident in a country or territory that

is, or whose government is, the subject or target of comprehensive Sanctions, including, as of the date of this Agreement, the Crimea,

so-called Donetsk People’s Republic, or so-called Luhansk People’s Republic regions of Ukraine, Cuba, Iran, Syria, Lebanon,

Iraq, and North Korea. Neither the Company nor, to the Knowledge of the Company, any Representative of the Company (acting on behalf

of the Company) has, in the past three (3) years (A) participated in any transaction involving a Prohibited Party, or a Person who is

the target of any Sanctions or Export Control 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 Sanctions, in each case in material violation of Sanctions or Export Control

Laws; (B) to the Knowledge of the Company, exported (including deemed exportation) or re-exported, directly or indirectly, any commodity,

software, technology, provided services or engaged in any activity in violation of any Export Control Laws, or (C) made or accepted any

unlawful payment or given, received, offered, promised, or authorized or agreed to give or receive, any money, advantage or thing of

value, to or from any employee or official of any Authority or any other Person in material violation of Anti-Corruption Laws or any

International Trade Control Laws.

(e)

The Company Group has not received written notice of, nor, to the Knowledge of the Company, has it or any of its Representatives

been, in the past five (5) years, the subject of, any investigation, inquiry or enforcement proceedings by, or submitted any disclosures

(voluntary or otherwise) to any Authority regarding any actual or potential offense or alleged offense under Anti-Corruption Laws, Anti-Money

Laundering Laws, or International Trade Controls Laws (including by virtue of having made any disclosure relating to any offense or alleged

offense).

4.27

Insurance. All forms of insurance owned or held by and insuring any member of the Company Group or the Business are set

forth on Company Schedule 4.27 (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy).

Except as would not be material, individually or in the aggregate, to the Company Group, (a) such policies are legal, valid, binding,

enforceable and in full force and effect, (b) all premiums with respect to such policies have been paid when due, and 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 (c) there is no existing material default or event which, with or without the passage of time

or the giving of notice or both, would constitute material noncompliance with, or a material default under, any such policy or entitle

any insurer to terminate or cancel any such policy. To the Knowledge of the Company, each such policy shall continue to be legal, valid,

binding, enforceable and in full force and effect on the same or substantially similar terms immediately following consummation of the

Transactions. The insurance policies to which any member of the Company Group is a party are sufficient for compliance with all material

requirements of all Material Contracts to which any member of the Company Group is a party or by which any member of the Company Group

or any of its assets or properties are bound. In the past three (3) years, no member of the Company Group has been refused any material

coverage under such policies. No member of the Company Group has any self-insurance or co-insurance arrangements. In the past three (3)

years, each member of the Company Group has reported to its insurers all claims and pending circumstances that would reasonably be expected

to result in a claim.

4.28

Affiliate Transactions. Except for (a) employment relationships and compensation, benefits, travel advances and employee

loans contemplated in the ordinary course of business and any other Plans, (b) indemnification agreements between any member of the Company

Group and any director, manager or officer thereof, (c) direct or indirect ownership interest in the Company, (d) this Agreement, the

Additional Agreements and any Organizational Documents of the Company Group, (e) agreements or arrangements entered into on an arms’

length basis, (f) arrangements solely within or among the Company Group or (g) as set forth in Company Schedule 4.28, no Company

Member, Affiliate of the Company, or Related Party to the Company Group (i) is a party to any material Contract, or has otherwise entered

into any transaction, understanding or arrangement, with any member of the Company Group, (ii) owns any property or right, tangible or

intangible, which is used by any member of the Company Group, (iii) has any direct economic interest in any Contracts with any member

of the Company Group or any Contracts that any member of the Company Group or its assets or properties are bound by, or (iv) is a borrower

or lender, as applicable, under any Indebtedness owed by or to any member of the Company Group (each of the forgoing clauses, an “Affiliate

Transaction”).

4.29

Top Customers, Vendors, and Suppliers.

(a)

Company Schedule 4.29(a) sets forth on a blinded basis the top ten (10) customers of the Company Group (by revenue amount)

for the year ended December 31, 2025 (collectively, the “Material Customers”). To the Knowledge of the Company, no

Material Customer has expressed to any member of the Company Group (i) its intention to cancel or otherwise terminate, or materially

reduce, its relationship with the Company Group or (ii) that any member of the Company Group is in material breach of the terms of any

Contract with such Material Customer, other than pursuant to the terms of a Contract in place as of the date hereof.

(b)

Company Schedule 4.29(b) sets forth on a blinded basis the top ten (10) vendors to and/or suppliers of the Company Group

(by spend amount) for the year ended December 31, 2025 (collectively, the “Material Suppliers”) and the amount of

consideration paid to each Material Supplier by the Company Group during such periods. To the Knowledge of the Company, no Material Supplier

has expressed to any member of the Company Group (i) its intention to cancel or otherwise terminate, or materially reduce, its relationship

with the Company Group or (ii) that any member of the Company Group is in material breach of the terms of any Contract with such Material

Supplier, other than pursuant to the terms of a Contract in place as of the date hereof.

4.30

Government Contracts.

(a)

Except as would not reasonably be expected to be material to the Company Group, taken as a whole, to the Knowledge of the Company,

there exists no default or event of default, nor any event, occurrence, condition or act (including the consummation of the Transactions,

but other than the Permitted Name Change) which, with the giving of notice, the lapse of time or the happening of any other event or

condition, would become a default or event of default thereunder with respect to any Government Contract. To the Knowledge of the Company,

all of the covenants to be performed by any other party to any Government Contract have been fully performed in all material respects.

(b)

To the Knowledge of the Company, no member of the Company Group is a party to any Contract or subject to any Law or Order that

would reasonably be expected to result in the termination of any Government Contract or that would impose any material limitation on

any member of the Company Group’s ability to perform a Government Contract or to continue its business as presently conducted and

proposed to be conducted (other than as a result of the Permitted Name Change).

(c)

No member of the Company Group has any outstanding bid that is material to the Company Group, taken as a whole, and that has been

submitted to the U.S. government or any other Authority, or to any proposed prime contractor under an existing or proposed prime government

Contract.

(d)

To the Knowledge of the Company, in the past six (6) years, the Company Group has complied in all material respects with all statutory

and regulatory requirements affecting the Government Contracts or bids with all certificates and representations executed in connection

therewith (which certificates and representations were current, accurate and complete in all material respects as of their effective

date), including, to the extent applicable, (i) the Federal Acquisition Regulation (FAR), (ii) the Defense Federal Acquisition Regulation

Supplement (DFARS), including DFARS 252.204-7012 (Safeguarding Covered Defense Information and Cyber Incident Reporting), (iii) the Cybersecurity

Maturity Model Certification (CMMC) framework requirements, and (iv) any applicable classified information handling and security requirements.

(e)

To the Knowledge of the Company, in the past six (6) years, no payment has been made by any member of the Company Group or by

any Person authorized to act on their behalf, to any Person in connection with any Government Contract of any member of the Company Group

in violation in any material respects of applicable U.S. or foreign procurement Laws, including any criminal or civil Laws relating to

bribes or gratuities.

(f)

To the Knowledge of the Company, with respect to each Government Contract to which a member of the Company Group is a party: (i) all

representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract were complete and

correct in all material respects as of their effective date, and the Company Group has complied in all material respects with all such

representations and certifications in the past six (6) years; (ii) in the past six (6) years, neither the U.S. government nor any

prime contractor, subcontractor or other Person has notified any member of the Company Group, either orally or in writing, that a member

of the Company Group has breached or violated any Law, or any certificate, representation, clause, provision or requirement pertaining

to such Government Contract; and (iii) in the past six (6) years, no termination for convenience or termination for default has

occurred, and no cure notice or show cause notice is currently in effect pertaining to such Government Contract.

(g)

During the last six (6) years, to the Knowledge of the Company, (i) none of the members of the Company Group or any of their

directors or officers (in each case acting in their capacities as such) has been (A) under administrative, civil or criminal investigation

or indictment by any Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government

Contract or (B) suspended or debarred from doing business with the U.S. government or other Authority or is (or during such period

was) the subject of a finding of non-responsibility or ineligibility for U.S. government contracting; and (ii) no member of the Company

Group has conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. government related to the same.

(h)

To the Knowledge of the Company, in the past six (6) years, the Company Group has complied in all material respects with (i)

the U.S. Department of Defense requirements for cyber incident reporting, including those set forth in DFARS 252.204-7012, (ii) all regulations

and Contract terms implementing Section 889 of the National Defense Authorization Act for Fiscal Year 2019, and (iii) to the extent applicable,

(A) any Cybersecurity Maturity Model Certification (CMMC) requirements applicable to any Government Contract, (B) any requirements relating

to the handling, storage, transmission or processing of Controlled Unclassified Information (CUI) or Covered Defense Information (CDI),

and (C) any applicable requirements relating to the handling of classified national security information.

(i)

To the Knowledge of the Company, in the past six (6) years, the Company Group has complied in all material respects with all applicable

cost accounting standards and cost accounting requirements pertaining to any Government Contract. Each member of the Company Group has

submitted all invoices, vouchers, requests for progress payments, and all other payment requests and claims for payment in connection

with each Government Contract in material compliance with the terms and conditions of such Government Contract and applicable Law. No

member of the Company Group has knowingly submitted, or caused to be submitted, any invoice, voucher, claim for reimbursement, or other

request for payment to the U.S. government or any prime contractor in connection with any Government Contract that was, at the time of

submission, materially false, fictitious, or fraudulent, or that included costs that were unallowable under applicable Law or the terms

of the applicable Government Contract.

(j)

To the Knowledge of the Company, in the past six (6) years, the Company Group has complied in all material respects with all applicable

ethics, integrity, and conflict of interest Laws, regulations, and Contract requirements pertaining to Government Contracts, including

(i) FAR Part 3, (ii) the Procurement Integrity Act (41 U.S.C. § 2101 et seq.), (iii) the Anti-Kickback Act (41 U.S.C. §§ 8701–8707),

and (iv) any internal codes of conduct and internal control systems as required by Law or Contract. No member of the Company Group has,

within the last six (6) years, (A) made any voluntary disclosure to the U.S. government or any other Authority regarding any potential

or actual violation of any ethics, integrity, or conflict of interest requirement under or in connection with any Government Contract,

(B) received any written notice, allegation, or demand from the U.S. government or any other Authority asserting a material violation

of any applicable ethics or conflict of interest requirement in connection with any Government Contract, or (C) been subject to any material

fine, penalty, or sanction by any Authority arising from any alleged ethics or conflict of interest violation in connection with any

Government Contract.

4.31

Investment Company Act. No member of the Company Group is an “investment company” or a Person directly or indirectly

“controlled” by or acting on behalf of an “investment company,” or required to register as an “investment

company,” in each case within the meaning of the Investment Company Act of 1940, as amended.

4.32

Information Supplied. None of the information supplied or to be supplied by any member of the Company Group expressly for

inclusion or incorporation by reference in (a) the Registration Statement, the Proxy Statement/Prospectus or any Other Filing, at the

time of filing or mailing and at the time of the Parent Shareholder Meeting, or (b) any current report on Form 8-K, and any exhibits

thereto or any other report, form, registration or other filing made with any Authority or stock exchange with respect to the Transactions

or any Additional Agreements, at the time of filing, will contain any untrue statement of a material fact or omit to state any material

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

are made, not misleading. Notwithstanding the foregoing, no member of the Company Group makes any representation, warranty or covenant

with respect to any information supplied by or on behalf of Parent, Merger Sub or their respective Affiliates.

4.33

Governmental Grants. Other than as set forth in Company Schedule 4.33, the Company Group has not received or applied

for any grant, loan, incentives, or other support or benefits (including, without limitation, tax benefits) from any Israeli, other foreign

binational or multinational foundation, association, university, consortiums, institution or federal, state or local governmental authority

or any other programs, in each case, which remains outstanding and imposes any restriction as of the date hereof of any kind on the Company

Group’s intellectual property, including, without limitation, grants from the Israeli Innovation Authority (previously the Office

of the Chief Scientist) of the Israeli Ministry of Economy and Industry (the “IIA”) or the Fund for the Encouragement

of Marketing Activities.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Except as set forth in the

Parent Schedules or as disclosed in the Parent SEC Documents filed with or furnished to the SEC prior to the date of this Agreement (other

than any risk factor disclosures or other similar cautionary or predictive statements therein), Parent and Merger Sub (the “Parent

Parties”) hereby represent and warrant to the Company:

5.1

Corporate Existence and Power. Parent is an exempted company duly incorporated, validly existing and in good standing under

the laws of the Cayman Islands, and Merger Sub is a limited liability company duly formed, validly existing and in good standing under

the laws of the State of Delaware. Parent has all power and authority, corporate and otherwise, and all governmental Permits, required

to own, lease or otherwise hold, and operate, all of its properties and assets and to carry on its business as presently conducted and

as proposed to be conducted. 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 Parent Party is duly licensed or qualified

to do business and in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, holding or operation

of its properties or assets makes such licensing, qualification or good standing necessary, except where the failure to be so licensed,

qualified or in good standing would not have or reasonably be expected to have a material adverse effect on the ability of the Parent

Parties to consummate the Transactions. Parent has made available to the Company, prior to the date of this Agreement, complete and accurate

copies of the Organizational Documents of each Parent Party, in each case as amended to the date hereof. The Organizational Documents

of each Parent Party are in full force and effect. Neither Parent Party is in material violation of any of the provisions of its Organizational

Documents.

5.2

Authorization. The Parent Parties have the requisite power and authority to execute and deliver this Agreement and the

Additional Agreements to which either Parent Party is a party and to consummate the Transactions, in the case of Parent, subject to receipt

of the Parent Shareholder Approvals. The execution, delivery and performance by the Parent Parties of this Agreement and the Additional

Agreements to which either Parent Party is a party, and the consummation by the Parent Parties of the Transactions have been duly authorized

by all necessary action on the part of the Parent Parties, in the case of Parent, subject to receipt of the Parent Shareholder Approvals.

This Agreement constitutes, and, upon the execution and delivery thereof, each Additional Agreement to which either Parent Party is a

party will constitute, subject in each case to the due and valid authorization, execution and delivery by each other party hereto and

thereto, a valid and legally binding agreement of the Parent Parties, enforceable against the Parent Parties in accordance with its terms,

except as may be limited by the Enforceability Exceptions. The execution, delivery and performance of this Agreement and the Additional

Agreements and the consummation of the Transactions have been duly authorized by the Board of Directors of Parent and, together with

the Parent Shareholder Approvals, no other corporate or limited liability company proceeding on the part of the Parent Parties is necessary

to authorize this Agreement or the Additional Agreements or the consummation of the Transactions.

5.3

Governmental Authorization. Assuming the accuracy of the representations and warranties of the Company set forth in ARTICLE

IV, none of the execution, delivery or performance by the Parent Parties of this Agreement or any Additional Agreement to which either

Parent Party is a party, or the consummation of the Transactions, requires any consent, approval, license, Order, or other action by

or in respect of, or registration, declaration or filing with, any Authority, except for (a) any SEC or Stock Exchange filings and approval

required to consummate the Transactions, (b) filing with the Secretary of State of the State of Delaware a Certificate of Domestication

with respect to the Domestication, (c) filings required to be made with the Cayman Registrar in connection with the Domestication, (d)

the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DLLCA and (e) Regulatory

Approvals.

5.4

Non-Contravention. Subject to the receipt of the Parent Shareholder Approvals, none of the execution, delivery or performance

by the Parent Parties of this Agreement or any Additional Agreement to which either Parent Party is a party does or will (a) contravene

or conflict with the Organizational Documents of the Parent Parties, (b) subject to receipt of Regulatory Approvals, contravene or conflict

with or constitute a violation of any provision of any Law or Order binding upon the Parent Parties or by which any of the Parent Parties’

assets or properties are bound, (c) except with respect to Regulatory Approvals, require the consent, approval or authorization of, or

notice to any Person pursuant to, constitute a default under or breach of (with or without the giving of notice or the passage of time

or both) or violate, give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of any

Parent Party pursuant to, require any payment or reimbursement to a third party pursuant to or give rise to a loss of any benefit relating

to the business of the Parent Parties to which they are entitled under, in each case, any Permit or Contract or (d) result in the creation

or imposition of any Lien (except for Permitted Liens) on either Parent Party’s assets or properties or any of the Equity Interests

of either Parent Party, except to the extent that the occurrence of any of the foregoing items set forth in clauses (a) through (d) would

not have or reasonably be expected to have a material adverse effect on the ability of the Parent Parties to consummate the Transactions.

5.5

Finders’ Fees. Except as set forth on Parent Schedule 5.5, there is no investment banker, broker, finder or

other intermediary which has been retained by or is authorized to act on behalf of either of the Parent Parties or their Affiliates and

which is entitled to any fee or commission from either Parent Party, the Company or any of their respective Affiliates upon consummation

of the Transactions.

5.6

Capitalization.

(a)

The authorized share capital of Parent is $48,100 divided into (i) 400,000,000 Parent Class A Shares, of which 26,158,000 shares

are issued and outstanding as of the date of this Agreement (of which 25,800,000 are redeemable pursuant to the Redemption), (ii) 80,000,000

Parent Class B Shares, of which 5,160,000 shares are issued and outstanding as of the date of this Agreement, and (iii) 1,000,000 preference

shares, par value $0.0001 per share, of which no shares are issued and outstanding as of the date of this Agreement. All issued and outstanding

Parent 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 offer or refusal, preemptive right, subscription right or any similar right under

any provision of the Cayman Companies Act, Parent Articles or any Contract to which Parent is a party or by which Parent is bound.

(b)

As of the date of this Agreement, there are outstanding 25,800,000 Parent Public Rights. All outstanding Parent Public Rights

are valid and binding obligations of Parent, enforceable against Parent in accordance with their terms (subject to the Enforceability

Exceptions) 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, Parent Articles or any Contract to which Parent

is a party or by which Parent is bound.

(c)

Except for the Parent Units, Ordinary Shares and the Parent Public Rights, no Equity Interests of Parent are issued, reserved

for issuance or outstanding. Except as set forth in the Parent Articles, there are no outstanding obligations of Parent to repurchase,

redeem or otherwise acquire any Parent Ordinary Shares, Parent Public Rights or any other Equity Interests of Parent. There are no outstanding

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.

(d)

The Merger Sub is authorized to issue limited liability company interests (“Merger Sub Membership Interests”),

and 100% of the Merger Sub Membership Interests are issued and outstanding to Parent as of the date hereof. Except for the Merger Sub

Membership Interests, no other Equity Interests of Merger Sub are issued, reserved for issuance or outstanding. All issued and outstanding

Merger Sub Membership Interests are duly authorized, validly issued and fully paid 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

DLLCA, the Merger Sub’s Organizational Documents or any Contract to which Merger Sub is a party or by which Merger Sub is bound.

There are no outstanding obligations of Merger Sub to repurchase, redeem or otherwise acquire any Merger Sub Membership Interests or

any other Equity Interests of Merger Sub. There are no outstanding 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.

5.7

Subsidiaries. Except for Merger Sub, Parent has no Subsidiary, and does not own, directly or indirectly, any Equity Interests

or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated.

5.8

Information Supplied. None of the information supplied or to be supplied by the Parent Parties expressly for inclusion

or incorporation by reference in the filings with the SEC and mailings to the Parent Shareholders with respect to the solicitation of

proxies to approve the transactions contemplated by this Agreement and the Additional Agreements, if applicable, will, at the date of

filing or mailing, at the time of the Parent Shareholder Meeting, the Domestication Effective Time, or at the Merger Effective Time,

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).

5.9

Trust Account. As of June 30, 2026, Parent has at least $273,512,743 in the trust account established by Parent for the

benefit of its public shareholders (the “Trust Account”) maintained by Continental Stock Transfer & Trust

Company (the “Trustee”) and such monies are invested in “government securities” (as such term is defined

in the Investment Company Act of 1940) held as cash, or invested in an interest bearing or non-interest bearing demand deposit account,

and held in trust by the Trustee pursuant to the Investment Management Trust Agreement dated as of October 23, 2024, 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. 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 Parent Shareholders holding Parent Class A Shares sold in Parent’s IPO who shall have elected to redeem

their Parent Class A Shares pursuant to the Parent Articles), and Parent pursuant to a permitted withdrawal of interest income to pay

Parent’s taxes and up to $1,000,000 per year for working capital purposes, as described in the Parent SEC Documents) to any portion

of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance

with the Trust Agreement and the Parent Articles. The 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 constitute such a material default

thereunder. There are no claims or proceedings pending with respect to the Trust Account.

5.10

Parent SEC Documents and Financial Statements.

(a)

Parent has, since the IPO, filed all forms, reports, schedules, statements and other documents required to be filed or furnished

by Parent with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements or supplements thereto

(all of the foregoing filed prior to the date of this Agreement, the “Parent SEC Documents”) and will have filed all

such forms, reports, schedules, statements and other documents (except for the Registration Statement, the Proxy Statement/Prospectus,

and any other forms reports, schedules, statements and other documents filed or furnished with respect to the Transactions) required

to be filed on or subsequent to the date of this Agreement through the Closing Date (the “Additional Parent SEC Documents”).

All of the Parent SEC Documents, Additional Parent SEC Documents, any correspondence from or to the SEC or Stock Exchange (other than

such correspondence in connection with the IPO of Parent) and all certifications and statements required by: (i) Rule 13a-14 or 15d-14

under the Exchange Act; or (ii) 18 U.S.C. § 1350 (Section 906) of the Sarbanes-Oxley Act with respect to any of the foregoing

(collectively, the “Public Certifications”) are available on the SEC’s Electronic Data-Gathering, Analysis and

Retrieval system (EDGAR) in full without redaction.

(b)

The Parent SEC Documents were, and the Additional Parent SEC Documents will be, prepared 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. The Parent

SEC Documents did not, and the Additional Parent SEC Documents will not, at the time they were or are filed (or if amended or superseded

by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), as the case may be, with the SEC

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 light of the circumstances under which they were made, not misleading. The Public Certifications

are, or will be, each true and correct as of their respective dates of filing. As used in this Section 5.10(b), 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 or Stock Exchange.

(c)

The financial statements and notes contained or incorporated by reference in the Parent SEC Documents (the “Parent Financial

Statements”) fairly present, and the financial statements and notes to be contained in or to be incorporated by reference in

the Additional Parent SEC Documents will fairly present, the financial condition and the results of operations, changes in shareholders’

equity and cash flows of Parent as at the respective dates of, and for the periods referred to, in such financial statements, all in

accordance with: (i) U.S. GAAP; and (ii) Regulation S-X or Regulation S-K, as applicable, subject, in the case of interim financial statements,

to normal recurring year-end adjustments and the omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable.

(d)

Parent has no off-balance sheet arrangements that are not disclosed in the Parent SEC Documents. No financial statements other

than those of Parent and Merger Sub are required by U.S. GAAP to be included in the Parent Financial Statements.

(e)

The issued and outstanding Parent Units, Parent Class A Shares, and Parent Public Rights are registered pursuant to Section 12(b)

of the Exchange Act and are listed for trading on Nasdaq under the symbols “BEAGU,” “BEAG,” and “BEAGR,”

respectively. There is no action or proceeding pending or, to the Knowledge of Parent, threatened against Parent by Nasdaq or the SEC

with respect to any intention by such entity to deregister the Parent Units, Parent Class A Shares, or Parent Rights or terminate the

listing of Parent on Nasdaq. Except in connection with the Transactions, none of Parent or any of its Affiliates has taken any action

in an attempt to terminate the registration of the Parent Units, Parent Class A Shares, or Parent Rights under the Exchange Act.

(f)

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 Jumpstart Our Business Startups Act

of 2012 (“JOBS Act”), Parent has established and maintains disclosure controls and procedures (as defined in Rule

13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to

Parent is made known to Parent’s principal executive officer and its principal financial officer by others within the entity, particularly

during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures

are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required

to be included in Parent’s periodic reports required under the Exchange Act. Since the consummation of the IPO, Parent has established

and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to

provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of the Parent Financial

Statements for external purposes in accordance with U.S. GAAP.

5.11

Absence of Certain Changes. As of the signing date of this Agreement and since the date of its formation, neither the Parent

nor Merger Sub has: (a) conducted any business other than as is or was incidental to its formation, or, in the case of the Parent, the

public offering of its securities (and the related private offerings), public reporting and its search for an initial Business Combination,

as described in the IPO Prospectus (including the investigation of the Company and the negotiation and execution of agreements related

to a Business Combination, including this Agreement) and related activities; or (b) been subject to a change, circumstance, condition,

development, effect, event, occurrence or state of facts that has had, or would reasonably be expected to have, a material adverse effect

on the ability of the Parent Parties to consummate the Transactions.

5.12

Certain Business Practices. Neither Parent nor any director, officer or employee of Parent, nor, to the Knowledge of Parent,

any other Representative of Parent, has (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses

relating to political activity, (b) made any unlawful payment to foreign or domestic government officials, employees or political parties

or campaigns, (c) violated any provision of the Foreign Corrupt Practices Act of 1977 or any equivalent Law including the Israeli Penal

Law, 1977, or (d) made any other unlawful payment. Neither Parent nor any director, officer or employee of Parent nor, to the Knowledge

of Parent, any other Representative of Parent has, since the IPO, directly or indirectly, given or agreed to give any gift or similar

benefit in any material amount to any customer, supplier, governmental employee or other Person in order to assist Parent in connection

with any actual or proposed transaction, which, if not given or continued in the future, would reasonably be expected to (i) adversely

affect the business of Parent and (ii) subject Parent to suit or penalty in any private or governmental Action.

5.13

Anti-Money Laundering Laws. The operations of Parent are, and for the five (5) years prior to the date hereof, have at

all times been conducted in material compliance with the Anti-Money Laundering Laws, and no Action involving Parent with respect to the

Anti-Money Laundering Laws is pending or, to the Knowledge of Parent, threatened.

5.14

Compliance with Laws. Since its inception, each of the Parent and Merger Sub has complied with, and is not currently in

violation of, any applicable Law with respect to the conduct of its business, or the ownership or operation of its business, except for

failures to comply or violations which, individually or in the aggregate, have not been and would not reasonably be expected to have

a material adverse effect on the ability of the Parent Parties to consummate the Transactions. No written notice of violation or of non-compliance

with any applicable Law has been received by the Parent or Merger Sub since Parent’s or Merger Sub’s inception, as applicable.

To the Knowledge of Parent, no assertion or action of any violation or of non-compliance with any applicable Law is currently threatened

against the Parent or Merger Sub.

5.15

Affiliate Transactions. Except as described in Parent SEC Documents, there are no transactions, agreements, arrangements,

understandings or other Contracts between any Parent Party, on the one hand, and any Related Party of Parent, on the other hand.

5.16

Litigation. There is no (a) Action pending, or, to the Knowledge of Parent, threatened against either Parent Party or that

affects its assets or properties, or (b) Order outstanding against either Parent Party or that affects its assets or properties. Neither

Parent Party is party to a judgment or 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 would have or reasonably be expected to have

a material adverse effect on the ability of the Parent Parties to consummate the Transactions.

5.17

Expenses, Indebtedness and Other Liabilities. Except as set forth in the Parent SEC Documents, neither Parent Party has

any Indebtedness or other liabilities, except as incurred in the ordinary course of business or as a result of its activities in connection

with the Domestication, Merger, and the other Transactions.

5.18

Investment Company Act. Neither the Parent nor Merger Sub is an “investment company” or a Person directly or

indirectly “controlled” by or acting on behalf of an “investment company” or required to register as an “investment

company”, in each case within the meaning of the Investment Company Act of 1940, as amended. As of the date of this Agreement,

the Parent constitutes an “emerging growth company” within the meaning of the JOBS Act.

5.19

Material Contracts and Commitments. Except as set forth in Parent Schedule 5.19 or as reserved against on the balance

sheet and disclosed in the Parent SEC Documents, and other than Contracts that would not reasonably be expected to give rise to more

than $50,000 of liability or expense, (a) Parent is not party to any material Contract (b) none of Parent, any Affiliate or Related Party

of Parent, Sponsor or any Affiliate or Related Party of Sponsor is party to any engagement letter or Contract to pay or incur any other

Transaction Expenses for which the Parent will be responsible for amounts following the Closing.

5.20

Employees; Benefit Plans. Neither the Parent nor Merger Sub has had any employees, and neither the Parent nor Merger

Sub has any unsatisfied material liability with respect to any employee. Neither the Parent nor Merger Sub currently maintains or has

any direct liability under any benefit plan.

5.21

Properties. Neither the Parent nor Merger Sub owns, licenses or otherwise has any right, title or interest in any material

Intellectual Property Rights. Neither the Parent nor Merger Sub owns or leases any material real property or material Tangible Personal

Property.

5.22

Tax Matters.

(a)

Each of the Parent Parties (i) has duly and timely filed all income and other material Tax Returns which are required to be filed

by or with respect to it, and all such Tax Returns are true, correct, complete and accurate in all material respects, and (ii) has timely

paid all income and other material Taxes and all income and other material Tax liabilities which have become due (whether or not shown

as due on such Tax Returns).

(b)

Each of the Parent Parties has complied in all material respects with all applicable Laws relating to the reporting (including

any information reporting), payment, collection and withholding of Taxes and has duly and timely withheld or collected and paid or remitted

over to the applicable Taxing Authority all material amounts of Taxes required to be withheld or collected and paid or remitted thereby

in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party.

(c)

There are no audits, examinations or other Actions with respect to any Taxes or Tax Returns of any of the Parent Parties that

are being conducted, pending or proposed in writing. No claim or deficiency has been asserted or assessed by any Authority against any

of the Parent Parties for any material amount of Taxes that has not been paid or settled in full.

(d)

No statute of limitations in respect of the assessment or collection of any Taxes of any of the Parent Parties has been waived

or extended, which waiver or extension is in effect. None of the Parent Parties has requested any extension of time within which to file

any Tax Return (other than automatic extensions not requiring the consent of the applicable Taxing Authority), which Tax Return has not

since been filed.

(e)

None of the Parent Parties has applied for, or requested, a ruling, administrative relief or technical advice from any Taxing

Authority, which could be binding on Parent, Merger Sub, any member of the Company Group, the Surviving Company or any of their respective

Affiliates after the Closing Date.

(f)

There is no Lien (other than Permitted Liens) for Taxes upon any of the Parent Parties or any of the assets of any of the Parent

Parties.

(g)

No written or other claim which remains unresolved has been made by a Taxing Authority in a jurisdiction where any of the Parent

Parties has not paid any Tax or does not file Tax Returns that such Parent Party is or may be subject to material taxation by, or required

to file a material Tax Return in, such jurisdiction.

(h)

None of the Parent Parties is or has ever been subject to Tax in any country other than the country of incorporation or formation,

as applicable, of such Parent Party by virtue of having a permanent establishment (within the meaning of an applicable Tax treaty) or

other fixed place of business in that country, and each of the Parent Parties is and has always been Tax resident solely in its country

of incorporation or formation, as applicable.

(i)

The prices for any property or services (or for the use of any property) provided by or to any of the Parent Parties are arm’s

length prices for purposes of all applicable transfer pricing Laws including Section 85A of the Income Tax Ordinance and the regulations

promulgated thereunder, and no Authority has sought to adjust, or succeeded in adjusting, the taxable profit or loss of any of the Parent

Parties under applicable transfer pricing Law.

(j)

None of the Parent Parties (i) is or has ever been included in any consolidated, combined, unitary, affiliated or other group

Tax Return (other than a group the common parent of which is a Parent Party) or (ii) has any liability for the Taxes of any Person (other

than another Parent Party) under Treasury Regulations Section 1.1502-6 (or any similar provision of any state, local or non-U.S. Tax

Law), as a transferee or successor, or by Contract (other than Contracts entered into in the ordinary course of business and the primary

purpose of which is not Tax). None of the Parent Parties is a party to or bound by any Tax sharing, allocation, or indemnification or

similar Contract (other than any commercial Contracts entered into in the ordinary course of business and the primary purpose of which

is not Tax).

(k)

None of the Parent Parties will be required to include any material amount in taxable income or exclude any material item of deduction

from taxable income for any taxable period (or a portion thereof) ending after the Closing Date as a result of any of the following that

occurred or existed prior to the Closing: (i) a “closing agreement” as described in Section 7121 of the Code (or any corresponding

or similar provision of any state, local or non-U.S. Tax Law), (ii) an installment sale, intercompany transaction described in Treasury

Regulations under Section 1502 of the Code (or any similar provision of state, local or non-U.S. Law) or open transaction, (iii) an advance

or prepaid amount or deferred revenue realized or received by any of the Parent Parties outside of the ordinary course of business, (iv)

use of an improper method of accounting for any taxable period (or portion thereof) ending on or prior to the Closing Date, (v) a change

in the accounting method of any of the Parent Parties pursuant to Section 481 of the Code (or any corresponding or similar provision

of any state, local or non-U.S. Tax Law) for a taxable period (or portion thereof) ending on or prior to the Closing Date, (vi) any inclusion

under Section 951A of the Code (or any corresponding or similar provision of any state, local or non-U.S. Law) with respect to income

earned or accrued outside of the ordinary course of business in a taxable period (or portion thereof) ending on or prior to the Closing

Date, or (vii) any inclusion under Section 951(a) of the Code (or any corresponding or similar provision of any state, local or non-U.S.

Law) with respect to income earned or accrued outside of the ordinary course of business in a taxable period (or portion thereof) ending

on or prior to the Closing Date.

(l)

Within the past two (2) years, none of the Parent Parties has been a “distributing corporation” or a “controlled

corporation” in a distribution of stock intended to qualify under Section 355 of the Code (or so much of Section 356 of the Code

as relates to Section 355 of the Code).

(m)

Parent is and has been treated as a “C-corporation” for U.S. federal (and applicable state and local) income Tax purposes

since the date of its incorporation.

(n)

None of the Parent Parties has engaged in, or been a party to, a “listed transaction” within the meaning of Treasury

Regulations Section 1.6011-4(b)(2) or any other similar transaction requiring disclosure under analogous provisions of state, local or

non-U.S. Tax Law.

(o)

None of the Parent Parties has taken or agreed to take any action, and is not aware, after reasonable diligence, of the existence

of any facts or circumstances, that would reasonably be expected to prevent or impede the transactions contemplated by this Agreement

from qualifying for the Intended Tax Treatment.

(p)

Each Parent Party has complied in all material respects with all applicable Laws relating to escheat and unclaimed property, including

(i) timely filing all material reports and returns required to be filed with any Authority in connection with any escheat or unclaimed

property obligations and (ii) timely remitting to the applicable Authority all material amounts of property required to be escheated

or reported as unclaimed property under applicable Law. No Parent Party has received any written notice from any Authority asserting

any material violation of, or material liability under, any applicable escheat or unclaimed property Law that has not been fully resolved.

5.23

No Foreign Person. None of the Parent Parties will be, as of the Closing Date and subject to the Domestication, (a) a foreign

person or foreign entity (as defined in 31 C.F.R. §§ 800.220, 800.224) or (b) controlled by or acting on behalf of a foreign

government (as defined in 31 C.F.R. § 800.222). The transaction as contemplated by this Agreement will not result in a “covered

transaction,” as defined in 31 C.F.R. § 800.213.

5.24

Interest in Competitors. Neither Parent Party owns any interest, nor does any of their respective Affiliates (insofar as

such Affiliate-owned interests would be attributed to such Parent Party under the HSR Act or any other antitrust Law) own any interest,

in any entity or Person that derives revenues from any lines of products, services or business within any of the Company’s or any

of the Company Subsidiaries’ lines of products, services or business.

5.25

Sponsor Support Agreement. Parent has delivered to the Company a true, correct and complete copy of the Sponsor Support

Agreement. The Sponsor Support Agreement is in full force and effect and has not been withdrawn or terminated, or otherwise amended or

modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Parent as of the date hereof.

The Sponsor Support Agreement is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, each other party thereto

and neither the execution or delivery by any party thereto, nor the performance of any obligations of any such party under, the Sponsor

Support Agreement violates any provision of, or results in the breach of or default under, or requires any filing, registration or qualification

under, any applicable Law. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach

on the part of Parent under any material term or condition of the Sponsor Support Agreement.

5.26

Insurance. All forms of director and officer insurance owned or held by and insuring any director, officer, member, employee,

agent, manager or similar functionary of a member of the Parent Parties are set forth on Parent Schedule 5.26 (by policy number,

insurer, coverage period, coverage amount, annual premium and type of policy) (such policies, the “Parent Insurance Policies”).

Except as would not be material, individually or in the aggregate, to the Parent Parties, (a) the Parent Insurance Policies are legal,

valid, binding, enforceable and in full force and effect, (b) all premiums with respect to the Parent Insurance Policies have been paid

when due, and no notice of cancellation or termination has been received with respect to any Parent Insurance Policy which was not replaced

on substantially similar terms prior to the date of such cancellation or termination and (c) there is no existing material default or

event which, with or without the passage of time or the giving of notice or both, would constitute material noncompliance with, or a

material default under, any Parent Insurance Policy or entitle any insurer to terminate or cancel any Parent Insurance Policy. To the

Knowledge of Parent, each Parent Insurance Policy shall continue to be legal, valid, binding, enforceable and in full force and effect

on the same or substantially similar terms immediately following consummation of the Transactions. In the past three (3) years, no member

of the Parent Parties has been refused any material coverage under the Parent Insurance Policies to which such member was entitled.

ARTICLE VI

COVENANTS OF THE PARTIES

6.1

Conduct of Business. Each of the Company and Parent covenants and agrees that, from the date hereof until the earlier of

(a) the date this Agreement is terminated in accordance with ARTICLE X and (b) the Closing Date (such period, the “Interim

Period”), unless Parent or the Company, as applicable, shall otherwise give prior written consent (which consent shall not

be unreasonably conditioned, withheld or delayed) and except (i) as expressly required or permitted by this Agreement (including, for

the avoidance of doubt, the Company Recapitalization, the issuance of Promised Company Options and the Permitted Name Change) or any

Additional Agreement, (ii) in the case of the Company Group, as set forth in Company Schedule 6.1 or in the case of Parent, as

set forth in Parent Schedule 6.1 or (iii) as required by applicable Law, each party hereto shall operate and conduct its respective

business in the ordinary course of business in all material respects, consistent with past practices. Without limiting the generality

of the foregoing, during the Interim Period, except (A) as expressly required or permitted by this Agreement (including, for the avoidance

of doubt, the Company Recapitalization, the issuance of Promised Company Options and the Permitted Name Change) or any Additional Agreement,

(B) in the case of the Company, as set forth in Company Schedule 6.1 or in the case of Parent, as set forth in Parent Schedule

6.1 or (C) as required by applicable Law, without the prior written consent of Parent or the Company, as applicable (which shall

not be unreasonably conditioned, withheld or delayed), neither the Company (with respect to the Company Group) nor Parent nor Merger

Sub (with respect to the Parent Parties) shall:

(a)

amend, modify or supplement its Organizational Documents, or propose, adopt or effect any plan, or engage in, any reorganization,

reclassification, liquidation, dissolution, declaration of bankruptcy or similar transaction;

(b)

amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise relinquish any material right under,

(i) with respect to the Company Group, any Material Contract or other right or asset of the Company Group or (ii) with respect to Parent,

any Subscription Agreement or the Trust Agreement (in each case in a manner that would reasonably be expected to have a material adverse

effect on Parent or the Transactions);

(c)

except in the ordinary course of business consistent with past practice, solely with respect to the Company Group, modify, amend

or enter into any Contract, including for capital expenditures, that (i) extends for a term of one (1) year or more or obligates the

payment by the Company Group or Parent, as applicable, of more than $7,500,000 (individually or in the aggregate) or (ii) would be considered

a Material Contract if in effect on of the date hereof;

(d)

make any capital expenditures in excess of $4,000,000 (individually or in the aggregate);

(e)

(i) sell, assign, transfer, lease, license, sublicense, convey, covenant not to assert, pledge, or otherwise encumber or subject

to any Lien, abandon, cancel, fail to maintain, let lapse, or otherwise dispose of any of the Company’s or any member of the Company

Group’s material tangible or intangible assets or material rights, except (A) pursuant to existing Contracts that are set forth

on Company Schedule 6.1(e), (B) the expiration of Intellectual Property Rights at the end of the applicable statutory life or

(C) non-exclusive licenses and sublicenses of Intellectual Property Rights granted in the ordinary course of business; or (ii) disclose

any material confidential Trade Secret included in the Owned IPR to any Person other than pursuant to a written agreement or other obligation

restricting the use and disclosure thereof by such Person in a manner that is consistent with such agreements or obligations entered

into in the ordinary course of business for the protection thereof;

(f)

except, in the case of the Company Group, payment of the Paragon Earnout Consideration, pay, declare or promise to pay any dividends

or other distributions with respect to its capital stock or other Equity Interests; or pay, declare or promise to pay any other amount

to any stockholder, shareholder or other holder of Equity Interests in its capacity as such (which for the avoidance of doubt does not

include payment of salary, benefits, commissions and other regular and necessary customary payments made in the ordinary course of business

consistent with past practices);

(g)

(i) amend any term, right or obligation with respect to any of its Equity Interests, or (ii) adjust, split, subdivide, combine,

consolidate or reclassify any of its Equity Interests;

(h)

except in each case, in the case of the Company Group, payment of the Paragon Earnout Consideration, (i) make any loan, advance

or capital contribution to, or investments in, any Person other than in the ordinary course of business, consistent with past practice,

or, in the case of the Company Group, to any Company Subsidiary; (ii) incur, assume, guarantee or otherwise become liable for, any Indebtedness

that will not otherwise be repaid at Closing in excess of $25,000,000 (in the aggregate), other than drawings under lines of credit in

the ordinary course of business, if any, and other than, in the case of Parent, loans or advances from the Sponsor or an Affiliate thereof

or certain of Parent’s officers and directors to finance the Parent Transaction Expenses (which loans or advances shall be treated

as a Parent Transaction Expense); (iii) repay or satisfy any Indebtedness other than in the ordinary course of business; or (iv) amend

or modify in any material respect any Indebtedness (other than Indebtedness that will be repaid at Closing) in a manner that would reasonably

be expected to have an adverse effect on Parent or the Transactions;

(i)

solely with respect to the Company Group, suffer or incur any Lien, except for Permitted Liens, on the Company Group’s assets

or properties;

(j)

(i) merge or consolidate or enter a similar transaction with, or acquire any business or the material assets or Equity Interests

of, any other Person at a cost in excess of $20,000,000, (ii) dispose of or sell (whether by merger, consolidation or the sale of any

Equity Interest or assets) any material assets to any other Person, or (iii) form any Subsidiary;

(k)

terminate or allow to lapse any insurance policy protecting any of the Company Group’s or Parent’s respective material

assets or properties, 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;

(l)

adopt any severance, retention or other employee plan or fail to continue to make timely contributions to each employee health

and welfare benefit plan in accordance with the terms thereof;

(m)

institute, waive, release, compromise, settle or agree to settle any Action, in each case resulting in a payment obligation of

the Company Group or Parent, as applicable, in excess of $1,000,000 (exclusive of any amounts covered by insurance) or that imposes injunctive

or other non-monetary or equitable relief on such party;

(n)

except as required by U.S. GAAP, make any material change in its accounting policies, principles, methods or practices or write

down the value of its assets;

(o)

change its principal place of business or jurisdiction of organization or enter into any material new line of business;

(p)

solely with respect to Parent, enter into, renew, modify or revise any Contract or transaction with the Sponsor or any of its

Affiliates;

(q)

except, in the case of the Company Group, payment of the Paragon Earnout Consideration, sell, issue, redeem, assign, transfer,

pledge, convey, repurchase or otherwise dispose of any Equity Interests;

(r)

(i) other than the Merger Sub CTB, make (in a manner inconsistent with past practice), change, or revoke any material Tax election;

(ii) change any annual Tax accounting periods or material method of Tax accounting; (iii) amend, any filed material Tax Return; (iv)

settle or compromise any claim, audit report or other Action in respect of a material amount of Taxes; (v) enter into any Tax allocation,

Tax sharing, Tax indemnity or similar Contract (in each case, excluding any commercial Contract entered into in the ordinary course of

business and, the primary purpose of which is not Tax) or any “closing agreement” within the meaning of Section 7121 of the

Code (or any corresponding or similar provisions of state, local or non-U.S. Tax Law), in each case, with respect to a material amount

of Taxes; (vi) surrender or forfeit or allow to expire any right to claim a material Tax refund; (vii) consent to any extension or waiver

of the limitation period applicable to any claim or assessment in respect of material Taxes; (viii) other than the Merger Sub CTB, take

any action that would change the classification of any member of the Company Group or Parent or Merger Sub, as the case made be, for

U.S. federal (or applicable state and local) income Tax purposes or liquidate or otherwise dissolve such Person; (ix) other than the

Option Tax Ruling, seek any Tax ruling from any Taxing Authority or (x) initiate or enter into any voluntary disclosure agreement or

similar agreement with any Taxing Authority;

(s)

take any action, or fail to take any action, or become obligated to take or fail to take any action, where such action or failure

would reasonably be expected to prevent the transactions contemplated by this Agreement from qualifying for the Intended Tax Treatment;

(t)

solely with respect to the Company Group, other than as required by a Plan, in connection with the Executive Employment Agreements

or payment of the Paragon Earnout Consideration or as otherwise explicitly contemplated hereunder, (i) grant any severance, retention,

change in control or termination or similar pay to any employee whose annual base compensation exceeds $150,000, (ii) terminate, adopt,

enter into or materially amend or grant any new awards under any Plan or any plan, policy, practice, program, agreement or other arrangement

that would be deemed a Plan as of the date hereof, (iii) increase the wages, salaries, severance, termination or bonus opportunity, or

benefits of any employee, officer, director or other individual service provider, except such increases to any such individuals who are

not directors or officers of the Company Group in the ordinary course of business consistent with past practice that do not exceed twenty-five

percent (25%) individually or ten percent (10%) in the aggregate, (iv) take any action to amend or waive any performance or vesting criteria

or to accelerate the time of payment or vesting of any compensation or benefit payable by the Company Group, except as provided in this

Agreement, (v) hire or engage any new employee or independent contractor if such new employee or independent contractor will receive

annual base compensation in excess of $400,000 (provided, that notwithstanding the foregoing, the Company Group may hire or engage

up to five (5) new employees or independent contractors each with an annual base compensation in excess of $400,000 but less than $500,000

without Parent’s prior written consent), (v) terminate the employment or engagement, other than for cause, of any employee or independent

contractor with an annual compensation in excess of $150,000, (vii) make any loan to any present or former employee or other individual

service provider of the Company, other than advancement of expenses in the ordinary course of business consistent with past practices,

(viii) enter into, or make any commitment to enter into, adopt, amend, engage in any negotiations regarding, or terminate any collective

bargaining agreement or other agreement with a labor union or labor organization, except as required under the terms of any collective

bargaining agreement in effect on the date hereof, (ix) fund or commit to fund any Plan, or make or commit to make any bonus, retention,

transaction, severance, or other payment (whether in cash, property or securities) to any employee, officer, director, or other individual

service provider, (x) grant, announce (or promise to grant or announce), accelerate (or promise to accelerate) the vesting, funding,

lapsing of restrictions or payment, or materially amend, modify, terminate or supplement the terms of any equity or equity-based or phantom

equity award (excluding any Promised Company Options) to any employee whose annual base compensation exceeds $150,000; or

(u)

except, in the case of the Company Group, in connection with the Paragon Earnout Agreement, agree or commit to do any of the foregoing.

6.2

Exclusivity.

(a)

During the Interim Period, neither the Company, on the one hand, nor Parent, on the other hand, shall, and such Persons shall

cause each of their respective Representatives not to, directly or indirectly, (i) encourage, facilitate, solicit, initiate, engage in

or participate in any discussions or 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, including furnishing

(including through any virtual data room) any information relating to the Company or Parent, respectively, or any of their respective

assets or businesses, or affording access to the assets, business, properties, books or records of the Company or Parent, respectively,

to any Person for the purpose of facilitating an Alternative Transaction, or (iii) approve, recommend, endorse or enter into any

Alternative Transaction or any Contract related to any Alternative Transaction or publicly announce an intention to enter into an Alternative

Transaction. Immediately following the execution of this Agreement, the Company and the Parent shall each, and shall cause each of its

respective Representatives to, terminate any existing discussion or negotiations with any Persons other than Parent, on the one hand,

or the Company, on the other hand, concerning any Alternative Transaction. For purposes of this Agreement, the term “Alternative

Transaction” means any of the following transactions (in a single transaction or series of transactions) involving the Company,

on the one hand, or the Parent, on the other hand, as applicable and in each case other than the Transactions (including, for the avoidance

of doubt, the Company Recapitalization): (A) any direct or indirect merger, consolidation, share exchange, business combination, reconsolidation,

recapitalization, reorganization, liquidation, dissolution, or other similar transaction, or (B) any direct or indirect sale, lease,

license, exchange, transfer, option or other disposition of (y) all or a material portion of the assets or properties of the Company

or the Business, on the one hand, or the Parent, on the other hand, as applicable, or (z) any class or series of the capital stock or

other Equity Interests or debt securities or profit interests of the Company, on the one hand, or the Parent, on the other hand.

(b)

In the event that there is an inquiry, proposal or offer for, or an indication of interest in entering into, an Alternative Transaction,

communicated to the Company, Parent or any of their respective Representatives (each, an “Alternative Proposal”),

the Company or Parent, as applicable, shall as promptly as practicable (and in any event within two (2) Business Days after receipt thereof)

advise Parent or the Company, as applicable, 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 or Parent, as applicable, shall

keep Parent or the Company, as applicable, informed on a reasonably current basis of material developments with respect to any such Alternative

Proposal.

6.3

Access to Information. During the Interim Period, the Company and Parent shall each, to the best of its ability, (a) continue

to give such other party and such other party’s legal counsel and other Representatives reasonable access to the offices, properties,

employees, and Books and Records of the Company Group, on the one hand, and Parent, on the other hand, as applicable, (b) furnish to

the other party, its legal counsel and its other Representatives such financial and operating data and other information relating to

the Business and the Company Group, on the one hand, and Parent, on the other hand, as applicable, as such Persons may request and (c)

cause its employees, legal counsel, accountants and other Representatives to cooperate with such other party and its Representatives

in such other party’s investigation of the Company Group or the Business (in the case of the Company) or the Parent or the business

of Parent (in the case of Parent); provided that any access granted pursuant to this Section 6.3 shall be (i) during normal

business hours and upon reasonable prior written notice, (ii) in such manner as not to interfere unreasonably with the conduct of the

Business (in the case of the Company) or the business of Parent (in the case of Parent) and (iii) reasonably necessary to enable the

Company or Parent, as applicable, to consummate the Transactions. Notwithstanding anything to the contrary expressed or implied in this

Agreement, neither party hereto 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 (A) result in a waiver of attorney-client privilege,

work product doctrine or similar privilege, (B) violate any applicable Law to which it is subject, (C) violate

any legally binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or requirement to hold a national

security (or similar) certification; or (D) result in the disclosure of non-financial trade secrets or

competitively sensitive information; provided that the Company and Parent shall use their reasonable best efforts to cause

such information to be provided in a manner that would not result in such waiver, violation, or disclosure.

6.4

Cooperation with Registration Statement, Proxy Statement/Prospectus; Other Filings.

(a)

As promptly as practicable following the date of this Agreement (and in any event within four (4) Business Days thereafter), Parent

shall prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement (the “Signing

Form 8-K”) and the parties hereto shall issue a mutually agreeable press release announcing the execution of this Agreement

and the Subscription Agreements (the “Signing Press Release”). Parent shall provide the Company with a reasonable

opportunity to review and comment on the Signing Form 8-K prior to its filing and shall consider such comments in good faith.

(b)

The Company shall promptly provide to Parent such information concerning the Company Group and the Company Securityholders as

is either required by the federal securities laws or reasonably requested by Parent for inclusion in the Registration Statement and Offer

Documents. As promptly as practicable after the receipt by Parent from the Company of all such information, including the Company PCAOB

Audited Financial Statements, Parent and the Company shall prepare and file with the SEC, and with all other applicable regulatory bodies,

proxy materials for the purpose of soliciting proxies from holders of Parent Ordinary Shares sufficient to obtain Parent Shareholder

Approvals at a general meeting (whether annual or extraordinary) 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 combined proxy statement

and prospectus (the “Proxy Statement/Prospectus”), which shall be included in the Registration Statement filed by

Parent with the SEC. Parent shall promptly respond to any SEC comments on the Registration Statement. Parent and the Company shall each

pay fifty percent (50%) of the filing fees required in connection with filing the Registration Statement. The Proxy Statement/Prospectus,

the Registration Statement, and the documents included or referred to therein, together with any supplements, amendments or exhibits

thereto, are referred to herein as the “Offer Documents”.

(c)

Parent shall (i) permit the Company and its counsel to review and comment on the Offer Documents and (ii) consider any such comments

in good faith. 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 Offer Documents, and, in each case, shall consult with the Company and its counsel concerning any such

correspondence. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement

or Proxy Statement/Prospectus or any amendment or supplement thereto has been filed with the SEC and the time when the Registration Statement

declared effective or any stop order relating to the Registration Statement is issued.

(d)

None of Parent, Parent’s board of directors nor any committee of the Parent board of directors shall, except as required

by applicable Law, withdraw, qualify, amend, change or modify, or propose publicly or by formal action of Parent, the Parent board of

directors or any committee of the Parent board of directors to withdraw, qualify, amend, change or modify, in a manner adverse to the

Company, the Parent Board Recommendation or any other recommendation by Parent, the Parent board of directors or any committee of the

Parent board of directors in connection with any of the Parent Proposals (in each case, a “Change in Recommendation”).

Notwithstanding anything to the contrary contained in this Agreement, prior to obtaining the Parent Shareholder Approval, the Parent

board of directors may make a Change in Recommendation if it shall have determined in good faith, after consultation with outside legal

advisors, that the failure to make a Change in Recommendation would be a material breach of its fiduciary duties under applicable Law.

(e)

As soon as practicable following the date on which the Registration Statement is declared effective by the SEC (such effective

date, the “S-4 Effective Date”) (and in any event within five (5) days thereafter), 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 and all 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 and the other matters

presented to the Parent Shareholders for approval or adoption at the Parent Shareholder Meeting, including the Parent Proposals.

(f)

Parent and the Company shall comply with all applicable provisions of and rules under the Securities Act and Exchange Act, the

Parent Articles and all applicable Laws of the Cayman Islands, the SEC and the Stock Exchange in the preparation, filing and distribution

of the Offer Documents, 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

S-4 Effective Date, and the Proxy Statement/Prospectus, as of the date on which it is first distributed to the Parent Shareholders, 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

furnished by the Company for inclusion in the Offer Documents). If at any time prior to the Merger Effective Time, a change in the information

relating to the Company or any other information furnished by Parent, Merger Sub or the Company for inclusion in the Offer Documents,

which would make the preceding sentence incorrect, should be discovered by Parent, Merger Sub or the Company, as applicable, such party

shall promptly notify the other parties hereto 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 Parent Shareholders. 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.

(g)

In accordance with the Parent Articles and applicable Laws, including the Cayman Companies Act and rules and regulations of the

Stock Exchange in the Proxy Statement/Prospectus, Parent shall seek from the holders of Parent Ordinary Shares (as applicable) the

approval of the following proposals: (i) approval of the Transactions (the “Business Combination Proposal”); (ii)

approval of the Domestication (the “Domestication Proposal”); (iii) adoption and approval of the PubCo COI (the “Charter

Amendment Proposal”), (iv) adoption and approval of any separate or unbundled advisory proposals as are required to implement

the PubCo COI (the “Advisory Charter Proposals”); (v) approval of the election of the persons designated pursuant

to Section 2.4(b)(i) hereto as directors of PubCo (the “Director Election Proposal”); (vi) approval of the

PubCo Equity Incentive Plan (the “Incentive Plan Proposal”); (vii) approval of the PubCo Employee Stock Purchase Plan

(the “ESPP Proposal”); (viii) the approval of the issuance or potential issuance of PubCo Common Stock in connection

with the Domestication, the Merger and the PIPE Investment under applicable Stock Exchange listing rules (the “Stock Issuance

Proposal”); (ix) approval to adjourn the Parent Shareholder Meeting, upon mutual agreement of Parent and the Company, if necessary

or desirable; and (x) approval to obtain any and all other approvals necessary or advisable to effect the consummation of the Transactions

as determined mutually by Parent and the Company (the proposals set forth in the forgoing clauses (i) through (x) collectively, the “Parent

Proposals”).

(h)

Parent, with the assistance of the Company, shall use its reasonable best efforts to “clear” comments from the SEC

and cause the Registration Statement to become effective as promptly as reasonably practicable. The Offer Documents shall provide the

public shareholders of Parent with the opportunity to effect the Redemption at the Redemption Price, all in accordance with the Parent

Articles, the Trust Agreement, applicable Law and any applicable rules and regulations of the SEC.

(i)

Notwithstanding anything else to the contrary in this Agreement or any Additional Agreements, Parent may make any public filing

with respect to the Merger to the extent required by applicable Law.

(j)

Parent shall call and hold the Parent Shareholder Meeting as promptly as practicable (subject to applicable rules and regulations

of the SEC) after the S-4 Effective Date for the purpose of seeking the approval of each of the Parent Proposals, 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 Merger and this Agreement. 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 Securities Act, 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. The Company shall make, and

cause each Subsidiary to make, their managers, directors, officers and 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.

(k)

Prior to Closing, Parent shall begin preparing a draft Current Report on Form 8-K in connection with and announcing the consummation

of the Transactions contemplated by this Agreement, together with, or incorporating by reference, such information that is or may be

required to be disclosed with respect to the transactions contemplated by this Agreement pursuant to Form 8-K (the “Closing

Form 8-K”). Parent shall provide the Company with a reasonable opportunity to review and comment on the Closing Form 8-K prior

to its filing and shall consider such comments in good faith. Prior to the Closing, the parties hereto shall prepare a mutually agreeable

press release announcing the consummation of the Transactions contemplated by this Agreement (“Closing Press Release”).

Concurrently with or promptly following with the Closing, PubCo shall distribute the Closing Press Release, and within four (4) Business

Days thereafter, file the Closing Form 8-K with the SEC.

6.5

Company Financial Statements and Financial Information.

(a)

Promptly following the date of this Agreement, the Company shall provide Parent with audited consolidated financial statements,

including balance sheets, statements of operations, statements of cash flows, and statements of members’ equity, of the Company

Group as of and for each of the years ended December 31, 2025 and December 31, 2024, in each case, prepared in accordance with U.S. GAAP

and Regulation S-X and audited in accordance with the standards of the PCAOB and containing an unqualified report of the Company’s

auditors (the “Company PCAOB Audited Financial Statements”).

(b)

Promptly following the end of each calendar quarter during the Interim Period, the Company shall use its reasonable best efforts

to provide Parent with the unaudited consolidated financial statements, including balance sheets, statements of operations, statements

of cash flows and statements of members’ equity, of the Company Group as of and for each interim period required to be presented

in the Registration Statement, in each case, prepared in accordance with U.S. GAAP and Regulation S-X and reviewed in accordance with

SAS 100 review procedures (the “Company Unaudited Interim Financial Statements”).

(c)

The Company will promptly provide Parent with additional Company Group financial information reasonably requested by Parent and

required to be included in the Registration Statement, the Proxy Statement/Prospectus and any other filings to be made by Parent with

the SEC. Notwithstanding the generality of the foregoing, the Company shall reasonably cooperate with Parent in connection with the preparation

for inclusion in the Offer Documents of pro forma financial statements that comply with the requirements of Regulation S-X under the

rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required

by Form S-4.

6.6

Reasonable Best Efforts; Further Assurances; Governmental Consents.

(a)

Except with respect to the matters set forth in Section 6.4, which shall be governed by the terms and conditions of Section

6.4, or otherwise as subject to the terms and conditions of this Agreement, each party hereto shall use its reasonable best efforts,

and shall cooperate fully with the other parties hereto, to take, or cause to be taken, all actions and to do, or cause to be done, all

things necessary to consummate each of the Transactions. Notwithstanding the foregoing, in no event shall any party hereto be obligated

to grant any material concession in connection with obtaining any consent, authorization or approval required in connection with the

consummation of the Transactions.

(b)

In furtherance and not in limitation of Section 6.6(a), to the extent required under any Laws that are designed to prohibit,

restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through

merger or acquisition, including but not limited to under the HSR Act (collectively, “Antitrust Laws”), each party

hereto agrees to make any required filing or application under Antitrust Laws set forth on Company Schedule 6.6(b), as applicable,

at such party’s sole cost and expense (except that any fees or other amounts charged by any Authorities relating to such filings

or applications will be paid by the Parent and the Company on a 50/50 basis), with respect to the transactions contemplated hereby as

promptly as practicable (but in any event, within fifteen (15) Business Days of executing this Agreement for filings under the HSR Act),

to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested

pursuant to such Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination

of the applicable waiting periods under such Antitrust Laws as soon as practicable, including, to the extent applicable, by requesting

early termination of the waiting period provided for under such Antitrust Laws.

(c)

Except with respect to the matter set forth in Section 6.4, which shall be governed by the terms and conditions of Section

6.4, or otherwise as subject to applicable Law, each of the Company and Parent agrees to (i) cooperate and consult with the other

regarding obtaining and making all notifications and filings with Authorities (including the Israeli Defense Export Control Agency) with

respect to the Transactions, (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 with respect to the Transactions, (iii) keep the other apprised of the status of

matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications

received by such party from, or given by such party to, any Authority (including the Israeli Defense Export Control Agency) with respect

to the Transactions, (iv) provide the other party a reasonable opportunity to review and provide comments to, and give reasonable good

faith consideration to any reasonable comments from such other party to, any communication to be given by it to any Authority (including

the Israeli Defense Export Control Agency) with respect to the consummation of the Transactions 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, either in person

or by telephone, with any Authority (including the Israeli Defense Export Control Agency) in connection with the Transactions unless

it gives the other party, to the extent permitted by such Authority and applicable Law, the reasonable opportunity to attend and observe;

provided, however, that, in each of clauses (ii), (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. During the Interim Period,

each party hereto shall give prompt notice to the other parties of the receipt of any notice or other communication from any Authority

in connection with the Transactions.

(d)

Notwithstanding anything to the contrary set forth herein, each party hereto shall use its reasonable best efforts, and shall

cooperate fully with the other parties hereto, to provide notification of the Transactions to the Israeli Defense Export Control Agency

as promptly as practicable following the execution of this Agreement).

(e)

Without limiting the generality of Section 6.6(c) or Section 6.6(d), if a notice is received from the Israeli Defense

Export Control Agency in connection the Transactions that adversely alters, or may materially and adversely alter, the Company or any

of its Subsidiaries authorization’s terms and conditions or their respective regulatory status as of the date of this Agreement,

or that otherwise imposes conditions materially detrimental to the Company or any of its Subsidiaries, or to this Agreement or any of

the Additional Agreements, then each of the parties hereto shall collaborate and use commercially reasonable efforts to limit the adverse

effect of such conditions to the satisfaction of each of the parties hereto, acting reasonably.

6.7

Confidentiality.

(a)

Each of the parties hereto hereby acknowledges that the information being provided to it in connection with this Agreement and

the consummation of the Transactions is subject to the Confidentiality Agreement, the terms of which are incorporated herein by reference.

The Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished

thereunder or hereunder and any other activities contemplated thereby.

(b)

Each of the parties hereto acknowledge and agree that the Confidentiality Agreement shall automatically terminate with no further

action by any Person and shall be of no further force and effect upon the Closing.

6.8

Directors’ and Officers’ Indemnification and Liability Insurance.

(a)

The parties hereto agree that for a period of six (6) years from the Closing Date, the parties hereto shall, and shall cause PubCo

and the Surviving Company to, maintain in effect, in favor of any individual who, at or prior to the Closing, was a director, officer,

member, employee, agent, manager or similar functionary of Parent, Merger Sub or any member of the Company Group, as the case may be,

or who, at the request of Parent, Merger Sub or the Company, as the case may be, served as a director, officer, member, manager, trustee

or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively,

with such individual’s heirs, executors or administrators, (each, together with such Person’s heirs, executors or administrators,

a “D&O Indemnified Party”), the exculpation, indemnification and advancement of expenses provisions (i) of Parent’s,

Merger Sub’s and the Company Group’s respective Organizational Documents as in effect immediately prior to the Closing Date

or (ii) in any indemnification agreements between Parent, Merger Sub or the Company, on the one hand, and any D&O Indemnified Party,

on the other hand, set forth on Parent Schedule 6.8(a) and any indemnification agreements between the Company and any D&O

Indemnified Party set forth on Company Schedule 6.8(a), and the parties hereto shall, and shall cause PubCo and the Surviving

Company to, not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder

of any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party; provided, however,

that all rights to indemnification or advancement of expenses in respect of any Actions pending or asserted or any claim made within

such period shall continue until the disposition of such Action or resolution of such claim. From and after the Closing Date, PubCo shall

cause the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section

6.8 without limit as to time.

(b)

At or prior to the Closing, each of Parent and the Company shall purchase a separate “tail” directors’ and officers’

liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Closing covering

each such Person that is currently covered by a directors’ and officers’ liability insurance policy of Parent and the Company,

respectively, on terms with respect to coverage, deductibles and amounts no less favorable than those of such applicable policy in effect

on the date of this Agreement for the six (6) year period following the Closing; provided that in no event shall Parent and the

Company, respectively, be required to expend on the premium thereof in excess of 300% of the aggregate annual premiums currently payable

by Parent and the Company, respectively, with respect to such current policies (the “Premium Cap”); provided,

further, that if such minimum coverage under any such D&O Tail is or becomes not available at the Premium Cap, then any such

D&O Tail shall contain the maximum coverage available at the Premium Cap. From and after the Merger Effective Time, Parent shall

maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by PubCo and

the Surviving Company, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant

to this Section 6.8(b).

(c)

The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such

Person may have under the Organizational Documents of Parent, Merger Sub, or the Company, any other indemnification arrangement, any

Law or otherwise. The obligations of Parent and the Company under this Section 6.8(c) shall not be terminated or modified

after the Closing in such a manner as to materially and adversely affect any D&O Indemnified Party without the consent of such D&O

Indemnified Party. The provisions of this Section 6.8 shall survive the Closing and expressly are intended to benefit,

and are enforceable by, each of the D&O Indemnified Parties and his or her heirs and representatives, successors and assigns, each

of whom is an intended third-party beneficiary of this Section 6.8, and are in addition to, and not in substitution for,

any other rights to indemnification or contribution that any such Person may have had by Contract or otherwise.

(d)

If Parent or, after the Closing, PubCo or the Surviving Company, or any of their respective successors or assigns: (i) consolidates

with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers

or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made

so that the successors and assigns of PubCo or the Surviving Company, as applicable, assume the obligations set forth in this Section

6.8.

6.9

Certain Tax Matters.

(a)

For U.S. federal (and applicable state and local) income Tax purposes, each of the parties hereto intends that the transactions

contemplated by this Agreement are treated in accordance with the Intended Tax Treatment. The parties hereto hereby (i) adopt this Agreement

as a “plan of reorganization” within the meaning of Sections 354, 361 and 368 of the Code and within the meaning of

Treasury Regulations Section 1.368-2(g) and 1.368-3(a), (ii) agree to file and retain such information as shall be required under Treasury

Regulations Sections 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, in each case, unless otherwise required by an Authority

as a result of a “determination” that is final within the meaning of Section 1313(a) of the Code (or any similar provision

of applicable state or local Tax Law) or a change in applicable Law. Each party hereto agrees to use reasonable best efforts to promptly

notify all other parties hereto (and the Sponsor, as relevant) of any challenge to the qualification of the relevant portion of the transactions

contemplated by this Agreement for its Intended Tax Treatment by any Authority. None of the parties hereto shall (and none of the parties

hereto shall permit or cause any of their respective Affiliates, Subsidiaries or Representatives to) take or fail to take any action,

or become obligated to take or fail to take any action, which action or failure would reasonably be expected to prevent or impede the

transactions contemplated by this Agreement from qualifying for the Intended Tax Treatment. If the Company reasonably determines that

there is a significant risk that the Merger would not qualify for its respective Intended Tax Treatment, but would reasonably be expected

to so qualify if a second-step merger, undertaken as promptly as practicable following the Merger, of the Surviving Company into a limited

liability company that is disregarded as an entity separate from PubCo for U.S. federal income tax purposes were consummated in accordance

with Delaware Law (such second-step merger, the “Second Merger”), the Company shall notify and consult with Parent

in good faith promptly after such determination and, if Parent consents to such restructuring (such consent not to be unreasonably withheld,

conditioned or delayed; provided that, Parent shall not withhold consent if, in Parent’s reasonable judgement, such restructuring

would not have any material adverse effect on the economic, tax or other interests of Parent, the Parent Shareholders, the Sponsor, or

the direct or indirect owners of any of them and would not reasonably be expected to materially prejudice the legal or commercial position

of such Person) the Company and Parent shall work together in good faith and use commercially reasonable efforts to restructure the Transactions

to incorporate the Second Merger so that the Merger and the Second Merger, taken together, qualify for such Intended Tax Treatment. Each

of the parties acknowledges and agrees that each such party has had the opportunity to obtain independent legal and Tax advice with respect

to the transactions contemplated by this Agreement.

(b)

Notwithstanding anything to the contrary herein, if, in connection with the preparation and filing of the Registration Statement,

the Proxy Statement/Prospectus or Other Filings, the SEC requests or requires that a Tax opinion with respect to U.S. federal income

tax consequences of the Transactions be prepared and submitted in connection therewith, and if such a Tax opinion is being provided by

a Tax counsel, the parties hereto shall, and shall cause their Affiliates to, (i) reasonably cooperate in order to facilitate the issuance

of any such Tax opinion and (ii) deliver to such Tax counsel, to the extent requested by such counsel, customary Tax representation letters

reasonably satisfactory to such counsel and such party, dated and executed as of the date as determined reasonably necessary by such

counsel in connection with the preparation and filing of the Registration Statement, the Proxy Statement/Prospectus or Other Filings;

provided that, notwithstanding anything to the contrary in this Agreement, (A) nothing in this Agreement shall require (y) any

counsel or Tax advisor to the Company to provide an opinion with respect to any Tax matters relating to or affecting Parent or the Parent

Shareholders or (z) any counsel or Tax advisor to Parent or Merger Sub to provide an opinion with respect to any Tax matters relating

to or affecting the Company or the holders or beneficial owners of equity or other securities of the Company, including the Company Securityholders

and (B) no Party or their counsel or Tax advisors are obligated to provide any opinion that the relevant portions of the transactions

contemplated by this Agreement qualify for the Intended Tax Treatment (other than, to the extent required by the SEC, a customary opinion

regarding the U.S. federal income tax considerations of such transactions included in the Registration Statement, the Proxy Statement/Prospectus

or Other Filings as may be required to satisfy applicable rules and regulations promulgated by the SEC (and, for the avoidance of doubt

and solely to the extent necessary, the U.S. federal income tax considerations of such transactions included in the Registration Statement,

the Proxy Statement/Prospectus or Other Filings shall be revised by the applicable counsel or Tax advisor delivering such customary opinion

in order to enable such counsel or Tax advisor to deliver such customary opinion required by the SEC)); provided, further,

that for the avoidance of doubt, neither this Section 6.9(b) nor any other provision in this Agreement require the provision

of a Tax opinion by any party’s counsel or advisors that the relevant portions of the transactions contemplated by this Agreement

qualify for the Intended Tax Treatment to be a condition to Closing under Article IX (and no such opinion shall be treated as

an express condition precedent to the Closing).

(c)

Following the Closing, PubCo shall reasonably cooperate with the pre-Domestication equityholders of Parent to make available to

any such equityholder who reasonably requests information that is both reasonably available to or obtainable by PubCo and reasonably

necessary for such equityholder (or its direct or indirect owners) to compute any income or gain arising as a result of Parent’s

status as a “passive foreign investment company” within the meaning of Section 1297(a) of the Code for any taxable period

ending on or prior to the Closing Date (if applicable), including timely providing the necessary information to enable such holders to

make a “Qualifying Electing Fund” election under Section 1295 of the Code for such taxable period.

(d)

All Transfer Taxes will be borne by the party responsible therefor under applicable Law. After the Closing Date, the Surviving

Company will prepare and file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes that are required

to be filed by the Surviving Company or PubCo after the Closing Date. Each party hereto shall (and shall cause its Affiliates to) use

commercially reasonable efforts to provide certificates or forms, and timely execute any Tax Return, that are necessary or appropriate

to establish an exemption for (or reduction in) any Transfer Tax.

(e)

As soon as reasonably practicable after the execution of this Agreement, the Company shall instruct its legal counsel, advisors

and accountants to prepare and file with the ITA, an application for a ruling by the ITA in form and substance reasonably acceptable

to Parent confirming that no withholding of any Israeli Tax is required with respect to the portion of the Per Unit Merger Consideration

payable to Ultimate Holdings that is attributable to the direct or indirect equityholders of Ultimate Holdings who are not Israeli tax

residents and who do not maintain a permanent establishment or fixed base in Israel (such confirmation from the ITA, the “Non-Resident

Tax Certificate”). During the Interim Period, the Company and Ultimate Holdings shall each use reasonable best efforts to obtain

the Non-Resident Tax Certificate by promptly submitting any reasonably available information requested by the ITA and otherwise diligently

seeking the receipt of the Non-Resident Tax Certificate; provided that, for the avoidance of doubt, this Section 6.9(e)

shall not require the Company or Ultimate Holdings to deliver any information or other documentation if, in the Company’s reasonable

judgment, providing such information or documentation would subject the Company, Ultimate Holdings or any of their direct and indirect

equityholders to any material adverse effect on the economic, tax or other interest of such Person or would reasonably be expected to

materially prejudice the legal or commercial position of such Person; provided, further, that each of the Company and Ultimate Holdings

shall act, and shall cause its respective Affiliates to act, in good faith with respect to the application for and issuance of the Non-Resident

Tax Certificate and shall not, and shall cause its respective Affiliates not to, take or omit to take any action that would reasonably

be expected to (i) intentionally delay or (ii) otherwise impede or prevent issuance of the Non-Resident Tax Certificate.

6.10

PubCo Common Stock Financing Cooperation. During the Interim Period, Parent, on the one hand, and the Company, on the other

hand, shall, and shall cause each of their respective Subsidiaries and Affiliates to, work diligently and use collective commercially

reasonable efforts to locate and secure additional financing that, together with the Subscription Agreements for Equity Securities exchangeable

for PubCo Common Stock executed on or prior to the date hereof, will be sufficient to satisfy the condition in Section 9.3(i),

with such additional financing to be in the form of PubCo Common Stock, on terms and conditions substantially consistent, in all material

respects, with the Subscription Agreement, unless otherwise mutually agreed by each of Parent and the Company. In furtherance of

the foregoing, during the Interim Period, Parent, on the one hand, and the Company, on the other hand, shall, and shall cause each of

their respective officers, employees and advisers to, use commercially reasonable efforts to provide all customary cooperation and assistance

in connection with the arrangement of such financing in connection with the transactions contemplated hereby, including, without limitation,

using commercially reasonable efforts to furnish the financing sources with such financial and other pertinent information regarding

Parent, the Company and their respective Subsidiaries as may be reasonably requested to consummate such financing; provided, that

such requested cooperation and assistance does not unreasonably interfere with the ongoing business of Parent, the Company or any of

their respective Subsidiaries.

6.11

Litigation. During 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 Actions (including derivative claims) relating

to this Agreement, any Additional Agreement or any matters relating hereto or thereto (collectively, the “Transaction Litigation”)

commenced (or to such party’s knowledge threatened) against, in the case of Parent, any of Parent or any of its Representatives

(in their capacity as a Representative of Parent) or, in the case of the Company, the Company or any of its Representatives (in their

capacity as a Representative of the Company). Parent and the Company shall each (a) keep the other reasonably informed regarding any

Transaction Litigation, (b) give the other the opportunity to, at its own cost and expense, participate in (subject to a customary joint

defense agreement), but not control, 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 and (c) consider in good

faith the other’s advice with respect to any such Transaction Litigation. In no event shall (i) any of Parent or any of its Representatives

settle or compromise any Transaction Litigation without the Company’s prior written consent (such consent not to be unreasonably

withheld, conditioned or delayed) or (ii) the Company or any of its Representatives settle or compromise any Transaction Litigation without

Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

6.12

Sponsor Indemnification.

(a)

As set forth in that certain Administrative Services and Indemnification Agreement, dated October 23, 2024, by and among Parent,

Sponsor and Eagle Equity Partners, LLC (the “Sponsor Indemnification Agreement”), the Company, on behalf of itself

and the Israeli Subsidiary, acknowledges and agrees that Parent’s obligations to indemnify and hold harmless the Indemnitees (as

defined in the Sponsor Indemnification Agreement, which term includes the Sponsor, the “Sponsor Indemnitees”) expressly

survives the Closing and, subject to this Section 6.12, will be the obligations of (i) the Surviving Company following the Merger

Effective Time, and (ii) PubCo as of and following the Domestication Effective Time as the successor to Parent.

(b)

At the (i) Domestication Effective Time, PubCo shall, and (ii) Merger Effective Time, the Surviving Company shall, and shall cause

REDL Inc. and the Israeli Subsidiary to, assume all rights and obligations of Parent and its successors under all indemnification agreements

(including the Sponsor Indemnification Agreement) between Parent (or any of its successors) and any Person who is or was a director,

officer, principal, manager, partner, member, shareholder, control person, affiliate, agent, advisor, consultant or representative of

Parent or Sponsor (collectively, the “Parent Indemnitees”), in each case, that have either been (y) entered into prior

to the date hereof and set forth on Parent Schedule 6.12(b) or (z) are entered into after the date hereof in accordance with Section

6.1, which indemnification agreements (including the Sponsor Indemnification Agreement but only with respect to the indemnification,

exoneration, exculpation, advancement and expense reimbursement provisions therein) shall continue to be effective following the Closing.

(c)

With respect to each indemnification obligation contained in this Section 6.12, (i) in the event any damages, losses, out-of-pocket

expenses, liabilities, fines, claims, forfeitures, obligations, Taxes, judgments, interest, awards, penalties, fees, costs or expenses

that would be recoverable from any member of the Company Group pursuant to Sections 6.12(a) or 6.12(b) (collectively, “Losses”)

are recoverable under the Parent Insurance Polices or any other third-party insurance policy or any collateral sources, the Sponsor Indemnitees

and the Parent Indemnitees, as applicable, shall first pursue in good faith the recovery of such Losses under such Parent Insurance Policies

or other third-party insurance policy or from such collateral sources, and (ii) all such Losses shall be reduced by (A) any such insurance

proceeds actually received and (B) any amounts recovered from other collateral sources (such as reimbursement proceeds or contractual

indemnities of any Person which are contained outside of this Agreement) (it being agreed that if such proceeds actually recovered by

the Sponsor Indemnitees or the Parent Indemnitees subsequent to any member of the Company Group making an indemnification payment in

satisfaction of their applicable indemnification obligation, such proceeds shall be promptly remitted to such applicable member of the

Company Group to the extent such reduction of the Losses would have reduced any member of the Company Group’s indemnification obligations

pursuant to this Section 6.12).

ARTICLE VII

COVENANTS OF THE COMPANY

7.1

Commercially Reasonable Efforts to Obtain Consents. Notwithstanding the foregoing, in no event shall the Company be obligated

to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any Company Consent.

7.2

Requisite Company Member Approval. The Company shall ensure that, as promptly as reasonably practicable following the execution

of this Agreement (and in any event within two (2) Business Days from the date of this Agreement), a member written consent in substantially

the form attached hereto as Exhibit A (the “Company Member Written Consent”), duly executed and delivered by

Ultimate Holdings, in compliance with the applicable provisions of the DLLCA and the Organizational Documents of the Company, be delivered

to Parent.

7.3

Terminating Contracts. The Company shall terminate all Terminating Contracts at or prior to the Closing.

7.4

Company Recapitalization. The Company shall use its reasonable best efforts to effectuate the Company Recapitalization.

ARTICLE VIII

COVENANTS OF Parent

8.1

Stock Exchange Listing. Parent shall use its reasonable best efforts to cause (a) Parent’s initial listing application

with the Stock Exchange in connection with the Transactions to have been approved; (b) all applicable initial and continuing listing

requirements and reporting obligations of the Stock Exchange to be satisfied; and (c) the PubCo Common Stock to be issued as Aggregate

Merger Consideration to be approved for listing on Stock Exchange, 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 Merger Effective Time.

8.2

Equity Incentive Plan. In connection with the consummation of the Transactions, Parent shall approve and adopt a customary

incentive equity plan in form and substance mutually agreed by Parent and the Company (which shall include an Israeli sub plan to be

adopted by Parent and duly submitted to the ITA) (the “PubCo Equity Incentive Plan”) that shall have such number of

shares available for issuance equal to ten percent (10%) of the PubCo Common Stock on a fully-diluted basis 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 PubCo Equity Incentive Plan equal to five percent (5%) of the PubCo Common

Stock on a fully-diluted basis. For the avoidance of doubt, none of the equity awards or PubCo Common Stock to be issued under the PubCo

Equity Incentive Plan will result in any deduction to the Equity Value.

8.3

Employee Stock Purchase Plan. In connection with the consummation of the Transactions, Parent shall approve and adopt a

customary employee stock purchase plan in form and substance mutually agreed by Parent and the Company (the “PubCo Employee

Stock Purchase Plan”). For the avoidance of doubt, none of the equity awards or PubCo Common Stock to be issued under the PubCo

Employee Stock Purchase Plan will result in any deduction to the Equity Value.

8.4

Trust Account. Parent shall take all actions required to cause the funds in the Trust Account to be disbursed in accordance

with the Trust Agreement, including for the payment of (a) all amounts payable to public shareholders of Parent in connection with the

Redemption and any other redemption conducted in accordance with the Parent Articles prior to the Closing (together, the “Parent

Redemption Amount”), (b) deferred underwriting compensation and the other Transaction Expenses to the third parties to which

they are owed, and (c) after giving effect to the payments in the foregoing clauses (a) through (b), the remaining monies in the Trust

Account, if any, to PubCo. Upon the disbursement of all funds in the Trust Account in accordance with the foregoing clauses (a) through

(c), the Trust Agreement will terminate in accordance with its terms.

8.5

PIPE Investment. Parent has delivered to the Company true, correct and complete copies of the Subscription Agreements entered

into by Parent and the PIPE Investors. With respect to each such PIPE Investor, the Subscription Agreement with such PIPE Investor is

in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and to the Knowledge

of Parent no withdrawal, termination, amendment or modification is contemplated by any PIPE Investor. Each Subscription Agreement is

a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, each PIPE Investor. Each such Subscription Agreement

provides that the Company is a third-party beneficiary thereunder, entitled to enforce such agreements against the PIPE Investor. As

of the date hereof, Parent does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions

set forth in any Subscription Agreement not being satisfied, or the PIPE Investment not being consummated. No event has occurred that,

with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any material term or

condition of any such Subscription Agreement and, as of the date hereof, Parent has no reason to believe that it will be unable to satisfy,

in all material respects on a timely basis, any term or condition of closing to be satisfied by it contained in any such Subscription

Agreement. Such Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement

or the Additional Agreements) to the obligations of the PIPE Investors to contribute to Parent the applicable portion of the aggregate

PIPE Investment set forth in such Subscription Agreements on the terms therein. Parent shall use its reasonable best efforts to take,

or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to satisfy the conditions to

closing contained in the Subscription Agreements relating to the PIPE Investment and to consummate the transactions contemplated thereby

immediately prior to or substantially concurrent with the Closing. Parent shall not amend or waive any material term of or terminate

any Subscription Agreement without the written consent of the Company. Without limiting the generality of the foregoing, Parent shall

give the Company prompt written notice of (a) of any breach or default (or any event or circumstance that, with or without notice, lapse

of time or both, could give rise to any breach or default) by any party to any Subscription Agreement known to Parent, (b) of the receipt

of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential,

threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement

or any provisions of any Subscription Agreement and (c) if Parent does not expect to receive all or any portion of the PIPE Investment

on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements. Parent shall deliver all notices

it is required to deliver under the Subscription Agreements on a timely basis and shall take all actions required under any Subscription

Agreements with respect to the timely issuance and delivery of any physical certificates evidencing the securities of PubCo as and when

required under any such Subscription Agreement.

8.6

Adoption of Registration Statement. Within one (1) Business Day of the Closing Date, if reasonably necessary or required,

PubCo, as the successor to the pre-Domestication Parent, shall file a post-effective amendment to the Registration Statement pursuant

to Rule 414(d) of the Securities Act.

8.7

Section 16 Matters. Prior to the Domestication 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 Parent Ordinary Shares or acquisitions of PubCo Common Stock (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 be or is reasonably

expected to become subject to the reporting requirements of Section 16 of the Exchange Act to be

an exempt disposition or exempt acquisition pursuant to Rule 16b-3 promulgated under the Exchange Act.

8.8

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

ARTICLE IX

CONDITIONS TO CLOSING

9.1

Conditions to the Obligations of the Parties. The obligations of each of the parties hereto to consummate the Transactions

are subject to the satisfaction of all of the following conditions at or prior to the Domestication Effective Time (or, with respect

to the condition in Sections 9.1(a), at or prior to the Merger Effective Time), any one or more of which may be waived (where

permissible) in writing by both Parent (on behalf of itself and Merger Sub) and the Company:

(a)

No Prohibition. No Authority having competent jurisdiction over the parties hereto with respect to the Transactions shall

have enacted, issued, promulgated, enforced or entered any Law or Order that is in effect which has the effect of making the Transactions

illegal or otherwise permanently restraining, enjoining, or prohibiting consummation of the Transactions.

(b)

Registration Statement. The Registration Statement shall have become effective under the Securities Act and no stop order

suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been

initiated or threatened by the SEC and not withdrawn.

(c)

Requisite Parent Shareholder Approval. The Requisite Parent Shareholder Approval shall have been obtained and remain in

full force and effect.

(d)

Requisite Company Member Approval. The Requisite Company Member Approval shall have been obtained and remain in full force

and effect.

(e)

Stock Exchange Listing. Parent’s initial listing application with Stock Exchange in connection with the Transactions

shall have been approved and the PubCo Common Stock to be issued in connection with this Agreement, including the Aggregate Merger Consideration

and shares of PubCo Common Stock to be issued pursuant to or upon the conversion of the PIPE Investment, shall have been approved for

listing on Stock Exchange, subject to official notice of issuance.

(f)

Regulatory Approvals. The waiting period or required approval applicable to the Transactions under the HSR Act and any

other Antitrust Laws, in each case of the jurisdictions set forth on Company Schedule 9.1(f) (collectively, the “Regulatory

Approvals”) will each have expired or been received.

9.2

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Transactions

are subject to the satisfaction of all the following further conditions any one or more of which may be waived (where permissible) in

writing by Parent (in its sole and absolute discretion):

(a)

Agreements and Covenants. 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 at or prior to the Closing.

(b)

Representations and Warranties.

(i)

The representations and warranties of the Company contained in this Agreement, other than the Company Fundamental Representations

and the representations and warranties set forth in Section 4.5 (Capitalization), shall be true and correct in all respects

(disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) at and as of the

Closing Date, as if made as of such date and time, except (A) 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, (B)

for changes contemplated by this Agreement and (C) for any failures of such representations and warranties to be so true and correct

(disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) that would not,

individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

(ii)

The Company Fundamental Representations shall be true and correct in all material respects (disregarding all qualifications and

exceptions contained therein relating to materiality or Material Adverse Effect) at and as of the Closing Date, as if made as of such

date and time, except (A) 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, and (B) for changes contemplated by this

Agreement.

(iii)

The representations and warranties set forth in Section 4.5 (Capitalization) shall be true and correct (disregarding

all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) at and as of the Closing Date,

as if made as of such date and time, except (A) 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, (B) for changes contemplated

by this Agreement, and (C) for de minimis inaccuracies.

(c)

Officer’s Certificate. Parent shall have received a certificate signed by the Chief Executive Officer or the Chief

Financial Officer of the Company certifying the accuracy of clauses (a), (b) and (f) of this Section 9.2.

(d)

A&R Registration Rights Agreement. Ultimate Holdings shall have executed the A&R Registration Rights Agreement.

(e)

Lock-Up Agreement. Ultimate Holdings shall have duly executed and delivered to Parent the Lock-Up Agreement.

(f)

No Material Adverse Effect. There shall not have occurred a Material Adverse Effect since the date hereof that remains

as of the Closing.

(g)

Termination of Certain Contracts. The Company shall have delivered to Parent evidence, in form and substance reasonably

acceptable to Parent, that each of the Terminating Contracts has been terminated effective as of immediately prior to the Merger Effective

Time.

(h)

Employment Agreements. The Company shall have delivered to Parent duly executed Executive Employment Agreements, in form

and substance mutually agreed by the Company, Parent and the relevant employees (as applicable).

(i)

Company Recapitalization. The Company Recapitalization shall have been consummated.

(j)

Certificate and Notice. The Company shall have delivered to Parent the certificate and notice described in Section 3.7.

9.3

Conditions to Obligations of the Company. The obligation of the Company to consummate the Transactions is subject to the

satisfaction of all of the following further conditions any one or more of which may be waived (where permissible) in writing by the

Company (in its sole and absolute discretion):

(a)

Agreements and Covenants. Parent and Merger Sub shall each have duly performed or complied with, in all material respects,

all of its obligations hereunder and under the Additional Agreements (including, for the avoidance of doubt, the Sponsor Support Agreement)

required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) at or prior

to the Closing.

(b)

Representations and Warranties.

(i)

The representations and warranties of Parent and Merger Sub contained in this Agreement, other than the Parent Fundamental Representations,

shall be true and correct (disregarding all qualifications and exceptions contained therein relating to materiality or “material

adverse effect”) at and as of the Closing Date, as if made at and as of such date and time, except (A) 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, (B) for changes contemplated by this Agreement and (C) for any failures of such representations and warranties

to be so true and correct (disregarding all qualifications and exceptions contained therein relating to materiality or “material

adverse effect”) that would not individually or in the aggregate have or reasonably be expected to have a material adverse effect

on Parent’s ability to consummate the Transactions.

(ii)

The Parent Fundamental Representations shall be true and correct in all material respects (disregarding all qualifications and

exceptions contained therein relating to materiality or “material adverse effect”) at and as of the Closing Date, as if made

as of such date and time, except (A) 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 and (B) for changes contemplated

by this Agreement.

(c)

Officer’s Certificate. The Company shall have received a certificate signed by an authorized officer of Parent certifying

the accuracy of clauses (a), (b), and (d) of this Section 9.3.

(d)

PubCo COI. The PubCo COI shall have been filed with, and declared effective by, the Delaware Secretary of State.

(e)

A&R Registration Rights Agreement. Sponsor and Parent shall have executed the A&R Registration Rights Agreement.

(f)

Nomination Agreement. PubCo shall have duly executed the Nomination Agreement.

(g)

Lock-Up Agreement. Parent shall have duly executed and delivered to Ultimate Holdings the Lock-Up Agreement.

(h)

Minimum Aggregate Parent Convert Closing Cash. The Aggregate Parent Convert Closing Cash shall be greater than $250,000,000

(the “Minimum Cash Threshold”).

(i)

Minimum Aggregate Parent Common Closing Cash. The Aggregate Parent Common Closing Cash shall be equal to or greater than

$100,000,000.

(j)

Merger Sub CTB. Parent or Merger Sub shall have delivered to the Company a copy of the Merger Sub CTB.

(k)

PubCo Board. The size and composition of the PubCo Board of Directors shall be as set forth in Section 2.4(b)(i).

(l)

Domestication. The Domestication shall have been consummated.

(m)

Non-Resident Tax Certificate. Ultimate Holdings shall have received a Non-Resident Tax Certificate.

9.4

Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no party hereto may rely on the failure

of any condition set forth in this ARTICLE IX to be satisfied if such failure was caused by the breach by such party of any of

its representations, warranties, covenants or agreements contained in this Agreement or the failure of such party or its Affiliates to

use, as required by this Agreement, its reasonable best efforts to consummate the Transactions.

9.5

Waiver of Conditions. Upon the occurrence of the Closing, any condition set forth in this ARTICLE IX that was not

satisfied as of the Closing shall be deemed to have been waived as of and from the Closing.

ARTICLE X

TERMINATION

10.1

Termination Without Default.

(a)

In the event that the Closing has not occurred by the date that is nine (9) months following the date hereof (the “Outside

Closing Date”), then each of Parent and the Company shall have the right, at its sole option, to terminate this Agreement without

liability to the other party; provided, that, in the event that, as of the date that is eight (8) months following the date hereof,

Aggregate Parent Common Committed Cash is less than $100,000,000 (which, for the avoidance of doubt, is not subject to cure), the Company

shall have the right, at its sole option, to terminate this Agreement without liability to any 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; provided,

however, that (i) if (A) either the Company or Parent has received a notice of breach pursuant to Section 10.2(a) or Section

10.2(b)(i), as applicable, and such breach is curable within thirty (30) days following receipt of such notice, in the event such

thirty (30)-day cure period would expire after the Outside Closing Date, the Outside Closing Date shall be automatically extended to

the first Business Day following such thirty (30)-day cure period, (B) Parent has received notice of an anticipated shortfall pursuant

to Section 10.2(b)(ii), in the event the thirty (30)-day period for Parent to secure commitments for the funding of an additional

amount of cash to satisfy the Minimum Cash Threshold pursuant to Section 10.2(b)(ii) would expire after the Outside Closing Date,

the Outside Closing Date shall be automatically extended to the first Business Day following such thirty (30)-day cure period or (C)

any Action for specific performance or other equitable relief with respect to this Agreement, any Additional Agreement or otherwise with

respect to the Transactions is commenced or pending on or before the Outside Closing Date, then the Outside Closing Date shall be automatically

extended to the date that is thirty (30) days following the date on which a final, non-appealable Order has been entered with respect

to such Action), and (ii) the right to terminate this Agreement under this Section 10.1(a) shall not be available if the breach

of any representation or warranty or failure by the party seeking to terminate this Agreement to fulfill any obligation under this Agreement

has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before the Outside Closing Date.

(b)

In the event an Authority shall have issued an Order or enacted a Law, having the effect of making the Transactions illegal or

permanently restraining, enjoining or otherwise prohibiting the Transactions, which Order or Law is final and non-appealable, Parent

or the Company shall have the right, at its sole option, at any time prior to the Closing to terminate this Agreement without liability

to the other party by giving written notice to such other party; provided, however, that the right to terminate this Agreement

under this Section 10.1(b) shall not be available if the breach of any representation or warranty or failure by the party seeking

to terminate this Agreement to fulfill any obligation under this Agreement has been the primary cause of, or primarily resulted in, such

Law or Order.

(c)

This Agreement may be terminated at any time prior to the Closing by the written consent of the Company and Parent.

(d)

This Agreement may be terminated at any time prior to the Domestication by the Company or Parent by written notice to the other

party if the Parent Shareholder Approvals are not obtained at the Parent Shareholder Meeting (subject to any adjournment or postponement

thereof in accordance with Section 6.4); provided, however, that the right to terminate this Agreement under this

Section 10.1(d) shall not be available to Parent if Parent is in material breach of Section 6.4.

10.2

Termination Upon Default.

(a)

Parent may terminate this Agreement by giving written notice to the Company at any time prior to the Domestication, without prejudice

to any rights or obligations Parent or Merger Sub may have, if: (i) (A) the Company shall have breached any of its representations, warranties,

agreements or covenants contained herein which has rendered or would reasonably be expected to render the satisfaction of any of the

conditions set forth in Section 9.1 or Section 9.2 impossible and (B) such breach cannot be cured or is not cured within

thirty (30) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such

breach; or (ii) the Company Member Written Consent is not obtained or is not delivered to Parent within two (2) Business Days in accordance

with Section 7.2; provided, however, that the right to terminate this Agreement under this Section 10.2(a)

shall not be available if the breach of any representation or warranty failure by Parent to fulfill (or any non-compliance with or violation

of) any obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur

on or before the Outside Closing Date.

(b)

The Company may terminate this Agreement by giving written notice to Parent at any time prior to the Domestication, without prejudice

to any rights or obligations the Company may have, if: (i) (A) Parent shall have breached any of its representations, warranties, agreements

or covenants contained herein, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions

set forth in Section 9.1 or Section 9.3 impossible and (B) such breach cannot be cured or is not cured within thirty (30)

days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach or (ii)

if (x) the Company reasonably believes, upon its receipt of Tangible Evidence, that the Aggregate Parent Convert Closing Cash is not

reasonably expected to meet or exceed the Minimum Cash Threshold and (y) within thirty (30) days following receipt by Parent of a written

notice from the Company describing such anticipated shortfall in reasonable detail, Parent has failed to secure commitments for the funding

of an additional amount of cash to satisfy the Minimum Cash Threshold; provided, however, that the right to terminate this

Agreement under this Section 10.2(b) shall not be available if the breach of any representation or warranty failure by the Company

to fulfill any obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to

occur on or before the Outside Closing Date.

10.3

Effect of Termination. If this Agreement is terminated pursuant to this ARTICLE X, this Agreement shall become void

and be of no further force or effect, without any liability on the part of any party hereto (or any shareholder, director, officer, employee,

Affiliate, agent, consultant or Representative of such party) to any other party hereto or any other Person; provided that, no

such termination shall relieve any party from liability arising out of or incurred as a result of the willful breach by such party of

this Agreement or such party’s Fraud occurring prior to such termination, in which case such party shall be fully liable for any

and all liabilities and damages incurred or suffered by each other party as a result of such breach or Fraud. The provisions of Section

6.7 (Confidentiality), Section 6.8 (Directors’ and Officers’ Indemnification and Liability Insurance),

Section 6.12 (Sponsor Indemnification), this Section 10.3 (Effect of Termination), and ARTICLE XI (Miscellaneous),

and any other Section or Article of this Agreement which is required to survive in order to give appropriate effect to Section 6.7

(Confidentiality), Section 6.8 (Directors’ and Officers’ Indemnification and Liability Insurance), this

Section 10.3 (Effect of Termination), and ARTICLE XI (Miscellaneous), including the definitions set forth in

ARTICLE I, 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 or recognized courier service, by 5:00 PM on a Business Day, addressee’s day and time, on the date of delivery, and otherwise

on the first Business Day after such delivery; (b) if by email, on the date of transmission (provided no transmission error occurs);

or (c) three (3) days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective

parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a party shall specify to

the others in accordance with these notice provisions:

if to Ultimate Holdings or

the Company (or, following the Closing, the Surviving Company or PubCo), to:

c/o AE Industrial Partners, LP

6700 Broken Sound Parkway NW

Boca Raton, FL 33487

Attention:

E-mail:

with a copy (which shall

not constitute notice) to:

Kirkland & Ellis LLP

830 Brickell Plaza

Miami, FL 33131

Attention:

E-mail:

and:

Kirkland & Ellis LLP

333 West Wolf Point Plaza

Chicago, Illinois 60654

Attention:

E-mail:

if to Parent or Merger Sub:

Bold Eagle Acquisition Corp.

955 Fifth Avenue

New York, NY 10075

Attention:

E-mail:

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

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

Attention:

E-mail:

11.2

Amendments; No Waivers; Remedies.

(a)

This Agreement cannot be amended, except by a writing signed by each party hereto, 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 hereto from enforcing any right or remedy or from requiring

satisfaction of any condition. No notice to or demand on a party hereto 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.

(c)

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 any party hereto, and the exercise by a party hereto of any one remedy

will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage for which monetary damages, even

if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform 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)

or any Additional Agreement in accordance with their specific terms or otherwise breach such provisions. It is accordingly agreed that,

prior to the valid termination of this Agreement, the parties hereto 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 hereto agrees that it will not oppose the granting of an injunction or injunctions,

specific performance or other equitable relief on the basis that the other parties hereto have an adequate remedy at law or an award

of specific performance is not an appropriate remedy for any reason at law or equity. Each of the parties hereto agrees that the right

to an injunction or injunctions, specific performance or other equitable relief is an integral part of the Transactions, and without

such right, the parties hereto would not have entered into this Agreement.

(d)

Notwithstanding anything to the contrary contained herein, no party hereto shall seek, nor shall any party hereto 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. Each party hereto expressly represents and warrants to the

other parties that before executing this Agreement, such party has fully informed itself of the terms, contents, conditions and effects

of this Agreement, such party has relied solely and completely upon its own judgment in executing this Agreement and such party has had

the opportunity to seek and has obtained the advice of counsel before executing this Agreement, which has been negotiated at arm’s-length

by and among the parties hereto and their respective counsel. 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 hereto 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, and the Agreement shall be deemed drafted jointly by the parties hereto.

11.4

Publicity. Except as set forth in this Agreement, required by applicable Law or applicable Stock Exchange rules and except

with respect to the Additional Parent SEC Documents, the parties hereto agree that neither they nor their respective Representatives

shall issue any press release or make any other public disclosure concerning the Transactions without the prior written approval of the

other parties hereto. If a party hereto is required to make such a disclosure as required by applicable Law or applicable stock exchange

rules, the party making such determination will, if practicable in the circumstances, use reasonable best efforts to obtain the written

consent of the other parties prior to such disclosure; provided, however, that the foregoing shall not prohibit (a) the

Company Group from communicating with third parties to the extent necessary for the purpose of seeking any Company Consents set forth

on Company Schedule 7.1 or (b) each party hereto and its Affiliates from making announcements regarding the status and terms (including

price terms) of this Agreement and the Transactions to their respective directors, managers, officers, employees, direct and indirect

current or prospective limited partners and investors or otherwise in the ordinary course of their respective businesses, in each case,

so long as such recipients are obligated to keep such information confidential.

11.5

Expenses. Except as otherwise set forth herein, the payment of any filing fees with the SEC relating to the Offer Documents

shall be borne equally by the Company and Parent. If the Closing does not take place, each party hereto shall be responsible for its

own expenses and fees incurred in connection with the negotiation and execution of this Agreement and the Additional Agreements or the

pursuit or consummation of the Transactions.

11.6

No Assignment or Delegation. No party hereto 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 parties. Any purported assignment or delegation

without such consent shall be null and void, ab initio.

11.7

Governing Law. This Agreement, and all claims or Actions based upon, arising out of, or related to this Agreement, the

Additional Agreements or the Transactions, shall be construed in accordance with and governed by the Laws of the State of Delaware, without

giving effect to the conflict of laws principles or other rules that would result in the application of the Laws of a different jurisdiction

(except that the Laws of the Cayman Islands shall also apply to the Domestication).

11.8

Waiver of Jury Trial. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE OUT OF, OR WITH RESPECT

TO, THIS AGREEMENT OR THE TRANSACTIONS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH HEREBY WAIVES, TO THE

FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING (A) ARISING UNDER THIS AGREEMENT OR UNDER ANY ADDITIONAL

AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT

OR ANY ADDITIONAL 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. EACH PARTY HERETO HEREBY AGREES AND CONSENTS THAT ANY SUCH PROCEEDING SHALL BE DECIDED BY COURT

TRIAL WITHOUT A JURY AND THAT THE PARTIES HERETO 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 HERETO CERTIFIES AND ACKNOWLEDGES

THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD

NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS

OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT

BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.8.

11.9

Submission to Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction

of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware does not have jurisdiction, a federal

court sitting in Wilmington, Delaware) (or any appellate courts thereof), for the purposes of any Action (a) arising under this Agreement

or under any Additional Agreement or (b) in any way connected with or related or incidental to the dealings of the parties hereto in

respect of this Agreement or any Additional Agreement or any of the Transactions and waives any objection to the laying of venue of any

such Action in any such court, and further 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 hereto 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 Additional Agreement or (ii)

in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any Additional

Agreement or any of the Transactions, (A) any claim that it is not personally subject to the jurisdiction of the courts as described

in this Section 11.9 for any reason, (B) any claim 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) any claim 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 hereto 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. Each party hereto further

agrees (1) not to commence any Action or other proceeding arising out of this Agreement, any Additional Agreement or the Transactions

other than in any such court, and (2) that a final judgement in any such Action or other proceeding shall be conclusive and may be enforced

in other jurisdictions by suit or judgment or in any other manner provided by Law.

11.10

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 hereto of

an executed counterpart or the earlier delivery to each party hereto of original, photocopied, or electronically transmitted (including

scanned .pdf image) signature pages that together (but need not individually) bear the signatures of all other parties hereto.

11.11

Entire Agreement. This Agreement, together with the Additional Agreements, sets forth the entire agreement of the parties

hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements

related thereto (whether written or oral). No provision of this Agreement or any Additional 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 Additional Agreement, there is no condition precedent to the effectiveness of any provision hereof or thereof.

11.12

Severability. A determination by a court or other legal authority that any provision of this Agreement is legally invalid

shall not affect the validity or enforceability of any other provision hereof, which other provisions shall remain in full force and

effect so long as the economic or legal substance of the Transactions are not affected in any manner materially adverse to any party

hereto. In the event of such determination, the parties hereto shall negotiate in good faith to modify (or cause such court or other

legal authority to modify) the Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable

manner in order that the Transactions are consummated as originally contemplated to the greatest extent possible.

11.13

Further Assurances. Each party hereto 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.

11.14

Third Party Beneficiaries. Except for the rights of Persons pursuant to the provisions of Sections 3.3 (Sponsor

Earn-Out Consideration), 6.8 (Directors’ and Officers’ Indemnification and Liability Insurance), 11.16

(Non-Recourse), 11.19 (Conflicts and Privilege) (which will be for the benefit of the Persons set forth therein),

neither this Agreement nor any provision hereof confers any benefit or right upon or may be enforced by any Person not a signatory hereto.

11.15

Trust Account Waiver. Reference is made to the final prospectus of Parent, dated October 23, 2024 (the “IPO Prospectus”).

The Company has read the IPO Prospectus and understands that 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 its Affiliates and its and their Representatives, hereby (a) agrees that it does not now and shall not at any time hereafter

have any right, title, interest or claim of any kind in or to any monies in the Trust Account as a result of, or arising out of, any

negotiations, Contracts or agreements with Parent regardless of whether such claim arises based on contract, tort, equity or any other

theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”),

(b) irrevocably waives any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising

out of, the Subscription Agreement, and (c) agrees that it will not seek recourse against the Trust Account for any reason. Notwithstanding

the foregoing, nothing in this Agreement shall serve to limit or prohibit the Company’s right to pursue a claim against Parent

or Merger Sub for legal relief against monies or other assets held outside the Trust Account for specific performance or other equitable

relief in connection with the consummation of the Transactions, so long as such claim would not adversely affect Parent’s ability

to fulfill its obligation to effectuate the Redemption. The Company’s right pursuant to the preceding sentence shall include the

right to bring a claim for Parent to specifically perform its obligations under this Agreement upon the occurrence of the Closing with

respect to the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Redemptions) to the

Company in accordance with the terms of this Agreement and the Trust Agreement. Nothing in this Section 11.15 shall serve to limit

or prohibit any claims that the Company may have in the future against Parent’s or Merger Sub’s assets or funds that are

not held in the Trust Account (including any funds that have been released from the Trust Account to Parent and any assets that have

been purchased or acquired with any such funds). This section will survive the termination of this Agreement for any reason.

11.16

Non-Recourse. This Agreement and the provisions of any Additional Agreements may be enforced only against, and any dispute,

claim or controversy based upon, arising out of or related to this Agreement, the Additional Agreements or the Transactions may be brought

only against, the entities that are expressly named as parties hereto and thereto and then only with respect to the specific obligations

set forth in this Agreement or such Additional Agreement, as applicable, with respect to such party. No Person who is not named party

to this Agreement or such Additional Agreement, as applicable, including any past, present or future director, officer, employee, incorporator,

member, partner, shareholder, 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 11.16) 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, any Additional Agreement or the Transactions,

and each party hereto waives and releases all such liabilities, claims and obligations against any such Persons.

11.17

Non-Survival of Representations and Warranties. Except as otherwise set forth in Section 10.3, none of the representations,

warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant

to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements

and other provisions, shall survive the Closing (and there shall be no liability after the Closing in respect thereof), except for (a)

those covenants and agreements contained herein that by their terms expressly apply in whole or in part at or after the Closing, and

then only with respect to any breaches occurring at or after the Closing, and (b) as applicable, this ARTICLE XI. Nothing in this Section

11.17 shall limit a party’s right to bring a claim (and, if successful, recover damages) for Fraud (to the extent such Fraud

cannot be waived as a matter of Delaware public policy with respect to contracts as contemplated by Abry Partners V, L.P. v. F&W

Acquisition LLC, 891 A.2d 1032 (Del. Ch. 2006)) in accordance with the terms and conditions of this Agreement.

11.18

No Other Representations; No Reliance; Exclusive Remedy.

(a)

NONE OF THE COMPANY GROUP, ANY COMPANY SECURITYHOLDER NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR AFFILIATES HAS MADE ANY REPRESENTATIONS

OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY GROUP OR THE BUSINESS, INCLUDING THE EQUITY INTERESTS,

ASSETS OR CONDITION OF THE COMPANY GROUP OR BUSINESS, AS APPLICABLE, OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY

THIS AGREEMENT OR ANY ADDITIONAL AGREEMENT, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES OF THE COMPANY EXPRESSLY SET FORTH IN ARTICLE

IV, IN EACH CASE, AS MODIFIED BY THE COMPANY SCHEDULES, AND THE COMPANY HEREBY EXPRESSLY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS

OR WARRANTIES. Without limiting the generality of the foregoing, each of Parent and Merger Sub, on its own behalf and on behalf of its

respective Representatives and Affiliates, acknowledges and agrees that none of the Company, any Company Securityholder or any of their

respective Representatives or Affiliates 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 and Affiliates, 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, 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 Additional Agreements

or the Transactions, in each case except to the extent expressly set forth in the representations and warranties of the Company set forth

in ARTICLE IV as modified by the Company Schedules. It is understood that any forecasts, plans or budgets of future revenues,

expenses or expenditures, 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, and any other information relating to the future

or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of the Company Group

made available by the Company Group, any Company Securityholder or their respective Representatives or Affiliates are not and shall not

be deemed to be or to include representations or warranties of the Company or any Company Securityholder, 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 Additional Agreements and

the Transactions, in each case except to the extent expressly set forth in the representations and warranties of the Company set forth

in ARTICLE IV, in each case, as modified by the Company Schedules. Except for the specific representations and warranties expressly

made by the Company in ARTICLE IV, in each case as modified by the Company Schedules: (i) each of Parent and Merger Sub acknowledges

and agrees that: (A) neither the Company, the Company Securityholders nor any of their respective Representatives or Affiliates 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 Affiliates or made available to Parent and its Representatives or Affiliates

in any “data rooms,” “virtual data rooms,” management presentations or any other form in expectation of, or in

connection with, the Transactions, or in respect of any other matter or thing whatsoever; and (B) no Representative or Affiliate of any

Company Securityholder 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; (ii) Parent 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 Securityholders and the Company have specifically disclaimed and do hereby specifically disclaim any such

other representation or warranty made by any Person; and (iii) none of the Company, the Company Securityholders nor any other Person

shall have any liability to Parent or any other Person with respect to any such other representations or warranties. In furtherance of

the foregoing, each of Parent and Merger Sub, on its own behalf and on behalf of its respective Affiliates, acknowledges and agrees that

(y) each of Parent and Merger Sub has conducted, to its satisfaction, an independent investigation of the financial condition and position,

results of operations, assets, liabilities, properties and projected operations of the Company Group and the Business prior to making

their determination to proceed with the Transactions and has completed such investigations of the Company Group and the Business as it

deems necessary and appropriate, and (z) has received all of the information that it has requested from the Company in connection with

the execution and delivery of this Agreement and the other Additional Agreements and the consummation of the Transactions.

(b)

NONE OF PARENT, MERGER SUB, SPONSOR OR ANY OTHER HOLDERS OF EQUITY INTERESTS OF PARENT OR MERGER SUB, NOR ANY OF THEIR RESPECTIVE

REPRESENTATIVES OR AFFILIATES HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO PARENT

OR MERGER SUB OR THEIR RESPECTIVE BUSINESSES, INCLUDING THE EQUITY INTERESTS, ASSETS OR CONDITION OF PARENT OR MERGER SUB, AS APPLICABLE,

OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY ADDITIONAL AGREEMENT, OTHER THAN THOSE REPRESENTATIONS

AND WARRANTIES OF PARENT AND MERGER SUB EXPRESSLY SET FORTH IN ARTICLE V, IN EACH CASE, AS MODIFIED BY THE PARENT SCHEDULES, AND

EACH OF PARENT AND MERGER SUB HEREBY EXPRESSLY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. Without limiting the generality

of the foregoing, the Company, on its own behalf and on behalf of its respective Representatives and Affiliates, acknowledges and agrees

that none of Parent, Merger Sub, Sponsor nor any other holders of Equity Interests of Parent or Merger Sub nor any of their respective

Representatives or Affiliates has made, and shall not be deemed to have made, any representations or warranties in the materials relating

to Parent or Merger Sub made available to the Company and its Representatives or Affiliates, including due diligence materials, or in

any presentation of the business of Parent or Merger Sub made by management of Parent or Merger Sub or others in connection with the

Transactions, 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 in executing, delivering and performing this Agreement, the

Additional Agreements or the Transactions, in each case except to the extent expressly set forth in the representations and warranties

of Parent and Merger Sub set forth in ARTICLE V as modified by the Parent Schedules. It is understood that any forecasts, plans

or budgets of future revenues, expenses or expenditures, 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, and any other information

relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities

of Parent and Merger Sub made available by Parent, Merger Sub, Sponsor or any other holders of Equity Interests of Parent or Merger Sub

or their respective Representatives or Affiliates are not and shall not be deemed to be or to include representations or warranties of

Parent, Merger Sub, Sponsor or any other holders of Equity Interests of Parent or Merger Sub, and are not and shall not be deemed to

be relied upon by the Company in executing, delivering and performing this Agreement, the Additional Agreement and the Transactions,

in each case except to the extent expressly set forth in the representations and warranties of Parent and Merger Sub set forth in ARTICLE

V, in each case, as modified by the Parent Schedules. Except for the specific representations and warranties expressly made by Parent

and Merger Sub in ARTICLE V, in each case as modified by the Parent Schedules: (i) the Company acknowledges and agrees that: (A)

none of Parent, Merger Sub, Sponsor nor any other holders of Equity Interests of Parent or Merger Sub nor any of their respective Representatives

or Affiliates is making or has made any representation or warranty, express or implied, at law or in equity, in respect of Parent or

Merger Sub or 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 or its Representatives or Affiliates or

made available to the Company and its Representatives or Affiliates in any “data rooms,” “virtual data rooms,”

management presentations or any other form in expectation of, or in connection with, the Transactions, or in respect of any other matter

or thing whatsoever; and (B) no Representative or Affiliate of Parent, Merger Sub, Sponsor or any other holders of Equity Interests 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; (ii) 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, Merger Sub, Sponsor and the other holders of Equity Interests of Parent and Merger Sub have specifically disclaimed and

do hereby specifically disclaim any such other representation or warranty made by any Person; and (iii) none of Parent, Merger Sub, Sponsor

nor any other holders of Equity Interests of Parent or Merger Sub nor any other Person shall have any liability to the Company or any

other Person with respect to any such other representations or warranties.

(c)

From and after (a) the date hereof until the Closing, Parent and its Non-Recourse Parties’ sole and exclusive remedy against

the Company Group and each of its respective Non-Recourse Parties, whether in any individual, corporate or any other capacity, with

respect to any and all claims relating (directly or indirectly) to the subject matter of this Agreement or the Transactions, regardless

of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether

at law or in equity, or otherwise, shall be solely pursuant to the provisions of Section 10.1 or Section 11.2 in accordance

with the terms hereof, and (b) the Closing, Parent’s and its Non-Recourse Parties’ sole and exclusive remedy against the

Company Group and each of its respective Non-Recourse Parties, whether in any individual, corporate or any other capacity, with respect

to any and all claims relating (directly or indirectly) to the subject matter of this Agreement or the transactions contemplated by this

Agreement, regardless of the legal theory under which such liability or obligation may be sought to be imposed (whether sounding in contract

or tort, or whether at law or in equity, on public policy grounds, under any Law (including under securities Laws or RICO), on the basis

of “unjust enrichment” or otherwise), shall be solely and exclusively for breach of any agreement or covenant herein expressly

surviving, and requiring performance at or after, the Closing to the extent provided in Section 11.17. In furtherance of the foregoing,

Parent, on behalf of itself and its Non-Recourse Parties, hereby waives and releases to the fullest extent permitted under applicable

Law, each member of the Company Group and each of their respective Non-Recourse Parties, whether in any individual, corporate or

any other capacity, from and against any and all other rights, claims and causes of action it may have against any member of the Company

Group or any of their respective Non-Recourse Parties relating (directly or indirectly) to the subject matter of this Agreement or

the Transactions (including relating to any exhibit, annex, Schedule or document delivered hereunder), regardless of the legal theory

under which any such right, claim or cause of action may arise (whether sounding in contract or tort, or whether at law or in equity,

on public policy grounds, under any Law (including under securities Laws or RICO), on the basis of “unjust enrichment” or

otherwise) and including any rights to rescission of the transactions contemplated by this Agreement, other than claims for breach of

any agreement or covenant herein expressly surviving, and requiring performance at or after, the Closing to the extent provided in Section

11.17. The limits imposed on Parent’s and its Non-Recourse Parties’ remedies with respect to this Agreement and the Transactions

were specifically bargained for between sophisticated parties. None of Parent or any of its Non-Recourse Parties may avoid the limitations

on liability set forth in this Agreement by seeking damages for breach of contract, tort or pursuant to any other theory of liability.

Nothing in this Section 11.18(c) shall limit a party’s rights (i) to seek specific performance of the other parties’

obligations hereunder in accordance with Section 11.2, (ii) to bring a claim (and, if successful, recover damages) for Fraud (to

the extent such Fraud cannot be waived as a matter of Delaware public policy with respect to contracts as contemplated by Abry Partners

V, L.P. v. F&W Acquisition LLC, 891 A.2d 1032 (Del. Ch. 2006)) in accordance with the terms and conditions hereof, or (iii) under

applicable Laws to the extent such rights and remedies cannot be waived as a matter of applicable Law.

11.19

Conflicts and Privilege.

(a)

Each of the parties hereto, on its own behalf and on behalf of their respective Affiliates and successors and assigns, hereby

agree that, in the event that a dispute with respect to this Agreement, any Additional Agreement or the Transactions arises after the

Closing between or among (a) 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 (collectively, the “Parent Group”),

on the one hand, and (b) the Company or PubCo, on the other hand, any legal counsel, including White & Case LLP (“White &

Case”), that represented Parent and/or the Sponsor prior to the Closing may represent any member of the Parent Group in such

dispute even though the interests of such Persons may be directly adverse to the Company or PubCo, and even though such counsel may have

represented the Parent Group and/or PubCo in a matter substantially related to such dispute, or may be handling ongoing matters for PubCo,

the Company Group and/or the Sponsor, and further agree that, as to all legally privileged communications or protected attorney work

product 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 Additional Agreements or the transactions contemplated hereby or

thereby) between or among Parent, the Sponsor and/or any other member of the Parent Group, on the one hand, and White & Case,

on the other hand, the attorney-client privilege, work product protections and the expectation of client confidence shall survive the

Transactions and belong to the Parent Group after the Closing, and shall not pass to or be claimed or controlled by PubCo or the Company.

Notwithstanding the foregoing, any privileged communications or protected attorney work product 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 Company

Group.

(b)

Each of the parties hereto, on its own behalf and on behalf of their respective Affiliates and successors and assigns (including,

after the Closing, PubCo), hereby agree that, in the event that a dispute with respect to this Agreement, any Additional Agreement or

the Transactions arises after the Closing between or among (a) the stockholders or holders of other Equity Interests of any member of

the Company Group and/or any of their respective directors, members, partners, officers, employees or Affiliates (collectively, the “Company

Equityholder Group”), on the one hand, and (b) any member of the Parent Group, on the other hand, any legal counsel, including

Kirkland & Ellis LLP (“K&E”), that represented the Company prior to the Closing may represent any member

of the Company Equityholder Group in such dispute even though the interests of such Persons may be directly adverse to the Parent Group,

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 Company Group, and further agree that, as to all legally privileged communications or protected attorney

work product 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 Additional Agreements or the transactions contemplated hereby

or thereby) between or among any member of the Company Equityholder Group, on the one hand, and K&E, on the other hand, the attorney-client

privilege, work product protections and the expectation of client confidence shall survive the Transactions and belong to the Company

Equityholder Group after the Closing, and shall not pass to or be claimed or controlled by the PubCo. Notwithstanding the foregoing,

any privileged communications or protected attorney work product shared by Parent prior to the Closing with any member of the Company

Group under a common interest agreement shall remain the privileged communications or information of Parent.

[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.

Ultimate Holdings:

REDL ULTIMATE HOLDINGS, LP

By:

/s/ Andrew G. Boyd

Name:

Andrew G. Boyd

Title:

Chief Executive Officer

Company:

REDL INTERMEDIATE HOLDINGS, LLC

By:

/s/ Andrew G. Boyd

Name:

Andrew G. Boyd

Title:

Chief Executive Officer

[Signature page to Business

Combination Agreement]

Parent:

BOLD EAGLE ACQUISITION CORP.

By:

/s/ Eli Baker

Name:

Eli Baker

Title:

President & Chief Executive Officer

Merger Sub:

BEAC MERGER SUB, LLC

By:

/s/ Eli Baker

Name:

Eli Baker

Title:

President

[Signature page to Business

Combination Agreement]

EXHIBIT A

Form of Company Member Written Consent

[Omitted]

A-1

EXHIBIT B

Sponsor Support Agreement

See Exhibit 10.2 to the Current Report on Form

8-K filed on September 28, 2026.

B-1

EXHIBIT C

Form of Subscription Agreement

See Exhibit 10.1 to the Current Report on Form

8-K filed on September 28, 2026.

C-2

EXHIBIT D

Form of Lock-Up Agreement

See Exhibit 10.3 to the Current Report on Form 8-K filed on September

28, 2026.

D-1

EXHIBIT E

Form of A&R Registration Rights Agreement

See Exhibit 10.4 to the Current Report on Form 8-K filed on September

28, 2026.

E-1

EXHIBIT F

Form of Surviving Company LLC Agreement

[Omitted]

F-1

EXHIBIT G

Form of Certificate of Merger

[Omitted]

G-1

EXHIBIT H

Form of Nomination Agreement

See Exhibit 10.5 to the Current Report on Form 8-K filed on September 28, 2026.

H-1

EXHIBIT I

Form of Option Holder’s Declaration

[Omitted]

I-1

EX-4.1 — FORM OF INDENTURE

EX-4.1

Filename: ea030545301ex4-1.htm · Sequence: 3

Exhibit 4.1

[REDLATTICE INCORPORATED]

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee

INDENTURE

Dated as of [●],

202[6]

4.00% Convertible Senior Notes due 203[1]

TABLE OF CONTENTS

Article I DEFINITIONS; RULES OF CONSTRUCTION

Section 1.01

Definitions.

Section 1.02

Other Definitions.

Section 1.03

Rules of Construction.

Article II THE NOTES

Section 2.01

Form, Dating and Denominations.

Section 2.02

Execution, Authentication and Delivery.

Section 2.03

Initial Notes and Additional Notes.

Section 2.04

Method of Payment.

Section 2.05

Accrual of Interest; Defaulted Amounts; When Payment Date is Not a Business Day.

Section 2.06

Registrar, Paying Agent and Conversion Agent.

Section 2.07

Paying Agent and Conversion Agent to Hold Property in Trust.

Section 2.08

Holder Lists.

Section 2.09

Legends.

Section 2.10

Transfers and Exchanges; Certain Transfer Restrictions.

Section 2.11

Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption.

Section 2.12

Removal of Transfer Restrictions.

Section 2.13

Replacement Notes.

Section 2.14

Registered Holders; Certain Rights with Respect to Global Notes.

Section 2.15

Cancellation.

Section 2.16

Notes Held by the Company or its Affiliates.

Section 2.17

Temporary Notes.

Section 2.18

Outstanding Notes.

Section 2.19

Repurchases by the Company.

Section 2.20

CUSIP and ISIN Numbers.

Section 2.21

Accretion.

Article III COVENANTS

Section 3.01

Payment on Notes.

Section 3.02

Exchange Act Reports.

Section 3.03

Rule 144A Information.

Section 3.04

Additional Interest.

Section 3.05

Compliance and Default Certificates.

Section 3.06

Stay, Extension and Usury Laws.

Section 3.07

Acquisition of Notes by the Company and its Affiliates.

Section 3.08

Existence.

Section 3.09

[Reserved].

Section 3.10

Settlement in Common Stock in the Event of Withholding or Deduction upon Conversion.

Article IV REPURCHASE AND REDEMPTION

Section 4.01

No Sinking Fund.

Section 4.02

Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change.

Section 4.03

Right of the Company to Redeem the Notes.

Article V CONVERSION

Section 5.01

Right to Convert.

Section 5.02

Conversion Procedures.

Section 5.03

Settlement Upon Conversion.

Section 5.04

Reserve and Status of Common Stock Issued Upon Conversion.

Section 5.05

Adjustments to the Conversion Rate.

Section 5.06

Voluntary Adjustments.

Section 5.07

Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change.

Section 5.08

Exchange in Lieu of Conversion.

Section 5.09

Effect of Common Stock Change Event.

Section 5.10

Remaining Accreted Amount Extinguished upon Conversion.

Article VI SUCCESSORS

Section 6.01

When the Company May Merge, Etc.

Section 6.02

Successor Entity Substituted.

Section 6.03

Exclusion for Asset Transfers with Wholly Owned Subsidiaries.

Article VII DEFAULTS AND REMEDIES

Section 7.01

Events of Default.

Section 7.02

Acceleration.

Section 7.03

Sole Remedy for a Failure to Report.

Section 7.04

Other Remedies.

Section 7.05

Waiver of Past Defaults.

Section 7.06

Cure of Defaults; Ability to Cure or Waive Before Event of Default Occurs.

Section 7.07

Control by Majority.

Section 7.08

Absolute Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion Consideration.

Section 7.09

Collection Suit by Trustee.

Section 7.10

Trustee May File Proofs of Claim.

Section 7.11

Priorities.

Section 7.12

Undertaking for Costs.

Article VIII AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 8.01

Without the Consent of Holders.

Section 8.02

With the Consent of Holders.

Section 8.03

Notice of Amendments, Supplements and Waivers.

Section 8.04

Revocation, Effect and Solicitation of Consents; Special Record Dates; Etc.

Section 8.05

Notations and Exchanges.

Section 8.06

Trustee to Execute Supplemental Indentures.

Article IX SATISFACTION AND DISCHARGE

Section 9.01

Termination of Company’s Obligations.

Section 9.02

Repayment to Company.

Section 9.03

Reinstatement.

Article X TRUSTEE

Section 10.01

Duties of the Trustee.

Section 10.02

Rights of the Trustee.

Section 10.03

Individual Rights of the Trustee.

Section 10.04

Trustee’s Disclaimer.

Section 10.05

Notice of Defaults.

Section 10.06

Compensation and Indemnity.

Section 10.07

Replacement of the Trustee.

Section 10.08

Successor Trustee by Merger, Etc.

Section 10.09

Eligibility; Disqualification.

Article XI MISCELLANEOUS

Section 11.01

Notices.

Section 11.02

Delivery of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent.

Section 11.03

Statements Required in Officer’s Certificate and Opinion of Counsel.

Section 11.04

Rules by the Trustee, the Registrar, the Paying Agent and the Conversion Agent.

Section 11.05

No Personal Liability of Directors, Officers, Employees and Stockholders.

Section 11.06

Governing Law; Waiver of Jury Trial.

Section 11.07

Submission to Jurisdiction.

Section 11.08

No Adverse Interpretation of Other Agreements.

Section 11.09

Successors.

Section 11.10

Force Majeure.

Section 11.11

U.S.A. PATRIOT Act.

Section 11.12

Calculations.

Section 11.13

Severability.

Section 11.14

Counterparts.

Section 11.15

Table of Contents, Headings, Etc.

Section 11.16

OID Legend

Exhibits

Exhibit A:

Form of Note

Exhibit B-1:

Form of Restricted Note Legend

Exhibit B-2:

Form of Global Note Legend

Exhibit B-3:

Form of Affiliate Resale Legend

Exhibit C:

Accretion Table

iii

INDENTURE, dated as

of [●], 202[6], between [REDLattice Incorporated], a Delaware corporation, as issuer (the “Company”), and U.S.

Bank Trust Company, National Association, as trustee (the “Trustee”).

Each party to this Indenture

(as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined

below) of the Company’s 4.00% Convertible Senior Notes due 203[1] (the “Notes”).

Article

DEFINITIONS; RULES OF CONSTRUCTION

Section 1.01 Definitions.

“Accreted Principal

Amount” means, as of any date, the Original Principal Amount plus the principal accreted thereon up to, and including, such

date pursuant to Section 2.21.

“Accretion Ratio”

means, as of any date, the Accreted Principal Amount per $1,000 in Original Principal Amount of Notes (as of the date of calculation)

divided by the Original Principal Amount per $1,000 of Notes.

“Additional Interest”

means any interest that accrues on any Note pursuant to Section 3.04.

“Additional Notes”

has the meaning specified in Section 2.03.

“Affiliate”

has the meaning set forth in Rule 144 as in effect on the Issue Date.

“Affiliate Resale

Legend” means a legend substantially in the form set forth in Exhibit B-3.

“Authorized Denomination”

means, with respect to a Note, an Original Principal Amount thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof.

“Bankruptcy Law”

means Title 11, United States Code, as now and hereafter in effect, or any successor statute, or the laws of any other jurisdiction

or any political subdivision thereof relating to bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or relief

of debtors, or any similar foreign law relating to bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or relief

of debtors or any amendments to, succession to or change in any such law.

“Bid Solicitation

Agent” means the Person who is required to obtain bids for the Trading Price in accordance with Section 5.01(C)(i)(2) and the

definition of “Trading Price.” The initial Bid Solicitation Agent on the Issue Date will be the Company; provided, however,

that the Company may appoint any other Person (including any of the Company’s Subsidiaries) to be the Bid Solicitation Agent at

any time after the Issue Date without prior notice.

“Board of Directors”

means the board of directors of the Company or a committee of such board duly authorized to act on behalf of such board.

“Business Day”

means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law

or executive order to close or be closed.

“Capital Stock”

of any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other equivalents

of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into, or exchangeable for,

such equity.

“Close of Business”

means 5:00 p.m., New York City time.

“Common Stock”

means the common stock, par value $0.0001 per share, of the Company (CUSIP [●]), subject to Section 5.09.

“Company”

means the Person named as such in the first paragraph of this Indenture and, subject to Article 6, its successors and assigns.

“Company Order”

means a written request or order signed on behalf of the Company by one (1) of its Officers and delivered to the Trustee.

“Conversion Date”

means, with respect to a Note, the first Business Day on which the requirements set forth in Section 5.02(A) to convert such Note are

satisfied, subject to Section 5.03(C).

“Conversion Price”

means, as of any time, an amount equal to (A) one thousand dollars ($1,000) divided by (B) the Conversion Rate in effect at such

time.

“Conversion Rate”

initially means 80.0000 shares of Common Stock per $1,000 Original Principal Amount of Notes; provided, however, that the Conversion

Rate is subject to adjustment pursuant to Article 5; provided, further, that whenever this Indenture refers to the Conversion Rate

as of a particular date without setting forth a particular time on such date, such reference will be deemed to be to the Conversion Rate

immediately after the Close of Business on such date.

“Conversion Share”

means any share of Common Stock issued or issuable upon conversion of any Note.

“Daily

Cash Amount” means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B)

the Daily Conversion Value for such VWAP Trading Day.

“Daily Conversion

Value” means, with respect to any VWAP Trading Day, one-thirtieth (1/30th) of the product of (A) the Conversion Rate on such

VWAP Trading Day; and (B) the Daily VWAP per share of Common Stock on such VWAP Trading Day.

“Daily Maximum Cash

Amount” means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount

applicable to such conversion by (B) thirty (30).

“Daily Share Amount”

means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for

such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance

of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum

Cash Amount.

“Daily VWAP”

means, for any VWAP Trading Day, the per share volume-weighted average price of the Common Stock as displayed under the heading “Bloomberg

VWAP” on Bloomberg page “[●]<EQUITY>AQR” (or, if such page is not available, its equivalent successor page)

in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such

VWAP Trading Day (or, if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such VWAP

Trading Day, determined, using a volume-weighted average price method, by a nationally recognized independent investment banking firm

selected by the Company, which may include the Placement Agents). The Daily VWAP will be determined without regard to after-hours trading

or any other trading outside of the regular trading session.

“Default”

means any event that is (or, after notice, passage of time or both, would be) an Event of Default.

“Default Settlement

Method” means Physical Settlement; provided, however, that (x) subject to Section 5.03(A)(iii), the Company may, from

time to time, change the Default Settlement Method by sending notice of the new Default Settlement Method to the Holders, the Trustee

and the Conversion Agent; and (y) the Default Settlement Method will be subject to Section 5.03(A)(ii).

“Depositary”

means The Depository Trust Company or its successor.

“Depositary Participant”

means any member of, or participant in, the Depositary.

“Depositary Procedures”

means, with respect to any conversion, transfer, exchange or other transaction involving a Global Note or any beneficial interest therein,

the rules and procedures of the Depositary applicable to such conversion, transfer, exchange or transaction.

“Ex-Dividend Date”

means, with respect to an issuance, dividend or distribution on the Common Stock, the first date on which shares of Common Stock trade

on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance, dividend or distribution

(including pursuant to due bills or similar arrangements required by the relevant stock exchange). For the avoidance of doubt, any alternative

trading convention on the applicable exchange or market in respect of the Common Stock under a separate ticker symbol or CUSIP number

will not be considered “regular way” for this purpose.

“Exchange Act”

means the U.S. Securities Exchange Act of 1934, as amended, as in effect on the date hereof.

“Exempted Fundamental

Change” means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to

repurchase any Notes.

“Freely Tradable”

means, with respect to any Note, that such Note would be eligible to be offered, sold or otherwise transferred pursuant to (x) a transaction

that is registered under the Securities Act or (y) Rule 144, if held by a Person that is not an Affiliate of the Company, and that has

not been an Affiliate of the Company during the immediately preceding three (3) months, without any requirements as to volume, manner

of sale, availability of current public information or notice under the Securities Act (except that any such requirement as to the availability

of current public information, including pursuant to Rule 144(i), will be disregarded if the same is satisfied at that time).

“Fundamental Change”

means any of the following events:

(A)

a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Company

or its Wholly Owned Subsidiaries, or their respective employee benefit plans, files any report with the SEC indicating that such person

or group has become (and actually has become) the direct or indirect “beneficial owner” (as defined below) of shares of the

Common Stock representing more than fifty percent (50%) of the voting power of all of the Common Stock;

(B)

the consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially

all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person, other than solely to one or more of the Company’s

Wholly Owned Subsidiaries; or (ii) any transaction or series of related transactions in connection with which (whether by means of merger,

consolidation, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) all of the Common

Stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property;

provided, however, that any merger, consolidation, share exchange or combination of the Company pursuant to which the Persons that

directly or indirectly “beneficially owned” (as defined below) all classes of the Company’s common equity immediately

before such transaction directly or indirectly “beneficially own,” immediately after such transaction, more than fifty percent

(50%) of all classes of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent

thereof, in substantially the same proportions vis-à-vis each other as immediately before such transaction will be deemed not to

be a Fundamental Change pursuant to this clause (B);

(C)

the Company’s stockholders approve any plan or proposal for the liquidation or dissolution of the Company; or

(D)

the Common Stock ceases to be listed on either the New York Stock Exchange or the Nasdaq Stock Market (or either of their respective

successors) (any such event, a “Delisting”) and is not listed on one of the New York Stock Exchange or the Nasdaq Stock

Market (or any of their respective successors) within one (1) Business Day of the Business Day on which the applicable Delisting

occurs;

provided, however, that a transaction

or event described in clause (A) or (B) above will not constitute a Fundamental Change if at least ninety percent (90%) of the

consideration received or to be received by the holders of Common Stock (excluding cash payments for fractional shares or pursuant

to dissenters rights), in connection with such transaction or event, consists of shares of common stock or other corporate common

equity interests listed (or depositary receipts representing shares of common stock or other corporate common equity interests,

which depositary receipts are listed) on either the New York Stock Exchange or the Nasdaq Stock Market (or either of their

respective successors), or that will be so listed when issued or exchanged in connection with such transaction or event, and such

transaction or event constitutes a Common Stock Change Event whose Reference Property consists of such consideration.

For the avoidance of doubt,

references in this definition to the Company, the Common Stock and the Company’s “common equity” will be subject to

(x) Article 6 and (y) Section 5.09(A)(1)(III).

For the purposes of this definition,

(x) any transaction or event described in both clause (A) and in clause (B)(i) or (ii) above (without regard to the proviso in clause

(B)) will be deemed to occur solely pursuant to clause (B) above (subject to such proviso); and (y) whether a Person is a “beneficial

owner,” whether shares are “beneficially owned,” and percentage beneficial ownership, will be determined

in accordance with Rule 13d-3 under the Exchange Act.

“Fundamental Change

Repurchase Date” means the date fixed for the repurchase of any Notes by the Company pursuant to a Repurchase Upon Fundamental

Change.

“Fundamental Change

Repurchase Notice” means a notice (including a notice substantially in the form of the “Fundamental Change Repurchase

Notice” set forth in Exhibit A) containing the information, or otherwise complying with the requirements, set forth in Section 4.02(F)(i)

and Section 4.02(F)(ii).

“Fundamental Change

Repurchase Price” means the cash price payable by the Company to repurchase any Note upon its Repurchase Upon Fundamental Change,

calculated pursuant to Section 4.02(D).

“Global Note”

means a Note that is represented by a certificate substantially in the form set forth in Exhibit A, registered in the name of the Depositary

or its nominee, duly executed by the Company and authenticated by the Trustee, and deposited with the Trustee, as custodian for the Depositary.

“Global Note Legend”

means a legend substantially in the form set forth in Exhibit B-2.

“Holder”

means a person in whose name a Note is registered on the Registrar’s books.

“Indenture”

means this Indenture, as amended or supplemented from time to time.

“Interest Payment

Date” means, with respect to a Note, each [●] and [●] of each year, commencing on [●], 2027 (or commencing

on such other date specified in the certificate representing such Note). For the avoidance of doubt, the Maturity Date is an Interest

Payment Date.

“Issue Date”

means [●], 202[6].

“Last Original Issue

Date” means (A) with respect to any Notes issued on the Issue Date, and any Notes issued in exchange therefor or in substitution

thereof, the Issue Date and (B) with respect to any Notes issued pursuant to Section 2.03(B), and any Notes issued in exchange therefor

or in substitution thereof, either (i) the later of (x) the date such Notes are originally issued and (y) the last date any Notes are

originally issued as part of the same offering pursuant to the exercise of an option granted to the initial purchaser(s) of or placement

agent in respect of such Notes to purchase additional Notes; or (ii) such other date as is specified in an Officer’s Certificate

delivered to the Trustee before the original issuance of such Notes.

“Last Reported Sale

Price” of the Common Stock for any Trading Day means the closing sale price per share (or, if no closing sale price is reported,

the average of the last bid price and the last ask price per share or, if more than one in either case, the average of the average last

bid prices and the average last ask prices per share) of Common Stock on such Trading Day as reported in composite transactions for the

principal U.S. national or regional securities exchange on which the Common Stock is then listed. If the Common Stock is not listed on

a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will be the last quoted bid price

per share of Common Stock on such Trading Day in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization.

If the Common Stock is not so quoted on such Trading Day, then the Last Reported Sale Price will be the mid-point of the last bid price

and the last ask price per share of Common Stock on such Trading Day from a nationally recognized independent investment banking firm

selected by the Company, which may be the Placement Agents. Neither the Trustee nor the Conversion Agent will have any duty to determine

the Last Reported Sale Price.

“Make-Whole Fundamental

Change” means (A) a Fundamental Change (determined after giving effect to the proviso immediately after clause (D) of the definition

thereof, but without regard to the proviso to clause (B)(ii) of such definition), or (B) the sending of a Redemption Notice pursuant to

Section 4.03(G); provided, however, that, subject to Section 4.03(J), the sending of a Redemption Notice will constitute a Make-Whole

Fundamental Change only with respect to the Notes called for Redemption pursuant to such Redemption Notice and not with respect to any

other Notes.

“Make-Whole

Fundamental Change Conversion Period” has the following meaning: (A) in the case of Make-Whole Fundamental Change pursuant

to clause (A) of the definition thereof, the period from, and including, the Make-Whole Fundamental Change Effective Date of such

Make-Whole Fundamental Change to, and including, the thirty-fifth (35th) Trading Day after such Make-Whole Fundamental Change

Effective Date (or, if such Make-Whole Fundamental Change also constitutes a Fundamental Change (other than an Exempted Fundamental

Change), to, but excluding, the related Fundamental Change Repurchase Date); (B) in the case of a Make-Whole Fundamental Change

pursuant to clause (B) of the definition thereof, the period from, and including, the Redemption Notice Date for the related

Redemption to, and including, the second (2nd) Business Day immediately before the related Redemption Date; provided, however,

that if the Conversion Date for the Conversion of a Note that has been called for Redemption occurs during the Make-Whole

Fundamental Change Conversion Period for both a Make-Whole Fundamental Change occurring pursuant to clause (A) of the

definition of “Make-Whole Fundamental Change” and a Make-Whole Fundamental Change resulting from such Redemption

pursuant to clause (B) of such definition, then, notwithstanding anything to the contrary in Section 5.07,

solely for purposes of such Conversion, (x) such Conversion Date will be deemed to occur solely during the Make-Whole

Fundamental Change Conversion Period for the Make-Whole Fundamental Change with the earlier Make-Whole Fundamental Change Effective

Date; and (y) the Make-Whole Fundamental Change with the later Make-Whole Fundamental Change Effective Date will be deemed not

to have occurred.

“Make-Whole Fundamental

Change Effective Date” means (A) with respect to a Make-Whole Fundamental Change pursuant to Clase (A) of the definition thereof,

the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change

pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

“Market Disruption

Event” means, with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled

close of trading on such date on the principal U.S. national or regional securities exchange or other market on which the Common Stock

is listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price exceeding

limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating

to the Common Stock.

“Maturity Date”

means [●], 203[1].1

“Note Agent”

means any Registrar, Paying Agent or Conversion Agent.

“Notes”

means the 4.00% Convertible Senior Notes due 203[1] issued by the Company pursuant to this Indenture.

“Observation Period”

means, with respect to any Note to be converted, (A) subject to clause (B) below, if the Conversion Date for such Note occurs before [●],

203[1], the thirty (30) consecutive VWAP Trading Days beginning on, and including, the third (3rd) VWAP Trading Day immediately after

such Conversion Date; (B) if such Conversion Date occurs on or after the date the Company has sent a Redemption Notice calling all or

any Notes for Redemption pursuant to Section 4.03(G) and on or before the second (2nd) Business Day before the related Redemption Date,

the thirty (30) consecutive VWAP Trading Days beginning on, and including, the thirty-first (31st) Scheduled Trading Day immediately before

such Redemption Date; and (C) subject to clause (B) above, if such Conversion Date occurs on or after [●], 203[1], the thirty (30)

consecutive VWAP Trading Days beginning on, and including, the thirty-first (31st) Scheduled Trading Day immediately before the Maturity

Date.

“Officer”

means the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial

Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of the Company.

“Officer’s

Certificate” means a certificate that is signed on behalf of the Company by one (1) of its Officers and that meets the requirements

of Section 11.03.

1  NTD: To be 5-years from issuance.

“Open of Business”

means 9:00 a.m., New York City time.

“Opinion of Counsel”

means an opinion, from legal counsel (including an employee of, or counsel to, the Company or any of its Subsidiaries) reasonably acceptable

to the Trustee, that meets the requirements of Section 11.03, subject to customary qualifications and exclusions.

“Original Principal

Amount” means (a) with respect to the Notes issued on the Issue Date, the principal amount of the Notes on the Issue Date, which,

on an aggregate basis, is $[●],000,000, and (b) with respect to any Additional Notes, the principal amount of such Additional Notes

on their date of issuance as set forth in the certificate(s) representing such Additional Notes.

“Person”

or “person” means any individual, corporation, partnership, limited liability company, joint venture, association,

joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division or

series of a limited liability company, limited partnership or trust will constitute a separate “person” under this Indenture.

“Physical Note”

means a Note (other than a Global Note) that is represented by a certificate substantially in the form set forth in Exhibit A, registered

in the name of the Holder of such Note and duly executed by the Company and authenticated by the Trustee.

“Placement Agents”

shall mean Goldman Sachs & Co. LLC and Jefferies LLC.

“Redemption”

means the repurchase of any Note by the Company pursuant to Section 4.03.

“Redemption Date”

means the date fixed, pursuant to Section 4.03(E), for the settlement of the repurchase of any Notes by the Company pursuant to a Redemption.

“Redemption Notice

Date” means, with respect to a Redemption, the date on which the Company sends the Redemption Notice for such Redemption pursuant

to Section 4.03(G).

“Redemption Price”

means the cash price payable by the Company to redeem any Note upon its Redemption, calculated pursuant to Section 4.03(F).

“Regular Record Date”

has the following meaning with respect to an Interest Payment Date: (A) if such Interest Payment Date occurs on [●], the immediately

preceding [●]; and (B) if such Interest Payment Date occurs on [●], the immediately preceding [●].

“Repurchase Upon

Fundamental Change” means the repurchase of any Note by the Company pursuant to Section 4.02.

“Responsible

Officer” means (A) any officer within the corporate trust group of the Trustee (or any successor group of the Trustee) or

any other officer of the Trustee customarily performing functions similar to those performed by any of such officers; and (B) with

respect to a particular corporate trust matter relating to this Indenture, any other officer to whom such matter is referred because

of his or her knowledge of, and familiarity with, the particular subject, and who, in each case, has direct responsibility for the

administration of this Indenture.

“Restricted Note

Legend” means a legend substantially in the form set forth in Exhibit B-1.

“Restricted Stock

Legend” means, with respect to any Conversion Share, a legend substantially to the effect that the offer and sale of such Conversion

Share have not been registered under the Securities Act and that such Conversion Share cannot be sold or otherwise transferred except

pursuant to a transaction that is registered under the Securities Act or that is exempt from, or not subject to, the registration requirements

of the Securities Act.

“Rule 144”

means Rule 144 under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.

“Rule 144A”

means Rule 144A under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.

“Scheduled Trading

Day” means any day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange on which

the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the

principal other market on which the Common Stock is then traded. If the Common Stock is not so listed or traded, then “Scheduled

Trading Day” means a Business Day.

“SEC” means

the U.S. Securities and Exchange Commission.

“Securities Act”

means the U.S. Securities Act of 1933, as amended.

“Security”

means any Note or Conversion Share.

“Settlement Method”

means Cash Settlement, Physical Settlement or Combination Settlement.

“Significant Subsidiary”

means, with respect to any Person, any Subsidiary of such Person that constitutes a “significant subsidiary” (as defined in

Rule 1-02(w) of Regulation S-X under the Exchange Act) of such Person; provided, however, that, if a Subsidiary meets the criteria

of clause (1)(iii), but not clause (1)(i) or (1)(ii), of the definition of “significant subsidiary” in Rule 1-02(w) (or, if

applicable, the respective successor clauses to the aforementioned clauses), then such Subsidiary will be deemed not to be a Significant

Subsidiary unless such Subsidiary’s income from continuing operations before income taxes, exclusive of amounts attributable to

any non-controlling interests, for the last completed fiscal year before the date of determination exceeds one hundred million dollars

($100,000,000).

“Special Interest”

means any interest that accrues on any Note pursuant to Section 7.03.

“Specified

Dollar Amount” means, with respect to the conversion of a Note to which Combination Settlement applies, the maximum cash

amount per $1,000 Original Principal Amount of such Note deliverable upon such conversion (excluding cash in lieu of any fractional

share of Common Stock).

“Stock Price”

has the following meaning for any Make-Whole Fundamental Change: (A) if the holders of Common Stock receive only cash in consideration

for their shares of Common Stock in such Make-Whole Fundamental Change and such Make-Whole Fundamental Change is pursuant to clause (B)

of the definition of “Fundamental Change,” then the Stock Price is the amount of cash paid per share of Common Stock in such

Make-Whole Fundamental Change; and (B) in all other cases, the Stock Price is the average of the Last Reported Sale Prices per share of

Common Stock for the five (5) consecutive Trading Days ending on, and including, the Trading Day immediately before the Make-Whole Fundamental

Change Effective Date of such Make-Whole Fundamental Change.

“Subsidiary”

means, with respect to any Person, (A) any corporation, association or other business entity (other than a partnership or limited liability

company) of which more than fifty percent (50%) of the total voting power of the Capital Stock entitled (without regard to the occurrence

of any contingency, but after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting

power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity

is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person; and (B) any partnership

or limited liability company where (i) more than fifty percent (50%) of the capital accounts, distribution rights, equity and voting interests,

or of the general and limited partnership interests, as applicable, of such partnership or limited liability company are owned or controlled,

directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the form of membership, general,

special or limited partnership or limited liability company interests or otherwise; and (ii) such Person or any one or more of the other

Subsidiaries of such Person is a controlling general partner of, or otherwise controls, such partnership or limited liability company.

“Trading Day”

means any day on which (A) trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange

on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange,

on the principal other market on which the Common Stock is then traded; and (B) there is no Market Disruption Event. If the Common Stock

is not so listed or traded, then “Trading Day” means a Business Day.

“Trading

Price” of the Notes on any Trading Day means the average of the secondary market bid quotations, expressed as a cash

amount per $1,000 Original Principal Amount of Notes, obtained by the Bid Solicitation Agent for five million dollars ($5,000,000)

(or such lesser amount as may then be outstanding) in Original Principal Amount of Notes at approximately 3:30 p.m., New York City

time, on such Trading Day from three (3) nationally recognized independent securities dealers selected by the Company, which may

include the Placement Agent; provided, however, that, if three (3) such bids cannot reasonably be obtained by the Bid

Solicitation Agent but two (2) such bids are obtained, then the average of the two (2) bids will be used, and if only one (1) such

bid can reasonably be obtained by the Bid Solicitation Agent, then that one (1) bid will be used. If, on any Trading Day, (A) the

Bid Solicitation Agent cannot reasonably obtain at least one (1) bid for five million dollars ($5,000,000) (or such lesser amount

as may then be outstanding) in Original Principal Amount of Notes from a nationally recognized independent securities dealer; (B)

the Company is not acting as the Bid Solicitation Agent and the Company fails to instruct the Bid Solicitation Agent to obtain bids

when required; or (C) the Bid Solicitation Agent fails to solicit bids when required, then, in each case, the Trading Price per

$1,000 Original Principal Amount of Notes on such Trading Day will be deemed to be less than ninety eight percent (98%) of the

product of the Last Reported Sale Price per share of Common Stock on such Trading Day and the Conversion Rate on such Trading

Day.

“Transfer-Restricted

Security” means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however,

that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

(A)

such Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to

a registration statement that was effective under the Securities Act at the time of such sale or transfer;

(B)

such Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to

an available exemption (including Rule 144) from the registration and prospectus-delivery requirements of, or in a transaction not subject

to, the Securities Act and, immediately after such sale or transfer, such Security ceases to constitute a “restricted security”

(as defined in Rule 144); and

(C)

such Security is eligible for resale, by a Person that is not an Affiliate of the Company and that has not been an Affiliate of

the Company during the immediately preceding three (3) months, pursuant to Rule 144 without any limitations thereunder as to volume, manner

of sale, availability of current public information or notice, including as a result of Rule 144(i).

The Trustee is under no obligation

to determine whether any Security is a Transfer-Restricted Security and may conclusively rely on an Officer’s Certificate with respect

thereto.

“Trust Indenture

Act” means the U.S. Trust Indenture Act of 1939, as amended.

“Trustee”

means the Person named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions

of this Indenture and, thereafter, means such successor.

“VWAP Market Disruption

Event” means, with respect to any date, (A) the failure by the principal U.S. national or regional securities exchange on which

the Common Stock is then listed, or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, the principal

other market on which the Common Stock is then traded, to open for trading during its regular trading session on such date; or (B) the

occurrence or existence, for more than one half hour period in the aggregate, of any suspension or limitation imposed on trading (by reason

of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts

or futures contracts relating to the Common Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m., New

York City time, on such date.

“VWAP Trading Day”

means a day on which (A) there is no VWAP Market Disruption Event; and (B) trading in the Common Stock generally occurs on the principal

U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a

U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded. If the Common Stock

is not so listed or traded, then “VWAP Trading Day” means a Business Day.

“Wholly Owned Subsidiary”

of a Person means any Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than

directors’ qualifying shares) are owned by such Person or one or more Wholly Owned Subsidiaries of such Person.

Section 1.02 Other

Definitions.

Term

Defined in Section

“Additional Shares”

5.07(A)

“Business Combination Event”

6.01(A)

“Cash Settlement”

5.03(A)

“Combination Settlement”

5.03(A)

“Common Stock Change Event”

5.09(A)

“Conversion Agent”

2.06(A)

“Conversion Consideration”

5.03(B)

“Default Interest”

2.05(B)

“Defaulted Amount”

2.05(B)

“Deferred Additional Interest”

3.04(C)

“Deferred Additional Interest Demand Request”

3.04(C)(i)

“Event of Default”

7.01(A)

“Expiration Date”

5.05(A)(v)

“Expiration Time”

5.05(A)(v)

“Fundamental Change Notice”

4.02(E)

“Fundamental Change Repurchase Right”

4.02(A)

“Initial Notes”

2.03(A)

“Measurement Period”

5.01(C)(i)(2)

“Notice of Election to Pay Deferred Additional Interest”

3.04(C)(i)

“Paying Agent”

2.06(A)

“Physical Settlement”

5.03(A)

“Redemption Notice”

4.03(G)

“Reference Property”

5.09(A)

“Reference Property Unit”

5.09(A)

“Register”

2.06(B)

“Registrar”

2.06(A)

“Reporting Event of Default”

7.03(A)

“Specified Courts”

11.07

“Spin-Off”

5.05(A)(iii)(2)

“Spin-Off Valuation Period”

5.05(A)(iii)(2)

“Stated Interest”

2.05(A)

“Successor Entity”

6.01(A)

“Successor Person”

5.09(A)

“Tender/Exchange Offer Valuation Period”

5.05(A)(v)

“Trading Price Condition”

5.01(C)(i)(2)

Section 1.03 Rules

of Construction.

For purposes of this Indenture:

(A)

“or” is not exclusive;

(B)

“including” means “including without limitation”;

(C)

“will” expresses a command;

(D)

the “average” of a set of numerical values refers to the arithmetic average of such numerical values;

(E)

a merger involving, or a transfer of assets by, a limited liability company, limited partnership or trust will be deemed to include

any division of or by, or an allocation of assets to a series of, such limited liability company, limited partnership or trust, or any

unwinding of any such division or allocation;

(F)

words in the singular include the plural and in the plural include the singular, unless the context requires otherwise;

(G)

“herein,” “hereof’ and other words of similar import refer to this Indenture as a whole and not to any

particular Article, Section or other subdivision of this Indenture, unless the context requires otherwise;

(H)

references to currency mean the lawful currency of the United States of America, unless the context requires otherwise;

(I)

the exhibits, schedules and other attachments to this Indenture are deemed to form part of this Indenture;

(J)

the term “interest,” when used with respect to a Note, includes any Default Interest, Additional Interest (including,

if applicable, Deferred Additional Interest and interest on such Deferred Additional Interest) and Special Interest, unless the context

requires otherwise; and

(K)

unless otherwise expressly indicated in this Indenture, any reference to the principal amount of the Notes is to the Original Principal

Amount of the Notes and references to the Conversion Rate per $1,000 principal amount of Notes are to the Conversion Rate per $1,000 Original

Principal Amount of the Notes (and not the Accreted Principal Amount of the Notes).

Article

THE NOTES

Section 2.01 Form, Dating

and Denominations.

The Notes and the Trustee’s

certificate of authentication will be substantially in the form set forth in Exhibit A. The Notes will bear the legends required by Section

2.09 and may bear notations, legends or endorsements required by law, stock exchange rule or usage or the Depositary. Each Note will be

dated as of the date of its authentication.

Except to the extent otherwise

provided in a Company Order delivered to the Trustee in connection with the issuance and authentication thereof, the Notes will be issued

initially in the form of one or more Global Notes. Global Notes may be exchanged for Physical Notes, and Physical Notes may be exchanged

for Global Notes, only as provided in Section 2.10.

The Notes will be issuable

only in registered form without interest coupons and only in Authorized Denominations.

Each certificate representing

a Note will bear a unique registration number that is not affixed to any other certificate representing another outstanding Note.

The terms contained in the

Notes constitute part of this Indenture, and, to the extent applicable, the Company and the Trustee, by their execution and delivery of

this Indenture, agree to such terms and to be bound thereby; provided, however, that, to the extent that any provision of any Note

conflicts with the provisions of this Indenture, the provisions of this Indenture will control for purposes of this Indenture and such

Note.

Section 2.02 Execution,

Authentication and Delivery.

(A)

Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual,

electronic or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any

Note to hold, at the time such Note is authenticated, the same or any other office at the Company.

(B)

Authentication by the Trustee and Delivery.

(i)

No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized

signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note.

(ii) The

Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the

certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the

Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the

Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to

be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the

Trustee will promptly deliver such Note in accordance with such Company Order.

(iii)

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating

agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture

by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating

agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authenticating

agent was validly appointed to undertake.

Section 2.03

Initial Notes and Additional Notes.

(A)

Initial Notes. On the Issue Date, there will be originally issued [●] hundred million dollars ($[●],000,000)

aggregate Original Principal Amount of Notes, subject to the provisions of this Indenture (including Section 2.02). Notes issued pursuant

to this Section 2.03(A), and any Notes issued in exchange therefor or in substitution thereof, are referred to in this Indenture as the

“Initial Notes.”

(B)

Additional Notes. Without the consent of any Holder, the Company may, subject to the provisions of this Indenture (including

Section 2.02), issue additional Notes (“Additional Notes”) with the same terms as the Initial Notes (except, to the

extent applicable, with respect to the date as of which interest begins to accrue on such Additional Notes, the Accreted Principal Amount

in respect of such Additional Notes as of the date of issuance of such Additional Notes and the first Interest Payment Date and the Last

Original Issue Date of such Additional Notes), which Additional Notes will, subject to the foregoing, be considered to be part of the

same series of, and rank equally and ratably with all other, Notes issued under this Indenture; provided, however, that if any

such Additional Notes (and any Notes that are resold after such Notes have been purchased or otherwise acquired by the Company or its

Subsidiaries) are not fungible with other Notes issued under this Indenture for purposes of federal income tax or federal securities laws

or, if applicable, the Depositary Procedures, then such Additional Notes or resold Notes will be identified by a separate CUSIP number

or ISIN number or by no CUSIP number or ISIN number.

Section 2.04 Method

of Payment.

(A)

Global Notes. The Company will pay, or cause the Paying Agent to pay, the Accreted Principal Amount (whether due upon maturity

on the Maturity Date, Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, interest

on, and any cash Conversion Consideration for, any Global Note to the Depositary by wire transfer of immediately available funds no later

than the time the same is due as provided in this Indenture.

(B) Physical

Notes. The Company will pay, or cause the Paying Agent to pay, the Accreted Principal Amount (whether due upon maturity on the

Maturity Date, Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, interest on,

and any cash Conversion Consideration for, any Physical Note no later than the time the same is due as provided in this Indenture as

follows: (i) if the Original Principal Amount of such Physical Note is at least five million dollars ($5,000,000) (or such lower

amount as the Company may choose in its sole and absolute discretion) and the Holder of such Physical Note entitled to such payment

has delivered to the Paying Agent or the Trustee, no later than the time set forth in the immediately following sentence, a written

request that the Company make such payment by wire transfer to an account of such Holder within the United States, by wire transfer

of immediately available funds to such account; and (ii) in all other cases, by check mailed to the address of the Holder of such

Physical Note entitled to such payment as set forth in the Register. To be timely, such written request specified in clause (i) in

the preceding sentence must be so delivered no later than the Close of Business on the following date: (x) with respect to the

payment of any interest due on an Interest Payment Date, the immediately preceding Regular Record Date; (y) with respect to any cash

Conversion Consideration, the relevant Conversion Date; and (z) with respect to any other payment, the date that is fifteen (15)

calendar days immediately before the date such payment is due.

Section 2.05 Accrual

of Interest; Defaulted Amounts; When Payment Date is Not a Business Day.

(A)

Accrual of Interest. Each Note will accrue interest at a rate per annum equal to 4.00% (the “Stated Interest”),

plus any Default Interest, Additional Interest and Special Interest that may accrue pursuant to Sections 2.05(B), 3.04 and 7.03, respectively.

Stated Interest on each Note will (i) accrue from, and including, the most recent date to which Stated Interest has been paid or duly

provided for (or, if no Stated Interest has theretofore been paid or duly provided for, the date set forth in the certificate representing

such Note as the date from, and including, which Stated Interest will begin to accrue in such circumstance) to, but excluding, the date

of payment of such Stated Interest; and (ii) be, subject to Sections 4.02(D), 4.03(F) and 5.02(D) (but without duplication of any payment

of interest), payable semi-annually in arrears on each Interest Payment Date, beginning on the first Interest Payment Date set forth in

the certificate representing such Note, to the Holder of such Note as of the Close of Business on the immediately preceding Regular Record

Date. Stated Interest, and, if applicable, Additional Interest and Special Interest, on the Notes will be computed on the basis of a 360-day

year comprised of twelve 30-day months.

(B)

Defaulted Amounts. If the Company fails to pay any cash amount (a “Defaulted Amount”) payable on a Note

on or before the due date therefor as provided in this Indenture, then, regardless of whether such failure constitutes an Event of Default,

(i) such Defaulted Amount will forthwith cease to be payable to the Holder of such Note otherwise entitled to such payment; (ii) to the

extent lawful, interest (“Default Interest”) will accrue on such Defaulted Amount at a rate per annum equal to the

rate per annum at which Stated Interest accrues, from, and including, such due date to, but excluding, the date of payment of such Defaulted

Amount and Default Interest; and (iii) such Defaulted Amount and Default Interest will be paid as provided either in clause (i) or (ii)

below, at the Company’s election.

(i) Payment

of Default Amounts on a Special Payment Date. The Company will have the right to pay such Defaulted Amount and Default Interest

on a payment date selected by the Company to the Holder of such Note as of the Close of Business on a special record date selected

by the Company, provided that (1) such special record date must be no more than fifteen (15), nor less than ten (10),

calendar days before such payment date and (2) at least fifteen (15) calendar days before such special record date, the Company will

send notice to the Trustee and the Holders that states such special record date, such payment date and the amount of such Defaulted

Amount and Default Interest to be paid on such payment date.

(ii)

Payment of Default Amount in Any Other Lawful Manner. If not paid in accordance with Section 2.05(B)(i), such Defaulted

Amount and Default Interest will be paid by the Company in any other lawful manner.

Notwithstanding anything to

the contrary in this Section 2.05(B), a Default in the payment or delivery of any Conversion Consideration when due will be cured upon

the payment or delivery of the same (together, if applicable in the case of any cash Conversion Consideration, with Default Interest thereon)

to the Person to whom such Conversion Consideration is payable or deliverable (determined in accordance with Article 5).

(C)

Delay of Payment when Payment Date is Not a Business Day. If the due date for a payment on a Note as provided in this Indenture

is not a Business Day, then, notwithstanding anything to the contrary in this Indenture or the Notes, such payment may be made on the

immediately following Business Day with the same force and effect as if such payment were made on such due date (and, for the avoidance

of doubt no interest will accrue on such payment as a result of the related delay). Solely for purposes of the immediately preceding sentence,

a day on which the applicable place of payment is authorized or required by law or executive order to close or be closed will be deemed

not to be a “Business Day.”

(D)

Special Provision for Global Notes. If the first date on which any Additional Interest or Special Interest begins to accrue

on a Global Note is on or after the fifth (5th) Business Day before a Regular Record Date and before the next Interest Payment Date, then,

notwithstanding anything to the contrary in this Indenture or the Notes, the amount thereof accruing in respect of the period from, and

including, such first date to, but excluding, such Interest Payment Date will not be payable on such Interest Payment Date but will instead

be deemed to accrue (without duplication) entirely on such Interest Payment Date (and, for the avoidance of doubt, no interest will accrue

as a result of the related delay).

Section 2.06

Registrar, Paying Agent and Conversion Agent.

(A) Generally.

The Company will maintain (i) an office or agency in the continental United States where Notes may be presented for registration of

transfer or for exchange (the “Registrar”); (ii) an office or agency in the continental United States where Notes

may be presented for payment (the “Paying Agent”); and (iii) an office or agency in the continental United States

where Notes may be presented for conversion (the “Conversion Agent”). If the Company fails to maintain a

Registrar, Paying Agent or Conversion Agent, then the Trustee will act as such and will receive compensation therefor in accordance

with this Indenture and any other agreement between the Trustee and the Company. For the avoidance of doubt, the Company or any of

its Subsidiaries may act as Registrar, Paying Agent or Conversion Agent. Notwithstanding anything to the contrary in this Section

2.06(A), each of the Registrar, Paying Agent and Conversion Agent with respect to any Global Note must at all times be a Person that

is eligible to act in that capacity under the Depositary Procedures.

(B)

Duties of the Registrar. The Registrar will keep a record (the “Register”) of the names and addresses

of the Holders, the Original Principal Amount of the Notes held by each Holder and the transfer, exchange, repurchase, Redemption and

conversion of Notes. Absent manifest error, the entries in the Register will be conclusive and the Company and the Trustee may treat each

Person whose name is recorded as a Holder in the Register as a Holder for all purposes. The Register will be in written form or in any

form capable of being converted into written form reasonably promptly.

(C)

Co-Agents; Company’s Right to Appoint Successor Registrars, Paying Agents and Conversion Agents. The Company may appoint

one or more co-Registrars, co-Paying Agents and co-Conversion Agents, each of whom will be deemed to be a Registrar, Paying Agent or Conversion

Agent, as applicable, under this Indenture. Subject to Section 2.06(A), the Company may change any Registrar, Paying Agent or Conversion

Agent (including appointing itself or any of its Subsidiaries to act in such capacity) without notice to any Holder. The Company will

notify the Trustee (and, upon request, any Holder) of the name and address of each Note Agent, if any, not a party to this Indenture and

will enter into an appropriate agency agreement with each such Note Agent, which agreement will implement the provisions of this Indenture

that relate to such Note Agent.

(D)

Initial Appointments. The Company appoints the Trustee as, and designates its corporate trust office identified in Section

11.01 (as the same exists on the Issue Date) in the continental United States as the office for, the initial Paying Agent, the initial

Registrar and the initial Conversion Agent.

Section 2.07

Paying Agent and Conversion Agent to Hold Property in Trust.

The Company will require

each Paying Agent or Conversion Agent that is not the Trustee to agree in writing that such Note Agent will (A) hold in trust for

the benefit of Holders or the Trustee all money and other property held by such Note Agent for payment or delivery due on the Notes;

and (B) notify the Trustee of any default by the Company in making any such payment or delivery. The Company, at any time, may, and

the Trustee, while any Default continues, may, require a Paying Agent or Conversion Agent to pay or deliver, as applicable, all

money and other property held by it to the Trustee, after which payment or delivery, as applicable, such Note Agent (if not the

Company or any of its Subsidiaries) will have no further liability for such money or property. If the Company or any of its

Subsidiaries acts as Paying Agent or Conversion Agent, then (A) it will segregate and hold in a separate trust fund for the benefit

of the Holders or the Trustee all money and other property held by it as Paying Agent or Conversion Agent; and (B) references in

this Indenture or the Notes to the Paying Agent or Conversion Agent holding cash or other property, or to the delivery of cash or

other property to the Paying Agent or Conversion Agent, in each case for payment or delivery to any Holders or the Trustee or with

respect to the Notes, will be deemed to refer to cash or other property so segregated and held separately, or to the segregation and

separate holding of such cash or other property, respectively. Upon the occurrence of any event pursuant to clause (viii) or (ix) of

Section 7.01(A) with respect to the Company (or with respect to any Subsidiary of the Company acting as Paying Agent or Conversion

Agent), the Trustee will serve as the Paying Agent or Conversion Agent, as applicable, for the Notes.

Section 2.08

Holder Lists.

If the Trustee is not the

Registrar, then the Company will furnish to the Trustee, no later than seven (7) Business Days before each Interest Payment Date, and

at such other times as the Trustee may request, a list, in such form and as of such date or time as the Trustee may reasonably require,

of the names and addresses of the Holders.

Section 2.09

Legends.

(A)

Global Note Legend. Each Global Note will bear the Global Note Legend (or any similar legend, not inconsistent with this

Indenture, required by the Depositary for such Global Note).

(B)

Affiliate Resale Legend. Each Note will bear the Affiliate Resale Legend.

(C)

Restricted Note Legend. Subject to Section 2.12,

(i)

each Note that is a Transfer-Restricted Security will bear the Restricted Note Legend; and

(ii)

if a Note is issued in exchange for, in substitution of, or to effect a partial conversion of, another Note (such other Note being

referred to as the “old Note” for purposes of this Section 2.09(C)(ii)), including pursuant to Section 2.10(B), 2.10(C), 2.11

or 2.13, then such Note will bear the Restricted Note Legend if such old Note bore the Restricted Note Legend at the time of such exchange

or substitution, or on the related Conversion Date with respect to such conversion, as applicable; provided, however, that such

Note need not bear the Restricted Note Legend if such Note does not constitute a Transfer-Restricted Security immediately after such exchange

or substitution, or as of such Conversion Date, as applicable.

(D)

Other Legends. A Note may bear any other legend or text, not inconsistent with this Indenture, as may be required by applicable

law or by any securities exchange or automated quotation system on which such Note is traded or quoted.

(E)

Acknowledgment and Agreement by the Holders. A Holder’s acceptance of any Note bearing any legend required by this

Section 2.09 will constitute such Holder’s acknowledgment of, and agreement to comply with, the restrictions set forth in such legend.

(F)

Restricted Stock Legend.

(i)

Each Conversion Share will bear the Restricted Stock Legend if the Note upon the conversion of which such Conversion Share was

issued was (or would have been had it not been converted) a Transfer-Restricted Security at the time such Conversion Share was issued.

(ii)

Notwithstanding anything to the contrary in this Section 2.09(F), a Conversion Share need not bear a Restricted Stock Legend if

such Conversion Share is issued in an uncertificated form that does not permit affixing legends thereto, provided the Company takes

measures (including the assignment thereto of a “restricted” CUSIP number) that it reasonably deems appropriate to enforce

the transfer restrictions referred to in the Restricted Stock Legend.

Section 2.10

Transfers and Exchanges; Certain Transfer Restrictions.

(A)

Provisions Applicable to All Transfers and Exchanges.

(i)

Generally. Subject to this Section 2.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged

from time to time and the Registrar will record each such transfer or exchange of Physical Notes in the Register.

(ii)

Transferred and Exchanged Notes Remain Valid Obligations of the Company. Each Note issued upon transfer or exchange of any

other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof

in accordance with this Indenture will be the valid obligation of the Company, evidencing the same indebtedness, and entitled to the same

benefits under this Indenture, as such old Note or portion thereof, as applicable.

(iii)

No Services Charge; Transfer Taxes. The Company, the Trustee and the Note Agents will not impose any service charge on any

Holder for any transfer, exchange or conversion of Notes, but the Company, the Trustee, the Registrar and the Conversion Agent may require

payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any transfer,

exchange or conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any transfer.

(iv)

Transfers and Exchanges Must Be in Authorized Denominations. Notwithstanding anything to the contrary in this Indenture

or the Notes, a Note may not be transferred or exchanged in part unless the portion to be so transferred or exchanged is in an Authorized

Denomination.

(v)

Trustee’s Disclaimer. The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance

with any transfer restrictions imposed under this Indenture or applicable law with respect to any Security, other than to require the

delivery of such certificates or other documentation or evidence as expressly required by this Indenture and to examine the same to determine

substantial compliance as to form with the requirements of this Indenture.

(vi)

Legends. Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by

Section 2.09.

(vii) Settlement

of Transfers and Exchanges. Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any

Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than

the second (2nd) Business Day after the date of such satisfaction.

(viii)

Interpretation. For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an

“exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted

Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted”

CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted”

CUSIP number.

(B)

Transfers and Exchanges of Global Notes.

(i)

Certain Restrictions. Subject to the immediately following sentence, no Global Note may be transferred or exchanged in whole

except (x) by the Depositary to a nominee of the Depositary; (y) by a nominee of the Depositary to the Depositary or to another nominee

of the Depositary; or (z) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. No

Global Note (or any portion thereof) may be transferred to, or exchanged for, a Physical Note; provided, however, that a Global

Note will be exchanged, pursuant to customary procedures, for one or more Physical Notes if:

(1)

(x) the Depositary notifies the Company or the Trustee that the Depositary is unwilling or unable to continue as depositary for

such Global Note or (y) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act and,

in each case, the Company fails to appoint a successor Depositary within ninety (90) days of such notice or cessation;

(2)

an Event of Default has occurred and is continuing and the Company, the Trustee or the Registrar has received a written request

from the Depositary, or from a holder of a beneficial interest in such Global Note, to exchange such Global Note or beneficial interest,

as applicable, for one or more Physical Notes; or

(3)

the Company, in its sole discretion, permits the exchange of any beneficial interest in such Global Note for one or more Physical

Notes at the request of the owner of such beneficial interest.

(ii)

Effecting Transfers and Exchanges. Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange

of any Global Note (or any portion thereof):

(1)

the Trustee will reflect any resulting decrease of the Original Principal Amount of such Global Note by notation on the “Schedule

of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if such notation results in such Global Note

having an Original Principal Amount of zero, then the Company may (but is not required to) instruct the Trustee to cancel such Global

Note pursuant to Section 2.15);

(2)

if required to effect such transfer or exchange, then the Trustee will reflect any resulting increase of the Original Principal

Amount of any other Global Note by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of

such other Global Note;

(3)

if required to effect such transfer or exchange, then the Company will issue, execute and deliver, and the Trustee will authenticate,

in each case in accordance with Section 2.02, a new Global Note bearing each legend, if any, required by Section 2.09; and

(4)

if such Global Note (or such portion thereof), or any beneficial interest therein, is to be exchanged for one or more Physical

Notes, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02,

one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate Original Principal Amount equal to the Original

Principal Amount of such Global Note to be so exchanged; (y) are registered in such name(s) as the Depositary specifies (or as otherwise

determined pursuant to customary procedures); and (z) bear each legend, if any, required by Section 2.09.

(iii)

Compliance with Depositary Procedures. Each transfer or exchange of a beneficial interest in any Global Note will be made

in accordance with the Depositary Procedures.

(C)

Transfers and Exchanges of Physical Notes.

(i)

Requirements for Transfers and Exchanges. Subject to this Section 2.10, a Holder of a Physical Note may (x) transfer

such Physical Note (or any portion thereof

in an Authorized Denomination) to one or more other Person(s); (y) exchange such Physical Note (or any portion thereof in an Authorized

Denomination) for one or more other Physical Notes in Authorized Denominations having an aggregate Original Principal Amount equal to

the aggregate Original Principal Amount of the Physical Note (or portion thereof) to be so exchanged; and (z) if then permitted by the

Depositary Procedures, transfer such Physical Note (or any portion thereof in an Authorized Denomination) in exchange for a beneficial

interest in one or more Global Notes; provided, however, that, to effect any such transfer or exchange, such Holder must:

(1)

surrender such Physical Note to be transferred or exchanged to the office of the Registrar, together with any endorsements or transfer

instruments reasonably required by the Company, the Trustee or the Registrar; and

(2)

deliver such certificates, documentation or evidence as may be required pursuant to Section 2.10(D).

(ii) Effecting

Transfers and Exchanges. Upon the satisfaction of the requirements of this Indenture to effect a transfer or exchange of any

Physical Note (such Physical Note being referred to as the “old Physical Note” for purposes of this Section 2.10(C)(ii))

of a Holder (or any portion of such old Physical Note in an Authorized Denomination):

(1)

such old Physical Note will be promptly cancelled pursuant to Section 2.15;

(2)

if such old Physical Note is to be so transferred or exchanged only in part, then the Company will issue, execute and deliver,

and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized

Denominations and have an aggregate Original Principal Amount equal to the Original Principal Amount of such old Physical Note not to

be so transferred or exchanged; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by Section 2.09;

(3)

in the case of a transfer:

(a)

to the Depositary or a nominee thereof that will hold its interest in such old Physical Note (or such portion thereof) to be so

transferred in the form of one or more Global Notes, the Trustee will reflect an increase of the Original Principal Amount of one or more

existing Global Notes by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global

Note(s), which increase(s) are in Authorized Denominations and aggregate to the Original Principal Amount to be so transferred, and which

Global Note(s) bear each legend, if any, required by Section 2.09; provided, however, that if such transfer cannot be so effected

by notation on one or more existing Global Notes (whether because no Global Notes bearing each legend, if any, required by Section 2.09

then exist, because any such increase will result in any Global Note having an aggregate Original Principal Amount exceeding the maximum

aggregate Original Principal Amount permitted by the Depositary or otherwise), then the Company will issue, execute and deliver, and the

Trustee will authenticate, in each case in accordance with Section 2.02, one or more Global Notes that (x) are in Authorized Denominations

and have an aggregate Original Principal Amount equal to the Original Principal Amount that is to be so transferred but that is not effected

by notation as provided above; and (y) bear each legend, if any, required by Section 2.09; and

(b) to a

transferee that will hold its interest in such old Physical Note (or such portion thereof) to be so transferred in the form of one

or more Physical Notes, the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance

with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate Original Principal

Amount equal to the Original Principal Amount to be so transferred; (y) are registered in the name of such transferee; and (z) bear

each legend, if any, required by Section 2.09; and

(4)

in the case of an exchange, the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance

with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate Original Principal Amount

equal to the Original Principal Amount to be so exchanged; (y) are registered in the name of the Person to whom such old Physical Note

was registered; and (z) bear each legend, if any, required by Section 2.09.

(D)

Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted”

CUSIP number or that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to:

(i)

cause such Note to be identified by an “unrestricted” CUSIP number;

(ii)

remove such Restricted Note Legend; or

(iii)

then the Company, the Trustee and the Registrar

may refuse to effect such identification, removal or transfer, as applicable, in each of their sole discretion. The Company, the Trustee

and the Registrar may choose to effect such identification, removal or transfer upon delivery of such certificates or other documentation

or evidence as the Company, the Trustee and the Registrar may require for the Company to determine that such identification, removal or

transfer, as applicable, complies with the Securities Act and other applicable securities laws, including the application of Rule 144(i).

(E)

Transfers of Notes Subject to Redemption, Repurchase or Conversion. Notwithstanding anything to the contrary in this Indenture

or the Notes, the Company, the Trustee and the Registrar will not be required to register the transfer of or exchange any Note that (i)

has been surrendered for conversion, except to the extent that any portion of such Note is not subject to conversion; (ii) is subject

to a Fundamental Change Repurchase Notice validly delivered, and not withdrawn, pursuant to Section 4.02(F), except to the extent that

any portion of such Note is not subject to such notice or the Company fails to pay the applicable Fundamental Change Repurchase Price

when due; or (iii) has been selected for Redemption pursuant to a Redemption Notice, except to the extent that any portion of such Note

is not subject to Redemption or the Company fails to pay the applicable Redemption Price when due.

Section

2.11 Exchange

and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption.

(A) Partial

Conversions of Physical Notes and Partial Repurchases of Physical Notes Pursuant to a Repurchase Upon Fundamental Change or

Redemption. If only a portion of a Physical Note of a Holder is to be converted pursuant to Article 5 or repurchased pursuant to

a Repurchase Upon Fundamental Change or Redemption, then, as soon as reasonably practicable after such Physical Note is surrendered

for such conversion or repurchase, as applicable, the Company will cause such Physical Note to be exchanged, pursuant and subject to

Section 2.10(C), for (i) one or more Physical Notes that are in Authorized Denominations and have an aggregate Original Principal

Amount equal to the Original Principal Amount of such Physical Note that is not to be so converted or repurchased, as applicable,

and deliver such Physical Note(s) to such Holder; and (ii) a Physical Note having an Original Principal Amount equal to the Original

Principal Amount to be so converted or repurchased, as applicable, which Physical Note will be converted or repurchased, as

applicable, pursuant to the terms of this Indenture; provided, however, that the Physical Note referred to in this clause (ii) need

not be issued at any time after which such Original Principal Amount subject to such conversion or repurchase, as applicable, is

deemed to cease to be outstanding pursuant to Section 2.18.

(B)

Cancellation of Notes that Are Converted and Notes that Are Repurchased Pursuant to a Repurchase Upon Fundamental Change or

Redemption.

(i)

Physical Notes. If a Physical Note (or any portion thereof that has not theretofore been exchanged pursuant to Section 2.11(A))

of a Holder is to be converted pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption, then,

promptly after the later of the time such Physical Note (or such portion) is deemed to cease to be outstanding pursuant to Section 2.18

and the time such Physical Note is surrendered for such conversion or repurchase, as applicable, (1) such Physical Note will be cancelled

pursuant to Section 2.15; and (2) in the case of a partial conversion or repurchase, as applicable, the Company will issue, execute and

deliver to such Holder, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that

(x) are in Authorized Denominations and have an aggregate Original Principal Amount equal to the Original Principal Amount of such Physical

Note that is not to be so converted or repurchased, as applicable; (y) are registered in the name of such Holder; and (z) bear each legend,

if any, required by Section 2.09.

(ii)

Global Notes. If a Global Note (or any portion thereof) is to be converted pursuant to Article 5 or repurchased pursuant

to a Repurchase Upon Fundamental Change or Redemption, then, promptly after the time such Note (or such portion) is deemed to cease to

be outstanding pursuant to Section 2.18, the Trustee will reflect a decrease of the Original Principal Amount of such Global Note in an

amount equal to the Original Principal Amount of such Global Note to be so converted or repurchased, as applicable, by notation on the

“Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if the Original Principal Amount

of such Global Note is zero following such notation, cancel such Global Note pursuant to Section 2.15).

Section 2.12

Removal of Transfer Restrictions.

Without limiting the

generality of any other provision of this Indenture (including Section 3.04), the Restricted Note Legend affixed to any Note will be

deemed, pursuant to this Section 2.12 and the footnote to such Restricted Note Legend, to be removed therefrom upon the

Company’s delivery to the Trustee of notice, signed on behalf of the Company by one (1) of its Officers, to such effect (and,

for the avoidance of doubt, such notice need not be accompanied by an Officer’s Certificate or an Opinion of Counsel in order

to be effective to cause such Restricted Note Legend to be deemed to be removed from such Note). If such Note bears a

“restricted” CUSIP or ISIN number at the time of such delivery, then, upon such delivery, such Note will be deemed,

pursuant to this Section 2.12 and the footnotes to the CUSIP and ISIN numbers set forth on the face of the certificate representing

such Note, to thereafter bear the “unrestricted” CUSIP and ISIN numbers identified in such footnotes.

Section 2.13

Replacement Notes.

If a Holder of any Note claims

that such Note has been mutilated, lost, destroyed or wrongfully taken, then the Company will issue, execute and deliver, and the Trustee

will authenticate, in each case in accordance with Section 2.02, a replacement Note upon surrender to the Trustee of such mutilated Note,

or upon delivery to the Trustee of evidence of such loss, destruction or wrongful taking reasonably satisfactory to the Trustee and the

Company. In the case of a lost, destroyed or wrongfully taken Note, the Company and the Trustee may require the Holder thereof to provide

such security or indemnity that is satisfactory to the Company and the Trustee to protect the Company and the Trustee from any loss that

any of them may suffer if such Note is replaced.

Every replacement Note issued

pursuant to this Section 2.13 will be an additional obligation of the Company and will be entitled to all of the benefits of this Indenture

equally and ratably with all other Notes issued under this Indenture.

Section 2.14

Registered Holders; Certain Rights with Respect to Global Notes.

Except to the extent rights

hereunder are expressly granted to owners of beneficial interests in Notes, only the Holder of a Note will have rights under this Indenture

as the owner of such Note. Without limiting the generality of the foregoing, Depositary Participants will have no rights as such under

this Indenture with respect to any Global Note held on their behalf by the Depositary or its nominee, or by the Trustee as its custodian,

and the Company, the Trustee and the Note Agents, and their respective agents, may treat the Depositary as the absolute owner of such

Global Note for all purposes whatsoever; provided, however, that (A) the Holder of any Global Note may grant proxies and otherwise

authorize any Person, including Depositary Participants and Persons that hold interests in Notes through Depositary Participants, to take

any action that such Holder is entitled to take with respect to such Global Note under this Indenture or the Notes; and (B) the Company

and the Trustee, and their respective agents, may give effect to any written certification, proxy or other authorization furnished by

the Depositary.

Section 2.15

Cancellation.

The Company may at any time

deliver Notes to the Trustee for cancellation. The Registrar, the Paying Agent and the Conversion Agent will forward to the Trustee each

Note duly surrendered to them for transfer, exchange, payment or conversion. The Trustee will promptly cancel all Notes so surrendered

to it in accordance with its customary procedures. Without limiting the generality of Section 2.03(B), the Company may not originally

issue new Notes to replace Notes that it has paid or that have been cancelled upon transfer, exchange, payment or conversion.

Section 2.16

Notes Held by the Company or its Affiliates.

Without limiting the generality

of Section 2.18, in determining whether the Holders of the required aggregate Original Principal Amount of Notes have concurred in any

direction, waiver or consent, Notes owned by the Company or any of its Affiliates will be deemed not to be outstanding; provided, however,

that, for purposes of determining whether the Trustee is protected in relying on any such direction, waiver or consent, only Notes that

a Responsible Officer of the Trustee knows are so owned will be so disregarded.

Section 2.17

Temporary Notes.

Until definitive Notes are

ready for delivery, the Company may issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section

2.02, temporary Notes. Temporary Notes will be substantially in the form of definitive Notes but may have variations that the Company

considers appropriate for temporary Notes. The Company will promptly prepare, issue, execute and deliver, and the Trustee will authenticate,

in each case in accordance with Section 2.02, definitive Notes in exchange for temporary Notes. Until so exchanged, each temporary Note

will in all respects be entitled to the same benefits under this Indenture as definitive Notes.

Section 2.18

Outstanding Notes.

(A)

Generally. The Notes that are outstanding at any time will be deemed to be those Notes that, at such time, have been duly

executed and authenticated, excluding those Notes (or portions thereof) that have theretofore been (i) cancelled by the Trustee or delivered

to the Trustee for cancellation in accordance with Section 2.15; (ii) assigned an Original Principal Amount of zero by notation on the

“Schedule of Exchanges of Interests in the Global Note” forming part of any a Global Note representing such Note; (iii) paid

in full (including upon conversion) in accordance with this Indenture; or (iv) deemed to cease to be outstanding to the extent provided

in, and subject to, clause (B), (C) or (D) of this Section 2.18.

(B)

Replaced Notes. If a Note is replaced pursuant to Section 2.13, then such Note will cease to be outstanding at the time

of its replacement, unless the Trustee and the Company receive proof reasonably satisfactory to them that such Note is held by a “bona

fide purchaser” under applicable law.

(C)

Maturing Notes and Notes Called for Redemption or Subject to Repurchase. If, on a Redemption Date, a Fundamental Change

Repurchase Date or the Maturity Date, the Paying Agent holds money sufficient to pay the aggregate Redemption Price, Fundamental Change

Repurchase Price or Accreted Principal Amount, respectively, together, in each case, with the aggregate interest, in each case due on

such date, then (unless there occurs a Default in the payment of any such amount) (i) the Notes (or portions thereof) to be redeemed or

repurchased, or that mature, on such date will be deemed, as of such date, to cease to be outstanding, except to the extent provided in

Section 4.02(D), 4.03(F) or 5.02(D); and (ii) the rights of the Holders of such Notes (or such portions thereof), as such, will terminate

with respect to such Notes (or such portions thereof), other than the right to receive the Redemption Price, Fundamental Change Repurchase

Price or Accreted Principal Amount, as applicable, of, and accrued and unpaid interest on, such Notes (or such portions thereof), in each

case as provided in this Indenture.

(D)

Notes to Be Converted. At the Close of Business on the Conversion Date for any Note (or any portion thereof) to be converted,

such Note (or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or interest due, pursuant

to Section 5.03(B) or Section 5.02(D), upon such conversion) be deemed to cease to be outstanding, except to the extent provided in Section

5.02(D) or Section 5.08.

(E)

Cessation of Accrual of Interest. Except as provided in Section 4.02(D), 4.03(F) or 5.02(D), interest will cease to accrue

on each Note from, and including, the date that such Note is deemed, pursuant to this Section 2.18, to cease to be outstanding, unless

there occurs a default in the payment or delivery of any cash or other property due on such Note.

Section 2.19

Repurchases by the Company.

Without limiting the generality

of Section 2.15, the Company may, from time to time, repurchase Notes in open market purchases or in negotiated transactions without delivering

prior notice to Holders.

Section 2.20

CUSIP and ISIN Numbers.

Subject to Section 2.12, the

Company may use one or more CUSIP or ISIN numbers to identify any of the Notes, and, if so, the Company and the Trustee will use such

CUSIP or ISIN number(s) in notices to Holders; provided, however, that (i) the Trustee makes no representation as to the correctness

or accuracy of any such CUSIP or ISIN number; and (ii) the effectiveness of any such notice will not be affected by any defect in, or

omission of, any such CUSIP or ISIN number. The Company will promptly notify the Trustee of any change in the CUSIP or ISIN number(s)

identifying any Notes.

Section 2.21

Accretion.

Commencing on the Issue Date,

to, and including, the Maturity Date, the principal amount of the Notes shall accrete in the manner provided in this Section 2.21. Exhibit

C hereto sets forth the Accreted Principal Amounts per $1,000 Original Principal Amount of Notes as of specified dates during the period

from the Issue Date through the Maturity Date, and the method of calculating the Accreted Principal Amount on any given date. If a calculation

of the Accreted Principal Amount is required at any given time, the Company will make such calculation in accordance with the method set

forth on Exhibit C hereto, and will provide such calculations to the Trustee and (upon request) the Holders. The Holders may deliver a

written request to the Company (with a copy to the Trustee) to provide such calculations and the Company shall provide such calculations

promptly (and, in any event, no later than five (5) Business Days following the date the Company receives such request).

Article

III

COVENANTS

Section 3.01

Payment on Notes.

(A)

Generally. The Company will pay or cause to be paid all the principal of, the Fundamental Change Repurchase Price and Redemption

Price for, interest on, and other amounts due with respect to, the Notes on the dates and in the manner set forth in this Indenture.

(B)

Deposit of Funds. Before 11:00 A.M., New York City time, on each Redemption Date, Fundamental Change Repurchase Date or

Interest Payment Date, and on the Maturity Date or any other date on which any cash amount is due on the Notes, the Company will deposit,

or will cause there to be deposited, with the Paying Agent cash, in funds immediately available on such date, sufficient to pay the cash

amount due on the applicable Notes on such date. The Paying Agent will return to the Company, as soon as practicable, any money not required

for such purpose.

Section 3.02

Exchange Act Reports.

(A)

Generally. The Company will send to the Trustee copies of all reports that the Company is required to file or furnish with

the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act within fifteen (15) calendar days after the date that the Company is required

to file or furnish the same (after giving effect to all applicable grace periods under the Exchange Act); provided, however, that

the Company need not send to the Trustee any material for which the Company has received, or is seeking in good faith and has not been

denied, confidential treatment by the SEC. Any report that the Company files with or furnishes to the SEC through the EDGAR system (or

any successor thereto) will be deemed to be sent to the Trustee at the time such report is so filed or furnished via the EDGAR system

(or such successor). Upon the request of any Holder, the Trustee will provide to such Holder a copy of any report that the Company has

sent the Trustee pursuant to this Section 3.02(A), other than a report that is deemed to be sent to the Trustee pursuant to the preceding

sentence.

The “grace periods”

referred to in the preceding paragraph with respect to any report will include the maximum period afforded by Rule 12b-25 (or any successor

rule thereto) under the Exchange Act regardless of whether the Company files, or indicates in the related Form 12b-25 (or any successor

form thereto) that Company expects to or will file, such report before the expiration of such maximum period.

(B)

Trustee’s Disclaimer. The Trustee need not determine whether the Company has filed or furnished any material via the

EDGAR system (or such successor). The sending or filing of reports pursuant to Section 3.02(A) will not be deemed to constitute actual

or constructive knowledge of or notice to the Trustee of any information contained, or determinable from information contained, therein,

including the Company’s compliance with any of its covenants under this Indenture.

Section 3.03

Rule 144A Information.

If the Company is not

subject to Section 13 or 15(d) of the Exchange Act at any time when any Notes or shares of Common Stock issuable upon conversion of

the Notes are outstanding and constitute “restricted securities” (as defined in Rule 144), then the Company (or its

successor) will promptly provide, to the Trustee and, upon written request, to any Holder, beneficial owner or prospective purchaser

of such Notes or shares, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate

the resale of such Notes or shares pursuant to Rule 144A. The Company (or its successor) will take such further action as any Holder

or beneficial owner of such Notes or shares may reasonably request to enable such Holder or beneficial owner to sell such Notes or

shares pursuant to Rule 144A.

Section 3.04

Additional Interest.

(A)

Accrual of Additional Interest. If, at any time following the date that is three hundred eighty days (380) following the

Last Issue Date of a Note, such Note is not Freely Tradable, then Additional Interest will accrue on such Note for each day during such

period on which such failure is continuing or such Note is not Freely Tradable.

(B)

Amount and Payment of Additional Interest. Subject to Section 3.04(C), any Additional Interest that accrues on a Note pursuant

to Section 3.04(A) will be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate

per annum equal to one quarter of one percent (0.25%) of the Original Principal Amount thereof for the first ninety (90) days on which

Additional Interest accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the Original Principal Amount

thereof; provided, however, that in no event will Additional Interest (excluding any interest that accrues on any Deferred Additional

Interest pursuant to Section 3.04(C)), together with any Special Interest, accrue on any day on a Note at a combined rate per annum that

exceeds one half of one percent (0.50%). For the avoidance of doubt, any Additional Interest that accrues on a Note will be in addition

to the Stated Interest that accrues on such Note and, subject to the proviso of the immediately preceding sentence, in addition to any

Special Interest that accrues on such Note.

(C)

Deferral of Additional Interest.

(i) Generally.

Notwithstanding anything to the contrary in this Section 3.04, but subject to Section 3.04(C)(iii), Additional Interest that accrues

on any Note will not be payable on any Interest Payment Date unless (1) a Holder (or an owner of a beneficial interest in a Global

Note) has delivered to the Company and the Trustee, no later than the fifth (5th) Business Day before the Regular Record Date

immediately before such Interest Payment Date, a written notice (a “Deferred Additional Interest Demand Request”)

demanding payment of Additional Interest; or (2) the Company, in its sole and absolute discretion, elects, by sending notice of such

election (a “Notice of Election to Pay Deferred Additional Interest”) to Holders (with a copy to the Trustee)

before such Regular Record Date, to pay such Additional Interest on such Interest Payment Date (any accrued and unpaid Additional

Interest that, in accordance with this sentence, is not paid on such Interest Payment Date being “Deferred Additional

Interest”). Without further action by the Company or any other Person, interest will accrue on such Deferred Additional

Interest from, and including, such Interest Payment Date at a rate per annum equal to the rate per annum at which Stated Interest

accrues on the Notes to, but excluding, the date on which such Deferred Additional Interest, together with accrued interest thereon,

is paid. Once any accrued and unpaid Additional Interest becomes payable on an Interest Payment Date (whether as a result of the

delivery of a written notice pursuant to clause (1) above or, if earlier, the Company’s election to pay the same pursuant to

clause (2) above), Additional Interest will thereafter not be subject to deferral pursuant to this Section 3.04(C).

(ii)

Interpretive Provisions. Each reference in this Indenture or the Notes to any accrued interest (including in the definitions

of the Redemption Price and the Fundamental Change Repurchase Price for any Note) or to any accrued Additional Interest includes, to the

extent applicable, and without duplication, any Deferred Additional Interest, together with accrued and unpaid interest thereon. For the

avoidance of doubt, the failure to pay any accrued and unpaid Additional Interest on an Interest Payment Date will not constitute a Default

or an Event of Default under this Indenture or the Notes if such payment is deferred in accordance with Section 3.04(C)(i). Otherwise,

such a failure to pay will be subject to Section 7.01(A)(ii).

(iii)

Payment or Extinguishment Upon Maturity. Notwithstanding anything to the contrary in this Indenture or the Notes, if

(1)

any unpaid Deferred Additional Interest exists on any Notes as of the Close of Business on the Regular Record Date immediately

preceding the Maturity Date; (2) no Holder (or owner of a beneficial interest in a Global Note) has delivered a Deferred Additional Interest

Demand Request in the manner set forth in Section 3.04(C)(i) on or before the fifth (5th) Business Day before such Regular Record Date;

and (3) the Company has not sent a Notice of Election to Pay Deferred Additional Interest in the manner set forth in Section 3.04(C)(i)

before such Regular Record Date, then Deferred Additional Interest on each Note then outstanding will cease to accrue, and all Deferred

Additional Interest, together with interest thereon, on such Note will be deemed to be extinguished on the following date: (a) if such

Note is to be Converted, the Conversion Date for such Conversion (it being understood, for the avoidance of doubt, that the Conversion

Consideration therefor need not include, and the amount referred to in clause (i) of Section 5.02(D) need not include, the payment of

any such Deferred Additional Interest or any interest thereon); and (b) in all other cases, the later of (x) the Maturity Date and (y)

the first date on which the Company has repaid the Accreted Principal Amount of, and accrued and unpaid interest (other than such Deferred

Additional Interest and any interest thereon) on, such Note in full.

(D) Notice of Accrual

of Additional Interest; Trustee’s Disclaimer. The Company will send notice to the Holder of each Note, and to the Trustee,

of the commencement and termination of any period in which Additional Interest accrues on such Note, except that no such notice is

required in respect of any Additional Interest that is deferred in accordance with Section 3.04(C). In addition, if Additional

Interest accrues on any Note, then, no later than five (5) Business Days before each date on which such Additional Interest is to be

paid, the Company will deliver an Officer’s Certificate to the Trustee and the Paying Agent stating (i) that the Company is

obligated to pay Additional Interest on such Note on such date of payment; and (ii) the amount of such Additional Interest that is

payable on such date of payment. The Trustee (x) will have no duty to determine whether any Additional Interest is payable (or

whether the same is deferred or is accruing interest) or the amount thereof and (y) may assume (without inquiry) that no Additional

Interest is payable or has been deferred unless and until the Company delivers such Officer’s Certificate.

(E)

Exclusive Remedy. The accrual of Additional Interest will be the exclusive remedy available to Holders for the failure of

their Notes to become Freely Tradable.

Section 3.05

Compliance and Default Certificates.

(A)

Annual Compliance Certificate. Within one hundred and twenty (120) days after the last day of each fiscal year of the Company,

beginning with the first such fiscal year ending after the date of this Indenture, the Company will deliver an Officer’s Certificate

to the Trustee stating (i) that the signatory thereto has supervised a review of the activities of the Company and its Subsidiaries during

such fiscal year with a view towards determining whether any Default or Event of Default has occurred; and (ii) whether, to such signatory’s

knowledge, a Default or Event of Default has occurred or is continuing (and, if so, describing all such Defaults or Events of Default

and what action the Company is taking or proposes to take with respect thereto).

(B)

Default Certificate. If a Default or Event of Default occurs, then the Company will, within thirty (30) days after its first

occurrence, deliver an Officer’s Certificate to the Trustee describing the same and what action the Company is taking or proposes

to take with respect thereto; provided, however, that the Company will not be required to deliver such Officer’s Certificate

at any time after such Default or Event of Default is cured or waived.

Section 3.06

Stay, Extension and Usury Laws.

To the extent that it may

lawfully do so, the Company (A) agrees that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the

benefit or advantage of, any stay, extension or usury law (wherever or whenever enacted or in force) that may affect the covenants or

the performance of this Indenture; and (B) expressly waives all benefits or advantages of any such law and agrees that it will not, by

resort to any such law, hinder, delay or impede the execution of any power granted to the Trustee by this Indenture, but will suffer and

permit the execution of every such power as though no such law has been enacted.

Section 3.07

Acquisition of Notes by the Company and its Affiliates.

Without limiting the generality

of Section 2.18, Notes that the Company or any of its Subsidiaries have purchased or otherwise acquired will be deemed to remain outstanding

(except to the extent provided in Section 2.16) until such time as such Notes are delivered to the Trustee for cancellation.

Section 3.08

Existence.

Subject to Article 6, the

Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

Section 3.09

[Reserved].

Section 3.10 Settlement

in Common Stock in the Event of Withholding or Deduction upon Conversion.

In the event that any withholding

or deduction (other than any de minimis amount of withholding or deduction in the nature of the costs of issuance of shares of

Common Stock) is required by law upon or in connection with any payments of cash upon conversion of the Notes or deliveries of shares

of Common Stock (together with payments of cash for any shares of Common Stock that would represent a fractional share) upon conversion

of the Notes, whether made in cash, shares of Common Stock or other consideration, the Company shall timely take any reasonable measures

to minimize or eliminate such withholding or deduction including but not limited to, by electing to settle the conversion of the Notes

solely in Common Stock and not to settle the conversion in cash (in whole or in part). If such withholding or deduction can be eliminated

(or reduced to a de minimis amount in the nature of the costs of issuance of shares of Common Stock) if Physical Settlement is

the applicable settlement method for a conversion of the Notes, the Company will be deemed to have elected Physical Settlement for all

conversions otherwise subject to such withholding or deduction.

Article

REPURCHASE AND REDEMPTION

Section 4.01

No Sinking Fund.

No sinking fund is required

to be provided for the Notes.

Section 4.02

Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change.

(A)

Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change. Subject to the other terms of this

Section 4.02, if a Fundamental Change occurs, then each Holder will have the right (the “Fundamental Change Repurchase Right”)

to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Fundamental

Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.

(B)

Repurchase Prohibited in Certain Circumstances. If the Accreted Principal Amount of the Notes has been accelerated and such

acceleration has not been rescinded on or before the Fundamental Change Repurchase Date for a Repurchase Upon Fundamental Change (including

as a result of the payment of the related Fundamental Change Repurchase Price, and any related interest pursuant to the proviso to the

first sentence of Section 4.02(D), on such Fundamental Change Repurchase Date), then (i) the Company may not repurchase any Notes pursuant

to this Section 4.02; and (ii) the Company will cause any Notes theretofore surrendered for such Repurchase Upon Fundamental Change to

be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions for book-entry transfer to

the Company, the Trustee or the Paying Agent of the applicable beneficial interest in such Notes in accordance with the Depositary Procedures).

Change Repurchase Date. The Fundamental Change Repurchase Date for any Fundamental Change will be a Business Day of the

Company’s choosing that is no more than thirty-five (35), nor less than twenty (20), Business Days after the date the Company

sends the related Fundamental Change Notice pursuant to Section 4.02(E).

(D)

Fundamental Change Repurchase Price. The Fundamental Change Repurchase Price for any Note to be repurchased upon a Repurchase

Upon Fundamental Change following a Fundamental Change is an amount in cash equal to the Accreted Principal Amount of such Note plus accrued

and unpaid interest on such Note to, but excluding, the Fundamental Change Repurchase Date for such Fundamental Change; provided, however,

that if such Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, then (i)

the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Repurchase Upon Fundamental

Change, to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued

on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through

such Interest Payment Date, if such Fundamental Change Repurchase Date is before such Interest Payment Date); and (ii) the Fundamental

Change Repurchase Price will not include accrued and unpaid interest on such Note to, but excluding, such Fundamental Change Repurchase

Date. For the avoidance of doubt, if an Interest Payment Date is not a Business Day within the meaning of Section 2.05(C) and such Fundamental

Change Repurchase Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on

Notes to, but excluding, such Interest Payment Date will be paid, in accordance with Section 2.05(C), on the next Business Day to Holders

as of the Close of Business on the immediately preceding Regular Record Date; and (y) the Fundamental Change Repurchase Price will include

interest on Notes to be repurchased from, and including, such Interest Payment Date.

(E)

Fundamental Change Notice. On or before the twentieth (20th) calendar day after the effective date of a Fundamental Change,

the Company will send to each Holder, the Trustee, the Conversion Agent and the Paying Agent a notice of such Fundamental Change (a “Fundamental

Change Notice”).

Such Fundamental Change Notice

must state:

(i)

briefly, the events causing such Fundamental Change;

(ii)

the effective date of such Fundamental Change;

(iii)

the procedures that a Holder must follow to require the Company to repurchase its Notes pursuant to this Section 4.02, including

the deadline for exercising the Fundamental Change Repurchase Right and the procedures for submitting and withdrawing a Fundamental Change

Repurchase Notice;

(iv)

the Fundamental Change Repurchase Date for such Fundamental Change;

(v)

the Fundamental Change Repurchase Price per $1,000 Original Principal Amount of Notes for such Fundamental Change (and, if such

Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner

and timing of the interest payment payable pursuant to the proviso to the first sentence of Section 4.02(D));

(vi)

the name and address of the Paying Agent and the Conversion Agent;

(vii)

the Conversion Rate in effect on the date of such Fundamental Change Notice and a description and quantification of any adjustments

to the Conversion Rate that may result from such Fundamental Change (including pursuant to Section 5.07);

(viii)

that Notes for which a Fundamental Change Repurchase Notice has been duly tendered and not duly withdrawn must be delivered to

the Paying Agent for the Holder thereof to be entitled to receive the Fundamental Change Repurchase Price;

(ix)

that Notes (or any portion thereof) that are subject to a Fundamental Change Repurchase Notice that has been duly tendered may

be converted only if such Fundamental Change Repurchase Notice is withdrawn in accordance with this Indenture; and

(x)

the CUSIP and ISIN numbers, if any, of the Notes.

Neither the failure to deliver

a Fundamental Change Notice nor any defect in a Fundamental Change Notice will limit the Fundamental Change Repurchase Right of any Holder

or otherwise affect the validity of any proceedings relating to any Repurchase Upon Fundamental Change.

(F)

Procedures to Exercise the Fundamental Change Repurchase Right.

(i)

Delivery of Fundamental Change Repurchase Notice and Notes to Be Repurchased. To exercise its Fundamental Change Repurchase

Right for a Note following a Fundamental Change, the Holder thereof must deliver to the Paying Agent:

(1)

before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date (or such later

time as may be required by law), a duly completed, written Fundamental Change Repurchase Notice with respect to such Note; and

(2)

such Note, duly endorsed for transfer (if such Note is a Physical Note) or by book-entry transfer (if such Note is a Global Note).

The Paying Agent will promptly

deliver to the Company a copy of each Fundamental Change Repurchase Notice that it receives.

(ii)

Contents of Fundamental Change Repurchase Notices. Each Fundamental Change Repurchase Notice with respect to a Note must

state:

(1)

if such Note is a Physical Note, the certificate number of such Note;

(2)

the Original Principal Amount of such Note to be repurchased, which must be an Authorized Denomination; and

(3)

that such Holder is exercising its Fundamental Change Repurchase Right with respect to such Original Principal Amount of such

Note;

provided, however, that if such

Note is a Global Note, then such Fundamental Change Repurchase Notice must comply with the Depositary Procedures (and any such Fundamental

Change Repurchase Notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the requirements of this Section

4.02(F)).

(iii)

Withdrawal of Fundamental Change Repurchase Notice. A Holder that has delivered a Fundamental Change Repurchase Notice with respect

to a Note may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent at any

time before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date. Such withdrawal

notice must state:

(1)

if such Note is a Physical Note, the certificate number of such Note;

(2)

the Original Principal Amount of such Note to be withdrawn, which must be an Authorized Denomination; and

(3)

the Original Principal Amount of such Note, if any, that remains subject to such Fundamental Change Repurchase Notice, which must

be an Authorized Denomination;

provided, however, that if such

Note is a Global Note, then such withdrawal notice must comply with the Depositary Procedures (and any such withdrawal notice delivered

in compliance with the Depositary Procedures will be deemed to satisfy the requirements of this Section 4.02(F)).

Upon receipt of any such withdrawal

notice with respect to a Note (or any portion thereof), the Paying Agent will (x) promptly deliver a copy of such withdrawal notice to

the Company; and (y) if such Note is surrendered to the Paying Agent, cause such Note (or such portion thereof in accordance with Section

2.11, treating such Note as having been then surrendered for partial repurchase in the amount set forth in such withdrawal notice as remaining

subject to repurchase) to be returned to the Holder thereof (or, if applicable with respect to any Global Note, cancel any instructions

for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interest in such Note in accordance

with the Depositary Procedures).

(G) Payment of the

Fundamental Change Repurchase Price. Without limiting the Company’s obligation to deposit the Fundamental Change

Repurchase Price within the time prescribed by Section 3.01(B), the Company will cause the Fundamental Change Repurchase Price for a

Note (or portion thereof) to be repurchased pursuant to a Repurchase Upon Fundamental Change to be paid to the Holder thereof on or

before the later of (i) the applicable Fundamental Change Repurchase Date; and (ii) the date (x) such Note is delivered to the

Paying Agent (in the case of a Physical Note) or (y) the Depositary Procedures relating to the repurchase, and the delivery to the

Paying Agent, of such Holder’s beneficial interest in such Note to be repurchased are complied with (in the case of a Global

Note). For the avoidance of doubt, interest payable pursuant to the proviso to the first sentence of Section 4.02(D) on any Note to

be repurchased pursuant to a Repurchase Upon Fundamental Change must be paid pursuant to such proviso regardless of whether such

Note is delivered or such Depositary Procedures are complied with pursuant to the first sentence of this Section 4.02(G).

(H)

Third Party May Conduct Repurchase Offer In Lieu of the Company. Notwithstanding anything to the contrary in this Section

4.02, the Company will be deemed to satisfy its obligations under this Section 4.02 if (i) one or more third parties conduct any Repurchase

Upon Fundamental Change and related offer to repurchase Notes otherwise required by this Section 4.02 in a manner that would have satisfied

the requirements of this Section 4.02 if conducted directly by the Company; and (ii) an owner of a beneficial interest in any Note repurchased

by such third party or parties will not receive a lesser amount (as a result of taxes) than such owner would have received had the Company

repurchased such Note.

(I)

No Requirement to Conduct an Offer to Repurchase Notes if the Fundamental Change Results in the Notes Becoming Convertible into

an Amount of Cash Exceeding the Fundamental Change Repurchase Price. Notwithstanding anything to the contrary in this Section 4.02,

the Company will not be required to send a Fundamental Change Notice pursuant to Section 4.02(E), or offer to repurchase or repurchase

any Notes pursuant to this Section 4.02, in connection with a Common Stock Change Event that constitutes a Fundamental Change pursuant

to clause (B)(ii) of the definition thereof (regardless of whether such Common Stock Change Event also constitutes a Fundamental Change

pursuant to any other clause of such definition), if (i) the Reference Property of such Common Stock Change Event consists entirely of

cash in U.S. dollars; (ii) immediately after such Fundamental Change, the Notes become convertible, pursuant to Section 5.09(A) and, if

applicable, Section 5.07, into consideration that consists solely of U.S. dollars in an amount per $1,000 Original Principal Amount of

Notes that equals or exceeds the Fundamental Change Repurchase Price per $1,000 Original Principal Amount of Notes (calculated assuming

that the same includes accrued and unpaid interest to, but excluding, the latest possible Fundamental Change Repurchase Date for such

Fundamental Change); and (iii) the Company timely sends the notice relating to such Fundamental Change required pursuant to Section 5.01(C)(i)(3)(b)

and includes, in such notice, a statement that the Company is relying on this Section 4.02(I).

(J)

Compliance with Applicable Securities Laws. To the extent applicable, the Company will comply, in all material respects,

with all federal and state securities laws in connection with a Repurchase Upon Fundamental Change (including complying with Rules 13e-4

and 14e-1 under the Exchange Act and filing any required Schedule TO, to the extent applicable) so as to permit effecting such Repurchase

Upon Fundamental Change in the manner set forth in this Indenture; provided, however, that, to the extent that the Company’s

obligations pursuant to this Section 4.02 conflict with any law or regulation that is applicable to the Company and enacted after the

Issue Date, the Company’s compliance with such law or regulation will not be considered to be a Default of such obligations, and

instead the Company will be deemed to be in compliance with such obligations if the Company complies with its obligation to repurchase

Notes upon the occurrence of a Fundamental Change in accordance with this Section 4.02, modified as necessary by the Company in good faith

to permit compliance with such law or regulation.

(K)

Repurchase in Part. Subject to the terms of this Section 4.02, Notes may be repurchased pursuant to a Repurchase Upon Fundamental

Change in part, but only in Authorized Denominations. Provisions of this Section 4.02 applying to the repurchase of a Note in whole will

equally apply to the repurchase of a permitted portion of a Note.

Section 4.03

Right of the Company to Redeem the Notes.

(A)

No Right to Redeem the Notes Before [●], 20[●].

The Company may not redeem

the Notes at its option pursuant to this Section 4.03 at any time before [●], 20[●].

(B)

Right to Redeem the Notes on or After [●], 20[●]. Subject to the terms of this Section 4.03, the Company has

the right, at its election, to redeem all, or any portion in an Authorized Denomination, of the Notes, at any time, and from time to time,

on a Redemption Date on or after [●], 20[●], and on or before the thirtieth (30th) Scheduled Trading Day immediately before

the Maturity Date, for a cash purchase price equal to the Redemption Price, but only if (i) the Notes are Freely Tradable and all accrued

and unpaid Additional Interest, if any, has been paid, as of the Redemption Notice Date and (ii) the Last Reported Sale Price per share

of Common Stock is equal to or exceeds the product of one hundred and thirty percent (130%) of the product of the Conversion Price and

the Accretion Ratio on (x) each of at least twenty (20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading

Days ending on, and including, the Trading Day immediately before the Redemption Notice Date for such Redemption; and (y) the Trading

Day immediately before such Redemption Notice Date; provided, however, that the Company will not be entitled to call less than

all of the outstanding Notes for Redemption unless the excess of the aggregate Accreted Principal Amount of Notes outstanding as of the

time the Company sends the related Redemption Notice over the aggregate Accreted Principal Amount of Notes set forth in such Redemption

Notice as being subject to such Redemption is at least fifty million dollars ($50,000,000). For the avoidance of doubt, the calling of

any Notes for Redemption will constitute a Make-Whole Fundamental Change with respect to such Notes pursuant to clause (B) of the definition

thereof.

(C)

[Reserved].

(D)

Redemption Prohibited in Certain Circumstances. If the Accreted Principal Amount of the Notes has been accelerated and such

acceleration has not been rescinded on or before the Redemption Date (including as a result of the payment of the related Redemption Price,

and any related interest pursuant to the proviso to the first sentence of Section 4.03(F), on such Redemption Date), then (i) the Company

may not call for Redemption or otherwise redeem any Notes pursuant to this Section 4.03; and (ii) the Company will cause any Notes theretofore

surrendered for such Redemption to be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions

for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interests in such Notes in accordance

with the Depositary Procedures).

(E) Redemption

Date. The Redemption Date for any Redemption will be a Business Day of the Company’s choosing that is no more than

fifty-five (55), nor less than thirty-five (35), Scheduled Trading Days after the Redemption Notice Date for such Redemption; provided,

however, that if, in accordance with Section 5.03(A)(i)(3), the Company has elected to settle all conversions of Notes with a

Conversion Date that occurs on or after such Redemption Notice Date and on or before the second (2nd) Business Day immediately

before the Redemption Date by Physical Settlement, then the Company may instead elect to choose a Redemption Date that is a Business

Day no more than sixty (60), nor less than fifteen (15), calendar days after such Redemption Notice Date.

(F)

Redemption Price. The Redemption Price for any Note called for Redemption is an amount in cash equal to the Accreted Principal

Amount (as of the Redemption Date for such Redemption) of such Note plus accrued and unpaid interest on such Note to, but excluding, the

Redemption Date for such Redemption; provided, however, that if such Redemption Date is after a Regular Record Date and on or before

the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled,

notwithstanding such Redemption, to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest

that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note

remained outstanding through such Interest Payment Date, if such Redemption Date is before such Interest Payment Date); and (ii) the Redemption

Price will not include accrued and unpaid interest on such Note to, but excluding, such Redemption Date. For the avoidance of doubt, if

an Interest Payment Date is not a Business Day within the meaning of Section 2.05(C) and such Redemption Date occurs on the Business Day

immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest Payment Date

will be paid, in accordance with Section 2.05(C), on the next Business Day to Holders as of the Close of Business on the immediately preceding

Regular Record Date; and (y) the Redemption Price will include interest on Notes to be redeemed from, and including, such Interest Payment

Date.

(G)

Redemption Notice. To call any Notes for Redemption, the Company must send to each Holder of such Notes, the Trustee and

the Paying Agent a written notice of such Redemption (a “Redemption Notice”).

Such Redemption Notice must

state:

(i)

that such Notes have been called for Redemption, briefly describing the Company’s Redemption right under this Indenture;

(ii)

the Redemption Date for such Redemption;

(iii)

the Redemption Price per each $1,000 Original Principal Amount of Notes for such Redemption (and, if the Redemption Date is after

a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant

to the proviso to the first sentence of Section 4.03(F));

(iv)

the name and address of the Paying Agent and the Conversion Agent;

(v) that Notes

called for Redemption may be converted at any time before the Close of Business on the second (2nd) Business Day immediately before

the Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until

such time as the Company pays such Redemption Price in full);

(vi)

the Conversion Rate in effect on the Redemption Notice Date for such Redemption and a description and quantification of any adjustments

to the Conversion Rate that may result from such Redemption (including pursuant to Section 5.07);

(vii)

the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after such Redemption

Notice Date and on or before the second (2nd) Business Day before such Redemption Date; and

(viii)

the CUSIP and ISIN numbers, if any, of the Notes.

On or before the Redemption

Notice Date, the Company will send a copy of such Redemption Notice to the Trustee, the Conversion Agent and the Paying Agent.

(H)

Selection and Conversion of Notes to Be Redeemed in Part.

(i)

If less than all Notes then outstanding are called for Redemption, then the Notes to be redeemed will be selected by the Company

as follows: (1) in the case of Global Notes, in accordance with the Depositary Procedures; and (2) in the case of Physical Notes, pro

rata, by lot or by such other method the Company considers fair and appropriate.

(ii)

If only a portion of a Note is subject to Redemption and such Note is converted in part, then the converted portion of such Note

will be deemed to be from the portion of such Note that was subject to Redemption.

(I)

Payment of the Redemption Price. Without limiting the Company’s obligation to deposit the Redemption Price by the

time prescribed by Section 3.01(B), the Company will cause the Redemption Price for a Note (or portion thereof) subject to Redemption

to be paid to the Holder thereof on or before the applicable Redemption Date. For the avoidance of doubt, interest payable pursuant to

the proviso to the first sentence of Section 4.03(F) on any Note (or portion thereof) subject to Redemption must be paid pursuant to such

proviso.

(J) Special

Provisions for Partial Calls. If the Company elects to redeem less than all of the outstanding Notes pursuant to this Section

4.03, and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine,

before the Close of Business on the thirty-second (32nd) Scheduled Trading Day (or, if, in accordance with Section 5.03(A)(i)(3),

the Company has elected to settle all conversions of Notes with a Conversion Date that occurs on or after the Redemption Notice Date

for such Redemption and on or before the second (2nd) Business Day immediately before the Redemption Date by Physical Settlement,

the tenth (10th) calendar day) immediately before the Redemption Date for such Redemption, whether such Note or beneficial interest,

as applicable, is to be redeemed pursuant to such Redemption, then such Holder or owner, as applicable, will be entitled to convert

such Note or beneficial interest, as applicable, at any time before the Close of Business on the second (2nd) Business Day

immediately before such Redemption Date, and each such conversion will be deemed to be of a Note called for Redemption for purposes

of this Section 4.03 and Sections 5.01(C)(i)(4) and 5.07. For the avoidance of doubt, each reference in this Indenture or the Notes

to (x) any Note that is called for Redemption (or similar language) includes any Note that is deemed to be called for Redemption

pursuant to this Section 4.03(J); and (y) any Note that is not called for Redemption (or similar language) excludes any Note that is

deemed to be called for Redemption pursuant to this Section 4.03(J). The Trustee and the Conversion Agent shall have no obligation

to make any determination in connection with the foregoing.

Article

CONVERSION

Section 5.01

Right to Convert.

(A)

Generally. Subject to the provisions of this Article 5, each Holder may, at its option, convert such Holder’s Notes

into Conversion Consideration.

(B)

Conversions in Part. Subject to the terms of this Indenture, Notes may be converted in part, but only in Authorized Denominations.

Provisions of this Article 5 applying to the conversion of a Note in whole will equally apply to conversions of a permitted portion of

a Note.

(C)

When Notes May Be Converted.

(i)

Generally. Subject to Section 5.01(C)(ii), a Note may be converted only in the following circumstances:

(1)

Conversion Upon Satisfaction of Common Stock Sale Price Condition. A Holder may convert its Notes during any calendar quarter

(and only during such calendar quarter) commencing after the calendar quarter ending on [●], 202[●], if the Last Reported

Sale Price per share of Common Stock is equal to or exceeds one hundred and thirty percent (130%) of the product of the Conversion Price

and the Accretion Ratio for each of at least twenty (20) Trading Days (whether or not consecutive) during the thirty (30) consecutive

Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter.

(2) Conversion

Upon Satisfaction of Note Trading Price Condition. A Holder may convert its Notes during the five (5) consecutive Business Days

immediately after any ten (10) consecutive Trading Day period (such ten (10) consecutive Trading Day period, the

“Measurement Period”) if the Trading Price per $1,000 Original Principal Amount of Notes, as determined following

a request by a Holder in accordance with the procedures set forth below, for each Trading Day of the Measurement Period was less

than ninety-eight percent (98%) of the product of the Last Reported Sale Price per share of Common Stock on such Trading Day and the

Conversion Rate on such Trading Day. The condition set forth in the preceding sentence is referred to in this Indenture as the

“Trading Price Condition.” The Trading Price will be determined by the Bid Solicitation Agent pursuant to this

Section 5.01(C)(i)(2) and the definition of “Trading Price.” The Bid Solicitation Agent (if not the Company) will have

no obligation to determine the Trading Price of the Notes unless the Company has requested such determination in writing, and the

Company will have no obligation to make such request (or seek bids itself) unless a Holder provides the Company with reasonable

evidence that the Trading Price per $1,000 Original Principal Amount of Notes would be less than ninety eight percent (98%) of the

product of the Last Reported Sale Price per share of Common Stock and the Conversion Rate. If a Holder provides such evidence, then

the Company will (if acting as Bid Solicitation Agent), or will instruct the Bid Solicitation Agent to, determine the Trading Price

of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 Original

Principal Amount of Notes is greater than or equal to ninety eight percent (98%) of the product of the Last Reported Sale Price per

share of Common Stock on such Trading Day and the Conversion Rate on such Trading Day. If the Trading Price Condition has been met

as set forth above, then the Company will notify the Holders, the Trustee and the Conversion Agent of the same. If, on any Trading

Day after the Trading Price Condition has been met as set forth above, the Trading Price per $1,000 Original Principal Amount of

Notes is greater than or equal to ninety eight percent (98%) of the product of the Last Reported Sale Price per share of Common

Stock on such Trading Day and the Conversion Rate on such Trading Day, then the Company will notify the Holders, the Trustee and the

Conversion Agent of the same.

(3)

Conversion Upon Specified Corporate Events.

(a)

Certain Distributions. If, before [●], 20[●], the Company elects to:

(I) distribute,

to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a

stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the

occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause (I) upon their

separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than

forty-five (45) calendar days after the date such distribution is first publicly announced, to subscribe for or purchase shares of

Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the

ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is

announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or

(II) distribute,

to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities,

which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding ten percent (10%)

of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced,

then, in either case, (x) the Company

will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at

least thirty-five (35) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if later in the case of any such

separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights

plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will

occur); and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business

on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take

place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required

to send notice of such distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the

same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having

to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion

Rate in effect on the record date for such distribution; and (ii) the aggregate Original Principal Amount (expressed in thousands) of

Notes held by such Holder on such record date; provided, further, that if the Company is then otherwise permitted to settle conversions

of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not elected (or been deemed to have elected) another

Settlement Method to apply, including pursuant to Section 5.03(A)(i)(1)), then the Company may instead elect to provide such notice at

least ten (10) Scheduled Trading Days before such Ex-Dividend Date, in which case (x) the Company must settle all conversions of Notes

with a Conversion Date occurring on or after the date the Company provides such notice and on or before the Business Day immediately before

the Ex-Dividend Date for such distribution (or any earlier announcement by the Company that such distribution will not take place) by

Physical Settlement; and (y) such notice must state that all such conversions will be settled by Physical Settlement.

(b) Certain

Corporate Events. If a Fundamental Change, Make-Whole Fundamental Change (other than a Make-Whole Fundamental Change pursuant to

clause (B) of the definition thereof) or Common Stock Change Event occurs (other than a merger or other business combination

transaction that is effected solely to change the Company’s jurisdiction of incorporation and that does not constitute a

Fundamental Change or a Make-Whole Fundamental Change), then, in each case, Holders may convert their Notes at any time from, and

including, the effective date of such transaction or event to, and including, the thirty fifth (35th) Trading Day after such

effective date (or, if such transaction or event also constitutes a Fundamental Change (other than an Exempted Fundamental Change),

to, but excluding, the related Fundamental Change Repurchase Date); provided, however, that if the Company does not provide

the notice referred to in the immediately following sentence by such effective date, then the last day on which the Notes are

convertible pursuant to this sentence will be extended by the number of Business Days from, and including, such effective date to,

but excluding, the date the Company provides such notice. No later than the Business Day after such effective date, the Company will

send notice to the Holders, the Trustee and the Conversion Agent of such transaction or event, such effective date and the related

right to convert Notes.

(4)

Conversion Upon Redemption. If the Company calls any Note for Redemption, then the Holder of such Note may convert such

Note at any time before the Close of Business on the second (2nd) Business Day immediately before the related Redemption Date (or, if

the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the Company pays such

Redemption Price in full).

(5)

Conversions During Free Convertibility Period. A Holder may convert its Notes at any time from, and including, [●],

203[●], until the Close of Business on the second (2nd) Scheduled Trading Day immediately before the Maturity Date.

For the avoidance of doubt, the Notes

may become convertible pursuant to any one or more of the preceding sub-paragraphs of this Section 5.01(C)(i) and the Notes ceasing to

be convertible pursuant to a particular sub-paragraph of this Section 5.01(C)(i) will not preclude the Notes from being convertible pursuant

to any other sub-paragraph of this Section 5.01(C)(i).

(ii)

Limitations and Closed Periods. Notwithstanding anything to the contrary in this Indenture or the Notes:

(1)

Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business

Day;

(2)

in no event may any Note be converted after the Close of Business on the second (2nd) Scheduled Trading Day immediately before

the Maturity Date;

(3)

if the Company calls any Note for Redemption pursuant to Section 4.03, then the Holder of such Note may not convert such Note

after the Close of Business on the second (2nd) Business Day immediately before the applicable Redemption Date, except to the extent the

Company fails to pay the Redemption Price for such Note in accordance with this Indenture; and

(4)

if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.02(F) with respect to any Note, then such

Note may not be converted, except to the extent (a) such Note is not subject to such notice; (b) such notice is withdrawn in accordance

with Section 4.02(F); or (c) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Indenture.

Section 5.02

Conversion Procedures.

(A)

Generally.

(i)

Global Notes. To convert a beneficial interest in a Global Note that is convertible pursuant to Section 5.01(C), the owner

of such beneficial interest must (1) comply with the Depositary Procedures for converting such beneficial interest (at which time such

conversion will become irrevocable); and (2) pay any amounts due pursuant to Section 5.02(D) or Section 5.02(E).

(ii)

Physical Notes. To convert all or a portion of a Physical Note that is convertible pursuant to Section 5.01(C), the Holder

of such Note must (1) complete, manually sign and deliver to the Conversion Agent the conversion notice attached to such Physical Note

or a facsimile of such conversion notice; (2) deliver such Physical Note to the Conversion Agent (at which time such conversion will become

irrevocable); (3) furnish any endorsements and transfer documents that the Company or the Conversion Agent may require; and (4) pay any

amounts due pursuant to Section 5.02(D) or Section 5.02(E).

(B)

Effect of Converting a Note. At the Close of Business on the Conversion Date for a Note (or any portion thereof) to be converted,

such Note (or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or interest due, pursuant

to Section 5.03(B) or 5.02(D), upon such conversion) be deemed to cease to be outstanding (and, for the avoidance of doubt, no Person

will be deemed to be a Holder of such Note (or such portion thereof) as of the Close of Business on such Conversion Date), except to the

extent provided in Section 5.02(D).

(C)

Holder of Record of Conversion Shares. The Person in whose name any share of Common Stock is issuable upon conversion of

any Note will be deemed to become the holder of record of such share as of the Close of Business on (i) the Conversion Date for such conversion,

in the case of Physical Settlement; or (ii) the last VWAP Trading Day of the Observation Period for such conversion, in the case of Combination

Settlement.

(D) Interest Payable

Upon Conversion in Certain Circumstances. If the Conversion Date of a Note is after a Regular Record Date and before the next

Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled,

notwithstanding such conversion (and, for the avoidance of doubt, notwithstanding anything set forth in the proviso to this

sentence), to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would

have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note

remained outstanding through such Interest Payment Date); and (ii) the Holder surrendering such Note for conversion must deliver to

the Conversion Agent, at the time of such surrender, an amount of cash equal to the amount of such interest referred to in clause

(i) above; provided, however, that the Holder surrendering such Note for conversion need not deliver such cash (v) if the

Company has specified a Redemption Date that is after such Regular Record Date and on or before the second (2nd) Business Day

immediately after such Interest Payment Date; (w) if such Conversion Date occurs after the Regular Record Date immediately before

the Maturity Date; (x) if the Company has specified a Fundamental Change Repurchase Date that is after such Regular Record Date and

on or before the Business Day immediately after such Interest Payment Date; or (y) to the extent of any Additional Interest, Special

Interest, overdue interest or interest that has accrued on any overdue interest. For the avoidance of doubt, as a result of, and

without limiting the generality of, the foregoing, if a Note is converted with a Conversion Date that is after the Regular Record

Date immediately before the Maturity Date, then the Company will pay, as provided above, the interest that would have accrued on

such Note to, but excluding, the Maturity Date. For the avoidance of doubt, if the Conversion Date of a Note to be converted is on

an Interest Payment Date, then the Holder of such Note at the Close of Business on the Regular Record Date immediately before such

Interest Payment Date will be entitled to receive, on such Interest Payment Date, the unpaid interest that has accrued on such Note

to, but excluding, such Interest Payment Date, and such Note, when surrendered for conversion, need not be accompanied by any cash

amount pursuant to the first sentence of this Section 5.02(D).

(E)

Taxes and Duties. If a Holder converts a Note, the Company will pay any documentary, stamp or similar issue or transfer

tax or duty due on the issue or delivery of any shares of Common Stock upon such conversion; provided, however, that if any tax

or duty is due because such Holder requested such shares to be registered in a name other than such Holder’s name, then such Holder

will pay such tax or duty and, until having received a sum sufficient to pay such tax or duty, the Conversion Agent may refuse to deliver

any such shares to be issued in a name other than that of such Holder.

(F)

Conversion Agent to Notify Company of Conversions. If any Note is submitted for conversion to the Conversion Agent or the

Conversion Agent receives any notice of conversion with respect to a Note, then the Conversion Agent will promptly notify the Company

and the Trustee of such occurrence, together with any other information reasonably requested by the Company, and will cooperate with the

Company to determine the Conversion Date for such Note.

Section 5.03

Settlement Upon Conversion.

(A) Settlement

Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as

provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as

provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2)

(a “Cash Settlement”); or (z) a combination of cash and shares of Common Stock, together, if applicable, with

cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”).

(i)

The Company’s Right to Elect Settlement Method. The Company will have the right to elect the Settlement Method applicable

to any conversion of a Note; provided, however, that:

(1)

subject to clause (3) below, all conversions of Notes with a Conversion Date that occurs on or after [●], 203[●], will

be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders no later than the Open

of Business on [●], 203[●];

(2)

subject to clause (3) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion

Date occurs before [●], 203[●], then the Company will send notice of such Settlement Method to the Holder of such Note no

later than the Close of Business on the Business Day immediately after such Conversion Date;

(3)

if any Notes are called for Redemption, then (a) the Company will specify, in the related Redemption Notice (and, in the case of

a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent

pursuant to Section 4.03(G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or

after the related Redemption Notice Date and on or before the second (2nd) Business Day before the related Redemption Date; and (b) if

such Redemption Date occurs on or after [●], 203[●], then such Settlement Method must be the same Settlement Method that,

pursuant to clause (1) above, applies to all conversions of Notes with a Conversion Date that occurs on or after [●], 203[●];

(4)

the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance

of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion

Dates, except as provided in clause (1) or (3) above);

(5)

if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed

to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute

a Default or Event of Default);

(6) if the

Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such

Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per

$1,000 Original Principal Amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not

constitute a Default or Event of Default); and

(7)

the Settlement Method will be subject to Sections 4.03(E) and 5.01(C)(i)(3)(a).

At or before the time the Company sends

any notice referred to in the preceding sentence, the Company will send a copy of such notice to the Trustee and the Conversion Agent,

but the failure to timely send such copy will not affect the validity of any Settlement Method election.

(ii)

The Company’s Right to Irrevocably Fix or Eliminate Settlement Methods. The Company will have the right, exercisable

at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent), to (1) irrevocably

fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice

is sent to Holders; or (2) irrevocably eliminate any one or more (but not all) Settlement Methods (including eliminating Combination Settlement

with a particular Specified Dollar Amount or range of Specified Dollar Amounts) with respect to all conversions of Notes with a Conversion

Date that occurs on or after the date such notice is sent to Holders, provided, in each case, that (w) the Settlement Method so

elected pursuant to clause (1) above, or the Settlement Method(s) remaining after any elimination pursuant to clause (2) above, as applicable,

must be a Settlement Method or Settlement Method(s), as applicable, that the Company is then permitted to elect (for the avoidance of

doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)); (x) no such irrevocable election or Default

Settlement Method change will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant

to this Indenture (including pursuant to Section 8.01(G) or this Section 5.03(A)); (y) upon any such irrevocable election pursuant to

clause (1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed; and (z) upon

any such irrevocable election pursuant to clause (2) above, the Company will, if needed, simultaneously change the Default Settlement

Method to a Settlement Method that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement

Method(s) so elected or eliminated, as applicable, and the Default Settlement Method applicable immediately after such election, and expressly

state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date

such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need

to amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless

choose to execute such an amendment at its option).

(iii) Requirement

to Publicly Disclose the Fixed or Default Settlement Method. If the Company changes the Default Settlement Method pursuant to

clause (x) of the proviso to the definition of such term or irrevocably fixes the Settlement Method(s) pursuant to Section

5.03(A)(ii), then the Company will, substantially concurrently therewith, either post the Default Settlement Method or fixed

Settlement Method(s), as applicable, on its website or disclose the same in a Current Report on Form 8-K (or any successor form)

that is filed with, or furnished to, the SEC.

(B)

Conversion Consideration.

(i)

Generally. Subject to Sections 5.03(B)(ii), 5.03(B)(iii) and 5.09(A)(ii), the type and amount of consideration (the “Conversion

Consideration”) due in respect of each $1,000 Original Principal Amount of a Note to be converted will be as follows:

(1)

if Physical Settlement applies to such conversion, a number of shares of Common Stock equal to the Conversion Rate in effect on

the Conversion Date for such conversion;

(2)

if Cash Settlement applies to such conversion, cash in an amount equal to the sum of the Daily Conversion Values for each VWAP

Trading Day in the Observation Period for such conversion; or

(3)

if Combination Settlement applies to such conversion, consideration consisting of (a) a number of shares of Common Stock equal

to the sum of the Daily Share Amounts for each VWAP Trading Day in the Observation Period for such conversion; and (b) an amount of cash

equal to the sum of the Daily Cash Amounts for each VWAP Trading Day in such Observation Period.

(ii)

Cash in Lieu of Fractional Shares. If Physical Settlement or Combination Settlement applies to the conversion of any Note

and the number of shares of Common Stock deliverable pursuant to Section 5.03(B)(i) upon such conversion is not a whole number, then such

number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon

such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) (x) the Daily

VWAP on the Conversion Date for such conversion (or, if such Conversion Date is not a VWAP Trading Day, the immediately preceding VWAP

Trading Day), in the case of Physical Settlement; or (y) the Daily VWAP on the last VWAP Trading Day of the Observation Period for such

conversion, in the case of Combination Settlement.

(iii)

Conversion of Multiple Notes by a Single Holder. If a Holder converts more than one (1) Note on a single Conversion Date,

then the Conversion Consideration due in respect of such conversion will (in the case of any Global Note, to the extent permitted by,

and practicable under, the Depositary Procedures) be computed based on the total Original Principal Amount of Notes converted on such

Conversion Date by such Holder.

(iv) Notice

of Calculation of Conversion Consideration. If Cash Settlement or Combination Settlement applies to the conversion of any Note,

then the Company will determine the Conversion Consideration due thereupon promptly following the last VWAP Trading Day of the

applicable Observation Period and will promptly thereafter send notice to the Trustee and the Conversion Agent of the same and the

calculation thereof in reasonable detail. Neither the Trustee nor the Conversion Agent will have any duty to make any such

determination.

(C)

Delivery of the Conversion Consideration. Except as set forth in Sections 5.05(D) and 5.09, the Company will pay or deliver,

as applicable, the Conversion Consideration due upon the conversion of any Note to the Holder as follows: (i) if Cash Settlement or Combination

Settlement applies to such conversion, on or before the second (2nd) Business Day immediately after the last VWAP Trading Day of the Observation

Period for such conversion; and (ii) if Physical Settlement applies to such conversion, on or before the second (2nd) Business Day immediately

after the Conversion Date for such conversion; provided, however, that if Physical Settlement applies to the conversion of any

Note with a Conversion Date that is after the Regular Record Date immediately before the Maturity Date, or of any Note that has been called

(or deemed, pursuant to Section 4.03(J), to be called) for Redemption, then, solely for purposes of such conversion, (x) the Company will

pay or deliver, as applicable, the Conversion Consideration due upon such conversion on or before the Maturity Date (or, if the Maturity

Date is not a Business Day, the next Business Day), in the case of a conversion of any Note with a Conversion Date that is after the Regular

Record Date immediately before the Maturity Date, or the related Redemption Date, in the case of a conversion of any Note that has been

called (or deemed, pursuant to Section 4.03(J), to be called) for Redemption; and (y) the Conversion Date will instead be deemed to be

the second (2nd) Business Day immediately before the date referred to in clause (x).

(D)

Deemed Payment of Accreted Principal Amount and Interest; Settlement of Accrued Interest Notwithstanding Conversion. If

a Holder converts a Note, then the Company will not adjust the Conversion Rate to account for any accrued and unpaid interest on such

Note, and, except as provided in Section 5.02(D), the Company’s delivery of the Conversion Consideration due in respect of such

conversion will be deemed to fully satisfy and discharge the Company’s obligation to pay the Accreted Principal Amount of, and accrued

and unpaid interest, if any, on, such Note to, but excluding the Conversion Date. As a result, except as provided in Section 5.02(D),

any accrued and unpaid interest on a converted Note will be deemed to be paid in full rather than cancelled, extinguished or forfeited.

In addition, subject to Section 5.02(D), if the Conversion Consideration for a Note consists of both cash and shares of Common Stock,

then accrued and unpaid interest that is deemed to be paid therewith will be deemed to be paid first out of such cash.

Section 5.04

Reserve and Status of Common Stock Issued Upon Conversion.

(A)

Stock Reserve. At all times when any Notes are outstanding, the Company will reserve (out of its authorized and not outstanding

shares of Common Stock that are not reserved for other purposes) a number of shares of Common Stock sufficient to permit the conversion

of all then-outstanding Notes, assuming (x) Physical Settlement will apply to such conversion; and (y) the Conversion Rate then in effect

is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 5.07. To the extent the

Company delivers shares of Common Stock held in its treasury in settlement of the conversion of any Notes, each reference in this Indenture

or the Notes to the issuance of shares of Common Stock in connection therewith will be deemed to include such delivery, mutatis mutandis.

(B)

Status of Conversion Shares; Listing. Each Conversion Share, if any, delivered upon conversion of any Note will be a newly

issued or treasury share (except that any Conversion Share delivered by a designated financial institution pursuant to Section 5.08 need

not be a newly issued or treasury share) and will be duly authorized, validly issued, fully paid, non-assessable, free from preemptive

rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the

Holder of such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities

exchange, or quoted on any inter-dealer quotation system, then the Company will use commercially reasonable efforts to cause each Conversion

Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system. Each Conversion

Share will bear a restricted securities legend and will be issued in book entry form on the books and records of the Company’s transfer

agent.

Section 5.05

Adjustments to the Conversion Rate.

(A)

Events Requiring an Adjustment to the Conversion Rate. The Conversion Rate will be adjusted from time to time as follows:

(i)

Stock Dividends, Splits and Combinations. If the Company issues solely shares of Common Stock as a dividend or distribution

on all or substantially all shares of the Common Stock, or if the Company effects a stock split or a stock combination of the Common Stock

(in each case excluding an issuance solely pursuant to a Common Stock Change Event, as to which Section 5.09 will apply), then the Conversion

Rate will be adjusted based on the following formula:

where:

CR0

the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such stock split or stock combination, as applicable;

CR1

the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or effective date, as applicable;

OS0

the number of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, stock split or stock combination; and

OS1

the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, stock split or stock combination.

If any dividend, distribution, stock

split or stock combination of the type described in this Section 5.05(A)(i) is declared or announced, but not so paid or made, then the

Conversion Rate will be readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution

or to effect such stock split or stock combination, to the Conversion Rate that would then be in effect had such dividend, distribution,

stock split or stock combination not been declared or announced.

(ii)

Rights, Options and Warrants. If the Company distributes, to all or substantially

all holders of Common Stock, rights, options or warrants (other than rights issued or otherwise distributed pursuant to a stockholder

rights plan, as to which Sections 5.05(A)(i) and 5.05(F) will apply) entitling such holders, for a period of not more than forty-five

(45) calendar days after the date such distribution is first publicly announced, to subscribe for or purchase shares of Common Stock at

a price per share that is less than the average of the Daily VWAP per share of Common Stock for the ten (10) consecutive Trading Days

ending on, and including, the Trading Day immediately before the date such distribution is announced, then the Conversion Rate will be

increased based on the following formula:

where:

CR0

the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution;

CR1

the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

the number of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date;

the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and

a number of shares of Common Stock obtained by dividing (x) the aggregate price payable to exercise such rights, options or warrants by (y) the average of the Daily VWAP per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced.

To the extent such rights, options

or warrants are not so distributed, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had

the increase to the Conversion Rate for such distribution been made on the basis of only the rights, options or warrants, if any,

actually distributed. In addition, to the extent that shares of Common Stock are not delivered after the expiration of such rights,

options or warrants (including as a result of such rights, options or warrants not being exercised), the Conversion Rate will be

readjusted to the Conversion Rate that would then be in effect had the increase to the Conversion Rate for such distribution been

made on the basis of delivery of only the number of shares of Common Stock actually delivered upon exercise of such rights, options

or warrants.

For purposes of this Section 5.05(A)(ii)

and Section 5.01(C)(i)(3)(a)(I), in determining whether any rights, options or warrants entitle holders of Common Stock to subscribe for

or purchase shares of Common Stock at a price per share that is less than the average of the Daily VWAP per share of Common Stock for

the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date the distribution of such rights,

options or warrants is announced, and in determining the aggregate price payable to exercise such rights, options or warrants, there will

be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof,

with the value of such consideration, if not cash, to be determined by the Company in good faith and in a commercially reasonable manner.

(iii)

Spin-Offs and Other Distributed Property.

(1)

Distributions Other than Spin-Offs. If the Company distributes shares of its Capital Stock, evidences of its indebtedness

or other assets or property of the Company, or rights, options or warrants to acquire Capital Stock of the Company or other securities,

to all or substantially all holders of the Common Stock, excluding:

(a)

dividends, distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required (or would be required

without regard to Section 5.05(C)) pursuant to Section 5.05(A)(i) or 5.05(A)(ii);

(b)

dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required (or would be required

without regard to Section 5.05(C)) pursuant to Section 5.05(A)(iv);

(c)

rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 5.05(F);

(d)

Spin-Offs for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant

to Section 5.05(A)(iii)(2);

(e)

a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will

apply; and

(f)

a distribution solely pursuant to a Common Stock Change Event, as to which Section 5.09 will apply, then the Conversion Rate will

be increased based on the following formula:

where:

CR0

the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution;

CR1

the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

the average of the Daily VWAP per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and

FMV

the fair market value (as determined by the Company in good faith and in a commercially reasonable manner), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of Common Stock pursuant to such distribution;

provided, however, that if FMV

is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Holder will receive,

for each $1,000 Original Principal Amount of Notes held by such Holder on the record date for such distribution, at the same time and

on the same terms as holders of Common Stock, and without having to convert its Notes, the amount and kind of shares of Capital Stock,

evidences of indebtedness, assets, property, rights, options or warrants that such Holder would have received in such distribution if

such Holder had owned, on such record date, a number of shares of Common Stock equal to the Conversion Rate in effect on such record date.

To the extent such distribution is not

so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made

on the basis of only the distribution, if any, actually made or paid.

(2) Spin-Offs.

If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating

to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other

than solely pursuant to (x) a Common Stock Change Event, as to which Section 5.09 will apply; or (y) a tender offer or exchange

offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Capital Stock or equity interests are listed

or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a

“Spin-Off”), then the Conversion Rate will be increased based on the following formula:

where:

CR0

the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off;

CR1

the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period;

FMV

the product of (x) the average of the Daily VWAP per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of Daily VWAP, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and

the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period.

Notwithstanding anything to the contrary

in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period for a Note whose conversion will be settled pursuant

to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes

of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist

of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading

Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off

Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off

Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such

Spin-Off to, and including, such Conversion Date.

To the extent any dividend or

distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be

readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or

distribution, if any, actually made or paid.

(iv)

Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common

Stock, then the Conversion Rate will be increased based on the following formula:

where:

CR0

the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution;

CR1

the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; and

the cash amount distributed per share of Common Stock in such dividend or distribution;

provided, however, that if D

is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Holder will receive, for

each $1,000 Original Principal Amount of Notes held by such Holder on the record date for such dividend or distribution, at the same time

and on the same terms as holders of Common Stock, and without having to convert its Notes, the amount of cash that such Holder would have

received in such dividend or distribution if such Holder had owned, on such record date, a number of shares of Common Stock equal to the

Conversion Rate in effect on such record date.

To the extent such dividend or distribution

is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment

been made on the basis of only the dividend or distribution, if any, actually made or paid.

(v) Tender

Offers or Exchange Offers. If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange

offer for shares of Common Stock (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the

Exchange Act), and the value (determined as of the Expiration Time by the Company in good faith and in a commercially reasonable

manner) of the cash and other consideration paid per share of Common Stock in such tender or exchange offer exceeds the Daily VWAP

per share of Common Stock on the Trading Day immediately after the last date (the “Expiration Date”) on which

tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended), then the Conversion Rate will be

increased based on the following formula:

where:

CR0

the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation Period for such tender or exchange offer;

CR1

the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation Period;

the aggregate value (determined as of the time (the “Expiration Time”) such tender or exchange offer expires by the Company in good faith and in a commercially reasonable manner) of all cash and other consideration paid for shares of Common Stock purchased or exchanged in such tender or exchange offer;

OS0

the number of shares of Common Stock outstanding immediately before the Expiration Time (including all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);

OS1

the number of shares of Common Stock outstanding immediately after the Expiration Time (excluding all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and

the average of the Daily VWAP per share of Common Stock over the ten (10) consecutive Trading Day period (the “Tender/Exchange Offer Valuation Period”) beginning on, and including, the Trading Day immediately after the Expiration Date;

provided, however, that the

Conversion Rate will in no event be adjusted down pursuant to this Section 5.05(A)(v), except to the extent provided in the

immediately following paragraph. Notwithstanding anything to the contrary in this Section 5.05(A)(v), (i) if any VWAP Trading Day of

the Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs

during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then, solely for purposes of determining the

Conversion Rate for such VWAP Trading Day for such conversion, such Tender/Exchange Offer Valuation Period will be deemed to consist

of the Trading Days occurring in the period from, and including, the Trading Day immediately after the Expiration Date for such

tender or exchange offer to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will

be settled pursuant to Physical Settlement occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange

offer, then, solely for purposes of determining the Conversion Consideration for such conversion, such Tender/Exchange Offer

Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Trading Day

immediately after the Expiration Date to, and including, such Conversion Date.

For the avoidance of doubt, for purposes

of this Section 5.05(A)(v), the term “tender offer” is used as such term is used in the Exchange Act and the term

“exchange offer” means an exchange offer that constitutes a tender offer.

To the extent such tender or exchange

offer is announced but not consummated (including as a result of the Company being precluded from consummating such tender or exchange

offer under applicable law), or any purchases or exchanges of shares of Common Stock in such tender or exchange offer are rescinded, the

Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only

the purchases or exchanges of shares of Common Stock, if any, actually made, and not rescinded, in such tender or exchange offer.

(B)

No Adjustments in Certain Cases.

(i)

Where Holders Participate in the Transaction or Event Without Conversion. Notwithstanding anything to the contrary in Section

5.05(A), the Company will not be obligated to adjust the Conversion Rate on account of a transaction or other event otherwise requiring

an adjustment pursuant to Section 5.05(A) (other than a stock split or combination of the type set forth in Section 5.05(A)(i) or a tender

or exchange offer of the type set forth in Section 5.05(A)(v)) if each Holder participates, at the same time and on the same terms as

holders of Common Stock, and solely by virtue of being a Holder of Notes, in such transaction or event without having to convert such

Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in

effect on the related record date; and (ii) the aggregate Original Principal Amount (expressed in thousands) of Notes held by such Holder

on such date.

(ii)

Certain Events. The Company will not be required to adjust the Conversion Rate except as provided in Section 5.05 or Section

5.07. Without limiting the foregoing, the Company will not be obligated to adjust the Conversion Rate on account of:

(1)

except as otherwise provided in Section 5.05, the sale of shares of Common Stock for a purchase price that is less than the market

price per share of Common Stock or less than the Conversion Price;

(2)

the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends

or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under

any such plan;

(3)

the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future

employee, director or consultant benefit plan or program of, or assumed by, the Company or any of its Subsidiaries;

(4)

the issuance of any shares of Common Stock pursuant to any option, warrant, right or convertible or exchangeable security of the

Company outstanding as of the Issue Date;

(5)

solely a change in the par value of the Common Stock; or

(6)

accrued and unpaid interest on the Notes.

(C)

Adjustment Deferral. If an adjustment to the Conversion Rate otherwise required by this Article 5 would result in a change

of less than one percent (1%) to the Conversion Rate, then, notwithstanding anything to the contrary in this Article 5, the Company may,

at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon

the earliest of the following: (i) when all such deferred adjustments would, had they not been so deferred and carried forward, result

in a change of at least one percent (1%) to the Conversion Rate; (ii) the Conversion Date of, or any VWAP Trading Day of an Observation

Period for, any Note; (iii) the date a Fundamental Change or Make-Whole Fundamental Change occurs; (iv) the date the Company calls any

Notes for Redemption; and (v) [●], 203[●].

(D)

Adjustments Not Yet Effective. Notwithstanding anything to the contrary in this Indenture or the Notes, if:

(i)

a Note is to be converted pursuant to Physical Settlement or Combination Settlement;

(ii)

the record date, effective date or Expiration Time for any event that requires an adjustment to the Conversion Rate pursuant to

Section 5.05(A) has occurred on or before the Conversion Date for such conversion (in the case of Physical Settlement) or on or before

any VWAP Trading Day in the Observation Period for such conversion (in the case of Combination Settlement), but an adjustment to the Conversion

Rate for such event has not yet become effective as of such Conversion Date or VWAP Trading Day, as applicable;

(iii)

the Conversion Consideration due upon such conversion includes any whole shares of Common Stock (in the case of Physical Settlement)

or due in respect of such VWAP Trading Day includes any whole or fractional shares of Common Stock (in the case of Combination Settlement);

and

(iv)

such shares are not entitled to participate in such event (because they were not held on the related record date or otherwise),

then, solely for purposes of such conversion,

the Company will, without duplication, give effect to such adjustment on such Conversion Date (in the case of Physical Settlement) or

such VWAP Trading Day (in the case of Combination Settlement). In such case, if the date on which the Company is otherwise required to

deliver the consideration due upon such conversion is before the first date on which the amount of such adjustment can be determined,

then the Company will delay the settlement of such conversion until the second (2nd) Business Day after such first date.

(E)

Conversion Rate Adjustments Where Converting Holders Participate in the Relevant Transaction or Event. Notwithstanding anything

to the contrary in this Indenture or the Notes, if:

(i)

a Conversion Rate adjustment for any dividend or distribution becomes effective on any Ex-Dividend Date pursuant to Section 5.05(A);

(ii)

a Note is to be converted pursuant to Physical Settlement or Combination Settlement;

(iii)

the Conversion Date for such conversion (in the case of Physical Settlement) or any VWAP Trading Day in the Observation Period

for such conversion (in the case of Combination Settlement) occurs on or after such Ex-Dividend Date and on or before the related record

date;

(iv)

the Conversion Consideration due upon such conversion includes any whole shares of Common Stock (in the case of Physical Settlement)

or due in respect of such VWAP Trading Day includes any whole or fractional shares of Common Stock (in the case of Combination Settlement),

in each case based on a Conversion Rate that is adjusted for such dividend or distribution; and

(v)

such shares would be entitled to participate in such dividend or distribution (including

pursuant to Section 5.02(C)),

then (x) in the case

of Physical Settlement, such Conversion Rate adjustment will not be given effect for such conversion and the shares of Common Stock issuable

upon such conversion based on such unadjusted Conversion Rate will not be entitled to participate in such dividend or distribution, but

there will be added, to the Conversion Consideration otherwise due upon such conversion, the same kind and amount of consideration that

would have been delivered in such dividend or distribution with respect to such shares of Common Stock had such shares been entitled to

participate in such dividend or distribution; and (y) in the case of Combination Settlement, the Conversion Rate adjustment relating to

such Ex-Dividend Date will be made for such conversion in respect of such VWAP Trading Day, but the shares of Common Stock issuable with

respect to such VWAP Trading Day based on such adjusted Conversion Rate will not be entitled to participate in such dividend or distribution.

(F)

Stockholder Rights Plans. If any shares of Common Stock are to be issued upon conversion of any Note and, at the time of

such conversion, the Company has in effect any stockholder rights plan, then the Holder of such Note will be entitled to receive, in addition

to, and concurrently with the delivery of, the Conversion Consideration otherwise payable under this Indenture upon such conversion, the

rights set forth in such stockholder rights plan, unless such rights have separated from the Common Stock at such time, in which case,

and only in such case, the Conversion Rate will be adjusted pursuant to Section 5.05(A)(iii)(1) on account of such separation as if, at

the time of such separation, the Company had made a distribution of the type referred to in such Section to all holders of the Common

Stock, subject to potential readjustment in accordance with the last paragraph of Section 5.05(A)(iii)(1).

(G)

Limitation on Effecting Transactions Resulting in Certain Adjustments. The Company will not engage in or be a party to any

transaction or event that would require the Conversion Rate to be adjusted pursuant to Section 5.05(A) or Section 5.07 to an amount that

would result in the Conversion Price per share of Common Stock being less than the par value per share of Common Stock.

(H)

Equitable Adjustments to Prices. Whenever any provision of this Indenture requires the Company to calculate the average

of the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate the Stock Price or an

adjustment to the Conversion Rate), or to calculate Daily VWAPs, Daily Conversion Values, Daily Cash Amounts or Daily Share Amounts over

an Observation Period, the Company will make appropriate adjustments, if any, to such calculations to account for any adjustment to the

Conversion Rate pursuant to Section 5.05(A) that becomes effective, or any event requiring such an adjustment to the Conversion Rate where

the Ex-Dividend Date, effective date or Expiration Date, as applicable, of such event occurs, at any time during such period or Observation

Period, as applicable.

(I)

Calculation of Number of Outstanding Shares of Common Stock. For purposes of Section 5.05(A), the number of shares of Common

Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares

of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or

makes any distribution on shares of Common Stock held in its treasury).

(J)

Calculations. All calculations with respect to the Conversion Rate and adjustments thereto will be made to the nearest 1/10,000th

of a share of Common Stock (with 5/100,000ths rounded upward).

(K)

Notice of Conversion Rate Adjustments. Upon the effectiveness of any adjustment to the Conversion Rate pursuant to Section

5.05(A), the Company will promptly send notice to the Holders, the Trustee and the Conversion Agent containing (i) a brief description

of the transaction or other event on account of which such adjustment was made; (ii) the Conversion Rate in effect immediately after such

adjustment; and (iii) the effective time of such adjustment.

Section 5.06

Voluntary Adjustments.

(A)

Generally. To the extent permitted by law and applicable stock exchange rules, the Company, from time to time, may (but

is not required to) increase the Conversion Rate by any amount if (i) the Board of Directors determines that such increase is either (x)

in the best interest of the Company; or (y) advisable to avoid or diminish any income tax imposed on holders of Common Stock or rights

to purchase Common Stock as a result of any dividend or distribution of shares (or rights to acquire shares) of Common Stock or any similar

event; (ii) such increase is in effect for a period of at least twenty (20) Business Days; and (iii) such increase is irrevocable during

such period.

(B)

Notice of Voluntary Increases. If the Board of Directors determines to increase the Conversion Rate pursuant to Section

5.06(A), then, no later than the first Business Day of the related twenty (20) Business Day period referred to in Section 5.06(A), the

Company will send notice to each Holder, the Trustee and the Conversion Agent of such increase, the amount thereof and the period during

which such increase will be in effect.

Section 5.07

Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change.

(A)

Generally. If a Make-Whole Fundamental Change occurs and the Conversion Date for the conversion of a Note occurs during

the related Make-Whole Fundamental Change Conversion Period, then, subject to this Section 5.07, the Conversion Rate applicable to such

conversion will be increased by a number of shares (the “Additional Shares”) set forth in the table below corresponding

(after interpolation as provided in, and subject to, the provisions below) to the Make-Whole Fundamental Change Effective Date and the

Stock Price of such Make-Whole Fundamental Change:

Make-Whole Fundamental Change Effective Date

$ 10.00

$ 11.00

$ 12.50

$ 13.50

$ 15.00

$ 16.25

$ 18.00

$ 22.00

$ 26.00

$ 30.00

[●]

20.0000

15.2191

10.2456

7.9281

5.4333

3.9742

2.5483

0.8164

0.1335

0.0000

[●]

20.0000

15.8873

10.4176

7.9178

5.2867

3.7889

2.3683

0.7173

0.1031

0.0000

[●]

20.0000

16.7836

10.5968

7.8326

5.0147

3.4763

2.0828

0.5750

0.0612

0.0000

[●]

20.0000

18.0036

10.7216

7.5548

4.4773

2.9169

1.6194

0.3864

0.0196

0.0000

[●]

20.0000

19.9982

10.7960

6.8652

3.3687

1.8794

0.8822

0.1700

0.0012

0.0000

[●]

20.0000

12.0000

5.1852

0.0000

If such Make-Whole Fundamental Change

Effective Date or Stock Price is not set forth in the table above, then:

(i)

if such Stock Price is between two Stock Prices in the table above or the Make-Whole Fundamental Change Effective Date is between

two dates in the table above, then the number of Additional Shares will be determined by straight-line interpolation between the numbers

of Additional Shares set forth for the higher and lower Stock Prices in the table above or the earlier and later dates in the table above,

based on a 365- or 366-day year, as applicable; and

(ii) if the

Stock Price is greater than $30.00 (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of

the table above are adjusted pursuant to Section 5.07(B)), or less than $10.00 (subject to adjustment in the same manner), per

share, then no Additional Shares will be added to the Conversion Rate.

Notwithstanding anything to

the contrary in this Indenture or the Notes, in no event will the Conversion Rate be increased to an amount that exceeds 100.0000 shares

of Common Stock per $1,000 Original Principal Amount of Notes, which amount is subject to adjustment in the same manner as, and at the

same time and for the same events for which, the Conversion Rate is required to be adjusted pursuant to Section 5.05(A).

For the avoidance of doubt,

but subject to Section 4.03(J), (x) the sending of a Redemption Notice will constitute a Make-Whole Fundamental Change only

with respect to the Notes called for Redemption pursuant to such Redemption Notice, and not with respect to any other Notes; and (y) the

Conversion Rate applicable to the Notes not so called for Redemption will not be subject to increase pursuant to this Section 5.07 on

account of such Redemption Notice.

(B)

Adjustment of Stock Prices and Number of Additional Shares. The Stock Prices in the first row (i.e., the column headers)

of the table set forth in Section 5.07(A) will be adjusted in the same manner as, and at the same time and for the same events for which,

the Conversion Price is adjusted as a result of the operation of Section 5.05(A). The numbers of Additional Shares in the table set forth

in Section 5.07(A) will be adjusted in the same manner as, and at the same time and for the same events for which, the Conversion Rate

is adjusted pursuant to Section 5.05(A).

(C)

Notice of the Occurrence of a Make-Whole Fundamental Change. The Company will notify the Holders, the Trustee and the Conversion

Agent of each Make-Whole Fundamental Change (i) occurring pursuant to clause (A) of the definition thereof in accordance with Section

5.01(C)(i)(3)(b); and (ii) occurring pursuant to clause (B) of the definition thereof in accordance with Section 4.03(G).

Section 5.08

Exchange in Lieu of Conversion.

Notwithstanding anything to

the contrary in this Article 5, and subject to the terms of this Section 5.08, if a Note is submitted for conversion, the Company may

elect to arrange to have such Note exchanged in lieu of conversion by a financial institution designated by the Company. To make such

election, the Company must send notice of such election to the Holder of such Note, the Trustee and the Conversion Agent before the Close

of Business on the Business Day immediately following the Conversion Date for such Note. If the Company has made such election, then:

(A)

no later than the Business Day immediately following such Conversion Date, the Company must deliver (or cause the Conversion Agent

to deliver) such Note, together with delivery instructions for the Conversion Consideration due upon such conversion (including wire instructions,

if applicable), to a financial institution designated by the Company that has agreed to deliver such Conversion Consideration in the manner

and at the time the Company would have had to deliver the same pursuant to this Article 5;

(B)

if such Note is a Global Note, then (i) such designated institution will send written confirmation to the Conversion Agent promptly

after wiring the cash Conversion Consideration, if any, and delivering any other Conversion Consideration, due upon such conversion to

the Holder of such Note; and (ii) the Conversion Agent will as soon as reasonably practicable thereafter contact such Holder’s custodian

with the Depositary to confirm receipt of the same; and

(C)

such Note will not cease to be outstanding by reason of such exchange in lieu of conversion;

provided, however, that if such financial

institution does not accept such Note or fails to timely deliver such Conversion Consideration, then the Company will be responsible for

delivering such Conversion Consideration in the manner and at the time provided in this Article 5 as if the Company had not elected to

make an exchange in lieu of conversion.

Section 5.09

Effect of Common Stock Change Event.

(A)

Generally. If there occurs any:

(i)

recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or

combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and (z)

stock splits and stock combinations that do not involve the issuance of any other series or class of securities);

(ii)

consolidation, merger, combination or binding or statutory share exchange involving the Company;

(iii)

sale, lease or other transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole,

to any Person; or

(iv)

other similar event,

and, as a result of which, the Common Stock is

converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or any combination

of the foregoing (such an event, a “Common Stock Change Event,” and such other securities, cash or property, the “Reference

Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to

receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional portion

of any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in

this Indenture or the Notes,

(1) from and

after the effective time of such Common Stock Change Event, (I) the Conversion Consideration due upon conversion of any Note, and

the conditions to any such conversion, will be determined in the same manner as if each reference to any number of shares of Common

Stock in this Article 5 (or in any related definitions) were instead a reference to the same number of Reference Property Units;

(II) for purposes of Section 4.03, each reference to any number of shares of Common Stock in such Section (or in any related

definitions) will instead be deemed to be a reference to the same number of Reference Property Units; and (III) for purposes of the

definitions of “Fundamental Change” and “Make-Whole Fundamental Change,” references to “Common

Stock” and the Company’s “common equity” will be deemed to refer to the common equity (including depositary

receipts representing common equity), if any, forming part of such Reference Property;

(2)

if such Reference Property Unit consists entirely of cash, then (I) each conversion of any Note with a Conversion Date that occurs

on or after the effective date of such Common Stock Change Event will be settled entirely in cash in an amount, per $1,000 Original Principal

Amount of such Note being converted, equal to the product of (x) the Conversion Rate in effect on such Conversion Date (including, for

the avoidance of doubt, any increase to such Conversion Rate pursuant to Section 5.07, if applicable); and (y) the amount of cash constituting

such Reference Property Unit; and (II) the Company will settle each such conversion no later than the second (2nd) Business Day after

the relevant Conversion Date; and

(3)

for these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity

securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page

for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not

consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that

does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined

in good faith and in a commercially reasonable manner by the Company (or, in the case of cash denominated in U.S. dollars, the face amount

thereof).

If the Reference Property

consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition

of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received,

per share of Common Stock, by the holders of Common Stock. The Company will notify Holders, the Trustee and the Conversion Agent of such

weighted average as soon as practicable after such determination is made.

At or before the

effective time of such Common Stock Change Event, the Company and the resulting, surviving or transferee Person (if not the Company)

of such Common Stock Change Event (the “Successor Person”) will execute and deliver to the Trustee a supplemental

indenture pursuant to Section 8.01(F), which supplemental indenture will (x) provide for subsequent conversions of Notes in the

manner set forth in this Section 5.09; (y) provide for subsequent adjustments to the Conversion Rate pursuant to Section 5.05(A) in

a manner consistent with this Section 5.09; and (z) contain such other provisions, if any, that the Company reasonably determines

are appropriate to preserve the economic interests of the Holders and to give effect to the provisions of this Section 5.09(A). If

the Reference Property includes shares of stock or other securities or assets (other than cash) of a Person other than the Successor

Person, then such other Person will also execute such supplemental indenture and such supplemental indenture will contain such

additional provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the

Holders.

(B)

Notice of Common Stock Change Events. The Company will provide notice of each Common Stock Change Event to Holders, the

Trustee and the Conversion Agent no later than the Business Day after the effective date of such Common Stock Change Event.

(C)

Compliance Covenant. The Company will not become a party to any Common Stock Change Event unless its terms are consistent

with this Section 5.09.

Section 5.10

Remaining Accreted Amount Extinguished upon Conversion.

Upon conversion pursuant to

this Article 5, the remaining Accreted Principal Amount in excess of the Original Principal Amount converted shall be deemed to be extinguished.

Article

SUCCESSORS

Section 6.01

When the Company May Merge, Etc.

(A)

Generally. The Company will not consolidate with or merge with or into, or (directly, or indirectly through one or more

of its Subsidiaries) sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the

assets of the Company and its Subsidiaries, taken as a whole, to another Person (a “Business Combination Event”), unless:

(i)

the resulting, surviving or transferee Person either (x) is the Company or (y) if not the Company, is a corporation (or, if such

Business Combination Event is an Exempted Fundamental Change, is a corporation, limited liability company, limited partnership or other

similar entity) (such corporation, limited liability company, limited partnership or other similar entity, as applicable, the “Successor

Entity”) duly organized and existing under the laws of the United States of America, any State thereof or the District of Columbia,

and is treated as a corporation for U.S. federal income tax purposes that expressly assumes (by executing and delivering to the Trustee,

at or before the effective time of such Business Combination Event, a supplemental indenture pursuant to Section 8.01(E)) all of the Company’s

obligations under this Indenture and the Notes; and

(ii)

immediately after giving effect to such Business Combination Event, no Default or Event of Default will have occurred and be continuing.

(B) Delivery of

Officer’s Certificate and Opinion of Counsel to the Trustee. At or before the effective time of any Business Combination

Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such

Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all

conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

Section 6.02

Successor Entity Substituted.

At the effective time of any

Business Combination Event that complies with Section 6.01, the Successor Entity (if not the Company) will succeed to, and may exercise

every right and power of, the Company under this Indenture and the Notes with the same effect as if such Successor Entity had been named

as the Company in this Indenture and the Notes, and, except in the case of a lease, the predecessor Company will be discharged from its

obligations under this Indenture and the Notes.

Section 6.03

Exclusion for Asset Transfers with Wholly Owned Subsidiaries.

Notwithstanding anything to

the contrary in this Article 6, this Article 6 will not apply to any transfer of assets between or among the Company and any one or more

of its Wholly Owned Subsidiaries that is not effected by merger or consolidation. For the avoidance of doubt, in the case of any such

transfer of assets, the transferee will not succeed to the transferor, and the transferor will not be discharged from its obligations

under this Indenture and the Notes.

Article

VII

DEFAULTS AND REMEDIES

Section 7.01

Events of Default.

(A)

Definition of Events of Default. “Event of Default” means the occurrence of any of the following:

(i)

a default in the payment when due (whether at maturity, upon Redemption or Repurchase Upon Fundamental Change or otherwise) of

the Accreted Principal Amount of, or the Redemption Price or Fundamental Change Repurchase Price for, any Note;

(ii)

a default for thirty (30) consecutive days in the payment when due of interest on any Note;

(iii)

the Company’s failure to deliver, when required by this Indenture, a Fundamental Change Notice, or a notice pursuant to Section

5.01(C)(i)(3), if (in the case of any notice other than a notice pursuant to Section 5.01(C)(i)(3)) such failure is not cured within three

(3) Business Days after its occurrence;

(iv)

a default in the Company’s obligation to convert a Note in accordance with Article 5 upon the exercise of the conversion

right with respect thereto, if such default is not cured within ten (10) Business Days after its occurrence;

(v)

a default in the Company’s obligations under Article 6;

(vi)

a default in any of the Company’s obligations or agreements under this Indenture or the Notes (other than a default set

forth in clause (i), (ii), (iii), (iv) or (v) of this Section 7.01(A)) where such default is not cured or waived within sixty (60) days

after notice to the Company by the Trustee, or to the Company and the Trustee by Holders of at least twenty five percent (25%) of the

aggregate Original Principal Amount of Notes then outstanding, which notice must specify such default, demand that it be remedied and

state that such notice is a “Notice of Default”;

(vii)

a default by the Company or any of the Company’s Significant Subsidiaries with respect to any one or more mortgages, agreements

or other instruments under which there is outstanding, or by which there is secured or evidenced, any indebtedness for money borrowed

of at least fifty million dollars ($50,000,000) (or its foreign currency equivalent) in the aggregate of the Company or any of the Company’s

Significant Subsidiaries, whether such indebtedness exists as of the Issue Date or is thereafter created, where such default:

(1)

constitutes a failure to pay the principal of such indebtedness when due and payable at its stated maturity, upon required repurchase,

upon declaration of acceleration or otherwise, in each case after the expiration of any applicable grace period; or

(2)

results in such indebtedness becoming or being declared due and payable before its stated maturity,

in each case where such default is not

cured or waived within thirty (30) days after notice to the Company by the Trustee or to the Company and the Trustee by Holders of at

least twenty five percent (25%) of the aggregate Original Principal Amount of Notes then outstanding;

(viii)

the Company or any of its Significant Subsidiaries, pursuant to or within the meaning of any Bankruptcy Law, either:

(1)

commences a voluntary case or proceeding;

(2)

consents to the entry of an order for relief against it in an involuntary case or proceeding;

(3)

consents to the appointment of a custodian of it or for any substantial part of its property;

(4)

makes a general assignment for the benefit of its creditors;

(5)

takes any comparable action under any foreign Bankruptcy Law; or

(6)

generally is not paying its debts as they become due; or

(ix)

a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that either:

(1)

is for relief against the Company or any of its Significant Subsidiaries in an involuntary case or proceeding;

(2)

appoints a custodian of the Company or any of its Significant Subsidiaries, or for any substantial part of the property of the

Company or any of its Significant Subsidiaries;

(3)

orders the winding up or liquidation of the Company or any of its Significant Subsidiaries; or

(4)

grants any similar relief under any foreign Bankruptcy Law,

and, in each case under this

Section 7.01(A)(ix), such order or decree remains unstayed and in effect for at least sixty (60) days.

(B)

Cause Irrelevant. Each of the events set forth in Section 7.01(A) will constitute an Event of Default regardless of the

cause thereof or whether voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any

court or any order, rule or regulation of any administrative or governmental body.

Section 7.02

Acceleration.

(A)

Automatic Acceleration in Certain Circumstances. If an Event of Default set forth in Section 7.01(A)(viii) or 7.01(A)(ix)

occurs with respect to the Company (and not solely with respect to a Significant Subsidiary of the Company), then the Accreted Principal

Amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any

further action or notice by any Person.

(B)

Optional Acceleration. Subject to Section 7.03, if an Event of Default (other than an Event of Default set forth in Section

7.01(A) (viii) or 7.01(A)(ix) with respect to the Company and not solely with respect to a Significant Subsidiary of the Company) occurs

and is continuing, then the Trustee, by notice to the Company, or Holders of at least twenty five percent (25%) of the aggregate Original

Principal Amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the Accreted Principal Amount of, and

all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately. For the avoidance of doubt,

if such Event of Default is not continuing at the time such notice is provided (that is, such Event of Default has been cured or waived

as of such time), then such notice will not be effective to cause such amounts to become due and payable immediately.

(C)

Continued Accretion Following Acceleration. For the avoidance of doubt, the Accreted Principal Amount of the Notes will,

until paid, continue to accrete pursuant to Section 2.21 following the acceleration of the Accreted Principal Amount of the Notes pursuant

to this Section.

(D)

Rescission of Acceleration. Notwithstanding anything to the contrary in this Indenture or the Notes, the Holders of a majority

in aggregate Original Principal Amount of the Notes then outstanding, by notice to the Company and the Trustee, may, on behalf of all

Holders, rescind any acceleration of the Notes and its consequences if (i) such rescission would not conflict with any judgment or decree

of a court of competent jurisdiction; and (ii) all existing Events of Default (except the non-payment of Accreted Principal Amount of,

or interest on, the Notes that has become due solely because of such acceleration) have been cured or waived. No such rescission will

affect any subsequent Default or impair any right consequent thereto.

Section 7.03

Sole Remedy for a Failure to Report.

(A)

Generally. Notwithstanding anything to the contrary in this Indenture or the Notes, the Company may elect that the sole

remedy for any Event of Default (a “Reporting Event of Default”) pursuant to Section 7.01(A)(vi) arising from the Company’s

failure to comply with Section 3.02 will, for each of the first one hundred eighty (180) calendar days on which a Reporting Event of Default

has occurred and is continuing, consist exclusively of the accrual of Special Interest on the Notes. If the Company has made such an election,

then (i) the Notes will be subject to acceleration pursuant to Section 7.02 on account of the relevant Reporting Event of Default from,

and including, the one hundred eighty first (181st) calendar day on which a Reporting Event of Default has occurred and is continuing

or if the Company fails to pay any accrued and unpaid Special Interest when due; and (ii) Special Interest will cease to accrue on any

Notes from, and including, such one hundred eighty first (181st) calendar day (it being understood that interest on any defaulted Special

Interest will nonetheless accrue pursuant to Section 2.05(B)).

(B)

Amount and Payment of Special Interest. Any Special Interest that accrues on a Note pursuant to Section 7.03(A) will be

payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum equal to one

quarter of one percent (0.25%) of the Original Principal Amount thereof for the first ninety (90) days on which Special Interest accrues

and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the Original Principal Amount thereof; provided, however,

that in no event will Special Interest, together with any Additional Interest, accrue on any day on a Note at a combined rate per annum

that exceeds one half of one percent (0.50%). For the avoidance of doubt, any Special Interest that accrues on a Note will be in addition

to the Stated Interest that accrues on such Note and, subject to the proviso of the immediately preceding sentence, in addition to any

Additional Interest and Deferred Additional Interest that accrues on such Note.

(C)

Notice of Election. To make the election set forth in Section 7.03(A), the Company must send to the Holders, the Trustee

and the Paying Agent, before the date on which each Reporting Event of Default first occurs, a notice that (i) briefly describes the report(s)

that the Company failed to file with the SEC; (ii) states that the Company is electing that the sole remedy for such Reporting Event of

Default consist of the accrual of Special Interest; and (iii) briefly describes the periods during which and rate at which Special Interest

will accrue and the circumstances under which the Notes will be subject to acceleration on account of such Reporting Event of Default.

(D)

Notice to Trustee and Paying Agent; Trustee’s Disclaimer. If Special Interest accrues on any Note, then, no later

than five (5) Business Days before each date on which such Special Interest is to be paid, the Company will deliver an Officer’s

Certificate to the Trustee and the Paying Agent stating (i) that the Company is obligated to pay Special Interest on such Note on such

date of payment; and (ii) the amount of such Special Interest that is payable on such date of payment. The Trustee will have no duty to

determine whether any Special Interest is payable or the amount thereof.

(E)

No Effect on Other Events of Default. No election pursuant to this Section 7.03 with respect to a Reporting Event of Default

will affect the rights of any Holder with respect to any other Event of Default, including with respect to any other Reporting Event of

Default.

Section 7.04

Other Remedies.

(A)

Trustee May Pursue All Remedies. If an Event of Default occurs and is continuing, then the Trustee may pursue any available

remedy to collect the payment of any amounts due with respect to the Notes or to enforce the performance of any provision of this Indenture

or the Notes.

(B)

Procedural Matters. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce

any of them in such proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy following an Event

of Default will not impair the right or remedy or constitute a waiver of, or acquiescence in, such Event of Default. All remedies will

be cumulative to the extent permitted by law.

Section 7.05

Waiver of Past Defaults.

An Event of Default pursuant

to clause (i), (ii), (iv) or (vi) of Section 7.01(A) (that, in the case of clause (vi) only, results from a Default under any covenant

that cannot be amended without the consent of each affected Holder), and a Default that could lead to such an Event of Default, can be

waived only with the consent of each affected Holder. Each other Default or Event of Default may be waived, on behalf of all Holders,

by the Holders of a majority in aggregate Original Principal Amount of the Notes then outstanding. If an Event of Default is so waived,

then it will cease to exist. If a Default is so waived, then it will be deemed to be cured and any Event of Default arising therefrom

will be deemed not to occur. However, no such waiver will extend to any subsequent or other Default or Event of Default or impair any

right arising therefrom.

Section 7.06

Cure of Defaults; Ability to Cure or Waive Before Event of Default Occurs.

For the avoidance of

doubt, and without limiting the manner in which any Default can be cured, (A) a Default consisting of a failure to send a notice in

accordance with this Indenture will be cured upon the sending of such notice; (B) a Default in making any payment on (or delivering

any other consideration in respect of) any Note will be cured upon the delivery, in accordance with this Indenture, of such payment

(or other consideration) together, if applicable, with Default Interest thereon; and (C) a Default that is or, after notice, passage

of time or both, would be a Reporting Event of Default will be cured upon the filing of the relevant report(s) giving rise to such

Reporting Event of Default. In addition, for the avoidance of doubt, if a Default that is not an Event of Default is cured or waived

before such Default would have constituted an Event of Default, then no Event of Default will result from such Default.

Section 7.07

Control by Majority.

Holders of a majority in aggregate

Original Principal Amount of the Notes then outstanding may direct the time, method and place of conducting any proceeding for exercising

any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction

that conflicts with law, this Indenture or the Notes, or that, subject to Section 10.01, the Trustee determines may be unduly prejudicial

to the rights of other Holders or may involve the Trustee in liability, unless the Trustee is offered (and, if requested, provided with)

security and indemnity satisfactory to the Trustee against any loss, liability or expense to the Trustee that may result from the Trustee’s

following such direction.

No Holder may pursue any remedy

with respect to this Indenture or the Notes (except to enforce (x) its rights to receive the Accreted Principal Amount of, or the Fundamental

Change Repurchase Price or Redemption Price for, or any interest on, any Notes; or (y) the Company’s obligations to convert any

Notes pursuant to Article 5), unless:

(A)

such Holder has previously delivered to the Trustee notice that an Event of Default is continuing;

(B)

Holders of at least twenty-five percent (25%) in aggregate Original Principal Amount of the Notes then outstanding deliver a request

to the Trustee to pursue such remedy;

(C)

such Holder or Holders offer and, if requested, provide to the Trustee security and indemnity satisfactory to the Trustee against

any loss, liability or expense to the Trustee that may result from the Trustee’s following such request;

(D)

the Trustee does not comply with such request within sixty (60) calendar days after its receipt of such request and such offer

of security or indemnity; and

(E)

during such sixty (60) calendar day period, Holders of a majority in aggregate Original Principal Amount of the Notes then outstanding

do not deliver to the Trustee a direction that is inconsistent with such request.

A Holder of a Note may not

use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder. The Trustee will

have no duty to determine whether any Holder’s use of this Indenture complies with the preceding sentence.

Section

7.08 Absolute

Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion Consideration.

Notwithstanding anything

to the contrary in this Indenture or the Notes (but without limiting Section 8.01), the right of each Holder of a Note to bring suit

for the enforcement of any payment or delivery, as applicable, of the Accreted Principal Amount of, or the Fundamental Change

Repurchase Price or Redemption Price for, or any interest on, or the Conversion Consideration due pursuant to Article 5 upon

conversion of, such Note on or after the respective due dates therefor provided in this Indenture and the Notes, will not be

impaired or affected without the consent of such Holder.

Section 7.09

Collection Suit by Trustee.

The Trustee will have the

right, upon the occurrence and continuance of an Event of Default pursuant to clause (i), (ii) or (iv) of Section 7.01(A), to recover

judgment in its own name and as trustee of an express trust against the Company for the total unpaid or undelivered Accreted Principal

Amount of, or Fundamental Change Repurchase Price or Redemption Price for, or any interest on, or Conversion Consideration due pursuant

to Article 5 upon conversion of, the Notes, as applicable, and, to the extent lawful, any Default Interest on any Defaulted Amounts, and

such further amounts sufficient to cover the costs and expenses of collection, including compensation provided for in Section 10.06.

Section 7.10

Trustee May File Proofs of Claim.

The Trustee has the right

to (A) file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee

and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes) or its creditors or

property and (B) collect, receive and distribute any money or other property payable or deliverable on any such claims. Each Holder authorizes

any custodian in such proceeding to make such payments to the Trustee, and, if the Trustee consents to the making of such payments directly

to the Holders, to pay to the Trustee any amount due to the Trustee for the reasonable compensation, expenses, disbursements and advances

of the Trustee, and its agents and counsel, and any other amounts payable to the Trustee pursuant to Section 10.06. To the extent that

the payment of any such compensation, expenses, disbursements, advances and other amounts out of the estate in such proceeding, is denied

for any reason, payment of the same will be secured by a lien (senior to the rights of Holders) on, and will be paid out of, any and all

distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding (whether

in liquidation or under any plan of reorganization or arrangement or otherwise). Nothing in this Indenture will be deemed to authorize

the Trustee to authorize, consent to, accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition

affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such

proceeding.

Section 7.11

Priorities.

The Trustee will pay or deliver

in the following order any money or other property that it collects pursuant to this Article 7:

First: to the Trustee and

its agents and attorneys for amounts due under Section 10.06, including payment of all fees and compensation of, and all expenses and

liabilities incurred, and all advances made, by, the Trustee (in each of its capacities under this Indenture, including as Note Agent)

and the costs and expenses of collection;

Second: to Holders for

unpaid amounts or other property due on the Notes, including the Accreted Principal Amount of, or the Fundamental Change Repurchase

Price or Redemption Price for, or any interest on, or any Conversion Consideration due upon conversion of, the Notes, ratably, and

without preference or priority of any kind, according to such amounts or other property due and payable on all of the Notes; and

Third: to the Company or such

other Person as a court of competent jurisdiction directs.

The Trustee may fix a record

date and payment date for any payment or delivery to the Holders pursuant to this Section 7.12, in which case the Trustee will instruct

the Company to, and the Company will, deliver, at least fifteen (15) calendar days before such record date, to each Holder and the Trustee

a notice stating such record date, such payment date and the amount of such payment or nature of such delivery, as applicable.

Section 7.12

Undertaking for Costs.

In any suit for the enforcement

of any right or remedy under this Indenture or the Notes or in any suit against the Trustee for any action taken or omitted by it as Trustee,

a court, in its discretion, may (A) require the filing by any litigant party in such suit of an undertaking to pay the costs of such suit;

and (B) assess reasonable costs (including reasonable attorneys’ fees) against any litigant party in such suit, having due regard

to the merits and good faith of the claims or defenses made by such litigant party; provided, however, that this Section 7.13 does

not apply to any suit by the Trustee, any suit by a Holder pursuant to Section 7.09 or any suit by one or more Holders of more than ten

percent (10%) in aggregate Original Principal Amount of the Notes then outstanding.

Article

VIII

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 8.01

Without the Consent of Holders.

Notwithstanding anything to

the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any

Holder to:

(A)

cure any mistake, ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes;

(B)

add guarantees with respect to the Company’s obligations under this Indenture or the Notes;

(C)

secure the Notes;

(D)

add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred

on the Company;

(E)

provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance

with, Article 6;

(F)

enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;

(G)

irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election

or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section

5.03(A);

(H)

evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;

(I)

provide for or confirm the issuance of Additional Notes pursuant to Section 2.03(B);

(J)

comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture,

under the Trust Indenture Act, as then in effect; or

(K)

make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes,

adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith.

At the written request of

any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of

Notes” section and pricing term sheet referred to in Section 8.01(I).

Section 8.02

With the Consent of Holders.

(A)

Generally. Subject to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company and the Trustee may,

with the consent of the Holders of a majority in aggregate Original Principal Amount of the Notes then outstanding, amend or supplement

this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary

in the foregoing sentence, but subject to Section 8.01, without the consent of the Holders of at least seventy-five percent (75%) in aggregate

Original Principal Amount of the Notes then outstanding, no amendment or supplement to this Indenture or the Notes, or waiver of any provision

of this Indenture or the Notes, may:

(i)

reduce or cancel any of the Original Principal Amount or Accreted Principal Amount of any Note;

(ii)

change the Maturity Date, the earliest date that can be designated as a Redemption Date pursuant to Section 4.03, the earliest

and latest date that can be designated as a Redemption Notice Date pursuant to Section 4.03(E) or the Interest Payment Date of any Note;

(iii)

reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances

under which, the Notes may or will be redeemed or repurchased by the Company, including, for the avoidance of doubt, pursuant to a Fundamental

Change;

(iv)

reduce the rate of, or cancel, or extend the time for the payment for, interest on any Note;

(v)

make any change that adversely affects the conversion rights of any Note or to otherwise modify the conversion rights, including

to reduce the Conversion Price or the circumstances in which conversion rights may be exercised (other than as expressly permitted or

required by this Indenture);

(vi)

impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on the Issue Date);

(vii)

change the ranking of the Notes;

(viii)

change the currency of the Authorized Denomination of the Notes;

(ix)

make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Notes;

(x)

reduce the percentage of aggregate Original Principal Amount of Notes, as contemplated in this Section 8.02(A), required to consent

to any amendment, supplement, waiver or other modification; or

(xi)

make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes

that requires the consent of Holders of at least seventy-five percent (75%) in aggregate Original Principal Amount of the Notes then outstanding.

This Section 8.02(A) shall

not limit the Company’s ability to enter into a supplemental indenture, as contemplated in Section 5.09.

(B)

Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need

approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

Section 8.03

Notice of Amendments, Supplements and Waivers.

As soon as reasonably practicable

after any amendment, supplement or waiver pursuant to Section 8.01 or 8.02 becomes effective, the Company will send to the Holders and

the Trustee notice that (A) describes the substance of such amendment, supplement or waiver in reasonable detail and (B) states the effective

date thereof; provided, however, that the Company will not be required to provide such notice to the Holders if such amendment,

supplement or waiver is included in a periodic report filed by the Company with the SEC within four (4) Business Days of its effectiveness.

The failure to send, or the existence of any defect in, such notice will not impair or affect the validity of such amendment, supplement

or waiver.

Section 8.04

Revocation, Effect and Solicitation of Consents; Special Record Dates; Etc.

(A)

Revocation and Effect of Consents. The consent of a Holder of a Note to an amendment, supplement or waiver will bind (and

constitute the consent of) each subsequent Holder of any Note to the extent the same evidences any portion of the same indebtedness as

the consenting Holder’s Note, subject to the right of any Holder of a Note to revoke (if not prohibited pursuant to Section 8.04(B))

any such consent with respect to such Note by delivering notice of revocation to the Trustee before the time such amendment, supplement

or waiver becomes effective.

(B)

Special Record Dates. The Company may, but is not required to, fix a record date for the purpose of determining the Holders

entitled to consent or take any other action in connection with any amendment, supplement or waiver pursuant to this Article 8. If a record

date is fixed, then, notwithstanding anything to the contrary in Section 8.04(A), only Persons who are Holders as of such record date

(or their duly designated proxies) will be entitled to give such consent, to revoke any consent previously given or to take any such action,

regardless of whether such Persons continue to be Holders after such record date; provided, however, that no such consent will

be valid or effective for more than one hundred and twenty (120) calendar days after such record date.

(C)

Solicitation of Consents. For the avoidance of doubt, each reference in this Indenture or the Notes to the consent of a

Holder will be deemed to include any such consent obtained in connection with a repurchase of, or tender or exchange offer for, any Notes.

(D)

Effectiveness and Binding Effect. Each amendment or supplement to this Indenture or the Notes, or waiver of any Default,

Event of Default or compliance with any provision of this Indenture or the Notes, will become effective in accordance with its terms and,

when it becomes effective with respect to any Note (or any portion thereof), will thereafter bind every Holder of such Note (or such portion).

Section 8.05

Notations and Exchanges.

If any amendment, supplement

or waiver changes the terms of a Note, then the Trustee or the Company may, in its discretion, require the Holder of such Note to deliver

such Note to the Trustee so that the Trustee may place an appropriate notation prepared by the Company on such Note and return such Note

to such Holder. Alternatively, at its discretion, the Company may, in exchange for such Note, issue, execute and deliver, and the Trustee

will authenticate, in each case in accordance with Section 2.02, a new Note that reflects the changed terms. The failure to make any appropriate

notation or issue a new Note pursuant to this Section 8.05 will not impair or affect the validity of such amendment, supplement or waiver.

Section 8.06

Trustee to Execute Supplemental Indentures.

The Trustee will execute

and deliver any amendment or supplemental indenture authorized pursuant to this Article 8; provided, however, that the

Trustee need not (but may, in its sole and absolute discretion) execute or deliver any such amendment or supplemental indenture that

the Trustee concludes adversely affects the Trustee’s rights, duties, liabilities or immunities. In executing any amendment or

supplemental indenture, the Trustee will be entitled to receive, and (subject to Sections 10.01 and 10.02) will be fully protected

in relying on, an Officer’s Certificate and an Opinion of Counsel stating that (A) the execution and delivery of such

amendment or supplemental indenture is authorized or permitted by this Indenture; and (B) in the case of the Opinion of Counsel,

such amendment or supplemental indenture is valid, binding and enforceable against the Company in accordance with its terms.

Article

SATISFACTION AND DISCHARGE

Section 9.01

Termination of Company’s Obligations.

This Indenture will be discharged,

and will cease to be of further effect as to all Notes issued under this Indenture, when:

(A)

all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation;

or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion

or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed;

(B)

the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion

Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the

Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property

due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13);

(C)

the Company has paid all other amounts payable by it under this Indenture; and

(D)

the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions

precedent to the discharge of this Indenture have been satisfied;

provided, however, that Article 10 and

Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the

Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge.

At the Company’s request,

the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Section 9.02

Repayment to Company.

Subject to applicable

unclaimed property law, the Trustee, the Paying Agent and the Conversion Agent will promptly notify the Company if there exists

(and, at the Company’s request, promptly deliver to the Company) any cash, Conversion Consideration or other property held by

any of them for payment or delivery on the Notes that remain unclaimed two (2) years after the date on which such payment or

delivery was due. After such delivery to the Company, the Trustee, the Paying Agent and the Conversion Agent will have no further

liability to any Holder with respect to such cash, Conversion Consideration or other property, and Holders entitled to the payment

or delivery of such cash, Conversion Consideration or other property must look to the Company for payment as a general creditor of

the Company.

Section 9.03

Reinstatement.

If the Trustee, the Paying

Agent or the Conversion Agent is unable to apply any cash or other property deposited with it pursuant to Section 9.01 because of any

legal proceeding or any order or judgment of any court or other governmental authority that enjoins, restrains or otherwise prohibits

such application, then the discharge of this Indenture pursuant to Section 9.01 will be rescinded; provided, however, that if the

Company thereafter pays or delivers any cash or other property due on the Notes to the Holders thereof, then the Company will be subrogated

to the rights of such Holders to receive such cash or other property from the cash or other property, if any, held by the Trustee, the

Paying Agent or the Conversion Agent, as applicable.

Article

TRUSTEE

Section 10.01

Duties of the Trustee.

(A)

If an Event of Default has occurred and is continuing, and a Responsible Officer of the Trustee has written notice or actual knowledge

of the same, then, without limiting the generality of Section 10.02(F), the Trustee will exercise such of the rights and powers vested

in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the

circumstances in the conduct of such person’s own affairs.

(B)

Except during the continuance of an Event of Default:

(i)

the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only

those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into

this Indenture against the Trustee; and

(ii)

in the absence of bad faith or willful misconduct on its part, the Trustee may, without investigation, conclusively rely, as to

the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel

that are provided to the Trustee and conform to the requirements of this Indenture; provided, however, that the Trustee will examine

the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(C)

The Trustee may not be relieved from liabilities for its negligence or willful misconduct, except that:

(i)

this paragraph will not limit the effect of Section 10.01(B);

(ii)

the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that

the Trustee was negligent in ascertaining the pertinent facts; and

(iii)

the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction

received by it pursuant to Section 7.07.

(D)

No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability.

(E)

The Trustee will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company.

Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.

(F)

The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes.

(G)

Each provision of this Indenture that in any way relates to the Trustee (including any provision that affects the liability of,

or affords protection to, the Trustee) is subject to this Section 10.01, regardless of whether such provision so expressly provides.

Section 10.02

Rights of the Trustee.

(A)

The Trustee may conclusively rely on any document that it believes to be genuine and signed or presented by the proper Person,

and the Trustee need not investigate any fact or matter stated in such document.

(B)

Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both.

The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate

or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute

full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.

(C)

The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent

appointed with due care.

(D)

The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or

within the rights or powers vested in it by this Indenture.

(E)

Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient

if signed by an Officer of the Company.

(F)

The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless

such Holder has offered (and, if requested, has provided) the Trustee security or indemnity satisfactory to the Trustee against any loss,

liability or expense that it may incur in complying with such request or direction.

(G)

The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost

profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(H)

The permissive rights of the Trustee set forth in this Indenture will not be construed as duties imposed on the Trustee.

(I)

The Trustee will not be required to give any bond or surety in respect of the execution or performance of this Indenture or otherwise.

(J)

Unless a Responsible Officer of the Trustee has received notice from the Company that Additional Interest or Special Interest is

owing or, if applicable, accruing, on the Notes, the Trustee may assume that no Additional Interest or Special Interest, as applicable,

is payable or, if applicable, accruing.

(K)

The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended

to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as Note Agent.

(L)

The Trustee will not be charged with knowledge of any document or agreement other than this Indenture and the Notes.

(M)

Neither the Trustee nor any Note Agent will have any responsibility or liability to any person for any action taken or not taken

by, or any records or any other aspect of the operations of, the Depositary (including the delivery of notices, or the making of payments,

through the facilities of the Depositary) and may conclusively rely, without investigation, on any information provided by the Depositary.

Section 10.03

Individual Rights of the Trustee.

The Trustee, in its individual

or any other capacity, may become the owner or pledgee of any Note and may otherwise deal with the Company or any of its Affiliates with

the same rights that it would have if it were not Trustee; provided, however, that if the Trustee acquires a “conflicting

interest” (within the meaning of Section 310(b) of the Trust Indenture Act), then it must eliminate such conflict within ninety

(90) days or resign as Trustee. Each Note Agent will have the same rights and duties as the Trustee under this Section 10.03.

Section 10.04

Trustee’s Disclaimer.

The Trustee will not be (A)

responsible for, and makes no representation as to, the validity or adequacy of this Indenture or the Notes; (B) accountable for the Company’s

use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this

Indenture; (C) responsible for the use or application of any money received by any Paying Agent other than the Trustee; and (D) responsible

for any statement or recital in this Indenture, the Notes or any other document relating to the sale of the Notes or this Indenture, other

than the Trustee’s certificate of authentication.

Section 10.05

Notice of Defaults.

If a Default or Event of Default

occurs and is continuing and is actually known to a Responsible Officer of the Trustee, then the Trustee will send Holders a notice of

such Default or Event of Default within ninety (90) days after it occurs or, if it is not actually known to a Responsible Officer of the

Trustee at such time, promptly (and in any event within ten (10) Business Days) after it becomes actually known to a Responsible Officer

of the Trustee; provided, however, that, except in the case of a Default or Event of Default in the payment of the Accreted Principal

Amount of, or interest on, any Note, the Trustee may withhold such notice if and for so long as it in good faith determines that withholding

such notice is in the interests of the Holders. For the avoidance of doubt, the Trustee will not be required to deliver such notice at

any time after such Default is cured or waived. The Trustee will not be deemed to have notice or be charged with knowledge of any Default

or Event of Default unless (A) written notice thereof has been received by a Responsible Officer and (B) such notice references the Notes

and this Indenture and states on its face that a Default or Event of Default, as applicable, has occurred.

Section 10.06

Compensation and Indemnity.

(A)

The Company will, from time to time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services

under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any

law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will

reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this

Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

(B)

The Company will indemnify the Trustee (in each if its capacities under this Indenture) and its directors, officers, employees

and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection

with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture

against the Company (including this Section 10.06) and defending itself against any claim (whether asserted by the Company, any Holder

or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture,

except to the extent any such loss, liability or expense is attributable (as determined by a final decision of a court of competent jurisdiction)

to its negligence or willful misconduct. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but

the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 10.06(B), except

to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate

in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses

available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel,

and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the

Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without

its consent, which consent will not be unreasonably withheld.

(C)

The obligations of the Company under this Section 10.06 will survive the resignation or removal of the Trustee and the discharge

of this Indenture.

(D)

To secure the Company’s payment obligations in this Section 10.06, the Trustee will have a lien prior to the Notes on all

money or property held or collected by the Trustee, except that held in trust to pay the Accreted Principal Amount of, or interest on,

particular Notes, which lien will survive the discharge of this Indenture.

(E)

If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (viii) or (ix) of Section 7.01(A)

occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended

to constitute expenses of administration under any Bankruptcy Law.

Section 10.07

Replacement of the Trustee.

(A)

Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of

a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section

10.07.

(B)

The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The

Holders of a majority in aggregate Original Principal Amount of the Notes then outstanding may remove the Trustee by so notifying the

Trustee and the Company in writing. The Company may remove the Trustee if:

(i)

the Trustee fails to comply with Section 10.09;

(ii)

the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy

Law;

(iii)

a custodian or public officer takes charge of the Trustee or its property; or

(iv)

the Trustee becomes incapable of acting.

(C)

If the Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company

will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders

of a majority in aggregate Original Principal Amount of the Notes then outstanding may appoint a successor Trustee to replace such successor

Trustee appointed by the Company.

(D)

If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring

Trustee, the Company or the Holders of at least ten percent (10%) in aggregate Original Principal Amount of the Notes then outstanding

may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(E)

If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder

may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(F) A successor Trustee

will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation

or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of

the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will,

upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor

Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

Section 10.08

Successor Trustee by Merger, Etc.

If the Trustee consolidates,

merges or converts into, or transfers all or substantially all of its corporate trust business to, another entity, then such entity will

become the successor Trustee without the execution or filing of any paper or any further act.

Section 10.09

Eligibility; Disqualification.

There will at all times be

a Trustee under this Indenture that is a corporation organized and doing business under the laws of the United States of America or of

any state thereof, that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination

by federal or state authorities and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent

published annual report of condition.

Article

MISCELLANEOUS

Section 11.01

Notices.

Any notice or communication by the Company or the Trustee to the other

will be deemed to have been duly given if in writing and delivered in person or by first class mail (registered or certified, return receipt

requested), facsimile transmission, electronic transmission or other similar means of unsecured electronic communication or overnight

air courier guaranteeing next day delivery, or to the other’s address, which initially is as follows:

If to the Company:

[●]

Email: [●]

Attn:

[●]

with a copy (which will not constitute notice)

to:

Kirkland & Ellis LLP

[●]

Email: [●]

Attn: [●]

If to the Trustee:

U.S. Bank Trust Company, National Association

60 Livingston Avenue

St. Paul, MN 55107

United States of America

Attn:

Notwithstanding anything to

the contrary in the preceding paragraph, notices to the Trustee (other than a notice pursuant to Section 2.12) or any Note Agent must

be in writing and will be deemed to have been given upon actual receipt by the Trustee or such Note Agent, as applicable.

The Company or the Trustee,

by notice to the other, may designate additional or different addresses (including facsimile numbers and electronic addresses) for subsequent

notices or communications.

The Trustee will not have

any duty to confirm that the person sending any notice, instruction or other communication by electronic transmission (including by e-mail,

facsimile transmission, web portal or other electronic methods) is, in fact, a person authorized to do so. Electronic signatures believed

by the Trustee to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and

digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to the Trustee) will be

deemed original signatures for all purposes. Any person that uses electronic signatures or electronic methods to send communications to

the Trustee assumes all risks arising out of such use, including the risk of the Trustee acting on an unauthorized communication and the

risk of interception or misuse by third parties. Notwithstanding anything to the contrary in this paragraph, the Trustee may, in any instance

and in its sole discretion, require that an original document bearing a manual signature be delivered to the Trustee in lieu of, or in

addition to, any such electronic communication.

All notices and communications

(other than those sent to Holders) will be deemed to have been duly given: (A) at the time delivered by hand, if personally delivered;

(B) five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; (C) when receipt acknowledged, if transmitted

by facsimile, electronic transmission or other similar means of unsecured electronic communication; and (D) the next Business Day after

timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

All notices or communications

required to be made to a Holder pursuant to this Indenture must be made in writing and will be deemed to be duly sent or given in writing

if mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery,

to its address shown on the Register; provided, however, that a notice or communication to a Holder of a Global Note shall instead

be sent pursuant to the Depositary Procedures (in which case, such notice will be deemed to be duly sent or given in writing). The failure

to send a notice or communication to a Holder, or any defect in such notice or communication, will not affect its sufficiency with respect

to any other Holder.

If the Trustee is then

acting as the Depositary’s custodian for the Notes, then, at the reasonable request of the Company to the Trustee, the Trustee

will cause any notice prepared by the Company to be sent to any Holder(s) pursuant to the Depositary Procedures, provided

such request is evidenced in a Company Order delivered, together with the text of such notice, to the Trustee at least two (2)

Business Days before the date such notice is to be so sent. For the avoidance of doubt, such Company Order need not be accompanied

by an Officer’s Certificate or Opinion of Counsel. The Trustee will not have any liability relating to the contents of any

notice that it sends to any Holder pursuant to any such Company Order.

If a notice or communication

is mailed or sent in the manner provided above within the time prescribed, it will be deemed to have been duly given, whether or not the

addressee receives it.

Notwithstanding anything to

the contrary in this Indenture or the Notes, (A) whenever any provision of this Indenture requires a party to send notice to another party,

no such notice need be sent if the sending party and the recipient are the same Person acting in different capacities (and, for purposes

of the interpretation of this Indenture, such notice will be deemed to have been duly sent at the time otherwise required by this Indenture);

and (B) whenever any provision of this Indenture requires a party to send notice to more than one receiving party, and each receiving

party is the same Person acting in different capacities, then only one such notice need be sent to such Person.

Section 11.02 Delivery

of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent.

Upon any request or application

by the Company to the Trustee to take any action under this Indenture (other than the initial authentication of Notes under this Indenture),

the Company will furnish to the Trustee:

(A)

an Officer’s Certificate that complies with Section 11.03 and states that, in the opinion of the signatory thereto, all conditions

precedent and covenants, if any, provided for in this Indenture relating to such action have been satisfied; and

(B)

an Opinion of Counsel that complies with Section 11.03 and states that, in the opinion of such counsel, all such conditions precedent

and covenants, if any, have been satisfied.

Section 11.03

Statements Required in Officer’s Certificate and Opinion of Counsel.

Each Officer’s Certificate

(other than an Officer’s Certificate pursuant to Section 3.05) or Opinion of Counsel with respect to compliance with a covenant

or condition provided for in this Indenture will include:

(A)

a statement that the signatory thereto has read such covenant or condition;

(B)

a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained

therein are based;

(C)

a statement that, in the opinion of such signatory, he, she or it has made such examination or investigation as is necessary to

enable him, her or it to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(D)

a statement as to whether, in the opinion of such signatory, such covenant or condition has been satisfied.

Section 11.04

Rules by the Trustee, the Registrar, the Paying Agent and the Conversion Agent.

The Trustee may make reasonable

rules for action by or at a meeting of Holders. Each of the Registrar, the Paying Agent and the Conversion Agent may make reasonable rules

and set reasonable requirements for its functions.

Section 11.05

No Personal Liability of Directors, Officers, Employees and Stockholders.

No past, present or future

director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company

under this Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting

any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of

the Notes.

Section 11.06

Governing Law; Waiver of Jury Trial.

THIS INDENTURE AND THE NOTES,

AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE OR THE NOTES, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE

WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS

CONTEMPLATED BY THIS INDENTURE OR THE NOTES.

Section 11.07

Submission to Jurisdiction.

Any legal suit, action

or proceeding arising out of or based upon this Indenture or the transactions contemplated by this Indenture may be instituted in

the federal courts of the United States of America located in the City of New York or the courts of the State of New York, in each

case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits

to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed [●], as its

authorized agent upon whom process may be served in any such suit, action or proceeding which may be instituted in any Specified

Courts arising out of or based upon this Indenture, the Notes or the transactions contemplated hereby or thereby (the

“Authorized Agent”). The Company expressly consents to the jurisdiction of any such court in respect of any such

action and waives any other requirements of or objections to personal jurisdiction with respect thereto and waives any right to

trial by jury. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The

Company represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Company

agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue

such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such

service to the Company shall be deemed, in every respect, effective service of process upon the Company. Each of the Company, the

Trustee and each Holder (by its acceptance of any Note) irrevocably and unconditionally waives any objection to the laying of venue

of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead

or claim any such suit, action or other proceeding has been brought in an inconvenient forum.

Section 11.08

No Adverse Interpretation of Other Agreements.

Neither this Indenture nor

the Notes may be used to interpret any other indenture, note, loan or debt agreement of the Company or its Subsidiaries or of any other

Person, and no such indenture, note, loan or debt agreement may be used to interpret this Indenture or the Notes.

Section 11.09

Successors.

All agreements of the Company

in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors.

Section 11.10

Force Majeure.

The Trustee and each Note

Agent will not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility under this Indenture

or the Notes by reason of any occurrence beyond its control (including any act or provision of any present or future law or regulation

or governmental authority, act of God or war, civil unrest, local or national disturbance or disaster, act of terrorism or unavailability

of the Federal Reserve Bank wire or facsimile or other wire or communication facility).

Section 11.11

U.S.A. PATRIOT Act.

The Company acknowledges that,

in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all financial institutions, in order to help fight the funding

of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that

establishes a relationship or opens an account with the Trustee. The Company agrees to provide the Trustee with such information as it

may request to enable the Trustee to comply with the U.S.A. PATRIOT Act.

Section 11.12

Calculations.

Except as otherwise provided

in this Indenture, the Company will be responsible for making all calculations called for under this Indenture or the Notes, including

determinations of the Last Reported Sale Price, the Daily Conversion Value, the Daily Cash Amount, the Daily Share Amount, the Daily VWAP,

the Trading Price, accrued interest (including Additional Interest, Deferred Additional Interest or Special Interest) on the Notes, the

Redemption Price, the Fundamental Change Repurchase Price, the Conversion Rate, the Accreted Principal Amount and the Accretion Ratio.

The Company will make all

calculations in good faith, and, absent manifest error, its calculations will be final and binding on all Holders. The Company will provide

a schedule of its calculations to the Trustee and the Conversion Agent, and each of the Trustee and the Conversion Agent may rely conclusively

on the accuracy of the Company’s calculations without independent verification. The Trustee will promptly forward a copy of each

such schedule to a Holder upon its written request therefor. For the avoidance of doubt, the Trustee will not be obligated to make or

confirm any calculations or other amounts called for under this Indenture or the Notes.

Section 11.13

Severability.

If any provision of this Indenture

or the Notes is invalid, illegal or unenforceable, then the validity, legality and enforceability of the remaining provisions of this

Indenture or the Notes will not in any way be affected or impaired thereby.

Section 11.14

Counterparts.

The parties may sign any number

of copies of this Indenture. Each signed copy will be an original, and all of them together represent the same agreement. Delivery of

an executed counterpart of this Indenture by facsimile, electronically in portable document format or in any other format will be effective

as delivery of a manually executed counterpart.

Section 11.15

Table of Contents, Headings, Etc.

The table of contents and

the headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered

a part of this Indenture and will in no way modify or restrict any of the terms or provisions of this Indenture.

Section 11.16

OID Legend

THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR

U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (“OID”) WITHIN THE MEANING

OF SECTION 1273 OF THE CODE, AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE. HOLDERS MAY OBTAIN INFORMATION REGARDING THE

AMOUNT OF ANY OID, THE ISSUE PRICE, THE ISSUE DATE AND THE YIELD TO MATURITY RELATING TO THE NOTE BY CONTACTING THE ISSUER AT [●],

Email: [●].

[The Remainder of This Page Intentionally Left

Blank; Signature Page Follows]

IN WITNESS WHEREOF,

the parties to this Indenture have caused this Indenture to be duly executed as of the date first written above.

[REDLATTICE INCORPORATED]

By:

Name:

Title:

U.S. Bank Trust Company, National Association, as Trustee

By:

Name:

Title:

[Signature Page to Indenture]

EXHIBIT A

FORM OF NOTE

[Insert Global Note Legend, if applicable]

[Insert Restricted Note Legend, if applicable]

[Insert Affiliate Resale Legend]

[Insert OID Legend]

[REDLATTICE INCORPORATED]

4.00% Convertible Senior Notes due 203[1]

CUSIP No.:

[___][Insert for a “restricted” CUSIP number:*]

Certificate

No.

[ ]

ISIN No.:

[___][Insert for a “restricted” ISIN number:]

[Initially] †$[ ]

[REDLATTICE Incorporated],

a Delaware corporation, for value received, promises to pay to [Cede & Co.], or its registered assigns, the Original Principal Amount

of [●] dollars ($[●]) multiplied by the Accretion Ratio [(as revised by the attached Schedule of Exchanges of Interests in

the Global Note)]^ on [●], 203[1], and to pay interest on the Original Principal Amount, as provided in the Indenture referred to

below, until the Accreted Principal Amount and all accrued and unpaid interest on the Original Principal Amount are paid or duly provided

for.

Interest Payment Dates: [●] and [●]

of each year, commencing on [date].

Regular Record Dates: [●] and [●].

Additional provisions of this

Note are set forth on the other side of this Note.

[The Remainder of This Page Intentionally Left

Blank; Signature Page Follows]

* This Note will be deemed to be identified by CUSIP No. [ ]

and ISIN No. [ ] from and after such time when the Company delivers, pursuant to Section 2.12 of the within-mentioned Indenture, written

notice to the Trustee of the deemed removal of the Restricted Note Legend affixed to this Note.

† Insert bracketed language for Global Notes only.

[The Remainder of This Page Intentionally Left

Blank; Signature Page Follows]

A-1

IN WITNESS WHEREOF,

[REDLATTICE Incorporated] has caused this instrument to be duly executed as of the date set forth below.

[REDLATTICE Incorporated]

Date:

By:

Name:

Title:

A-2

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

U.S. Bank Trust Company, National

Association, as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture.

Date:

By:

Authorized Signatory

A-3

[REDLATTICE INCORPORATED]

4.00% Convertible Senior Notes due 203[1]

This Note is one of a duly

authorized issue of notes of [REDLATTICE Incorporated], a Delaware corporation (the “Company”), designated as its 4.00%

Convertible Senior Notes due 203[1] (the “Notes”), all issued or to be issued pursuant to an indenture, dated as of

[●], 202[6] (as the same may be amended from time to time, the “Indenture”), between the Company and U.S. Bank

Trust Company, National Association, as trustee. Capitalized terms used in this Note without definition have the respective meanings ascribed

to them in the Indenture.

The Indenture sets forth the

rights and obligations of the Company, the Trustee and the Holders and the terms of the Notes. Notwithstanding anything to the contrary

in this Note, to the extent that any provision of this Note conflicts with the provisions of the Indenture, the provisions of the Indenture

will control.

1. Interest. This Note will accrue interest at a rate and in the manner set forth in Section 2.05

of the Indenture. Stated Interest on this Note will begin to accrue from, and including, [date].

2. Maturity. This Note will mature on [●], 203[1], unless earlier repurchased, redeemed or converted.

3. Method of Payment. Cash amounts due on this Note will be paid in the manner set forth in Section

2.04 of the Indenture.

4. Persons Deemed Owners. The Holder of this Note will be treated as the owner of this Note for all

purposes.

5. Denominations; Transfers and Exchanges. All Notes will be in registered form, without coupons,

in Original Principal Amounts equal to any Authorized Denominations. Subject to the terms of the Indenture, the Holder of this Note may

transfer or exchange this Note by presenting it to the Registrar and delivering any required documentation or other materials.

6. Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change. If a Fundamental

Change (other than an Exempted Fundamental Change) occurs, then each Holder will have the right to require the Company to repurchase such

Holder’s Notes (or any portion thereof in an Authorized Denomination) for cash in the manner, and subject to the terms, set forth

in Section 4.02 of the Indenture.

7. Right of the Company to Redeem the Notes. The Company will have the right to redeem the Notes for

cash in the manner, and subject to the terms, set forth in Section 4.03 of the Indenture.

8. Conversion. The Holder of this Note may convert this Note into Conversion Consideration in the

manner, and subject to the terms, set forth in Article 5 of the Indenture.

A-4

9. Accretion. Commencing on the Issue Date, to, and including, the Maturity Date, the Original Principal

Amount of this Note shall accrete in the manner provided in Section 2.21 of the Indenture.

10. When the Company May Merge, Etc. Section 5.10 of the Indenture places limited restrictions on the

Company’s ability to be a party to a Business Combination Event.

11. Defaults and Remedies. If an Event of Default occurs, then the Accreted Principal Amount of, and

all accrued and unpaid interest on, all of the Notes then outstanding may (and, in certain circumstances, will automatically) become due

and payable in the manner, and subject to the terms, set forth in Article 7 of the Indenture.

12. Amendments, Supplements and Waivers. The Company and the Trustee may amend or supplement the Indenture

or the Notes or waive compliance with any provision of the Indenture or the Notes in the manner, and subject to the terms, set forth in

Section 7.05 and Article 8 of the Indenture.

13. No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future

director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company

under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting

any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of

the Notes.

14. Authentication. No Note will be valid until it is authenticated by the Trustee. A Note will be

deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs

the certificate of authentication of such Note.

15. Abbreviations. Customary abbreviations may be used in the name of a Holder or its assignee, such

as TEN COM (tenants in common), TEN ENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants

in common), CUST (custodian), and U/G/M/A (Uniform Gift to Minors Act).

16. Governing Law. THIS NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS

NOTE, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

* * *

A-5

To request a copy of the Indenture,

which the Company will provide to any Holder at no charge, please send a written request to the following address:

[●]

Attn: [●]

A-6

SCHEDULEA

Schedule

of Exchanged of Interests in the Global Note*

INITIAL ORIGINAL PRINCIPAL AMOUNT OF THIS GLOBAL

NOTE: $[ ]

The following exchanges, transfers or cancellations

of this Global Note have been made:

Date

Amount of Increase (Decrease) in Original Principal Amount of this Global Note

Original Principal Amount of this Global Note After Such Increase (Decrease)

Signature of Authorized Signatory of Trustee

* Insert for Global Notes only.

A-7

CONVERSION NOTICE

[REDLATTICE INCORPORATED]

4.00% Convertible Senior Notes due 203[1]

Subject to the terms of the Indenture, by executing

and delivering this Conversion Notice, the undersigned Holder of the Note identified below directs the Company to convert (check one):

☐ the entire Original Principal

Amount of

☐ $ * aggregate Original Principal Amount of

the Note identified by CUSIP No. and

Certificate No. .

The undersigned acknowledges that if the Conversion

Date of a Note to be converted is after a Regular Record Date and before the next Interest Payment Date, then such Note, when surrendered

for conversion, must, in certain circumstances, be accompanied with an amount of cash equal to the interest that would have accrued on

such Note to, but excluding, such Interest Payment Date.

Date:

(Legal Name of Holder)

By:

Name:

Title:

Signature Guaranteed:

Participant in a Recognized Signature

Guarantee Medallion Program

By:

Authorized Signatory

* Must be an Authorized Denomination.

A-8

FUNDAMENTAL CHANGE REPURCHASE NOTICE

[REDLATTICE INCORPORATED]

4.00% Convertible Senior Notes due 203[1]

Subject to the terms of the Indenture, by executing

and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Note identified below is exercising its Fundamental

Change Repurchase Right with respect to (check one):

☐ the entire Original Principal Amount

☐ $ *

aggregate Original Principal Amount of

the Note identified by CUSIP No.

and Certificate No. .

The undersigned acknowledges that this Note, duly

endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be paid.

Date:

(Legal Name of Holder)

By:

Name:

Title:

Signature Guaranteed:

Participant in a Recognized Signature

Guarantee Medallion Program

By:

Authorized Signatory

* Must be an Authorized Denomination.

A-9

ASSIGNMENT FORM

[REDLATTICE INCORPORATED]

4.00% Convertible Senior Notes due 203[1]

Subject to the terms of the Indenture, the undersigned

Holder of the Note identified below assigns (check one):

☐ the entire Original Principal Amount

☐ $

* aggregate Original Principal Amount of

the Note identified by CUSIP No.

and Certificate No. .

Name:

Address:

Social security or tax id. #:

and irrevocably appoints:

as agent to transfer the within Note on the books

of the Company. The agent may substitute another to act for him/her.

Date:

(Legal Name of Holder)

By:

Name:

Title:

Signature Guaranteed:

Participant in a Recognized Signature

Guarantee Medallion Program

By:

Authorized Signatory

* Must be an Authorized Denomination.

A-10

TRANSFEROR ACKNOWLEDGMENT

If the within Note bears a Restricted Note Legend,

the undersigned further certifies that (check one):

1. ¨ Such Transfer is being made to the Company or a Subsidiary

of the Company.

2. ¨ Such Transfer is being made pursuant to, and in accordance

with, a registration statement that is effective under the Securities Act at the time of the Transfer.

3. ¨ Such Transfer is being made pursuant to, and in accordance

with, Rule 144A under the Securities Act, and, accordingly, the undersigned further certifies that the within Note is being transferred

to a Person that the undersigned reasonably believes is purchasing the within Note for its own account, or for one or more accounts with

respect to which such Person exercises sole investment discretion, and such Person and each such account is a Person reasonably believed

to be a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act in a transaction meeting

the requirements of Rule 144A. If this item is checked, then the transferee must complete and execute the acknowledgment contained

on the next page.

4. ¨ Such Transfer is being made pursuant to, and in accordance

with, any other available exemption from the registration requirements of the Securities Act (including, if available, the exemption provided

by Rule 144 under the Securities Act).

Dated:

(Legal Name of Holder)

By:

Name:

Title:

Signature Guaranteed:

Participant in a Recognized Signature

Guarantee Medallion Program

By:

Authorized Signatory

A-11

TRANSFEREE ACKNOWLEDGMENT

The undersigned represents that it is purchasing

the within Note for its own account, or for one or more accounts with respect to which the undersigned exercises sole investment discretion,

and that and the undersigned and each such account is a “qualified institutional buyer” within the meaning of Rule 144A under

the Securities Act. The undersigned acknowledges that the transferor is relying, in transferring the within Note, on the exemption from

the registration and prospectus-delivery requirements of the Securities Act of 1933, as amended, provided by Rule 144A and that the undersigned

has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A.

(Name of Transferee)

Dated:

By:

Name:

Title:

A-12

EXHIBIT B-1

FORM OF RESTRICTED NOTE LEGEND

THE OFFER AND SALE OF THIS NOTE AND THE SHARES

OF COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

“SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING

SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER”

(WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH

ACCOUNT; AND

(2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE OR

ANY BENEFICIAL INTEREST HEREIN, EXCEPT ONLY:

(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF;

(B) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT;

THE SECURITIES ACT;

(D) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT; OR

(E) PURSUANT TO ANY OTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT.

BEFORE THE REGISTRATION OF ANY SALE OR TRANSFER

IN ACCORDANCE WITH (2)(C), (D) OR (E) ABOVE, THE COMPANY, THE TRUSTEE AND THE REGISTRAR RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF

SUCH CERTIFICATES OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE IN ORDER TO DETERMINE THAT THE PROPOSED SALE OR TRANSFER

IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.2

2 This paragraph and the immediately preceding paragraph will

be deemed to be removed from the face of this Note at such time when the Company delivers written notice to the Trustee of such deemed

removal pursuant to Section 2.12 of the within-mentioned Indenture.

B1-1

EXHIBIT B-2

FORM OF GLOBAL NOTE LEGEND

THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE

INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED

BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE

OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE

OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,

CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE WILL BE LIMITED

TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS

OF PORTIONS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE 2 OF THE INDENTURE

HEREINAFTER REFERRED TO.

B2-1

EXHIBIT B-3

FORM OF AFFILIATE RESALE LEGEND

ANY AFFILIATE (AS DEFINED IN RULE 144 UNDER THE

SECURITIES ACT) OF THE COMPANY THAT ACQUIRES THIS NOTE OR ANY SHARE OF COMMON STOCK ISSUED UPON CONVERSION OF THIS NOTE (OR ANY INTEREST

IN ANY OF THE FOREGOING) MAY NOT RESELL SUCH NOTE OR SHARE (OR INTEREST THEREIN), AS APPLICABLE, UNLESS IN A TRANSACTION THAT IS REGISTERED

UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IN A TRANSACTION IMMEDIATELY

FOLLOWING WHICH SUCH RESOLD NOTE OR SHARE (OR INTEREST THEREIN), AS APPLICABLE, IS NOT A “RESTRICTED SECURITY” (AS DEFINED

IN RULE 144 UNDER THE SECURITIES ACT).

B3-1

EXHIBIT C

The following table sets forth the Accreted Principal

Amount per $1,000 Original Principal Amount of Notes as of the specified dates during the period from, and including, the Issue Date

to, and including, the Maturity Date:3

Accretion Table

[●]

$ 1,000.00

[●]

$ 1,013.00

[●]

$ 1,026.00

[●]

$ 1,040.00

[●]

$ 1,054.00

[●]

$ 1,069.00

[●]

$ 1,084.00

[●]

$ 1,100.00

[●]

$ 1,116.00

[●]

$ 1,133.00

[●]

$ 1,150.00

The Accreted Principal Amount for Notes between

the dates listed above will be determined by a straight-line interpolation between the Accreted Principal Amount set forth for the immediately

earlier and the immediately later dates in the table above, based on a 365- or 366-day year, as applicable, as calculated by the Company.

3 [NTD: Dates will be updated at closing, such that the first

date ties to closing/issuance, the last date ties to the scheduled maturity date, and everything in between is on a 6-month cycle from

period to period.]

C-1

EX-10.1 — FORM OF SUBSCRIPTION AGREEMENT

EX-10.1

Filename: ea030545301ex10-1.htm · Sequence: 4

Exhibit

10.1

SUBSCRIPTION

AGREEMENT

This

SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 25, 2026, by and between Bold Eagle

Acquisition Corp., a Cayman Islands exempted company (“BEAC”), and the undersigned subscriber (“Subscriber”).

RECITALS

WHEREAS,

concurrently with the execution of this Subscription Agreement, BEAC is entering into a Business Combination Agreement (as may be amended,

supplemented, restated or otherwise modified from time to time, the “Business Combination Agreement”) with REDL Intermediate

Holdings, LLC, a Delaware limited liability company (“REDLattice”), BEAC Merger Sub, LLC, a Delaware limited liability

company wholly-owned subsidiary of BEAC (“Merger Sub”), and, solely for the purposes of Section 6.9(e) of the Business Combination

Agreement, REDL Ultimate Holdings, LP, a Delaware limited partnership pursuant to which, and subject to the terms and conditions

set forth therein, among other things, BEAC will de-register in the Cayman Islands and transfer 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 Section 388 of

the Delaware General Corporation Law, as amended, and Part XII of the Companies Act (As Revised) of the Cayman Islands (the “Domestication”),

and, promptly thereafter, Merger Sub will merge with and into REDLattice, with REDLattice surviving the merger as a wholly-owned subsidiary

of BEAC (the “Merger”, and together with the Domestication and the other transactions contemplated by the Business

Combination Agreement, the “Transaction”), and in connection therewith, BEAC shall change its name to a name reasonably

determined by REDLattice;

WHEREAS,

on the terms and subject to the conditions contained in this Subscription Agreement, Subscriber desires to subscribe for and purchase

from BEAC, following the Domestication and immediately prior to or concurrently with the consummation of the Merger, (i) that number

of shares of BEAC’s domesticated Delaware common stock, par value $0.0001 per share (the “Common Stock”), set

forth on the signature page hereto (the “Subscribed Shares”), for a purchase price per share equal to $10.00 (the

“Per Share Price”) and/or (ii) BEAC’s 4.00% convertible notes due 2031, having the terms set forth in the indenture

in respect of the Convertible Notes (the “Indenture”) substantially in the form set forth as Annex B hereto

(the “Convertible Notes”), which is incorporated in and made a part of this Subscription Agreement, in an aggregate

principal amount set forth on Subscriber’s signature page attached hereto (the “Subscribed Notes”), at a purchase

price equal to 100% of such principal amount (the “Per Notes Price”), and BEAC desires to issue and sell to Subscriber,

following the Domestication and immediately prior to or concurrently with the consummation of the Merger, the Subscribed Shares and/or

the Subscribed Notes in consideration of the payment, by or on behalf of Subscriber to BEAC, of the aggregate purchase price set forth

on its signature page hereto (the “Purchase Price”);

WHEREAS,

concurrently with the execution of this Subscription Agreement, BEAC is entering into subscription agreements (the “Other Subscription

Agreements”) with certain other investors (the “Other Subscribers,” and together with Subscriber, the “Subscribers”)

acquiring Common Stock and/or Convertible Notes at the same Per Share Price or Per Notes Price, as applicable, representing, including

pursuant to this Agreement, an aggregate investment amount of up to $275 million of Convertible Notes and up to $60 million of Common Stock;

and

WHEREAS,

in connection with the issuance of the Convertible Notes on the Closing Date, BEAC and U.S. Bank Trust Company, National Association

(the “Trustee”) will enter into the Indenture.

NOW,

THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions,

herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

AGREEMENT

1. Subscription.

On the terms and subject to the conditions hereof, at the Closing (as defined below), Subscriber hereby subscribes for and agrees to

purchase from BEAC, and BEAC hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price by or on behalf

of Subscriber to BEAC, the Subscribed Shares and/or the Subscribed Notes (such subscription and issuance, the

“Subscription”). Subscriber and BEAC acknowledge that, as a result of the Domestication, the Subscribed Shares

and/or the Underlying Shares (as defined below) will be shares of common stock of a Delaware corporation and will not be ordinary

shares of a Cayman Islands exempted company. No fractional shares of Common Stock shall be issued pursuant to this Subscription

Agreement as Subscribed Shares.

2. Closing.

(a)

The consummation of the Subscription (the “Closing”) shall occur on the closing date of the Transaction

(the “Transaction Closing Date”), following the Domestication and immediately prior to or concurrently with the

consummation of the Merger and following the satisfaction or waiver of the conditions set forth in this Section 2.

(b)

At least five (5) Business Days before the anticipated Transaction Closing Date, BEAC shall deliver or cause to be delivered written

notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Transaction Closing Date and (ii) the

wire instructions for delivery of the Purchase Price. No later than three (3) Business Days prior to the anticipated Transaction

Closing Date as set forth in the Closing Notice, Subscriber shall deliver to BEAC (A) the Purchase Price in cash via wire transfer

to the account specified in the Closing Notice (which cash shall be held in a non-interest bearing account), and (B) such

information as is reasonably requested in the Closing Notice in order for BEAC to issue the Subscribed Shares and/or the Subscribed

Notes to Subscriber at the Closing including, without limitation, the legal name of the person in whose name the Subscribed Shares

and/or the Subscribed Notes are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form

W-8. BEAC shall deliver to Subscriber (1) if the Subscriber is purchasing Subscribed Shares, (i) at the Closing, the Subscribed

Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription

Agreement, the BEAC Constitutional Documents (as defined below) or applicable securities laws and other than those imposed by or on

Subscriber or Subscriber’s assets), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or

to a custodian designated by Subscriber, as applicable, and (ii) as promptly as practicable after the Closing, written notice from

BEAC or its transfer agent evidencing the issuance to Subscriber of the Subscribed Shares on and as of the Transaction Closing Date

and/or (2) if the Subscriber is purchasing Subscribed Notes, at the Closing, the Subscribed Notes shall be delivered through the

facilities of the Depositary Trust Company. Notwithstanding the foregoing two sentences, for any Subscriber purchasing Subscribed

Shares that informs BEAC (x) that it is an investment company registered under the Investment Company Act of 1940, as amended or (y)

that it is advised or sub-advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as

amended, then, in lieu of the settlement procedures in the foregoing two sentences, the following shall apply: such Subscriber shall

initiate funding of the Purchase Price no later than 9:00 a.m. New York City time on the Transaction Closing Date (or as soon as

practicable following receipt of evidence from BEAC’s transfer agent reasonably acceptable to the Subscriber of the issuance

to Subscriber of the Subscribed Shares on and as of the Transaction Closing Date) by wire transfer of United States dollars in

immediately available funds to the account specified by BEAC in the Closing Notice against delivery by BEAC to Subscriber of the

Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable

securities laws and other than those imposed by Subscriber), in the name of Subscriber (or its nominee in accordance with its

delivery instructions) or to a custodian designated by Subscriber, as applicable, and evidence from BEAC’s transfer agent

reasonably acceptable to the Subscriber of the issuance to Subscriber of the Subscribed Shares on and as of the Transaction Closing

Date. In the event that the consummation of the Transaction does not occur within three (3) Business Days after the anticipated

Transaction Closing Date specified in the Closing Notice, unless Subscriber otherwise agrees in writing, BEAC shall promptly (but in

no event later than two (2) Business Days after the anticipated Transaction Closing Date specified in the Closing Notice) return the

funds so delivered by Subscriber to BEAC by wire transfer of United States dollars in immediately available funds to the account

specified by Subscriber, and, to the extent that any Subscribed Shares or any Subscribed Notes have been delivered to Subscriber,

such Subscribed Shares shall be deemed repurchased and any related book entries shall be cancelled and the Trustee shall promptly

cancel such Subscribed Notes in accordance with its customary procedures. For the avoidance of doubt, unless this Subscription

Agreement has been terminated pursuant to Section 7, the return of any funds delivered by Subscriber to BEAC shall not

terminate this Subscription Agreement or relieve Subscriber or BEAC of any of their respective obligations hereunder (including

Subscriber’s obligation to purchase the Subscribed Shares and/or the Subscribed Notes at the Closing following BEAC’s

delivery to Subscriber of a new Closing Notice and satisfaction of the conditions to Closing as set forth herein). For the purposes

of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or a day on which

commercial banks in New York, New York or the Cayman Islands are required or authorized by law to be closed for business.

(c)

The Closing shall be subject to the satisfaction or written waiver by each of the parties hereto of the conditions that, on the

Transaction Closing Date:

(i)

the Common Stock shall have been approved for listing on the Nasdaq Stock Market, LLC or the New York Stock Exchange, as applicable

(the “Exchange”), subject only to official notice of issuance;

(ii)

all conditions precedent to the closing of the Transaction set forth in Article IX of the Business Combination Agreement, including

the approval by BEAC’s shareholders, shall have been satisfied or waived as determined by the parties to the Business

Combination Agreement but subject to Section 2(e)(iii) (other than those of such conditions precedent that, by their nature,

are to be satisfied at the closing of the Transaction, including to the extent that any such condition precedent is, or is dependent

upon, the consummation of the transactions contemplated hereby);

(iii)

no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any judgment,

order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making

consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the Transaction

or the transactions contemplated hereby; and

(iv)

BEAC and the Trustee shall have executed the Indenture substantially in the form attached as Annex B hereto.

(d)

The obligation of BEAC to consummate the Closing shall be subject to the satisfaction or written waiver by BEAC of the additional

conditions that, on the Transaction Closing Date:

(i) all

representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects

(other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined below),

which representations and warranties shall be true and correct in all respects as so qualified) at and as of the Transaction Closing

Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation

and warranty shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality

or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects as so qualified)

as of such earlier date), in each case, without giving effect to the consummation of the Transaction, and the consummation of the Closing

shall constitute a reaffirmation by Subscriber of its representations, warranties and agreements contained in this Subscription Agreement

as of the Closing Date (or as of such earlier date, as applicable); and

(ii) Subscriber

shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this

Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.

(e) The

obligation of Subscriber to consummate the Closing shall be subject to the satisfaction or written waiver by Subscriber of the additional

conditions that, on the Transaction Closing Date:

(i) each

of the representations and warranties of BEAC contained in this Subscription Agreement shall be true and correct in all material respects

(other than representations and warranties that are qualified as to materiality or BEAC Material Adverse Effect (as defined below), which

representations and warranties shall be true and correct in all respects as so qualified) at and as of the Transaction Closing Date (except

to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and

warranty shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality

or BEAC Material Adverse Effect, which representations and warranties shall be true and correct in all respects as so qualified) as of

such earlier date), in each case, without giving effect to the consummation of the Transaction, and the consummation of the Closing shall

constitute a reaffirmation by BEAC of its representations, warranties and agreements contained in this Subscription Agreement as of the

Closing Date (or as of such earlier date, as applicable);

(ii) BEAC

shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this

Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing;

(iii) except

to the extent consented to in writing by Subscriber, the Business Combination Agreement shall not have been amended or modified, and

no condition waived thereunder, in a manner that would reasonably be expected to materially and adversely affect the economic benefits

that Subscriber (solely in its capacity as such) would reasonably expect to receive under this Subscription Agreement;

(iv) BEAC

shall have delivered to Subscriber a certificate of the Secretary of BEAC, dated as of five (5) Business Days prior to the Closing Date,

certifying the BEAC Constitutional Documents (as defined below) and attaching a good standing certificate from the relevant authority

in the Cayman Islands; and

(v)

BEAC and REDLattice, collectively, shall have received an aggregate of not less than $100 million of gross equity proceeds from (x)

the issuance and sale of shares of Common Stock or securities that will convert into shares of Common Stock at the Closing funded

following the date of this Agreement up to concurrently with Closing and (y) cash available for release from the Trust Account (as

defined below) net of amounts required to satisfy redemptions properly made and not withdrawn, but prior to the payment of any

transaction expenses.

BEAC Representations and Warranties. BEAC represents and warrants to Subscriber that:

(a) As

of the date hereof, BEAC (i) is currently duly organized, validly existing and in good standing under the laws of the Cayman Islands,

(ii) following the Domestication, BEAC will be duly organized, validly existing and in good standing under the laws of Delaware, (iii)

has the requisite power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted

and to enter into and perform its obligations under this Subscription Agreement, and (iv) is duly licensed or qualified to conduct its

business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation and

only to the extent such concept exists in such jurisdiction) in which the conduct of its business or the ownership of its properties

or assets requires such license or qualification, except, with respect to the foregoing clause (iv), where the failure to be in good

standing would not reasonably be expected to have a BEAC Material Adverse Effect. For purposes of this Subscription Agreement, a “BEAC

Material Adverse Effect” means an event, change, development, occurrence, condition or effect (1) with respect to BEAC and

its subsidiaries, taken together as a whole, that, individually or in the aggregate, would reasonably be expected to have a material

adverse effect on the business, financial condition, shareholders’ equity, or results of operations of BEAC and its subsidiaries,

taken together as a whole, or (2) that would reasonably be expected to have a material adverse effect on the authority of BEAC to enter

into and timely perform its obligations under this Subscription Agreement and to timely consummate the transactions contemplated hereby,

including the issuance and sale of the Subscribed Shares and the Subscribed Notes, except, in the case of clauses (1) and (2) above,

to the extent arising from redemptions by BEAC’s public shareholders.

(b) The

Subscribed Shares have been duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance

with the terms of this Subscription Agreement, will be validly issued, fully paid and non-assessable, free and clear of any liens or

other restrictions (other than those arising under applicable securities laws and other than those imposed by Subscriber), and will not

have been issued in violation of, or subject to, any preemptive or similar rights created under the BEAC Constitutional Documents (as

in effect at the time of such issuance) or by any agreement or instrument by which BEAC is a party or by which it is bound or the laws

of its jurisdiction of incorporation.

Convertible Notes have been duly authorized and, when issued and sold against receipt of the consideration therefor, the Convertible

Notes will be valid and legally binding obligations of BEAC, enforceable in accordance with their terms, except as such enforceability

may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’

rights generally and by the availability of equitable remedies. The shares of Common Stock issuable upon conversion of the Convertible

Notes (the “Underlying Shares”) are duly authorized and, if and when issued upon conversion of the Convertible Notes,

will be validly issued, fully paid and non-assessable, free and clear of all liens or other restrictions (other than those arising under

this Subscription Agreement, the Indenture, the BEAC Constitutional Documents (as in effect at the time of such issuance) or any applicable

securities laws), and will not have been issued in violation of, or subject to, any preemptive or similar rights created under the BEAC

Constitutional Documents (as in effect at the time of such issuance), or by any contract to which BEAC is a party or by which it is bound,

or under the laws of its jurisdiction of incorporation.

(d) This

Subscription Agreement has been duly authorized, validly executed and delivered by BEAC, and, assuming the due authorization, execution

and delivery of the same by Subscriber, this Subscription Agreement shall constitute the valid and legally binding obligation of BEAC,

enforceable against BEAC in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent

conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and by the availability of equitable

remedies. The Business Combination Agreement has been duly authorized, validly executed and delivered by BEAC, and, assuming the due

authorization, execution and delivery of the same by REDLattice and Merger Sub, the Business Combination Agreement shall constitute the

valid and legally binding obligation of BEAC, enforceable against BEAC in accordance with its terms, except as such enforceability may

be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights

generally and by the availability of equitable remedies. On the Closing Date, the Indenture will be duly authorized, executed and delivered

by BEAC.

(e) The

execution and delivery of the Business Combination Agreement, this Subscription Agreement, the issuance and sale of the Subscribed Shares

and/or the Subscribed Notes, the issuance and delivery of the Underlying Shares (if any) upon conversion of the Subscribed Notes in accordance

with the terms of the Indenture, and the compliance by BEAC with all of the provisions of this Subscription Agreement and the consummation

of the transactions contemplated hereby will not conflict with or result in a breach or violation of any of the terms or provisions of,

or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or

assets of BEAC pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement

or instrument to which BEAC is a party or by which BEAC is bound or to which any of the property or assets of BEAC is subject; (ii) the

BEAC Constitutional Documents; or (iii) assuming the accuracy of the representations and warranties of Subscriber set forth in Section

4, any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having

jurisdiction over BEAC or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a BEAC

Material Adverse Effect.

(f) Assuming

the accuracy of the representations and warranties of Subscriber set forth in Section 4, BEAC is not required to obtain any consent,

waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local

or other governmental authority, self-regulatory organization (including the Exchange) or other person in connection with the execution,

delivery and performance of the Business Combination Agreement, this Subscription Agreement (including, without limitation, the issuance

of the Subscribed Shares, the Subscribed Notes or the Underlying Shares (if any)), other than (i) those required by applicable securities

laws, (ii) the filing of the Registration Statement (as defined below) pursuant to Section 5, (iii) those required by the Exchange,

including with respect to obtaining shareholder approval, (iv) those required to consummate the Transaction as provided under the Business

Combination Agreement, (v) those required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, if applicable, and (vi) those

the failure of which to obtain would not reasonably be expected to have a BEAC Material Adverse Effect.

(g) As

of their respective dates, or, if amended, as of the date of such amendment, which shall be deemed to supersede such original filing,

each report, form, statement, schedule, prospectus, proxy, registration statement and other document required to be filed by BEAC with

the Commission (the “BEAC SEC Reports”), complied in all material respects with the requirements of the Securities

Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), and the rules and regulations of the Commission promulgated thereunder as in effect at the time of filing, and none

of BEAC SEC Reports, when filed, or, if amended, as of the date of such amendment, which shall be deemed to supersede such original filing,

contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order

to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements

of BEAC included in the BEAC SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations

of the Commission with respect thereto as in effect at the time of filing or, if amended, as of the date of such amendment, which shall

be deemed to supersede such original filing, and fairly present in all material respects the financial position of BEAC as of and for

the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,

to normal, year-end audit adjustments. There are no material outstanding or unresolved comments in comment letters from the staff of

the Division of Corporation Finance of the Commission with respect to any of the BEAC SEC Reports.

(h)

As of the date hereof, (A) the authorized share capital of BEAC is $48,100 divided into (i) 400,000,000 Class A ordinary shares, par

value $0.0001 per share, of which 26,158,000 shares are issued and outstanding (the “Cayman Class A Shares”), (ii)

80,000,000 Class B ordinary shares, par value $0.0001 per share, of which 5,160,000 shares are issued and outstanding (the “Cayman

Class B Shares”), and (iii) 1,000,000 preference shares, par value $0.0001 per share, of which no shares are issued and outstanding,

and (B) BEAC has 25,800,000 rights issued and outstanding, each entitling the holder to receive one twentieth (1/20) of one Cayman Class

A Share upon the consummation of a business combination (the “BEAC Rights”). All issued and outstanding Cayman Class

A Shares, Cayman Class B Shares, and BEAC Rights (i) have been duly authorized and validly issued and, with respect to the Cayman Class

A Shares and Cayman Class B Shares, are fully paid and non-assessable and are not subject to preemptive or similar rights; (ii) have

been offered, sold and issued in compliance with applicable law, including federal and state securities laws, and all requirements set

forth in (1) BEAC’s Amended and Restated Memorandum and Articles of Association, as amended from time to time, including pursuant

to the Domestication (the “BEAC Constitutional Documents”), and (2) any other applicable contracts governing the issuance

of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right

of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable law, the BEAC Constitutional

Documents or any contract to which BEAC is a party or otherwise bound. Except as pursuant to (1) the BEAC Rights, (2) this Subscription

Agreement and the Other Subscription Agreements, or (3) the Business Combination Agreement and the other agreements and arrangements

referred to therein, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from BEAC any share

capital or other equity interests in BEAC (collectively, “BEAC Equity Interests”) or securities convertible into or

exchangeable or exercisable for BEAC Equity Interests. As of the date hereof, other than Merger Sub, BEAC has no subsidiaries and does

not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated.

As of the Transaction Closing Date, BEAC will directly own 100% of the equity of REDLattice. Other than as described in the BEAC SEC

Reports, there are no shareholder agreements, voting trusts or other agreements or understandings to which BEAC is a party or by which

it is bound relating to the voting of any BEAC Equity Interests, other than as contemplated by the Business Combination Agreement. There

are no securities or instruments issued by or to which BEAC is a party containing anti-dilution or similar provisions that will be triggered

by the issuance of (x) the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any), (y) the Common Stock and/or

Convertible Notes to be issued pursuant to any Other Subscription Agreement or (z) any other share capital of BEAC to be issued pursuant

to the Transaction, that have not been waived. As of the Closing Date, the authorized share capital of BEAC shall be sufficient to enable

BEAC to issue the Subscribed Shares and the shares of BEAC common stock to be issued in the Transaction.

(i)

The issued and outstanding Cayman Class A Shares are registered pursuant to Section 12(b) of the Exchange Act, and are listed for trading

on the Nasdaq Global Market. There is no suit, action, proceeding or investigation pending or, to the knowledge of BEAC, threatened against

BEAC by the Nasdaq Global Market or the Commission to prohibit or terminate the listing of the Cayman Class A Shares or, when registered

and issued in connection with the Domestication, the listing of the Common Stock on the Exchange, or to deregister the Cayman Class A

Shares under the Exchange Act. BEAC has taken no action that is designed to terminate the registration of the Cayman Class A Shares under

the Exchange Act other than in connection with the Domestication and subsequent registration under the Exchange Act of the Common Stock.

Upon the consummation of the Transactions, the issued and outstanding Common Stock will be registered pursuant to Section 12(b) of the

Exchange Act and listed for trading on the Exchange, subject only to official notice thereof.

(j) The

Cayman Class A Shares are, and the Common Stock will be, eligible for clearing through The Depository Trust Company (the “DTC”),

through its Deposit/Withdrawal At Custodian (DWAC) system, and BEAC is eligible and participating in the Direct Registration System (DRS)

of DTC with respect to the Cayman Class A Shares. BEAC’s transfer agent is a participant in DTC’s Fast Automated Securities

Transfer Program. The Cayman Class A Shares are not, and have not been at any time, subject to any DTC “chill,” “freeze”

or similar restriction with respect to any DTC services, including the clearing of Cayman Class A Shares through DTC.

(k) The

Subscribed Notes, if any, when issued, will not be of the same class as any BEAC securities listed on a national securities exchange

registered under Section 6 of the Exchange Act, or quoted in a U.S. automated inter-dealer quotation system, within the meaning

of Rule 144A(d)(3)(i) under the Securities Act.

(l) Except

for such matters as have not had or would not be reasonably expected to have a BEAC Material Adverse Effect, there is no (i) suit, action,

proceeding or arbitration before a court, governmental authority or arbitrator pending, or, to the knowledge of BEAC, threatened in writing

against BEAC, by any person, or (ii) judgment, decree, injunction, ruling or order of any court, governmental authority or arbitrator

outstanding against BEAC.

(m) Assuming

the accuracy of Subscriber’s representations and warranties set forth in Section 4, no registration under the Securities

Act or qualification under the securities laws of any state is required for the offer and sale by BEAC to Subscriber of (i) the Subscribed

Shares and/or (ii) the Subscribed Notes and issuance of the Underlying Shares (if any) to Subscriber upon conversion of the Subscribed

Notes.

(n) Neither

BEAC nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within

the meaning of Regulation D) in connection with any offer or sale of the Subscribed Shares and the Subscribed Notes.

(o) BEAC

is not, and immediately after receipt of payment for the Subscribed Shares and/or the Subscribed Notes will not be, required to be registered

as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(p)

BEAC is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have a BEAC Material

Adverse Effect. BEAC has not received any written communication from a governmental authority that alleges that BEAC is not in compliance

with or is in default or violation of any applicable law, except where such noncompliance, default or violation would not reasonably

be expected to have a BEAC Material Adverse Effect.

(q)

BEAC is not, and is not controlled by or acting on behalf of (in connection with this Transaction), a Sanctioned Person (as defined below).

BEAC is not a non-U.S. shell bank or providing banking services to a non-U.S. shell bank. For purposes of this Subscription Agreement,

“Sanctioned Person” means at any time any person or entity: (a) listed on any Sanctions-related list of designated

or blocked or restricted persons, 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

entity, as amended from time to time; (b) located, organized or ordinarily resident in a country or territory that is, or whose government

is, the subject or target of comprehensive Sanctions, including, as of the date of this Subscription Agreement, Crimea, the so-called

Donetsk People’s Republic or Luhansk People’s Republic regions of Ukraine, Cuba, Iran, and North Korea; (c) an officer or

employee of any Governmental Entity or public international organization, or officer of a political party or candidate for political

office; or (d) or any person 50% or greater owned or, as applicable, controlled by any of the foregoing. “Sanctions”

means those trade, economic and financial sanctions laws, regulations, embargoes, and restrictive measures (in each case having the force

of law) administered, enacted or enforced from time to time by (a) the United States (including without limitation the U.S. Department

of the Treasury, Office of Foreign Assets Control, the U.S. Department of State, and the U.S. Department of Commerce), (b) the European

Union and enforced by its member states, (c) the United Nations and (d) His Majesty’s Treasury.

(r) BEAC

is not controlled by or acting on behalf of (in connection with this Subscription Agreement) a person or entity resident that: (i) has

been designated as non-cooperative with international anti-money laundering or counter terrorist financing principles or procedures,

including the Money Laundering Control Act of 1986, 18 U.S.C. §§ 1956, 1957, and any other equivalent or comparable laws of

other countries; (ii) is the subject of an advisory issued by the Financial Crimes Enforcement Network of the U.S. Department of the

Treasury; or (iii) has been designated by the Secretary of the Treasury under Section 311 of the USA PATRIOT Act as warranting special

measures due to money laundering concerns (any such country or territory, a “Non-cooperative Jurisdiction”), or an

entity or individual that resides or has a place of business in, or is organized under the laws of, a Non-cooperative Jurisdiction.

(s) Neither

BEAC nor any of its controlled affiliates (i) is, or will be at or immediately after the Transaction Closing Date, a person of a country

of concern, as such term is defined in 31 C.F.R. § 850.221 (a “Covered Person”), (ii) directly or indirectly

hold, or will hold at or immediately after the Transaction Closing Date, a board seat on, a voting or equity interest in, or any contractual

power to direct or cause the direction of the management or policies of, any Covered Person, or (iii) is engaged, or has plans to engage,

or will be engaged at or immediately after the Transaction Closing Date, directly or indirectly, in a “covered activity,”

as such term is defined in 31 C.F.R. § 850.208.

(t) BEAC

is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Subscribed Shares and the

Subscribed Notes other than to the Placement Agents (as defined herein).

(u) Other

than the Business Combination Agreement and any other agreement expressly contemplated by the Business Combination Agreement, BEAC has

not entered into any side letter or similar agreement with any Other Subscriber in connection with such Other Subscriber’s Other

Subscription Agreement which provides any rights or benefits to such Other Subscriber that are materially more favorable to such Other

Subscriber than the rights and benefits in this Subscription Agreement unless such rights or benefits are also offered to Subscriber;

provided, that one or more Other Subscription Agreements may include (i) any rights or benefits granted to an Other Subscriber in connection

with such Other Subscriber’s compliance with any law, regulation or policy specifically applicable to such Other Subscriber or

in connection with the taxable status of such Other Subscriber, or (ii) any rights or benefits which are personal to an Other Subscriber

based solely on its place of organization or headquarters, its organizational form, or other particular restrictions applicable to such

Other Subscriber. Subject to the foregoing proviso, (x) the Other Subscription Agreements reflect the same Per Share Price and/or the

same Per Notes Price per $1,000 principal amount and other material terms with respect to the purchase of Common Stock and/or Convertible

Notes that are no more favorable to such Other Subscriber thereunder than the terms of this Subscription Agreement and (y) after the

date hereof, no Other Subscription Agreements shall be amended or modified, and no terms or conditions thereof waived, in a manner that

materially benefits such Other Subscriber, unless such amendment, modification or waiver is also offered to the Subscriber.

Subscriber Representations and Warranties. Subscriber represents and warrants to BEAC that:

(a) Subscriber

(i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and

(ii) has the requisite power and authority to enter into and perform its obligations under this Subscription Agreement.

(b) This

Subscription Agreement has been duly authorized and validly executed and delivered by Subscriber, and assuming the due authorization,

execution and delivery of the same by BEAC, this Subscription Agreement shall constitute the valid and legally binding obligation of

Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by bankruptcy,

insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally and by the

availability of equitable remedies.

execution and delivery of this Subscription Agreement, the purchase of the Subscribed Shares and/or the Subscribed Notes and the Underlying

Shares (if any) and the compliance by Subscriber with all of the provisions of this Subscription Agreement and the consummation of the

transactions contemplated hereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute

a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber

pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument

to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject; (ii)

the organizational documents of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental

agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its properties that, in the case of clauses (i) and

(iii), would reasonably be expected to have a Subscriber Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber

Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Subscriber that

would, individually or in the aggregate, reasonably be expected to have a material adverse effect on Subscriber’s ability to timely

consummate the transactions contemplated hereby, including the purchase of the Subscribed Shares and/or the Subscribed Notes.

(d) Subscriber

(i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited

investor” (within the meaning of Rule 501(a)(1), (2), (3), or (7) under the Securities Act) and has duly completed and delivered

Annex A to BEAC concurrently herewith, (ii) is acquiring the Subscribed Shares and/or the Subscribed Notes and the Underlying

Shares (if any) only for its own account and not for the account of others, or if Subscriber is subscribing for the Subscribed Shares

and/or the Subscribed Notes and the Underlying Shares (if any) as a fiduciary or agent for one or more investor accounts, each owner

of such account is a qualified institutional buyer or accredited investor and Subscriber has full investment discretion with respect

to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf

of each owner of each such account, and (iii) is not acquiring the Subscribed Shares and/or the Subscribed Notes with a view to, or for

offer or sale in connection with, any distribution thereof in violation of the Securities Act. Subscriber is not an entity formed for

the specific purpose of acquiring the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any). Subscriber acknowledges

that it has been informed that the offering meets the exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J).

(e) Subscriber

and its investment adviser, if applicable, understands that the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares

(if any) are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer

and sale of the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any) have not been registered under the Securities

Act or any state securities law in reliance on the availability of an exemption from registration and that BEAC is not required to register

the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any) except as set forth in Section 5 of this

Subscription Agreement. Subscriber understands that the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any)

will be “restricted securities” within the meaning of the Securities Act and may not be offered, resold, transferred, pledged

or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to BEAC or a subsidiary

thereof, or (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act and, in each of clauses

(i) and (ii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that

any certificates or book-entry statements representing the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if

any) shall contain applicable legends to such effect (with respect to the Subscribed Notes, as set forth in the Indenture). As a result

of these transfer restrictions, Subscriber understands that Subscriber may not be able to readily resell, offer, pledge or otherwise

dispose of the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any) and may be required to bear the financial

risk of an investment in the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any) for an indefinite period

of time. Subscriber acknowledges and agrees that the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any)

will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until

at least one year from the Transaction Closing Date. Subscriber understands that it has been advised to consult legal counsel prior to

making any offer, resale, pledge or transfer of any of the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if

any).

(f) Subscriber

and its investment adviser, if applicable, understands and agrees that Subscriber is purchasing the Subscribed Shares and/or the Subscribed

Notes and the Underlying Shares (if any) directly from BEAC. Subscriber further acknowledges that there have not been, and Subscriber

hereby agrees that it is not relying on, any representations, warranties, covenants or agreements made to Subscriber by BEAC, any other

party to the Transaction, any Placement Agent (as defined herein), or any other person or entity, expressly or by implication, other

than those representations, warranties, covenants and agreements of BEAC set forth in this Subscription Agreement.

(g) In

making its decision to purchase the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any), Subscriber, and

its investment adviser, if applicable, has relied solely upon independent investigation made by Subscriber and the representations and

warranties of the parties contained in this Subscription Agreement. Subscriber acknowledges and agrees that Subscriber has received or

had access to, and had an adequate opportunity to review, such financial and other information as Subscriber deems necessary or desirable

in order to make an investment decision with respect to the Subscribed Shares and/or the Subscribed Notes, including with respect to

BEAC and the Transaction (including REDLattice and its subsidiaries (collectively, the “Acquired Companies”)), and

has made its own assessment and is satisfied concerning the relevant financial, tax and other economic considerations relevant to Subscribers

investment in the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any). Subscriber represents and agrees

that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive

such answers and obtain such information as Subscriber and its professional advisor(s), if any, have deemed necessary to make an investment

decision with respect to the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any). Subscriber acknowledges

that certain information provided to it in connection with its Subscription constitutes forward-looking information, and such forward-looking

information was prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant

business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained

in the forward-looking information. Subscriber further acknowledges that such forward-looking information was prepared without the participation

of the Placement Agents and that the Placement Agents do not assume responsibility for independent verification of, or the accuracy or

completeness of, such forward-looking information. Subscriber acknowledges and agrees that none of Goldman Sachs & Co. LLC (“Goldman

Sachs”) and Jefferies LLC (“Jefferies”), acting as placement agents to BEAC (each, a “Placement

Agent” and, collectively, the “Placement Agents”), or any affiliate of any Placement Agent, has provided

Subscriber with any advice with respect to the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any) and that

no such advice was necessary or desired. None of the Placement Agents or any of their respective affiliates has made or makes any representation

as to BEAC or the Acquired Companies or the quality or value of the Subscribed Shares and/or the Subscribed Notes and the Underlying

Shares (if any). Subscriber acknowledges that the Placement Agents and their respective directors, officers, employees, representatives

and controlling persons have made no independent investigation with respect to BEAC or the Subscribed Shares and/or the Subscribed Notes

and the Underlying Shares (if any) or the accuracy, completeness or adequacy of any information supplied to Subscriber by BEAC.

(h) Subscriber

acknowledges that no disclosure or offering document has been prepared in connection with this offering by the Placement Agents or any

of their affiliates.

(i) Subscriber

agrees that none of the Placement Agents, their affiliates or any of their control persons, officers, directors or employees shall be

liable to the Subscriber (including in contract, tort, under federal or state securities laws or otherwise) for any action heretofore

or hereafter taken or omitted to be taken by any of them in connection with this offering of the Subscribed Shares and/or the Subscribed

Notes and the Underlying Shares (if any). This undertaking is given freely and after obtaining independent legal advice.

(j) Subscriber,

and its investment adviser, if applicable, became aware of this offering solely by means of direct contact between Subscriber and BEAC

or REDLattice, or their respective representatives or affiliates, or by means of contact from a Placement Agent, and the Subscribed Shares

and/or the Subscribed Notes and the Underlying Shares (if any) were offered to Subscriber solely by direct contact between Subscriber

and BEAC, or its representatives or affiliates, or by means of contact from a Placement Agent. Subscriber did not become aware of this

offering, nor were the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any) offered to Subscriber, by any

other means. Subscriber acknowledges that the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any) (i) were

not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public

offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

(k) Subscriber,

and its investment adviser, if applicable, acknowledges that it is aware that there are substantial risks incident to the purchase and

ownership of the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any), including those set forth in the BEAC

SEC Reports. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits

and risks of an investment in the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any), and Subscriber has

had an opportunity to seek, and has sought, such accounting, legal, business and tax advice as Subscriber has considered necessary to

make an informed investment decision. Subscriber is an institutional account as defined in FINRA Rule 4512(c), and is a sophisticated

investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general

and with regard to all transactions and investment strategies involving a security or securities. Subscriber understands and acknowledges

that it has been informed that the purchase and sale of the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if

any) hereunder meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under

FINRA Rule 2111(b).

(l) Subscriber,

and its investment adviser, if applicable, has independently analyzed and considered the risks of an investment in the Subscribed Shares

and/or the Subscribed Notes and the Underlying Shares (if any) and determined that its purchase of the Subscribed Shares and/or the Subscribed

Notes and the Underlying Shares (if any) (i) is consistent with such Subscriber’s financial needs, objectives and condition, (ii)

complies with all investment policies, guidelines and other restrictions that are applicable to such Subscriber, (iii) does not and will

not violate any law, rule, regulation, agreement or other obligation to which such Subscriber is bound (assuming the accuracy of BEAC’s

representations and warranties contained herein) which would reasonably be expected to have a Subscriber Material Adverse Effect , and

(iv) is a fit, proper and suitable investment for such Subscriber, notwithstanding the risks associated with a purchase of the Subscribed

Shares and/or the Subscribed Notes and the Underlying Shares (if any). Subscriber has determined that it is able at this time and in

the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in BEAC. Subscriber acknowledges specifically

that a possibility of total loss of its investment exists.

(m) Subscriber

understands and agrees that no federal (U.S. or foreign) or state agency, securities commission or similar regulatory authority has passed

upon or endorsed the merits of the offering of the Subscribed Shares or the Subscribed Notes or made any findings or determination as

to the fairness of this investment.

(n) Subscriber

is not, and is not 25 percent or more in the aggregate beneficially owned by or controlled by or acting on behalf of (in connection with

this Subscription Agreement and the transactions contemplated hereby), a Sanctioned Person. Subscriber is not a non-U.S. shell bank or

providing banking services indirectly to a non-U.S. shell bank. Subscriber represents that if it is a financial institution subject to

the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001 and its implementing regulations (collectively,

the “BSA/PATRIOT Act”), that Subscriber maintains policies and procedures reasonably designed to comply with applicable

obligations under the BSA/PATRIOT Act. Subscriber also represents that, to the extent required by applicable law, it maintains, either

directly or through the use of a third-party administrator, policies and procedures reasonably designed for the screening of any investors

against Sanctions-related lists of blocked or restricted persons. Subscriber further represents and warrants that it maintains, either

directly or through the use of a third-party administrator, policies and procedures reasonably designed to ensure that the funds held

by Subscriber and used to subscribe for the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any) were derived

from lawful activities; and Subscriber shall promptly notify BEAC if the Subscriber discovers that any of such representations ceases

to be true prior to the Closing, and to provide BEAC with appropriate information in connection therewith.

(o) Subscriber

is not controlled by or acting on behalf of (in connection with this Subscription Agreement) a person or entity resident that: (i) has

been designated as non-cooperative with international anti-money laundering or counter terrorist financing principles or procedures,

including the Money Laundering Control Act of 1986, 18 U.S.C. §§ 1956, 1957, and any other equivalent or comparable laws of

other countries; (ii) is the subject of an advisory issued by the Financial Crimes Enforcement Network of the U.S. Department of the

Treasury; or (iii) has been designated by the Secretary of the Treasury under Section 311 of the USA PATRIOT Act as a Non-cooperative

Jurisdiction, or an entity or individual that resides or has a place of business in, or is organized under the laws of, a Non-cooperative

Jurisdiction.

(p) If

Subscriber is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement

that is subject to section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or an employee benefit

plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S.

plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under

any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an

entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a

“Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, Subscriber

represents and warrants that neither BEAC nor any of its affiliates has acted as the Plan’s fiduciary, or has been relied on for

advice, with respect to its decision to acquire and hold the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares

(if any), and neither BEAC nor its affiliates shall at any time be relied upon as the Plan’s fiduciary with respect to any decision

to acquire, continue to hold or transfer the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any).

(q) At

the Closing, Subscriber will have sufficient funds to pay the Purchase Price pursuant to and in accordance with Section 2(b).

(r) Subscriber

acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm

or corporation (including the Placement Agents, any of their affiliates or any of their control persons, officers, directors and employees),

other than the representations and warranties of BEAC expressly set forth in this Subscription Agreement. Subscriber agrees that no Other

Subscriber pursuant to any Other Subscription Agreement shall be liable to any Other Subscriber pursuant to this Subscription Agreement

for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Subscribed

Shares and/or the Subscribed Notes hereunder.

(s) Subscriber

acknowledges and agrees that (a) each Placement Agent is acting solely as BEAC’s placement agent in connection with the private

placement of the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any) and is not acting as an underwriter,

initial purchaser, dealer or in any other capacity and is not and shall not be construed as a fiduciary of the Subscriber, BEAC or any

other person or entity in connection with the private placement of the Subscribed Shares and/or the Subscribed Notes and the Underlying

Shares (if any), (b) no Placement Agent has made or will make any representation or warranty, whether express or implied, of any kind

or character and has not provided any advice or recommendation in connection with the private placement of the Subscribed Shares and/or

the Subscribed Notes and the Underlying Shares (if any), and (c) no Placement Agent will have any responsibility with respect to (i)

any representations, warranties or agreements made by any person or entity under or in connection with the private placement of the Subscribed

Shares and/or the Subscribed Notes and the Underlying Shares (if any) or any of the documents furnished pursuant thereto or in connection

therewith, or the execution, legality, validity or enforceability (with respect to any person) or any thereof, or (ii) the business,

affairs, financial condition, operations, properties or prospects of, or any other matter concerning BEAC, or the private placement of

the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any).

(t) Subscriber

acknowledges that Goldman Sachs is also acting as financial and capital markets advisor to BEAC in connection with the Transaction, and

Jefferies is also acting as financial advisor to REDLattice in connection with the Transaction.

(u) No

broker or finder has acted on behalf of the Subscriber in connection with the purchase of the Subscribed Shares and/or the Subscribed

Notes and the Underlying Shares (if any) pursuant to this Subscription Agreement in such a way as to create any liability on the part

of BEAC, REDLattice or any of their respective affiliates.

(v) The

Subscriber hereby acknowledges and is aware that Jefferies acted as an underwriter in BEAC’s initial public offering (“IPO”),

for which role, Jefferies received compensation pursuant to the Underwriting Agreement, dated as of October 23, 2024, by and between

BEAC and Jefferies and UBS Securities LLC, as representatives of the underwriters named therein (“Underwriting Agreement”),

and pursuant to which, should a Transaction be consummated, Jefferies, as an IPO underwriter, may be entitled to receive its portion

of the deferred underwriting compensation from BEAC as provided in the Underwriting Agreement.

Registration of Subscribed Shares and Underlying Shares.

(a) BEAC

will endeavor to, on or prior to the Transaction Closing Date, and shall in no event later than thirty (30) calendar days after the Transaction

Closing Date (the “Filing Date”), file with the Commission (at BEAC’s sole cost and expense) a registration

statement (the “Registration Statement”) registering the resale by Subscriber of the Subscribed Shares and the maximum

number of Underlying Shares issuable pursuant to the terms of the Indenture without giving effect to any limitation on conversion of

the Subscribed Notes set forth therein (such Subscribed Shares and Underlying Shares, together, the “Registrable Shares”),

and BEAC shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after

the Filing Date, but in any event no later than sixty (60) calendar days after the earlier of (x) the Filing Date and (y) the filing

date of the Registration Statement (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline

shall be extended to ninety (90) calendar days after the earlier of (x) the Filing Date and (y) the filing date of the Registration Statement,

if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further,

that BEAC shall have the Registration Statement declared effective within five (5) Business Days after the date BEAC is notified (orally

or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed”

or will not be subject to further review; provided, further, that (i) if the Effectiveness Deadline falls on a Saturday,

Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day

on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness

Deadline shall be extended by the same number of Business Days that the Commission remains closed for. If requested by the Subscriber,

BEAC shall provide a draft of the Registration Statement to the Subscriber for review at least five (5) Business Days in advance of the

Filing Date, and Subscriber shall provide any comments on the Registration Statement to BEAC no later than the day immediately preceding

the Filing Date. Unless otherwise agreed to in writing by the Subscriber prior to the filing of the Registration Statement, the Subscriber

shall not be identified as a statutory underwriter in the Registration Statement; provided, that if the Commission requests that Subscriber

be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration

Statement upon its prompt written request to BEAC. Notwithstanding the foregoing, if the Commission prevents BEAC from including any

or all of the Registrable Shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415

of the Securities Act for the resale of the Registrable Shares, such Registration Statement shall register for resale such number of

Registrable Shares which is equal to the maximum number of Registrable Shares as is permitted by the Commission. In such event, as promptly

as practicable after being permitted to register additional shares under Rule 415 under the Securities Act, BEAC shall amend the Registration

Statement or file one or more new Registration Statement(s) (such amendment or new Registration Statement shall also be deemed to be

a “Registration Statement” hereunder) to register such additional Registrable Shares and cause such amendment or Registration

Statement(s) to become effective as promptly as practicable after the filing thereof.

(b) BEAC

agrees that, except for such times as BEAC is permitted hereunder to suspend the use of the prospectus forming part of a Registration

Statement, BEAC will use its commercially reasonable efforts to cause such Registration Statement to remain effective with respect to

Subscriber, including to prepare and file any post-effective amendment to such Registration Statement or a supplement to the related

prospectus such that the prospectus will not include any untrue statement or a material fact or omit to state any material fact necessary

to make the statements therein, in light of the circumstances under which they were made, not misleading, until the earlier of (i) five

(5) years from the effective date of the Registration Statement, (ii) the date on which Subscriber ceases to hold any Subscribed Shares,

any Subscribed Notes or any Underlying Shares or (iii) on the first date on which the Subscriber can sell all of its Registrable Shares

(or shares received in exchange therefor) under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount

of such securities that may be sold and without the requirement for BEAC to be in compliance with the current public information required

under Rule 144(c)(1) (or Rule 144(i)(2), if applicable). BEAC shall use its commercially reasonable efforts to obtain the withdrawal

of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable. For so long as the Registration

Statement shall remain effective, BEAC will use commercially reasonable efforts to file all reports, and provide all customary and reasonable

cooperation, necessary to enable Subscriber to resell the Registrable Shares pursuant to the Registration Statement, qualify the Registrable

Shares for listing on the Exchange and update or amend the Registration Statement as necessary to include Registrable Shares. BEAC will

use its commercially reasonable efforts to for so long as the Subscriber holds any Subscribed Shares and/or any Subscribed Notes or any

Underlying Shares (if any), make and keep public information available (as those terms are understood and defined in Rule 144) and file

with the Commission in a timely manner all reports and other documents required of BEAC under the Exchange Act so long as BEAC remains

subject to such requirements to enable the Subscriber to resell the Subscribed Shares and/or the Underlying Shares pursuant to Rule 144.

obligations to include the Registrable Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to BEAC

a selling shareholder questionnaire or such other information concerning the Subscriber as shall be reasonably requested by BEAC as required

under applicable law to effect the registration of the Registrable Shares; provided, that BEAC shall request such information

from Subscriber at least five (5) Business Days prior to the anticipated Filing Date of the Registration Statement provided, further,

that Subscriber shall not be required to sign any form of lock-up agreement. In the case of the registration effected by BEAC pursuant

to this Subscription Agreement, BEAC shall, upon reasonable request, inform Subscriber as to the status of the effectiveness of such

registration. Subscriber shall not be entitled to use the Registration Statement for an underwritten offering of the Subscribed Shares,

the Subscribed Notes or the Underlying Shares. Notwithstanding anything to the contrary contained herein, BEAC shall be entitled to delay

or postpone the effectiveness of the Registration Statement, and from time to time to require Subscriber not to sell under the Registration

Statement or to suspend the effectiveness thereof, if BEAC’s board of directors reasonably believes, upon the advice of outside

legal counsel, that any event would require additional disclosure by BEAC in the Registration Statement of material non-public information

that BEAC has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would

be expected, in the reasonable determination of BEAC’s board of directors, upon the advice of legal counsel, to cause the Registration

Statement to fail to comply with applicable disclosure requirements (such circumstance, a “Suspension Event”); provided,

that, with respect to foregoing clause (i), BEAC shall not so delay filing or so suspend the use of the Registration Statement for a

period of more than sixty (60) consecutive days or more than two (2) times or more than one hundred and twenty (120) total calendar days,

in each case in any three hundred sixty (360) day period, and BEAC shall use commercially reasonable efforts to make such registration

statement available for the sale by the Subscriber of such securities as soon as practicable thereafter. Upon receipt of any written

notice from BEAC of the happening of (i) an issuance by the Commission of any stop order suspending the effectiveness of any Registration

Statement or the initiation of any proceedings for such purpose, which notice shall be given no later than one (1) Business Day from

the date of such event, (ii) any Suspension Event during the period that the Registration Statement is effective, which notice shall

be given no later than one (1) Business Day from the date of such Suspension Event, (iii) of the receipt by BEAC of any notification

with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Shares for sale in any

jurisdiction, or the initiation or threatening of any proceeding for such purpose, or (iv) of the occurrence of any event or passage

of time that makes the financial statements included or incorporated by reference in a Registration Statement ineligible for inclusion

or incorporation by reference therein or any statement made in such Registration Statement or prospectus or any document incorporated

or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration

Statement, prospectus or other documents so that, in the case of such Registration Statement or the prospectus, as the case may be, it

will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary

to make the statements therein (in the case of any prospectus, form of prospectus or supplement thereto, in light of the circumstances

under which they were made), not misleading, the Subscriber agrees that it will immediately discontinue offers and sales of the Registrable

Shares under the Registration Statement until the Subscriber receives copies of a supplemental or amended prospectus (which BEAC agrees

to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment

has become effective or supplement has been filed or unless otherwise notified by BEAC that it may resume such offers and sales. Notwithstanding

anything to the contrary set forth herein, BEAC shall not, when so advising Subscriber of such events, provide Subscriber with any material,

non-public information regarding BEAC or subject Subscriber or any of its affiliates to a duty of confidentially. If so directed by BEAC,

the Subscriber will deliver to BEAC or, in the Subscriber’s sole discretion destroy, all copies of the prospectus covering the

Registrable Shares in the Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of

the prospectus covering the Registrable Shares shall not apply (x) to the extent the Subscriber is required to retain a copy of such

prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance

with a bona fide pre-existing document retention policy or (y) to copies stored electronically on archival servers as a result of automatic

data back-up. Notwithstanding anything to the contrary, BEAC shall use reasonable best efforts to cause its transfer agent to deliver

unlegended shares of Common Stock to a transferee of Subscriber in connection with any sale of Registrable Shares pursuant to the Registration

Statement or Rule 144, in each case, with respect to which Subscriber has entered into a contract for sale, prior to Subscriber’s

receipt of the notice of a Suspension Event and for which Subscriber has not yet settled.

(d) Subscriber

may deliver written notice (an “Opt-Out Notice”) to BEAC requesting that Subscriber not receive notices from BEAC

otherwise required by this Section 5; provided, however, that Subscriber may later revoke any such Opt-Out Notice in writing.

Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) BEAC shall not deliver any such notices to

Subscriber and Subscriber shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to Subscriber’s

intended use of an effective Registration Statement, Subscriber will notify BEAC in writing at least two (2) Business Days in advance

of such intended use, and if a notice of a Suspension Event was previously delivered (or would have been delivered but for the provisions

of this Section 5(d)) and the related suspension period remains in effect, BEAC will so notify Subscriber, within two (2) Business

Days of Subscriber’s notification to BEAC, by delivering to Subscriber a copy of such previous notice of Suspension Event, and

thereafter will provide Subscriber with the related notice of the conclusion of such Suspension Event promptly following its availability.

(e) For

purposes of this Section 5 of this Subscription Agreement, (i) “Subscribed Shares” shall mean, as of any date

of determination, the Subscribed Shares (as defined in the recitals to this Subscription Agreement) and any other equity security issued

or issuable with respect to the Subscribed Shares by way of share split, dividend, distribution, recapitalization, merger, exchange,

or replacement (excluding, for the avoidance of doubt, any Common Stock or other equity securities acquired in any other manner), (ii)

“Underlying Shares” shall mean, as of any date of determination, the Underlying Shares (as defined in the recitals

to this Subscription Agreement) and any other equity security issued or issuable with respect to the Underlying Shares by way of share

split, dividend, distribution, recapitalization, merger, exchange, or replacement (excluding, for the avoidance of doubt, any Common

Stock or other equity securities acquired in any other manner), and (iii) “Subscriber” shall include any person to

which the rights under this Section 5 shall have been duly assigned pursuant to this Subscription Agreement.

(f) BEAC

shall indemnify and hold harmless Subscriber (to the extent Subscriber is a seller under the Registration Statement), the officers, directors,

members, managers, partners, agents, investment advisors and employees of Subscriber, each person who controls Subscriber (within the

meaning of the Securities Act or Exchange Act) and the officers, directors, members, managers, partners, agents and employees of each

such controlling person, to the fullest extent permitted by applicable law, from and against any and all reasonable out-of-pocket losses,

claims, damages, liabilities, costs (including, without limitation, reasonable and documented attorneys’ fees) and expenses (collectively,

“Losses”) that arise out of or are based upon any untrue or alleged untrue statement of a material fact contained

in the Registration Statement, any prospectus included in the Registration Statement or any form of prospectus or in any amendment or

supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material

fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or

supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such untrue statements,

alleged untrue statements, omissions or alleged omissions are based upon information regarding Subscriber furnished in writing to BEAC

by or on behalf of Subscriber expressly for use therein or that Subscriber has omitted a material fact from such information. BEAC shall

notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions

contemplated by this Section 5 of which BEAC is aware. Such indemnity shall remain in full force and effect regardless of any

investigation made by or on behalf of an indemnified party and shall survive the transfer of the Subscribed Shares and/or the Underlying

Shares (as applicable) by Subscriber. Notwithstanding the forgoing, BEAC’s indemnification obligations shall not apply to amounts

paid in settlement of any Losses or action if such settlement is effected without the prior written consent of BEAC (which consent shall

not be unreasonably withheld or delayed).

(g) Subscriber

shall, severally and not jointly with any Other Subscriber in the offering contemplated by this Subscription Agreement or selling shareholder

named in the Registration Statement, indemnify and hold harmless BEAC, its directors, officers, members, managers, partners, agents and

employees, each person who controls BEAC (within the meaning of the Securities Act and Exchange Act), and the directors, officers, members,

managers, partners, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against

all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement,

any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any

preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein

or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light

of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements, alleged

untrue statements, omissions or alleged omissions are based upon information regarding Subscriber furnished in writing to BEAC by or

on behalf of Subscriber expressly for use therein or Subscriber has omitted a material fact from such information. Subscriber shall notify

BEAC promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated

by this Section 5 of which Subscriber is aware. Such indemnity shall remain in full force and effect regardless of any investigation

made by or on behalf of an indemnified party and shall survive the transfer of the Subscribed Shares and/or the Underlying Shares (as

applicable) by Subscriber. In no event shall the liability of Subscriber exceed the dollar amount of the net proceeds received by Subscriber

upon the sale of the Subscribed Shares and/or the Underlying Shares giving rise to such indemnification obligation. Notwithstanding the

forgoing, Subscriber’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such

settlement is effected without the prior written consent of Subscriber (which consent shall not be unreasonably withheld or delayed).

(h) Any

person or entity entitled to indemnification herein shall (A) give prompt written notice to the indemnifying party of any claim with

respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s

right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (B) unless in such indemnified

party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to

such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified

party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified

party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is

not entitled to, or, in the exercise of the indemnifying party’s rights under clause (B) above, elects not to, assume the defense

of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying

party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between

such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the

consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects

by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement), which settlement

shall not include a statement or admission of fault and culpability on the part of such indemnified party, and which settlement shall

include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability

in respect to such claim or litigation.

(i) The

indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation

made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and

shall survive the transfer of the Subscribed Shares and/or the Underlying Shares (if any) purchased pursuant to this Subscription Agreement.

(j) If

the indemnification provided under this Section 5 from the indemnifying party is unavailable or insufficient to hold harmless

an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,

in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of

such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying

party and the indemnified party, as well as any other relevant equitable considerations; provided, however, that the liability

of the Subscriber shall not exceed, when combined with any amounts owing under Section 5(g), the dollar amount of the net proceeds

received by the Subscriber from the sale of any Subscribed Shares and/or any Underlying Shares (if any) giving rise to such contribution

obligation. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things,

whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to

state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied

by, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s

relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a

party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth

in this Section 5, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation

or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be

entitled to contribution pursuant to this Section 5(j) from any person or entity who was not guilty of such fraudulent misrepresentation.

Notwithstanding anything to the contrary herein, in no event will any party be liable for consequential, special, exemplary or punitive

damages in connection with this Subscription Agreement or the transactions contemplated hereby.

6. Removal

of Restrictive Legends. If Subscriber has purchased Subscribed Shares hereunder, and/or has acquired the Underlying Shares (if

any), subject to receipt from the Subscriber by BEAC and its transfer agent (the “Transfer Agent”) of such

customary representations and documentation reasonably acceptable to BEAC and the Transfer Agent in connection therewith, the

Subscriber may request that BEAC remove any legend from the book entry position evidencing the Subscribed Shares and/or the

Underlying Shares (if any) and BEAC will, if required by the Transfer Agent, use its commercially reasonable efforts to cause an

opinion of BEAC’s counsel be provided, in a form reasonably acceptable to the Transfer Agent, to the effect that the removal

of such restrictive legends in such circumstances may be effected under the Securities Act, following the earliest of such time as

such Subscribed Shares and/or Underlying Shares (if any) (i) have been sold pursuant to an effective registration statement or

prospectus, or (ii) have been sold pursuant to Rule 144. BEAC shall promptly respond to any requests from a Subscriber to remove

restrictive legends upon the occurrence of the events in the immediately preceding sentence, but in any event no later than the

Standard Settlement Period after receiving such request. BEAC shall be responsible for the fees of its Transfer Agent, its legal

counsel and all DTC fees associated with any actions taken pursuant hereto with respect to any legend removal and reissuance. As

used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of trading

days, on BEAC’s primary trading market with respect to the Common Stock as in effect on the date of delivery of a certificate

representing Subscribed Shares or Underlying Shares issued with a restrictive legend.

7. Termination.

This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the

parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to

occur of (a) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (b) the mutual

written agreement of the parties hereto to terminate this Subscription Agreement, and (c) if any of the conditions to Closing set

forth in Section 2 are not satisfied or waived as of the Transaction Closing Date and, as a result thereof, the transactions

contemplated by this Subscription Agreement will not be and are not consummated as of the Transaction Closing Date, and (d) the date

that is nine (9) months after the date of this Subscription Agreement, provided that if the Transaction Closing Date has not

occurred in part as a result of a breach by the Subscriber of its obligations under this Subscription Agreement, or a breach by any

Other Subscriber that is an affiliate of Subscriber of such Other Subscriber’s obligations under the applicable Other

Subscription Agreement, the Subscriber shall not be entitled to terminate this Subscription Agreement pursuant to this clause (d)

for so long as such breach is ongoing; provided, that nothing herein will relieve any party hereto from liability for any

willful breach hereof prior to the time of termination, and each party hereto will be entitled to any remedies at law or in equity

to recover losses, liabilities or damages arising from such breach. BEAC shall notify Subscriber of the termination of the Business

Combination Agreement promptly after the termination thereof. Upon the termination of this Subscription Agreement in accordance with

this Section 7, any Purchase Price paid by the Subscriber to BEAC in connection herewith shall be promptly returned to the

Subscriber within two (2) Business Days of such termination.

Trust Account Waiver. Subscriber hereby acknowledges that BEAC has established a

trust account (the “Trust Account”) containing the proceeds of its IPO and from certain private placements

occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of BEAC’s public

shareholders and certain other parties (including the underwriters of the IPO). For and in consideration of BEAC entering into this

Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

Subscriber hereby (i) agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of

any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, that arises as a

result of, in connection with or relating in any way to this Subscription Agreement, regardless of whether such claim arises based

on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as

the “Released Claims”), (ii) irrevocably waives any Released Claims that it may have against the Trust Account

now or in the future as a result of, or arising out of, this Subscription Agreement, and (iii) will not seek recourse against the

Trust Account for any Released Claims; provided, however, that nothing in this Section 8 shall be deemed to

limit any Subscriber’s right to distributions from the Trust Account in accordance with the BEAC Constitutional Documents in

respect of any redemptions by Subscriber of any Cayman Class A Shares it acquired by any means other than pursuant to this

Subscription Agreement (subject to the Open Market Purchase Reduction Conditions and Currently Owned Shares Reduction Conditions, as

applicable) or serve to limit or prohibit Subscriber’s right to pursue a claim against BEAC for legal relief against assets

held outside the Trust Account, for specific performance or other equitable relief or serve to limit or prohibit any claims that

Subscriber may have in the future against BEAC's assets or funds that are not held in the Trust Account. Subscriber acknowledges and

agrees that such irrevocable waiver is a material inducement to BEAC to enter into this Subscription Agreement, and further intends

and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law.

Notwithstanding anything in this Subscription Agreement to the contrary, the provisions of this Section 8 shall survive

termination of this Subscription Agreement.

9. Miscellaneous.

(a) The

provisions of this Subscription Agreement shall be interpreted in accordance with the following definitions, which shall apply equally

to the singular and plural forms of the terms defined. The words “include,” “includes” and “including”

shall be deemed to be followed by the phrase “without limitation.” The verb form of the word “will” shall be

construed to have the same meaning and effect as the word “shall.” The words “or” and “any” shall

not be construed to be disjunctive but not exclusive. The word “extent” in the phrase “to the extent” shall mean

the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” References to “$”

or “dollars” shall mean United States dollars. Unless the context requires otherwise, (i) references to any statute, rule

or regulation shall be deemed to refer to such statute, rule or regulation as amended or supplemented from time to time, including through

the promulgation of rules or regulations thereunder; (ii) the words “herein,” “hereto,” “hereby,”

“hereof” and “hereunder” and words of similar import shall be construed to refer to this Subscription Agreement

in its entirety and not to any particular provision hereof; and (iii) references to “Sections” shall be construed to refer

to sections of this Subscription Agreement. “Writing”, “written” and comparable terms shall be deemed to refer

to printing, typing or any other means (including e-mail and other electronic or digital media) of reproducing words in a visible form.

Unless otherwise specified, the reference date for purposes of calculating any period shall be excluded from such calculation, but any

period “from” or “through” a specified date shall commence or end, as applicable, on such specified date. Each

party hereto acknowledges and agrees that it has been represented by legal counsel during, and has participated jointly with the other

party hereto in, the negotiation and execution of this Subscription Agreement and waives the application of any law or rule of construction

providing that ambiguities in a contract or other document or any provision thereof will be construed against the party that drafted

such contract or other document or provision thereof.

(b) All

notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other

communication hereunder shall be deemed duly given, delivered and received (i) when delivered personally to the recipient, (ii) when

sent by electronic mail, with no mail undeliverable or other rejection notice, on the date of transmission to such recipient if sent

on a Business Day prior to 5:00 p.m. New York City time, or on the Business Day following the date of transmission, if sent on a day

that is not a Business Day or after 5:00 p.m. New York City time on a Business Day, (iii) one (1) Business Day after being sent via overnight

mail to the recipient by reputable overnight courier service (charges prepaid), or (iv) four (4) Business Days after being mailed to

the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended

recipient at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified

by written notice given in accordance with this Section 9(b).

to the Closing, Subscriber agrees to promptly notify BEAC and REDLattice if it becomes aware that any of the acknowledgments, understandings,

agreements, representations and warranties of Subscriber set forth herein are no longer accurate in all material respects. Prior to the

Closing, BEAC agrees to promptly notify Subscriber if it becomes aware of any failure of any of its representations or warranties set

forth herein to be true and correct, or any failure to perform or comply with any of its covenants set forth herein, in each case, such

that the condition specified in Section 2(e)(i) or Section 2(e)(ii) would not be satisfied on the Transaction Closing Date.

The Subscriber acknowledges that BEAC, REDLattice and the Placement Agent will rely on the acknowledgments, understandings, agreements,

representations and warranties contained in this Subscription Agreement, including Schedule A hereto.

(d) Each

of BEAC, REDLattice, the Placement Agents and Subscriber is irrevocably authorized to produce this Subscription Agreement or a copy hereof

to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

(e) Each

party hereto shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated hereby.

(f) Neither

this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Subscribed Shares and/or the Subscribed

Notes and the Underlying Shares (if any) acquired hereunder, if any) may be transferred or assigned by Subscriber. Neither this Subscription

Agreement nor any rights that may accrue to BEAC hereunder may be transferred or assigned (provided, that, for the avoidance of doubt,

BEAC may transfer the Subscription Agreement and its rights hereunder in connection with the consummation of the Transaction). Notwithstanding

the foregoing, Subscriber may assign its rights and obligations under this Subscription Agreement to one or more funds or accounts managed

by the investment manager or investment advisor that manages Subscriber (or an affiliate that controls, is controlled by or is under

common control with such investment manager or investment advisor) or, with the prior written consent of BEAC and REDLattice, to another

person, provided, in each case, that any assignee agrees in writing to be bound by the terms hereof as if it were an original party hereto

and that no such assignment shall relieve the assigning Subscriber of its obligations hereunder if any such assignee fails to perform

such obligations.

(g) All

the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.

(h) Prior

to Closing, BEAC may request from Subscriber such additional information as it may deem reasonably necessary to evaluate the eligibility

of Subscriber to acquire the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares, and Subscriber shall provide such

information as may be reasonably requested, to the extent reasonably available; provided that BEAC agrees to keep any such information

provided by Subscriber confidential, except (A) as required by the federal securities laws, rules or regulations, (B) as requested by

the staff of the Commission and (C) to the extent such disclosure is required by other laws, rules or regulations, any order of a governmental

authority or under the rules or regulations of the Exchange. Subscriber acknowledges that BEAC will file a form of this Subscription

Agreement with the Commission as an exhibit to a current or periodic report and/or a registration statement.

(i) This

Subscription Agreement may not be amended, modified, waived or terminated (other than as provided by and in accordance with Section

7) except by an instrument in writing, signed by the party against whom enforcement of such amendment, modification, waiver, or termination

is sought; provided that any amendment, modification, waiver or termination (including pursuant to Section 7) provided by BEAC

shall require the prior written consent of REDLattice (other than amendments, modifications or waivers that are solely ministerial in

nature or otherwise immaterial and, in each case, do not affect any economic or any other material term of this Subscription Agreement).

(j) This

Subscription Agreement, together with the Indenture, constitutes the entire agreement, and supersedes all other prior agreements, understandings,

representations and warranties, both written and oral, between the parties hereto, with respect to the subject matter hereof.

(k) This

Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators,

successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments

contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives

and permitted assigns.

(l) If

any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable,

the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected

or impaired thereby and shall continue in full force and effect.

(m) This

Subscription Agreement may be executed and delivered in one or more counterparts (including by facsimile or any other form of electronic

delivery (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or other

transmission method)) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the

same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

(n) This

Subscription Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is

not for the benefit of, nor may any provision hereof be enforced by, any other person except as expressly provided herein; provided,

however, that each of REDLattice and the Placement Agents shall be intended third party beneficiaries of the representations and

warranties of BEAC in Section 3 hereof and of Subscriber in Section 4 hereof and of the provisions of Section 9

hereof applicable to it, and REDLattice shall be an intended third party beneficiary of Section 6.

(o) The

parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were

not performed in accordance with their specific terms or were otherwise breached and that money or other legal remedies would not be

adequate remedy for such damage. It is accordingly agreed that the parties hereto shall be entitled to seek equitable relief, including

in the form of an injunction or injunctions to prevent breaches or threatened breaches of this Subscription Agreement and to enforce

specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party

is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto further acknowledge and agree: (x) to waive any

requirement for the security or posting of any bond in connection with any such equitable remedy; (y) not to assert that a remedy of

specific enforcement pursuant to this Section 9(o) is unenforceable, invalid, contrary to applicable law or inequitable for any

reason; and (z) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate.

The parties hereto acknowledge and agree that REDLattice shall be entitled to seek to specifically enforce Subscriber’s and BEAC’s

obligations hereunder and the provisions of the Subscription Agreement of which REDLattice is a third party beneficiary, in each case,

on the terms and subject to the conditions set forth herein.

(p) This

Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the

principles of conflicts of laws that would otherwise require the application of the law of any other jurisdiction.

(q) EACH

PARTY HERETO AND ANY PERSON IDENTIFIED AS A THIRD PARTY BENEFICIARY HEREUNDER HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY OF ANY CLAIM

OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY

ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO, WHETHER WITH RESPECT TO

CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES HERETO AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT

TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RIGHT TO A TRIAL BY JURY IS

WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE

THE VALIDITY OR ENFORCEABILITY OF THIS SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,

RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT.

(r) The

parties hereto agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription Agreement

must be brought exclusively in the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State

of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal

court within the State of Delaware or, in the event each federal court within the State of Delaware declines to accept jurisdiction over

a particular matter, any state court within the State of Delaware) (collectively the “Designated Courts”). Each party

hereto hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action, suit or proceeding with respect

to this Subscription Agreement may be brought in any other forum. Each party hereto hereby irrevocably waives all claims of immunity

from jurisdiction and any objection which such party may now or hereafter have to the laying of venue of any suit, action or proceeding

in any Designated Court, including any right to object on the basis that any dispute, action, suit or proceeding brought in the Designated

Courts has been brought in an improper or inconvenient forum or venue. Each of the parties hereto also agrees that delivery of any process,

summons, notice or document to a party hereof in compliance with Section 9(b) of this Subscription Agreement shall be effective

service of process for any action, suit or proceeding in a Designated Court with respect to any matters to which the parties hereto have

submitted to jurisdiction as set forth above.

(s) BEAC

shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement

(provided that, if this Agreement is executed between midnight and 8:00 a.m., New York City time, on any Business Day, no later than

9:00 a.m. on the date hereof) (the “Disclosure Time”), issue one or more press releases or file with the Commission

a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly

disclosed, all material terms of the transactions contemplated hereby (and by the Other Subscription Agreements), the Transaction and

any other material, non-public information (including, for the avoidance of doubt, with respect to REDLattice) that the Placement Agents

or BEAC (or any of BEAC’s officers, directors or employees) has provided to Subscriber at any time prior to the filing of the Disclosure

Document. Upon the issuance or filing of the Disclosure Document, Subscriber shall not be in possession of any material, non-public information

received from BEAC or the Placement Agents any of their respective officers, directors, affiliates, agents or employees. Upon the earlier

of (i) the Disclosure Time and (ii) the issuance or filing, as applicable, of the Disclosure Document, BEAC acknowledges and agrees that

any and all confidentiality or similar obligations under any agreement, whether written or oral, between BEAC, or any of its officers,

directors, affiliates, employees or agents, including, without limitation, the Placement Agents on the one hand, and any Subscriber or

any of its affiliates, on the other hand, shall terminate and be of no further force or effect. BEAC understands and confirms that Subscriber

will rely on the foregoing representation in effecting securities transactions. From and after the issuance or filing, as applicable,

of the Disclosure Document, BEAC shall not provide material non-public information to Subscriber, unless otherwise specifically agreed

in writing by Subscriber prior to any such disclosure. Notwithstanding the foregoing, BEAC shall not publicly disclose the name of Subscriber,

the investment adviser of Subscriber, or any of their respective affiliates, or include the name of Subscriber, the investment adviser

of Subscriber, or any of their respective affiliates (i) in any press release or marketing materials without the prior written consent

(including by e-mail) of Subscriber or (ii) in any filing with the Commission or any regulatory agency or trading market, without the

prior written consent (including by e-mail) of Subscriber, except as required by the applicable securities laws, rules or regulations

and to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or regulatory

agency or under the rules or regulations of the Exchange, in which case BEAC shall, to the extent legally permissible, provide Subscriber

with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Subscriber regarding

such disclosure. Subscriber will promptly provide any information reasonably requested by BEAC for any regulatory application or filing

made or approval sought in connection with the Transaction (including filings with the Commission).

(t) The

obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber or

any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of

the obligations of any Other Subscriber under this Subscription Agreement or any Other Subscriber or other investor under the Other Subscription

Agreements. The decision of Subscriber to purchase the Subscribed Shares and/or the Subscribed Notes pursuant to this Subscription Agreement

has been made by Subscriber independently of any Other Subscriber or any other investor and independently of any information, materials,

statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial

or otherwise) or prospects of BEAC or any of its subsidiaries which may have been made or given by any Other Subscriber or investor or

by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees shall have any

liability to any Other Subscriber or investor (or any other person) relating to or arising from any such information, materials, statements

or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber, any Other Subscriber

or other investor pursuant hereto or thereto, shall be deemed to constitute Subscriber and any Other Subscriber or other investor as

a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and any Other Subscriber

or other investor are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by

this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as agent

for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection

with monitoring its investment in the Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any) or enforcing its

rights under this Subscription Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including the

rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or investor to be joined as

an additional party in any proceeding for such purpose.

(u) The

Subscriber acknowledges and agrees that none of (i) any Other Subscriber pursuant to this Subscription Agreement or any Other Subscription

Agreement, (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents

or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have

any liability to the Subscriber, pursuant to, arising out of or relating to this Subscription Agreement or any Other Subscription Agreement,

the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation,

with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the

Subscribed Shares and/or the Subscribed Notes and the Underlying Shares (if any) or with respect to any claim (whether in tort, contract

or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made

in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect

to any information or materials of any kind furnished by BEAC, REDLattice, the Placement Agents or any Non-Party Affiliate concerning

BEAC, REDLattice, the Placement Agents, any of their respective controlled affiliates, this Subscription Agreement or the transactions

contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current

or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of BEAC, REDLattice, the

Placement Agents or any of their respective controlled affiliates or any family member of the foregoing.

10.

Open Market Purchases.

(a) At

the Subscriber’s election, the number of Subscribed Shares for which Subscriber is obligated to purchase hereunder may be reduced

on a one-for-one basis up to an aggregate of the number of Currently Owned Shares (as defined below) and Open Market Purchase Shares

(as defined below) purchased by Subscriber no later than one (1) Business Day prior to the Redemption Deadline (as defined below), pursuant

to the terms of this Section 10 (the “Reduction Right”). For the purposes of this Section 10: “Open

Market Purchase Shares” means Cayman Class A Shares purchased by the Subscriber or its affiliates for their own account pursuant

to open-market transactions with third parties at a price of less than the final per share redemption price payable to BEAC’s public

shareholders who validly redeem their shares in connection with the Transaction; “Currently Owned Shares” means Cayman

Class A Shares that the Subscriber or its affiliates beneficially own as of the date of this Amendment; and “Redemption Deadline”

means the redemption deadline established in connection with the special meeting of shareholders of BEAC held to approve the Transaction.

(b) To

exercise the Reduction Right with respect to the Open Market Purchase Shares, the Subscriber must agree to and cause its affiliates to:

(i) not sell or otherwise transfer such Open Market Purchase Shares prior to the consummation of the Transaction; (ii) not vote any Open

Market Purchase Shares in favor of approving the Transaction or any extension of time that BEAC has to consummate its initial business

combination and instead submit a proxy abstaining from voting thereon; and (iii) to the extent it has the right to have any of its Open

Market Purchase Shares redeemed for cash in connection with the consummation of the Transaction or any extension of time that BEAC has

to consummate its initial business combination, not exercise any such redemption rights (collectively, the “Open Market Purchase

Reduction Conditions”). To exercise the Reduction Right with respect to the Currently Owned Shares, the Subscriber must agree

to and cause its affiliates to: (A) not sell or otherwise transfer such Currently Owned Shares prior to the consummation of the Transaction;

(B) vote all of its Currently Owned Shares in favor of approving the Transaction or any extension of BEAC; and (C) to the extent it has

the right to have any of its Currently Owned Shares redeemed for cash in connection with the consummation of the Transaction or in connection

with any extension of BEAC, not exercise any such redemption rights (the “Currently Owned Shares Reduction Conditions”).

who wish to exercise their Reduction Right shall, no later than one (1) Business Day prior to the Redemption Deadline, deliver a certificate

to the BEAC, signed by Subscriber, certifying: (i) the number of Subscribed Shares for which Subscriber has elected to exercise its Reduction

Right, including the number of corresponding Open Market Purchase Shares and Currently Owned Shares, as applicable, (ii) the date such

Open Market Purchase Shares and/or Currently Owned Shares were purchased by Subscriber or its affiliates, (iii) the price per share at

which any such Open Market Purchase Shares were purchased by Subscriber or its affiliates, and (iv) that Subscriber and its affiliates

have and will comply with the Open Market Purchase Reduction Conditions and Currently Owned Shares Reduction Conditions, as applicable.

[The

remainder of this page is intentionally left blank.]

WITNESS WHEREOF, each of the undersigned has executed, or caused to be executed by its duly authorized representative, this Subscription

Agreement as of the date first set forth above.

BOLD EAGLE

ACQUISITION CORP.

By:

Name:

Eli

Baker

Title:

Chief Executive Officer

Address for Notices:

955 Fifth Avenue

New York, NY 10075

Attention: Eli Baker

[Signature Page to PIPE Subscription Agreement]

WITNESS WHEREOF, Subscriber has executed, or caused to be executed by its duly authorized representative, this Subscription Agreement

as of the date first set forth above.

Name of Subscriber:

By:

Name:

Title:

Name

in which Subscribed Shares and/or Subscribed Notes are to be registered (if different):

Subscriber’s

EIN or Social Insurance Number (if applicable):

Business

Address-Street:

City,

State, Zip Code:

Attn:

Telephone

No.:

for notices:

Number

of Subscribed Shares subscribed for:

__________________

Aggregate

Purchase Price of Subscribed Shares:

$__________________

Aggregate

Principal Amount of Subscribed Notes:

$__________________

ANNEX

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER

This

Annex A should be completed by Subscriber

and constitutes a part of the Subscription Agreement.

(a) QUALIFIED

INSTITUTIONAL BUYER STATUS (Please check the box, if applicable)

☐ Subscriber

is a “qualified institutional buyer” (as defined in Rule 144A under the Securities

Act) (a “QIB”)

☐ Subscriber

is subscribing as a fiduciary or agent for one or more investor accounts, and each owner

of such account is a QIB.

OR **

(b) ACCREDITED

INVESTOR STATUS (Please check the box)

☐ Subscriber

is an institutional “accredited investor” (within the meaning of Rule 501(a)(1),

(2), (3) or (7) of Regulation D under the Securities Act) or an entity in which all of the

equity holders are accredited investors within the meaning of Rule 501(a) under the Securities

Act, and has marked and initialed the appropriate box below indicating the provision under

which it qualifies as an “accredited investor.”

AND **

STATUS

(Please

check the applicable box) SUBSCRIBER:

☐ is:

☐ is

not:

“affiliate” (as defined in Rule 144 under the Securities Act) of BEAC or REDLattice or acting on behalf of an affiliate of

BEAC or REDLattice.

Rule

501(a), in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed

categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities

to that person. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to

Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.”

☐ Any

bank as defined in section 3(a)(2) of the Securities Act of 1933 (the “Securities

Act”), or any savings and loan association or other institution as defined in section

3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;

any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of

1934; any investment adviser registered pursuant to section 203 of the Investment Advisers

Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying

on the exemption from registering with the Commission under section 203(l) or (m) of the

Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of

the Securities Act; any investment company registered under the Investment Company Act of

1940 or a business development company as defined in section 2(a)(48) of that act; any Small

Business Investment Company licensed by the U.S. Small Business Administration under section

301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment

Company as defined in section 384A of the Consolidated Farm and Rural Development Act;

☐ Any

plan established and maintained by a state, its political subdivisions, or any agency or

instrumentality of a state or its political subdivisions for the benefit of its employees,

if such plan has total assets in excess of $5,000,000;

☐ Any

employee benefit plan within the meaning of the Employee Retirement Income Security Act of

1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21)

of such act, which is either a bank, savings and loan association, insurance company, or

registered investment adviser, or if the employee benefit plan has total assets in excess

of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons

that are accredited investors;

☐ Any

private business development company as defined in section 202(a)(22) of the Investment Advisers

Act of 1940;

☐ Any

organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts

or similar business trust, partnership, or limited liability company, not formed for the

specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

☐ Any

trust, with total assets in excess of $5,000,000, not formed for the specific purpose of

acquiring the securities offered, whose purchase is directed by a sophisticated person as

described in Rule 506(b)(2)(ii) under the Securities Act.

This

page should be completed by Subscriber and constitutes a part of

the Subscription Agreement.

ANNEX

FORM

OF INDENTURE

EX-10.2

Filename: ea030545301ex10-2.htm · Sequence: 5

Exhibit

10.2

SPONSOR

SUPPORT AGREEMENT

This

Sponsor Support Agreement (this “Agreement”) is entered into as of September 25, 2026, by and among Eagle Equity Partners

IV, LLC, a Delaware limited liability company (“Eagle”), Bold Eagle Acquisition Corp., a Cayman Islands exempted company

(“Parent”), each of the undersigned individuals, each of whom is a member of Parent’s board of directors and/or

management team (the “Management Owners,” and collectively with Eagle, the “Sponsor Parties,” and

each, a “Sponsor Party”), and REDL Intermediate Holdings, LLC, a Delaware limited liability company (the “Company”).

Each of the Sponsor Parties, Parent and the Company are sometimes referred to herein individually as a “Party” and

collectively as the “Parties.” Capitalized terms used but not defined herein shall have the respective meanings ascribed

to such terms in the Business Combination Agreement (as defined below).

RECITALS

WHEREAS,

concurrently with the execution and delivery of this Agreement, Parent, the Company, BEAC Merger Sub, LLC (“Merger Sub”),

and, solely for the purposes of Section 6.9(e) of the Business Combination Agreement (as defined below), REDL Ultimate Holdings, LP,

are entering into that certain Business Combination Agreement (as it may be amended, amended and restated, supplemented or otherwise

modified from time to time in accordance with its terms, the “Business Combination Agreement”), pursuant to which,

among other things and subject to the terms and conditions set forth therein, Parent will domesticate as a Delaware corporation and,

by virtue of the Domestication, Parent Class A Shares will be automatically converted into shares of PubCo Common Stock, and, following

the Domestication, Merger Sub will merge with and into the Company, with the Company as the surviving company and, after giving effect

to the Merger, becoming a wholly owned Subsidiary of Parent, in each case, on the terms and subject to the conditions set forth in the

Business Combination Agreement;

WHEREAS,

each Sponsor Party is the record and beneficial owner of the number and class or series (as applicable) of Equity Interests of Parent

set forth opposite such Sponsor Party’s name on Exhibit A hereto (the “Parent Ordinary Shares,” and together

with any other Equity Interests of Parent that such Sponsor Party acquires record or beneficial ownership of after the date hereof, including

in connection with the Unit Separation, Rights Conversion, Parent Class B Share Conversion and other Transactions, collectively, the

“Subject Parent Equity Interests”);

WHEREAS,

in consideration for the benefits to be received by the Sponsor Parties under the terms of the Business Combination Agreement, and as

a material inducement to the Company agreeing to enter into and consummate the transactions contemplated by the Business Combination

Agreement, each Sponsor Party agrees to enter into this Agreement and to be bound by the agreements, covenants and obligations contained

in this Agreement; and

WHEREAS,

the Parties acknowledge and agree that Parent and the Company would not have entered into and agreed to consummate the transactions contemplated

by the Business Combination Agreement without each Sponsor Party entering into this Agreement and agreeing to be bound by the agreements,

covenants and obligations contained in this Agreement.

NOW,

THEREFORE, in consideration of the premises and the mutual promises set forth herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

AGREEMENT

Agreement to Vote. During the period commencing on the date hereof and ending on the earlier of (a) the Closing, (b) such date

and time as the Business Combination Agreement shall be terminated in accordance with its terms, and (c) the liquidation of Parent prior

to the Closing (the “Restricted Period”), each Sponsor Party, in its capacity as a Parent Shareholder, hereby irrevocably

agrees, at any meeting of the Parent Shareholders duly called and convened in accordance with the Organizational Documents of Parent,

whether or not adjourned and however called, including at the Parent Shareholder Meeting or otherwise, and in any action by written consent

of the Parent Shareholders, (i) to vote, or cause to be voted, or execute and return, or cause to be executed and returned, an action

by written consent with respect to, as applicable, all of the Subject Parent Equity Interests in favor of each of the Parent Proposals

and other Transactions, in each case, to the extent the Subject Parent Equity Interests are entitled to vote thereon or consent thereto,

(ii) when such meeting is held, appear at such meeting or otherwise cause the Subject Parent Equity Interests to be counted as present

thereat for the purpose of establishing a quorum, (iii) to the fullest extent permitted under applicable Law, waive any dissenters, appraisal

or other similar rights, whether such rights are afforded by Law or Contract, in respect of the Parent Proposals and other Transactions,

(iv) to vote against, or cause to be voted against, or withhold consent, or cause consent to be withheld, with respect to, as applicable,

(A) any Alternative Proposal or Alternative Transaction or (B) any transactions that would materially impede the consummation of the

transactions contemplated by the Parent Proposals or other Transactions and (v) not to (A) act in concert with any Person to make, or

in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms

are used in the proxy solicitation rules of the U.S. Securities and Exchange Commission) or powers of attorney or similar rights to vote,

or seek to advise or influence any person with respect to the voting of, any Subject Parent Equity Interests in connection with any vote

or other action, other than to recommend that the Parent Shareholders vote in accordance with this Section 1, or (B) request that

Parent register the Transfer (book-entry or otherwise) of any certificated or uncertificated interest representing any Subject Parent

Equity Interests during the term of this Agreement without the prior written consent of the Company, in its sole discretion, other than

pursuant to a Transfer permitted by Section 5. Such Sponsor Party further agrees (x) not to take any action intended to solicit,

initiate or knowingly encourage any action or continue or engage in discussions or negotiations with, any Person (other than the Company

and its Affiliates or Representatives with respect to the Transactions) concerning, relating to or which is intended or is reasonably

likely to give rise to or result in, any Alternative Proposal, (y) if such Sponsor Party receives any inquiry or proposal regarding an

Alternative Proposal, to promptly notify the Company and Parent of such facts and circumstances and (z) to immediately cease any and

all existing discussions or negotiations with any Person (other than the Company and its Affiliates and Representatives with respect

to the Transactions) conducted prior to the date hereof or with respect to, or which is reasonably likely to give rise to or result in,

an Alternative Proposal.

Waiver of Anti-Dilution Protection. Each Sponsor Party hereby (a) waives, subject to, and conditioned upon, the occurrence of

the Closing (for himself, herself or itself and for his, her or its successors, heirs and assigns), and (b) agrees not to assert or perfect,

any rights to adjustment or other anti-dilution protections with respect to the rate that the Parent Class B Shares held by it convert

into Parent Class A Shares in connection with the Parent Class B Share Conversion. Parent hereby acknowledges and agrees to such waiver.

For the avoidance of doubt, in connection with the Parent Class B Share Conversion, the Parent Class B Shares shall convert into Parent

Class A Shares on a one-to-one basis. The waiver specified in this Section 2 shall be applicable only in connection with

the Transactions and shall be void and of no force and effect upon the end of the Restricted Period, other than the end of the Restricted

Period as a result of the Closing (in which event such waiver shall remain in full force and effect).

Sponsor Earn-Out Shares. Eagle hereby agrees that immediately prior and subject to the Merger Effective Time, 2,035,000 of the

Parent Ordinary Shares owned beneficially or of record by Eagle as of the date of this Agreement (such Parent Ordinary Shares, as (following

the Redemption, Unit Separation, Rights Conversion and Parent Class B Share Conversion) converted to shares of PubCo Common Stock in

accordance with the Business Combination Agreement, the “Sponsor Earn-Out Shares”), will become subject to the vesting

conditions, obligations and rights set forth in Section 3.3 of the Business Combination Agreement. Following the Closing, PubCo

shall place appropriate legends on the Sponsor Earn-Out Shares reflecting the vesting conditions set forth in Section 3.3 of the

Business Combination Agreement.

Transfer of Lock-Up Shares. Each Sponsor Party agrees that it shall not (a) Transfer the Parent Class B Shares (including the

Parent Class A Shares and shares of PubCo Common Stock issued upon conversion thereof pursuant to the terms of the Business Combination

Agreement) or the Parent Private Placement Shares (including the shares of PubCo Common Stock issued upon conversion thereof pursuant

to the terms of the Business Combination Agreement) owned by such Sponsor Party as of the date hereof or acquired by such Sponsor Party

after the date hereof (the “Lock-Up Shares”), (b) enter into (i) any (x) option, warrant or purchase right, (y) swap

or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Lock-Up Shares

or (z) other Contract that could, in each case (either alone or in connection with one or more events or developments (including the

satisfaction or waiver of any conditions precedent)) require such Sponsor Party to Transfer the Lock-Up Shares or (ii) any voting trust,

proxy or other Contract with respect to the voting or transfer of the Lock-Up Shares that is inconsistent with this Agreement, (c) exercise

any redemption rights with respect to any Parent Ordinary Shares held by it or (d) enter into any Contract to take, or cause to be taken,

any of the actions set forth in clauses (a) or (c), in each case, until the earlier of (A) 180 days after the Closing Date and (B) the

date following the Closing Date on which a PubCo Sale is consummated (the “Lock-Up Period”). For purposes of this

Agreement, “Transfer” means any direct or indirect sale, transfer, distribution, assignment, pledge, mortgage, exchange,

hypothecation, hedge, grant of a security interest or encumbrance in or disposition of an interest (whether with or without consideration,

whether voluntarily or involuntarily or by operation of law or otherwise); provided, however, that a direct or indirect

transfer or change in ownership of such Sponsor Party (whether by sale, issuance of equity securities, grant, hypothecation, pledge or

otherwise) shall not be deemed a “Transfer.” In the event of any change in the shares of Parent or PubCo, as the case may

be, by reason of any reclassification, recapitalization, reorganization, share split (including a reverse share split) or subdivision

or combination, exchange or readjustment of shares, or any dividend or distribution, merger or other similar change in capitalization,

the term “Lock-Up Shares” shall be deemed to refer to and include such shares as well as all such dividends and distributions

and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

Following the Closing, PubCo shall place appropriate legends on the Lock-Up Shares reflecting the restrictions set forth in this Section

4 and deliver stop transfer instructions to the Transfer Agent with respect to the Lock-Up Shares.

Notwithstanding the provisions set forth in Section 4 above, Transfers of the Lock-Up Shares by such Sponsor Party or his, her

or its permitted transferees (that have complied with this Section 5), are permitted:

(a)

to Parent’s or PubCo’s officers or directors or their respective Affiliates;

(b)

to any members, managers, officers, or directors of Eagle or their respective Affiliates;

(c)

to any Affiliates of such Sponsor Party, any shareholder, partner or member of such entity or their Affiliates, any investment fund or

other entity managing or managed by such entity or any Affiliate of such entity, or who shares a common investment advisor of such entity;

(d)

if such Sponsor Party is a natural person, (i) by gift to a member of such Sponsor Party’s immediate family or to a trust, the

beneficiary of which is a member of Sponsor Party’s immediate family, an Affiliate of such individual or to a charitable organization,

(ii) by virtue of laws of descent and distribution upon death of such Sponsor Party or (iii) pursuant to a qualified domestic relations

order;

(e)

by virtue of the laws of the Cayman Islands or Delaware, or Eagle’s Organizational Documents upon dissolution of Eagle; and

(f)

the entry, by any Sponsor Party, at any time after the Closing, of any trading plan providing for the sale of shares of PubCo Common

Stock by such Sponsor Party, which trading plan meets the requirements of Rule 10b5-l(c) under the Exchange Act, provided, however,

that such plan does not provide for, or permit, the sale of any shares of PubCo Common Stock during the Lock-Up Period and no public

announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period;

provided, however,

that in the case of clauses (a) through (e), these permitted transferees must enter into a written joinder in the form attached to Exhibit

B hereto agreeing to be bound by the transfer and other restrictions herein.

Other Agreements.

(a)

Eagle agrees that, if as of immediately prior to the Merger Effective Time, Parent Transaction Expenses exceed $20,000,000 (or such reasonable

higher cap as to be mutually agreed between Parent and the Company) (the “Expenses Cap”), Eagle shall waive the repayment

of any Indebtedness owed to Eagle or its Affiliates that would cause the Parent Transaction Expenses, in the aggregate, to exceed the

Expenses Cap.

(b)

Each Sponsor Party agrees that such Sponsor Party will be bound by and subject to Section 11.16 (Trust Account Waiver) of the

Business Combination Agreement to the same extent as such provisions apply to the Company, as if such Sponsor Party is directly party

thereto.

(c)

Each Sponsor Party understands and acknowledges that (i) Parent and the Company are entering into the Business Combination Agreement

in reliance on such Sponsor Party entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as

applicable, the agreements, covenants and obligations contained in this Agreement and (ii) but for such Sponsor Party entering into this

Agreement and agreeing to be bound by, and perform, or otherwise comply with the agreements, covenants and obligations contained in this

Agreement, neither Parent nor the Company would have entered into the Business Combination Agreement.

(d)

Each Sponsor Party agrees, while this Agreement is in effect, not to take or agree to commit to take any action that would make any representation

and warranty of such Sponsor Party set forth in Section 7 of this Agreement inaccurate in any material respect or have the effect

of preventing or restricting such Sponsor Party from performing his, her or its obligations under this Agreement.

(e)

Each Sponsor Party is a party to that certain Registration Rights Agreement, dated as of October 23, 2024, among the Sponsor Parties

and Parent (the “BEAC Registration Rights Agreement”). Each Sponsor Party that will directly hold shares of PubCo

Common Stock as of immediately following the Closing is expected to enter into a new registration rights agreement with PubCo substantially

in the form attached as Exhibit G to the Business Combination Agreement (the “New Registration Rights Agreement”).

Effective as of the Closing, and conditioned upon the execution of the New Registration Rights Agreement by PubCo and each direct holder

of Registrable Securities (as defined in the BEAC Registration Rights Agreement), each Sponsor Party, individually, hereby agrees that

(i) the New Registration Rights Agreement shall supersede the BEAC Registration Rights Agreement and (ii) such Sponsor Party shall not

have any rights pursuant to such BEAC Registration Rights Agreement.

Sponsor Parties Representations and Warranties. Each Sponsor Party (severally and not jointly) represents and warrants to the

Company and Parent, as of the date hereof, as follows:

(a)

If such Sponsor Party is an entity, such Sponsor Party is an organization duly organized or formed, as applicable, validly existing and

in good standing under the Laws of its jurisdiction of organization.

(b)

Such Sponsor Party has the requisite entity power and authority (or, if such Sponsor Party is a natural person, such Sponsor Party has

the legal capacity) to execute and deliver this Agreement, to perform his, her or its covenants, agreements and obligations hereunder

(including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business

Combination Agreement), and to consummate the transactions contemplated hereby. If such Sponsor Party is an entity, the execution and

delivery of this Agreement has been duly authorized by all necessary limited liability company (or other similar) action on the part

of such Sponsor Party. This Agreement has been duly and validly executed and delivered by such Sponsor Party and constitutes a valid,

legal and binding agreement of such Sponsor Party (assuming that this Agreement is duly authorized, executed and delivered by the other

Parties hereto), enforceable against such Sponsor Party in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization,

moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

(c)

No consent, approval or authorization of, or designation, declaration or filing with, any Authority is required on the part of such Sponsor

Party with respect to such Sponsor Party’s execution, delivery or performance (as applicable) of his, her or its covenants, agreements

or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement

that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except

for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely

affect the ability of such Sponsor Party to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations

hereunder in any material respect.

(d)

None of the execution or delivery of this Agreement by such Sponsor Party, the performance by such Sponsor Party of any of his, her or

its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and

obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions

contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) if such Sponsor Party is an

entity, result in any breach of any provision of such Sponsor Party’s Organizational Documents, (ii) result in a violation or breach

of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation

or acceleration under, any of the terms, conditions or provisions of any Contract to which such Sponsor Party is a party, (iii) violate,

or constitute a breach under, any Order or applicable Law to which such Sponsor Party or any of his, her or its properties or assets

are bound or (iv) result in the creation of any Lien upon such Sponsor Party’s Subject Parent Equity Interests, except, in the

case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of such Sponsor Party to perform, or otherwise

comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect.

(e)

Such Sponsor Party is the record and beneficial owner of the Subject Parent Equity Interests set forth opposite such Sponsor Party’s

name on Schedule A hereto and has valid, good and marketable title to such Subject Parent Equity Interests, free and clear of

all Liens (other than transfer restrictions under applicable securities Laws or under the Organizational Documents of Parent). Except

for the Subject Parent Equity Interests, such Sponsor Party does not own, beneficially or of record, any Equity Interests of Parent or,

except pursuant to the terms of the Organizational Documents of Parent or the Sponsor, have the right to acquire any Equity Interests

of Parent. Except as disclosed in writing to the Company prior to the date of this Agreement or pursuant to the terms of the Organizational

Documents of Parent or the Sponsor, no Affiliate of such Sponsor Party or Related Party to such Sponsor Party owns, beneficially or of

record, any Equity Interests of Parent or has the right to acquire any Equity Interests of Parent. Such Sponsor Party has the sole right

to vote (and provide consent in respect of, as applicable) the Subject Parent Equity Interests held by such Sponsor Party and, except

as set forth in this Agreement, the Business Combination Agreement (including the Disclosure Schedules thereto), the Organizational Documents

of Parent, and the Organizational Documents of such Sponsor Party if such Sponsor Party is an entity, such Sponsor Party is not party

to or bound by (i) any option, warrant, purchase right, or other Contract that could (either alone or in connection with one or more

events or developments (including the satisfaction or waiver of any conditions precedent)) require such Sponsor Party to Transfer any

of the Subject Parent Equity Interests held by such Sponsor Party or (ii) any voting trust, proxy or other Contract with respect to the

voting or Transfer of any of the Subject Parent Equity Interests held by such Sponsor Party in a manner inconsistent with the requirements

of this Agreement.

(f)

There is no Action pending or, to such Sponsor Party’s knowledge, threatened against or involving such Sponsor Party or any of

his, her or its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of such

Sponsor Party to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations under this Agreement

in any material respect.

(g)

Except as expressly disclosed in a Schedule 13D or Schedule 13G (or amendments thereto) filed by a Sponsor Party with the SEC with respect

to the beneficial ownership of the Subject Parent Equity Interests, such Sponsor Party is not currently (and at all times through the

Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2)

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision), including any

group acting for the purpose of acquiring, holding or disposing of equity securities of the Issuer (within the meaning of Rule 13d-5(b)(1)

under the Exchange Act).

(h)

Such Sponsor Party has not entered into any agreement or taken any action that would make any representation or warranty of such Sponsor

Party contained herein untrue or incorrect in any material respect or have the effect of preventing such Sponsor Party from performing

any of his, her or its obligations under this Agreement.

(i)

Neither such Sponsor Party nor any of his, her or its Affiliates (i) owns, directly or indirectly, any equity interests or any other

interests exercisable or convertible into any equity interests of any Person engaged in any business that is competitive with the Company

and its Subsidiaries (a “Competing Business”) or (ii) is party to any Contract to acquire any equity interests or

other interests exercisable or convertible into any equity interests of any Competing Business; provided that, for the purposes

of this Section 7(i), such equity interests or any other interests exercisable or convertible into any equity interests shall

not include any passive investment (in the ordinary course of business and not with the purpose nor with the effect of changing or influencing

the control of such Competing Business, nor in connection with or as a participant in any transaction having such purpose or effect)

of less than 5%, in the aggregate, of the outstanding shares or capital stock, as applicable, of any such Competing Business.

Company’s Representations, Warranties and Covenants. The Company represents and warrants that, except pursuant to the Organizational

Documents of the Company, it has not entered into any agreement with REDL Ultimate Holdings, LP, or any of its Affiliates that includes

transfer restrictions on the Equity Interests of the Company held by such Person that are more favorable to such Person than the transfer

restrictions set forth in Sections 4 and 5 of this Agreement, and the Company hereby agrees that it will not enter into any such

agreement, and will not amend or waive the terms of any such agreement, unless such more favorable terms are offered to the Sponsor Parties.

Termination. This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab

initio upon (a) the earlier of the (i) termination of the Lock-Up Period, (ii) termination of the Business Combination Agreement

in accordance with its terms and (iii) liquidation of Parent prior to the Closing, or (b) the mutual written agreement of each of the

Parties. 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 will have any claim against another (and no Person will 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 will not relieve any

Party hereto from liability arising in respect of any willful and material breach of, or actual fraud, in connection with, this Agreement

prior to such termination. Notwithstanding the foregoing or anything to the contrary in this Agreement, Sections 9 to 19

of this Agreement will survive the termination of this Agreement, and, if this Agreement is terminated pursuant to clause (a)(i)

above, Sections 3, 6(b) and 6(e) of this Agreement will also survive such termination. The representations and warranties

in Section 7 of this Agreement will not survive the Closing and will terminate and expire upon the occurrence of the Closing (and

there will be no liability after the Closing in respect thereof).

10.

Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and

shall be deemed to have been duly given) (a) by delivery in person, (b) by email (having obtained electronic delivery confirmation thereof

(i.e., an electronic record of the sender that the email was sent to the intended recipient thereof without an “error”

or similar message indicating that such email was not deliverable or not received by such intended recipient)), or (c) by registered

or certified mail (postage prepaid, return receipt requested) (upon receipt thereof) to the other Parties as follows:

to any Sponsor Party, to:

c/o

Eagle Equity Partners IV, LLC

955

Fifth Avenue

New

York, NY 10075

Attn:

Email:

with

a copy (which shall not constitute notice) to:

White &

Case LLP

1221 Avenue of the Americas

New York, New York 10020

Attn:

Email:

to Parent (prior to the Closing), to:

Bold

Eagle Acquisition Corp.

955

Fifth Avenue

New

York, NY 10075

Attn:

Email:

with

a copy (which shall not constitute notice) to:

White &

Case LLP

1221 Avenue of the Americas

New York, New York 10020

Attn:

Email:

to the Company or PubCo (after the Closing), to:

REDL Intermediate Holdings, LLC

c/o

AE Industrial Partners, LP

6700 Broken Sound Parkway NW

Boca Raton, FL 33487

Attn:

Email:

with

copies (which shall not constitute notice) to:

Kirkland & Ellis LLP

830

Brickell Plaza

Miami, FL 33131

Attn:

Email:

and:

Kirkland &

Ellis LLP

333

West Wolf Point Plaza

Chicago,

Illinois 60654

Attn:

Email:

to such other address as the Party to whom notice is given may have furnished following the date of this Agreement and prior to such

notice to others in writing in the manner set forth above.

11.

Entire Agreement. This Agreement, the Business Combination Agreement and documents referred to herein and therein constitute the

entire agreement of the Parties with respect to the subject matter of this Agreement, and supersede all prior agreements and undertakings,

both written and oral, among the Parties with respect to the subject matter of this Agreement, except as otherwise expressly provided

in this Agreement. For the avoidance of doubt, each of the Sponsor Parties and Parent agrees that this Agreement supersedes and terminates

that certain Letter Agreement, dated as of October 23, 2024, by and among each of the Sponsor Parties and Parent (the “Insider

Letter”); provided that if this Agreement is terminated pursuant to its terms prior to the Closing, the Insider Letter

shall, from the date of such termination of this Agreement, continue in full force and effect in accordance with its terms.

12.

Amendments and Waivers; Assignment. Any provision of this Agreement may be amended or waived if, and only if, such amendment or

waiver is in writing and signed by each Party. Notwithstanding the foregoing, no failure or delay by any Party in exercising any right

hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of

any other right hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assignable by any

Party without the other Party’s prior written consent (to be withheld or given in his, her or its sole discretion), except with

respect to a Transfer completed in accordance with the terms of this Agreement. Any attempted assignment of this Agreement not in accordance

with the terms of this Section 12 shall be void.

13.

Mutual Drafting. This Agreement is the joint product of the Parties and each provision hereof has been subject to the mutual consultation,

negotiation and agreement of the Parties and shall not be construed for or against any Party.

14.

Fees and Expenses. Without limiting the rights under the Business Combination Agreement, all fees and expenses incurred in connection

with this Agreement and the transactions contemplated hereby, including the fees and disbursements of counsel, financial advisors and

accountants, shall be paid by the Party incurring such fees or expenses.

15.

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 any Party does not perform his, her or its respective obligations under

the provisions of this Agreement in accordance with their respective specific terms or otherwise breaches such provisions. It is accordingly

agreed that each Party shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent

breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond

or undertaking and without proof of damages and in addition to any other remedy to which the same is entitled at law or in equity. Each

Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available

pursuant to the terms of this Agreement on the basis that the other Parties have an adequate remedy at law or an award of specific performance

is not an appropriate remedy for any reason at law or equity.

16.

No Third-Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and

permitted assigns (which will, for the avoidance of doubt, include any successor to Parent, including PubCo, which successor will be

bound by all obligations and entitled to enforce all rights of Parent under this Agreement) and is not intended, nor shall it be construed,

to give any Person, other than the Parties and their respective successors and permitted assigns, any legal or equitable right, benefit

or remedy of any nature whatsoever by reason of this Agreement. Nothing in this Agreement, expressed or implied, is intended to or will

constitute the Parties, partners or participants in a joint venture.

17.

Construction; Miscellaneous. Sections 1.3(a)-(f) and (h) (Construction), 11.7 (Governing Law), 11.8 (Waiver of

Jury Trial), 11.9 (Submission to Jurisdiction), 11.10 (Counterparts; Electronic Signatures), 11.12 (Severability),

and 11.17 (Non-Survival of Representations and Warranties) of the Business Combination Agreement are incorporated herein by reference

and shall apply to this Agreement, mutatis mutandis.

18.

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company, Parent, or any of its respective

Affiliates or Related Parties any direct or indirect ownership or incidence of ownership of or with respect to any Subject Parent Equity

Interests.

19.

Certificates. Promptly following the date of this Agreement, Parent shall advise the Transfer Agent in writing that the Subject

Parent Equity Interests are subject to the restrictions set forth herein and, in connection therewith, provide the Transfer Agent in

writing with such information as is reasonable to ensure compliance with such restrictions.

[Signature

pages follow]

WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

EAGLE:

Eagle

Equity Partners IV, LLC

By:

/s/

Eli Baker

Name:

Eli Baker

Title:

Managing Member

MANAGEMENT

OWNERS:

/s/

Harry E. Sloan

/s/

Eli Baker

/s/

Jeff Sagansky

/s/

Ryan O’Connor

/s/

Diarmuid Cummins

/s/

Amy Gershkoff Bolles

Amy Gershkoff

Bolles

/s/

Jason Park

/s/

Anna Marie Wagner

/s/

Simon Watson

[Signature

Page to Sponsor Support Agreement]

PARENT:

Bold

Eagle Acquisition Corp.

By:

/s/

Eli Baker

Name:

Eli Baker

Title:

Chief Executive Officer

[Signature

Page to Sponsor Support Agreement]

COMPANY:

REDL

Intermediate Holdings, LLC

By:

/s/

Andrew G. Boyd

Name:

Andrew

G. Boyd

Title:

Chief

Executive Officer

[Signature

Page to Sponsor Support Agreement]

EXHIBIT

Form

of Joinder

[DATE]

Reference

is made to that certain Sponsor Support Agreement, dated as of [●], 2026 (the “Agreement”), by and among Bold

Eagle Acquisition Corp., a Cayman Islands exempted company (“Parent”), REDL Intermediate Holdings, LLC, a Delaware

limited liability company (the “Company”), and each of the Sponsor Parties identified therein. Capitalized terms used

and not otherwise defined herein shall have the respective meanings given to such terms in the Agreement.

executing this joinder, the undersigned (the “Transferee”) hereby agrees to be bound by the terms and provisions of

the Agreement as a Sponsor Party to the same effect as the Person that transferred Subject Parent Equity Interests to the Transferee

and, from and after the date hereof, the Transferee shall have the rights and obligations of a Sponsor Party under the Agreement.

For

the purposes of clarity, it is expressly understood and agreed that each provision contained herein and in the Agreement is among the

Company, Parent and the Transferee solely, and not among the Transferee and any of the other Sponsor Parties.

[●]

EX-10.3 — FORM OF LOCK-UP AGREEMENT

EX-10.3

Filename: ea030545301ex10-3.htm · Sequence: 6

Exhibit 10.3

LOCK-UP AGREEMENT

This Lock-Up Agreement (this

“Agreement”) is entered into as of [●], 2026, by and among REDL Incorporated, a Delaware corporation (formerly

known as Bold Eagle Acquisition Corp., “Parent” prior to the Closing and “PubCo” after the Closing),

REDL Intermediate Holdings, LLC, a Delaware limited liability company (the “Company”), and REDL Ultimate Holdings,

LP, a Delaware limited partnership (“Security Holder”). Each of Parent, the Company and Security Holder are sometimes

referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms

used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined

below).

RECITALS

WHEREAS, on September 25,

2026, Parent, the Company, BEAC Merger Sub, LLC (“Merger Sub”), and, solely for the purposes of Section 6.9(e) of the Business Combination

Agreement (as defined below), REDL Ultimate Holdings, LP, entered into that certain Business Combination Agreement

(as it may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business

Combination Agreement”), pursuant to which, among other things and subject to the terms and conditions set forth therein, at

the Closing, Merger Sub will merge with and into the Company, with the Company as the surviving company and, after giving effect to the

Merger, becoming a wholly owned Subsidiary of Parent, and Company Class A-1 Units will be automatically converted into shares of PubCo

Common Stock and Company Class A-2 Units will be automatically converted into restricted shares of PubCo Common Stock, in each case, on

the terms and subject to the conditions set forth in the Business Combination Agreement and any applicable Additional Agreement;

WHEREAS, Security Holder

is the record and beneficial owner of the number and class or series (as applicable) of Equity Interests of the Company set forth on Schedule

A hereto (together with any other Equity Interests of the Company that Security Holder acquires record or beneficial ownership of

after the date hereof, including in connection with the Company Recapitalization, collectively, the “Subject Company Equity Interests”);

WHEREAS, in consideration

for the benefits to be received by Security Holder under the terms of the Business Combination Agreement, and as a material inducement

to Parent and the Merger Sub agreeing to enter into and consummate the transactions contemplated by the Business Combination Agreement,

Security Holder agrees to enter into this Agreement and to be bound by the agreements, covenants and obligations contained in this Agreement;

and

WHEREAS, the Parties

acknowledge and agree that Parent and the Merger Sub would not have entered into and agreed to consummate the transactions contemplated

by the Business Combination Agreement without Security Holder entering into this Agreement and agreeing to be bound by the agreements,

covenants and obligations contained in this Agreement.

NOW, THEREFORE, in

consideration of the premises and the mutual promises set forth herein, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

AGREEMENT

1. Security

Holder agrees that it shall not (a) Transfer any shares of PubCo Common Stock that it will be issued upon conversion of Security Holder’s

Company Class A-1 Units in connection with the Merger and pursuant to Section 3.1 of the Business Combination Agreement or any shares

of PubCo Common Stock that Security Holder acquires following the Closing (the “Lock-Up Shares”), (b) except as contemplated

by the Business Combination Agreement or in connection with the Transactions, enter into (i) any (x) option, warrant or purchase right,

(y) swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Lock-Up

Shares or (z) other Contract that could, in each case (either alone or in connection with one or more events or developments (including

the satisfaction or waiver of any conditions precedent)) require Security Holder to Transfer the Lock-Up Shares or (ii) any voting trust,

proxy or other Contract with respect to the voting or transfer of the Lock-Up Shares that is inconsistent with this Agreement or (c) enter

into any Contract to take, or cause to be taken, any of the actions set forth in clauses (a) or (b), in each case, until the earlier of

(A) 180 days after the Closing Date and (B) the date following the Closing Date on which a PubCo Sale is consummated (the “Lock-Up

Period”). For purposes of this Agreement, “Transfer” means any direct or indirect sale, transfer, distribution,

assignment, pledge, mortgage, exchange, hypothecation, hedge, grant of a security interest or encumbrance in or disposition of an interest

or establishment or increase of a put equivalent position or liquidation or decrease of a call equivalent position within the meaning

of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (whether with or without

consideration, whether voluntarily or involuntarily or by operation of law or otherwise); provided, however, that a direct

or indirect transfer or change in ownership of Security Holder (whether by sale, issuance of equity securities, grant, hypothecation,

pledge or otherwise) shall not be deemed a “Transfer.” In the event of any change in the shares of the Company or PubCo, as

the case may be, by reason of any reclassification, recapitalization, reorganization, share split (including a reverse share split) or

subdivision or combination, exchange or readjustment of shares, or any dividend or distribution, merger or other similar change in capitalization,

the term “Lock-Up Shares” shall be deemed to refer to and include such shares as well as all such dividends and distributions

and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

Following the Closing, PubCo shall place appropriate legends on the Lock-Up Shares reflecting the restrictions set forth in this Section

1 and deliver stop transfer instructions to the Transfer Agent with respect to the Lock-Up Shares.

2. Notwithstanding

the provisions set forth in Section 1 above, Transfers of the Lock-Up Shares by Security Holder or its permitted transferees (that

have complied with this Section 1), are permitted:

(a) to

the Company’s or PubCo’s officers or directors or their respective Affiliates;

(b) to

any limited partners of Security Holder or their respective Affiliates;

any Affiliates of Security Holder, any shareholder, partner or member of such entity or their Affiliates, any investment fund or other

entity managing or managed by such entity or any Affiliate of such entity, or who shares a common investment advisor of such entity;

(d) if

the permitted transferee of Security Holder is a natural person, (i) by gift to a member of such transferee’s immediate family or

to a trust, the beneficiary of which is a member of such transferee’s immediate family, an Affiliate of such individual or to a

charitable organization, (ii) by virtue of laws of descent and distribution upon death of such transferee or (iii) pursuant to a qualified

domestic relations order;

(e) by

virtue of the laws of Delaware or Security Holder’s Organizational Documents upon dissolution of Security Holder; and

(f) the

entry, by the Security Holder, at any time after the Closing, of any trading plan providing for the sale of shares of PubCo Common Stock

by Security Holder, which trading plan meets the requirements of Rule 10b5-l(c) under the Exchange Act, provided, however,

that such plan does not provide for, or permit, the sale of any shares of PubCo Common Stock during the Lock-Up Period and no public announcement

or filing is voluntarily made or required regarding such plan during the Lock-Up Period;

provided, however,

that in the case of clauses (a) through (e), these permitted transferees must enter into a written joinder in the form attached to Exhibit

B hereto agreeing to be bound by the transfer and other restrictions herein.

3. Termination.

This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon (a) the

termination of the Lock-Up Period or (b) the mutual written agreement of each of the Parties. 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 will have any claim against another

(and no Person will 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 will not relieve any Party hereto from liability arising

in respect of any willful and material breach of, or actual fraud, in connection with, this Agreement prior to such termination. Notwithstanding

the foregoing or anything to the contrary in this Agreement, Sections 3 to Section 9 of this Agreement will survive the

termination of this Agreement.

4. Notices.

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed

to have been duly given) (a) by delivery in person, (b) by e-mail (having obtained electronic delivery confirmation thereof (i.e.,

an electronic record of the sender that the email was sent to the intended recipient thereof without an “error” or similar

message indicating that such email was not deliverable or not received by such intended recipient)), or (c) by registered or certified

mail (postage prepaid, return receipt requested) (upon receipt thereof) to the other Parties as follows:

If to Parent, to:

REDLattice Incorporated

955 Fifth Avenue

New York, NY 10075

Attn:

E-mail:

with a copy (which shall not constitute

notice) to:

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

Attn:

Email:

If to Security Holder, the Company or

PubCo, to:

c/o AE Industrial Partners, LP

6700 Broken Sound Parkway NW

Boca Raton, FL 33487

Attn:

Email:

with copies (which shall

not constitute notice) to:

Kirkland & Ellis LLP

830 Brickell Plaza

Miami, FL 33131

Attn:

Email:

and:

Kirkland & Ellis LLP

333 West Wolf Point Plaza

Chicago, Illinois 60654

Attn:

Email:

or to such other address as the Party to whom

notice is given may have furnished following the date of this Agreement and prior to such notice to others in writing in the manner set

forth above.

5. Entire

Agreement. This Agreement, the Business Combination Agreement and documents referred to herein and therein constitute the entire agreement

of the Parties with respect to the subject matter of this Agreement, and supersede all prior agreements and undertakings, both written

and oral, among the Parties with respect to the subject matter of this Agreement, except as otherwise expressly provided in this Agreement.

6. Amendments

and Waivers; Assignment. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in

writing and signed by each Party and provided that the Company shall concurrently amend or waive the corresponding terms of that certain

Sponsor Support Agreement dated as of September 25, 2026 by and between the Company and each of the parties thereto. Notwithstanding the foregoing,

no failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise

thereof preclude any other or further exercise of any other right hereunder. Neither this Agreement nor any of the rights, interests or

obligations hereunder shall be assignable by any Party without the other Party’s prior written consent (to be withheld or given

in its sole discretion), except with respect to a Transfer completed in accordance with the terms of this Agreement. Any attempted assignment

of this Agreement not in accordance with the terms of this Section 6 shall be void.

7. Mutual

Drafting. This Agreement is the joint product of the Parties and each provision hereof has been subject to the mutual consultation,

negotiation and agreement of the Parties and shall not be construed for or against any Party.

8. Fees

and Expenses. Without limiting the rights under the Business Combination Agreement, all fees and expenses incurred in connection with

this Agreement and the transactions contemplated hereby, including the fees and disbursements of counsel, financial advisors and accountants,

shall be paid by the Party incurring such fees or expenses.

9. Remedies.

Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive of

any other remedy conferred hereby, or by law or equity, upon such Party, and the exercise by a Party of any one remedy will not preclude

the exercise of any other remedy. The Parties agree that irreparable damage for which monetary damages, even if available, would not be

an adequate remedy, would occur in the event that any Party does not perform his, her or its respective obligations under the provisions

of this Agreement in accordance with their respective specific terms or otherwise breaches such provisions. It is accordingly agreed that

each Party shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this

Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond or undertaking

and without proof of damages and in addition to any other remedy to which the same is entitled at law or in equity. Each Party agrees

that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant

to the terms of this Agreement on the basis that the other Parties have an adequate remedy at law or an award of specific performance

is not an appropriate remedy for any reason at law or equity.

10. No

Third-Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and permitted

assigns (which will, for the avoidance of doubt, include any successor to Parent, including PubCo, which successor will be bound by all

obligations and entitled to enforce all rights of Parent under this Agreement) and is not intended, nor shall it be construed, to give

any Person, other than the Parties and their respective successors and permitted assigns, any legal or equitable right, benefit or remedy

of any nature whatsoever by reason of this Agreement. Nothing in this Agreement, expressed or implied, is intended to or will constitute

the Parties, partners or participants in a joint venture.

11. Construction;

Miscellaneous. Sections 1.3(a)-(f) and (h) (Construction), 11.7 (Governing Law), 11.8 (Waiver of Jury Trial),

11.9 (Submission to Jurisdiction), 11.10 (Counterparts; Electronic Signatures), 11.12 (Severability), and 11.17 (Non-Survival

of Representations and Warranties) of the Business Combination Agreement are incorporated herein by reference and shall apply to this

Agreement, mutatis mutandis.

12. No

Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company, PubCo, or any of its respective Affiliates

or Related Parties any direct or indirect ownership or incidence of ownership of or with respect to any Subject Company Equity Interests.

13. Certificates.

Promptly following the date of this Agreement, PubCo shall advise the Transfer Agent in writing that the Subject Company Equity Interests

are subject to the restrictions set forth herein and, in connection therewith, provide the Transfer Agent in writing with such information

as is reasonable to ensure compliance with such restrictions.

[Signature pages follow]

IN WITNESS WHEREOF, the Parties

have executed and delivered this Agreement as of the date first above written.

Parent:

REDLattice incorporated

By:

Name:

[●]

Title:

[●]

Signature Page to Lock-Up Agreement

COMPANY:

REDL Intermediate Holdings, LLC

By:

Name:

[●]

Title:

[●]

SECURITY HOLDER:

REDL ultimate holdings, lp

By:

Name:

[●]

Title:

[●]

Signature Page to Lock-Up Agreement

EXHIBIT B

Form of Joinder

[DATE]

Reference is made to that

certain Lock-Up Agreement, dated as of [●], 2026 (the “Agreement”), by and among REDLattice Incorporated, a Delaware

corporation (formerly known as Bold Eagle Acquisition Corp., “Parent” prior to the Closing and “PubCo”

after the Closing), REDL Intermediate Holdings, LLC, a Delaware limited liability company (the “Company”), and REDL

Ultimate Holdings, LP, a Delaware limited partnership (“Security Holder”). Capitalized terms used and not otherwise

defined herein shall have the respective meanings given to such terms in the Agreement.

By executing this joinder,

the undersigned (the “Transferee”) hereby agrees to be bound by the terms and provisions of the Agreement applicable

to Security Holder to the same effect as the Person that transferred Subject Company Equity Interests to the Transferee and, from and

after the date hereof, the Transferee shall have the rights and obligations applicable to Security Holder under the Agreement.

For the purposes of clarity,

it is expressly understood and agreed that each provision contained herein and in the Agreement is among the Company, Parent and the Transferee

solely, and not between the Transferee and Security Holder.

[●]

EX-10.4 — FORM OF REGISTRATION RIGHTS AGREEMENT

EX-10.4

Filename: ea030545301ex10-4.htm · Sequence: 7

Exhibit 10.4

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement

(as it may be amended, supplemented or restated from time to time in accordance with the terms hereof, this “Agreement”),

dated as of [●], 2026, is made and entered into by and among REDLattice Incorporated, a Delaware corporation (formerly known as

Bold Eagle Acquisition Corp., the “Company”), REDL Ultimate Holdings, LP, a Delaware limited partnership (“Ultimate

Holdings”), Eagle Equity Partners IV, LLC, a Delaware limited liability company (the “Sponsor”),

and the undersigned parties listed under “Holder” on the signature page hereto (each such party, Ultimate Holdings, the Sponsor

and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder”

and collectively the “Holders”). Except as otherwise stated, capitalized terms used but not otherwise defined

herein shall have the meanings provided in the Business Combination Agreement (as defined below).

RECITALS

WHEREAS, the Company,

BEAC Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, and REDL Intermediate Holdings,

LLC, a Delaware limited liability company, and, solely for the purposes of Section 6.9(e) thereof, Ultimate Holdings, entered into that

certain Business Combination Agreement, dated as of September 25, 2026 (the “Business Combination Agreement”),

pursuant to which the parties to the Business Combination Agreement undertook the transactions described therein (the “Business

Combination”);

WHEREAS, as of the date hereof, as a result

of the closing of the Business Combination (the “Closing”), the Holders own shares of the Company’s common

stock, par value $0.0001 per share (the “Common Stock”);

WHEREAS, the Company,

the Sponsor, each person who was an officer and/or director of the Company prior to the consummation of the Business Combination (the

“SPAC Insiders”), and REDL Intermediate Holdings, LLC are parties to that certain Sponsor Support Agreement,

dated as of September 25, 2026 (the “Sponsor Support Agreement”);

WHEREAS, the Company,

the Sponsor, and the SPAC Insiders are each parties to that certain Registration Rights Agreement, dated as of October 23, 2024 (the “BEAC

Registration Rights Agreement”);

WHEREAS, each party

to the BEAC Registration Rights Agreement that holds Registrable Securities (as such term is defined in the BEAC Registration Rights Agreement)

as of immediately following the Closing is a party to this Agreement;

WHEREAS, pursuant to

the Sponsor Support Agreement, effective as of the Closing and conditioned upon the execution of this Agreement by the Company and each

holder of Registrable Securities (as such term is defined in the BEAC Registration Rights Agreement), the Sponsor and SPAC Insiders have

agreed that (i) this Agreement will supersede the BEAC Registration Rights Agreement and (ii) any rights pursuant to the BEAC Registration

Rights Agreement will be terminated; and

WHEREAS, in connection

with the Business Combination, the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders

certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

NOW, THEREFORE, in consideration

of the mutual representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article I

DEFINITIONS

1.1 Definitions.

The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure”

means any public disclosure of material non-public information, which disclosure, in the good faith judgment of (x) either the Chief Executive

Officer or Chief Financial Officer or (y) the Board of the Company, after consultation with counsel to the Company, (i) would be required

to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain

any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case

of any Prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made

at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, and (iii) the Company

has a bona fide business purpose for not making such information public.

“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. “Affiliate” shall also include, with respect to any individual

natural Person, a trust for the benefit of such Person or of which such Person is a trustee. As used in this definition, “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. Without limiting the foregoing, a Person (the “Controlled

Person”) shall be deemed Controlled by any other Person (a) who Beneficially Owns securities entitling such Person to cast

50% or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (b) who is entitled to

be allocated or receive 50% or more of the profits, losses, or distributions of the Controlled Person. For the avoidance of doubt, for

purposes of this Agreement, the Company, on the one hand, and the Holders, on the other hand, shall not be considered Affiliates.

“Agreement”

has the meaning given in the Preamble hereto.

“Beneficially Owns”

has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

“Block Trade”

has the meaning given in Section 2.3.1.

“Board”

means the board of directors of the Company.

“Business Combination”

has the meaning given in the Recitals hereto.

“Business Combination

Agreement” has the meaning given in the Recitals hereto.

“Commission”

means the Securities and Exchange Commission.

“Common Stock”

has the meaning given in the Recitals hereto.

“Company”

has the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation, spin-off,

reorganization or similar transaction.

“Demanding Holder”

has the meaning given in Section 2.1.4.

“Effectiveness Period”

has the meaning given in Section 3.1.1.

“Exchange Act”

means the Securities Exchange Act of 1934, as it may be amended from time to time.

“Holder Indemnified

Persons” has the meaning given in Section 4.1.

“Holder Information”

has the meaning given in Section 4.2.

“Holders”

has the meaning given in the Preamble hereto, for so long as such Person holds any Registrable Securities.

“In-Kind Distribution”

has the meaning given in Section 5.12.

“Key Holder”

means each of Ultimate Holdings and the Sponsor.

“Maximum Number

of Securities” has the meaning given in Section 2.1.5.

“Minimum Takedown

Threshold” has the meaning given in Section 2.1.4.

“Misstatement”

means an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement

or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light

of the circumstances under which they were made) not misleading.

“New Registration

Statement” has the meaning given in Section 2.1.1.

“Other Coordinated

Offering” has the meaning given in Section 2.3.1.

“Permitted Transferee”

has the meaning given in Section 5.2.2.

“Person”

means an individual, a corporation, a partnership, limited liability entity, an association, a trust or any other entity or organization,

including a government, a political subdivision or an agency or instrumentality thereof.

“Piggyback Registration”

has the meaning given in Section 2.2.1.

“Pro Rata”

has the meaning given in Section 2.1.5.

“Prospectus”

means the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any

and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security”

means (a) any shares of Common Stock (including any shares of Common Stock subject to vesting, earnout or other restrictions) or any other

equity security (including the shares of Common Stock issued or issuable upon the exercise or settlement of any other security or equity

award) of the Company held by a Holder from time to time and (b) any other equity security of the Company issued or issuable with respect

to any Registrable Security by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation,

spin-off, reorganization or similar transaction held by a Holder from time to time; provided, however, that, as to any particular

Registrable Securities, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a Registration Statement

with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold,

transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable Holder; (B) such securities shall

have ceased to be outstanding; or (C) such securities have been (x) repurchased by or forfeited to the Company or a subsidiary of the

Company, (y) sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction, including

pursuant to Rule 144, or (z) otherwise transferred to a Person who is not entitled to the registration and other rights hereunder, with

new certificates not bearing a legend restricting further transfer, and subsequent public distribution of such securities shall not require

registration under the Securities Act.

“Registration”

means a registration, including any related Underwritten Shelf Takedown, effected by preparing and filing a Registration Statement, Prospectus

or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,

and such Registration Statement becoming effective.

“Registration Expenses”

means the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all

registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority,

Inc. and any national securities exchange on which the Common Stock is then listed);

(B) fees

and expenses of compliance with securities or blue sky laws (including fees and disbursements of outside counsel for the Underwriters

in connection with blue sky qualifications of Registrable Securities);

messenger, telephone and delivery expenses;

(D) fees

and disbursements of counsel for the Company;

(E) fees

and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration

(including the expenses or costs associated with any annual, quarterly or special audit required and the delivery of any opinions or comfort

letters expenses of any annual audit or quarterly review);

(F) reasonable

fees and expenses of one (1) legal counsel (and any relevant local or foreign counsel, if applicable) selected jointly by the majority-in-interest

of Registrable Securities held by the Demanding Holders initiating an Underwritten Offering, the Requesting Holders participating in an

Underwritten Offering and the Holders participating in a Piggyback Registration, as applicable;

(G) all

expenses related to any “road show”; and

(H) the

expense of any Securities Act liability insurance or similar insurance, solely to the extent if purchased by the Company in its discretion.

“Registration Statement”

means any registration statement under the Securities Act that covers the Registrable Securities pursuant to the provisions of this Agreement,

including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to

such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holders”

has the meaning given in Section 2.1.4.

“Rule 144”

means Rule 144 promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto that may be promulgated

by the Commission.

“SEC Guidance”

has the meaning given in Section 2.1.1.

“Securities Act”

means the Securities Act of 1933, as amended from time to time.

“Shelf”

means a Shelf Registration on Form S-1, a Shelf Registration on Form S-3 or any Subsequent Shelf Registration, as the case may be.

“Shelf Registration”

means a Registration of Registrable Securities pursuant to a Registration Statement filed with the Commission in accordance with and pursuant

to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“Shelf Takedown

Request” has the meaning given in Section 2.1.4.

“Sponsor”

has the meaning given in the Preamble hereto.

“Sponsor Party”

means the Sponsor and its Permitted Transferees and Talon Investment Partners LLC and its Permitted Transferees.

“Sponsor Representative”

means [●].

“Subsequent Shelf

Registration” has the meaning given in Section 2.1.2.

“Transfer”

means any direct or indirect sale, transfer, distribution, assignment, pledge, mortgage, exchange, hypothecation, hedge, grant of a security

interest or encumbrance in or disposition of an interest or establishment or increase of a put equivalent position or liquidation or decrease

of a call equivalent position within the meaning of Section 16 of the Exchange Act (whether with or without consideration,

whether voluntarily or involuntarily or by operation of law or otherwise).

“Transfer Agent”

means the transfer agent and registrar for the Common Stock appointed by the Company from time to time.

“Ultimate Holdings”

has the meaning given in the Preamble hereto.

“Ultimate Holdings

Representative” means [●].

“Underwriter”

means a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering or as broker, placement agent

or sales agent pursuant to a Registration and not as part of such dealer’s market-making activities.

“Underwritten Offering”

means a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution

to the public, including by way of a Block Trade.

“Underwritten Shelf

Takedown” shall have the meaning given in Section 2.1.4.

“Withdrawal Notice”

has the meaning given in Section 2.1.6.

Article II

REGISTRATIONS AND OFFERINGS

2.1 Registration.

2.1.1 Shelf

Registration. The Company shall, as promptly as reasonably practicable, but in no event later than thirty (30) calendar days from

the date of this Agreement, use its commercially reasonable efforts to file (at the Company’s sole cost and expense) a Registration

Statement for a Shelf Registration covering the resale of all Registrable Securities (determined as of two (2) business days prior to

such filing) on a delayed or continuous basis, and shall use its commercially reasonable efforts to cause such Registration Statement

to become effective under the Securities Act as soon as reasonably practicable after the filing thereof, but no later than the earlier

of (i) sixty (60) calendar days (or one-hundred twenty (120) calendar days if the SEC notifies the Company that it will “review”

the Registration Statement) after the filing thereof and (ii) five (5) business days after the Company is notified (orally or in writing,

whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further

review. Such Shelf Registration shall provide for the resale of the Registrable Securities included therein pursuant to any method or

combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf in accordance

with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements

as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the Securities

Act until such time as there are no longer any Registrable Securities. Subject to the limitations contained in this Agreement, the Company

shall effect any Shelf Registration on such appropriate registration form of the Commission (a) as shall be selected by the Company and

(b) as shall permit the resale or other disposition of the Registrable Securities by the Holders. In the event the Company files a Shelf

Registration on Form S-1, the Company shall use its commercially reasonable efforts to convert the Shelf Registration on Form S-1 (and

any Subsequent Shelf Registration) to a Shelf Registration on Form S-3 as soon as practicable after the Company is eligible to use Form

S-3. Notwithstanding the obligations set forth in this Section 2.1.1, in the event the Commission informs the Company that all

of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on

a single Registration Statement, the Company agrees to promptly (x) inform each of the Holders thereof and use its commercially reasonable

efforts to file amendments to the Shelf as required by the Commission and/or (y) withdraw the Shelf and file a new registration statement

(a “New Registration Statement”) on Form S-3, or if Form S-3 is not then available to the Company for such registration

statement, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however,

that prior to filing such amendment or New Registration Statement, the Company shall use its commercially reasonable efforts to advocate

with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral

guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”). Notwithstanding any

other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be

registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts

to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed

in writing by a Holder as to further limit its Registrable Securities to be included on the Registration Statement, the number of Registrable

Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of Registrable

Securities held by the Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number

of Registrable Securities held by such Holders. In the event the Company amends the Shelf or files a New Registration Statement, as the

case may be, under clauses (x) or (y) above, the Company will use its commercially reasonable efforts to file with the Commission, as

promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration

Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale

on the Shelf, as amended, or the New Registration Statement.

2.1.2 Subsequent

Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities

are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is

reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable

efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable

efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any

order suspending the effectiveness of such Shelf or file an additional Registration Statement as a Shelf Registration (a “Subsequent

Shelf Registration”) registering the resale of all Registrable Securities from time to time (determined as of two (2) business

days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named

therein. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent

Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it

being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgated

under the Securities Act) if the Company is a “well-known seasoned issuer” (as defined in Rule 405 promulgated under the Securities

Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration continuously effective,

available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the

provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration

shall be a Shelf Registration on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf

Registration shall be on another appropriate form. The Company’s obligation under this Section 2.1.2 shall, for the avoidance

of doubt, be subject to Section 3.4.

2.1.3 Additional

Registrable Securities. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed

or continuous basis, the Company, upon written request by such Holder, shall use its commercially reasonable efforts to promptly cause

the resale of such Registrable Securities to be covered, at the Company’s option, by any then available Registration Statement (including

by means of a prospectus supplement or post-effective amendment) or by filing a Subsequent Shelf Registration (and cause the same to become

effective as soon as practicable after such filing) and such Registration Statement or Subsequent Shelf Registration shall be subject

to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to

be so covered twice per calendar year for the Holders in the aggregate.

2.1.4 Requests

for Underwritten Shelf Takedowns. At any time and from time to time when an effective Shelf is on file with the Commission, subject

to the provisions of Section 2.1.5 and Section 3.4, a Key Holder or a group of Key Holders (such Key Holder or group of

Key Holders being in such case, a “Demanding Holder”) may make a written request (a “Shelf Takedown

Request”) to sell all or any portion of its, his, hers or their Registrable Securities in an Underwritten Offering that

is registered pursuant to a Shelf in accordance with Section 2.1.1 (each, an “Underwritten Shelf Takedown”);

provided, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable

Securities proposed to be sold by the Demanding Holder representing total gross offering proceeds reasonably expected to exceed, in the

aggregate (and taking into account all Registrable Securities of other Persons that will be included in such Underwritten Shelf Takedown), ten million dollars ($10,000,000) (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf

Takedowns shall be made by giving written notice to the Company at least ten (10) business days prior to the public announcement of such

Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten

Shelf Takedown. The Company shall, within two (2) business days of receiving a Shelf Takedown Request, notify, in writing, all other Holders

of such Shelf Takedown Request, and each Holder who thereafter requests to include all or a portion of such Holder’s Registrable

Securities in such Underwritten Shelf Takedown (the “Requesting Holders”) shall so notify the Company, in writing,

within five (5) business days (one (1) business day if such offering is an overnight or bought Underwritten Offering) of receiving such

notice. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled

to have their Registrable Securities included in such Underwritten Shelf Takedown pursuant to such Shelf Takedown Request. In such event,

the right of any Holder to sell Registrable Securities pursuant to this Section 2.1.4 shall be conditioned upon such Holder’s

participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided

herein. Notwithstanding the foregoing, (i) the Company is not obligated to effect more than one (1) Underwritten Shelf Takedown within

ninety (90) calendar days after the closing of an Underwritten Offering (other than a Block Trade or Other Coordinated Offering), provided

that the Holders participating in the proposed Underwritten Shelf Takedown are not subject to a market stand-off or similar prohibition

or limitation in effect as a result of such Underwritten Offering separately entered into by such Holders and the Company and (ii) the

Sponsor shall be entitled to initiate a total of two (2) Underwritten Shelf Takedowns pursuant to this Agreement. The Demanding Holder

or Requesting Holder with the greatest number of Registrable Securities included in an Underwritten Shelf Takedown shall have the right

to select any managing underwriter(s) (which shall consist of one or more reputable nationally recognized investment banks) in connection

with such Underwritten Shelf Takedown; provided, that such selection shall be subject to the consent of the Company, which consent

shall not be unreasonably withheld, conditioned or delayed and the Company shall have no responsibility for engaging any underwriter(s)

for an Underwritten Shelf Takedown. For the avoidance of doubt, the provisions of this Section 2.1.4 shall not apply to a Piggyback

Registration conducted in accordance with Section 2.2.1 or Block Trades or Other Coordinated Offerings conducted in accordance

with Section 2.3.

2.1.5 Reduction

of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises or

advise the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable

Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common

Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if

any, which have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration

rights held by any other stockholders, exceeds the maximum dollar amount or maximum number of equity securities of the Company that can

be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or

the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum

Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable

Securities of the Demanding Holders and the Requesting Holders (pro rata based on the respective number of Registrable Securities that

each such Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that

all such Holders have requested be included in such Underwritten Shelf Takedown (such proportion is referred to herein as “Pro

Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum

Number of Securities has not been reached under the foregoing clause (i), the shares of Common Stock or other equity securities

of the Company that the Company desires to sell and that can be sold without exceeding the Maximum Number of Securities; and (iii) third,

to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of

Common Stock or other equity securities of the Company held by other persons or entities that the Company is obligated to register in

a Registration pursuant to separate written contractual arrangements with such persons or entities and that can be sold without exceeding

the Maximum Number of Securities.

2.1.6 Underwritten

Offering Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for

marketing such Underwritten Shelf Takedown, a Holder shall have the right to withdraw from such Underwritten Shelf Takedown for any or

no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or

Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided that the other Holders participating

in such Underwritten Shelf Takedown may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold

would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by such Holders. If withdrawn,

a demand for an Underwritten Offering shall constitute a demand for an Underwritten Offering by the withdrawing Demanding Holder for purposes

of Section 2.1.4, unless either (i) such Demanding Holder reimburses the Company for all Registration Expenses with respect to

such Underwritten Offering (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on

the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering), or

(ii) the non-withdrawing Holders elect to have the Company continue the Underwritten Shelf Takedown. Following the receipt of any Withdrawal

Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten

Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses

incurred in connection with an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.6, other than if a Demanding

Holder elects to pay such Registration Expenses pursuant to clause (i) of the second sentence of this Section 2.1.6.

2.2 Piggyback

Registration.

2.2.1 Piggyback

Rights. Subject to the provisions of Section 2.2.2, and Section 2.3.3, if the Company proposes, for its own account

or for the account of securityholders of the Company that are not Holders, to conduct a registered offering of, or if the Company proposes

to file a Registration Statement that may be used for any registration of its securities (other than a Registration Statement (or any

registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, or with respect

to the offering of Common Stock issuable upon the exercise of derivative securities outstanding on the date of this Agreement, (ii) pursuant

to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or

any successor rule thereto), (iii) for an offering of non-convertible debt securities of the Company or (iv) for a dividend reinvestment

plan), for its own account or for the account of securityholders of the Company (but not including an Underwritten Shelf Takedown pursuant

to Section 2.1 or a Block Trade or Other Coordinated Offering pursuant to Section 2.3) then the Company shall give prompt

written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable, which notice shall (A)

describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the

proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities

the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within

two (2) business days (one (1) business day if such offering is an overnight or bought Underwritten Offering), in each case, after receipt

of such written notice (such Registration, a “Piggyback Registration”). Subject to Section 2.2.2, the

Company shall cause the Registrable Securities proposed to be included in such Piggyback Registration by a Holder to be included in such

Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters

of such Piggyback Registration to permit the Registrable Securities requested by such Holders pursuant to this Section 2.2.1 to

be included therein on the same terms and conditions as any similar securities of the Company included in such Piggyback Registration

and to permit the resale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution

thereof. For the avoidance of doubt, the provisions set forth in this Section 2.2.1 shall not apply to an Underwritten Shelf Takedown

conducted in accordance with Section 2.1.4 or Block Trades or Other Coordinated Offerings conducted in accordance with Section

2.3.

2.2.2 Reduction

of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration,

in good faith, advises the Company and the Holders participating in the Piggyback Registration in writing that the dollar amount or number

of shares of Common Stock or other equity securities of the Company that the Company desires to sell, taken together with (i) the shares

of Common Stock or other equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to

separate written contractual arrangements with Persons other than the Holders of Registrable Securities hereunder, (ii) the Registrable

Securities as to which a Piggyback Registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common

Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant

to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities,

then:

(a) If

the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A)

first, the shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without

exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under

the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to Section 2.2.1,

Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities

has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities of the

Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggy-back registration

rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; and

(b) If

the Underwritten Offering is pursuant to a demand by Persons other than the Holders of Registrable Securities, then the Company shall

include in any such Underwritten Offering (A) first, the shares of Common Stock or other equity securities of the Company, if any, of

such demanding Persons, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities;

(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable

Securities of Holders requesting a Piggyback Registration pursuant to Section 2.2.1, Pro Rata, which can be sold without exceeding

the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing

clauses (A) and (B), the shares of Common Stock or other equity securities of the Company that the Company desires to sell,

which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities

has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities

of the Company for the account of other Persons that the Company is obligated to register pursuant to separate written contractual piggy-back

registration rights with such Persons, which can be sold without exceeding the Maximum Number of Securities.

2.2.3 Piggyback

Registration Withdrawal. Any Holder shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever

upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such

Piggyback Registration prior to the filing of the applicable “red herring” prospectus or prospectus supplement with respect

to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the

result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement

filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time

prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall

be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this

Section 2.2.3.

2.2.4 Unlimited

Piggyback Registration Rights. For purposes of clarity, any Piggyback Registration effected pursuant to Section 2.2 hereof

shall not be counted as a demand for an Underwritten Shelf Takedown effected pursuant to a Shelf Takedown Request under Section 2.1.4

hereof.

2.3 Block

Trades; Other Coordinated Offerings.

2.3.1 Notwithstanding

any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective

Shelf is on file with the Commission, if a Holder wishes to engage in (a) an Underwritten Offering not involving a “road show,”

and not requiring the delivery of a comfort letter or an opinion of counsel by the Company to the underwriter or underwriters of such

Underwritten Offering (a “Block Trade”) or (b) an “at the market” or similar registered offering

through a broker, sales agent or distribution agent, whether as agent or principal with a total offering price reasonably expected to

exceed, in the aggregate, either (x) five million dollars ($5,000,000) or (y) all remaining Registrable Securities held by such Demanding

Holder (an “Other Coordinated Offering”), if such Demanding Holder requires any assistance from the Company

pursuant to this Section 2.3 such Holder shall notify the Company of the Block Trade or Other Coordinated Offering at least five

(5) business days prior to the day such offering is to commence and the Company shall as promptly as is reasonably practicable, use its

commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Holder wishing

to engage in the Block Trade or Other Coordinated Offering shall use its commercially reasonable efforts to work with the Company and

any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering

documentation related to such Block Trade or Other Coordinated Offering.

2.3.2 Prior

to pricing of any Block Trade or the filing of the applicable “red herring” prospectus or prospectus supplement used in connection

with an Other Coordinated Offering, the Holder that initiated such Block Trade or Other Coordinated Offering shall have the right to submit

a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade or

Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration

Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.3.2.

2.3.3 Notwithstanding

anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade or Other Coordinated Offering initiated

by a Holder pursuant to this Agreement.

2.3.4 A

Holder wishing to engage in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers,

sales agents or placement agents (if any) (which shall consist of one or more reputable nationally recognized investment banks) in connection

with such Block Trade or Other Coordinated Offering, provided that such selection shall be subject to the consent of the Company,

which consent shall not be unreasonably withheld, conditioned or delayed.

2.3.5 For

the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted

as a demand for an Underwritten Offering pursuant to Section 2.1.4.

2.4 Market

Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other

Coordinated Offering), if reasonably requested by the Underwriters, for which it is customary for such a Holder to agree to a lock-up

and, each Holder that directly or indirectly holds more than 5% of the outstanding Common Stock (giving effect to the exercise of any

equity or equity-linked securities held by such Holder) agrees that it shall not Transfer any shares of Common Stock or other equity securities

of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company,

during the ninety (90) calendar day period (or such shorter time agreed to by the Underwriters) beginning on the date of pricing of such

offering; provided that each such Holder shall only be subject to the restriction set forth in this Section 2.4 if the directors

and executive officers of the Company are subject to a lock-up obligation to the Underwriters managing the offering and the length of

such lock-up for such Holder shall be no longer than the shortest lock-up of any such directors and executive officers; provided,

further, that if the Company or the underwriters of such Underwritten Offering waive or shorten the lock-up period for any of the

Company’s executive officers, directors or stockholders, then (i) all Holders subject to such lock-up shall receive notice of such

waiver or modification no later than two (2) business days following such waiver or modification, and (ii) such lock-up will be similarly

waived or shortened for each such Holder. Each Holder, if applicable, agrees to execute a customary lock-up agreement in favor of the

Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

Article III

COMPANY PROCEDURES

3.1 General

Procedures. The Company shall use its commercially reasonable efforts to effect such Registration or Underwritten Offering to

permit the resale or other disposition of such Registrable Securities in accordance with the intended plan of distribution thereof, and

pursuant thereto the Company shall:

3.1.1 prepare

and file with the Commission as soon as is reasonably practicable a Registration Statement with respect to such Registrable Securities

and use its commercially reasonable efforts to cause such Registration Statement to become effective in accordance with Section 2.1

and remain effective until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities

(such period, the “Effectiveness Period”);

3.1.2 prepare

and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the

Prospectus, as may be reasonably requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules,

regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations

thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold

in accordance with the plan of distribution set forth in such Registration Statement or supplement to the Prospectus or are no longer

outstanding;

3.1.3 prior

to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,

if any, and the Holders of Registrable Securities included in such Registration or Underwritten Offering or Block Trade, and such Holders’

legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement

(in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration

Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities

included in such Registration or Underwritten Offering or the legal counsel for any such Holders may reasonably request in order to facilitate

the disposition of the Registrable Securities owned by such Holders; provided that the Company will not have any obligation to

provide any document pursuant to this Section 3.1.3 that is available on the Commission’s Electronic Data Gathering, Analysis

and Retrieval (“EDGAR”) System;

3.1.4 prior

to any Underwritten Offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable

Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions

in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan

of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration

or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be

registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the

Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included

in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,

that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required

to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it

is not then otherwise so subject;

3.1.5 cause

all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are

then listed;

3.1.6 provide

a transfer agent and registrar for all such Registrable Securities no later than the effective date of such Registration Statement or

Underwritten Offering;

3.1.7 advise

each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any

stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding

for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal

if such stop order should be issued;

3.1.8 during

the Effectiveness Period (or such shorter period of time as may be necessary in order to comply with the Securities Act, the Exchange

Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable), furnish a conformed copy of each

filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus to each

seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is

to be incorporated by reference therein); provided that the Company will not have any obligation to provide any document pursuant

to this Section 3.1.8 that is available on the Commission’s EDGAR System;

3.1.9 notify

the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,

of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes

a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;

3.1.10 in

the event of an Underwritten Offering, a Block Trade or an Other Coordinated Offering, permit a representative of the Holders (such representative

to be selected by a majority of the Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter

to reasonably participate, at each such Person’s own expense, in the preparation of the Registration Statement or the Prospectus,

and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative,

Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or

Underwriters agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior to the release

or disclosure of any such information;

3.1.11 obtain a comfort letter from the Company’s independent

registered public accountants, in customary form and covering such matters of the type customarily covered in a public issuance of securities,

in each case, in form and substance reasonably satisfactory to the underwriters of an underwritten offering or to the broker, placement

agent or sales agent in the case of a sale by a broker, placement agent or sales agent, as applicable (other than in connection with

a Block Trade);

3.1.12 in

connection with an Underwritten Offering (other than a Block Trade), an Other Coordinated Offering or sale to a broker, placement agent

or sales agent in the case of a sale by a broker, placement agent or sales agent, on the date the Registrable Securities are delivered

for sale pursuant to such Registration, obtain an opinion of counsel representing the Company for the purposes of such Registration, addressed

to the participating Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with

respect to the Registration in respect of which such opinion is being given, and dated as of such date, as the participating Holders,

placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance

letters, and reasonably satisfactory to a majority-in-interest of the participating Holders if applicable;

3.1.13 in

the event of any Underwritten Offering or Other Coordinated Offering, enter into and perform its obligations under an underwriting agreement

or similar agreement, in usual and customary form, with the managing Underwriter of such offering;

3.1.14 make

available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12)

months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement

which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter

by the Commission);

3.1.15 with

respect to an Underwritten Shelf Takedown pursuant to Section 2.1.4 involving gross proceeds in excess of the Minimum Takedown

Threshold, use its commercially reasonable efforts to make available senior executives of the Company to participate in customary “road

show” presentations that may be reasonably requested by the Underwriter in such Underwritten Shelf Takedown; and

3.1.16 otherwise,

in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders,

consistent with the terms of this Agreement, in connection with such Registration.

Notwithstanding the foregoing,

the Company shall not be required to provide any documents or information to an Underwriter if such Underwriter has not then been named

with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter.

3.2 Registration

Expenses. The Registration Expenses in respect of all Registrations shall be borne by the Company. It is acknowledged by the Holders

that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’

commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration

Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements

for Participation in Underwritten Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not

provide the Company with its requested Holder Information within two (2) business days prior to the filing of the applicable “red

herring” prospectus or prospectus supplement, the Company may exclude such Holder’s Registrable Securities from the applicable

Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to

effect the registration and such Holder continues thereafter to withhold such information. No Person may participate in any Underwritten

Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such Person (i) agrees

to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes

and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, custody agreements, underwriting agreements

and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.4 Suspension

of Sales; Adverse Disclosure.

3.4.1 Upon

receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall

forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Registration Statement

or Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or

amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the

use of the Registration Statement or Prospectus may be resumed.

3.4.2 Subject

to Section 3.4.3, if the filing, initial effectiveness (other than with regard to the filing and initial effectiveness of the Shelf

required under Section 2.1) or continued use of a Registration Statement in respect of any Registration or Underwritten Offering

at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial

statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment of the

majority of the Board, be seriously detrimental to the Company and the majority of the Board concludes as a result that it is essential

to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving prompt written notice of such

action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period

of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under

this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of

the Registration Statement or Prospectus relating to any Registration in connection with any resale or other disposition of Registrable

Securities. In addition, the Company may delay or suspend continued use of a Registration Statement or Prospectus in respect of a Registration

or an Underwritten Offering in order to file and make effective a post-effective amendment to such Registration Statement in connection

with the filing of the Company’s Annual Report on Form 10-K.

3.4.3 The

right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2

shall be exercised by the Company, in the aggregate, not more than two (2) times in any twelve-month period, and any such delay or suspension

shall last for no more than sixty (60) consecutive calendar days.

3.4.4 The

Company shall promptly notify each Holder in writing upon the expiration of any period during which the Company exercised its rights under

this Section 3.4. Further, the Company shall not include any material non-public information in any such notice delivered to a Holder

pursuant to this Section 3.4.

3.5 Reporting

Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company

under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period)

all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly

furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished

with the Commission pursuant to the EDGAR System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section

3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent

required from time to time to enable such Holder to resell or otherwise dispose of Registrable Securities held by such Holder without

registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act

(or any successor rule promulgated thereafter by the Commission), including making available at all times information necessary to enable

such Holder to comply with Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification

of a duly authorized officer as to whether it has complied with such requirements.

3.6 Legend

Removal. Upon (x) the effectiveness of the Registration Statement and/or (y) the date that is one year after the Closing

Date, at the request of any of the Sponsor Parties in connection with the transfer of Registrable Securities to their brokerage

account and/or a sale pursuant to the Registration Statement or Rule 144, as applicable, provided that the applicable lock-up

restrictions, if any, with respect to such shares have expired or been released, the Company will instruct its transfer agent to

remove all restrictive legends from such Registrable Securities of such Sponsor Parties and cause its counsel to deliver any

required legal opinion and otherwise facilitate the transfer and sale of such securities, including by providing all required

deliverables; provided that the Company shall not be required to remove such legends until such Sponsor Party has delivered to the

Company and its counsel representation letters from the Sponsor Party and its broker in form and substance satisfactory to the

Company and its counsel which shall include the representation that such Sponsor

Party shall not transfer any Registrable Securities in a transaction following which such Registrable Securities would continue to be

“restricted securities” under the Securities Act unless the transferee shall have also delivered to the Company and its counsel

substantially similar representation letters. In the event of any conflict or inconsistency between this Section 3.6 and any other agreement between any

Sponsor Party and the Company (or any predecessor thereof), this Section 3.6 shall control and govern.

Article IV

INDEMNIFICATION AND CONTRIBUTION

4.1 The

Company agrees to indemnify and hold harmless, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors,

affiliates, partners and agents and each person who controls such Holder (within the meaning of the Securities Act) (collectively, the

“Holder Indemnified Persons”) against all losses, claims, actions or proceedings (whether commenced or threatened),

damages, liabilities and out-of-pocket expenses (including reasonable, documented outside attorneys’ fees) resulting from (a) any

Misstatement or alleged Misstatement, except insofar as the same are caused by or contained in any Holder Information (as defined below)

so furnished in writing to the Company by or on behalf of such Holder Indemnified Person expressly for use therein and (b) any violation

or alleged violation by the Company of the Securities Act, any state securities laws, or any rule or regulation thereunder applicable

to the Company and relating to an action taken or inaction required of the Company in connection with the offering of Registrable Securities.

4.2 In

connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to

the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection

with any such Registration Statement or Prospectus covering Registrable Securities of such Holder (the “Holder Information”)

and, to the extent permitted by law, shall indemnify the Company, its directors, officers, employees, advisors, representatives and agents

and each person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and

expenses (including reasonable, documented outside attorneys’ fees and inclusive of all reasonable attorneys’ fees arising

out of the enforcement of each such persons’ rights under this Article IV) resulting from any Misstatement or alleged Misstatement,

but only to the extent that the same are made in reliance on and in conformity with Holder Information so furnished in writing by or on

behalf of such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several,

among such Holders of Registrable Securities, and the liability of each such selling Holder of Registrable Securities shall be in proportion

to and limited to the net proceeds received by such selling Holder from the sale of Registrable Securities pursuant to such Registration

Statement giving rise to such indemnification obligation.

4.3 Any

Person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to

which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification

hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s

reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim or there

may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying

party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.

If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party

without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not

to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for

all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party

a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

No indemnifying party shall, without the consent of the indemnified party, not to be unreasonably withheld or delayed, consent to the

entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is

so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault

or culpability on the part of such indemnified party or which settlement does not include as an unconditional term thereof the giving

by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.4 The

indemnification provided for under this Agreement (a) shall remain in full force and effect regardless of any investigation made by or

on behalf of the indemnified party or any officer, director, employee, advisor, agent, representative, partner, member or controlling

person or entity of such indemnified party and shall survive the transfer of securities and (b) are not exclusive and shall not limit

any rights or remedies which may be available to any indemnified party at law or in equity or pursuant to any other agreement. Each of

the Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably

requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification

is unavailable for any reason.

4.5 If

the indemnification provided under Article IV hereof is held by a court of competent jurisdiction to be unavailable to an indemnified

party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of

indemnifying the indemnified party, shall to the extent permitted by law contribute to the amount paid or payable by the indemnified party

as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault

of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the

indemnifying party and indemnified party shall be determined by a court of law by reference to, among other things, whether the Misstatement

or alleged Misstatement relates to information supplied by such indemnifying party or such indemnified party, and the indemnifying party’s

and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such statement or

omission; provided, however, that the liability of any Holder under this Section 4.5 shall be limited to the amount of the net

proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of

the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1,

4.2 and 4.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any

investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section

4.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations

referred to in this Section 4.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities

Act) shall be entitled to contribution pursuant to this Section 4.5 from any person who was not guilty of such fraudulent misrepresentation.

Article V

MISCELLANEOUS

5.1 Notices.

Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the

party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier

service or sent by overnight mail via a reputable overnight carrier, in each case providing evidence of delivery, or (iii) transmission

by hand delivery, electronic mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described

above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following

the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery or overnight, at such time as it

is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the

addressee upon presentation, and in the case of notices delivered by electronic mail, at such time as it is successfully transmitted to

the addressee. Any notice or communication under this Agreement must be addressed, if to the Company, to: REDLattice Incorporated, [●],

Attention: [●], or by electronic mail to [●], and, if to any Holder, at such Holder’s address as set forth in the Company’s

books and records or such other address as may be designated in writing by such Holder. Any party may change its address for notice at

any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective ten (10)

calendar days after delivery of such notice as provided in this Section 5.1.

5.2 Assignment;

No Third Party Beneficiaries.

5.2.1 This

Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or

in part.

5.2.2 Subject

to Section 5.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder may be assigned in whole or in part

to such Holder’s Permitted Transferees to which it transfers Registrable Securities. For purposes of this Agreement, “Permitted

Transferee” means (A) any officer or director of the Company or any of their respective Affiliates, (B) to any general or limited

partners, members, managers, officers or directors of a Holder or their respective Affiliates, (C) to any Affiliates of a Holder, any

shareholder, partner or member of such entity or their Affiliates, any investment fund or other entity managing or managed by such entity

or any Affiliate of such entity, or who shares a common investment advisor of such entity, (D) if the permitted transferee of a Holder

is a natural person, (x) any gift to a member of such transferee’s immediate family or to a trust, the beneficiary of which is a

member of such transferee’s immediate family, an Affiliate of such individual or to a charitable organization, (y) any transfer

by virtue of laws of descent and distribution upon death of such transferee or (z) any transfer pursuant to a qualified domestic relations

order or (E) any transfer by virtue of any Holder’s organizational documents upon dissolution of such Holder, as well as the laws

of the jurisdiction governing such Holder’s organizational documents.

5.2.3 This

Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors, which

shall include Permitted Transferees.

5.2.4 This

Agreement shall not confer any rights or benefits on any Persons that are not parties hereto, other than as expressly set forth in this

Agreement and Article IV hereof.

5.2.5 No

assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company

unless and until the Company shall have received a written joinder in the form set forth in Exhibit A hereto signed by the assignee.

Any assignment made other than as provided in this Section 5.2.5 shall be null and void.

5.3 Counterparts;

Electronic Delivery. This Agreement (and any other agreements, certificates, instruments and documents delivered pursuant to this

Agreement) may be executed and delivered in one or more counterparts (including facsimile, electronic mail or other electronic transmission

or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument,

but only one of which need be produced. No party shall raise the use of a fax machine or electronic mail to deliver a signature or the

fact that any signature or agreement or instrument was transmitted or communicated through the use of a fax machine or electronic mail

as a defense to the formation or enforceability of a contract and each party forever waives any such defense.

5.4 Governing

Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY

AGREE THAT (1) THIS AGREEMENT 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 RULES OR PROVISIONS AND (2) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT

SHALL BE ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK, IN EACH CASE LOCATED IN THE CITY OF NEW YORK, AND EACH PARTY IRREVOCABLY

SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

5.5 TRIAL

BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE

COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT

PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING

OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

5.6 Amendments

and Modifications. Upon the written consent of (a) the Company, (b) the Sponsor, so long as the Sponsor or its Permitted Transferees

own at least 9% of the Registrable Securities that the Sponsor held at the closing of the Business Combination, and (c) the Holders

of at least a majority-in-interest of the Registrable Securities held by the Holders at the time in question, compliance with any of the

provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may

be amended or modified; and provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely

affects any Holder, solely in his, her or its capacity as a holder of the shares of capital stock of the Company, in a manner that is

materially different from the other Holders (in such capacity) shall require the consent of each such Holder so affected. No course of

dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in

exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company.

No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise

of any other rights or remedies hereunder or thereunder by such party.

5.7 Other

Registration Rights.

5.7.1 The

Company represents and warrants that no Person, other than the “Subscribers” that executed Subscription Agreements with the

Company, each dated as of September 25, 2026, has any right to require the Company to register any securities of the Company for sale

or to include such securities of the Company in any Registration Statement filed by the Company for the sale of securities for its own

account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other

registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement

or agreements and this Agreement, the terms of this Agreement shall prevail.

5.7.2 The

Sponsor acknowledges and agrees that (i) pursuant to the Sponsor Support Agreement, the BEAC Registration Rights Agreement was terminated

by the parties thereto effective as of the Closing and (ii) that the Sponsor shall not have any rights pursuant to such BEAC Registration

Rights Agreement as of the date first written above.

5.8 Term.

This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The

provisions of Article IV shall survive any termination.

5.9 Holder

Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities

held by such Holder in order for the Company to make determinations hereunder.

5.10 Entire

Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and thereof

and supersedes all prior and contemporaneous agreements, understandings and discussions, whether oral or written, relating to such subject

matter in any way and there are no warranties, representations or other agreements among the parties in connection with such subject matter

except as set forth in this Agreement and therein.

5.11 Severability.

It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the

laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this

Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision,

as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity

or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding

the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction,

it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting

the validity or enforceability of such provision in any other jurisdiction.

5.12 In-Kind

Distribution. If a Key Holder seeks to effectuate an in-kind distribution of all or part of its Registrable Securities to its

direct or indirect equityholders (an “In-Kind Distribution”), the Company will use reasonable best efforts to

work with the Key Holder to facilitate such In-Kind Distribution in the manner reasonably requested, and shall (i) ensure that the In-Kind

Distribution is recorded on the books of the Transfer Agent within two (2) business days of the Key Holder providing notice and the required

documentation of the In-Kind Distribution and (ii) file a prospectus supplement listing the distributees as the “selling securityholders”

of the Registrable Securities within ten (10) business days of the receipt of such notice and required documentation. Prior to any In-Kind

Distribution, each distributee shall deliver to the Company an executed joinder in the form attached hereto as Exhibit A; provided,

however, that a failure by a distributee to deliver such executed joinder shall not render such distribution to such distributee void,

but such distributee shall not be entitled to the benefits of this Agreement until such time as such executed joinder is delivered. Upon

any In-Kind Distribution, (i) in the event of a distribution of any of the Sponsor’s Registrable Securities, the Sponsor Representative

shall thereafter be entitled to exercise and enforce the rights specifically granted to the Sponsor hereunder collectively on behalf of

the distributees of the Sponsor, (ii) in the event of a distribution of all of Ultimate Holdings’s Registrable Securities, the Ultimate

Holdings Representative shall thereafter be entitled to exercise and enforce the rights specifically granted to Ultimate Holdings hereunder

collectively on behalf of the distributees of Ultimate Holdings and (iii) each distributee shall be considered a “Holder”

hereunder.

[Signature pages follow]

IN WITNESS WHEREOF, the undersigned have

caused this Agreement to be executed as of the date first written above.

REDLattice Incorporated

By:

Name:

Title:

REDL Ultimate Holdings, LP

By:

Name:

Title:

Eagle Equity Partners IV, LLC

By:

Name:

Title:

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have

caused this Agreement to be executed as of the date first written above.

HOLDER:

TALON INVESTMENT PARTNERS LLC

By:

Name:

Eli Baker

Title:

Managing Member

[●]

[Signature Page to Registration Rights Agreement]

Exhibit A

REGISTRATION RIGHTS AGREEMENT JOINDER

The undersigned is executing and delivering this

joinder (this “Joinder”) pursuant to the Registration Rights Agreement, dated as of [●], 2026 (as the

same may hereafter be amended, the “Registration Rights Agreement”), among REDLattice Incorporated, a Delaware

corporation (the “Company”), and the other persons or entities named as parties therein. Capitalized terms used

but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement.

By executing and delivering this Joinder to the

Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby agrees to become

a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities in the same manner

as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s shares of Common Stock

shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein; provided, however,

that the undersigned and its permitted assigns (if any) shall not have any rights as Holders, and the undersigned’s (and its transferees’)

shares of Common Stock shall not be included as Registrable Securities, for purposes of the Excluded Sections.

For purposes of this Joinder, “Excluded Sections”

shall mean [●].

Accordingly, the undersigned has executed and delivered this Joinder

as of the __________ day of __________, 20__.

Signature of Stockholder

Print Name of Stockholder

Its:

Address:

Agreed and Accepted as of

____________, 20__

[________]

By:

Name:

Its:

A-1

EX-10.5 — FORM OF DIRECTOR NOMINATION AGREEMENT

EX-10.5

Filename: ea030545301ex10-5.htm · Sequence: 8

Exhibit 10.5

REDLattice

Incorporated

DIRECTOR NOMINATION AGREEMENT

This Director Nomination Agreement

(this “Agreement”) is made and entered into as of [●], 2026, by and between REDLattice Incorporated, a

Delaware corporation (“PubCo”), and REDL Ultimate Holdings, LP, a Delaware limited partnership (“Ultimate”).

Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 2 hereof.

WHEREAS, pursuant to

the Business Combination Agreement, PubCo has agreed to permit Ultimate and its Permitted Transferees, which will Beneficially Own approximately

[●]% of the issued and outstanding Voting Interests at the Effective Time, to (i) designate six (6) individuals for appointment

to the board of directors of PubCo (the “Board”) at the Effective Time, provided that at least two (2) of such

individuals shall be considered “independent” directors pursuant to the rules of the Stock Exchange, and (ii) retain certain

nomination rights thereafter, in each case, on the terms and conditions set forth herein.

NOW, THEREFORE, in

consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Section 1. Board of

Directors.

(a) PubCo

shall take all Necessary Action such that, as of the Effective Time, the Board shall consist of nine (9) directors, divided into three

classes, with each class serving for staggered three-year terms, set forth as follows:

(i) Andrew

G. Boyd (Class [●]);

(ii) Kirk

Konert (Class [●]);

(iii) General

James Mingus (Class [●]);

(iv) Bill

Strobel (Class [●]);

(v) [[●]

(Class [●]);

(vi) [●]

(Class [●]);

(vii) [●] (Class

[●]);]1

(viii) [●]

(Class [●]);2

(ix) [●] (Class

[●]).3

1 Note to Draft: To be the remaining Ultimate appointed directors.

2 Note to Draft: To be the BEAC appointed director.

3 Note to Draft: To be the mutually appointed director.

(b) The

initial term of the Class I directors shall expire immediately following PubCo’s first annual meeting of stockholders at which directors

are elected following the Effective Time. The initial term of the Class II directors shall expire immediately following PubCo’s

second annual meeting of stockholders at which directors are elected following the Effective Time. The initial term of the Class III directors

shall expire immediately following PubCo’s third annual meeting at which directors are elected following the Effective Time.

so long as Ultimate and its Permitted Transferees Beneficially Own Voting Interests representing the percentage of the Voting Interests

held by Ultimate immediately after the Effective Time shown below, PubCo shall take all Necessary Action to include in the slate of nominees

recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are

to be elected (or written consent of the stockholders), that number of individuals designated by Ultimate that, if elected, will result

in Ultimate having the number of directors serving on the Board that is shown in the column labeled “Number of Ultimate Directors”

below; provided, that after the number of Ultimate Directors is reduced because the percentage of Voting Interests Beneficially

Owned by Ultimate and its Permitted Transferees is reduced, Ultimate and its Permitted Transferees cannot subsequently increase the number

of Ultimate Directors entitled to be designated hereunder as a result of their acquisition of Beneficial Ownership of additional Voting

Interests without the mutual agreement of PubCo and Ultimate.

Voting Interests Beneficially Owned by Ultimate (and its Permitted Transferees) as a Percentage of the Voting Interests Held by Ultimate immediately after the Effective Time

Number of

Ultimate

Directors

80% or greater

65% or greater, but less than 80%

50% or greater, but less than 65%

35% or greater, but less than 50%

20% or greater, but less than 35%

5% or greater, but less than 20%

Less than 5%

(d) If

(i) a vacancy on the Board occurs because of the death, disability, disqualification, resignation, or removal of an Ultimate Director,

and (ii) as a result of such vacancy, Ultimate would be entitled to designate another Nominee pursuant to Section 1(c), PubCo shall

promptly notify Ultimate of such vacancy and designation opportunity, after which Ultimate, or its Permitted Transferees, shall have thirty

(30) days to designate a Nominee to fill such vacancy, and PubCo shall, within ten (10) days of such designation of such Nominee, take

all Necessary Action to ensure that such vacancy shall be filled with such Nominee. Notwithstanding anything herein to the contrary, (A)

PubCo shall not fill such vacancy with an individual other than such Nominee unless Ultimate fails to so designate a Nominee within thirty

(30) days after receipt of written notice from PubCo that such vacancy has occurred, and (B) after such thirty (30) day period, PubCo

may appoint a nominee (an “Interim Director”) who may serve as a director only until Ultimate, or its Permitted

Transferees, designates a Nominee (at which time, PubCo shall, within ten (10) days of such designation of such Nominee, take all Necessary

Action to ensure such Nominee shall replace such Interim Director). If, prior to a stockholders’ meeting (or action by written consent),

a Nominee ceases to be a Nominee due to death, disability, withdrawal as a nominee for election to the Board or for any other reason,

PubCo shall take all Necessary Action to cause a replacement Nominee to be included in the slate of nominees for election at such meeting

(or such written consent).

(e) In

accordance with the Bylaws, PubCo may from time to time, by resolution, establish and maintain one or more committees of the Board, each

committee to consist of one (1) or more directors. To the extent feasible, PubCo shall notify Ultimate in writing of any new committee

of the Board to be established at least fifteen (15) days prior to the effective establishment of such committee. If requested by Ultimate,

PubCo shall take all Necessary Action to cause at least one (1) Ultimate Director (to be selected by Ultimate) to be appointed as a member

of each such committee of the Board unless such designation would violate any legal restriction on such committee’s composition

or the rules and regulations of any applicable exchange on which PubCo’s securities may be listed; provided, that the foregoing

sentence shall not apply to any special committee of the Board established specifically for the purpose of evaluating a transaction or

other corporate action involving Ultimate or its Affiliates.

(f) PubCo

shall pay all reasonable, documented out-of-pocket expenses incurred by each Ultimate Director in connection with his or her service provided

to or on behalf of PubCo, including, but not limited to, attending meetings or events attended on behalf of PubCo or at PubCo’s

request, including travel, lodging and meal expenses.

(g) PubCo

shall (i) purchase and maintain directors’ and officers’ liability insurance in an amount determined by the Board to be reasonable

and customary and (ii) for so long as any Ultimate Director serves as a director on the Board, maintain such directors’ and officers’

liability insurance coverage with respect to such director; provided, that upon removal or resignation of such Ultimate Director

for any reason, PubCo shall take all actions reasonably necessary to extend such directors’ and officers’ liability insurance

coverage with respect to such Ultimate Director for a period of not less than six (6) years from such removal or resignation.

(h) For

so long as any Ultimate Director serves as a director on the Board, PubCo (i) shall provide such Ultimate Director with the same expense

reimbursement, benefits, indemnity, exculpation and other arrangements provided to the other directors on the Board (provided,

that any Ultimate Director who is also an employee of Ultimate or its Affiliates may elect to not receive any standard director fees paid

by PubCo to directors), and (ii) shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any

Ultimate Director as and to the extent consistent with applicable law, including but not limited to Article [●] of the Certificate

of Incorporation and Article [●] of the Bylaws (whether such right is contained in the Certificate of Incorporation, the Bylaws

or another document) (except to the extent such amendment or alteration permits PubCo to provide broader indemnification or exculpation

rights on a retroactive basis than permitted prior thereto).

(i) Subject

to the Organizational Documents, Ultimate shall have the exclusive right to remove an Ultimate Director from the Board, and PubCo shall

take all Necessary Action to cause (i) the removal of any such Ultimate Director at the request of Ultimate and (ii) the replacement of

such Ultimate Director in accordance with Section 1(d).

Section 2. Definitions.

“Action”

has the meaning set forth in Section 10(b).

“Affiliate”

means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled

by, or is under common control with, such first Person.

“Agreement”

has the meaning set forth in the preamble.

“Beneficially

Own” has the meaning ascribed to it in Section 13(d) of the Securities Exchange Act of 1934, as amended. “Beneficial

Ownership” shall have a correlative meaning.

“Board”

has the meaning set forth in recitals.

“Business Combination

Agreement” means that certain Business Combination Agreement, dated as of September 25, 2026, by and among REDL Intermediate

Holdings, LLC, Bold Eagle Acquisition Corp. BEAC Merger Sub, LLC, and solely for the purposes of Section 6.9(e) of the Business Combination Agreement, REDL Ultimate Holdings,

LP, as amended and restated or modified from time to time.

“Business Day”

means any day that is not a Saturday, Sunday, legal holiday or other day on which commercial banks in New York, New York are authorized

or required by applicable law to close.

“Bylaws”

means the [Amended and Restated] Bylaws of PubCo, as in effect immediately following the Effective Time, as the same may be amended from

time to time.

“Certificate of

Incorporation” means the [Amended and Restated] Certificate of Incorporation of PubCo, as in effect immediately following

the Effective Time, as the same may be amended from time to time.

“Effective Time”

means the time immediately after the consummation of the transactions contemplated by the Business Combination Agreement (including all

issuances of Voting Interests) on the date hereof.

“Interim Director”

has the meaning set forth in Section 1(d).

“Necessary Action”

means all actions by PubCo (to the extent such actions are not prohibited by applicable law and are within PubCo’s control, and,

in the case of any action that requires a vote or other action on the part of the Board, to the extent such action is consistent with

fiduciary duties that PubCo’s directors have in such capacity) necessary to cause such result, including (a) calling special meetings

of stockholders, (b) causing the adoption of stockholders’ resolutions and amendments to the Organizational Documents, (c) executing

agreements and instruments, (d) making, or causing to be made, with governmental entities or an applicable securities exchange, all filings,

registrations or similar actions that are required to achieve such result and (e) nominating certain Persons for election to the Board

in connection with an annual or special meeting of stockholders.

“Nominee”

means an individual designated by Ultimate as a nominee to the Board pursuant to this Agreement.

“Organizational

Documents” means the Certificate of Incorporation and the Bylaws.

“Permitted Transferee”

means with respect to any Person, (i) any family member of such Person, (ii) any partner, shareholder or member of such Person and (iii)

any Affiliate of such Person (including any partner, shareholder, member or Affiliated investment fund or vehicle of such Affiliate).

“Person”

means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint

venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“PubCo”

has the meaning set forth in the preamble.

“Ultimate”

has the meaning set forth in the preamble.

“Ultimate Director”

means a Nominee that has been elected or appointed as a director.

“Ultimate Representative”

means [●] or such other Person who is identified as the replacement Ultimate Representative by the then existing Ultimate Representative

giving prior written notice to PubCo.

“Voting Interests”

means any security of PubCo generally entitled to vote on matters presented to the common stockholders of PubCo.

Section 3. Assignment;

Binding Effect. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by either of the parties

hereto, in whole or in part (including by operation of law), without the prior written consent of PubCo and Ultimate; provided,

that Ultimate may assign, in whole or in part, this Agreement without the prior written consent of PubCo as part of a transfer of Voting

Interests to any Permitted Transferee. Upon any assignment of this Agreement by Ultimate, the rights of Ultimate hereunder shall thereafter

be exercised by Ultimate Representative. Ultimate Representative may appoint a successor at any time. This Agreement and all of the provisions

hereof shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Section 4. Specific

Performance. The parties hereto agree that irreparable damage, for which monetary damages, even if available, would not be an adequate

remedy, would 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 hereto shall each 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 hereof,

in each case, without the posting of any bond or undertaking and without proof of damages and in addition to any other remedy to which

the same is entitled at law or in equity. Each party hereto 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 party hereto has

an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity.

Section 5. Notices.

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand, electronic

mail, postage prepaid mail (registered or certified) or nationally recognized overnight courier service and shall be deemed given when

(a) so delivered by hand or electronic mail (provided no transmission error occurs), or (b) if mailed, (i) three (3) days after mailing

by certified or registered mail, return receipt requested and (ii) one Business Day in the case of overnight courier service, as follows:

If to PubCo, to:

REDLattice Incorporated

14399 Penrose Place, #420

Chantilly, VA 20151

Email: [●]

Attention: [●]

with copies (which shall not constitute notice) to:

Kirkland & Ellis LLP

830 Brickell Plaza

Miami, FL 33131

Attn:

Email:

and:

Kirkland & Ellis LLP

333 West Wolf Point Plaza

Chicago, Illinois 60654

Attn:

Email:

If to Ultimate, to:

REDL Ultimate Holdings, LP

c/o AE Industrial Partners, LP

6700 Broken Sound Parkway NW

Boca Raton, FL 33487

Attn:

Email:

with copies (which shall not constitute notice) to:

Kirkland & Ellis LLP

830 Brickell Plaza

Miami, FL 33131

Attn:

Email:

and:

Kirkland & Ellis LLP

333 West Wolf Point Plaza

Chicago, Illinois 60654

Attn:

Email:

Section 6. Adjustments.

If, and as often as, there are any changes following the Effective Time in the Voting Interests (a) by way of stock split, stock dividend,

combination or reclassification, (b) through merger, consolidation, reorganization, recapitalization or sale, or (c) by any other means,

the parties hereto shall modify this Agreement so that the rights, privileges, duties and obligations of both parties hereunder shall

continue with respect to the Voting Interests as so changed.

Section 7. No Third-Party

Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns

and nothing in this Agreement, expressed or implied, shall give or be construed to give to any Person or entity, other than the parties

hereto and such successors and permitted assigns, any legal or equitable rights under this Agreement; provided, that, each Ultimate

Director shall be an express third-party beneficiary of the provisions in Sections 1(f)–(h) and shall be entitled

to enforce such provisions as though such Ultimate Director was a party hereto.

Section 8. Further Assurances.

From time to time, at the other party’s request and without further consideration (but at the requesting party’s reasonable

cost and expense), each party hereto shall execute and deliver such additional documents and take all such further action as may be reasonably

necessary to consummate the transactions contemplated by this Agreement.

Section 9. Execution

of Agreement. 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 hereto of an executed counterpart or the earlier delivery

to each party hereto of original, photocopied, or electronically transmitted (including scanned .pdf image) signature pages that together

(but need not individually) bear the signatures of all other parties hereto.

Section 10. Governing

Law.

(a) This

Agreement and all disputes, claims or controversies relating to, arising out of, or in connection with this Agreement shall be governed

by and construed in accordance with the internal laws of the State of Delaware applicable to contracts executed in and to be performed

in the State of Delaware, without giving effect to any choice of law or conflict of laws, rules or provisions (whether of the State of

Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(b) Each

party hereto irrevocably agrees that any action, claim, complaint, petition, suit, investigation, audit, mediation, litigation, arbitration

or other proceeding by or before any governmental authority or arbitrator, whether civil or criminal, at law or in equity (each, an “Action”),

arising out of or relating to this Agreement brought by any party hereto or its successors or assigns shall be brought and determined

in the Court of Chancery of the State of Delaware (or, solely if such courts decline jurisdiction, in any federal court located in the

State of Delaware), and each party hereto hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself

and with respect to its property, generally and unconditionally, with regard to any such Action arising out of or relating to this Agreement

and the transactions contemplated hereby. Each party hereto agrees not to commence any Action relating thereto except in the courts described

above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any

such court in Delaware as described herein. Each party hereto further agrees that notice as provided herein shall constitute sufficient

service of process and each party hereto further waives any argument that such service is insufficient. Each party hereto hereby irrevocably

and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising

out of or relating to this Agreement or the transactions contemplated hereby, (i) any claim that it is not personally subject to the jurisdiction

of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from the jurisdiction of

any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment

in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (1) the Action in any such court is brought in an

inconvenient forum, (2) the venue of such Action is improper or (3) this Agreement, or the subject matter hereof, may not be enforced

in or by such courts. Each party hereto agrees that a final, non-appealable judgment in any action or proceeding so brought shall be conclusive

and may be enforced by suit on the judgment or in any other manner provided by law.

Section 11. Waiver of

Jury Trial. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER, OR RELATE TO, THIS AGREEMENT IS

LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT

PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT

OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING,

AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY HERETO HEREBY AGREES AND CONSENTS THAT ANY SUCH PROCEEDING SHALL BE DECIDED

BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES HERETO 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 HERETO CERTIFIES AND

ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER

PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS

OF SUCH WAIVER, (iii) IT MAKES SUCH WAIVER VOLUNTARILY AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,

THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 11.

Section 12. Entire Agreement.

This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any

prior agreements or understandings relating to such subject matter between the parties.

Section 13. Severability.

It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the

laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this

Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision,

as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity

or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. In the event

of such determination, the parties hereto shall negotiate in good faith to modify (or cause such court or other legal authority to modify)

the Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that the

transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 14. Amendment

and Waiver. This Agreement cannot be amended, except by a writing signed by each party hereto. Except as otherwise provided herein,

no waiver of any provision of this Agreement shall be effective against a party hereto, unless such waiver is approved in writing by such

party. No failure or delay of any party hereto in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall

any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power,

or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies

of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

Section 15. Fees and

Expenses. Unless otherwise stated herein, all fees and expenses incurred in connection with this Agreement and the transactions contemplated

hereby, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the party hereto incurring

such fees or expenses.

Section 16. Termination.

This Agreement shall terminate upon such time as Ultimate and its Permitted Transferees shall no longer have the right to appoint an Ultimate

Director; provided, however, that Sections 1(f)–(h) and Sections 2–15 shall survive

any termination of this Agreement.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF,

the parties hereto have executed this Agreement on the day and year first above written.

REDLattice Incorporated

By:

Name:

Title:

REDL Ultimate Holdings, LP

By:

Name:

Title:

Signature Page –

Director Nomination Agreement

EX-99.1 — PRESS RELEASE, DATED SEPTEMBER 28, 2026

EX-99.1

Filename: ea030545301ex99-1.htm · Sequence: 9

Exhibit 99.1

REDLattice, Worldwide Leading Operational Intelligence

Platform for the U.S. and its Allies, to Become Public Company

Scaled Defense Technology Leader Provides

Mission-Critical Cyber Capabilities

Transaction Values REDLattice at a Pre-Money

Enterprise Value of $1.25 Billion

$335 Million of Committed Capital Anchored

by Loomis, Sayles & Co., Including

$60 Million Common Stock Investment Led by Existing Investor AE Industrial and Eagle Equity Partners

Transaction Enabled by Business Combination

with Bold Eagle Acquisition Corp.

(NASDAQ: BEAG, BEAGU, BEAGR)

CHANTILLY, Va. and NEW YORK, N.Y., September 28, 2026 –

REDL Intermediate Holdings, LLC (together with its subsidiaries, “REDLattice” or the “Company”), the leading operational

cyber intelligence platform providing integrated technology solutions to support critical national security and intelligence missions,

and Bold Eagle Acquisition Corp. (Nasdaq: BEAG) (“Bold Eagle”), a publicly listed special purpose acquisition company, today

announced that they have entered into a definitive agreement for a business combination that would result in REDLattice becoming a publicly

traded company listed on the Nasdaq under the ticker symbol “REDL” upon closing of the transaction, which is anticipated around

year-end 2026.

Founded in 2012, REDLattice delivers lawful intercept, vulnerability

research and intelligence acquisition solutions that help U.S. and allied government agencies facilitate national security operations

and anticipate, detect and neutralize threats from terrorism and other adversarial activity globally. The Company sells exclusively to

government agencies at the nation-state or federal level and is a trusted partner to more than 100 customers across 23 countries. For

the twelve months ended June 30, 2026, the Company generated $267 million of revenue, representing 29%

year-over-year growth.

As artificial intelligence increases the speed, scale, and sophistication

of cyber threats, governments are increasingly turning to specialized technology partners to maintain their technical advantage. This

dynamic is creating significant near-term opportunities for REDLattice to execute its proven land-and-expand strategy, particularly across

the U.S. defense and intelligence ecosystem. As of June 30, 2026, the Company had contracted backlog of $200 million and an active pipeline

of $1.5 billion.

“REDLattice was built to provide the U.S. and its allies with

a decisive technical edge against the world’s most sophisticated adversaries, at a moment when artificial intelligence has fundamentally

accelerated the pace of cyber conflict,” said Andy Boyd, Chief Executive Officer of REDLattice. “This transaction provides

the capital and public market currency to accelerate our organic growth, expand our product portfolio and pursue disciplined M&A

across adjacent mission-critical capabilities, while continuing to deliver for our government customers who depend on us every day.”

“The

demand for mission-critical cyber capabilities across the U.S. and allied governments has never been stronger, and REDLattice has consistently

outpaced that market with strong retention and growth,” said Kirk Konert, Managing Partner at AE Industrial. “We believe REDLattice

is the category leader in operational cyber intelligence with unmatched technical capabilities. This transaction lets us deepen our conviction,

and we’re proud to continue as REDLattice’s largest shareholder.”

Eli Baker, Chief Executive Officer of Bold Eagle, added “we were

attracted to REDLattice because they are well positioned to capitalize on the growing need for integrated tech capabilities across the

national security community. REDLattice is one of the only companies of scale and purpose built to meet this requirement. We look forward

to supporting Andy and his team as REDLattice enters its next phase of growth as a public company.”

Transaction Overview

The transaction values REDLattice at a pre-money enterprise value of

$1.25 billion and is expected to provide up to approximately $610 million of gross proceeds, including $335 million of committed capital

from new and existing mutual fund and institutional investors, and up to approximately $275 million from Bold Eagle’s trust account

assuming no redemptions. The committed capital consists of:

● $275 million of convertible notes anchored by Loomis Sayles, featuring a 4% coupon and $12.50 fixed conversion price; and

● $60 million of common stock PIPE including affiliates of existing investor AE Industrial Partners, LP (“AE Industrial”)

and Eagle Equity Partners, priced at $10.00 per share

Proceeds from the transaction will be used to refinance all of REDLattice’s

existing debt and to fund the final cash earnout payment from the Company’s previously consummated acquisition of Paragon Solutions

Ltd. Additional remaining proceeds are expected to provide working capital to fund organic growth, product expansion, and disciplined

M&A.

REDLattice’s existing management team, including CEO Andy Boyd,

former Director of the CIA’s Center for Cyber Intelligence, will continue to lead the combined company following the close of the

transaction. Under the terms of the agreement, existing REDLattice shareholders will roll over 100% of their equity, and AE Industrial

will remain the largest shareholder of the pro forma company.

The transaction has been unanimously approved by the boards of directors

of both REDLattice and Bold Eagle and is expected to close around year-end 2026, subject to approval by Bold Eagle’s shareholders,

effectiveness of the registration statement to be filed with the SEC, and other customary closing conditions.

Goldman Sachs & Co. LLC is serving as exclusive financial advisor

and exclusive capital markets advisor to Bold Eagle. Jefferies LLC is serving as exclusive financial advisor and exclusive capital markets

advisor to REDLattice. Goldman Sachs & Co. LLC and Jefferies LLC also served as placement agents. Kirkland & Ellis LLP is serving

as legal advisor to REDLattice, White & Case LLP is serving as legal advisor to Bold Eagle, and Davis Polk & Wardwell LLP is serving

as legal advisor to the placement agents.

Additional information about the proposed transaction, including a

copy of the business combination agreement and the investor presentation, will be provided in a Current Report on Form 8-K to be filed

by Bold Eagle with the U.S. Securities and Exchange Commission (“SEC”), which will be available at www.sec.gov.

About REDLattice

REDLattice is a U.S.-based global defense tech company delivering preeminent

digital access for its customers within the global intelligence community, law enforcement and military. A world leader in cyber superiority,

REDLattice delivers foundational expertise and provides unrivaled technical and engineering depth.

Built on a foundation of commercial innovation and customer trust,

REDLattice provides customers with a decisive technical edge to secure and dominate tomorrow’s mission environment. Learn more at redlattice.com.

About Bold Eagle Acquisition Corp.

Bold Eagle Acquisition Corp. (Nasdaq: BEAG) is a blank check company

incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business

combination with one or more businesses. Bold Eagle is led by Co-Chairmen Harry Sloan and Jeff Sagansky and Chief Executive Officer Eli

Baker, the team behind Eagle Equity Partners’ prior public acquisition vehicles. For more information, visit Bold

Eagle’s website.

Additional Information About the Transaction and Where to

Find It

In connection with the business combination, Bold Eagle and REDLattice

will prepare, and Bold Eagle will file, a registration statement with the SEC, which will include a preliminary proxy statement and preliminary

prospectus of Bold Eagle with respect to the securities to be offered in the business combination. After the registration statement is

declared effective, Bold Eagle will mail a definitive proxy statement/final prospectus to its shareholders as of a record date to be established

for voting on the business combination. The registration statement, including the proxy statement/prospectus contained therein, will contain

important information about the business combination and the other matters to be voted upon at a meeting of Bold Eagle’s shareholders.

This press release does not contain all the information that should be considered concerning the business combination and other matters

and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. Bold Eagle and

REDLattice may also file other documents with the SEC regarding the business combination. Bold Eagle’s shareholders and other interested

persons are advised to read, when available, the registration statement, including the preliminary proxy statement/preliminary prospectus

contained therein, the amendments thereto and the definitive proxy statement/final prospectus and other documents filed in connection

with the business combination, as these materials will contain important information about Bold Eagle, REDLattice, and the business combination.

The documents filed by Bold Eagle and REDLattice with the SEC also may be obtained free of charge upon written request to Bold Eagle at

Bold Eagle Acquisition Corp., 955 Fifth Avenue, New York, NY 10075.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy,

consent, or authorization with respect to any securities or in respect of the transaction. This press release also does not constitute

an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any jurisdictions

in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such

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

Act of 1933, as amended.

Participants in the Solicitation

REDLattice

and Bold Eagle and their respective directors, managers and executive officers may be deemed under SEC rules to be participants in

the solicitation of proxies of Bold Eagle’s shareholders in connection with the business combination. Investors and security

holders may obtain more detailed information regarding the names and interests of Bold Eagle’s directors and officers in Bold

Eagle’s filings with the SEC, including Bold Eagle’s Annual Report on Form 10-K for the year ended December 31, 2025,

filed with the SEC on March 23, 2026, and which is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001852207/000121390026032983/ea0276711-10k_bold.htm,

under the headings “Directors, Executive Officers and Corporate Governance”, “Executive Compensation”,

“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Certain

Relationships and Related Transactions, and Director Independence.” Information regarding the persons who may, under SEC

rules, be deemed participants in the solicitation of proxies of Bold Eagle’s shareholders in connection with the business

combination will be set forth in the registration statement, when available. Investors, shareholders and other interested persons

are urged to read the registration statement, the proxy statement/prospectus included therein, and other relevant documents that

will be filed with the SEC carefully and in their entirety when they become available because they will contain important

information about the transactions. Investors, shareholders and other interested persons will be able to obtain free copies of the

proxy statement/prospectus and other documents containing important information about REDLattice and Bold Eagle through the website

maintained by the SEC at www.sec.gov.

Forward-Looking Statements

This press release contains certain forward-looking statements that

are based on REDLattice’s and Bold Eagle’s management’s beliefs and assumptions and on information currently available

to management with respect to Bold Eagle and REDLattice and the business combination, including expectations, hopes, beliefs, intentions,

plans, prospects, financial results or strategies regarding REDLattice and statements regarding the anticipated benefits and timing of

the completion of the business combination, and REDLattice’s expectations, intentions, strategies, assumptions or beliefs about

future events, results of operations or performance or that do not solely relate to historical or current facts. These forward-looking

statements generally are identified by the words “believe,” “expect,” “anticipate,” “create”

“strategy,” “opportunity,” “provide” “expand” “will,” “would,”

“will be,” “will continue,” “will likely result,” “will accelerate” and similar expressions.

Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current

expectations and assumptions and, as a result, are subject to risks and uncertainties, including: uncertainties as to the timing of the

business combination; the risk that the business combination may not be completed in a timely manner or at all; the risk that the business

combination may not be completed by prior to Bold Eagle’s business combination deadline; the failure by the parties to satisfy the

conditions to the consummation of the business combination, including the approval of Bold Eagle’s shareholders; the occurrence

of any event, change or other circumstance that could give rise to the termination of the negotiations or definitive agreements related

to the business combination; changes to the proposed structure of the business combination that may be required or appropriate as a result

of applicable laws or regulations; changes in business, market, financial, political and regulatory conditions; the effect of the announcement

or pendency of the business combination on the REDLattice’s business; the risk factors discussed in Bold Eagle’s Annual Report

on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 23, 2026, the registration statement related to the business

combination which is expected to be filed with the SEC, and the other documents filed, or to be filed by the REDLattice or Bold Eagle

with the SEC from time to time. The actual results could differ materially from those expressed in, or implied by, these forward-looking

statements, and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire

or occur. In addition, many factors could cause actual future events to differ materially from the forward-looking statements in this

press release. There may also be additional risks that REDLattice and Bold Eagle do not presently know or that REDLattice and Bold Eagle

currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Forward-looking statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on forward-looking

statements, and none of REDLattice, Bold Eagle, or any of their respective representatives assumes any obligation and does not intend

to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of REDLattice

or Bold Eagle, or any of their respective representatives gives any assurance that these expectations will be achieved on the time periods

expected or at all.

Contact

Media and Investors:

REDLattice@icrinc.com

roconnor@eaglesinvest.com

EX-99.2 — INVESTOR PRESENTATION, DATED SEPTEMBER 2026

EX-99.2

Filename: ea030545301ex99-2.htm · Sequence: 10

Exhibit 99.2

Investor Presentation

2 Disclaimer This presentation (the "Presentation") has been prepared solely for the purpose of furnishing information on a confidential basis to interested parties to assist them in making their own evaluation with respect to the contemplated private capital raise and related transactions involving Bold Eagle Acquisition Corp. ("Bold Eagle") (collectively, the "Transactions") and REDL Intermediate Holdings, LLC (the "Company" or "REDLattice") and is being delivered solely to recipients that are (i) "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), (ii) sophisticated institutional "accredited investors" within the meaning of Rule 501(a) under the Securities Act or (iii) if located in the United Kingdom or European Union, "qualified investors" (within the meaning of the UK or EU Prospectus Regulations, as applicable) (any such recipient, together with its subsidiaries and affiliates, the "Recipient") on behalf of the Company and Bold Eagle by Goldman Sachs & Co. LLC ("Goldman Sachs") and Jefferies LLC ("Jefferies"), as financial advisors and/or placement agents to Bold Eagle and the Company, as the case may be, in connection with the Transactions. This information is strictly confidential and proprietary, and its disclosure to an unauthorized recipient could cause significant harm to the Company. By accepting this Presentation, you and your affiliates agree to maintain this information in the strictest confidence and to protect and safeguard this Presentation against any unauthorized publication or disclosure. Without the express prior written consent of the Company and Bold Eagle, this Presentation and any information contained within it may not be (i) reproduced (in whole or in part), (ii) copied at any time, (iii) used for any purpose other than your evaluation of the Company and the Transactions or (iv) provided to any person except your employees and advisors with a need to know who are advised of the confidentiality of the information, except to the extent required by law. You acknowledge that you are (a) aware that the United States securities laws prohibit any person who has material non-public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and that you will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b-5 thereunder. You also acknowledge and agree that this Presentation may contain material non-public information concerning the Company and/or Bold Eagle. By accepting this Presentation and the information contained herein, you and your institution expressly agree to use this Presentation and the information contained herein in accordance with your compliance policies, contractual obligations and applicable laws, including United States federal and state securities laws and comply with the confidentiality obligations and other requirements set forth herein. This Presentation supersedes and replaces all previous oral or written communications between the the Company and Bold Eagle, on the one hand, and you and your representatives, on the other hand, hereto relating to the subject matter hereof. This Presentation and any oral statements made in connection with this Presentation shall not constitute an offer to buy or sell or a solicitation of an offer to buy or sell securities or an invitation or inducement to engage in investment activity, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification of such securities under the securities law of any such jurisdiction. This Presentation does not constitute either advice or a recommendation regarding any securities. Any offer of securities, if made, may be made only through definitive offering documents, including, but not limited to, a subscription agreement and related documentation, and will be made in reliance on an exemption from registration under the Securities Act for offers and sales of securities that do not involve a public offering. The information contained herein is qualified in its entirety by reference to the definitive offering documents. The Company and Bold Eagle reserve the right to withdraw or amend the proposed offering for any reason and to reject any subscription agreement for any reason or no reason. Notwithstanding anything contained herein, there can be no assurance that the Transactions will be consummated on the terms described herein, within the time periods contemplated hereby, or at all. Any securities to be offered by the Company in connection with the Transactions to which this Presentation relates have not been registered under the Securities Act or applicable state or foreign securities laws. The opportunity to participate in the Transactions is being offered only to a limited group of sophisticated institutional investors, including "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act and "accredited investors" within the meaning of Rule 501(a) under the Securities Act that are also "institutional accounts" (as defined in Rule 4512(c) of the Financial Industry Regulatory Authority) or, if located in the United Kingdom or European Union, are "qualified investors" (within the meaning of the UK or EU Prospectus Regulations, as applicable) and are understood to be experienced in and have a potential interest in investments of the kind described herein. The securities of the Company may not be offered or sold in the United States absent a registration statement or an applicable exemption from the registration requirements of the Securities Act. The securities of the Company have not been approved or disapproved by the Securities and Exchange Commission (the "SEC"), any state securities commission or other United States or foreign regulatory authority. No representations or warranties, express or implied, are given in, or in respect of, this Presentation. This Presentation is subject to updating, completion, revision, verification and further amendment. None of the Company, Bold Eagle, Goldman Sachs or Jefferies, or their respective affiliates has authorized anyone to provide interested parties with additional or different information. No securities regulatory authority has expressed an opinion about the securities discussed in this Presentation or determined if this Presentation is truthful, accurate or complete, and it is an offense to claim otherwise. None of the Company, Bold Eagle, Goldman Sachs, Jefferies or any of their respective subsidiaries, equity holders, affiliates, representatives, partners, members, directors, officers, employees, advisers or agents (collectively, "Representatives") makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein or any other written, oral or other communications transmitted or otherwise made available to the recipient in the course of its evaluation of the Transactions, and nothing contained herein shall be relied upon as a promise or representation whether as to the past or future performance. To the fullest extent permitted by law, none of the Company, Bold Eagle, Goldman Sachs, Jefferies or any of their respective Representatives shall be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its accuracy or sufficiency, its omissions, its errors, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. The information contained in this Presentation is provided as of the date hereof and may change, and none of the Company, Bold Eagle, Goldman Sachs, Jefferies or any of their respective Representatives undertakes any obligation to update such information, including in the event that such information becomes inaccurate or incomplete. The general explanations included in this Presentation cannot address, nor are intended to address, your specific investment objectives, financial situations or financial needs. Portions of the information contained herein may have been generated using artificial intelligence, which is primarily used to gather general market or industry data and to compile company specific information to facilitate the recipient's preliminary review. Any pro forma financial information, capitalization, ownership percentages or other post-Transactions information included herein is presented for illustrative purposes only, is based on assumptions and estimates deemed reasonable by management as of the date hereof, and is subject to change, which may be material. In addition, this presentation includes historical financial information that has been audited and/or reviewed under private company generally accepted accounting principles in the United States ("GAAP") standards but that has not yet been audited or reviewed under the PCAOB standards that will be used when Bold Eagle and REDLattice file a registration statement on Form S-4 with the SEC in connection with the Transactions (the "Registration Statement"). There can be no assurance that there will not be changes to the historical financial information being included in such Registration Statement as a result of such audit or review or otherwise, and any such changes may be material. Recipients of this Presentation are not to construe its contents, or any prior or subsequent communications from or with the Company, Bold Eagle, Goldman Sachs, Jefferies or any of their respective Representatives, as investment, legal or tax advice. In addition, this Presentation does not purport to be all inclusive or to contain all of the information that may be required to make a full analysis of the Company, Bold Eagle and the Transactions. Recipients of this Presentation should read the definitive documents for the Transactions and make their own evaluation of the Company, Bold Eagle and the Transactions and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. You are urged to request any additional information you may consider necessary or desirable in making an informed investment decision. None of Goldman Sachs, Jefferies or any of their respective Representatives is acting as a financial advisor, placement agent or in any other advisory capacity to you with respect to the Transactions or owes such recipient any duty of loyalty or care (whether in contract, in tort or otherwise) with respect to this Presentation or the Transactions (and each of Goldman Sachs and Jefferies, on behalf of itself and its respective Representatives, expressly disclaims any such advisory, fiduciary or similar relationship). You (and your representative, if any) are invited, prior to the entry into any definitive documentation with respect to the Transactions, to ask questions of, and receive answers from, the Company and Bold Eagle concerning the Transactions and to obtain additional information regarding the Transactions, to the extent the same can be acquired without unreasonable effort or expense, in order to verify the accuracy of the information contained herein. If you decide not to participate in the Transactions, or if the Company, Bold Eagle, Goldman Sachs or Jefferies so requests at any time, you will promptly return to the Company, Bold Eagle, Goldman Sachs or Jefferies all materials furnished to you in connection with the Transactions, including this Presentation, without retaining any copies thereof (except copies retained for bona fide legal or compliance purposes). Past performance by Bold Eagle, the Company, and their respective management teams, is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Bold Eagle, the Company, and their respective management teams, or businesses associated with them as indicative of future performance of an investment or the returns that the parties will, or are likely to, generate going forward.

3 Disclaimer (Cont'd) Forward-Looking Statements This Presentation (and any oral statements regarding the subject matter of this Presentation) contains certain forward-looking statements that are based on our management's beliefs and assumptions and on information currently available to management with respect to the Company and the Transactions, including the proposed transactions involving Bold Eagle, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding the Company and statements regarding the anticipated benefits and timing of the completion of the Transactions, and the Company's expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "potential," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties, including: uncertainties as to the timing of the Transactions; the risk that the Transactions may not be completed in a timely manner or at all; the risk that the Transactions may not be completed by prior to Bold Eagle's business combination deadline; the failure by the Parties to satisfy the conditions to the consummation of the Transactions, including the approval of Bold Eagle's shareholders; the occurrence of any event, change or other circumstance that could give rise to the termination of the negotiations or definitive agreements related to the Transactions; changes to the proposed structure of the Transactions that may be required or appropriate as a result of applicable laws or regulations; changes in business, market, financial, political and regulatory conditions; the effect of the announcement or pendency of the Transactions on the Company's business; the risk factors set forth in the Appendix hereto; and those risk factors discussed in Bold Eagle's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 23, 2026, the Registration Statement related to the Transactions which is expected to be filed with the SEC, and the other documents filed, or to be filed by the Parties with the SEC from time to time. The actual results could differ materially from those expressed in, or implied by, these forward-looking statements, and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur. In addition, many factors could cause actual future events to differ materially from the forward-looking statements in this Presentation. There may also be additional risks that the Company does not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on forward-looking statements, and none of the Company, Bold Eagle, Goldman Sachs, Jefferies or any of their respective Representatives assumes any obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of the Company, Bold Eagle, Goldman Sachs, Jefferies or any of their respective Representatives gives any assurance that these expectations will be achieved on the time periods expected or at all. To the extent this Presentation includes projected financial information or operating metrics, such projections and metrics are based on assumptions that are inherently subject to significant business, economic, regulatory, market and competitive uncertainties, and actual results may differ materially from those expressed in, or implied by, such projections or metrics. Inclusion of any such projections or metrics should not be regarded as a representation by the Company, Bold Eagle or any other person that such results will be achieved, and recipients should not place undue reliance on such projections or metrics. Industry and Market Data This Presentation has been prepared by Bold Eagle, the Company and their respective Representatives and includes market data and other statistical information from third-party industry publications and sources as well as from research reports prepared for other purposes. Additionally, certain third-party market data and other statistical data included in this presentation was specifically prepared for and at the expense of the Company. Although the Company believes these third-party sources are reliable as of their respective dates, none of the Company, Bold Eagle, Goldman Sachs, Jefferies or any of their respective Representatives has independently verified the accuracy or completeness of this information and cannot assure you of the data's accuracy or completeness. Some data are also based on the Company's good faith estimates, which are derived from both internal sources and the third-party sources. None of the Company, Bold Eagle, Goldman Sachs, Jefferies or any of their respective Representatives makes any representation or warranty with respect to the accuracy of such information. Non-GAAP Measures This Presentation includes certain non-GAAP financial measures that management believes provide useful supplemental information regarding the performance of the business. Such measures should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP. Other companies may calculate such measures differently, and therefore such measures may not be comparable to similarly titled measures presented by other companies. See the appendix for further information regarding these non-GAAP metrics. See appendix for further information regarding these non-GAAP metrics. Trademarks and Intellectual Property All trademarks, service marks, and trade names of a person or its affiliates used herein are trademarks, service marks, or registered trade names of such person or its affiliate, as noted herein. Any other product, company names, or logos mentioned herein are the trademarks and/or intellectual property of their respective owners, and their use is not alone intended to, and does not alone imply, a relationship with any person, or an endorsement or sponsorship by or of any party. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that any person or the applicable rights owner will not assert, to the fullest extent under applicable law, their rights or the right of the applicable owner or licensor to these trademarks, service marks and trade names. Risk Factors Certain factors may have a material adverse effect on the business, financial condition and results of operations of Bold Eagle, REDLattice or any combined company created pursuant to the Transactions (the "Combined Company" and, together with Bold Eagle and REDLattice, the "Parties") and your proposed investment through the Transactions. Additional risks that the Parties are unaware of, or that the Parties currently believe are not material, may also become important factors that materially adversely affect any of the Parties. If any of the following risks actually occur, the business, financial condition, results of operations and future prospects of the Parties could be materially and adversely affected. In that event, the trading price of the Combined Company's securities following the Transactions could decline, and you could lose all or part of your investment. Many of the risks and uncertainties affecting the Combined Company below are also relevant to an investment in Bold Eagle, and investors in Bold Eagle may be affected by such risks and uncertainties. See the Appendix to this presentation for certain other risk factor headings relating to the parties and the transaction. Important Information and Where to Find It In connection with the Transactions, the Parties intend to file relevant materials with the SEC, including the Registration Statement, and after the Registration Statement is declared effective, Bold Eagle will mail the prospectus/proxy statement included therein to holders of Bold Eagle's ordinary shares in connection with Bold Eagle's solicitation of proxies for the vote of the Bold Eagle shareholders with respect to the Transactions. This Presentation is not a substitute for the Registration Statement or any other document that may be filed by the Parties with the SEC. INVESTORS AND SHAREHOLDERS OF BOLD EAGLE ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED BY EACH OF THE PARTIES WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS, INCLUDING THE REGISTRATION STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTIES AND THE TRANSACTIONS AND RELATED MATTERS. Investors and shareholders are or will be able to obtain these documents (when they are available) free of charge from the SEC's website at www.sec.gov. Participants in Solicitation The Parties and their respective directors, managers and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies of Bold Eagle's shareholders in connection with the Transactions. Investors and security holders may obtain more detailed information regarding the names and interests of Bold Eagle's directors and officers in Bold Eagle's filings with the SEC, including Bold Eagle's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 23, 2026, under the headings "Directors, Executive Officers and Corporate Governance", "Executive Compensation", "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" and "Certain Relationships and Related Transactions, and Director Independence", which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1852207/000121390026032983/ea0276711-10k_bold.htm. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Bold Eagle's shareholders in connection with the Transactions will be set forth in the Registration Statement, when available. Investors, shareholders and other interested persons are urged to read the Registration Statement, the proxy statement/prospectus included therein, and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the Transactions. Investors, shareholders and other interested persons will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about the Parties through the website maintained by the SEC at www.sec.gov.

4 Leading Intelligence Prime for National Security We provide integrated technology solutions that support mission-critical national security and intelligence operations 4

5 Enables Customers to Extract Intelligence From Adversaries Across Counter- Terrorism, Counter-Trafficking, and Other National Security Missions Operational Intelligence Integrated Technology Solutions Support the Full Mission Lifecycle, From Vulnerability Discovery Through Operational Access, and Intelligence Collection Capabilities Trusted Partner to Allied Governments, Embedded in Mission-Critical Operations Mission Partners Led By Domain Experts and Elite Technical Specialists Who Understand the Customer Need Specialists Strong Growth Profile With Proven Land & Expand Capabilities Growth Engine $14bn+ Total Addressable Market1 23 Countries Served 200+ VR Experts 30%+ Market Growth Rate2 $260mm Q1'26 LTM Revenue3 44% Q1'26 YoY Revenue Growth3 8 Core Products 100% Federal-level Government Sales $1.3bn+ Total Gross Pipeline4 24% 2025A Mgmt. Adj. EBITDA Margin5 Purpose-Built Platform for National Security and Intelligence Operations Note: 1 Aprio Advisory Group, LLC Report dated May 27, 2026. 2 2026-2029. 3 As of 31-Mar-2026. 4 All revenue-generating opportunities not yet under contract, from initial identification through contract execution; this includes prospects, leads, active pursuits, submitted proposals, and post-submittal awards pending adjudication. 5 Management Adjusted EBITDA is a non-GAAP Measure. Refer to Appendix for a definition of Management Adjusted EBITDA, and a reconciliation to the most comparable GAAP measure.

6 The REDLattice Team Today's Speakers Andy Boyd Chief Executive Officer Dave Mathews Chief Financial Officer Ehud Schneorson Executive Chairman, Paragon Former IDF Major General and Commander of Unit 8200 Idan Nurick CEO, Paragon Former IDF Cyber Commander of Unit 8200 Harry Sloan Co-Chairman Jeff Sagansky Co-Chairman Eli Baker CEO Bold Eagle Go-Public Execution • 30+ years of national security, intelligence, and cyber operations experience • Former Director of the CIA's Center for Cyber Intelligence • 10+ years in the US Department of State and as an Intelligence Officer in the US Air Force • 30+ years of financial, accounting, and executive experience across industries • Formerly served as CFO at Veranex, Omniplex and President of National Security Operations at Constellis Deeply Technical Management Team Kevin Rummel COO Former GM and VP of RAI Government Services Introduction Market Financials Transaction Solutions

7 Critical Operating System and Infrastructure for National Security Missions Vulnerability Research Discovering security weaknesses in adversary systems to facilitate access and observation Detection Identify intelligence threats and targets Intelligence Acquisition Collect and analyze data to anticipate, detect and neutralize threats Target Enumeration Zero-click technology supports the remote monitoring of adversary activity Introduction Market Financials Transaction Solutions V ul ne ra bil ity Re se ar ch a n d C y b e r Ca pa bil ity De ve lo p m e n t To ol De ve lo p m en t O p er at io n s O p ti m iz at io n I n t e ll ig e n c e D ri v e r s & R e q ui re m e n t s E x p e rt D e pl o y m e nt S u p p o r t Intelligence & security platform providing lawful intercept to prevent terrorism, trafficking, and other criminal activities Operational Intelligence Platform

8 23 Countries Currently Served 35 Countries Potentially Served $1.5T+ Combined Defense Spend1 Who We Serve Introduction Market Financials Transaction Solutions Defining the Domain & Leading With Tech Shape Policy and Doctrine Build Trust Through Mission Wins Trusted Partner to US and National Defense Agencies Around the Globe Source: Atlantic Council. Note: 1 Of Nato countries. Threat Anticipation Intelligence Support Federal Law Enforcement Military Planning & Force Protection Our Missions

9 AI Has Accelerated The Emerging Theater of Modern Conflict Volt Typhoon's long shadow - ISS, Jan-2026 U.S. and Allies Declare Salt Typhoon Hack A National Defense Crisis - Forbes, Aug-2025 Cyber attack shuts down U.S. fuel pipeline 'jugular', Biden briefed - Reuters, May-2021 Increasing the importance of REDLattice's mission infrastructure Heightened Near-Peer Threats... ...With Evolving Capabilities... ...Require Solutions That Keep Pace Adversary tooling evolves faster than any human-paced research cycle Nation-states use AI to accelerate exploit development, phishing, and malware mutation The attack surface is no longer static Point-solution vendors respond reactively; the mission demands a proactive posture AI-Assisted Detection Signature Deployment AI-Assisted VR Legacy Nation-State Adversary Exploit Speed Legacy VR Minutes Minutes to Hours Days to Weeks Days Introduction Market Financials Transaction Solutions Not to scale and illustrative

10 Global Defense Budgets are Rising Significantly... Recent geopolitical events have prompted a secular increase in defense spending posture with more growth to come driven by further NATO commitments across the globe "United in the face of profound security threats and challenge...Allies commit to invest 5% of GDP annually on core defence requirements...Allies will account for up to 1.5% of GDP annually to inter alia protect our critical infrastructure, defend our networks, ensure our civil preparedness and resilience, unleash innovation, and strengthen our defence industrial base." – The Hague Summit Declaration, June 25, 2025 $512 $821 $1,336 2025E 2025E at 3% GDP 2025E at 5% GDP Bridging to Non-US NATO Defense Spending Targets 1.9% 3.0% 5.0% Defense Spend as % of GDP +60% +161% ($ in billions) Introduction Market Financials Transaction Solutions Source: NATO and third-party market study report.

11 The US and its allies are accelerating investment in cyber capabilities • Geopolitical conflict is driving sustained government demand for cyber products • CYBERCOM funding is growing and interest in commercial products to defend is also growing • End-to-end encrypted messaging boosts demand for advanced access tools • Regulatory scrutiny favors compliant Western cyber vendors ... and Cyber Tools are a Disproportionate Priority "The One Big Beautiful Bill Act ("OBBBA") (Publ. Law 119-21), enacted in July 2025, is a sweeping piece of legislation that addresses many issues. Among them, it allocates $1 billion over four years to boost US offensive cyber operations. These funds primarily will be used to strengthen the capabilities of US Indo- Pacific Command (INDOPACOM) amid sustained tensions with China." – MaynardNexsen, August 8, 2025 "The forthcoming 2026 US Cybersecurity Strategy is widely expected to reflect a significant policy shift in favor of offensive cyber operations and more a traditional deterrence by punishment approach as part of a seemingly more assertive overall cyber posture. The digital dimension of the recent US operation in Venezuela and the consideration of cyber tactics in Iran are reinvigorating interest in how Washington views and employs digital technologies in pursuit of interests." – Stimson, January 28, 2026 Introduction Market Financials Transaction Solutions 2.5x+ Increase in US DoW Cyber Funding1 Source: SSTI.Org. Note: 1 Since 2015

12 $14 $15 $17 $19 $20 $22 $25 $27 2018 2019 2020 2021 2022 2023 2024 2025 The US Has Dramatically Scaled Its Budget and Focus to Cyber Intelligence PBR, 2018-2025, ($ in billions) Federal Civil Agencies Department of Defense US Government Cyberspace Activities Budget Introduction Market Financials Transaction Solutions Cyber intelligence spending growing nearly 3x faster than broader US DoW spending1 Source: Aprio Advisory Group, LLC Report dated May 27, 2026; US Department of War. Note: 1 From 2018-2025, total Department of War spending vs. US government cyberspace activities budget. C.I.A. Reorganization Prioritizes Cyberoperations "The C.I.A. director announced on Tuesday that the agency was reorganizing to ensure that it can adopt technology faster and further develop an offensive cyberoperations division." – The New York Times June 30, 2026

13 Critical Growth in Global Cyber Budgets Driving $14bn TAM Total Addressable Market Critical Growth in Cyber Budgets • An increasingly complex cybersecurity environment dictated by rising geopolitical tension • Large, critical and growing need among governments and public safety officials globally to gain lawful access to E2EE platforms to fight malign actors • Data explosion and proliferation of E2E encryption generating demand for agile solution capable of navigating the modern digital infrastructure while ensuring consumer privacy & data protection • Lack of access to consumer data offered by operating system and content aggregators • Limited in-house capabilities within government agencies Introduction Market Financials Transaction Solutions $14bn TAM +30% Growth1 Source: Aprio Advisory Group, LLC Report dated May 27, 2026. Note: 1 2026 - 2029. US 63% Rest of World 37%

14 Creating a Category-Defining Intelligence and Security Platform Solutions for Critical Intelligence Applications Key Products From Portfolio of Technology Solutions Providing lawful intercept to prevent terrorism, trafficking, and other criminal activities Modular, scalable stack delivering both productized and tailored solutions for complex cyber challenges ✓Digital forensics ✓AI-assisted vulnerability research ✓Designed to operate on mobile devices and other infrastructure with minimal trace and detection risk ✓Functionality is not impacted by device reboots or device OS upgrades ✓Requires legal warrants, enforces geofencing controls, and excludes all US mobile devices Product Alpha Stealthy, zero-interaction mobile device data extraction with non-attributable encrypted exfiltration Product Echo Secure, low-attribution access to global infrastructure with rapid deployment Product Charlie Stealthy, zero-interaction intelligence collection from mobile devices, including E2EE messaging Product Golf Mobile intelligence platform that enables instantaneous, zero- interaction remote access Product Bravo Purpose-built mobile intelligence platform for close-access reconnaissance and data collection Foxtrot Bravo Golf Product Foxtrot Secure, vetted access to a maintained exploit and cyber tool catalog Product Delta Discreet, zero-interaction data collection from Android devices in restricted environments Product Hotel Unified cyber capability linking malware analysis, intrusion forensics, and post-incident hardening Introduction Market Financials Transaction Solutions

15 Comprehensive Suite of Integrated Technology Solutions Customizable Architecture Independently Verified Fully Accredited Agile and Burnable Accessed using simple browser-based application while using AI for network recovery and maintenance Software for secure remote access to infrastructure anywhere in the world Introduction Market Financials Transaction Solutions Secure, close-access data acquisition with an intuitive UI for streamlined mission execution Portable and Adaptive Comprehensive Data Acquisition Instantaneous Access Operational Agility Purpose-built mobile device intelligence collection and reconnaissance product Bravo Durable and Persistent Unparalleled Access Minimal Footprint Novel Exfiltration Uses AI to maintain and develop new access vectors Remote, zero-interaction, agentless mobile data acquisition software for at-the-edge tactical access Product Alpha Product Bravo Product Echo

16 AI Is at the Core of REDLattice's Capabilities Wealth of vulnerability & access library underpins differentiated AI capabilities Proprietary Data Advantage Scaling Our World-Class Vulnerability Research Engineers With AI AI-led increase in access points creates more vulnerabilities & drives demand Expanding Attack Surface Faster path from discovery to deployable access capabilities Scaled Output Offline agentic AI workflows accelerate vulnerability research & access development Accelerated Discovery Additional Advantages • Offline LLM Research – removes the commercial, cloud-based LLM guiderails while providing for additional protections to ensure developed IP remains protected • Commercial LLMs – standard LLMs provide opportunities to smooth out development pipelines allowing researchers to focus more on the hardest problems • Backoffice Integration – automation of tasks such as proposal and whitepaper generation along with analytics to assist with technology assessment Introduction Market Financials Transaction Solutions

17 • Custom, integrated platforms • Classified systems • Long-cycle, programmatic contracts Competitive Landscape – Our Differentiated Position Introduction Market Financials Transaction Solutions Forensics Federal Contractors Product Offerings Landscape • Tactical, user-facing tools • Productized / standardized • Shorter sales cycles, budget driven Source: Aprio Advisory Group, LLC Report dated May 27, 2026; Company websites.

18 Immediate M&A and Product Expansion of REDLattice's Operational Capabilities Introduction Market Financials Transaction Solutions Note: 1 All targets in initial stages of diligence. Collect Operate Protect & Sustain PRIORITY OT Security Open-Source Intelligence IoT Device Intelligence Threat Intelligence Full-Spectrum Cyber Ops + others Immediate Cross-Sell Adjacencies Finding & acquiring intelligence Executing offensive actions Identity, resilience & visibility Select Illustrative M&A Targets1 Managed Attribution ~$25mm est. rev. AI-Enabled Analytics $25mm+ est. rev. Open-Source Intelligence ~$100mm est. rev. IoT Device Intelligence <$20mm est. rev. OT Security $100mm+ est. rev.

19 Key Financials at a Glance Scale Operating Leverage Predictable 44% Q1'26 YoY Revenue Growth1 24% 2025A Management Adjusted EBITDA Margin2 $225mm+ Backlog4 $260mm Q1'26 LTM Revenue1 $1.3bn+ Total Gross Pipeline3 80% 2025A Gross Margin Introduction Market Financials Transaction Solutions Note: Metrics as of 31-Dec-2025 unless otherwise specified. 1 As of 31-Mar-2026. 2 Management Adjusted EBITDA is a non-GAAP Measure. Refer to Appendix for a definition of Management Adjusted EBITDA, and a reconciliation to the most comparable GAAP measure. 3 All revenue-generating opportunities not yet under contract, from initial identification through contract execution; this includes prospects, leads, active pursuits, submitted proposals, and post-submittal awards pending adjudication. 4 Total contract value awarded to the Company less total revenue recognized inception to date for each contract.

20 The REDLattice Business Model 100% Federal-level Government Sales Sale to Government Agencies 72% Annual / 28% Multi-Year Length of Contract 96% Gross Revenue Retention2 High-Retention Customer Base Introduction Market Financials Transaction Solutions 98% Renewal Rate3 Re-Occurring Revenue Model 87% (Mgmt. Adj. EBITDA – Adj. Capex) / Mgmt. Adj. EBITDA1 High Capital Efficiency Note: Metrics as of 31-Dec-2025 unless otherwise specified. 1 Based on (Management Adjusted EBITDA – Adjusted Capex) / Management Adjusted EBITDA; REDLattice CY2025 capex adjusted to exclude $4.3mm leasehold improvements. Refer to Appendix for a reconciliation to Capex. 2 GRR reflects product revenue only. 3 Customer renewal rate.

21 Exciting Platform Growth Opportunity $246mm $480mm $45mm ~$770mm Existing Customers Purchasing New Products 2025A Revenue Existing Customers Increasing Wallet Share of Existing Products ~$525mm Embedded Opportunity1 by selling current products to existing customer base Current Platform Opportunity With Existing Customers Merger of REDLattice and Paragon has opened new markets and products that are being rapidly adopted Introduction Market Financials Transaction Solutions Growth Vectors Upsell to Existing Customers 1 Cross-sell to Existing Customers 2 New Products / Innovation 3 New Customers / Agencies 4 M&A 5 ~$525mm Embedded Opportunity Existing Near-Term Opportunity Note: 1 Embedded Opportunity estimated by the Company on an account-by-account basis.

22 Deeply Embedded Customer Relationships Enable Substantial Expansion Introduction Market Financials Transaction Solutions Land & Expand Growing customers via cross-sell of comprehensive product suite Long-Term Customers Delivering mission-critical solutions embedded in our customers' workflows Operationally Proven Mission-tested capabilities operational in 23 countries among 30+ customers Case Study: International Customer #1 $1.1 $2.0 $5.4 $6.7 $15.2 Year 1 Year 2 Year 3 Year 4 Year 5 Revenue ($ in millions, Actuals) Note: 1 Recently signed agreement, $5mm per year on 5-year contract with Total Contract Value of $25mm. Case Study: US Customer #1 $1.8 $2.5 $2.9 $4.3 $25.0 Year 1 Year 2 Year 3 Year 4 Year 5+ Revenue ($ in millions, Actuals) $5mm revenue per year1 1

23 Robust Historical Pipeline Growth... Introduction Market Financials Transaction Solutions Demonstrated Track Record of Pipeline Growth (TCV, $mm) $235 $838 $1,199 $1,305 Q4'23 Q4'24 Q4'25 Q1'26 130 180 227 # of Opportunities 5.3x 2025 Revenue Robust Pipeline Qualification & Validation • Highly qualified pipeline: Opportunities are added only after relevant agency-specific funding is identified or budgeted • Direct agency validation: Each opportunity reflects active conversations with the government agency expected to buy • Procurement-based opportunities: Pipeline inclusion requires a defined need, buying path, and alignment to a real acquisition process • Credible revenue visibility: The pipeline is conservative and high-confidence, with real budget, buyer, and procurement momentum 248

24 ...With Proven High Win Rates Providing Strong Visibility to Near-Term Growth Momentum Introduction Market Financials Transaction Solutions Note: 1 Close rate calculated as closed pipeline / beginning pipeline. 2 Win rate calculated as closed-won pipeline / (closed-won + closed-lost) pipeline. $1,199 Q4'25 Pipeline 2026 TCV Awarded 2026 Revenue $838 $303 $246 Q4'24 Pipeline 2025 TCV Awarded 2025 Revenue ($ in millions) +43% YoY $838mm of YE 2024 pipeline converted to $246mm of 2025 Revenue 40%+ Close Rate1 X 80%+ Win Rate2

25 Strong Q1 Performance Supports Path to Long-Term Operating Objectives Introduction Market Financials Transaction Solutions Capitalize on strong growth opportunities in global defense and intelligence Increase margins through efficiency and operating leverage Optimize capital efficiency and FCF conversion Opportunistic M&A $45mm Q1'26 Revenue 28% Q1'26 LTM Revenue Growth 70% Q1'26 YoY Pipeline Growth Note: Metrics as of 31-Mar-2026 unless otherwise specified. Seasonally the lowest revenue quarter (~15% of full year), Q1 showing early indications of a strong 2026 $260mm Q1'26 LTM Revenue 44% Q1'26 YoY Revenue Growth

26 26

27 Appendix

28 ($ in Millions, Except per Share Data) Transaction Overview Planned Sources & Uses Sources of Funds Use of Funds Cash from BEAG Trust1 $275 45.1% Trx. Proceeds to PF Balance Sheet $197 32.4% Cash from Common Stock PIPE 60 9.8% Debt Repayment2 213 34.9% Cash from Convertible Note 275 45.1% Cash Earnout to Paragon 119 19.5% Goldman Sachs Facility Repayment 20 3.3% Estimated Transaction Expenses 61 10.0% Total Sources of Funds $610 100.0% Total Uses of Funds $610 100.0% Expected Pro Forma Ownership3 Ownership Shares (mm) Ownership (%) REDLattice Consideration Shares4 91.5 71.4% Common Stock PIPE Shares5 6.0 4.7% Public SPAC Shares6 27.4 21.4% Upfront Sponsor Shares7 3.1 2.4% Total 128.1 100.0% 71.4% 4.7% 21.4% 2.4% RedLattice Investors Public SPAC Shares Upfront Sponsor Shares Common Stock PIPE Shareholders Introduction Market Financials Transaction Solutions Note: 1 Cash in trust is subject to redemptions. Assumes no redemptions and trust balance as of 6/30/2026. 2 Estimated figure assuming a 12/31/2026 closing; to be finalized at closing. 3 Excluding the shares underlying Convertible Notes. 4 Reflects a $1.25bn pre-money enterprise value for REDLattice, less $209.8mm net debt as of 06/30/2026, earnout payout of $6.2mm in Jul-26 and $118.8mm of remaining cash earnout. Assumes $10 per share transaction price. 5 Assumes no Common Stock PIPE discount relative to transaction pricing. 6 Includes 1.3 million underlying rights issued to BEAG. 7 The sponsor has 2.035mm of earnout shares at a vesting price of $12.50-$17.50. Key Transaction Terms • Pre-money enterprise value of $1.25B • Business combination and Common Stock PIPE priced at $10.00 per share, and Convertible Notes issued with a $12.50 fixed conversion price • $60mm Common Stock PIPE and $275mm Convertible Note

29 The Company believes that the use of Adjusted EBITDA, Adjusted Capex, Management Adjusted EBITDA, Management Adjusted EBITDA – Adjusted Capex1, and Management Adjusted EBITDA – Adjusted Capex / Management Adjusted EBITDA1 as non-GAAP financial measures provides an additional tool for investors to use in comparing the Company's financial condition and results of operations with other similar companies, many of which present similar non-GAAP financial measures to investors, and to assess certain financial and business trends relating to the Company's financial condition and results of operations. Among other things, the Company's management uses Adjusted EBITDA, Adjusted Capex, and Management Adjusted EBITDA for trend analyses and for budgeting and planning purposes. Management does not consider Adjusted EBITDA, Adjusted Capex, Management Adjusted EBITDA, Management Adjusted EBITDA less Adjusted Capex or Management Adjusted EBITDA less Adjusted Capex / Management Adjusted EBITDA in isolation or as an alternative to financial measures determined in accordance with GAAP. Adjusted EBITDA is defined as net income before interest, taxes, depreciation / amortization and certain other items that the Company considers to be non-recurring in nature and that it believes is not indicative of future performance. Management Adjusted EBITDA is defined as Adjusted EBITDA further adjusted for additional items that the Company believes is not indicative of future performance (see Note 6 to the table below for more information). Adjusted Capex is defined as capital expenditures after adding back leasehold improvement, which the Company considers to be non-recurring in nature and not indicative of future performance. Management Adjusted (EBITDA - Capex) is defined as Management Adjusted EBITDA after removing Adjusted Capex. Management Adjusted (EBITDA - Capex) / EBITDA is defined as Management Adjusted EBITDA after removing Adjusted Capex, divided by Management Adjusted EBITDA. The principal limitation of Adjusted EBITDA, Management Adjusted EBITDA, Adjusted Capex, Adjusted EBITDA less Capex, , Management Adjusted (EBITDA - Capex) or Management Adjusted (EBIDA - Capex) / EBITDA is that each excludes significant items that are (or will be) required by GAAP to be recorded in the Company's financial statements. In addition, Adjusted EBITDA, Management Adjusted EBITDA and Adjusted EBITDA less Capex are subject to inherent limitations as each reflects the exercise of judgments by management about which expenses and income are excluded and included in determining such non-GAAP financial measure. In order to compensate for these limitations, management presents (or on go-forward basis will present) non- GAAP financial measures in connection with GAAP results. You should review the Company's audited financial statements, which will be included in its registration statement to be filed with the SEC as part of this transaction. Non-GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of the Company's results as reported under GAAP. Other companies may calculate similarly titled non-GAAP financial measures differently, and therefore the Company's non-GAAP financial measures may not be comparable to similarly titled measures used by other companies. Non-GAAP Reconciliation: Management Adjusted EBITDA & Adjusted Capital Expenditures1 Note: 1 Management Adjusted EBITDA, Management Adjusted EBITDA – Adjusted Capex, and (Management Adjusted EBITDA – Adjusted Capex) / Management Adjusted EBITDA are non-GAAP measures. 2 Includes change in Paragon earnout amount. 3 Includes consulting, legal, bonuses and other third-party and transaction- specific costs associated with the acquisition of Paragon. 4 Includes severance, lease abandonment, and reorganization-related costs associated with the consolidation of Paragon's US operations. 5 Management fees paid to PE sponsor that will cease upon close of the transaction. 6 Includes consulting fees ($2.1mm), discreet bonus/compensation arrangements ($0.6mm), and other adjustments permitted pursuant to the Company's credit agreement. These adjustments are solely used for the purpose of determining compliance with the financial covenants in the Company's credit agreement. ($ in millions) Year Ended December 31, 2025 Net Income (Loss) $(33.1) (+) Other Income – Other2 (27.8) (+) Interest expense, net 29.3 (+) Taxes 0.9 (+) Depreciation and amortization 63.7 EBITDA $ 33.1 (+) Share-based compensation expense 5.9 (+) Transaction related costs3 9.3 (+) Restructuring costs4 2.5 (+) Management fees5 2.3 (+) FV of Warrants 1.4 Adjusted EBITDA $ 54.4 (+) Other Adjustments6 3.5 Management Adjusted EBITDA $ 57.9 Management Adjusted EBITDA Margin 24% Capital Expenditures $12.1 (-) Leasehold improvement (4.3) Adjusted Capital Expenditures $7.8 (Management Adjusted EBITDA – Adjusted Capex) / Management Adjusted EBITDA 87%

30 Deep Technology and Intelligence Expertise Andy Boyd Chief Executive Officer Former Director of the CIA's Center for Cyber Intelligence Ehud Schneorson Paragon Executive Chairman Former IDF Major General and Commander of Unit 8200 Idan Nurick CEO, Paragon Business Unit Former IDF Cyber Commander of Unit 8200 Kevin Rummel President & Chief Operating Officer Former GM and VP of RAI Government Services Kirk Konert Chairman Pam Braden Board Member Gen. James Mingus Board Member Florent Groberg Board Member John Ayers Vice Chairman Deep Technical Expertise Combined with Leadership Forged on the Front Lines of Modern Cyber Conflict With Long-Term Support From a Deeply Experienced Board Team Experience Syed Ali Technical Account Manager Christopher Roberts Software Engineer Jim Maroulis Senior Software Engineer Reginald Brothers Board Member

31 $81 $246 $102 - $105 1H'25A FY'25A 1H'26E Strong 1H 2026 Revenue Growth, Contract Wins, and Pipeline Expansion Highlight Acceleration of U.S. Intelligence/Defense Cyber Priorities • Largest contract in company history: In Q2, REDLattice signed a new EMEA customer with an annual contract value of approximately $26mm covering 3 products • REDLattice's U.S. pipeline growth continues to accelerate, with the U.S. pipeline increasing 59% YoY as of June 30, 20262 • Pipeline growth of +23% through the first half of the year2,3 • Growing emphasis on offensive cyber capabilities across the U.S. intelligence community Note: 1 1H 2026 financial information presented herein is preliminary, based on management's current estimates, and subject to change pending completion of the Company's quarter-end financial close and review procedures. 2 All revenue-generating opportunities not yet under contract, from initial identification through contract execution; this includes prospects, leads, active pursuits, submitted proposals, and post-submittal awards pending adjudication. 3 Pipeline growth is from December 31, 2025 to June 30, 2026. 4 Based on mid-point of the range. Preliminary Unaudited Est. Revenue for 1H 20261 – 27%4 YoY Growth 1H'26E Business Highlights1 ($ in millions) C.I.A. Reorganization Prioritizes Cyberoperations "The C.I.A. director announced on Tuesday that the agency was reorganizing to ensure that it can adopt technology faster and further develop an offensive cyberoperations division." – The New York Times June 30, 2026 33% of FY25 revenue Government contracting creates a seasonally back-end loaded revenue profile

32 Risk Factors Risks Related to Bold Eagle and the Transactions • There is no assurance that the Transactions will be completed • Bold Eagle's sponsor and its directors and officers and their affiliates have interests in the Transactions that are different from, or in addition to and/or in conflict with, those of Bold Eagle's shareholders generally • Bold Eagle's sponsor holds a significant number of Bold Eagle's ordinary shares and will lose its entire investment in Bold Eagle if an initial business combination is not completed • The ability of Bold Eagle's public shareholders to exercise redemption rights with respect to a large number of shares could deplete Bold Eagle's trust account prior to the Transactions and thereby diminish the amount of working capital available to the combined company • Bold Eagle's public shareholders who do not redeem their shares will experience immediate dilution as a consequence of the Transactions • There is no assurance that the contemplated private capital rise (the "PIPE Investment") or any other additional financing will be completed • There can be no assurance that the Company and Bold Eagle will be able to raise sufficient capital in the PIPE Investment to satisfy any minimum cash conditions of the business combination • Bold Eagle may be targeted by securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent the Transactions from being completed • The PIPE Investment will only be consummated if the business combination closes, and the closing of the business combination may be subject to a number of closing conditions, some of which may be outside of Bold Eagle's and the Company's control • The securities to be issued in the PIPE Investment will not be registered with the SEC and, prior to such registration cannot be transferred or resold except in a transaction exempt from or not subject to the requirements of the Securities Act and applicable state securities laws • An active trading market for the combined company's securities may not be available to provide shareholders with adequate liquidity. The market price of the combined company's securities may be volatile, and shareholders could lose all or a significant part of their investment • Bold Eagle's sponsor, officers and directors and others may purchase shares from Bold Eagle public shareholders or take other actions, which may influence a vote on the Transactions and reduce the public "float" of Bold Eagle ordinary shares • If the expected benefits of the Transactions do not materialize, or do not meet the expectations of investors or securities analysts, the market price of Bold Eagle's securities or, following the closing, the combined company's securities, may decline • If Bold Eagle is unable to complete an initial business combination by October 25, 2026 (or such later date as may be approved by Bold Eagle's shareholders in accordance with its organizational documents), Bold Eagle will cease all operations except for the purpose of winding up, redeem 100% of the outstanding public shares and, subject to the approval of the remaining shareholders and Bold Eagle's board of directors, dissolve and liquidate. If the Transactions are not completed prior to such date, there can be no assurance that Bold Eagle will obtain shareholder approval to extend such date • The combined company will have discretion in how it uses the proceeds of the Transactions and may not use these proceeds effectively, which could affect its results of operations and cause the market price of its securities to decline

33 Risk Factors (Cont'd) Risks Related to the Company's Business and Operations • If we do not continue to develop new and technologically advanced solutions and enhance our products, our future revenue, financial and operating results may be adversely affected • If law enforcement and other government agencies do not continue to purchase, accept and use our solutions, our revenue will be adversely affected • Cyber-attacks and security vulnerabilities can disrupt our business and harm our competitive position • If customers do not properly implement our solutions, they may achieve less favorable outcomes than expected • We may not successfully develop and deploy new technologies • Real or perceived errors, failures, defects or bugs in our solutions could adversely affect our results of operations, financial results, growth prospects and reputation • Our reputation and business may be harmed by news or social media coverage or other external scrutiny • We may not enter into relationships with potential customers if we consider their activities to be inconsistent with our organizational mission or values, which may adversely affect revenue growth • We may be unable to hire, retain, train, and motivate qualified personnel and senior management • We face intense competition, including as a result of consolidation in our industry • Fluctuations in foreign currency exchange rates could materially affect our financial results • The security of our operations and the integrity of our software solutions are critical to our operations • Our platforms are complex and may have a lengthy implementation process • Our platforms must operate with third-party products and services • In order to remain effective, we must keep pace with technological advances made on third-party products and services on which our platforms operate • We have invested in, and may in the future acquire or invest in, companies and technologies and we may not be able to successfully integrate such companies and technologies or achieve anticipated efficiencies • The use of certain of our solutions may be perceived as, or determined by the courts to be, in violation of privacy rights and related laws • Some of our solutions may be used by customers in a way that is, or that is perceived to be, incompatible with human rights • Customers may seek to use our solutions in a manner inconsistent with applicable laws • We have identified certain material weaknesses in our internal control over financial reporting. If remediation of these material weakness is not effective, if we experience additional material weaknesses, or if we otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations

34 Risk Factors (Cont'd) Risks Related to the Company's Customers • Our sales to government customers expose us to business volatility and risks, including government budgeting cycles and appropriations, early termination, audits, investigations, sanctions and penalties • Evolving government procurement policies and increased emphasis on cost over performance could adversely affect our business Risks Related to the Company's Intellectual Property • Failure to adequately obtain, maintain, protect and enforce our intellectual property and other proprietary rights could adversely affect our business • We may be subject to information technology system breaches, failures, or disruptions that could harm our operations, financial condition or reputation • We may be subject to intellectual property rights claims • There may be real or perceived errors, failures, defects, or bugs in our platforms Risks Related to the Company's Legal and Regulatory Environment • Our business is subject to complex and evolving U.S. and non-U.S. laws regarding privacy, data protection and security • We are subject to export laws, regulations and governmental trade controls • Our non-U.S. sales and operations subject us to additional risks and regulations • We may encounter unfavorable outcomes in legal, regulatory, and administrative proceedings • Many of our customer contracts may be terminated for convenience • Our business could be adversely affected if employees cannot obtain security clearances

EX-99.3 — AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF REDL INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARIES AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

EX-99.3

Filename: ea030545301ex99-3.htm · Sequence: 11

Exhibit

99.3

REDL Intermediate

Holdings, LLC and

Subsidiaries

Consolidated Financial Statements

December 31, 2025 and 2024

REDL

Intermediate Holdings, LLC and Subsidiaries

Table

of Contents

December

31, 2025 and 2024

Report

of Independent Registered Accounting Firm

Consolidated

Balance Sheets

Consolidated

Statements of Operations

Consolidated

Statements of Redeemable Preferred Units and Members’ Equity

Consolidated

Statements of Cash Flows

Notes

to the Consolidated Financial Statements

Report

of Independent Registered Accounting Firm

[Placeholder

for Independent Registered Accounting Firm Report]

Report

Of Independent Registered Accounting Firm

[Placeholder

for Independent Registered Accounting Report]

REDL

Intermediate Holdings, LLC and Subsidiaries

Consolidated

Balance Sheets

of December 31, 2025, and 2024

(Dollars

in thousands except unit and per unit data)

December 31,

2025

December 31,

2024

Assets

Current

assets

Cash

and cash equivalents

$ 41,046

$ 48,525

Restricted

cash

365

254

Accounts

receivable

72,631

57,686

Contract

assets

15,313

Prepaid

expenses

2,644

2,468

Other

current assets

2,413

1,176

Total

current assets

134,412

110,109

Noncurrent

assets

Property

and equipment, net

17,080

10,737

Goodwill

353,685

Technology,

net

172,727

217,087

Customer

relationships, net

250,742

264,122

Trade

name, net

496

736

Right-of-use

assets, net

13,455

15,241

Other

assets

4,017

1,358

Total

assets

$ 946,614

$ 973,075

Liabilities,

redeemable preferred units and members’ equity

Current

liabilities

Accounts

payable

$ 11,129

$ 2,428

Accrued

expenses

8,947

7,028

party payable

1,855

7,606

Accrued

employee bonuses

12,218

6,393

Income

taxes payable

3,739

4,906

Operating

lease liabilities, current

7,106

2,140

Deferred

revenue, current

23,292

18,788

Long-term

debt, net current

24,052

9,635

Earnout

obligation, current

238,300

Other

current liabilities

10,060

8,995

Total

current liabilities

340,698

67,919

Noncurrent

liabilities

Operating

lease liabilities, noncurrent

8,180

13,245

Deferred

revenue, noncurrent

737

Long-term

debt, net of current portion

207,756

211,066

Deferred

tax liability, net

53,547

55,833

Earnout

obligation, noncurrent

269,600

Warrant

liability

2,700

1,350

Total

liabilities

612,970

619,750

Commitments

and contingencies (Note 15)

Redeemable

preferred units

Class

P (252,402,492 issued and outstanding at December 31, 2025 and 2024)

378,604

Members’

equity

Class

A (81,917,797 issued and outstanding, no par value at December 31, 2025 and 2024)

Class

S (78,038,677 issued and outstanding, no par value at December 31, 2025 and 73,038,677 issued and outstanding, no par value at December

31, 2024)

Additional

paid-in capital

13,416

Accumulated

deficit

(58,376 )

(25,279 )

Total

members’ equity

(44,960 )

(25,279 )

Total

liabilities, redeemable preferred units and members’ equity

$ 946,614

$ 973,075

The

accompanying notes are an integral part of these consolidated financial statements.

REDL

Intermediate Holdings, LLC and Subsidiaries

Consolidated

Statements of Operations

Years

Ended December 31, 2025, and 2024

(Dollars

in thousands except unit and per unit data)

For

the year ended

December 31,

2025

2024

Revenue

Product

$ 148,095

$ 35,991

Maintenance

54,278

2,087

Services

43,905

24,206

Total

revenue

246,278

62,284

Cost

of revenue

Product

and maintenance cost (exclusive of depreciation and amortization)

36,828

4,161

Services

cost (exclusive of depreciation and amortization)

13,252

17,314

Total

cost of revenue (exclusive of depreciation and amortization)

50,080

21,475

Selling,

general and administrative

76,491

14,302

party expenses

2,299

760

Research

and development

82,916

3,455

Depreciation

and amortization

63,732

6,182

Change

in fair value of earnout obligation

(31,300 )

Transaction

costs

13,696

Transaction

costs, related party

15,000

Total

operating expenses

194,138

53,395

Operating

income (loss)

2,060

(12,586 )

Change

in warrant liability fair value

1,350

Foreign

currency loss

3,415

377

Interest

expense, net

29,320

2,460

Other

expenses

135

Loss

before income tax expense (benefit)

(32,160 )

(15,423 )

Income

tax expense (benefit)

937

(418 )

Net

loss

$ (33,097 )

$ (15,005 )

Net

loss available to common unitholders

$ (33,097 )

$ (149,869 )

Weighted-average

common units outstanding – Basic and diluted

157,456,474

85,499,732

Net

loss per unit – Basic and diluted

$ (0.21 )

$ (1.75 )

The

accompanying notes are an integral part of these consolidated financial statements.

REDL

Intermediate Holdings, LLC and Subsidiaries

Consolidated

Statements of Redeemable Preferred Units and Members’ Equity

Years

Ended December 31, 2025, and 2024

(Dollars

in thousands except unit and per unit data)

Redeemable

Preferred Units

Class P

Member’s

Equity

Class

Additional

Paid-In Capital

Accumulated

Deficit

Total

Members’ Equity

Units

Amount

Units

Amount

Balances

at December 31, 2023

$ -

$ 77,635

$ -

$ (3,683 )

$ 73,952

Reorganization

(Note 1)

(77,635 )

81,755,797

77,635

Net

loss

(15,005 )

Rollover

equity (Note 3)

73,038,677

47,000

Issuance

of units

252,402,492

243,740

162,000

105

Fair

value of replacement awards

3,533

Accretion

of redeemable preferred units to redemption value

134,864

(128,273 )

(6,591 )

(134,864 )

Balances

at December 31, 2024

252,402,492

378,604

81,917,797

73,038,677

(25,279 )

Net

loss

(33,097 )

Equity-based

compensation

5,916

Equity

contribution

2,500

Issuance

of units

5,000,000

5,000

Balances

at December 31, 2025

252,402,492

$ 378,604

$ -

81,917,797

78,038,677

$ 13,416

$ (58,376 )

$ (44,960 )

The

accompanying notes are an integral part of these consolidated financial statements.

REDL

Intermediate Holdings, LLC and Subsidiaries

Consolidated

Statements of Cash Flows

Years

Ended December 31, 2025 and 2024

(Dollars

in thousands except unit and per unit data)

2025

2024

Cash

flows from operating activities:

Net

loss

$ (33,097 )

$ (15,005 )

Adjustments

to reconcile net loss to net cash used in operating activities:

Depreciation

and amortization

63,732

6,182

Loss

on disposal of property and equipment

143

Deferred

Taxes

(2,286 )

(3,268 )

Amortization

of debt issuance costs

1,684

692

Paid-in-kind

interest

552

Equity

compensation

5,916

Non-cash

operating lease expense

(1,230 )

Amortization

of warrant debt issuance costs

Change

in earnout obligation fair value

(31,300 )

Change

in warrant fair value

1,350

Foreign

currency (gain) loss, net

3,415

377

Changes

in operating assets and liabilities, net of effects of business acquired

Accounts

receivable

(17,173 )

(13,152 )

Contract

assets

(15,783 )

Prepaid

expenses and other current assets

(1,413 )

(1,304 )

Other

assets

(2,659 )

(398 )

Accounts

payable

8,360

(898 )

Accrued

expenses

1,919

3,517

Accrued

employee bonuses

5,450

6,352

Transaction

expenses payable, related party

(7,606 )

7,606

Income

taxes payable

(1,167 )

4,906

Deferred

revenue

3,856

5,423

Right-of-use

assets

3,311

764

Operating

Lease liabilities

(439 )

(360 )

party payable

1,855

Other

current liabilities

1,109

(13,323 )

Net

cash used in operating activities

(11,644 )

(11,739 )

Business

acquisition, net of cash and restricted cash acquired (Note 3)

(389,708 )

Purchase

of property & equipment

(12,095 )

(485 )

Net

cash used in investing activities

(12,095 )

(390,193 )

The accompanying notes are an integral part of

these consolidated financial statements.

REDL

Intermediate Holdings, LLC and Subsidiaries

Consolidated

Statements of Cash Flows

Years

Ended December 31, 2025 and 2024

(Dollars

in thousands except unit and per unit data)

Cash

flows from financing activities:

Equity

Contribution

2,500

Cash

received from issuing stock

5,000

243,740

Payment

of seller note, related party

(17,500 )

Retirement

of promissory note, related party

(12,000 )

Proceeds

from promissory notes, related party

12,000

Payments

on term loan

(11,500 )

Proceeds

from issuance of long term debt, net

12,000

230,000

Proceeds

from revolver credit facility

10,000

Payment

of debt issuance costs

(1,629 )

(8,648 )

Net

cash provided by financing activities

16,371

447,592

Change

in cash, cash equivalents and restricted cash

(7,368 )

45,660

Cash,

cash equivalents and restricted cash

Beginning

of year

48,779

3,119

End

of year

$ 41,411

$ 48,779

Reconciliation

to the consolidated balance sheet

Cash

and cash equivalents

41,046

48,525

Restricted

cash

365

254

Total

cash, cash equivalents and restricted cash

$ 41,411

$ 48,779

Supplemental

cash flow information

Cash

paid for interest

27,804

Cash

paid for income taxes

4,843

Non-cash

investing and financing activities

Business

acquisition - Earnout obligation (Note 3)

(31,300 )

269,600

Business

acquisition - Rollover equity (Note 3)

47,000

Business

acquisition - Replacement awards (Note 3)

3,533

Issuance

of warrants (Note 9)

1,350

Operating

lease right-of-use assets obtained in exchange for operating lease liabilities

1,534

4,254

Accretion

of redeemable preferred units

134,864

The

accompanying notes are an integral part of these consolidated financial statements.

REDL

Intermediate Holdings, LLC and Subsidiaries

Notes

to Consolidated Financial Statements

of and For the Years Ended December 31, 2025 and 2024

1. Business

Description

Industrial Partners Fund III, LP (“AE”), a private equity fund affiliated with AE Industrial Partners, LP, a private equity

firm focused on aerospace, defense, and government services, formed REDL Intermediate Holdings I, LLC (“Holdings I”) and

REDL Ultimate Holdings, LP (the “Parent”) on December 21, 2022, to facilitate the acquisition of REDLattice, Inc., which

owns a 100% equity interest in the operating entities (“REDLattice operating entities”). In connection with the Paragon acquisition

and related internal reorganization, the Parent formed REDL Intermediate Holdings, LLC (“the Company”) on October 7, 2024,

as a Delaware limited liability company. The Parent contributed its ownership interest in Holdings I to the Company in exchange for equity

interests of the Company (the “Reorganization”). As a result of the Reorganization, the Company became the direct parent

company of Holdings I. The reorganization transactions were treated as a combination of entities under common control as if the entities

were combined at the beginning of the earliest period presented, with assets and liabilities transferred at their carrying amounts in

a manner similar to a pooling of interests.

The

Company’s headquarters are in Chantilly, Virginia. The Company is a mission-focused provider of technology and service solutions

for non-kinetic effects primarily serving government customers. The Company delivers advanced cybersecurity and technology solutions

to support mission-critical operations for customers in the U.S. and global national security, defense, intelligence and law enforcement

communities. The Company’s offerings include proprietary products, advanced cyber tools and engineering services, with core capabilities

in AI-assisted vulnerability research, reverse engineering, malware analysis, intelligence collection and offensive cyber operations.

These solutions support the full lifecycle of cyber and intelligence operations, from data access and collection to analysis and operational

deployment.

2. Summary

of Significant Accounting Policies

Basis

of Presentation and Consolidation

The

accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United

States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its subsidiaries.

All intercompany balances and transactions have been eliminated in consolidation.

the notes to the consolidated financial statements, all dollar amounts in tables are in thousands of dollars unless otherwise indicated.

Certain columns and rows in the consolidated financial statements and notes thereto may not add due to the use of rounded numbers.

Liquidity

[Placeholder

for liquidity disclosure]

Use

of Estimates

The

preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and

judgements in certain circumstances that affect the reported amounts of assets, liabilities and contingencies as of the date of the financial

statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates

under different assumptions or conditions. The most significant of these estimates relate to the fair value of acquired assets and

liabilities through business combinations, contingent liabilities related to earnout payments, warrants, equity compensation awards,

incremental borrowing rate used in the measurement of lease liabilities, income taxes, costs to be incurred for certain Firm-Fixed-Price

revenue arrangements, recoverability of long-lived assets and goodwill, and estimated standalone selling price of performance obligations

for certain revenue arrangements. Estimates are based on past experience and other factors, including expectations of future events that

we believe are reasonable under the circumstances. Actual results may differ from these estimates.

Cash,

Cash Equivalents and Restricted Cash

The Company

maintains cash, cash equivalents, and restricted cash in bank deposit accounts which at times may exceed the United States Federal Deposit

Insurance Corporation (“FDIC”) coverage of $0.3 million per depositor. Restricted cash is required pursuant to the terms

of certain lease arrangements. The Company considers all highly liquid instruments with a maturity of three months or less at the date

of purchase to be cash equivalents.

Foreign

Currency

The

reporting and functional currency of the Company and all its subsidiaries is the U.S. dollar (“USD”). Transactions denominated

in currencies other than the U.S. dollar are recorded at the exchange rate in effect at the date of the transaction. Gains and losses

resulting from settlement and remeasurement of the foreign currency transactions into functional currency are included under Foreign

currency loss in the Consolidated Statements of Operations.

Warrants

The

Company evaluates warrants issued in connection with financing transactions to determine whether such instruments should be classified

as liabilities or equity. Warrants are assessed under the applicable guidance in Accounting Standards Codification (“ASC”)

480, Distinguishing Liabilities from Equity, and ASC 815-40, Contracts in an Entity’s Own Equity. The warrants do

not meet the requirements for equity classification and are recorded as liabilities at fair value on the issuance date and are subsequently

remeasured to fair value at each reporting date, with changes in fair value recognized in the earnings.

Accounts

Receivable

The Company

generally records a receivable when revenue is recognized as the timing of revenue recognition may differ from the timing of payment

from customers. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 0 to

90 days. The Company’s accounts receivable do not bear interest, and they are recorded at the invoiced amount less an

allowance for any potentially uncollectable accounts under the current expected credit loss (“CECL”) impairment model (ASC

Topic 326, Financial Instruments — Credit Losses). The Company presents the net amount of the financial instrument

expected to be collected. The Company separately presents Contract assets (those with conditional rights to consideration based

on anything other than the passage of time) from its Accounts receivable (those with unconditional rights to consideration) in Note 13.

The

CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, which considers

forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, the Company

considers many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off

after all collection efforts have ceased. Allowances for credit losses are recorded as a direct reduction from an asset’s amortized

cost basis. Credit losses and recoveries are recorded in Selling, general and administrative in the Consolidated Statements of Operations.

Recoveries of financial assets previously written off, if any, are recorded when received. As of December 31, 2025 and 2024, there

was no allowance for credit losses, as its customer base consists primarily of government agencies and management does not expect material

credit losses.

Concentration

of Credit Risk

Financial

instruments which potentially subject the Company to concentrations of credit risk consist primarily of Cash and cash equivalents, Contract

assets and Accounts receivable. The Company’s cash is primarily held with major banks and financial institutions throughout the

world. At times, cash balances may be in excess of the amount insured.

Refer

to Note 13 for concentration of credit risk for Contract assets and Accounts receivable.

Property

and Equipment, Net

Property

and equipment is recorded at cost, except in the case of an acquisition of a business when it is recorded at fair value. Property and

equipment is presented net of accumulated depreciation on the Consolidated Balance Sheets. Depreciation is calculated using the straight-line

method over the following estimated useful lives:

Asset

Classification

Useful

Life

Computer

equipment and software

3–7

years

Leasehold

improvements

Term

of the related lease or the life of the asset, whichever is shorter

Office

furniture and equipment

3–14

years

Betterments,

renewals, and extraordinary repairs that extend the life of an asset are capitalized. Expenditures for repairs and maintenance are expensed

as incurred and recorded within Selling, general and administrative in the Consolidated Statements of Operations.

When

assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the consolidated

balance sheet and the resulting gain or loss is reflected in profit or loss.

Intangible

Assets, Net

Intangible

assets consist of assets acquired as part of business combinations and purchased in the course of normal business operations of the Company.

Intangible

assets with definite useful lives are amortized as the Company consumes economic benefit over the estimated useful lives of the

intangible assets. As of December 31, 2025 and 2024, intangible assets included in the Consolidated Balance Sheets are as follows:

Asset

Classification

Useful

Life

Technology

years

Customer

relationships

years

Trade

name

years

The Company

has no intangible assets with indefinite lives.

Long-Lived

Asset Impairment

accordance with ASC Topic 360 Accounting for Impairment or Disposal of Long-Lived Assets (“ASC Topic 360”), long-lived

assets (e.g., Property and equipment, Intangible assets, and Right-of-use assets) are reviewed for impairment, whenever events or

changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An estimate of

the related undiscounted cash flows over the remaining life of the long-lived asset is utilized in assessing whether an asset has been

impaired with an impairment measured based upon the amount by which the carrying amount of the asset exceeds the fair value.

Leases

The Company

is a lessee and recognizes its leases in accordance with ASU 2016-02, Leases (Topic 842). The Company determines if an arrangement

is a lease at inception. Leases are classified at lease commencement as either operating or finance leases. The Company uses leases

to obtain the use of office space and has determined all of its leases are operating in nature. Leases are recorded in Right-of-use assets,

net and Lease liabilities (current and noncurrent) on the Consolidated Balance Sheets.

Operating

lease liabilities are calculated as the present value of the future minimum lease payments as of the commencement date. Since most lease

agreements do not provide an implicit rate, the Company uses its IBR as of the commencement date in estimating the present value of future

payments. The IBR is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments

in a similar economic environment. The IBR is determined considering macro-economic factors such as the specific interest rate curve

based on the relevant term, as well as specific factors contributing to the Company’s credit spread. Lease terms, for the purpose

of determining each lease’s present value, include options to extend or terminate the lease if it is reasonably certain that the

Company will exercise that option. The Company has lease agreements with lease and non-lease components but has elected not to separate

non-lease components of a contract from the lease component to which they relate. Operating lease costs are recognized on a straight-line

basis over the expected lease term and included in Selling, general and administrative expense on the Consolidated Statements of Operations.

Short-term

leases less than twelve months in length are not included in the determination of lease liabilities. Lease payments for short-term leases

are recognized on a straight-line basis over the lease term and are included in Selling, general and administrative expense on the Consolidated

Statements of Operations.

Operating

right-of-use assets are initially measured based on the initial amount of the lease liability, adjusted for lease payments made at or

before commencement, lease incentives received, and qualifying initial direct costs. Right-of-use assets are evaluated for impairment

periodically whenever events or changes in circumstances indicate that related carrying amounts may not be recoverable from undiscounted

cash flows.

Deferred

Revenue

The

Company structures its contracts with a mix of upfront and periodic billing (e.g., product revenue billed at inception, maintenance billed

in advance or overtime, and services billed as performed). Contract liabilities (Deferred revenue) arise when the Company bills or receives

payment before transferring goods or services. This is common for advance billing for maintenance, which is recognized as revenue as

the related performance obligations are satisfied (e.g., straight-line over the support term).

Contract

liabilities are recorded as Deferred revenue, current and Deferred revenue, non-current in the Consolidated Balance Sheets and recognized

as revenue as the Company satisfies the underlying performance obligation.

Fair

Value Measurements

Fair

value is the price that would be received if an asset were sold or the price that would be paid to transfer a liability in the principal

or most advantageous market in an orderly transaction between market participants at the measurement date.

ASC

820, Fair Value Measurements, establishes a framework for measuring fair value. That framework specifies a fair value hierarchy

that prioritizes the inputs used in valuation techniques based on whether the inputs to those valuation techniques are observable or

unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s

market assumptions.

Certain

of the Company’s accounting policies and disclosures require fair value measurements, for both financial and non-financial assets

and liabilities, including:

(a) Warrant

liability

(b) Acquisition

of a business

equity

(d) Earnout

Obligation

When

measuring the fair value of an asset or a liability, the Company maximizes use of relevant observable inputs and minimizes use of unobservable

inputs. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques

as follows.

Level

1 Quoted

prices for identical instruments in active markets;

Level

2 Inputs

other than Level 1 inputs that are observable for the asset or liability, either directly

or indirectly, for substantially the full term of the asset or liability; and

Level

3 Unobservable

inputs for the asset or liability used to measure fair value that are supported by little

or no market activity and that are significant to the fair value of the asset or liability

at measurement date.

the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the

fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is

significant to the entire measurement.

Cash

and cash equivalents, Restricted cash, Accounts receivable, Contract assets, Accounts payable, and Accrued expenses are reflected on

the Consolidated Balance Sheets at amounts that approximate fair value because of the short-term nature of these financial assets and

liabilities.

Equity

Participation Plans

The Company’s

equity participation plans (Note 11) are accounted for in accordance with ASC Topic 718, Compensation – Stock Compensation

(“ASC Topic 718”). The Company’s awards are classified as equity awards, therefore the grant date fair value is amortized

ratably over the applicable vesting period as equity-based compensation expense within Selling, general and administrative, Product and

maintenance cost and Service cost in the consolidated financial statements. Forfeitures are recognized as they occur.

Revenue

Recognition

The Company

recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”), when

control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration

the Company expects to be entitled to in exchange for those goods or services. For payment terms of one year or less, as a practical

expedient, the Company does not adjust the transaction price for the effects of financing. The Company presents revenues net

of sales taxes collected.

determining how revenue should be recognized, the Company follows a five-step process:

● identification

of the contract, or contracts, with a customer;

● identification

of the performance obligations in the contract;

● determination

of the transaction price;

● allocation

of the transaction price to the performance obligations in the contract; and

● recognition

of revenue when, or as, the Company satisfies a performance obligation.

The

Company generates revenue from Product, Maintenance and Services as described below:

Product

revenue represents the sale of the Company’s intellectual property to customers. Product revenue includes term-based (typically

one year) and perpetual licenses sold to customers. These licenses provide customers with a right to use the product that has significant

standalone functionality and is capable of performing designated functions independently. Accordingly, management has determined that

such licenses represent functional intellectual property.

Revenue

from licenses that provide customers with a right to use the Company’s functional intellectual property is generally recognized

at a point in time when control of the license transfers to the customer and the customer is able to use and benefit from the license.

For certain arrangements containing termination-for-convenience provisions, the Company evaluates the enforceable rights and obligations

of the parties in determining the contract term and the resulting timing of revenue recognition.

The

Company sells its licenses to its customers directly, or indirectly through distribution channels. The Company sells third-party products

to customers for which the Company acts as a reseller. The Company has determined that it is the principal in these transactions and

therefore recognizes revenue on a gross basis, as the Company is primarily responsible for fulfillment and obtains control of the product

before transferring it to the customer.

Maintenance

revenue consists of maintenance services provided in connection with the Company’s product. These services represent a distinct

stand-ready performance obligation and primarily include technical support, as well as unspecified product updates, upgrades, vulnerability

enhancements, and remediation activities provided throughout the contractual support period. Revenue from maintenance is recognized ratably

over the contractual support period as the services are provided.

Services

revenue primarily consists of consulting and professional services, training services, installation and implementation activities. Consulting

and professional services include deployment, configuration, customization, cyber operations support, and other services provided under

customer contracts that are dependent on the Company’s personnel, expertise, and knowledge. For consulting services, the Company

is usually paid a fixed amount over the period of the contract (“Firm-Fixed-Price”) or paid an amount per hour as specified

in the contract (“Time and Material”). Revenue from these service performance obligations is recognized over time because

the customer simultaneously receives and consumes the benefits provided by the Company as the services are performed.

For

Firm Fixed Price contracts, revenue is recognized over time using a cost-to-cost input method based on cost incurred to date relative

to total estimated costs-at-completion. The Company believes this method faithfully depicts its performance because costs incurred generally

correspond with the transfer of services to the customer. For Time and Materials contracts, in which the Company’s right to consideration

corresponds directly with the value to the customer of the Company’s performance completed to date, the Company applies the right-to-invoice

practical expedient and recognizes revenue in the amount it has a right to invoice.

Significant

Judgments

The

Company applies significant judgment in the application of ASC Topic 606, particularly in identifying performance obligations, determining

the transaction price, assessing the timing of revenue recognition, evaluating principal versus agent considerations, and allocating

transaction consideration among performance obligations.

Identification

of Performance Obligations

The

Company applies judgment in determining whether promised goods and services are distinct and therefore should be accounted for as separate

performance obligations. Certain arrangements include combinations of Product, maintenance, and Services. The Company evaluates whether

each promised good or service is capable of being distinct and separately identifiable within the context of the contract.

Transaction

Price Determination

The

Company applies judgment in determining the transaction price for customer contracts, including the evaluation of fixed and variable

consideration and the assessment of whether a significant financing component exists. Certain contracts may include variable consideration,

such as incentive payments. The Company estimates variable consideration using the expected value or most likely amount method, as appropriate,

and includes such amounts in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue

recognized will not occur when the uncertainty is subsequently resolved. Variable consideration related to incentive payments is typically

constrained until earned.

Allocation

of Transaction Price

The

Company applies judgment in determining standalone selling prices (“SSP”) for performance obligations when observable standalone

sales are not available. For certain Product and maintenance arrangements, SSP is estimated using observable renewal pricing, historical

pricing, and other information available to the Company.

Timing

of Revenue Recognition

The

Company exercises judgment in determining whether performance obligations are satisfied at a point in time or over time. For Product

revenue, the Company evaluates the nature of the underlying intellectual property to determine whether revenue should be recognized upon

transfer of control or over the period in which customers receive access to the intellectual property. Certain contracts contain termination-for-convenience

provisions, and the Company evaluates to determine the period over which enforceable rights and obligations exist, including consideration

of termination penalties, notice requirements, and termination effectiveness. For fixed-price arrangements recognized over time, the

Company applies judgment in selecting an appropriate measure of progress and assessing whether the selected method faithfully depicts

the transfer of services to the customer.

Principal

vs. Agent Considerations

The

Company sells certain third-party products to customers and applies judgment in determining whether it acts as a principal or an agent

in such arrangements. In making this determination, the Company evaluates whether it obtains control of the underlying product or service

before transfer to the customer, including consideration of primary responsibility for fulfillment, inventory risk, and discretion in

establishing pricing. Where the Company concludes it controls the product or service before transfer, revenue is recognized on a gross

basis.

Cost

of Revenue

Product

and Maintenance Cost

Cost

of revenues consists primarily of subcontractor costs and labor costs, which include salaries, bonuses, and benefits directly attributable

to fulfilling the Company’s obligations under customer contracts, as well as costs associated with third-party products purchased

for resale. Costs associated with Product revenue and maintenance are presented as a combined category because the same personnel and

resources are utilized to support both the delivery of Product and maintenance and the related costs are not separately tracked or managed.

Services

Cost

of revenues consists primarily of subcontractor costs and labor costs, which include salaries, bonuses, and benefits directly attributable

to fulfilling the Company’s obligations under customer contracts.

Selling,

General, and Administrative Expenses

Selling,

general and administrative expenses consist of employee-related expenses for personnel in the Company’s executive, finance and

accounting, facilities, legal, human resources, and information technology and information security functions, as well as other administrative

employees. In addition, selling, general and administrative expenses include fees for legal, accounting, tax and audit services, software

subscriptions, facilities, sales commissions, other corporate costs, and marketing and advertising.

Advertising

Costs

The Company

expenses advertising costs as incurred. The Company incurred immaterial advertising costs for the years ended December 31, 2025

and 2024, which are included in Selling, general and administrative in the Consolidated Statements of Operations.

Research

and Development

Research

and development expenses are primarily comprised of costs of the Company’s research and development personnel and other development

related expenses. Research and development costs are expensed as incurred.

Loss

per Unit

The

Company computes basic and diluted loss per unit in accordance with ASC Topic 260, Earnings Per Share using the two-class method

when participating securities are outstanding. Under the two-class method, earnings are allocated among common units and participating

securities based on their respective rights to receive distributions and participate in undistributed earnings. Net losses are not allocated

to participating securities that do not have a contractual obligation to share in the Company’s losses.

Basic

loss per unit is determined by dividing net loss attributable to members by the weighted-average number of units outstanding during

the period. Net loss available to common unitholders includes adjustments to the carrying amount of redeemable preferred units that are

treated in a manner similar to dividends for purposes of determining income or loss available to common unitholders.

Diluted

loss per unit reflects potential dilution and is computed by dividing net loss by the weighted average number of units outstanding during

the period increased by the numbers of additional units that would have been outstanding if all potential units had been issued and were

dilutive. However, potentially dilutive securities are excluded from the computation of diluted loss per unit to the extent that their

effect is anti-dilutive.

Business

Combination

The

Company accounts for business combinations in accordance with ASC Topic 805, Business Combinations (“ASC Topic 805”).

Business combinations are recorded using the acquisition method, whereby the consideration transferred is measured at fair value as of

the acquisition date.

The

Company allocates the consideration transferred to the identifiable assets acquired and liabilities assumed based on their estimated

fair values at the acquisition date. Identifiable intangible assets acquired in a business combination are recognized separately from

goodwill if they arise from contractual or legal rights or are separable. In determining the fair value of acquired intangible assets,

the Company uses the multi-period excess earnings method to value customer relationships and the relief-from-royalty method to developed

technology. The determination of the fair value of identifiable intangible assets involves the use of significant estimates and assumptions,

including discount rates, obsolescence rates, revenue growth rates, projected margins, royalty rates, and customer attrition rates.

The

excess of the purchase consideration over the estimated fair value of the identifiable net assets acquired is recorded as goodwill. Goodwill

represents the expected synergies, assembled workforce, and other economic benefits arising from the acquisition that do not qualify

for separate recognition. Goodwill is not amortized and is tested for impairment at the reporting-unit level annually as of November

1, or more frequently if events or changes in circumstances indicate that it may be impaired. The Company may first perform a qualitative

assessment to determine whether a quantitative impairment test is necessary.

Contingent

consideration is measured at fair value on the acquisition date and classified as either a liability or equity based on the terms of

the arrangement and applicable U.S. GAAP. The Company may use valuation techniques incorporating significant unobservable inputs, including

probability-weighted methods or Monte Carlo simulation techniques. Liability-classified contingent consideration is remeasured at fair

value each reporting period, with changes in fair value recognized in earnings and is included in the Consolidated statement of operations

under Change in fair value of earnout obligation. Contingent consideration associated with the Paragon acquisition (the “Earnout

Obligation”) is presented within Earnout obligation in the Consolidated Balance Sheets.

Transaction

costs associated with business combinations are expensed as incurred.

The

Company uses significant judgment in estimating the fair values of assets acquired and liabilities assumed, including the selection of

valuation methodologies and key assumptions. These estimates are primarily based on Level 3 inputs.

Income

Taxes

The Company

accounts for income taxes using the asset and liability approach in accordance with ASC Topic 740, Income Taxes (“ASC

Topic 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences

between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets

and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences

are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized

in income in the period that includes the enactment date. The Company records valuation allowances against deferred tax assets as

deemed necessary.

The Company

accounts for the uncertainty in income taxes as prescribed by the minimum probability threshold that a tax position must meet before

a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained

upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the

technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than

likely of being realized upon ultimate settlement.

The

Tax Cuts and Jobs Act enacted on December 22, 2017 subjects a United States shareholder to tax on its Global Intangible Low-Taxed

Income (“GILTI”) earned by certain of their foreign subsidiaries. The Financial Accounting Standards Board issued guidance

stating that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected

to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense.

Management has elected to account for GILTI as a period expense for the years ended December 31, 2025, and 2024.

The Company

recognizes interest and penalties accrued on any unrecognized tax exposures as a component of income tax expense. The Company does

not have any amounts accrued relating to interest and penalties as of December 31, 2025, and 2024.

Recently

issued accounting pronouncements

Accounting

Pronouncements Adopted in 2025

Improvements

to Income Tax Disclosures (“ASU 2023-09”)

ASU

2023-09 improves the transparency and decision-usefulness of income tax disclosures, particularly in the rate reconciliation table and

disclosures about income taxes paid. The amendments from ASU 2023-09 are effective for annual periods beginning after December 15, 2024.

The Company adopted the standard for the year ended December 31, 2025, on a prospective basis. Refer to Note 12 for additional information.

The adoption of this ASU only impacted disclosures and did not have a material impact on the Company’s consolidated financial statements.

Improvements

to Reportable Segments Disclosures (“ASU 2023-07”)

ASU

2023-07 introduces enhanced disclosures about significant segment expenses along with other enhanced segment disclosures. ASU 2023-07

is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15,

2024. The Company adopted the standard for the year ended December 31, 2024, retrospectively for all periods presented. Refer to Note

16 for additional information. The adoption of this ASU only impacted disclosures and did not have a material impact on the Company’s

consolidated financial statements.

Stock

Compensation Scope Application of Profit Interest and Similar Awards, effective for public companies for the fiscal year beginning after

December 15, 2024 (“ASU 2024-01”)

ASU

2024-01 improves the clarity and operability in the guidance by adding an illustrative example that includes four fact patterns to demonstrate

how an entity should apply the scope guidance to determine whether a profits interest award should be accounted for in accordance with

Topic 718. The illustrative example is intended to reduce (1) complexity in determining whether a profits interest award is subject to

the guidance in Topic 718 and (2) existing diversity in practice. ASU 2024-01 is effective for fiscal years beginning after December

15, 2024, and interim periods within those fiscal years, with early adoption permitted. The Company adopted the standard for the year

ended December 31, 2025, on a prospective basis. The adoption of this ASU did not have a material impact on its consolidated financial

statements.

Accounting

Pronouncements Issued But Not Yet Adopted in 2025

Income

Statement – Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024-03”)

ASU

2024-03 introduces new requirements to disclose, in the notes to financial statements, more detailed information about certain costs

and expenses, including employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption.

Additionally, the amendment requires a qualitative description of the amounts remaining in the relevant expense captions that are not

separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s

definition of selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim

reporting periods beginning after December 15, 2027, with early adoption permitted. An entity may apply the amendments prospectively

for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the impact of adoption, which is expected to have an impact on disclosures only with no impact on

the Company’s results.

Business

Combinations and Consolidation: Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”)

ASU

2025-03 amends the guidance for determining the accounting acquirer in certain transactions. The guidance should be applied prospectively.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods

within those annual reporting periods, with early adoption permitted. The adoption of this guidance will affect acquisition transactions

of variable interest entities that occur after the initial application date. The Company has elected to early adopt his guidance as of

January 1, 2026. The adoption did not have an impact on our consolidated financial statements.

Measurement

of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”)

ASU

2025-05 introduces a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable

and current contract assets arising from transactions accounted for under ASC Topic 606, Revenue from Contracts with Customers.

Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss

allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05

is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the

practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The amendment

is intended to simplify the application of the current expected credit loss model by reducing the need to develop forward-looking forecasts

for short-term trade receivables and contract assets. The Company is currently evaluating the impact of ASU 2025-05 and does not expect

adoption will have a material impact on its consolidated financial statements.

Intangibles

- Goodwill and Other - Internal-Use Software (“ASU 2025-06”)

ASU

2025-06 introduces targeted Improvements to the accounting for Internal-Use Software which removes references to prescriptive and sequential

development stages, requiring companies to capitalize internal-use software costs when management commits to funding the software project

and it is probable the project will be completed. ASU 2025-06 is effective for annual and interim reporting periods beginning after December

15, 2027, and can be applied prospectively, modified prospectively, or retrospectively. The Company is currently evaluating the impact

of ASU 2025-06 on the consolidated financial statements and related disclosures.

3. Business

Combinations

December 13, 2024 (the “Acquisition Date”), the Company completed the acquisition of Paragon Solutions, Ltd.

and its subsidiaries (“Paragon”) which develops and sells a cyber intelligence platform for governmental agencies that enable

them to collect and analyze data which is crucial to maintain public safety. This acquisition was completed to expand the Company’s

global reach and range of products and services offered. As a result of the acquisition, the Company owns 100% of Paragon.

The

total fair value of the purchase consideration was $740.5 million. Consideration transferred consisted of $420.4 million cash consideration

paid at closing, Parent Synthetic Interests to certain Paragon sellers as rollover consideration, with an acquisition-date fair value

of $47.0 million (the “Rollover Equity”), the portion of the fair value of replacement share-based payment awards attributable

to pre-combination service of $3.5 million and contingent consideration with an estimated fair value of $269.6 million related to an

earnout tied to Paragon’s future performance (“Earnout Obligation”).

connection with the issuance of the Rollover Equity, the Company issued a corresponding number of Class S Units to the Parent pursuant

to the Company’s limited liability company agreement to mirror the economic rights associated with the Parent Synthetic Interests.

The

acquisition was recorded as a business combination. The identifiable assets acquired and liabilities assumed were recognized and measured

as of the Acquisition Date in accordance with ASC 805. Certain identifiable assets acquired, including developed technology and customer

relationships, and certain elements of consideration transferred were measured at fair value using significant Level 3 inputs. The excess

of the total purchase price over the fair value of assets acquired and liabilities assumed was allocated to goodwill.

The

purchase price allocation was as follows (in thousands):

Assets

Cash

and cash equivalents

$ 30,689

Restricted

cash

728

Accounts

receivable

42,095

Prepaid

expenses and other assets

2,743

Property

and equipment

10,114

Right-of-use

assets

10,303

Customer

relationships

237,700

Developed

technology

215,100

Total

assets acquired

549,472

Liabilities

Accounts

payable and accrued expenses

(5,679 )

Deferred

revenue

(12,704 )

Deferred

tax liability

(55,418 )

Other

liabilities

(22,358 )

Operating

lease liabilities

(10,159 )

Total

liabilities assumed

(106,318 )

Fair

value of net identifiable assets acquired

443,154

Goodwill

$ 297,376

The

goodwill from the acquisition consists largely of expected benefits, expanded solutions, geographical footprint, and the capabilities

and expertise of the acquired workforce. Goodwill is not deductible for tax purposes. The entire value of goodwill was assigned to the

Paragon reporting unit.

part of the purchase price allocation, the Company determined the identifiable intangible assets to be Developed technology and

Customer relationships.

Developed

technology

The

fair value of the Developed technology was estimated using a variation of the income approach known as the relief from royalty method.

The discounted cash flows were based on management’s future projections of revenue, and the discount rate applied was benchmarked

with reference to the applied rate of return from the transaction model and the weighted average cost of capital. Key assumptions used

to value the Developed technology were (1) a pre-tax royalty rate of 40%, (2) a discount rate equal to 19%, (3) an obsolescence

rate of 20%, and (4) management’s future projections of revenue. This nonrecurring fair value measurement is primarily determined

using unobservable inputs. Accordingly, the fair value measurement of the Developed technology is classified within Level 3 of the fair

value hierarchy.

Customer

Relationships

The

fair value of the Customer relationships was estimated using a variation of the income approach known as the multi-period excess earnings

method. The discounted cash flows were based on management’s future projections of revenue, and the discount rate applied was benchmarked

with reference to the applied rate of return from the transaction model and the weighted average cost of capital. Key assumptions used

to value the Customer relationships were (1) a discount rate equal to 20%, (2) an attrition rate of 5%, and (3) management’s future

projections of revenue. This nonrecurring fair value measurement is primarily determined using unobservable inputs. Accordingly, the

fair value measurement of the Customer relationships is classified within Level 3 of the fair value hierarchy.

Rollover

Equity

part of the consideration transferred in the Paragon acquisition, the Parent issued Synthetic Interests to certain Paragon sellers with

an acquisition-date fair value of $47.0 million (the “Rollover Equity”). The Synthetic Interests do not represent legal ownership

interests or voting rights in the Parent but are designed to provide economic participation substantially similar to the Parent’s

Class A Units.

Pursuant

to the Company’s limited liability company agreement, upon the issuance of Synthetic Interests by the Parent, the Company issues

an equivalent number of corresponding Class S Units to the Parent. Accordingly, in connection with the Rollover Equity issued to the

Paragon sellers, the Company issued corresponding Class S Units to the Parent on a one-for-one basis. The Class S Units are legal equity

interests in the Company and are designed to mirror the economic rights associated with the corresponding Parent Synthetic Interests.

The

fair value of the Rollover Equity issued was determined using Option Pricing Method. Key significant Level 3 inputs not observable in

the market include (1) a term of 5 years, (2) an equity value of $353.9 million, (3) expected equity volatility of 65%,

and (4) a risk-free interest rate of 4.2%.

Earnout

Obligation

The

Company recorded contingent consideration of $269.6 million resulting from an earnout arrangement. This requires additional consideration

to be paid by the Company to Paragon sellers based on gross profit targets during 2025 and EBITDA targets during 2024. The undiscounted

estimated amounts for the various outcomes ranged from $0 to $375.0 million. The fair value of the earnout on the Acquisition Date was

estimated using a Monte Carlo Simulation. The Earnout Obligation is based on significant Level 3 inputs not observable in the market.

Key

significant Level 3 inputs not observable in the market include the earnout payment discount rate, weighted average cost of capital,

Risk-free interest rate, asset volatility, revenue discount rate, and expected revenue volatility.

The

significant unobservable inputs used in measuring the fair value of the Earnout Obligation were as follows:

Assumption

December 31,

2024

Earnout

payment discount rate

6.5 %

Weighted

average cost of capital

16.4 %

Risk-free

interest rate

4.2 %

Asset

volatility

50.0 %

Revenue

discount rate

11.5 %

Expected

revenue volatility

29.0 %

the Earnout Obligation is based on financial metrics of Paragon for 2025 and 2024, management estimated the fair value of the Earnout

Obligation as of December 31, 2025 to be $238.3 million, inclusive of third-party fees to be paid to an advisor who advised Paragon.

The change in the Earnout Obligation during 2025 was driven by the actual results achieved by Paragon during 2025. The associated gain

of $31.3 million recognized on the change in the fair value of the Earnout Obligation was recognized in Change in earnout obligation

fair value in the Consolidated Statements of Operations.

The

Company could settle the Earnout Obligation by paying the earnout recipients 50% of the Earnout Obligation in cash, subject to certain

adjustments that allow the cash portion of the Earnout Obligation to be reduced (and Synthetic Interests in the Parent and options in

the Company portion to be increased) by $20.0 million at the option of the Parent in accordance with the Share Purchase Agreement dated

October 10, 2024, which was later reduced to $15.0 million in a side letter, dated July 2, 2025, to the Share Purchase Agreement. The

remainder of the Earnout Obligation not paid in cash will be settled in Synthetic Interests in the Parent and options in the Company.

Other

The

Paragon acquisition was financed through borrowings and equity contributions from AE and certain co-investors. The consideration transferred

also included Rollover Equity issued to certain Paragon sellers.

Results

of operations of Paragon are included in the consolidated financial statements of the Company from the Acquisition Date.

The Company

recognized transaction expenses of $28.7 million during the year ended December 31, 2024. These costs primarily consisted of legal,

advisory, accounting, and other professional fees incurred in connection with evaluating, negotiating, and completing the acquisition.

Of these costs, $13.7 million was recognized within Transaction costs and $15.0 million was recognized within Transaction costs, related

party in the Consolidated Statements of Operations. In accordance with ASC 805, these costs were expensed as incurred and were not included

in the consideration transferred for the acquisition.

The

following table presents the revenue and net income of the Paragon acquisition on the Company’s Consolidated Statements of Operations

for the year ended December 31, 2024 (in thousands):

2024

Revenue

$ 27,941

Net

income

$ 20,308

Supplemental

Pro Forma Information (Unaudited)

Supplemental

information of unaudited pro forma operating results assuming the Paragon acquisition had been consummated as of January 1, 2023 is as

follows (in thousands):

2024

(unaudited)

Pro

forma revenue

$ 210,148

Pro

forma net income

$ 23,339

The

unaudited pro forma supplemental information has been prepared using estimates and assumptions that the Company believes are reasonable

and reflects the impact of the acquisition as if it had occurred at the beginning of the earliest period presented. The pro forma information

includes adjustments for additional amortization related to the fair value of acquired intangible assets and for the impact of transaction-related

costs, including legal, advisory and due diligence fees. The unaudited pro forma information is presented for comparative purposes only

and is not necessarily indicative of the results of operations that would have been achieved had the acquisition been completed on the

dates indicated, nor does it purport to project the Company’s future results of operations.

4. Property

and Equipment, Net

Property

and equipment, net consisted of the following as of December 31:

(in

thousands)

2025

2024

Computer

equipment and software

$ 16,740

$ 9,697

Leasehold

improvements

7,412

3,045

Office

furniture and equipment

4,420

3,929

Property

and equipment, gross

28,572

16,671

Accumulated

depreciation

(11,492 )

(5,934 )

Property

and equipment, net

$ 17,080

$ 10,737

Depreciation

expense from property and equipment for the years ended December 31, 2025, and 2024 was $5.8 million and $0.4 million, respectively.

The Company

did not identify any indicators of impairment of property and equipment during the years ended December 31, 2025, and 2024. Accordingly,

no impairment losses were recognized.

5. Goodwill

The

following table summarizes the changes in the carrying value of goodwill by segment:

(in

thousands)

REDLattice

Paragon

Total

Balance

as of December 31, 2023

$ 56,309

$ -

$ 56,309

Acquisition

297,376

Balance

as of December 31, 2024

$ 56,309

$ 297,376

$ 353,685

Balance

as of December 31, 2025

$ 56,309

$ 297,376

$ 353,685

The

Company completed its annual goodwill impairment assessment as of November 1, 2025 and no impairment was identified.

6. Intangible

Assets, Net

The

intangible assets gross carrying amount and accumulated amortization as of December 31, 2025 and 2024 are detailed below (in thousands).

December

31, 2025

December

31, 2024

Useful

Life

Gross

carrying Amount

Accumulated

Amortization

Net

Carrying Amount

Gross

carrying Amount

Accumulated

Amortization

Net

Carrying Amount

Technology

years

$ 221,800

$ (49,073 )

$ 172,727

$ 221,800

$ (4,713 )

$ 217,087

Customer

relationships

years

267,600

(16,858 )

250,742

267,600

(3,478 )

264,122

Trade

name

years

1,200

(704 )

496

1,200

(464 )

736

Total

$ 490,600

$ (66,635 )

$ 423,965

$ 490,600

$ (8,655 )

$ 481,945

Intangible

asset amortization expense for the years ended December 31, 2025, and 2024 was $58.0 million and $5.8 million, respectively.

Estimated

future amortization expense of finite-lived intangible assets is presented below as of December 31, 2025 (in thousands):

Year

Ended December 31,

Amortization

expense

2026

$ 57,980

2027

57,980

2028

56,504

2029

54,278

2030

13,380

Thereafter

183,843

Total

future amortization expense on intangible assets

$ 423,965

The Company

did not identify any indicators of impairment of finite lived intangible assets during the years ended December 31, 2025, and 2024.

Accordingly, no impairment losses were recognized.

7. Leases

The Company

leases its office space under non-cancelable operating leases. The Company does not have any finance leases. Payments due under

the lease contracts include fixed payments plus, for many of the Company’s leases, variable payments. In addition to base rent,

the leases generally require additional payments to cover common area maintenance charges incurred and to pass along increases in real

estate taxes.

Most

leases include one or more options to renew, with renewal terms that can extend the lease term from 2.5 to 12 years. The leases expire

at various times through 2032, and certain leases may be extended at the Company’s option. Escalation terms on leases generally

include fixed rent escalations. Certain leases also include options to terminate the lease early. As of December 31, 2025, leases

have remaining terms of less than 1 year up to 7 years. The Company’s leases do not contain any material restrictive covenants.

The

following table presents lease expense recognized during the years ended December 31, 2025, and 2024, respectively:

(in

thousands)

2025

2024

Operating

lease expense

$ 6,619

$ 1,171

Variable

lease expense

201

Short-term

lease expense (other)

593

Total

lease expense

$ 7,413

$ 1,211

Total

lease costs are included in Selling, general and administrative expenses in the Consolidated Statements of Operations.

Supplemental

balance sheet information related to operating leases is as follows:

2025

2024

Weighted

average remaining lease term (in years)

4.1

5.4

Weighted

average IBR

11.47 %

11.46 %

of December 31, 2025, the Company has no additional operating leases that have not yet commenced.

Minimum

lease payments for the Company’s ROU assets over the remaining lease periods as of December 31, 2025, are as follows (in thousands):

Fiscal

Years Ending December 31,

2026

$ 5,702

2027

4,318

2028

4,180

2029

2,754

2030

910

Thereafter

1,413

Total

lease payments

19,277

Less:

imputed interest

(3,991 )

Operating

lease, net

$ 15,286

Less:

Operating lease, current

(7,106 )

Operating

lease, noncurrent

$ 8,180

8. Other

Current Liabilities

Other

current liabilities consisted of the following as of December 31:

(in

thousands)

2025

2024

Employees

and related accrued expenses

$ 6,565

$ 7,235

Income

tax withholdings

2,265

1,433

Other

current liabilities

1,230

327

$ 10,060

$ 8,995

9. Debt,

Net

Debt

consisted of the following as of December 31:

(in

thousands)

2025

2024

Credit

Facility

$ 218,500

$ 230,000

Revolver

10,000

–

Goldman

Credit Agreement

12,552

–

Debt,

gross

241,052

230,000

Unamortized

debt issuance costs

(9,244 )

(9,299 )

Debt,

net

231,808

220,701

Less:

Long-term debt, net current

(24,052 )

(9,635 )

Long-term

debt, net of current portion

$ 207,756

$ 211,066

Scheduled

future minimum principal payments on debt are as follows (in thousands):

Years

Ended December 31,

2026

$ 24,052

2027

11,500

2028

11,500

2029

194,000

Total

$ 241,052

Credit

Facility

During

December 2024, REDL Holdings, LLC, a wholly owned subsidiary of the Company executed a financing agreement (“Credit Facility”)

with Cyber Lending Vehicle LLC (“Lender”). The Credit Facility is guaranteed by certain affiliated entities, including

REDL Intermediate Holdings, LLC. The Credit Facility consists of a $230.0 million term loan facility (“Term Loan”) and a

revolver of up to $15.0 million (“Revolver”). Upon closing of the Credit Facility, the Company received net proceeds

of $222.1 million from the Term Loan, which is net of total lender and third-party lending fees of $7.9 million. An additional $0.8 million

of lending fees were paid in cash at settlement. The Credit Facility bears interest at a rate either equal to the Secured Overnight Financing

Rate (“SOFR”) plus a range of 650 basis points to 725 basis points or equal to the Reference Rate plus a range of 550 basis

points to 625 basis points. The range of additional basis points is dependent on the Company’s calculated leverage ratio,

as defined within the Credit Facility. The Reference Rate is the greatest of: (a) 3%, (b) the Federal Funds Rate plus 0.5%, (c) Adjusted

1-month SOFR plus 1% or (d) the Prime Rate, which is defined as the rate last quoted by The Wall Street Journal, or if unavailable,

the highest per annum interest rate published by the Federal Reserve Board in their Statistical Release H.15 as the “bank prime

loan” rate or any similar release by the Federal Reserve Board.

Principal

payments on the Credit Facility are required each quarter through the maturity date in December 2029. Prepayments are permitted subject

to certain conditions as defined in the Credit Facility. The Credit Facility contains an excess cash flow provision that requires accelerated

payment of outstanding borrowings if excess cash flows, as defined in the Credit Facility, exceed certain levels beginning for the year

ending December 31, 2025. The excess cash flow provision was not triggered for the year ending December 31, 2025. The Credit Facility

also calls for mandatory prepayments if certain conditions are met related to dispositions, debt issuance, extraordinary receipts, permitted

cure equity, and excess net cash proceeds from casualty insurance proceeds, as defined in the Credit Facility.

The

Credit Facility matures in December 2029, at which time all remaining outstanding principal and interest is required to be repaid.

The

Company is a holding company and depends on distributions from its subsidiaries to fund its obligations. Pursuant to the Company’s

Credit Facility and related agreements, certain restrictions limit the ability of subsidiaries to transfer funds to the Company through

dividends, loans, or advances. As of December 31, 2025, the restricted net assets of the Company’s consolidated subsidiaries that

may not be transferred to the Company in the form of dividends, loans, or advances were approximately $[XX.X] million.

conjunction with entering the Credit Facility, Parent issued 2,102,633 Class A warrants to the Lender. The warrants have an exercise

price of $0.001 per unit and are exercisable into Class A Units of the Parent. Pursuant to the Company’s limited liability company

agreement, the issuance of the Parent warrant resulted in the Company issuing to the Parent a corresponding warrant with substantially

similar terms and conditions that is designed to mirror the economic rights of the Parent warrant. These warrants expire after 10 years,

are exercisable at any time and automatically exercise upon an approved sale, public offering or subsidiary IPO. Unexercised warrants

do not participate in distributions. The warrants contain anti-dilution provisions whereby the number of Class A Units issuable upon

exercise is proportionally adjusted to maintain the warrant holder’s percentage ownership of Class A Units on a fully diluted basis

in the event the Company issues additional Class A Units. Based on the terms of these adjustment provisions, the Company concluded that

the warrants do not qualify for equity classification under ASC 815-40, Contracts in Entity’s Own Equity, and therefore

accounts for the warrants as liabilities. Warrants were recorded at their issuance-date fair value and subsequent changes in the fair

value are recorded in the Consolidated Statement of Operations in Changes in fair value of warrant liability.

The

following table presents the changes in the Company’s recurring Level 3 warrant liability (in thousands):

Warrant

Liability

Balance

at December 31, 2023

$ -

Issuance

of warrants

1,350

Change

in fair value recognized in earnings

Balance

at December 31, 2024

$ 1,350

Change

in fair value recognized in earnings

1,350

Balance

at December 31, 2025

$ 2,700

The

fair value of Warrant liability was determined using an option pricing model. The key unobservable Level 3 inputs included are equity

value, expected equity volatility, risk-free interest rate and term.

Key

assumptions for the Warrant liability were as follows for the years ended December 31:

Assumption

2025

2024

Equity

value

675,000

353,908

Expected

equity volatility

65.0 %

Risk-free

interest rate

3.7 %

4.2 %

Expected

term (years)

4.2

5.0

the warrants were issued to the Lender in conjunction with the Credit Facility, the warrants were determined to represent debt issuance

cost. The issuance-date fair value of the warrants was recorded as a debt issuance cost associated with the Term Loan and amortized as

interest over the term of the related debt. Subsequent changes in the fair value of the warrant liability are not adjustments to the

debt issuance cost and are recognized separately in earnings. Amortization expense for the years ended December 31, 2025 and 2024

was $0.1 million and less than $0.1 million, respectively and was recorded within Interest expense in the Consolidated Statement of Operations.

Total

interest expense for the Credit Facility for the years ended December 31, 2025, and 2024 was $29.6 million and $1.3 million, respectively.

The effective interest rate on the Term Loan at December 31, 2025, and 2024 was 11.1% and 11.8%, respectively.

January 6, 2025, the Company entered into Amendment No. 1 to the Credit Facility. This amendment refined terms and definitions within

the Credit Facility. On June 14, 2025, the Company entered into Amendment No. 2 to the Credit Facility. This amendment adjusts minimum

liquidity requirements to $20.0 million and increases this minimum liquidity requirement over 9 months to $30.0 million for the duration

of the Credit Facility term. The Company incurred and paid an aggregate debt issuance costs of $1.0 million related to the amendments

to the Credit Facility during 2025, consisting of $0.1 million in fees for Amendments No. 1 and No. 2 and a $0.9 million amendment fee

for Amendment No. 3 which was entered into on December 31, 2025. This amendment required the Company’s investors to make a $3.0

million equity infusion on or before March 31, 2026, provide additional monthly reporting to the lender and further adjusted minimum

liquidity requirements to $17.5 million as of December 31, 2025, $20.0 million from January 2026 through September 2026, and $25.0 million

thereafter. The Company assessed Amendments No. 1, No. 2, and No. 3 in accordance with ASC 470-50 and determined these amendments to

be debt modifications.

of December 31, 2025, the Company breached its total debt ratio covenant under the Credit Facility. The Credit Facility includes financial

covenants requiring the Company to maintain a maximum Total Leverage Ratio of 3.75 to 1.00 and minimum liquidity of $17.5 million. As

of December 31, 2025, the Company was not in compliance with the leverage ratio covenant. The Company cured this break in covenants within

the grace period specified in the credit agreement through an equity contribution received subsequent to year-end (see Note 19). This

cure resulted in debt payments not being accelerated for the Credit Facility. Subsequent to year-end, on April 14, 2026, the Company

entered into Amendment No. 4 to the Credit Facility and further adjusted minimum liquidity requirements to $15.0 million. AE and other

investors made a capital contribution of $3.2 million in form Class V Units May 2026 (see Note 19). The Company incurred an amendment

fee of $2.0 million in 2026, which has been recorded as additional deferred financing costs and is amortized over the remaining term

of the Credit Facility.

July 1, 2025, the Company drew $10.0 million under its Revolver for which the repayment is due at the Credit Facility’s maturity

on December 2029, subject to the mandatory prepayment provisions of the Credit Facility. Amounts outstanding on the Revolver as of December

31, 2025, and 2024 were $10.0 million and $0 million, respectively. The effective interest rate on the Revolver at December 31, 2025,

was 11.1%. Accrued interest for the Credit Facility of $0.7 million and $1.3 million is recorded within Accrued expenses within the Consolidated

Balance Sheets as of December 31, 2025, and 2024, respectively.

Debt

issuance cost activity was as follows (in thousands):

Balance

at December 31, 2023

$ –

Additions

9,386

Amortization

(87 )

Balance

at December 31, 2024

9,299

Additions

1,629

Amortization

(1,684 )

Balance

at December 31, 2025

$ 9,244

Estimated

future debt issuance cost amortization is presented below (in thousands):

Years

Ended December 31,

2026

$ 2,164

2027

2,273

2028

2,404

2029

2,403

$ 9,244

Goldman

Credit Agreement

The

Company was party to an amended and restated credit agreement entered on September 10, 2024 (the “Goldman Credit Agreement”),

for which Goldman Sachs Bank USA serves as an administrative agent. Although the Goldman Credit Agreement was entered into on September

10, 2024, no amounts were drawn under the facility until October 2025. The Company’s wholly owned subsidiary, REDL Intermediate

Holdings I, LLC, is included as a borrower under the facility through a promissory note. As of December 31, 2025, the Company had an

outstanding balance of approximately $12.5 million representing amounts guaranteed by AE (see Note 18).

Borrowings

under the facility bear interest at a variable rate based on SOFR plus 2.65% (approximately 6.3% on an all-in basis as of December 31,

2025). The facility provides for a contractual maturity of up to three years from issuance. However, the borrowings are callable at the

discretion of the administrative agent, and upon such demand, the Company may be required to repay outstanding amounts within 360 days.

As a result, the timing of repayment may be accelerated.

addition, the Credit Agreement permits the capitalization of accrued interest (payment-in-kind or “PIK” interest), whereby

unpaid interest may be added to the principal balance through the issuance of additional loan amounts. Amounts of $0.1 million and $0

were capitalized and added to the principal balance during the years ended December 31, 2025, and 2024, respectively.

Line

of Credit

During

2024, the Company had a $5.0 million line of credit (“LOC”) with a bank. The Company did not draw upon this LOC

at any time during the year ended December 31, 2024. As part of the acquisition of Paragon, the Company terminated the LOC agreement.

There were no outstanding balances under this credit facility at the time of its termination.

10. Redeemable

Preferred Units and Equity

The

Company’s capital structure is designed to mirror the capital structure of the Parent. For each class of interest issued by the

Parent, the Company issues a corresponding class of units having substantially equivalent economic rights and preferences. Accordingly,

issuances, conversions, forfeitures, repurchases and other changes in ownership interests at the Parent are generally reflected through

corresponding changes in the Company’s interests on a one-for-one basis. The Company’s distribution rights, liquidation preferences

and conversion features are intended to be consistent with the economic rights applicable to the corresponding interests issued by the

Parent.

Class

P Units

December 13, 2024, in connection with the financing of the acquisition of Paragon, the Company issued 252,402,492 Class P Redeemable

Preferred Units (“Class P Units”). As of December 31, 2025 and 2024, the Company had 252,402,492 Class P Units issued and

outstanding, respectively.

During

the year ended December 31, 2025, the Company recognized accretion of $0 related to the Class P Units as the carrying amount had previously

been adjusted to the Class P Units’ maximum redemption value as of December 31, 2024. During the year ended December 31, 2024,

the Company recognized accretion of $134.9 million related to the Class P Units, which reflects the adjustment of the carrying amount

to their maximum redemption value.

Distributions

are made in the following order of priority: (i) first, to the holders of Class P Units until such holders have received distributions

equal to their unreturned capital contributions; (ii) second, to the holders of Class P Units until such holders have received their

contractual preferred return; and (iii) thereafter, to the holders of Class A, Class S and then Class B Units. The Class P Units are

senior to all other classes of units with respect to distributions and liquidation proceeds and provide holders with a 1.5x multiple

on invested capital (“MOIC”).

Distributions

The

Board may declare distributions in such amounts and at such times as it determines in its discretion. Distributions may be made in cash

or in-kind property. No distributions may be made to any other class of units until the applicable 1.5x MOIC has been satisfied in full.

Thereafter, any remaining distributable amounts are distributed to holders of Class A Units, Class S Units and participating Class B

Units in accordance with the LLC Agreement.

Voting

Holders

of Class P Units do not possess voting, approval or consent rights with respect to the governance of the Company. The business and affairs

of the Company are managed by the Board.

Conversion

Features

Holders

of Class P Units may elect to convert all or a portion of their outstanding Class P Units into Class A Units at any time. In addition,

all of the Class P Units become convertible on a one-for-one basis to Class A units upon a public offering or an initial public offering

of a subsidiary.

The

Class P Units do not contain a fixed or determinable redemption date or a contractual right permitting the holder to require cash redemption

upon written notice. However, management concluded that the Class P Units are in substance currently redeemable because the Parent, as

the Company’s sole member, controls the Company’s Board and may cause the Company to make distributions that satisfy the

1.5x MOIC and result in cancellation of the Class P Units without any additional consideration payable upon cancellation. Accordingly,

settlement of the Class P holders’ economic entitlement is not solely within the Company’s control, and the Class P Units

are classified as temporary equity and presented outside permanent members’ equity. The Class P Units were initially recognized

at fair value upon issuance and are subsequently measured at their maximum redemption value.

Class

A Units

of December 31, 2025, and 2024, the Company had 81,917,797 Class A units issued and outstanding with no par value. Class A Units participate

in distributions and share in the net assets of the Company. Class A Units, together with Class S Units, represent the most subordinated

equity interests of the Company. Distributions to Class A Units are subject to a distribution waterfall, whereby holders participate

only after the 1.5x Multiple on Invested Capital (“MOIC”) liquidation preference attributable to Redeemable Preferred Units

has been satisfied. Thereafter, Class A Units participate pro-rata with Class S Units in achieving the common unit preference and continue

to share proportionately in subsequent distributions.

Class

S Units

of December 31, 2025, and 2024, the Company had 78,038,677 and 73,038,677 non- voting Class S Units issued and outstanding, respectively

with no par value. The number of Class S Units outstanding mirrors the number of Synthetic Interests issued at the REDL Ultimate Parent

LP level. At the Company level, Class S Units represent substantive equity interests with economic rights substantially identical to

Class A Units; however, unlike Class A Units, Class S Units do not possess voting rights.

Class

S Units participate in distributions and share in the net assets of the Company and, together with Class A Units, constitute the most

subordinated common equity. Similar to Class A Units, participation in distributions is subject to the satisfaction of the Redeemable

Preferred Units’ 1.5x MOIC. Thereafter, Class S Units participate proportionately with Class A Units in all subsequent distributions.

11. Equity-Based

Compensation

Incentive

Equity Plan (Class B Units)

The

Parent approved an Incentive Equity Plan (the “Plan”), including subsequent amendments, to reserve and approve the issuance

of up to 7,950,000 Class B Units. Class B Units may be granted to certain employees providing services to the Company,

pursuant to approval of the Parent. The Parent may increase the number of issued Class B Units based upon capital investments

made by the investors of the Parent, at the Board’s discretion. Underlying terms and conditions of the Class B Units

may be determined and approved by the Company prior to granting to the recipient. Such discretionary terms include but are not limited

to: (a) exercise price or threshold value and; (b) vesting criteria. Vesting is generally contingent upon service requirements

and achievement of specified performance thresholds, including internal rate of return (“IRR”) metrics and change-in-control

conditions. Any Class B Units forfeited or repurchased shall be available for future grants under the Plan.

accordance with the Parent’s Limited Partnership Agreement, prior to sale or liquidation of the Company, the Class B Units

are entitled to distributions only to the extent such distributions represent distributions of Company operating profits that the holder

of Class B Units would be entitled to immediately prior to the liquidation date, or as determined at the discretion of the

Company. Class B Units do not have voting rights. The Class B Units granted during the years ended December 31,

2025, and 2024 are subject to service, performance and market conditions. The Class B Units contain 40% time-vesting criteria over a

service requisite 5-year period from date of grant and achieving a performance threshold of an IRR, as defined in the Plan, that equals

or exceeds 8% at time of change in control, respectively. Another 40% vest at the time of change in control if the investor inflows,

as defined in the Plan, are at least two times the investor outflows, as defined in the Plan, through the change in control date. The

remaining 20% vest at the time of the change in control if the IRR, as defined in the Plan, equals or exceeds 15%. Accordingly, such

Class B Units do not vest until a change of control event occurs and the applicable vesting conditions are satisfied.

Participating

Class B Units, upon vesting, may participate in distributions in the later stages of the distribution waterfall, subject to defined participation

thresholds. Unvested Class B Units do not participate in distributions or share in losses of the Company, and the vested Class B Units

also do not share in losses of the Company. Accordingly, until vested, the Class B Units are compensatory instruments that

are contingent upon the satisfaction of service and performance conditions and do not represent substantive ownership interests in the

Company. As of December 31, 2025, and 2024, no Class B Units were vested.

share-based compensation expense related to the Class B Units was recognized during the years ended December 31, 2025, and 2024 because

the applicable performance condition had not been considered probable of achievement. As of December 31, 2025, total unrecognized compensation

cost related to nonvested Class B Units was $3.9 million.

Award

activity for the years ended December 31, 2025, and 2024 was as follows:

Number

of Class B Units

Weighted

Average Grant-Date Fair Value

Outstanding

at December 31, 2023

4,200,000

$ 0.48

Granted

450,000

0.48

Forfeited

(1,050,000 )

0.48

Outstanding

at December 31, 2024

3,600,000

0.48

Granted

4,550,000

0.51

Forfeited

(200,000 )

0.51

Outstanding

at December 31, 2025

7,950,000

$ 0.49

Determining

Fair Value

The Company

assessed the fair value of Class B Units with service, performance and market conditions as of the various grant dates in accordance

with ASC Topic 718. The Company estimates the grant-date fair value of these Class B Units based on a Black-Scholes option

pricing model. Significant assumptions used in the valuation include expected volatility, expected distribution yield, the risk-free

interest rate, expected term and the applicable participation threshold.

Key

assumptions used in the Black-Scholes option pricing model as the method of valuation are summarized as follows:

Expected

volatility: The Company estimates the volatility of its awards at the grant date based on the historical volatility of similar

publicly traded companies.

Dividend

yield: The dividend yield assumption was $0 based on the Company’s historical and projected dividend payouts.

Risk-free

interest rate: The risk-free interest rate is based on the observed interest rates appropriate for the term of the awards.

Expected

term: The average period of time an option is expected to remain outstanding before being exercised or otherwise settled.

Participation

threshold: The participation threshold represents the unit value that must be achieved before the Class B Units are entitled to participate

in distributions alongside Class A Unit holders.

Significant

assumptions used to estimate the grant-date fair value of Class B units were as follows for the years ended December 31:

Assumption

2025

2024

Expected volatility

65 %

Dividend yield

0 %

Risk-free interest rate

3.7 %

3.6 %

Expected term (years)

4.2

4.6

Participation threshold

$ 1.00

Interest

Option Plan (Class B Options)

August 2025, the Company established the 2025 Interest Option Plan (the “Option Plan”), which provides for the grant of options

to employees, consultants, directors and other service providers to acquire Class B Units of the Company (the “Class B Options”).

Class B Options vest over periods ranging from six months to four years, subject to continuous service through the vesting date. Awards

may include vesting acceleration provisions upon the occurrence of certain events or transactions (each as defined in the applicable

award agreement). The Class B Options expire up to 10 years after date of issuance. The option vesting accelerates to 100% upon a change

in control.

October 2025, the Company issued 40,136,613 Class B Options with exercise price varying from $0 to $0.64. As of December 31,2025, these

included 12,340,444 fully vested Class B Options, 27,537,059 partially vested Class B Options and 259,110 forfeited Class B Options for

a total of 39,877,503 Class B Options. The fair value attributable to precombination services of these awards was included in acquisition

accounting, while the fair value attributable to postcombination services is recognized as compensation expense over the requisite service

period. Equity compensation expense for the year ended December 31, 2025 was $5.9 million, with $5.3 million recognized in Selling, general

and administrative expenses and $0.6 million recognized in Cost of revenue, respectively, in the Consolidated Statements of Operations.

As of December 31, 2025, the unrecognized compensation expense related to Class B Options is $14.9 million. This expense will be

recognized over a weighted-average number of years of 2.8 based on the average remaining service periods for the awards.

The

following table summarizes unit option award activity during fiscal 2025:

Unit

Options

Units

Weighted

Average Exercise Price

Weighted

Average Remaining Contractual Life (In years)

Outstanding

as of December 31, 2024

$ -

Granted

40,136,613

0.10

Options

exercised

Forfeited

(259,110 )

0.22

Outstanding

as of December 31, 2025

39,877,503

0.09

9.3

Exercisable

options as of December 31, 2025

13,191,477

$ 0.08

8.7

The

weighted average fair values at grant date of options granted for the year ended December 31, 2025 is $0.66.

The

aggregate intrinsic value of the outstanding options at December 31, 2025 represents the amount of $22.4 million, which are in-the-money

as of December 31, 2025.

Determining

Fair Value

The Company

assessed the fair value of Class B Options with service and market conditions in accordance with ASC Topic 718. The fully vested

and partially vested Class B Options granted in connection with the acquisition were measured at fair value as of the acquisition date.

The remainder of the Class B Options granted were measured at fair value as of their respective grant dates.

The Company

assessed the fair value of these Class B Options based on a Black-Scholes option pricing model, adjusted for the volatility

of similar companies.

Key

assumptions used in the Black-Scholes option pricing model as the method of valuation are summarized as follows:

Expected

volatility: The Company estimates the volatility of its Awards at the grant date based on the historical volatility of similar

publicly traded companies.

Dividend

yield: The dividend yield assumption was $0 based on the Company’s historical and projected dividend payouts.

Risk-free

interest rate: The risk-free interest rate is based on the observed interest rates appropriate for the term of the Awards.

Expected

term: The average period of time an option is expected to remain outstanding before being exercised or otherwise settled.

Exercise

price: The exercise price represents the amount payable by the option holder to exercise the Class B Options.

Key

assumptions for the class B options were as follows for the years ended December 31:

Assumption

2025

Expected

volatility

65 %

Dividend

yield

0 %

Risk-free

interest rate

3.7 %

Expected

term (years)

4.2

years

12. Income

Taxes

The

components of income before taxes are as follows for the years ended December 31:

(in

thousands)

2025

2024

Loss

before income taxes

United

States

$ (47,660 )

$ (35,368 )

Foreign

15,500

19,945

Loss

before income taxes

$ (32,160 )

$ (15,423 )

Income

tax expense is comprised of the following for the years ended December 31:

(in

thousands)

2025

2024

Current:

Federal

$ 835

$ 43

State

and local

Foreign

1,900

2,343

Total

current income tax expense

2,830

2,391

Deferred:

Federal

(2,866 )

(1,892 )

State

and local

457

(816 )

Foreign

516

(101 )

Total

deferred income tax benefit

(1,893 )

(2,809 )

Total

income tax expense (benefit), net

$ 937

$ (418 )

The

provision for income tax using statutory U.S. federal tax rate of 21% is reconciled to the Company’s effective tax rate as follows,

pursuant to the disclosure requirements of ASU 2023-09 for the year ended:

(in

thousands)

December

31, 2025

U.S.

federal statutory tax rate

$ (6,354 )

21.0 %

State

and local income taxes, net of federal tax effect1

436

(1.4 )%

Foreign

tax effects

Israel

Statutory

tax rate difference between Israel and United States

(797 )

2.6 %

Preferred

tax benefit regimes

3,891

(12.9 )%

Withholding

taxes

224

(0.7 )%

based compensation

1,390

(4.6 %)

Currency

gain/loss

(778 )

2.6 %

Nontaxable

or Nondeductible Items

284

Other

(0.3 )%

Other

foreign tax effects

(0.2 )%

Tax

credits

Foreign

tax credits

(1,263 )

4.2 %

Effect

of cross-border tax laws

Global

Intangible Low-Taxed Income (“GILTI”)

7,881

(26.0 )%

Nontaxable

or nondeductible items

Earnout

liability

(6,573 )

21.7 %

Transaction

costs

(788 )

2.6 %

Other

133

(0.4 )%

Changes

in valuation allowances

2,963

(9.8 )%

Other

Other,

net

163

(1.5 )%

$ 937

(3.2 )%

1 State

taxes in Virginia for 2025 made up the majority (greater than 50%) of the tax effect in this

category.

The

provision for income tax using statutory U.S. federal tax rate of 21.0% is reconciled to the Company’s effective tax rate as follows

for the years ended December 31, 2024:

(in

thousands)

Income

tax benefit at statutory rate

21 %

State

and local income taxes, net of federal tax effect

4 %

Statutory

tax rate difference

(2 )%

Preferred

tax benefit regimes

12 %

Withholding

taxes

(5 )%

GILTI

(9 )%

Transaction

costs

(19 )%

Effective

income tax rate

2 %

Temporary

differences and carryforwards that gave rise to significant portions of deferred taxes were as follows as of December 31:

(in

thousands)

2025

2024

Deferred

tax assets

Accrued

paid-time off

$ 682

$ 479

Leases

2,161

2,263

Depreciation

–

Research

and experimental expenditures

–

540

Business

interest expense limitation

5,866

658

Equity

compensation

–

Federal

net operating loss

210

5,452

State

net operating loss

1,074

1,433

Other

158

–

10,151

10,888

Valuation

allowance

(4,298 )

–

Total

deferred tax assets

$ 5,853

$ 10,888

Deferred

tax liabilities

Intangible

assets

(54,890 )

(62,349 )

Withholding

taxes

(2,372 )

(2,148 )

Depreciation

(112 )

–

Right-of-use

lease assets

(2,026 )

(2,224 )

Total

deferred tax liabilities

(59,400 )

(66,721 )

Net

deferred tax liability

$ (53,547 )

$ (55,833 )

The

Company has provided foreign withholding taxes on the undistributed earnings of its foreign subsidiary as of December 31, 2025 and

2024 because it does not intend to reinvest such earnings outside of the U.S. permanently.

The Company

has generated net operating loss carryforwards for tax purposes of approximately $4.8 million pre-tax as of the year ended December 31,

2025 and $26.0 million pre-tax as of the year ended December 31, 2024 at the U.S. Federal level and $20.8 million pre-tax as of the year

ended December 31, 2025 and $29.3 million pre-tax as of the year ended December 31, 2024 at the State level, which can be carried forward

to offset future taxable income. The U.S. Federal net operating loss carryover does not expire. The State net operating loss carryover

contains $20.7 million which does not expire and $34 thousand which expire in 2044 if not utilized.

Management

assesses the available positive and negative evidence to estimate the future realization of deferred tax assets. On the basis of this

evaluation, as of December 31, 2025, a valuation allowance of ($4.3) million has been recorded to recognize only the portion of the deferred

tax asset that is more likely than not to be realized. The valuation allowance recorded is primarily related to U.S. federal deferred

tax assets that are not expected to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted

if additional objectively verifiable positive evidence materializes in future reporting periods, such as a demonstrated operating profitability.

The

following table presents a summary of the valuation allowance roll forward:

Charged

to income tax expense

(in

thousands)

Beginning

of Period

Additions

Deductions

End

Period

Year

ended December 31, 2024

Deducted

from asset accounts:

Valuation

allowance on deferred tax assets

Total

–

Year

ended December 31, 2025

Deducted

from asset accounts:

Valuation

allowance on deferred tax assets

4,298

Total

–

4,298

–

4,298

Income

taxes paid (net of refunds) exceeded 5 percent of total income taxes paid (net of refunds) in the following jurisdictions for the years

ended December 31:

(in

thousands)

2025

2024

U.S.

Federal

$ 1,404

$ –

U.S.

State and Local

Other

Foreign

Israel

3,431

Total

$ 4,843

$ 44

July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes significant provisions,

such as the permanent extension of certain expiring provisions of the United States Tax Cuts and Jobs Act and amends other provisions

of the Internal Revenue Code. The legislation has multiple effective dates, with certain provisions effective in 2025 and others through

2027. The OBBBA did not have a material impact on the Company’s consolidated financial statements.

The

Company accounts for uncertainty in income taxes in accordance with Accounting Standards Codification 740-10. The Company recognizes

the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination

by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements are measured

based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company

did not have unrecognized tax benefits as of December 31, 2025 and 2024.

The

Company files tax returns in U.S. federal and state jurisdictions. The Company is no longer subject to U.S. federal examinations by the

Internal Revenue Service for years before 2021 and is no longer subject to examinations by state authorities before 2020. The Company

is no longer subject to Israel or Germany examinations before 2020.

13. Revenue

The

Company generates revenue from the sale of product licenses, maintenance & support services and consulting services. Revenue is originated

in the United States for REDLattice and in Israel for Paragon.

The

following table presents revenue disaggregated by timing of revenue recognition for the years ended December 31:

(in

thousands)

2025

2024

Revenue

recognized over time

$ 97,545

$ 26,293

Revenue

recognized at a point in time

148,733

35,991

Total

$ 246,278

$ 62,284

Concentration

The

Company’s customers are primarily comprised of governmental entities. For the purposes of assessing concentration risk, the Company

considers each entity and agency to be discrete customers. One customer represented 14% of revenue for the year ended December 31,

2025, which was attributable to the Paragon segment. Three customers represented 16%, 15% and 15% of revenue for the year ended December 31,

2024, of which the customers representing 16% and 15% were attributable to the REDLattice segment and the remaining customer representing

15% was attributable to the Paragon segment. Four customers represented 27%, 20%, 15%, and 14% of accounts receivables as of December 31,

2025. Two customers represented 32% and 19% of accounts receivable as of December 31, 2024.

The

contract assets as of December 31, 2025 are associated with one customer. There were no contract assets as of December 31, 2024.

Contract

Assets and Contract Liabilities

Contract

assets are the rights to consideration in exchange for goods or services that the Company has transferred to a customer when that

right is conditional on something other than the passage of time. Contract assets were $15.3 million as of December 31, 2025. Contract

assets were not present as of December 31, 2024. Contract assets are classified as current due to the short time period between recognition

and collection and are recorded separately in the Consolidated Balance Sheets. The changes in contract assets are primarily due to timing

differences between the Company’s performance of services or a sale of licenses and the related right for consideration to become

unconditional (i.e., timing of contract assets being reclassified to a receivable).

Contract

liabilities are recorded for any services billed to customers and not yet recognizable if the contract period has commenced or for the

amount collected from customers in advance of the contract period commencing. Contract liabilities are classified as current and noncurrent

and are presented as Deferred revenue in the Consolidated Balance Sheets.

Deferred

revenue consisted of the following as of December 31:

(in thousands)

2025

2024

Deferred revenue - beginning of the year

$ 19,525

$ 1,398

Additions (advance received)

21,986

12,374

Acquired deferred revenue (Paragon acquisition - Note 3)

12,704

Revenue recognized

(18,130 )

(6,951 )

Deferred revenue - end of the year

23,381

19,525

Less: Deferred revenue, current

(23,292 )

(18,788 )

Deferred revenue, noncurrent

$ 89

$ 737

Deferred

revenue during the years ended December 31, 2025 and 2024 mainly changed due to (1) the acquisition of Paragon (Note 3) and

(2) revenue recognized in the period from amounts included in contracts liability as of January 1, 2025 or 2024. Deferred revenue

is primarily maintenance revenue paid up front which is recognized over the contract term.

Remaining

Performance Obligations

The

Company’s remaining performance obligations are comprised of product and services revenue not yet delivered. As of December

31, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $137.9 million. The Company

expects to recognize $62.6 million and $36.2 million over months 13-24, and the remainder over the four years thereafter.

Accounts

Receivable

Accounts

receivable consisted of the following as of December 31:

(in

thousands)

2025

2024

Billed

receivables

$ 19,397

$ 27,220

Unbilled

receivables

53,234

30,466

Total

$ 72,631

$ 57,686

The Company’s

accounts receivables do not bear interest, and they are recorded at the invoiced amount less an allowance for any potentially uncollectable

accounts under the CECL model. As of December 31, 2025 and 2024, there was no allowance for credit losses.

The Company’s

unbilled receivables against revenues recognized prior to receipt of payment, and these amounts are generally billed and collected within

one year. Unbilled receivables are classified as current due to the short time period between recognition and collection and are included

in Accounts receivable in the Consolidated Balance Sheets.

Contract

costs

The

Company pays bonuses to business development personnel and fees to third-party in-country representatives; however, these costs are expensed

because they are not directly attributable to obtaining specific individual customer contracts.

The Company

defers costs to fulfill its contractual obligations if those costs meet all of the following criteria: (i) the costs relate directly

to the contract, (ii) the costs generate or enhance resources of the Company that will be used in satisfying performance obligations

in the future, and (iii) the costs are expected to be recovered. The Company did not defer any material costs as of December 31,

2025, and 2024.

Loss

Contracts

The

Company evaluates its contracts for expected losses and recognizes such losses when they are probable and estimable. No material losses

on contracts were identified for the periods presented.

14. Loss

per Unit

The

computation of loss per unit and weighted-average units outstanding for the periods presented is as follows. The Company applies the

two-class method for computing and presenting loss per unit, which allocates current period net loss between common units and participating

securities based on dividends declared and participation rights in undistributed earnings or losses.

The

Company has issued Class A, Class S, Class B and Redeemable Preferred Units, as described in Notes 10-11. The Class A and Class S Units

of the Company have the same economic rights, participate in losses of the Company, and are the Company’s most subordinated equity.

As the economic rights between the two units are identical, the presentation of net income (loss) per unit is shown on a combined basis.

The

Class B and Redeemable Preferred Units of the Company are considered participating securities. Under the two-class method, net losses

are not allocated to the Class B and Redeemable Preferred Units as the holders of these units do not have a contractual obligation to

share in the Company’s losses.

Basic

net loss per unit is computed by dividing net loss allocated to Class A and Class S Units by the weighted-average units outstanding during

the period. Further, for the Company’s Redeemable Preferred Units, consistent with ASC 480-10-S99-3A(20), any adjustment to the

maximum redemption amount as of each balance sheet date is treated in the same manner as dividends when calculating income available

to common unitholders (i.e., increase or decrease the loss per unit numerator). Diluted net loss per unit reflects the potential dilution

that would occur if securities or other contracts to issue common units were exercised or converted into common units.

For

the years ended December 31, 2025 and 2024, the Company was in a net loss position. Accordingly, all potentially dilutive securities,

including warrants, Redeemable Preferred Units, Class B Units, options, and earnout-related units, were excluded from the computation

of diluted net loss per unit as their inclusion would have been anti-dilutive. Therefore, basic and diluted net loss per unit are the

same for all periods presented.

The

following table sets forth the computation of the Company’s basic and diluted net loss per unit for the years ended December 31:

(in

thousands except unit and per unit data)

2025

2024

Numerator

(basic and diluted):

Net

loss

$ (33,097 )

$ (15,005 )

Accretion

of Redeemable Preferred Units

(134,864 )

Net

loss per unit

(33,097 )

(149,869 )

Denominator

(basic and diluted):

Total

weighted average units outstanding - Basic and diluted

157,456,474

85,499,732

Loss

per unit:

Basic

and diluted EPU - Common Units

$ (0.21 )

$ (1.75 )

For

the years ended December 31, 2025 and 2024, 439 million and 413 million units, respectively, were excluded from the calculation

of diluted weighted average units outstanding as the inclusion of these units would have an anti-dilutive effect. The antidilutive

units noted relate to the potentially dilutive securities above.

15. Commitments

and Contingencies

The Company

is subject to litigation and claims arising from time to time in the ordinary course of business. These matters may include, among others,

commercial disputes, intellectual property matters, employment-related claims, and regulatory inquiries. The Company reviews the status

of each matter and assesses its potential financial exposure. The Company will accrue a liability for such matters when it is probable

that liability has been incurred, and the amount can be reasonably estimated. Legal costs associated with such matters are expensed as

incurred. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within

the range is a better estimate than any other amount within the range, the minimum amount in the range is accrued.

Although

legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently

pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in aggregate,

is not expected to have a material impact on the Company’s consolidated financial statements.

of December 31, 2025 and 2024, the Company has recorded no accruals related to legal contingencies.

The

Earnout Obligation will be paid out in cash, equity, or a combination of the two. Refer to Note 2 and Note 3.

The

Company’s commitments related to operating leases are disclosed in Note 7.

of December 31, 2025, the Company has bank guarantees in the amount of $0.8 million which are mainly issued for securing lease payments.

Government

Business

The

Company provides products and services to agencies of governments and, accordingly, is subject to various risks associated with government

contracting, including changes in funding, contract modifications or terminations, and compliance with applicable procurement laws and

regulations. Such contracts may be subject to audits, investigations, and reviews by governmental authorities.

From

time to time, the Company may be involved in claims, disputes, or legal proceedings arising in the ordinary course of business, including

matters related to its government contracts. The Company is unable to predict the outcome of such matters or estimate the range of potential

loss, if any. Management continues to evaluate these matters and will update disclosures, as appropriate.

16. Segment

Information

The

company operates through two reportable segments: REDLattice and Paragon, which reflect the manner in which the Company’s Chief

Operating Decision Maker (“CODM”), the Chief Executive Officer, evaluates performance and allocates resources.

REDLattice

represents the Company’s legacy U.S. based operations and derives revenue from the sale of cybersecurity products, licenses, maintenance

and support services, and consulting services. Paragon represents the Company’s international operations acquired in December 2024

and derives revenue from the development and sale of cyber intelligence platform solutions to governmental customers.

The

CODM evaluates the performance of the Company’s reportable segments based on segment gross profit, which is defined as segment

revenue less cost of revenue, excluding related depreciation and amortization expense. The CODM uses segment gross profit to assess each

segment’s operating performance by comparing actual results to budgeted and forecasted results and evaluating period-over-period

changes in revenue and cost of revenue. The CODM considers these results in identifying operating trends and assessing whether each segment

is achieving its financial and operational objectives. The CODM uses budgeted segment gross profit versus actual results, as well as

periodic forecasting analyses, in assessing the performance of the segments and making decisions regarding the allocation of personnel,

financial, and other operating resources between the REDLattice and Paragon segments. The CODM does not receive or review asset information

by segment.

The

following tables present revenue and cost of revenue, excluding related depreciation and amortization expense, by segment for the years

ended December 31, 2025, and 2024.

(in

thousands)

For

the year ended

December 31,

2025

REDLattice

Paragon

Product

$ 32,568

$ 115,527

Maintenance

1,493

52,785

Services

23,555

20,350

Total

revenue

$ 57,616

$ 188,662

Product

and maintenance cost (exclusive of depreciation and amortization)

(14,295 )

(22,533 )

Services

cost (exclusive of depreciation and amortization)

(13,252 )

Cost

of revenue (exclusive of depreciation and amortization)

$ (27,547 )

(22,533 )

Segment

gross profit

$ 30,069

$ 166,129

(in

thousands)

For

the year ended

December 31,

2024

REDLattice

Paragon

Product

$ 10,493

$ 25,498

Maintenance

2,087

Services

23,850

356

Total

revenue

$ 34,343

$ 27,941

Product

and maintenance cost (exclusive of depreciation and amortization)

(3,086 )

(1,075 )

Services

cost (exclusive of depreciation and amortization)

(16,716 )

(598 )

Cost

of revenue (exclusive of depreciation and amortization)

$ (19,802 )

(1,673 )

Segment

gross profit

$ 14,541

$ 26,268

The

following table reconciles segment gross profit to loss before income tax expense (benefit) for the years ended December 31:

(in

thousands)

2025

2024

Segment

gross profit

$ 196,198

$ 40,809

Selling,

general and administrative

(76,491 )

(14,302 )

party expenses

(2,299 )

(760 )

Research

and development

(82,916 )

(3,455 )

Depreciation

and Amortization

(63,732 )

(6,182 )

Change

in earnout obligation fair value

31,300

Transaction

costs

(13,696 )

Transaction

costs, related party

(15,000 )

Other

expense, net

(135 )

Foreign

currency loss (gain), net

(3,415 )

(377 )

Change

in warrant liability fair value

(1,350 )

Interest

expense

(29,320 )

(2,460 )

Loss

before income tax expense (benefit)

$ (32,160 )

$ (15,423 )

Geographical

information

Revenue

is attributed to geographic areas based on where the entity which generated the revenue is domiciled. The following table presents the

country where the entity that generated the revenue is domiciled for the years ended December 31:

(in

thousands)

2025

2024

United

States

$ 57,616

$ 34,343

Israel

188,662

27,941

Total

Revenue

$ 246,278

$ 62,284

The

following table presents long-lived assets for the years presented, based on geographical areas which consist of property and equipment,

net and operating lease right-of-use assets for the years ended December 31:

(in

thousands)

2025

2024

United

States

$ 4,701

$ 5,567

Israel

25,834

20,411

Total

long-lived assets

$ 30,535

$ 25,978

17. Benefit

Plan

The Company

has a 401(k) plan covering substantially all full-time employees in the United States who have completed required minimum lengths of

service and are at least twenty-one years of age. Participants may make voluntary contributions up to the maximum amount allowable by

law. The Company contributes on a discretionary and nondiscretionary basis with such contributions vesting over varying lengths

of time. Matching contributions for the years ended December 31, 2025 and 2024 were $1.6 million and $1.3 million, respectively,

and are included in Selling, general and administrative in the Consolidated Statements of Operations.

Pursuant

to Section 14 of Israel’s Severance Compensation Law, 1963 (“Section 14”), all of the Company’s Israeli

employees are included under Section 14 and entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in their

name with insurance companies. Payments in accordance with Section 14 release the Company from any future severance payments in

respect of those employees. As a result, the related obligation and amounts deposited on behalf of such obligation are not stated on

the Consolidated Balance Sheets as the Company is legally released from severance obligation to employees once the amounts have

been deposited and the Company has no further legal ownership on the amounts deposited. For the years ended December 31, 2025 and

2024, Section 14 expense amounted to $5.6 million and $0.2 million, respectively, and are included in Selling, general and administrative

in the Consolidated Statements of Operations.

Additionally,

the Company’s Israeli employees participate in pension plans administered by third-party insurance companies and pension fund providers

selected by the employees. The Company’s obligation is limited to making the required contributions under Israeli law, and the

Company does not administer or manage the pension plans. Once the required contributions are deposited with the pension provider of the

employee’s choice, the Company has no further funding obligation with respect to the pension plans. As such, these pension arrangements

are accounted for as defined contribution plans. For the years ended December 31, 2025 and 2024, pension contribution expenses amounted

to $4.4 million and $0.2 million, respectively, and are included in Selling, general and administrative, in the Consolidated Statements

of Operations.

18. Related

Party Transactions

The

Company engages in transactions with related parties, including AE and board member of the Company as follows:

party expenses

connection with the acquisition of Paragon in 2024 (Note 3), the Company paid AE $15.0 million in transaction costs.

The

following table sets forth a summary of transactions and balances with AE as of December 31:

(in

thousands)

2025

2024

Expense

reimbursements

$ 131

$ 160

Transaction

costs

15,000

Management

fees

2,168

600

Total

$ 2,299

$ 15,760

party lease

The Company

leased two office spaces from a board member with lease term expiring in December 2025 and March 2026. Refer to Note 19 for subsequent

events related to this lease. The Company recognized $0.3 million and $0.3 million in lease expense for the years ended December 31,

2025 and 2024, respectively.

party payable

The

following table presents a reconciliation of the Company’s related party payable balance for the year ended December 31, 2025:

(in

thousands)

party

payable

Outstanding

as at December 31, 2023

$ -

Management

fees and related party expenses incurred

760

Management

fees and related party expenses paid during the year

(760 )

Jefferies

fee

7,606

Outstanding

as at December 31, 2024

$ 7,606

Management

fees and related party expenses incurred

2,299

Management

fees and related party expenses paid

(444 )

Jefferies

fee paid

(7,606 )

Outstanding

as December 31, 2025

$ 1,855

party note payable

part of the Company’s acquisition of REDLattice on January 25, 2023, the Company issued a note payable to the seller,

and a current board member of the Company, for $17.5 million (“Related Party Note Payable”). The Related Party

Note Payable was to become due as a lump sum payment on the loan’s maturity date of January 25, 2028, with interest paid

quarterly at an annual rate of 6.50%. During 2024 the Company fully paid off the Related Party Note Payable.

Total

interest expense for the Note Payable for the years ended December 31, 2025, and 2024 was $0 and $1.1 million, respectively.

party promissory note

June 16, 2025, the Company issued a $6.0 million promissory note with AE (the “June 2025 Note”). The June 2025 Note had a

term of one year with a June 15, 2026 maturity date and carried an interest rate of 15.0% per annum. Interest was due and payable in

arrears on an annual basis.

addition, on October 1, 2025, the Company issued a $6.0 million promissory note with AE (the “October 2025 Note”, together

with the June 2025 Note, “AE Notes”). The October 2025 Note was payable on demand and carried an interest at 15.0% per annum.

Total

interest expense recognized on the AE Notes during the year ended December 31, 2025 was approximately $0.4 million.

October 30, 2025, the Company drew the total outstanding obligation of the AE Notes under the Goldman Sachs Credit Agreement to settle

the balance of the AE Notes. As the Goldman Sachs Credit Agreement is a revolving facility with a different lender, the Company accounted

for the transaction as a debt extinguishment. Accordingly, the AE Notes were derecognized and the borrowings under the Goldman Sachs

Credit Agreement were recognized as incremental debt under the Goldman Sachs Credit Agreement as of October 30, 2025.

The

Company determined that the reacquisition price of the new debt approximated the net carrying amount of the AE Notes immediately prior

to the exchange. As a result, no gain or loss was recognized upon extinguishment.

The

Company’s debt agreement with Goldman Sachs (Note 9) includes a guarantee provided by AE.

19. Subsequent

Events

preparing these consolidated financial statements, the Company evaluated events and transactions for potential recognition or disclosure

through September [X], 2026, the date on which the consolidated financial statements were available to be issued.

Leases

January 2026, the Company entered into an additional lease for certain office space from a board member of the Company which expires

in March 2036. Total future minimum lease payments related to the lease are $3.7 million.

Amendments

to the Credit Facility

April 14, 2026, the Company entered into Amendment No. 4 to the Credit Facility (Note 9). Amendment No. 4 provided the Company with a

waiver of the financial covenant under the Credit Facility. Among other matters, Amendment No. 4 waived certain specified events of default

related to the Company’s compliance with certain financial covenants and related notice requirements for the fiscal quarter ended

March 31, 2026.

Amendment

No. 4 also established certain milestones related to a potential deSPAC transaction and related private investment in public equity (“PIPE”)

financing. The milestones include requirements related to the execution of transaction and financing arrangements and the consummation

of the deSPAC transaction and PIPE financing by December 31, 2026. Failure to satisfy an applicable milestone, following a 14-day grace

period and unless otherwise extended by the Collateral Agent, may result in an event of default under the Credit Facility.

[As

of the date the consolidated financial statements were available to be issued, the Company [had satisfied all applicable milestones /

had obtained extensions of the applicable milestones / was in compliance with the applicable requirements].

Issuance

of Class B Options

April 24, 2026, the Company granted 1,648,616 Class B Options under the 2025 Interest Option Plan, with an exercise price of $0.25 per

unit.

Draws

and repayment under the Goldman Credit Agreement

The

Company drew $18.3 million, $9.0 million, and $23.0 million on March 4, 2026, March 31, 2026, and April 17, 2026, respectively, under

the Goldman Credit Agreement. The Company repaid $3.2 million and $60.8 million, including accrued interest, on May 7, 2026 and June

26, 2026, respectively. Following the repayment, the Company drew $19.7 million under the Goldman Credit Agreement and as of June 30,

2026, the outstanding balance was $20.0 million.

Issuance

of Class V Units

May and June 2026, the Company issued 32,002,817 Class V Units to certain investors for aggregate cash proceeds of $64 million, of which

$60.8 million was used to repay the outstanding balance under the Goldman Credit Agreement on June 26, 2026.

The

Class V Units represent a preferred equity interest that accrues a 12% annual yield and has a distribution preference designed to provide

holders with a minimum 1.5x multiple on invested capital before distributions are made to other equity classes, except for Class P Units.

Upon the occurrence of a qualified initial public offering or qualifying equity financing, the Class V Units automatically convert into

Class A Units at a valuation-based conversion discount. In addition, upon a sale of the Company, holders are entitled to receive the

greater of (i) the amount payable pursuant to the Class V distribution waterfall or (ii) the amount they would receive on an as-converted

basis. The Class V Units do not provide governance or voting rights.

Business

Combination Agreement

[Date of Execution], 2026, the Company entered into a business combination agreement with Bold Eagle Acquisition Corp. (“BEAC”)

and BEAC Merger Sub, LLC (“Merger Sub”) (the “Agreement”). Pursuant to the Agreement, BEAC will domesticate as

a Delaware corporation and Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary

of the post-combination publicly traded company (the “Merger”). The Agreement contemplates an enterprise value of the Company

to be approximately $2.0 billion, subject to adjustments for closing indebtedness and other customary items. In connection with the Merger,

BEAC has entered into subscription agreements with certain investors to provide additional financing through a PIPE.

GRAPHIC

Filename: ea030545301_ex4-1img1.jpg · Sequence: 12

Binary file (2323 bytes)

Download ea030545301_ex4-1img1.jpg

GRAPHIC

Filename: ea030545301_ex4-1img2.jpg · Sequence: 13

Binary file (1879 bytes)

Download ea030545301_ex4-1img2.jpg

GRAPHIC

Filename: ea030545301_ex4-1img3.jpg · Sequence: 14

Binary file (1913 bytes)

Download ea030545301_ex4-1img3.jpg

GRAPHIC

Filename: ea030545301_ex4-1img4.jpg · Sequence: 15

Binary file (2526 bytes)

Download ea030545301_ex4-1img4.jpg

GRAPHIC

Filename: ea030545301_ex4-1img5.jpg · Sequence: 16

Binary file (1736 bytes)

Download ea030545301_ex4-1img5.jpg

GRAPHIC

Filename: ea030545301_ex4-1img6.jpg · Sequence: 17

Binary file (2425 bytes)

Download ea030545301_ex4-1img6.jpg

GRAPHIC

Filename: ea030545301_ex99-2img1.jpg · Sequence: 18

Binary file (616255 bytes)

Download ea030545301_ex99-2img1.jpg

GRAPHIC

Filename: ea030545301_ex99-2img2.jpg · Sequence: 19

Binary file (847137 bytes)

Download ea030545301_ex99-2img2.jpg

GRAPHIC

Filename: ea030545301_ex99-2img3.jpg · Sequence: 20

Binary file (748032 bytes)

Download ea030545301_ex99-2img3.jpg

GRAPHIC

Filename: ea030545301_ex99-2img4.jpg · Sequence: 21

Binary file (669539 bytes)

Download ea030545301_ex99-2img4.jpg

GRAPHIC

Filename: ea030545301_ex99-2img5.jpg · Sequence: 22

Binary file (644347 bytes)

Download ea030545301_ex99-2img5.jpg

GRAPHIC

Filename: ea030545301_ex99-2img6.jpg · Sequence: 23

Binary file (365817 bytes)

Download ea030545301_ex99-2img6.jpg

GRAPHIC

Filename: ea030545301_ex99-2img7.jpg · Sequence: 24

Binary file (337906 bytes)

Download ea030545301_ex99-2img7.jpg

GRAPHIC

Filename: ea030545301_ex99-2img8.jpg · Sequence: 25

Binary file (335064 bytes)

Download ea030545301_ex99-2img8.jpg

GRAPHIC

Filename: ea030545301_ex99-2img9.jpg · Sequence: 26

Binary file (400836 bytes)

Download ea030545301_ex99-2img9.jpg

GRAPHIC

Filename: ea030545301_ex99-2img10.jpg · Sequence: 27

Binary file (368428 bytes)

Download ea030545301_ex99-2img10.jpg

GRAPHIC

Filename: ea030545301_ex99-2img11.jpg · Sequence: 28

Binary file (469722 bytes)

Download ea030545301_ex99-2img11.jpg

GRAPHIC

Filename: ea030545301_ex99-2img12.jpg · Sequence: 29

Binary file (340831 bytes)

Download ea030545301_ex99-2img12.jpg

GRAPHIC

Filename: ea030545301_ex99-2img13.jpg · Sequence: 30

Binary file (330223 bytes)

Download ea030545301_ex99-2img13.jpg

GRAPHIC

Filename: ea030545301_ex99-2img14.jpg · Sequence: 31

Binary file (437492 bytes)

Download ea030545301_ex99-2img14.jpg

GRAPHIC

Filename: ea030545301_ex99-2img15.jpg · Sequence: 32

Binary file (327662 bytes)

Download ea030545301_ex99-2img15.jpg

GRAPHIC

Filename: ea030545301_ex99-2img16.jpg · Sequence: 33

Binary file (428257 bytes)

Download ea030545301_ex99-2img16.jpg

GRAPHIC

Filename: ea030545301_ex99-2img17.jpg · Sequence: 34

Binary file (237327 bytes)

Download ea030545301_ex99-2img17.jpg

GRAPHIC

Filename: ea030545301_ex99-2img18.jpg · Sequence: 35

Binary file (441214 bytes)

Download ea030545301_ex99-2img18.jpg

GRAPHIC

Filename: ea030545301_ex99-2img19.jpg · Sequence: 36

Binary file (267808 bytes)

Download ea030545301_ex99-2img19.jpg

GRAPHIC

Filename: ea030545301_ex99-2img20.jpg · Sequence: 37

Binary file (274230 bytes)

Download ea030545301_ex99-2img20.jpg

GRAPHIC

Filename: ea030545301_ex99-2img21.jpg · Sequence: 38

Binary file (428897 bytes)

Download ea030545301_ex99-2img21.jpg

GRAPHIC

Filename: ea030545301_ex99-2img22.jpg · Sequence: 39

Binary file (254113 bytes)

Download ea030545301_ex99-2img22.jpg

GRAPHIC

Filename: ea030545301_ex99-2img23.jpg · Sequence: 40

Binary file (296183 bytes)

Download ea030545301_ex99-2img23.jpg

GRAPHIC

Filename: ea030545301_ex99-2img24.jpg · Sequence: 41

Binary file (214535 bytes)

Download ea030545301_ex99-2img24.jpg

GRAPHIC

Filename: ea030545301_ex99-2img25.jpg · Sequence: 42

Binary file (400895 bytes)

Download ea030545301_ex99-2img25.jpg

GRAPHIC

Filename: ea030545301_ex99-2img26.jpg · Sequence: 43

Binary file (590369 bytes)

Download ea030545301_ex99-2img26.jpg

GRAPHIC

Filename: ea030545301_ex99-2img27.jpg · Sequence: 44

Binary file (48889 bytes)

Download ea030545301_ex99-2img27.jpg

GRAPHIC

Filename: ea030545301_ex99-2img28.jpg · Sequence: 45

Binary file (340838 bytes)

Download ea030545301_ex99-2img28.jpg

GRAPHIC

Filename: ea030545301_ex99-2img29.jpg · Sequence: 46

Binary file (491589 bytes)

Download ea030545301_ex99-2img29.jpg

GRAPHIC

Filename: ea030545301_ex99-2img30.jpg · Sequence: 47

Binary file (448108 bytes)

Download ea030545301_ex99-2img30.jpg

GRAPHIC

Filename: ea030545301_ex99-2img31.jpg · Sequence: 48

Binary file (409503 bytes)

Download ea030545301_ex99-2img31.jpg

GRAPHIC

Filename: ea030545301_ex99-2img32.jpg · Sequence: 49

Binary file (400215 bytes)

Download ea030545301_ex99-2img32.jpg

GRAPHIC

Filename: ea030545301_ex99-2img33.jpg · Sequence: 50

Binary file (321126 bytes)

Download ea030545301_ex99-2img33.jpg

GRAPHIC

Filename: ea030545301_ex99-2img34.jpg · Sequence: 51

Binary file (195050 bytes)

Download ea030545301_ex99-2img34.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 57

v3.26.3

Cover

Sep. 25, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 25, 2026

Entity File Number

001-42385

Entity Registrant Name

BOLD EAGLE ACQUISITION CORP.

Entity Central Index Key

0001852207

Entity Tax Identification Number

00-0000000

Entity Incorporation, State or Country Code

Entity Address, Address Line One

955 Fifth Avenue

Entity Address, City or Town

New York

Entity Address, State or Province

Entity Address, Postal Zip Code

10075

City Area Code

(310)

Local Phone Number

209-7280

Written Communications

true

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

Units, each consisting of one Class A ordinary share, $0.0001 par value, and one right to receive one twentieth (1/20) of a Class A ordinary share

Title of 12(b) Security

Units, each consisting of one Class A ordinary share, $0.0001

par value, and one right to receive one twentieth (1/20) of a Class A ordinary share

Trading Symbol

BEAGU

Security Exchange Name

NASDAQ

Class A ordinary shares, $0.0001 par value

Title of 12(b) Security

Class A ordinary shares, $0.0001 par value

Trading Symbol

BEAG

Security Exchange Name

NASDAQ

Rights, each entitling the holder to receive one twentieth (1/20) of one Class A ordinary share

Title of 12(b) Security

Rights, each entitling the holder to receive one twentieth

(1/20) of one Class A ordinary share

Trading Symbol

BEAGR

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=BEAGU_UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOneRightToReceiveOneTwentieth120OfClassOrdinaryShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=BEAGU_ClassOrdinaryShares0.0001ParValueMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=BEAGU_RightsEachEntitlingHolderToReceiveOneTwentieth120OfOneClassOrdinaryShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: