BUSINESS COMBINATION AGREEMENT by and among BIGTINCAN HOLDINGS LIMITED, BIGTINCAN LIMITED, BTH MERGER SUB LIMITED, and INVESTCORP AI ACQUISITION CORP. dated as of October 21, 2024

Exhibit 2.1

BUSINESS COMBINATION AGREEMENT

by and among

BIGTINCAN HOLDINGS LIMITED,

BIGTINCAN LIMITED,

BTH MERGER SUB LIMITED,

and

INVESTCORP AI ACQUISITION CORP.

dated as of

October 21, 2024

TABLE OF CONTENTS

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BUSINESS COMBINATION AGREEMENT

THIS BUSINESS COMBINATION AGREEMENT, dated as of October 21, 2024 (this “Agreement”), by and among Bigtincan Holdings Limited, an Australian public company listed on the Australian Securities Exchange (the “ASX”) with Australian Company Number (ACN) ▇▇▇ ▇▇▇ ▇▇▇ (the “Company”), Bigtincan Limited, a Cayman Islands exempted company (“Pubco”), BTH Merger Sub Limited, a Cayman Islands exempted company and a direct, wholly owned Subsidiary of Pubco (“Merger Sub”), and Investcorp AI Acquisition Corp., a Cayman Islands exempted company (“SPAC”, and together with the Company, Pubco and Merger Sub, the “Parties” and each a “Party”).

WHEREAS, the Company is an Australian public company listed on the ASX with Australian Company Number (ACN) ▇▇▇ ▇▇▇ ▇▇▇ whose issued and outstanding Company Ordinary Shares are collectively owned by the Company Shareholders;

WHEREAS, Pubco is a newly incorporated Cayman Islands exempted company with limited liability that is owned entirely by a nominee who is not a U.S. citizen or resident (the “Pubco Sole Shareholder”);

WHEREAS, Merger Sub is a newly incorporated Cayman Islands exempted company with limited liability that is a direct, wholly-owned Subsidiary of Pubco;

WHEREAS, SPAC is a blank check company incorporated in the Cayman Islands and formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses;

WHEREAS, upon the terms and subject to the conditions set forth in this Agreement and the Plan of Merger, and in accordance with the Cayman Companies Act, at the SPAC Merger Effective Time, SPAC will merge with and into Merger Sub (the “SPAC Merger”), and as a result of the SPAC Merger, the separate corporate existence of SPAC will cease and Merger Sub will continue as the Surviving Corporation;

WHEREAS, at the SPAC Merger Effective Time and as a result of the SPAC Merger, (a) the SPAC Shares that are issued and outstanding immediately prior to the SPAC Merger Effective Time will be converted into Pubco Ordinary Shares in accordance with the terms of this Agreement, and (b) the SPAC Warrants that are outstanding immediately prior to the SPAC Merger Effective Time will be converted into Pubco Warrants in accordance with the terms of this Agreement and the terms of a warrant assignment, assumption and amendment agreement to be entered into at the SPAC Merger Effective Time by and among Pubco, SPAC and the Warrant Agent in substantially the form attached hereto as Exhibit A (the “Warrant Assignment, Assumption and Amendment Agreement”);

WHEREAS, upon the terms and subject to the conditions set forth in the Scheme Implementation Deed entered into by and between SPAC, Pubco, Merger Sub and the Company concurrently with the execution and delivery of this Agreement in the form attached hereto as Exhibit B (the “SID”), at the Scheme Acquisition Effective Time, the Company will be acquired by Pubco, with the issued and outstanding Equity Securities of the Company being exchanged for Equity Securities of Pubco, or if a valid Cash Election has been made by a Company Shareholder,

such portion of cash payable in respect thereof, in each case, in accordance with and subject to the conditions set forth in the SID, by means of the implementation of a scheme of arrangement under Part 5.1 of the Australian Corporations Act 2001 (Cth) (the “Corporations Act” and such acquisition, the “Scheme Acquisition”);

WHEREAS, following the implementation of the Scheme Acquisition, the Company will be delisted from the ASX;

WHEREAS, as a condition and inducement to SPAC’s, Pubco’s and the Company’s willingness to enter into this Agreement, concurrently with the execution and delivery of this Agreement, ICE I Holdings Pte. Ltd., a Singapore corporation (“Sponsor”), and certain other SPAC Shareholders as set forth on Schedule I hereto (together with Sponsor, the “Sponsor Members”) have entered into a voting and support agreement in the form attached hereto as Exhibit C (the “Sponsor Support Agreement”) with SPAC, Pubco and the Company, pursuant to which, among other things, (a) each Sponsor Member has agreed to (i) refrain from transferring any of his, her or its SPAC Shares prior to the SPAC Merger Effective Time, other than in connection with certain permitted transfers described therein, (ii) vote his, her or its SPAC Shares and any additional SPAC Shares he, she or it acquires prior to the SPAC Shareholders Meeting in favor of each of the SPAC Shareholder Proposals at the SPAC Shareholders Meeting and (iii) waive, and not exercise, any Redemption Rights, and (b) Sponsor has agreed to (i) waive, and not enforce, any anti-dilution rights it may have under the SPAC Articles in connection with the Transactions, (ii) subject the SPAC Warrants held by it to certain vesting and forfeiture terms as set forth therein and (iii) be responsible for the payment of any Outstanding SPAC Transaction Expenses in excess of $4,500,000 (the “SPAC Transaction Expenses Cap”);

WHEREAS, concurrently with the execution and delivery of this Agreement, the Sponsor Members have entered into a lock-up agreement in the form attached hereto as Exhibit D (the “Sponsor Lock-Up Agreement”) with SPAC, Pubco and the Company, pursuant to which, among other things, certain Pubco Ordinary Shares to be held by the Sponsor Members from and after the SPAC Merger Effective Time shall be subject to certain limitations on disposition following the Closing as set forth therein;

WHEREAS, at the Scheme Acquisition Effective Time, certain Company Shareholders as set forth on Schedule II hereto (the “Company Lock-Up Shareholders”) shall enter into a lock-up agreement in substantially the form attached hereto as Exhibit E (the “Company Shareholder Lock-Up Agreement”) with Pubco, pursuant to which, among other things, certain Pubco Ordinary Shares to be held by the Company Lock-Up Shareholders upon the Closing shall be subject to certain limitations on disposition following the Closing as set forth therein;

WHEREAS, on May 9, 2022, SPAC entered into a registration rights agreement (the “Original Registration Rights Agreement”) with the Sponsor Members, and, at the SPAC Merger Effective Time, (a) SPAC and the Sponsor Members shall terminate the Original Registration Rights Agreement and (b) Pubco and the Sponsor Members shall enter into a registration rights agreement in substantially the form attached hereto as Exhibit F (the “Registration Rights Agreement”), pursuant to which, among other things, Pubco shall provide the Sponsor Members with certain demand and piggyback registration rights with respect to certain Pubco Ordinary Shares (and certain securities convertible into or exercisable for Pubco Ordinary Shares) to be held by them immediately following the Closing;

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WHEREAS, the board of directors of the Company (the “Company Board”) has unanimously (a) resolved that the Company enter into this Agreement and each of the Ancillary Agreements to which it is (or is contemplated to be) a party (including the SID), (b) resolved that the Company seek the approval of the Company Shareholders of the Scheme Acquisition in accordance with the SID and (c) recommended the Company Shareholders vote in favor of the Scheme Acquisition in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme Acquisition is in the best interests of the Company Shareholders;

WHEREAS, the board of directors of Pubco (the “Pubco Board”) has unanimously (a) determined that it is advisable for Pubco to enter into this Agreement and each of the Ancillary Agreements to which it is (or is contemplated to be) a party (including the SID), (b) approved the execution and delivery of this Agreement and each of the Ancillary Agreements to which it is (or is contemplated to be) a party (including the SID) and the consummation of the Transactions (including the SPAC Merger in accordance with this Agreement and the Scheme Acquisition in accordance with the SID), and (c) recommended that the Pubco Sole Shareholder (i) adopt and approve this Agreement and each of the Ancillary Agreements to which Pubco is (or is contemplated to be) a party (including the SID) and (ii) approve the consummation of the Transactions (including the SPAC Merger in accordance with this Agreement and the Scheme Acquisition in accordance with the SID) (the matters contemplated by clauses (i) and (ii), the “Pubco Sole Shareholder Approval”);

WHEREAS, the board of directors of Merger Sub (the “Merger Sub Board”) has unanimously (a) determined that it is advisable for Merger Sub to enter into this Agreement, the Plan of Merger and each of the other Ancillary Agreements to which it is (or is contemplated to be) a party, (b) approved the execution and delivery of this Agreement, the Plan of Merger and each of the other Ancillary Agreements to which it is (or is contemplated to be) a party and the consummation of the Transactions (including the SPAC Merger in accordance with this Agreement and the Plan of Merger), and (c) recommended that Pubco, as the sole shareholder of Merger Sub, (i) adopt and approve this Agreement, the Plan of Merger and each of the other Ancillary Agreements to which Merger Sub is (or is contemplated to be) a party and (ii) approve the consummation of the Transactions (including the SPAC Merger in accordance with this Agreement and the Plan of Merger) (the matters contemplated by clauses (i) and (ii), the “Merger Sub Sole Shareholder Approval”);

WHEREAS, the board of directors of SPAC (the “SPAC Board”) has unanimously (a) determined that it is advisable for SPAC to enter into this Agreement, the Plan of Merger and each of the other Ancillary Agreements to which it is (or is contemplated to be) a party (including the SID), (b) approved the execution and delivery of this Agreement, the Plan of Merger and each of the other Ancillary Agreements to which it is (or is contemplated to be) a party (including the SID) and the consummation of the Transactions (including the SPAC Merger in accordance with this Agreement and the Plan of Merger and the Scheme Acquisition in accordance with the SID), and (c) recommended the adoption and approval of the SPAC Shareholder Proposals by the SPAC Shareholders;

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WHEREAS, concurrently with the execution and delivery of this Agreement, Pubco and the Company have entered into a subscription agreement in the form attached hereto as Exhibit G (the “Sponsor Affiliate Subscription Agreement”) with Investcorp Cayman Holdings Limited, a Cayman Islands exempted company, and an Affiliate of Sponsor (the “Sponsor Affiliate”), pursuant to which the Sponsor Affiliate has agreed to purchase Pubco Ordinary Shares for an aggregate purchase price of $12,500,000 on the terms and subject to the conditions set forth therein (the “Sponsor Affiliate Investment”); and

WHEREAS, it is contemplated that, following the execution and delivery of this Agreement and prior to the date on which the SPAC Shareholder Approval is obtained, Pubco and the Company will enter into subscription agreements (together with the Sponsor Affiliate Subscription Agreement, the “PIPE Subscription Agreements”) with certain investors (together with the Sponsor Affiliate, the “PIPE Investors”), pursuant to which such PIPE Investors will agree to purchase Pubco Ordinary Shares on the terms and subject to the conditions set forth therein (together with the Sponsor Affiliate Investment, the “PIPE Investment”).

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

“Action” means any litigation, suit, claim, compliant, petition, demand, charge, grievance, action, proceeding, audit, order, writ, judgment, injunction, investigation, examination, assessment, arbitration, settlement, stipulation, mediation or inquiry by or before any Governmental Authority.

“Affiliate” of a specified Person means any Person who, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

“Ancillary Agreements” means the SID, the Sponsor Support Agreement, the Sponsor Lock-Up Agreement, the Company Shareholder Lock-Up Agreement, the Registration Rights Agreement, the Plan of Merger, the Warrant Assignment, Assumption and Amendment Agreement, the PIPE Subscription Agreements and all other agreements, certificates and instruments to be executed and delivered by any of the Parties in connection with the Transactions and specifically contemplated by this Agreement or any of the foregoing.

“ATO Ruling” has the meaning set forth in the SID.

“Business Combination” has the meaning set forth in Article 1.1 of the SPAC Articles.

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“Business Day” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings and on which banks are not required or authorized to close in any of New York, New York, Sydney, Australia, or the Cayman Islands.

“Cash Election” has the meaning set forth in the SID.

“Cayman Companies Act” means the Companies Act (Revised) of the Cayman Islands.

“Code” means the United States Internal Revenue Code of 1986.

“Company Constitution” means the constitution of the Company adopted on August 31, 2016 (as amended from time to time).

“Company Disclosure Letter” means the disclosure letter delivered by the Company to SPAC, Pubco and Merger Sub concurrently with the execution and delivery of this Agreement.

“Company Ordinary Shares” means the Company’s ordinary shares.

“Company Shareholders” means the holders of Company Ordinary Shares.

“Confidentiality Agreement” means that certain Mutual Non-Disclosure Agreement, dated as of August 3, 2024, by and between SPAC and the Company.

“Contract” means any binding contract, agreement, arrangement, bond, note, indenture, mortgage, debt instrument, purchase order, license, franchise, lease or other instrument or obligation of any kind, written or oral.

“Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by Contract or otherwise.

“Court” has the meaning set forth in the SID.

“Employee Benefit Plan” means any plan that is a bonus, stock option, right, stock purchase, restricted stock, phantom stock, other equity-based compensation arrangement, performance award, incentive, deferred compensation, pension scheme or insurance, retiree medical or life insurance, death or disability benefit, health or welfare, retirement, supplemental retirement, severance, retention, change in control, employment, consulting, fringe benefit, sick pay and vacation plans or arrangements or other employee benefit plans, programs or arrangements, whether written or unwritten.

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

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

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“Fraud” means common law fraud under the Laws of the State of New York (excluding any theories of equitable or constructive fraud).

“Fraud Claim” means a claim against a Person for Fraud with respect to the making of the representations and warranties of such Person set forth in Article III (as qualified by the Company Disclosure Letter), Article IV or Article V, as applicable and when made; provided, that no Person shall be liable for or as a result of any other Person’s Fraud.

“Governmental Authority” means any legislature, agency, bureau, branch, department, division, commission, court, tribunal, magistrate, justice, multinational organization, quasigovernmental body, or other similar recognized organization or body of any international, supranational, federal, state, regional, provincial, tribal, county, municipal, local or foreign government or quasi-governmental, regulatory or administrative agency (which, for purposes of this Agreement, shall include the SEC) or governmental commission, department, board, bureau, agency, court, arbitral tribunal or panel, securities exchange or similar body or any instrumentality of any of the foregoing.

“Independent Expert” has the meaning set forth in the SID.

“Law” means any international, supranational, federal, state, regional, provincial, tribal, county, municipal, local or foreign statute, law, constitution, treaty, common law, civil law, ordinance, code, rule, regulation or Order, in each case, 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 Governmental Authority.

“Lien” means any lien, security interest, mortgage, pledge, charge, adverse claim or other encumbrance of any kind.

“Nasdaq” means the Nasdaq Stock Market LLC.

“Order” means any order, judgment, injunction, decree, ruling, writ, edict, stipulation, determination, decision, verdict or award, in each case, entered, rendered or otherwise put into effect by or with any Governmental Authority.

“Proxy/Registration Statement” means the proxy/registration statement on Form F-4 to be prepared by SPAC and the Company and filed by Pubco with the SEC relating to and containing a notice of the SPAC Shareholders Meeting to be held for the purpose of obtaining the SPAC Shareholder Approval in connection with (a) the registration under the Securities Act of the Pubco Ordinary Shares to be issued to (i) SPAC Shareholders in connection with the SPAC Merger and (ii) Company Shareholders in connection with the Scheme Acquisition, and (b) the SPAC Shareholder Proposals.

“Person” means an individual, corporation, company, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association, Governmental Authority or other entity, enterprise, authority or business organization of any kind.

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“Pubco Ordinary Shares” means Pubco’s ordinary shares, par value $0.0001 per share.

“Redemption Rights” means the redemption rights provided for in the SPAC Articles.

“Representatives” of a specified Person means, collectively, the officers, directors, managers, employees, independent contractors, consultants, legal counsel, financial advisors, advisors, accountants, agents and other representatives of such Person.

“Scheme” has the meaning set forth in the SID.

“Scheme Acquisition Effective Time” means the time that the Scheme is implemented pursuant to and in accordance with the SID.

“Scheme Booklet” has the meaning set forth in the SID.

“Scheme Consideration” has the meaning set forth in the SID.

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

“Second Court Date” has the meaning ascribed to such term in the SID.

“Securities Act” means the Securities Act of 1933.

“SPAC Articles” means the amended and restated memorandum and articles of association of SPAC adopted by special resolution passed on May 9, 2022 (as amended from time to time).

“SPAC Class A Ordinary Shares” means SPAC’s Class A ordinary shares, par value $0.0001 per share.

“SPAC Class B Ordinary Shares” means SPAC’s Class B ordinary shares, par value $0.0001 per share.

“SPAC IPO” means the initial public offering of SPAC consummated on May 12, 2022.

“SPAC Preference Shares” means SPAC’s preference shares, par value $0.0001 per share.

“SPAC Private Warrant” means a redeemable warrant to purchase one SPAC Class A Ordinary Share at an exercise price of $11.50 per share sold in a private placement consummated concurrently with the SPAC IPO.

“SPAC Public Warrant” means a redeemable warrant to purchase one SPAC Class A Ordinary Share at an exercise price of $11.50 per share issued as a component of SPAC Units in the SPAC IPO.

“SPAC Share Redemption” means the exercise by SPAC Shareholders of Redemption Rights in connection with the SPAC Shareholder Proposals.

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“SPAC Shareholder Approval” means the approval and adoption of the SPAC Shareholder Proposals by the requisite vote of SPAC Shareholders at the SPAC Shareholders Meeting.

“SPAC Shareholder Proposals” means the proposals to be submitted to the SPAC Shareholders for approval and adoption at the SPAC Shareholders Meeting, including with respect to (a) this Agreement and the Transactions, including the SPAC Merger and the Scheme Acquisition, and the entry by SPAC into the Plan of Merger (b) any other proposals as the SEC may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto or otherwise required in accordance with the rules and regulations of the Nasdaq, (c) any other proposals as mutually determined by SPAC, Pubco and the Company to be necessary or appropriate in connection with the Transactions and (d) adjournment of the SPAC Shareholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing.

“SPAC Shareholder Redemption Amount” means the aggregate amount of cash proceeds required to satisfy any exercise by SPAC Shareholders of Redemption Rights in connection with the consummation of the Transactions.

“SPAC Shareholders” means the holders of SPAC Shares.

“SPAC Shareholders Meeting” means the extraordinary general meeting of SPAC Shareholders (including any adjournment thereof) to be called in connection with the approval and adoption of the SPAC Shareholder Proposals.

“SPAC Shares” means SPAC Class A Ordinary Shares, SPAC Class B Ordinary Shares and SPAC Preference Shares.

“SPAC Units” means the units issued in the SPAC IPO, with each unit issued therein consisting of (a) one SPAC Class A Ordinary Share and (b) one-half of one SPAC Public Warrant.

“SPAC Warrants” means SPAC Public Warrants and SPAC Private Warrants.

“Subsidiary” means, with respect to a specified Person, any other Person in which such Person, directly or indirectly through one or more intermediaries, (a) owns or controls more than 50% of the outstanding voting securities, (b) is entitled to elect at least a majority of the board of directors or similar governing body, or (c) in the case of a limited partnership, limited liability company or similar entity, is a general partner or managing member and has the power to direct the policies, management and affairs of such entity.

“Superior Proposal” has the meaning set forth in the SID.

“Tax Return” means any return, declaration, report, statement, information statement or other document filed or required to be filed with any Governmental Authority with respect to Taxes, including any claims for refunds of Taxes, any information returns and any amendments or supplements of any of the foregoing or attachments thereto.

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“Taxes” means all federal, state, local, foreign or other taxes of any kind, charges, fees, duties, levies, customs, imposts, required deposits or other assessments in each case in the nature of or similar to a tax imposed by any Governmental Authority, including all income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, production, capital stock, ad valorem, value added, inventory, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, alternative or add-on minimum, or estimated taxes, and including any interest, late charge, penalty or addition thereto, in each case, whether disputed or not.

“Transactions” means the SPAC Merger, the Scheme Acquisition and the other transactions contemplated by this Agreement and the Ancillary Agreements.

“Trust Agreement” means that certain Investment Management Trust Agreement, dated as of May 9, 2022, by and between the Trustee and SPAC.

“Trust Fund” means the trust account maintained pursuant to the Trust Agreement.

“Trustee” means Continental Stock Transfer & Trust Company.

“U.S.” means the United States of America.

“Virtual Data Room” means the virtual data room established by the Company, access to which was given to SPAC and its Representatives in connection with SPAC’s due diligence investigation of the Company in connection with the Transactions.

“Warrant Agent” means Continental Stock Transfer & Trust Company.

SECTION 1.02 Further Definitions. The following terms have the meanings set forth in the Sections set forth below:

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SECTION 1.03 Construction.

(a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the definitions contained in this Agreement are applicable to the other grammatical forms of such terms, (iv) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, (v) the terms “Article,” “Section,” “Schedule” and “Exhibit” refer to the specified Article, Section, Schedule or Exhibit of or to this Agreement, (vi) the word “including” and derivative or similar words mean “including without limitation,” (vii) the word “extent” in the phrase “to the extent” means the degree to which a subject or thing extends, and such phrase shall not simply mean “if,” (viii) the word “or” shall be disjunctive but not exclusive, (ix) references to “written” or “in writing” include in electronic form, (x) any reference to a specified Person includes such Person’s successors and permitted assigns, (xi) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto and (xii) references to any Law shall include all rules and regulations promulgated thereunder, and references to any Law shall be construed as including all statutory, legal, and regulatory provisions consolidating, amending or replacing such Law.

(b) The Parties and their respective counsel have reviewed and negotiated this Agreement as the joint agreement and understanding of the Parties, and the language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

(c) References to “$,” “US$,” “USD” or “dollars” are to the lawful currency of the U.S. References to “AUD$” are to the lawful currency of Australia.

(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified, and the date of commencement will not be included as a full day for purposes of computing any applicable time periods (except as otherwise may be required under any applicable Law). If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day.

(e) The phrases “provided to,” “furnished to,” “made available” and phrases of similar import when used herein, unless the context otherwise requires, means that a copy of the information or material referred to has been provided to the Party to whom such information or material has been provided, furnished or made available (i) in the Virtual Data Room or (ii) by delivery to such Party or its legal counsel via email or hard copy form, in each case, no later than one Business Day prior to the date hereof.

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ARTICLE II

SPAC MERGER; SCHEME ACQUISITION

SECTION 2.01 SPAC Merger.

(a) SPAC Merger; SPAC Merger Effective Time.

(i) SPAC Merger. At the SPAC Merger Effective Time (as defined below), SPAC and Merger Sub shall cause the SPAC Merger to be consummated by executing a plan of merger in substantially the form attached hereto as Exhibit H, with such modifications, amendments or supplements thereto as may be required to comply with the Cayman Companies Act (the “Plan of Merger”), and filing the Plan of Merger, along with all other documentation and declarations required under the Cayman Companies Act in connection with the SPAC Merger (the “SPAC Merger Filing Documents”), with the Cayman Islands Registrar of Companies (the “Cayman Registrar”) in accordance with the relevant provisions of the Cayman Companies Act. Upon the terms and subject to the conditions set forth in this Agreement and the Plan of Merger, and in accordance with the Cayman Companies Act, at the SPAC Merger Effective Time, SPAC shall be merged with and into Merger Sub and, as a result of the SPAC Merger, the separate corporate existence of SPAC shall cease and Merger Sub shall continue as the surviving company of the SPAC Merger (the “Surviving Corporation”) as a direct, wholly owned Subsidiary of Pubco. The effect of the SPAC Merger shall be as provided in the applicable provisions of the Cayman Companies Act, this Agreement and the Plan of Merger. Without limiting the generality of the foregoing, and subject thereto, from and after the SPAC Merger Effective Time, all of the assets, properties, rights, privileges, immunities, powers and franchises of SPAC and Merger Sub shall vest in the Surviving Corporation by operation of law, and all debts, liabilities, obligations and duties of SPAC and Merger Sub shall become the debts, liabilities, obligations and duties of the Surviving Corporation by operation of law, and, in each case, as provided under the Cayman Companies Act.

(ii) SPAC Merger Effective Time. The SPAC Merger shall become effective on the date when the Plan of Merger is registered by the Cayman Registrar, or such later date as SPAC and Merger Sub may agree and specify pursuant to, and subject to the limitations specified in, the Cayman Companies Act and the Plan of Merger (such time, the “SPAC Merger Effective Time”).

(b) ▇▇▇▇▇ A&R Articles; Surviving Corporation A&R Articles.

(i) Pubco A&R Articles. At the SPAC Merger Effective Time, Pubco shall adopt a new amended and restated memorandum and articles of association in substantially the form attached hereto as Exhibit I (the “Pubco A&R Articles”), which Pubco A&R Articles shall be the amended and restated memorandum and articles of association of Pubco until thereafter amended in accordance with the Pubco A&R Articles and applicable Law.

(ii) Surviving Corporation A&R Articles. At the SPAC Merger Effective Time, the Surviving Corporation shall adopt an amended and restated memorandum and articles of association in the form attached hereto as Exhibit J (the “Surviving Corporation A&R Articles”), which Surviving Corporation A&R Articles shall be the amended and restated memorandum and articles of association of the Surviving Corporation until thereafter amended in accordance with the Surviving Corporation A&R Articles and applicable Law.

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(c) Directors and Officers.

(i) Post-Closing Pubco Directors. At the SPAC Merger Effective Time, the directors and officers of Pubco as of immediately prior to the SPAC Merger Effective Time shall resign, and, with effect from and after the SPAC Merger Effective Time, and subject to the Pubco A&R Articles, the Pubco Board (the “Post-Closing Pubco Board”) shall initially consist of six directors, of whom (A) one shall be designated by SPAC who shall be reasonably acceptable to the Company and shall meet the standards of independence of companies subject to the rules and regulations of the Nasdaq and (B) five shall be designated by the Company (including the chair of the Post-Closing Pubco Board), at least three of whom shall meet the standards of independence of companies subject to the rules and regulations of the Nasdaq (collectively, the “Post-Closing Pubco Directors”), each Post-Closing Pubco Director to hold office in accordance with the Pubco A&R Articles until his or her respective successor is duly elected or appointed and qualified or his or her earlier death, resignation or removal. For the avoidance of doubt, nothing in this Section 2.01(c)(i) shall impose or imply any obligations with respect to any future nomination, appointment, designation or election of directors to the Post-Closing Pubco Board, and all future vacancies on the Post-Closing Pubco Board shall be filled in accordance with the Pubco A&R Articles.

(ii) Sponsor Board Observer. So long as Sponsor owns beneficially and of record at least 60% of the Pubco Ordinary Shares that it holds as of immediately following the SPAC Merger Effective Time, Sponsor shall have the right to designate one individual, who shall be a director, officer or employee of Sponsor or one of its Affiliates, to attend and participate in meetings of the Post-Closing Pubco Board from and after the Closing in a non-voting observer capacity (the “Sponsor Board Observer”). The Company shall provide the Sponsor Board Observer copies of all notices, minutes, consents and other materials that it provides to the Post-Closing Pubco Directors in their capacities as such; provided, however, that (A) the Sponsor Board Observer shall, prior to attending any meeting of the Post-Closing Pubco Board or receiving any such materials, execute a confidentiality agreement in form and substance reasonably acceptable to Pubco, (B) Pubco shall have the right to withhold any such materials and to exclude the Sponsor Board Observer from any meeting of the Post-Closing Pubco Board or any portion thereof to the extent it is determined in good faith by the Post-Closing Pubco Board that attendance by the Sponsor Board Observer at such meeting or portion thereof (1) could adversely affect the attorney-client, attorney work product or other legal privilege between Pubco and its legal counsel, (2) is necessary to avoid a breach of confidentiality obligations owed to a third party or (3) relates to an existing or potential conflict of interest between Pubco, the Company or any of their respective Affiliates, on the one hand, and Sponsor or any of its Affiliates, on the other hand, and (C) Pubco shall have the right to exclude the Sponsor Board Observer from any executive session of a meeting of the Post-Closing Pubco Board.

(iii) Post-Closing Pubco Officers. At the SPAC Merger Effective Time, the officers of Pubco as of immediately prior to the SPAC Merger Effective Time shall resign, and, with effect from and after the SPAC Merger Effective Time, and subject to the Pubco A&R Articles, the individuals set forth in Section 2.01(c)(iii) of the Company Disclosure Letter shall be

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appointed as the officers of ▇▇▇▇▇ (the “Post-Closing Pubco Officers”), each Post-Closing Pubco Officer to hold office in accordance with the Pubco A&R Articles until his or her respective successor is duly appointed and qualified or his or her earlier death, resignation or removal.

(iv) Surviving Corporation Directors and Officers. At the SPAC Merger Effective Time, the directors and officers of SPAC as of immediately prior to the SPAC Merger Effective Time, and the directors and officers of ▇▇▇▇▇▇ Sub as of immediately prior to the SPAC Merger Effective Time, shall resign, and, with effect from and after the SPAC Merger Effective Time, and subject to the Surviving Corporation A&R Articles, the individuals set forth in Section 2.01(c)(iv) of the Company Disclosure Letter shall be appointed as the directors and officers of the Surviving Corporation, each to hold office in accordance with the Surviving Corporation A&R Articles until his or her successor is duly elected or appointed and qualified or his or her earlier death, resignation or removal.

(d) Effect of SPAC Merger on SPAC Units, SPAC Shares and SPAC Warrants. In accordance with the terms and subject to the conditions set forth in this Agreement, at the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of any Party or the holder of any of their securities:

(i) SPAC Units. Each SPAC Unit that is outstanding immediately prior to the SPAC Merger Effective Time shall automatically be separated, and the holder thereof shall be deemed to hold one validly issued, fully paid and nonassessable SPAC Class A Ordinary Share and one-half of one SPAC Public Warrant in accordance with the terms of the applicable SPAC Unit.

(ii) SPAC Class B Ordinary Shares. Immediately following the separation of the SPAC Units in accordance with Section 2.01(d)(i), each SPAC Class B Ordinary Share that is issued and outstanding immediately prior to the SPAC Merger Effective Time shall automatically be converted into one validly issued, fully paid and nonassessable SPAC Class A Ordinary Share.

(iii) SPAC Class A Ordinary Shares. Immediately following the separation of the SPAC Units in accordance with Section 2.01(d)(i) and the conversion of the SPAC Class B Ordinary Shares in accordance with Section 2.01(d)(ii), each SPAC Class A Ordinary Share that is issued and outstanding immediately prior to the SPAC Merger Effective Time (other than any Cancelled SPAC Shares, SPAC Shares redeemed pursuant to the SPAC Share Redemption or Dissenting SPAC Shares) shall no longer be outstanding and shall thereupon automatically be converted into one validly issued, fully paid and nonassessable Pubco Ordinary Share.

(iv) SPAC Warrants. Immediately following the separation of the SPAC Units in accordance with Section 2.01(d)(i) and the conversion of the SPAC Class B Ordinary Shares in accordance with Section 2.01(d)(ii), each SPAC Warrant that remains outstanding and unexercised immediately prior to the SPAC Merger Effective Time shall automatically be converted into a warrant to purchase a number of Pubco Ordinary Shares (each, a “Pubco Warrant”) determined in accordance with the terms of such SPAC Warrant and the terms of the Warrant Assignment, Assumption and Amendment Agreement.

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(v) Cancelled SPAC Shares. If, at the SPAC Merger Effective Time, there are any SPAC Shares that are owned by SPAC as treasury shares (“Cancelled SPAC Shares”), such SPAC Shares shall be automatically cancelled and extinguished without any conversion thereof or payment therefor.

(vi) Dissenting SPAC Shares. Notwithstanding any provision of this Agreement to the contrary and in accordance with the Cayman Companies Act, any SPAC Shares that are issued and outstanding immediately prior to the SPAC Merger Effective Time and that are held by a SPAC Shareholder who has validly exercised in writing his, her or its dissenters’ rights for such SPAC Shares in accordance with Section 238 of the Cayman Companies Act and who has otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights (any such SPAC Shares, “Dissenting SPAC Shares” and the holder of such Dissenting SPAC Shares, a “Dissenting SPAC Shareholder”) shall not be converted into, and such Dissenting SPAC Shareholder shall have no right to receive, Pubco Ordinary Shares unless and until such Dissenting SPAC Shareholder fails to perfect, or effectively withdraws or otherwise loses, his, her or its dissenters’ rights under the Cayman Companies Act. Each Dissenting SPAC Share shall no longer be outstanding and shall automatically be cancelled by virtue of the SPAC Merger, and the applicable Dissenting SPAC Shareholder shall thereafter cease to have any rights with respect to such Dissenting SPAC Share, except the right to be paid the fair value of such Dissenting SPAC Share and such other rights as are granted by the Cayman Companies Act. Notwithstanding the foregoing, the SPAC Shares owned by any SPAC Shareholder who fails to perfect, or who effectively withdraws or otherwise loses, his, her or its dissenters’ rights pursuant to the Cayman Companies Act shall cease to be Dissenting SPAC Shares and shall thereupon be deemed to have been converted into, and to have become exchanged for, as of the SPAC Merger Effective Time, the right to receive Pubco Ordinary Shares in accordance with Section 2.01(d)(iii), without any interest thereon.

(vii) Lost, Stolen or Destroyed SPAC Share Certificates. In the event any certificate representing any SPAC Shares outstanding immediately prior to the SPAC Merger Effective Time shall have been lost, stolen or destroyed, the Surviving Corporation shall issue, in exchange for such lost, stolen or destroyed certificate, as the case may be, upon the making of an indemnity of that fact by the holder thereof, such securities as may be required pursuant to this Section 2.01(d).

(e) SPAC Share Transfer Books. At the SPAC Merger Effective Time, the share transfer books of SPAC shall be closed, and there shall be no further registration of transfers of SPAC Shares thereafter on the records of SPAC. From and after the SPAC Merger Effective Time, the holders of certificates representing SPAC Shares outstanding immediately prior to the SPAC Merger Effective Time shall cease to have any rights with respect to such SPAC Shares except for the right to receive the consideration set forth in Section 2.01(d), and any such certificates presented to the Exchange Agent or Pubco for any reason shall be converted into the consideration payable in respect of the SPAC Shares represented by such certificate in accordance with Section 2.01(d).

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(f) Dissenter’s Rights.

(i) Prior to the SPAC Merger Effective Time, SPAC shall give the Company (A) prompt written notice of any demands for dissenters’ rights received by SPAC and any withdrawals of such demands and (B) the opportunity to direct all negotiations and proceedings with respect to any such notice or demand for dissenters’ rights. Subject at all times to the Cayman Companies Act, SPAC shall not, except with the prior written consent of the Company, make any offers or payments or otherwise agree or commit to make any payment or provide any other consideration with respect to any exercise by a SPAC Shareholder of dissenters’ rights pursuant to the Cayman Companies Act or any demands for appraisal, or settle or offer to settle or agree or commit to settle any such demands, or approve any withdrawal of any such dissenters’ rights or demands.

(ii) If any SPAC Shareholder delivers to SPAC, before the vote on the SPAC Merger at the SPAC Shareholders Meeting, a written objection to the SPAC Merger in accordance with Section 238(2) of the Cayman Companies Act (each, a “Written Objection”):

(A) SPAC shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the SPAC Merger (the “Authorization Notice”) to each such SPAC Shareholder who has made a Written Objection; and

(B) unless SPAC and the Company elect by agreement in writing to waive this Section 2.01(f)(ii)(B), no Party shall be obligated to commence the SPAC Merger, and the SPAC Merger Filing Documents shall not be filed with the Cayman Registrar, until at least 20 days shall have elapsed since the date on which the Authorization Notice is given (being the period allowed for written notice of an election to dissent under Section 238(5) of the Cayman Companies Act, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Article VIII hereof.

(g) Effect of SPAC Merger on Merger Sub Securities. Each ordinary share of Merger Sub that is issued and outstanding immediately prior to the SPAC Merger Effective Time shall no longer be outstanding and shall thereupon be automatically converted into one validly issued, fully paid and nonassessable ordinary share, par value $0.0001 per share, of the Surviving Corporation.

(h) Further Actions. If, at any time after the SPAC Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, properties, rights, privileges, immunities, powers and franchises of SPAC and Merger Sub, the officers and directors of SPAC and Merger Sub are fully authorized in the name of their respective entities to take, and shall take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

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SECTION 2.02 Scheme Acquisition.

(a) Scheme Acquisition. At the Scheme Acquisition Effective Time, Pubco and the Company shall consummate the Scheme Acquisition upon the terms and subject to the conditions set forth in the SID.

(b) Effect of Scheme Acquisition on Pubco. At the Scheme Acquisition Effective Time, by virtue of the Scheme Acquisition and without any action on the part of any Party or the holder of any of their securities (except as described in this Section 2.02(b)), each ordinary share of Pubco that is issued and outstanding immediately prior to the Scheme Acquisition Effective Time standing in the name of the Pubco Sole Shareholder in the register of members of Pubco (excluding, for the avoidance of doubt, any Pubco Ordinary Shares issued (i) at the Scheme Acquisition Effective Time or (ii) to any other shareholder of Pubco (other than the Pubco Sole Shareholder)) shall be irrevocably surrendered by the Pubco Sole Shareholder to Pubco for cancellation and for nil consideration, and the Pubco Sole Shareholder (as the sole holder of such ordinary shares of Pubco being surrendered) hereby irrevocably consents to such surrender.

(c) Post-Closing Company Directors and Officers. At the Scheme Acquisition Effective Time, the directors and officers of the Company as of immediately prior to the Scheme Acquisition Effective Time shall resign, and the individuals set forth in Section 2.02(c) of the Company Disclosure Letter shall be appointed as the directors and officers of the Company, each to hold office in accordance with the Company Constitution until his or her successor is duly elected or appointed and qualified or his or her earlier death, resignation or removal.

SECTION 2.03 Delivery of Pubco Ordinary Shares and Scheme Consideration.

(a) As promptly as reasonably practicable following the date of this Agreement (and, in any event, no later than ten Business Days prior to the Closing Date), Pubco shall enter into an exchange agent agreement, in form and substance reasonably acceptable to SPAC and the Company (the “Exchange Agent Agreement”), to designate an exchange agent reasonably acceptable to SPAC and the Company (the “Exchange Agent”) as its agent for purposes of (i) exchanging SPAC Shares (other than any Cancelled SPAC Shares, SPAC Shares redeemed pursuant to the SPAC Share Redemption or Dissenting SPAC Shares) for Pubco Ordinary Shares in accordance with the terms and subject to the conditions set forth in this Agreement and (ii) exchanging Company Ordinary Shares for Scheme Consideration in accordance with the terms and subject to the conditions set forth in the SID.

(b) Pubco agrees to issue, and shall cause the Exchange Agent to effect the issuance of, (A) Pubco Ordinary Shares to the SPAC Shareholders and (B) Scheme Consideration to the Company Shareholders, in each case, in accordance with the terms and subject to the conditions set forth in this Agreement, the Exchange Agent Agreement, applicable Law and, solely with respect to the issuance of Scheme Consideration to the Company Shareholders, the SID.

(c) None of Pubco, the Surviving Corporation or any of their respective Affiliates, nor the Exchange Agent, shall be liable to (i) any SPAC Shareholder for any such Pubco Ordinary Shares (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law or (ii) any Company Shareholder for any such Scheme Consideration (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law.

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SECTION 2.04 Payment of Expenses.

(a) No later than two Business Days prior to the Closing Date, the Company shall provide to SPAC and Pubco a certificate executed by a duly authorized officer of the Company setting forth a list of all of the fees, expenses and disbursements incurred by or on behalf of the Company in connection with the preparation, negotiation and execution of this Agreement and the Ancillary Agreements, the performance of the Company’s obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees, expenses and disbursements are expected to remain unpaid as of immediately prior to the Closing, which shall include, among others, the following: (i) all fees, expenses and disbursements of outside counsel to the Company and any accountants, advisors, agents, consultants, experts, financial advisors, investment banks and other service providers of the Company; (ii) all change in control bonuses, transaction bonuses or retention bonuses to be paid to any current or former director, officer, employee, independent contractor, consultant or other service provider of the Company at the Closing; (iii) all fees payable by the Company to any Governmental Authorities in connection with any necessary approval, consent, registration, variance, waiver, license, permit, certification, registration or other authorization of such Governmental Authority, or the expiration or termination of any waiting period of any required filings or applications under any applicable Laws, in connection with the consummation of the Transactions; and (iv) all fees and expenses relating to the preparation, filing and mailing of the Scheme Booklet (collectively, the “Outstanding Company Transaction Expenses”). Prior to the Closing, SPAC and Pubco shall have an opportunity to review and discuss such certificate with the Company, and the Company shall reasonably cooperate with SPAC and Pubco to timely respond to any questions and consider in good faith any comments regarding such certificate. On the Closing Date, Pubco shall pay or cause to be paid by wire transfer of immediately available funds all Outstanding Company Transaction Expenses. For the avoidance of doubt, the Outstanding Company Transaction Expenses shall not include any fees or expenses incurred by the Company Shareholders.

(b) No later than two Business Days prior to the Closing Date, SPAC shall provide to the Company and Pubco a certificate executed by a duly authorized officer of SPAC setting forth (i) the SPAC Shareholder Redemption Amount and (ii) (A) the aggregate amount owed and to be repaid by SPAC to Sponsor or any of its Affiliates or any other Person pursuant to any loan made to SPAC for working capital purposes or for purposes of extending the duration of SPAC and (B) a list of all of the fees, expenses and disbursements incurred by or on behalf of SPAC in connection with the preparation, negotiation and execution of this Agreement and the Ancillary Agreements, the performance of SPAC’s obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees, expenses and disbursements are expected to remain unpaid as of immediately prior to the Closing, which shall include, among others, the following: (A) all fees, expenses and disbursements of outside counsel to SPAC and any accountants, advisors, agents, consultants, experts, financial advisors, investment banks and other service providers of SPAC; (B) all change in control bonuses, transaction bonuses or retention bonuses to be paid to any current or former director, officer, employee, independent

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contractor, consultant or other service provider of SPAC at the Closing; (C) all fees payable by SPAC to any Governmental Authorities in connection with any necessary approval, consent, registration, variance, waiver, license, permit, certification, registration or other authorization of such Governmental Authority, or the expiration or termination of any waiting period of any required filings or applications under any applicable Laws, in connection with the consummation of the Transactions; (D) all fees and expenses relating to the negotiation, preparation, execution, authorization or performance of the PIPE Subscription Agreements and the consummation of the PIPE Investment; (E) all fees and expenses relating to the preparation, filing and mailing of the Proxy/Registration Statement; (F) all amounts due to the underwriters of the SPAC IPO; (G) all fees and expenses relating to the preparation, filing and mailing of any proxy statement(s) for the purpose of amending the SPAC Articles and the Trust Agreement, in each case, to extend the time period for SPAC to consummate a Business Combination, or the seeking of any solicitation of proxies thereunder, the holding of any meeting of the SPAC Shareholders to consider, vote on and approve any such extension of the time period for SPAC to consummate a Business Combination (including the value of any additional securities or economic inducements offered to SPAC Shareholders in connection therewith), in each case if necessary and as applicable; and (H) all fees and expenses in connection with entering into any agreements with SPAC Shareholders to incentivize them to unwind or facilitate the unwinding of any election to exercise Redemption Rights (which such agreements shall be subject to the prior written consent of the Company) (the items described in this clause (ii), collectively, the “Outstanding SPAC Transaction Expenses”). Prior to the Closing, the Company and Pubco shall have an opportunity to review and discuss such certificate with SPAC, and SPAC shall reasonably cooperate with the Company and Pubco to timely respond to any questions and consider in good faith any comments regarding such certificate. On the Closing Date, Pubco shall pay or cause to be paid by wire transfer of immediately available funds all Outstanding SPAC Transaction Expenses up to an amount equal to $4,500,000. In such case that the amount of Outstanding SPAC Transaction Expenses is greater than $4,500,000, the amount of Outstanding SPAC Transaction Expenses in excess of $4,500,000 shall be borne by Sponsor in accordance with the terms of the Sponsor Support Agreement.

(c) No later than two Business Days prior to the Closing Date, Pubco shall provide to SPAC and the Company a certificate executed by a duly authorized officer of Pubco setting forth a list of all of the fees, expenses and disbursements incurred by or on behalf of Pubco or Merger Sub in connection with the preparation, negotiation and execution of this Agreement and the Ancillary Agreements, the performance of Pubco’s or Merger Sub’s obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees, expenses and disbursements (x) are expected to remain unpaid as of immediately prior to the Closing and (y) do not constitute Outstanding SPAC Transaction Expenses, which shall include, among others, the following: (i) all fees, expenses and disbursements of outside counsel to Pubco or Merger Sub and any accountants, advisors, agents, consultants, experts, financial advisors, investment banks and other service providers of Pubco or Merger Sub; and (ii) all fees payable by Pubco or Merger Sub to any Governmental Authorities in connection with any necessary approval, consent, registration, variance, waiver, license, permit, certification, registration or other authorization of such Governmental Authority, or the expiration or termination of any waiting period of any required filings or applications under any applicable Laws, in connection with the consummation of the Transactions (collectively, the “Outstanding Pubco Transaction Expenses”). Prior to the Closing, SPAC and the Company shall have an opportunity to review

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and discuss such certificate with Pubco, and Pubco shall reasonably cooperate with SPAC and the Company to timely respond to any questions and consider in good faith any comments regarding such certificate. On the Closing Date, Pubco shall pay or cause to be paid by wire transfer of immediately available funds all Outstanding Pubco Transaction Expenses.

SECTION 2.05 Closing. In accordance with the terms and subject to the conditions of this Agreement, the closing of the Transactions (the “Closing”) shall take place remotely by conference call and exchange of documents and signatures, subject to the satisfaction or waiver of the conditions set forth in Article VIII (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 and place or in such other manner as shall be agreed upon by SPAC, Pubco and the Company in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”

SECTION 2.06 Closing Deliverables.

(a) Prior to 8:00 am (Australian Eastern Standard Time) on the Second Court Date, the Company shall deliver (or cause to be delivered) to SPAC and Pubco, in form and substance reasonably acceptable to SPAC and Pubco:

(i) each Ancillary Agreement to be executed after the date of this Agreement by the Company or any of its Affiliates, duly executed by the Company or such Affiliate, as applicable, effective as of the Closing;

(ii) a certificate signed by a duly authorized officer of the Company, dated as of the Second Court Date, certifying that the conditions specified in clauses 3.1(h), 3.1(r) and 3.1(u) of the SID have been satisfied; and

(iii) a written resignation and release of claims, duly executed by each director and officer of the Company serving immediately prior to Scheme Acquisition Effective Time, effective as of the Scheme Acquisition Effective Time.

(b) Prior to 8:00 am (Australian Eastern Standard Time) on the Second Court Date, SPAC shall deliver (or cause to be delivered) to the Company and Pubco, in form and substance reasonably acceptable to the Company and Pubco:

(i) each Ancillary Agreement to be executed after the date of this Agreement by SPAC or any of its Affiliates, duly executed by SPAC or such Affiliate, as applicable, effective as of the Closing;

(ii) a certificate signed by a duly authorized officer of SPAC, dated as of the Second Court Date, certifying that the conditions specified in clauses 3.1(i), 3.1(s) and 3.1(v) of the SID have been satisfied; and

(iii) a written resignation and release of claims, duly executed by each director and officer of SPAC serving immediately prior to SPAC Merger Effective Time, effective as of the SPAC Merger Effective Time.

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(c) Prior to 8:00 am (Australian Eastern Standard Time) on the Second Court Date, Pubco shall deliver (or cause to be delivered) to SPAC and the Company, in form and substance reasonably acceptable to SPAC and the Company:

(i) each Ancillary Agreement to be executed after the date of this Agreement by Pubco, Merger Sub or any of their respective Affiliates, duly executed by Pubco, Merger Sub or such Affiliate, as applicable, effective as of the Closing;

(ii) a certificate signed by a duly authorized officer of Pubco, dated as of the Second Court Date, certifying that the conditions specified in clauses 3.1(j), 3.1(t) and 3.1(w) of the SID have been satisfied;

(iii) a written resignation and release of claims, duly executed by each director and officer of Pubco serving immediately prior to SPAC Merger Effective Time, effective as of the SPAC Merger Effective Time; and

(iv) a written resignation and release of claims, duly executed by each director and officer of ▇▇▇▇▇▇ Sub serving immediately prior to SPAC Merger Effective Time, effective as of the SPAC Merger Effective Time.

(d) At the Closing, SPAC (via the Trust Fund) and/or Pubco shall pay or cause to be paid by wire transfer of immediately available funds (i) the Outstanding Company Transaction Expenses and (ii) the Outstanding SPAC Transaction Expenses (subject to the SPAC Transaction Expenses Cap).

SECTION 2.07 Intended Tax Treatment.

(a) The Parties intend and agree that, for U.S. federal income tax purposes (and any applicable U.S. state and local income tax purposes), that, (i) the SPAC Merger will qualify as a transaction treated as a reorganization pursuant to Section 368(a)(1)(F) of the Code, and this Agreement shall constitute a “plan of reorganization” within the meaning of United States Treasury Regulations Section 1.368-2(g) with respect to the SPAC Merger and (ii) taken together, the Scheme Acquisition and the PIPE Investment will qualify as a transaction under Section 351 of the Code (the “Intended U.S. Tax Treatment”). The parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.

(b) The Parties intend and agree that each Company Shareholder who is an Australian resident shareholder who holds their Company Ordinary Shares on capital account will be eligible for scrip-for-scrip rollover relief under subdivision 124-M of the Tax Act for the non-cash component of the Scheme Consideration (the “Intended Australian Tax Treatment” and together with the Intended U.S. Tax Treatment, the “Intended Tax Treatment”), and that an ATO Ruling confirming such treatment will be sought from the Australian Tax Office.

(c) Each Party shall prepare and file all Tax Returns consistent with the Intended Tax Treatment and shall not take any inconsistent position on any Tax Return or during the course of any audit, litigation or other proceeding with respect to Taxes, except as otherwise required by a final determination by a relevant Governmental Authority. Each Party agrees to promptly notify the other Party of any challenge to the Intended Tax Treatment by any Governmental Authority.

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SECTION 2.08 Withholding. Notwithstanding anything in this Agreement to the contrary, Pubco shall be entitled to deduct and withhold from any consideration payable to any Person pursuant to this Agreement or the SID any amount required to be deducted or withheld under applicable Law; provided, however, that the Parties agree to reasonably cooperate to eliminate or mitigate any such deductions or withholding Taxes. Except with respect to any compensatory amount payable under this Agreement or the SID, neither SPAC nor Pubco has any knowledge as of the date hereof of any required deduction or withholding from amounts otherwise payable to any Company Shareholder pursuant to this Agreement or the SID, and Pubco shall use commercially reasonable efforts to provide the Company Shareholders with written notice of its intention to withhold at least five Business Days prior to any such withholding. To the extent that any such amounts are deducted or withheld by Pubco and remitted to the appropriate Governmental Authorities, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to SPAC, Pubco and Merger Sub as follows, subject to the terms of clauses 8.2, 8.7, 8.8 and 8.9 of the SID:

SECTION 3.01 Representations and Warranties. The representations and warranties set forth in Schedule 5 of the SID are incorporated herein by reference.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SPAC

SPAC hereby represents and warrants to the Company, Pubco and Merger Sub as follows, subject to the terms of clauses 8.1, 8.5, 8.8 and 8.9 of the SID:

SECTION 4.01 Representations and Warranties. The representations and warranties set forth in Schedule 3 of the SID are incorporated herein by reference.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB

Pubco and Merger Sub hereby represent and warrant to SPAC and the Company as follows, subject to the terms of clauses 8.3, 8.4, 8.6, 8.8 and 8.9 of the SID:

SECTION 5.01 Pubco Representations and Warranties. The representations and warranties set forth in Schedule 4 of the SID are incorporated herein by reference.

SECTION 5.02 Organization. Merger Sub is a company duly organized, validly existing and in good standing (insofar as such concept exists in the relevant jurisdiction) under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted.

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SECTION 5.03 Organizational Documents. Merger Sub has heretofore furnished to SPAC and the Company true, complete and correct copies of its certificate of incorporation and memorandum and articles of association as of the date of this Agreement, each of which is in full force and effect, and Merger Sub is not in violation of any of the provisions thereof.

SECTION 5.04 Capitalization.

(a) The authorized share capital of Merger Sub consists of 5,000,000 ordinary shares, par value $0.01 per share, one of which is issued and outstanding (the “Merger Sub Share”), which Merger Sub Share is owned beneficially and of record by Pubco, free and clear of all Liens, options, rights of first refusal and limitations on voting or transfer rights, other than transfer restrictions arising under applicable securities Laws and the memorandum and articles of association of Merger Sub. The Merger Sub Share is validly issued, fully paid and nonassessable.

(b) There are no options, warrants, preemptive rights, calls, convertible securities, conversion rights or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued share capital of Merger Sub or obligating Merger Sub to issue or sell any shares of, or other Equity Securities or voting interests in, or any securities convertible into or exchangeable or exercisable for shares of, or other Equity Securities or other voting interests in, Merger Sub. Merger Sub is not a party to, or otherwise bound by, and Merger Sub has not granted, any equity appreciation rights, participations, phantom equity, restricted shares, restricted share units, performance shares, contingent value rights or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of, or other Equity Securities or ownership interests in, Merger Sub. There are no voting trusts, voting agreements, proxies, shareholder agreements or other agreements with respect to the voting or transfer of the ordinary shares of Merger Sub.

SECTION 5.05 Authority. Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is (or is contemplated to be) a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, subject to obtaining the Merger Sub Sole Shareholder Approval. The execution and delivery of this Agreement and each of the Ancillary Agreements to which Merger Sub is (or is contemplated to be) a party, the performance of its obligations hereunder and thereunder and the consummation by ▇▇▇▇▇▇ Sub of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Merger Sub are necessary to authorize any of the foregoing, subject to obtaining the Merger Sub Sole Shareholder Approval. This Agreement and each of the Ancillary Agreements to which Merger Sub is (or is contemplated to be) a party have been (or will be) duly and validly executed and delivered by ▇▇▇▇▇▇ Sub and, assuming due authorization, execution and delivery by the other parties to each of the foregoing, constitutes the legal, valid and binding obligations of Merger Sub, enforceable against Merger Sub in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and by general equitable principles.

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SECTION 5.06 No Conflict; Required Filings and Consents.

(a) The execution and delivery by ▇▇▇▇▇▇ Sub of this Agreement and each Ancillary Agreement to which it is (or is contemplated to be) a party do not, and the performance of its obligations hereunder and thereunder, and the consummation by ▇▇▇▇▇▇ Sub of the Transactions do not and will not, (i) conflict with or violate the memorandum and articles of association of Merger Sub, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.06(b) have been obtained and all filings and notifications described in Section 5.06(b) have been made, conflict with or violate any Law applicable to Merger Sub or by which any of its properties or assets are bound or affected or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Merger Sub pursuant to, any Contract to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, prevent or materially delay the consummation of any of the Transactions or otherwise prevent Merger Sub from performing its material obligations under this Agreement and each such Ancillary Agreement.

(b) The execution and delivery by Merger Sub of this Agreement and each Ancillary Agreement to which it is (or is contemplated to be) a party do not, and the performance of its obligations hereunder and thereunder, and the consummation by ▇▇▇▇▇▇ Sub of the Transactions do not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, blue sky Laws and state takeover laws and the filing and recordation of the Plan of Merger and other documents as required by the Cayman Companies Act in connection with the SPAC Merger, as the case may be, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay the consummation of any of the Transactions or otherwise prevent Merger Sub from performing its material obligations under this Agreement and each such Ancillary Agreement.

SECTION 5.07 Compliance. Merger Sub is not, nor has Merger Sub been, in conflict with, or in default, breach or violation of, (a) any Law applicable to Merger Sub or by which any properties or assets of Merger Sub are bound or affected, or (b) any Contract to which Merger Sub is a party or by which Merger Sub or any properties or assets of Merger Sub are bound or affected, except, in each case, for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, prevent or materially delay the consummation of any of the Transactions or otherwise prevent Merger Sub from performing its material obligations under this Agreement and each such Ancillary Agreement. Merger Sub is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for Merger Sub to own, lease and operate its properties and assets and to carry on its business as it is now being conducted.

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SECTION 5.08 Board Approval; Vote Required.

(a) The Merger Sub Board has, by resolutions duly passed in writing and not subsequently rescinded or modified in any way, unanimously (a) determined that it is advisable for Merger Sub to enter into this Agreement, the Plan of Merger and each of the other Ancillary Agreements to which it is (or is contemplated to be) a party, (b) approved the execution and delivery of this Agreement, the Plan of Merger and each of the other Ancillary Agreements to which it is (or is contemplated to be) a party and the consummation of the Transactions (including the SPAC Merger in accordance with this Agreement and the Plan of Merger), and (c) recommended that Pubco, as the sole shareholder of Merger Sub, (i) adopt and approve this Agreement, the Plan of Merger and each of the other Ancillary Agreements to which Merger Sub is (or is contemplated to be) a party and (ii) approve the consummation of the Transactions (including the SPAC Merger in accordance with this Agreement and the Plan of Merger).

(b) The only shareholder vote of Merger Sub that is necessary to approve this Agreement and the Plan of Merger and the Ancillary Agreements to which it is (or is contemplated to be) a party, the performance of its obligations hereunder and thereunder and the consummation of the Transactions is the Merger Sub Sole Shareholder Approval.

SECTION 5.09 No Prior Operations. Merger Sub was formed for the sole purposes of entering into this Agreement and the Ancillary Agreements to which it is (or is contemplated to be) a party and consummating the Transactions. Since the date of formation of Merger Sub, Merger Sub has not engaged in any business or activities whatsoever, nor incurred any liabilities, except in connection with this Agreement, the Ancillary Agreements or in furtherance of the Transactions. Merger Sub has no employees or liabilities under any Employee Benefit Plan.

SECTION 5.10 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Merger Sub.

SECTION 5.11 Information Supplied. None of the information supplied or to be supplied by Merger Sub for inclusion or incorporation by reference (a) in any current report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC and the ASX) with respect to the Transactions, (b) in the Proxy/Registration Statement, (c) in the Scheme Booklet, (d) in the mailings or other distributions to the SPAC Shareholders, the Company Shareholders or prospective investors with respect to the consummation of the Transactions, (e) in any amendment to any of documents described in clauses (a) through (d) or (f) any announcement or public statement made in connection with the Transactions, will, when filed, made available, mailed or distributed, as the case may be, contain (i) any material statement which is materially misleading or deceptive (with any statement of belief or opinion being honestly held and formed on a reasonable basis), including by way of omission from that statement, or (ii) 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, Merger Sub does not make any representation or warranty with respect to any information supplied by or on behalf of SPAC, the Company or any of their respective Affiliates for inclusion or incorporation by reference in any of the foregoing documents.

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SECTION 5.12 U.S. Entity Classification Elections. Merger Sub will elect to be disregarded as an entity separate from Pubco for U.S. federal income tax purposes effective as of the day of its formation and will not subsequently change such classification.

SECTION 5.13 Intended Tax Treatment . Merger Sub has not taken any action (nor permitted any action to be taken), nor is aware of any fact or circumstance, that would reasonably be expected to prevent, impair or impede the Intended Tax Treatment.

ARTICLE VI

CONDUCT OF BUSINESS

SECTION 6.01 Conduct of Business by the Company. The covenants set forth in clause 6.1 of the SID are incorporated herein by reference.

SECTION 6.02 Conduct of Business by SPAC. The covenants set forth in clause 6.2 of the SID are incorporated herein by reference.

SECTION 6.03 Conduct of Business by Pubco and Merger Sub. The covenants set forth in clause 6.3 of the SID are incorporated herein by reference.

SECTION 6.04 Claims Against Trust Fund. Each of the Company, Pubco and Merger Sub agrees that, notwithstanding any other provision contained in this Agreement, it does not now have, and shall not at any time prior to the Closing have, any right, title, interest or claim to, or make any claim of any kind against, in or to any assets in the Trust Fund (or distributions therefrom to (a) SPAC Shareholders upon the exercise of Redemption Rights or (b) the underwriters of the SPAC IPO in respect of any deferred underwriting commissions held in the Trust Fund, in each case as set forth in the Trust Agreement (collectively, the “Trust Distributions”)), regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between it and SPAC, this Agreement or any other discussion, contract or agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.04 as the “Claims”). Notwithstanding any other provision contained in this Agreement, each of the Company, Pubco and Merger Sub hereby irrevocably waives (on behalf of itself and its Affiliates) any Claim any of them may have, now or in the future, and will not seek recourse against the Trust Fund (including the Trust Distributions) for any reason whatsoever in respect thereof. Each of the Company, Pubco and Merger Sub acknowledges and agrees that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its Affiliates to induce SPAC to enter into this Agreement, and each of the Company, Pubco and Merger Sub further intends and understands such irrevocable waiver to be valid, binding and enforceable against it and each of its Affiliates under applicable Law. To the extent that the Company, Pubco, Merger Sub or any of their respective Affiliates commences any Action based upon, in connection with, relating to or arising out of any matter relating to SPAC or its Representatives, which Action seeks, in whole or in part, monetary relief against SPAC or its Representatives, each of the Company, Pubco and Merger Sub hereby acknowledges and agrees

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that its and its Affiliates’ sole remedy shall be against funds held outside of the Trust Fund and that such Action shall not permit the Company, Pubco, Merger Sub or any of their respective Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any Claim. Notwithstanding the foregoing, nothing herein will limit or prohibit the Company, Pubco or Merger Sub from pursuing a claim against SPAC or any other Person (i) for legal relief against monies or other assets of SPAC held outside of the Trust Fund or for specific performance or other equitable relief in connection with the Transactions (but excluding (A) restitution, disgorgement or other equitable relief to the extent affecting funds in the Trust Fund or (B) the Trust Distributions or any assets purchased or acquired with such funds) or (ii) for damages for breach of this Agreement against SPAC (or any successor entity) in the event this Agreement is terminated for any reason and SPAC consummates a Business Combination with another Person.

ARTICLE VII

ADDITIONAL AGREEMENTS

SECTION 7.01 Proxy/Registration Statement; SPAC Shareholders Meeting; SPAC Board Recommendation. The covenants set forth in clauses 2.2, 5.1(l), 5.1(m), 5.2(b), 5.2(j), 5.2(k), 5.2(l), 5.3(g), 5.3(h) and 7.4 of the SID are incorporated herein by reference.

SECTION 7.02 Scheme Booklet; Court Proceedings; Company Shareholder Meeting; Company Board Recommendation. The covenants set forth in clauses 2.1, 3.5, 3.6, 5.1 (other than clauses 5.1(l), 5.1(m) and 5.1(n)), 5.2 (other than clauses 5.2(b), 5.2(j), 5.2(k) and 5.2(l)), 5.3 (other than clauses 5.3(g), 5.3(h), 5.3(i) and 5.3(j)), 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 7.1, 7.2 and 7.3 of the SID are incorporated herein by reference.

SECTION 7.03 Company PCAOB Financial Statements. The covenants set forth in clause 5.1(n) of the SID are incorporated herein by reference.

SECTION 7.04 Access to Information; Confidentiality. The covenants set forth in clauses 6.4 and 14.1 of the SID are incorporated herein by reference.

SECTION 7.05 Exclusivity. The covenants set forth in clause 9 of the SID are incorporated herein by reference.

SECTION 7.06 Directors’ and Officers’ Indemnification. The covenants set forth in clause 13.3 of the SID are incorporated herein by reference.

SECTION 7.07 Notification of Certain Matters. The covenants set forth in clauses 3.4, 3.7 and 3.8 of the SID are incorporated herein by reference.

SECTION 7.08 Further Actions; Endeavors; Change of Control Requirements. The covenants set forth in clauses 2.3, 3.3, 6.5 and 16.1 of the SID are incorporated herein by reference.

SECTION 7.09 Public Announcements. The covenants set forth in clauses 14.2 and 14.3 of the SID are incorporated herein by reference.

SECTION 7.10 Tax Matters. The covenants set forth in clause 6.8 of the SID are incorporated herein by reference.

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SECTION 7.11 Foreign Private Issuer Status; Conversion of Pubco. The covenants set forth in clauses 5.3(i) and 5.3(j) of the SID are incorporated herein by reference.

SECTION 7.12 Integration Committee. The covenants set forth in clause 6.7 of the SID are incorporated herein by reference.

SECTION 7.13 Stock Exchange Matters. From the date of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with Section 9.01 (the “Interim Period”):

(a) SPAC shall (i) use its reasonable best efforts to ensure that SPAC remains listed on, and for the SPAC Units, the SPAC Class A Ordinary Shares and the SPAC Public Warrants to be tradable over, the Nasdaq during the Interim Period and (ii) apply for, and shall use reasonable best efforts to cause, the SPAC Units, the SPAC Class A Ordinary Shares and the SPAC Public Warrants to be delisted from the Nasdaq (or be succeeded by the applicable Equity Securities of Pubco) and to terminate the registration of SPAC with the SEC pursuant to Sections 12(b), 12(g) and 15(d) of the Exchange Act (or be succeeded by ▇▇▇▇▇), effective as of the Closing or as soon as practicable thereafter;

(b) the Company shall (i) use its reasonable best efforts to ensure that the Company remains listed on, and for the Company Ordinary Shares to be tradable over, the ASX during the Interim Period and (ii) apply for, and shall use reasonable best efforts to cause, the Company Ordinary Shares to be delisted from the ASX, effective as of the Closing or as soon as practicable thereafter; and

(c) Pubco shall apply for, and shall use reasonable best efforts to cause, the Pubco Ordinary Shares and the Pubco Warrants to be issued in connection with the Transactions to be approved for listing on the Nasdaq and accepted for clearance by the Depository Trust Company, effective as of the Closing, subject to official notice of issuance.

SECTION 7.14 Trust Fund. At least 48 hours prior to the Closing, SPAC shall (a) provide notice to the Trustee of the Closing in accordance with the Trust Agreement and shall deliver any other documents, opinions or notices required to be delivered to the Trustee pursuant to the Trust Agreement and (b) cause the Trustee to, at the Closing, (i) pay as and when due and from the Trust Fund (A) the SPAC Shareholder Redemption Amount and (B) all amounts payable to the Trustee pursuant to the Trust Agreement, and thereafter (ii) transfer all remaining funds held in the Trust Fund to an account designated by SPAC and cause the Trust Fund and the Trust Agreement to terminate.

SECTION 7.15 Incentive Plan. Prior to the Closing, Pubco shall approve and adopt (and the Pubco Sole Shareholder shall approve) an equity incentive plan in form and substance acceptable to the Company with a total pool of awards equal to 12% of the Pubco Ordinary Shares to be issued and outstanding (on a fully diluted basis) as of the Closing (to be adjusted as appropriate to reflect any share splits, share dividends, reverse share splits, combinations, reorganizations, reclassifications or similar events affecting the Pubco Ordinary Shares following the consummation of the Transactions, rounded down to the nearest whole share) (the “Incentive Plan”), which Incentive Plan shall have an annual “evergreen” increase of 3% of the number of Pubco Ordinary Shares outstanding as of the day prior to such increase.

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SECTION 7.16 PIPE Investment.

(a) Following the execution and delivery of this Agreement, each of SPAC, Pubco and the Company shall use their respective reasonable best efforts to take, or cause to be taken, and shall cooperate with one another in the taking of, all actions, and do, or cause to be done, all things, in each case, which are necessary, proper or advisable to consummate the PIPE Investment substantially concurrently with the Closing, including: (i) prior to Pubco entering into any PIPE Subscription Agreement or any other Contract related to the issuance of any Equity Securities of Pubco, unless the Company is entering into such PIPE Subscription Agreement or other Contract concurrently with Pubco, (A) providing the other Parties with each such PIPE Subscription Agreement or other such Contract prior to its execution, (B) providing each other Party reasonable time to review and comment thereon and considering in good faith any comments from the other Parties with respect to any such PIPE Subscription Agreement or other such Contract and (C) obtaining the prior written consent of the Company to such PIPE Subscription Agreement or other such Contract; (ii) maintaining all PIPE Subscription Agreements in full force and effect; (iii) providing, upon written request, the other Parties with such information as is reasonably requested in connection with the negotiation, preparation and execution of the PIPE Subscription Agreements and the consummation of the PIPE Investment; (iv) satisfying on a timely basis all conditions and covenants applicable to Pubco in the PIPE Subscription Agreements and otherwise complying with its obligations thereunder; (v) in the event that all conditions in the PIPE Subscription Agreements (other than those conditions that by their nature are to be satisfied at the PIPE Closing (as defined in the PIPE Subscription Agreements), but subject to their satisfaction at the PIPE Closing) have been satisfied, consummating the PIPE Investment concurrently with the Closing on the terms and subject to the conditions set forth in the PIPE Subscription Agreements; (vi) conferring with the other Parties regarding the timing of the PIPE Closing; (vii) delivering notices to the PIPE Investors sufficiently in advance of the PIPE Closing to cause them to fund their respective portions of the PIPE Investment as far in advance of the PIPE Closing as permitted by the PIPE Subscription Agreements; and (viii) causing each PIPE Investor to pay to (or as directed by) Pubco its portion of the PIPE Investment as set forth in the applicable PIPE Subscription Agreement and upon the terms and subject to the conditions set forth therein. Pubco shall take all actions required under the PIPE Subscription Agreements with respect to the timely issuance and delivery of the Pubco Ordinary Shares issuable in connection with the PIPE Investment, whether in certificate or book-entry form, as and when required under any such PIPE Subscription Agreement.

(b) Without limiting the generality of Section 7.16(a), each Party shall provide the other Parties prompt (and, in any event, within three Business Days) written notice: (i) of any breach or default (or any event that, with the giving of notice, the lapse of time or otherwise, could give rise to any breach or default) by any PIPE Investor of its PIPE Subscription Agreement known to such Party or of which such Party becomes aware; (ii) of the receipt of any written notice or other communication from any PIPE Investor with respect to any actual, potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by such PIPE Investor of any provisions of its PIPE Subscription Agreement; and (iii) if Pubco does not expect to receive all or any portion of the PIPE Investment on the terms or in the manner contemplated by the PIPE Subscription Agreements.

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SECTION 7.17 Pubco Sole Shareholder Approval; Merger Sub Sole Shareholder Approvals.

(a) Promptly following the execution and delivery of this Agreement (and in any event within 24 hours therefrom), the Pubco Sole Shareholder shall deliver to SPAC and the Company evidence, in form and substance reasonably acceptable to SPAC and the Company, of the Pubco Sole Shareholder Approval.

(b) Promptly following the execution and delivery of this Agreement (and in any event within 24 hours therefrom), Pubco, as the sole shareholder of Merger Sub, shall deliver to SPAC and the Company evidence, in form and substance reasonably acceptable to SPAC and the Company, of the Merger Sub Sole Shareholder Approval.

ARTICLE VIII

CONDITIONS TO THE TRANSACTIONS

SECTION 8.01 Conditions to the Obligations of the Parties. The obligations of the Parties to consummate, or cause to be consummated, the Transactions are subject to the satisfaction or waiver (where permitted by applicable Law) of (a) each of the conditions precedent to the Scheme as set out in clause 3.1 of the SID in accordance with the terms thereof and subject to clause 3.2 of the SID and (b) the effectiveness of the Scheme Acquisition, subject only to the filing by the Company of an office copy of the order of the Court with the Australian Securities and Investments Commission approving the Scheme Acquisition in accordance with section 411(10) of the Corporations Act.

SECTION 8.02 Frustration of Closing Conditions. No Party may rely, either as a basis for not consummating the Transactions or for terminating this Agreement and abandoning the Transactions, on the failure of any condition set forth in this Article VIII to be satisfied if such failure was principally caused by such Party’s breach of this Agreement.

ARTICLE IX

TERMINATION

SECTION 9.01 Termination. This Agreement may be validly terminated, and the Transactions may be abandoned at any time prior to the Closing:

(a) by mutual written consent of SPAC, Pubco and the Company; or

(b) automatically upon the termination of the SID in accordance with its terms.

SECTION 9.02 Effect of Termination. Subject to Section 9.03 and clauses 10, 11 and 12 of the SID, in the event of the valid termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become null and void, and there shall be no liability under this Agreement on the part of any Party or any of its Affiliates or any of its or their respective Representatives, other than liability of any Party (a) for any willful and material breach of this

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Agreement occurring prior to such termination or (b) in respect of any Fraud Claim; provided, however, that the provisions of Sections 6.04, 7.04 (with respect to confidentiality), 9.03, Article X and this Section 9.02 shall survive any such termination of this Agreement.

SECTION 9.03 Expenses. Except as otherwise set forth in this Agreement, all fees, expenses and disbursements incurred by or on behalf of any Party in connection with the preparation, negotiation and execution of this Agreement and the Ancillary Agreements, the performance of such Party’s obligations hereunder or thereunder or the consummation of the Transactions shall be paid by the Party incurring such fees, expenses and disbursements; provided, however, that, if the Closing occurs, all Outstanding Company Transaction Expenses, all Outstanding SPAC Transaction Expenses (subject to the SPAC Transaction Expenses Cap) and all Outstanding Pubco Transaction Expenses shall be paid by Pubco in accordance with Section 2.06(d).

ARTICLE X

GENERAL PROVISIONS

SECTION 10.01 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be duly given (a) when delivered in person, (b) if sent by prepaid post or internationally recognized delivery service, on the Business Day after the date of posting (or the seventh Business Day after the date of posting if posted to or from outside Australia and the recipient’s notice address is located in Australia) or (c) if delivered by email, on the earlier of (i) when the sender receives an automated message confirming delivery and (ii) two hours after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered, but if the delivery or transmission under clause (a) or (b) is not on a Business Day or is after 5:00 pm at the location of delivery or transmission on a Business Day, then such notice, request, claim, demand or other communication shall be taken to be given at 9:00am at the location of delivery or transmission on the following Business Day, in each case of clauses (a), (b) and (c), unless such notice, request, claim, demand or other communication specifies it shall be taken to be given at a later time, in which case it shall be taken to be given at such later time, addressed as follows (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.01):

If, prior to the Closing, to SPAC:

Investcorp AI Acquisition Corp.

▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇, Grand Cayman E9-KY1-1102

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

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

Winston & ▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

Houston, TX 77002

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

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and

▇▇▇▇▇▇▇ ▇▇▇

▇▇▇▇▇ ▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇

Sydney, NSW 2000 Australia

Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

If to the Company or, from and after the Closing, Pubco or the Surviving Corporation:

Bigtincan Holdings Limited

▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇

Sydney NSW 2000

Attention: ▇▇▇▇ ▇▇▇▇

Email: ▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇

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

▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ US LLP

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

Dallas, TX 75201

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Email: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇;

▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

and

▇▇▇▇▇▇▇ + ▇▇▇▇▇

▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Barangaroo, NSW 2000

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; ▇▇▇ ▇▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇.▇▇; ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇.▇▇;

▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇.▇▇

If, prior to the Closing, to Pubco or Merger Sub:

Bigtincan Limited

▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇, Grand Cayman E9-KY1-1102

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

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

Winston & ▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

Houston, TX 77002

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

SECTION 10.02 Non-Survival of Representations, Warranties and Covenants; Independent Investigation.

(a) 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 and other agreements, shall survive the Closing, and all such representations, warranties, covenants, obligations and other agreements shall terminate and expire upon the occurrence of the Closing such that no claim for breach thereof may be brought after the Closing against any Party or any of their respective Affiliates (and there shall be no liability after the Closing in respect thereof, whether such liability has accrued prior to or after the Closing, on the part of any Party or any of their respective Affiliates), except for (a) Fraud Claims, (b) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing, and then only with respect to any breaches occurring after the Closing and (c) this Article X and any corresponding definitions set forth in Article I.

(b) Each Party has made its own independent investigation, review and analysis regarding the other Parties, their respective businesses and the Transactions, which investigation, review and analysis were conducted by such Party together with expert advisors, including legal counsel, that it has engaged for such purpose. Each Party and its Representatives have been provided with full and complete access to the Representatives, properties, offices and facilities, books and records of the other Parties and any other information that they have requested in connection with their investigation, review and analysis of the other Parties, their respective businesses and the Transactions.

SECTION 10.03 Amendment. This Agreement may be amended by the Parties at any time, in whole or in part; by an instrument in writing signed by each of the Parties.

SECTION 10.04 Waiver.

(a) Each of SPAC, Pubco, Merger Sub and the Company may (a) extend the time for the performance of any obligation or other act of any non-Affiliated Party hereunder, (b) waive any inaccuracy in the representations and warranties by any non-Affiliated Party contained herein or in any document delivered pursuant hereto or (c) waive compliance by any non-Affiliated Party with any covenant or condition contained herein.

(b) Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the Party to be bound thereby. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Neither the waiver by any Party of a breach of or a default under any of the provisions of this Agreement, nor the failure

33

by any Party, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that a Party may otherwise have at law or in equity.

SECTION 10.05 Severability. If any provision of this Agreement is held to be invalid, illegal or incapable of being enforced, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner which is materially adverse to any Party. Upon such determination that any provision of this Agreement is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest extent possible.

SECTION 10.06 Entire Agreement; Assignment. This Agreement (together with the Exhibits and Schedules hereto) and the Ancillary Agreements constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements and undertakings, both written and oral, between the Parties with respect to the subject matter hereof and thereof, except for the Confidentiality Agreement. No Party shall assign, grant or otherwise transfer the benefit of the whole or any part of this Agreement or any of its rights or obligations hereunder (whether pursuant to a merger, by operation of Law or otherwise) without the prior written consent of the other Parties; provided, that no permitted assignment shall relieve the assigning Party of any of its obligations hereunder.

SECTION 10.07 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that the Nonparty Affiliates are intended third-party beneficiaries of Section 10.13.

SECTION 10.08 Governing Law; Venue.

(a) This Agreement and all claims and causes of action arising hereunder shall be governed by, and construed in accordance with, the Laws of the State of New York applicable to contracts executed in and to be performed in that State, without regard to any conflicts of laws principles or rules; provided, however, that, to the extent mandatorily required, any terms or provisions of this Agreement relating to the Scheme Acquisition and governance and administration of the Company shall be governed by the Laws of Australia.

(b) Each of the Parties hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Supreme Court of the State of New York or, if it has or can acquire jurisdiction, in the U.S. District Court for the Southern District of New York (and in each case, any appellate courts thereof) (collectively, the “Chosen Courts”). Each of the Parties further agrees that notice delivered pursuant to Section 10.01 shall constitute sufficient service of process, and each of the Parties waives any argument that such service is insufficient.

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Each of the Parties 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, (i) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) that it or its properties and assets is exempt or immune from jurisdiction of any Chosen Court or from any legal process commenced in any Chosen Court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) any Action in any Chosen Court is brought in an inconvenient forum, (B) the venue of any such Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by any Chosen Court.

SECTION 10.09 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. EACH OF THE PARTIES (A) CERTIFIES THAT NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.09.

SECTION 10.10 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 10.11 Counterparts. This Agreement may be executed and delivered (including executed manually or electronically via DocuSign or other similar services and delivered by portable document format (pdf) transmission) in multiple counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

SECTION 10.12 Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with its terms, and, accordingly, that the Parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement or to enforce specifically the performance of the provisions hereof (including the Parties’ obligations to consummate the Transactions), without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at Law or in equity. Each of the Parties hereby further waives (a) any defense in any action for equitable relief that a remedy at Law would be adequate, or an award of specific performance is not an appropriate remedy, and (b) any requirement under any applicable Law to post security or a bond as a prerequisite to obtaining equitable relief.

SECTION 10.13 No Recourse. All claims, obligations, liabilities and causes of action (whether in contract or in tort, in Law or at equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability

35

company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with or relate in any manner to this Agreement or any of the Ancillary Agreements, or the negotiation, execution or performance or non-performance of this Agreement or any of the Ancillary Agreements (including any representation or warranty made in, in connection with or as an inducement to this Agreement or any of the Ancillary Agreements) or the consummation of any of the Transactions, may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties to this Agreement or the applicable Ancillary Agreement (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future Representative, incorporator, member, partner, manager, stockholder, shareholder, Affiliate, financing source or permitted assignee of any Contracting Party, or any current, former or future Representative, incorporator, member, partner, manager, stockholder, shareholder, Affiliate, financing source or permitted assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or at equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or any of the Ancillary Agreements or the negotiation, execution or performance or non-performance of this Agreement or any of the Ancillary Agreements (including any representation or warranty made in, in connection with or as an inducement to this Agreement or any of the Ancillary Agreements) or the consummation of any of the Transactions. The Parties acknowledge and agree that the Nonparty Affiliates are intended third-party beneficiaries of this Section 9.13. Notwithstanding anything to the contrary herein, none of the Contracting Parties shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, any of the Ancillary Agreements or the Transactions, or the termination or abandonment of any of the foregoing.

SECTION 10.14 Company Disclosure Letter. The Company Disclosure Letter (including any section thereof) referenced herein is a part of this Agreement as if fully set forth herein. Any disclosure made by the Company in the Company Disclosure Letter (including any section thereof) with reference to any Section of this Agreement or section thereof shall be deemed to be a disclosure with respect to such other applicable Sections of this Agreement or sections thereof if it is reasonably apparent that such disclosure is responsive to such other Section of this Agreement or section thereof. Certain information set forth in the Company Disclosure Letter is included therein solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any such information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality or used as a basis for interpreting the term “material” or other similar terms in this Agreement. The Company Disclosure Letter, and the information and statements contained therein, are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company, and any item of information, matter or document disclosed or referenced in, or attached to, the Company Disclosure Letter shall not (a) be deemed or interpreted to expand the scope of any representation or warranty, obligation, covenant, condition or agreement contained in this Agreement, (b) constitute, or be deemed to

36

constitute, an admission of liability or obligation or otherwise to any third party regarding such matter or (c) represent an admission to any third party that the consummation of the Transactions requires the consent of any third party. Without limiting the generality of the foregoing, all references in the Company Disclosure Letter to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence or existence of breaches or defaults by the Company or any of its Affiliates or third parties, or similar matters or statements, are not intended to be admissions against interests, give rise to any inference or proof of accuracy or be admissible against any Person by or in favor of any Person who is not a Party.

SECTION 10.15 Conflicts. Each Party hereby agrees that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Sponsor or any of its Affiliates, on the one hand, and Pubco, the Surviving Corporation, the Company or any of their respective Affiliates, on the other hand, any legal counsel (including ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ US LLP and ▇▇▇▇▇▇▇ + ▇▇▇▇▇) that represented the Company prior to the Closing may represent Pubco, the Surviving Corporation, the Company or any of their respective Affiliates in such dispute even though the interests of Pubco, the Surviving Corporation, the Company or such Affiliates may be directly adverse to Sponsor or any of its Affiliates, and even though such counsel may have represented the Company prior to the Closing in a matter substantially related to such dispute.

[Signature Pages Follow]

37

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed as of the date first written above.

[Signature Page to Business Combination Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed as of the date first written above.

[Signature Page to Business Combination Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed as of the date first written above.

[Signature Page to Business Combination Agreement]

Exhibit A

Form of Warrant Assignment, Assumption and Amendment Agreement

(See attached)

Exhibit A

WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT, dated as of [●] (this “Agreement”), is made and entered into by and among Investcorp AI Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Bigtincan Limited, a Cayman Islands exempted company (“Pubco”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent” and together with SPAC and Pubco, the “Parties” and each a “Party”) and amends that certain Warrant Agreement (the “Existing Warrant Agreement”), dated as of May 9, 2022, by and between SPAC and the Warrant Agent. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Warrant Agreement.

WHEREAS, pursuant to the Existing Warrant Agreement, SPAC issued (a) 16,087,500 Private Placement Warrants to the Sponsor, and (b) 25,875,000 Units, each consisting of one Class A ordinary share of SPAC, par value $0.0001 per share (“SPAC Class A Ordinary Shares”), and one-half of one redeemable Public Warrant;

WHEREAS, on October 21, 2024, SPAC, Pubco, BTH Merger Sub Limited, a Cayman Islands exempted company and a direct, wholly owned Subsidiary of Pubco (“Merger Sub”), and Bigtincan Holdings Limited, an Australian public company listed on the Australian Securities Exchange with Australian Company Number (ACN) ▇▇▇ ▇▇▇ ▇▇▇ (the “Company”), entered into a business combination agreement (as amended, modified or supplemented from time to time, the “Business Combination Agreement”), which provides for, among other things, a business combination among SPAC, Pubco, Merger Sub and the Company;

WHEREAS, all of the Warrants are governed by the Existing Warrant Agreement;

WHEREAS, pursuant to the Business Combination Agreement, SPAC will merge with and into Merger Sub, with Merger Sub surviving such merger as a direct, wholly owned subsidiary of Pubco (such merger, the “SPAC Merger”), and as a result of the SPAC Merger, the holders of SPAC Class A Ordinary Shares shall become holders of ordinary shares of Pubco (“Pubco Ordinary Shares”);

WHEREAS, upon consummation of the SPAC Merger, as provided in Section 4.4 of the Existing Warrant Agreement, the Warrants will no longer be exercisable for SPAC Class A Ordinary Shares but instead will be exercisable (subject to the terms of the Existing Warrant Agreement as amended hereby) for Pubco Ordinary Shares;

WHEREAS, the Board has determined that the consummation of the transactions contemplated by the Business Combination Agreement (a) will constitute a Business Combination and (b) provide for the delivery of Alternative Issuance as contemplated by Section 4.4 of the Existing Warrant Agreement;

WHEREAS, in connection with the SPAC Merger, SPAC desires to assign all of its right, title and interest in the Existing Warrant Agreement to Pubco and Pubco wishes to accept such assignment; and

WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that SPAC and the Warrant Agent may amend the Existing Warrant Agreement without the consent of any Registered Holders to provide for the delivery of Alternative Issuance pursuant to Section 4.4 of the Existing Warrant Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Parties agree as follows:

1.1 Assignment and Assumption. As of and with effect on and from the SPAC Merger Effective Time (as defined in the Business Combination Agreement, the “SPAC Merger Effective Time”), (a) SPAC hereby assigns to Pubco all of SPAC’s right, title and interest in and to the Existing Warrant Agreement (as amended hereby), and (b) Pubco hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of SPAC’s liabilities and obligations under the Existing Warrant Agreement (as amended by this Agreement) arising on, from and after the SPAC Merger Effective Time.

1.2 Consent. The Warrant Agent hereby consents to (a) the assignment of the Existing Warrant Agreement by SPAC to Pubco pursuant to Section 1.1 hereof and the assumption of the Existing Warrant Agreement by Pubco from SPAC pursuant to Section 1.1 hereof, in each case effective as of the SPAC Merger Effective Time, and (b) the continuation of the Existing Warrant Agreement (as amended by this Agreement) in full force and effect from and after the SPAC Merger Effective Time.

2.1 Effectiveness. Effective as of the SPAC Merger Effective Time, SPAC and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are to provide for the delivery of Alternative Issuance pursuant to Section 4.4 of the Existing Warrant Agreement in connection with the SPAC Merger and the other transactions contemplated by the Business Combination Agreement.

2.2 Conversion of Warrants. Pursuant to Section 2.01(d)(iv) of the Business Combination Agreement, each Warrant that is outstanding immediately prior to the SPAC Merger Effective Time shall automatically be converted into a warrant to purchase a number of Pubco Ordinary Shares determined in accordance with the terms of such Warrant and the terms of this Agreement.

2.3 Detachability of Warrants. Section 2.4 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“[INTENTIONALLY OMITTED.]”

2.4 References to the “Company”. All references to the “Company” in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to Pubco.

2

2.5 References to Class A Ordinary Shares. All references to “Class A ordinary shares” and “Class A Ordinary Shares” in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to Pubco Ordinary Shares.

2.6 References to Business Combination. All references to “Business Combination” in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to the transactions contemplated by the Business Combination Agreement, and references to “the completion of the Business Combination” and all variations thereof in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to the closing of the transactions contemplated by the Business Combination Agreement.

2.7 Notice Clause. Section 9.2 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“9.2 Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on Pubco shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by Pubco with the Warrant Agent), as follows:

If to Pubco, to:

Bigtincan Holdings Limited

▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇

Sydney NSW 2000

Attention: ▇▇▇▇ ▇▇▇▇

Email: ▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇

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

▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ US LLP

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

Dallas, TX 75201

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Email: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇;

▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

and

▇▇▇▇▇▇▇ + ▇▇▇▇▇

▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Barangaroo, NSW 2000

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; ▇▇▇ ▇▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇.▇▇; ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇.▇▇;

▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇.▇▇

3

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by Pubco to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with Pubco), as follows:

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department”

3.1 Effectiveness of the Amendment. Each of the Parties acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the occurrence of the SPAC Merger and the substantially contemporaneous occurrence of the closing of the transactions contemplated by the Business Combination Agreement and shall automatically be terminated and shall be null and void if the Business Combination Agreement shall be terminated for any reason.

3.2 Successors. All the covenants and provisions of this Agreement by or for the benefit of Pubco, SPAC or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

3.3 Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement shall be governed in all respects by the laws of the State of New York. Subject to applicable law, each of Pubco and SPAC hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. Each of Pubco and SPAC hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 3.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

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3.4 Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

3.5 Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

3.6 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

[Signature Pages Follow]

5

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

[Signature Page to Warrant Assignment, Assumption and Amendment Agreement]

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

[Signature Page to Warrant Assignment, Assumption and Amendment Agreement]

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

[Signature Page to Warrant Assignment, Assumption and Amendment Agreement]

Exhibit B

Form of SID

(See attached)

Exhibit B

Date:   

Parties

The parties agree:

Background

A term or expression starting with a capital letter:

The interpretation clause in Schedule 1 sets out rules of interpretation for this deed.

in accordance with the Timetable.

Subject to this clause 3, the Scheme will not become Effective, and the respective obligations of the parties in relation to the implementation of the Scheme will not be binding, unless and until each of the following conditions precedent is satisfied or waived (to the extent and in the manner set out in this clause 3):

unless:

For the avoidance of doubt, if a BTH Prescribed Occurrence or a BTH Material Adverse Change is in existence and has not been remedied as at 5.00pm on the Business Day before the Second Court Date, clauses 3.3(j)(iii) and 3.3(j)(iv) will not apply and SPAC may exercise any rights it has in relation to such events under this deed.

unless:

For the avoidance of doubt, if a SPAC Prescribed Occurrence or a SPAC Material Adverse Change is in existence and has not been remedied as at 5.00pm on the Business Day before the Second Court Date, clauses 3.3(k)(iii) and 3.3(k)(iv) will not apply and BTH may exercise any rights it has in relation to such events under this deed.

unless:

For the avoidance of doubt, if a Pubco Prescribed Occurrence or Merger Sub Prescribed Occurrence or a Pubco Material Adverse Change or Merger Sub Material Adverse Change is in existence and has not been remedied as at 5.00pm on the Business Day before the Second Court Date, clauses 3.3(l)(iii) and 3.3(l)(iv)

will not apply and BTH may exercise any rights it has in relation to such events under this deed.

and BTH must provide Pubco with all assistance and information that it reasonably requests in connection with its application for FIRB Approval.

Each of SPAC, Pubco, Merger Sub and BTH must:

If:

then BTH must:

For the purposes of this clause 3, a Condition will be incapable of satisfaction, or incapable of being satisfied if there is an act, failure to act or occurrence that will prevent the Condition being satisfied by the End Date (and the breach or non-satisfaction that would otherwise have occurred has not already been waived in accordance with this deed).

(funding arrangements) under which Pubco will raise an aggregate amount in cash of at least USD$15,000,000 which is able to be drawn by Pubco by no later than the Business Day before the Implementation Date (the Minimum Cash Pool Amount), then Pubco shall provide BTH and SPAC with written notice by the date that is 20 Business Days prior to the Scheme Meeting stating the aggregate amount raised under all such funding arrangements entered into by Pubco as of such date (a Cash Election Facility Trigger Notice).

(a Cash Election).

(A-B) x (C÷D)

Where:

A is the Cash Pool Amount;

B is the aggregate of the amounts which would be payable to all relevant Scheme Shareholders under clause 4.4(b)(i)(A);

C is the number of Scheme Shares held by the relevant Scheme Shareholder (other than those for which the relevant Scheme Shareholder is entitled to payment under clause 4.4(b)(i)(A)); and

D is the aggregate number of Scheme Shares held by all relevant Scheme Shareholders (other than those for which any Scheme Shareholder is entitled to payment under clause 4.4(b)(i)(A))).

(A-B) x (C÷D)

Where:

A is the Cash Pool Amount;

B is the aggregate of the amounts which would be payable to all relevant Scheme Shareholders under clause 4.4(b)(i)(A);

C is the number of Scheme Shares held by the relevant Scheme Shareholder (other than those for which the relevant Scheme Shareholder is entitled to payment under clause 4.4(b)(i)(A)); and

D is the aggregate number of Scheme Shares held by all relevant Scheme Shareholders (other than those for which any Scheme Shareholder is entitled to payment under clause 4.4(b)(i)(A)).

((X-Y) ÷ X) ▇ ▇

Where:

X is the amount obtained by multiplying the number of Scheme Shares held by that Scheme Shareholder, by USD $0.16145;

Y is the aggregate cash consideration which the relevant Scheme Shareholder is entitled to receive under clause 4.4(b); and

Z is the aggregate amount of New Pubco Shares that Scheme Shareholder would have been entitled to receive under clause 4.2(b)(i) if it had not made a valid Cash Election.

(i) setting out the names and registered addresses of all of them;

(ii) stating that opinion; and

(iii) attributing to one of them specifically identified in the notice the BTH Shares held by all of them,

and, after the notice has been so given, the Scheme Shareholder specifically identified in the notice shall, for the purposes of the Scheme, be taken to hold all those BTH Shares and each of the other Scheme Shareholders whose names are set out in the notice shall, for the purposes of the Scheme, be taken to hold no BTH Shares.

A = (B/C) x D

where

A is the amount to be paid to the Ineligible Foreign Shareholder;

B is the number of New Pubco Shares attributable to, and that would otherwise have been issued to, that Ineligible Foreign Shareholder had it not been an Ineligible Foreign Shareholder and which are instead issued to the Sale Agent;

C is the total number of New Pubco Shares attributable to, and which would otherwise have been issued to, all Ineligible Foreign Shareholders collectively and which are instead issued to the Sale Agent; and

D is the Proceeds (as defined in clause 4.6(a)(ii)).

Pubco covenants in favour of BTH (in its own right and on behalf of the Scheme Shareholders) that:

BTH may not consent to any modification of, or amendment to, or the making or imposition by the Court of any condition in respect of, the Scheme without the prior written consent of SPAC and Pubco, such consent not to be unreasonably withheld, conditioned or delayed.

Notwithstanding any other provision of this deed, if Pubco determines, having regard to legal or other professional advice, that Pubco is:

Pubco is entitled to:

and, in each case, payment of the reduced amount or issue of the reduced number of securities shall be taken to be full payment of the relevant amount for the purposes of this Scheme (including (but not limited to) clause 4.2).

The parties acknowledge that each Scheme Shareholder who is an Australian resident shareholder who holds their Scheme Shares on capital account will be eligible for scrip- for-scrip rollover relief under subdivision 124-M of the Tax Act for the non-cash component of the Scheme Consideration, to the extent permitted under the Tax Act, and that an ATO Ruling confirming such treatment will be sought by BTH from the Australian Tax Office.

The parties acknowledge and agree that the calculations and assumptions set out in the spreadsheet (acknowledged via email by representatives of BTH and SPAC for the purposes of this clause on or prior to the date of this deed) represent, as at the date of this deed, their respective understanding regarding the indicative Pubco issued capital as at the Implementation Date. For the avoidance of doubt, the parties acknowledge and agree that a party will not have breached this clause 4.13, and no other party will have any rights under the SID or any of the Transaction Documents for any breach of this clause 4.13 by a party, in each case to the extent such alleged breach relates to any of the assumptions in the spreadsheet (acknowledged via email by representatives of BTH and SPAC for the purposes of this clause on or prior to the date of this deed) being incorrect or not eventuating on or prior to the Implementation Date.

BTH must take all steps reasonably necessary to implement the Scheme as soon as reasonably practicable and in accordance with the Timetable, including taking each of the following steps:

SPAC must take all steps reasonably necessary to assist BTH to implement the Scheme as soon as reasonably practicable after the date of this deed and in accordance with the Timetable, including taking each of the following steps:

Pubco must take all necessary steps to implement the Scheme as soon as is reasonably practicable in accordance with the Timetable, including each of the following:

an entity that is not a member of the wholly-owned group, of which PubCo is the ultimate holding company, and in relation to the issuing of the replacement interest,

provided that:

If the Court refuses to make any orders directing BTH to convene the Scheme Meeting or approving the Scheme:

The Scheme Booklet will include a responsibility statement to the effect that:

If the parties disagree on the form or content of the Scheme Booklet, they must consult in good faith to try to settle an agreed form of the Scheme Booklet. If complete agreement is not reached after reasonable consultation, then:

Each party must procure that its Authorised Persons work (including by attending meetings and by providing information) in good faith and in a timely and co-operative fashion with the other parties to implement the Scheme, to prepare all documents required relating to the Scheme, and to agree and execute the strategy described in clause 6.5.

As soon as practicable after the date of this deed, the parties must: