EXHIBIT 2.1

Execution Version 

BUSINESS COMBINATION AGREEMENT

by and among

SQUIRREL ENLIVENED TECHNOLOGY CO., LTD,

(as “Squirrel HoldCo”)

SQUIRREL ENLIVENED INTERNATIONAL CO., LTD,

(as “Squirrel Cayman”)

SQUIRREL ENLIVENED OVERSEAS CO., LTD

(as “Merger Sub”)

and

HORIZON SPACE ACQUISITION I CORP.

(as “Company”)

September 16, 2024

Execution Version

TABLE OF CONTENTS 

EXHIBITS

Execution Version

BUSINESS COMBINATION AGREEMENT

THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of September 16, 2024 (the “date hereof”), is made by and among Squirrel Enlivened Technology Co., Ltd, a Cayman Islands exempted company limited by shares (“Squirrel HoldCo”), Squirrel Enlivened International Co., Ltd, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Squirrel HoldCo (“Squirrel Cayman” or, upon and following the Reorganization Closing, “Parent”), Squirrel Enlivened Overseas Co., Ltd, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Squirrel Cayman (“Merger Sub”), and Horizon Space Acquisition I Corp., a Cayman Islands exempted company (the “Company”). Squirrel HoldCo, Squirrel Cayman, Merger Sub and the Company will each be referred to herein from time to time as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X below.

WHEREAS, Squirrel HoldCo, through its subsidiaries, is in the business of brand marketing and strategy consulting;

WHEREAS, Squirrel Cayman is a newly incorporated, wholly-owned, direct subsidiary of Squirrel HoldCo and a Cayman Islands exempted company that was incorporated for the sole purpose of the merger with and into Squirrel HoldCo (the “Reorganization”), in which Squirrel Cayman will be the surviving entity, on the terms and subject to the conditions set forth in this Agreement and in accordance with the provisions of the Cayman Companies Act and other applicable laws;

WHEREAS, Merger Sub is a newly incorporated, wholly-owned, direct subsidiary of Squirrel Cayman and a Cayman Islands exempted company that was incorporated for the sole purpose of consummating the Merger (as defined below);

WHEREAS, the Company is a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities;

WHEREAS, promptly after the Reorganization, the Parties desire and intend to effect a merger of Merger Sub with and into the Company (the “Merger”, collectively with the Reorganization and other transactions contemplated herein, the “Business Combination”), in which the Company will be the surviving entity and a wholly-owned, direct subsidiary of Parent, on the terms and subject to the conditions set forth in this Agreement and in accordance with the provisions of the Cayman Companies Act and other applicable laws;

WHEREAS, in furtherance of the Business Combination and in accordance with the terms hereof, the Company shall provide an opportunity to its Public Shareholders to have their Company Public Shares redeemed for the consideration, and on the terms and subject to the conditions and limitations, set forth in this Agreement, the Company’s Governing Documents and the Company Trust Agreement in conjunction with, inter alia, obtaining approval from the shareholders of the Company for the Merger (collectively with the other transactions, authorization and approvals set forth in the Proxy Statement, the “Redemption Offer”);

WHEREAS, concurrently with the execution and delivery of this Agreement, Squirrel HoldCo, Squirrel Cayman, the Company and Horizon Space Acquisition I Sponsor Corp. (“Sponsor”) have entered into the Sponsor Support Agreement attached hereto as Exhibit A (the “Sponsor Support Agreement”);

WHEREAS, concurrently with the execution and delivery of this Agreement, Squirrel HoldCo, Squirrel Cayman, the Company and Squirrel Enlivened Holdings Co., Ltd, a business company limited by shares incorporated under the laws of the British Virgin Islands and a key shareholder of Squirrel HoldCo, have entered into the Shareholder Lock-Up and Support Agreement attached hereto as Exhibit B (the “Shareholder Support Agreement”);

WHEREAS, prior to the Merger Effective Time, the Sponsor and certain shareholders of Squirrel HoldCo shall have entered into a lock-up agreement with Parent substantially in the form attached hereto as Exhibit C (the “Lock-Up Agreement”);

WHEREAS, prior to the Merger Effective Time, Parent, the Sponsor and certain other parties thereto shall have entered into a registration rights agreement with Parent substantially in the form attached hereto as Exhibit D (the “Registration Rights Agreement”); 

WHEREAS, immediately prior to or upon the Merger Effective Time, Parent, the Company and Continental Stock Transfer & Trust Company, LLC shall have entered into an Assignment, Assumption and Amended & Restated Warrant Agreement in the form attached hereto as Exhibit E (the “A&R Warrant Agreement”); and

WHEREAS, prior to the Merger Effective Time, the Company and Parent shall negotiate in good faith and agree on the form of the standard employment agreement form of Parent (the “Parent Employment Agreement”).

WHEREAS, the Squirrel HoldCo Board has unanimously (i) determined that it is advisable for Cayman HoldCo to enter into this Agreement and the other Transaction Documents to which it is or will be a party, (ii) approved the execution and delivery of this Agreement and the other Transaction Documents to which it is or will be a party and the transactions contemplated hereby and thereby, including the Reorganization, and (iii) recommended the adoption and approval of this Agreement and the other Transaction Documents to which it is or will be a party and the Reorganization by Squirrel HoldCo Shareholders (the “Squirrel HoldCo Board Recommendation”);

WHEREAS, the Squirrel Cayman Board has unanimously (i) determined that it is advisable for Squirrel Cayman to enter into this Agreement and the other Transaction Documents to which it is or will be a party, (ii) approved the execution and delivery of this Agreement and the other Transaction Documents to which it is or will be a party and the transactions contemplated hereby and thereby, including the Reorganization and the Merger, and (iii) recommended the adoption and approval of this Agreement and the other Transaction Documents to which it is or will be a party and the Reorganization and the Merger by the sole shareholder of Squirrel Cayman (the “ Squirrel Cayman Board Recommendation”);

WHEREAS, (A) the board of directors of Merger Sub has unanimously (i) determined that it is advisable for Merger Sub to enter into this Agreement and the other Transaction Documents to which it is or will be a party, (ii) approved the execution and delivery of this Agreement and the other Transaction Documents to which it is or will be a party and the transactions contemplated hereby and thereby, and (B) Squirrel Cayman, as the sole shareholder of Merger Sub, has adopted a written resolution approving this Agreement and the other Transaction Documents to which Merger Sub is or will be a party and the transactions contemplated hereby and thereby;

WHEREAS, the special committee of the board of directors of the Company and the board of directors of the Company has unanimously and respectively (i) determined that it is advisable for the Company to enter into this Agreement and the other Transaction Documents to which it is or will be a party, (ii) approved the execution and delivery of this Agreement and the other Transaction Documents to which it is or will be a party and the transactions contemplated hereby and thereby, including the Merger, and (iii) recommended the adoption and approval of this Agreement and the other Transaction Documents to which it is or will be a party and the Merger by the Company Shareholders; and

WHEREAS, each of the Parties intends that, for U.S. federal income tax purposes, the Merger will constitute a transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations thereunder (the “Intended Tax Treatment”);

NOW, THEREFORE, in consideration the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement and intending to be legally bound hereby, Squirrel HoldCo, Squirrel Cayman, Merger Sub and the Company agree as follows:

ARTICLE I  

THE REORGANIZATION

1.1 The Reorganization and Reorganization Closing; Reorganization Effective Time.

(a) Subject to the terms and conditions hereof, at the Reorganization Effective Time, and in accordance with the applicable provisions of the Cayman Companies Act, Squirrel HoldCo will merge with and into Squirrel Cayman in accordance with the Cayman Companies Act, whereupon the separate existence of Squirrel HoldCo will cease, and Squirrel Cayman will be the surviving company. Squirrel Cayman as the surviving entity after the Reorganization is hereinafter sometimes referred to as the “Parent”.

(b) At the Reorganization Effective Time, the effect of the Reorganization shall be as provided in this Agreement, and the plan of merger with respect to the Reorganization substantially in the form set out in Exhibit F-1 hereto (the “Plan of Reorganization”) and any other documents required by the Cayman Companies Act registered with the Cayman Registrar, in accordance with the relevant provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Reorganization Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, immunities, duties and obligations of Squirrel HoldCo shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, immunities, duties and obligations of Squirrel Cayman, which shall include the assumption by Squirrel Cayman of any and all agreements, covenants, duties and obligations of Squirrel HoldCo set forth in this Agreement to be performed after the Reorganization Effective Time.

(c) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Reorganization (the “Reorganization Closing”) shall take place remotely by conference call and exchange of documents and signatures on the date which is no later than five (5) Business Days after the first date on which all conditions set forth in Section 8.1, Section 8.2 and Section 8.3 shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Reorganization Closing, but subject to the satisfaction or waiver thereof) or such other time and place as Squirrel HoldCo and Squirrel Cayman may mutually agree in writing. The date on which the Reorganization Closing actually occurs is referred to in this Agreement as the “Reorganization Closing Date.”

(d) Subject to the satisfaction or waiver of all of the conditions set forth in Section 8.1, Section 8.2 and Section 8.3, Squirrel HoldCo and Squirrel Cayman shall cause the Reorganization to be consummated by registering the Plan of Reorganization with the Cayman Registrar (the time of the Plan of Reorganization being registered by the Cayman Registrar, or such later time as may be specified in the Plan of Reorganization, being referred to herein as the “Reorganization Effective Time”).

1.2 Effect on Issued Securities of Squirrel HoldCo. Upon the terms and subject to the conditions of this Agreement, at the Reorganization Effective Time, by virtue of the Reorganization and without any action on the part of any party or the holders of securities of Squirrel HoldCo or Squirrel Cayman (or Parent) (other than those as described in this Agreement):

(a) Squirrel HoldCo Ordinary Shares. Each Squirrel HoldCo Ordinary Share (other than the Squirrel HoldCo Dissenting Shares and Squirrel HoldCo Excluded Shares) issued and outstanding immediately prior to the Reorganization Effective Time (other than those described in Section 1.2(b), Section 1.2(c) and Section 1.2(e) below) shall be cancelled and automatically converted into the right to receive, without interest, such number of the newly issued Parent Ordinary Shares that is equal to the Exchange Ratio, following which all such Squirrel HoldCo Ordinary Share shall cease to be issued and outstanding and shall automatically be canceled and shall cease to exist. Each share certificate (if any) formerly representing any Squirrel HoldCo Ordinary Share (other than those described in Section 1.2(b), Section 1.2(c) and Section 1.2(e) below) shall thereafter represent only the right to receive the same number of Parent Ordinary Shares.

(b) Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, no Person who has validly exercised their dissenters’ rights in respect of the Reorganization pursuant to Section 238 of the Cayman Companies Act (each a “Squirrel HoldCo Dissenting Shareholders”) shall be entitled to receive the Parent Ordinary Shares in accordance with Section 1.2(a), as applicable with respect to the Squirrel HoldCo Ordinary Shares owned by such Person (“Squirrel HoldCo Dissenting Shares”) unless and until such Person shall have effectively withdrawn, waived or lost such Person’s dissenters’ rights under the Cayman Companies Act. Each Squirrel HoldCo Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Act with respect to the Squirrel HoldCo Dissenting Shares owned by such Squirrel HoldCo Dissenting Shareholder, and the Squirrel HoldCo Dissenting Shares shall be cancelled and cease to exist at the Reorganization Effective Time. For the avoidance of doubt, all Squirrel HoldCo Dissenting Shares held by a Squirrel HoldCo Dissenting Shareholder who shall have not exercised or who effectively shall have withdrawn or lost his/her/its dissenter rights under Section 238 of the Cayman Companies Act shall thereupon not be Squirrel HoldCo Dissenting Shares and shall be cancelled and cease to exist at the Reorganization Effective Time, in exchange for the right to receive Parent Ordinary Shares in accordance with Section 1.2(a). If any shareholder of Squirrel HoldCo gives to Squirrel HoldCo, before the Squirrel HoldCo Shareholder Approval is obtained, written objection to the Reorganization (each, a “Reorganization Written Objection”) in accordance with Section 238(2) of the Cayman Companies Act, Squirrel HoldCo shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reorganization (the “Reorganization Authorization Notice”) to each such Squirrel HoldCo shareholder who has made a Reorganization Written Objection.

(c) Cancellation of Shares Owned by Squirrel HoldCo. If there are any shares of Squirrel HoldCo that are owned by Squirrel HoldCo as treasury shares or any shares of Squirrel HoldCo owned by any direct or indirect wholly owned subsidiary of Squirrel HoldCo immediately prior to the Reorganization Effective Time (the “Squirrel HoldCo Excluded Shares”), such shares shall be canceled and extinguished without any conversion thereof or payment therefor.

(d) Transfers of Ownership. If any share certificate representing shares or securities of Squirrel HoldCo is to be issued in a name other than that in which the share certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the share certificate so surrendered will be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer and that the Person requesting such exchange will have paid to the Squirrel HoldCo or any registered office provider or any agent designated by it any transfer or other Taxes required by reason of the issuance of a share certificate for shares or securities of Squirrel HoldCo in any name other than that of the registered holder of the share certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such Tax has been paid or is not payable.

(e) Surrender of Squirrel HoldCo Certificates. Parent Securities issued upon the surrender of Squirrel HoldCo Ordinary Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities.

(f) Lost, Stolen or Destroyed Certificates. In the event any share certificates shall have been lost, stolen or destroyed, Parent shall issue in exchange for such lost, stolen or destroyed share certificates or securities, as the case may be, upon the making of an affidavit of that fact by the holder thereof, such Parent Securities, as may be required pursuant to this Section 1.2(f); provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed share certificates to agree to indemnify Parent with respect to the share certificates alleged to have been lost, stolen or destroyed.

1.3 Cancellation of Squirrel Cayman Share. Each ordinary share of a par value of US$0.0001 each of Squirrel Cayman issued and outstanding immediately prior to the Reorganization Effective Time shall be canceled and extinguished without any conversion thereof or payment therefor.

1.4 Organizational Documents of Parent. At the Reorganization Effective Time, the memorandum and articles of association of Squirrel Cayman shall be amended and restated so that they read in their entirety as set forth in Exhibit G annexed hereto, and as so amended and restated, shall become the memorandum and articles of association of Parent until the same may be thereafter further amended and/or restated in accordance with their terms and the Cayman Companies Act. The name of Parent will be the same as the name of Squirrel Cayman.

1.5 Officers and Directors of Parent. As of the Reorganization Effective Time, the Persons constituting the officers and directors of Squirrel HoldCo prior to the Reorganization Effective Time shall continue to be the officers and directors of Parent (and holding the same title as held at Squirrel HoldCo).

ARTICLE II

THE MERGER

2.1 The Merger, Merger Closing; Effective Time.

(a) Upon and subject to the terms and conditions set forth in this Agreement, at the Merger Effective Time, and in accordance with the applicable provisions of the Cayman Companies Act, the Company will merge with and into Merger Sub (the “Merger”) in accordance with the Cayman Companies Act, whereupon the separate existence of Merger Sub will cease, and the Company will be the surviving company (the “Surviving Company”) (provided, that references to Merger Sub for periods after the Merger Effective Time shall include the Surviving Company).

(b) At the Merger Effective Time, the effect of the Merger shall be as provided in this Agreement, and the plan of merger with respect to the Merger substantially in the form set out in Exhibit F-2 hereto (the “Plan of Merger”) and any other documents required by the Cayman Companies Act registered with the Cayman Registrar, in accordance with the relevant provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, immunities, duties and obligations of each of Merger Sub and the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, immunities, duties and obligations of the Surviving Company (including all rights and obligations with respect to the Company Trust), which shall include the assumption by the Surviving Company of any and all agreements, covenants, duties and obligations of each of Merger Sub and the Company set forth in this Agreement to be performed after the Merger Effective Time, and the Surviving Company shall continue its existence as a wholly-owned Subsidiary of Parent.

(c) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Merger Closing”) shall take place remotely by conference call and exchange of documents and signatures on the date which is no later than five (5) Business Days after the first date on which all conditions set forth in Section 8.1, Section 8.2 and Section 8.3 shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or waiver thereof) or such other time and place as Parent and the Company may mutually agree in writing. The date on which the Merger Closing actually occurs is referred to in this Agreement as the “Merger Closing Date.”

(d) Subject to the satisfaction or waiver of all of the conditions set forth in Section 8.1, Section 8.2 and Section 8.3, at least one (1) business day after the Reorganization Closing, the Company and Merger Sub shall cause the Merger to be consummated by registering the Plan of Merger with the Cayman Registrar (the time of the Plan of Merger being registered by the Cayman Registrar, or such later time as may be specified in the Plan of Merger, being referred to herein as the “Merger Effective Time”).

2.2 Effect of Merger on Issued Securities of the Company, Parent and Merger Sub. Upon the terms and subject to the conditions of this Agreement, at the Merger Effective Time, by virtue of the Merger and without any action on the part of any party or the holders of securities of the Company, Parent or Merger Sub (other than those as described in this Agreement):

(a) Company Preference Shares. Each Company Preference Share issued and outstanding immediately prior to the Merger Effective Time shall be converted into one Company Ordinary Share on a one-for-one basis, by re-designation and re-classification, in accordance with Company’s Memorandum and Articles of Association.

(b) Company Units. Each Company Unit issued and outstanding immediately prior to the Merger Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one (1) Company Ordinary Share, one (1) Company Warrant, and one (1) Company Right in accordance with the terms of the applicable Company Unit, which underlying Company Securities shall be converted in accordance with the applicable terms of this Section 2.2 below (the “Unit Separation”).

(c) Company Rights. Upon the Unit Separation, each Company Right issued and outstanding immediately prior to the Merger Effective Time shall be automatically converted into one-tenth (1/10) Company Ordinary Share, which shall be considered as issued and outstanding prior to the Merger Effective Time and subject to the terms applicable to Company Ordinary Shares described below (the “Company Right Conversion”); provided that no fractional Company Ordinary Share will be issued in connection with the Company Right Conversion such that if a holder of Company Rights would be entitled to receive a fractional Company Ordinary Share upon the Company Right Conversion, the number of Company Ordinary Share to be issued to such holder upon the Company Right Conversion shall be rounded down to the nearest whole number of Company Ordinary Shares.

(d) Company Ordinary Shares. Each Company Ordinary Share issued and outstanding immediately prior to the Merger Effective Time (other than those described in Section 2.2(e), Section 2.2(f) and Section 2.2(k) below) shall automatically be converted into the right to receive one (1) Parent Ordinary Share, following which all such shares of Company Ordinary Share shall cease to be issued and outstanding and shall automatically be canceled and shall cease to exist. Each share certificate (if any) formerly representing shares of Company Ordinary Share (other than those described in Section 2.2(e), Section 2.2(f) and Section 2.2(k) below) shall thereafter represent only the right to receive the same number of Parent Ordinary Shares. Notwithstanding, each independent director of HSPO shall forfeit the Company Ordinary Shares he holds immediately prior to the Merger Effective Time, and, in exchange, Parent shall issue the same number of Parent Ordinary Shares to each independent director at the Merger Effective Time.

(e) Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, no Person who has validly exercised their dissenters’ rights in respect of the Merger pursuant to section 238 of the Cayman Companies Act (each a “Company Dissenting Shareholders”) shall be entitled to receive the Parent Ordinary Shares in accordance with Sections 2.2(b) and (d), as applicable with respect to the Company Ordinary Shares owned by such Person (“Company Dissenting Shares”) unless and until such Person shall have effectively withdrawn, waived or lost such Person’s dissenters’ rights under the Cayman Companies Act. Each Company Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Act with respect to the Company Dissenting Shares owned by such Company Dissenting Shareholder, and the Company Dissenting Shares shall be cancelled and cease to exist at the Merger Effective Time. For the avoidance of doubt, all Company Dissenting Shares held by a Company Dissenting Shareholder who shall have not exercised or who effectively shall have withdrawn or lost his/her/its dissenter rights under Section 238 of the Cayman Companies Act shall thereupon not be Company Dissenting Shares and shall be cancelled and cease to exist at the Merger Effective Time, in exchange for the right to receive Parent Ordinary Shares in accordance with Section 2.2(d). If any shareholder of Company gives to the Company, before the Company Shareholder Approval is obtained at the Company Shareholders’ Meeting, written objection to the Merger (each, a “Merger Written Objection”) in accordance with Section 238(2) of the Cayman Companies Act, Company shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Merger (the “Merger Authorization Notice”) to each such Company shareholder who has made a Merger Written Objection.

(f) Cancellation of Shares Owned by the Company. If there are any shares of the Company that are owned by the Company as treasury shares immediately prior to the Merger Effective Time, such shares shall be canceled and extinguished without any conversion thereof or payment therefor.

(g) Company Warrants. Each Company Warrant issued and outstanding immediately prior to the Merger Effective Time shall be automatically converted into one (1) Parent Warrant exercisable for Parent Ordinary Shares in accordance with its terms. Each of the Parent Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Company Warrants, except that they shall represent the right to acquire Parent Ordinary Shares in lieu of shares of Company Ordinary Shares and shall otherwise be amended in accordance with the provisions of the A&R Warrant Agreement to (among other things) comply with all applicable Laws. At or prior to the Merger Effective Time, Parent shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Parent Warrants remain issue and outstanding, a sufficient number of Parent Ordinary Shares for delivery upon the exercise of such Parent Warrants.

(h) Transfers of Ownership. If any share certificate representing shares or securities of Company is to be issued in a name other than that in which the share certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the share certificate so surrendered will be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer and that the Person requesting such exchange will have paid to the Company or any registered office provider or any agent designated by it any transfer or other Taxes required by reason of the issuance of a share certificate for shares or securities of Company in any name other than that of the registered holder of the share certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such Tax has been paid or is not payable.

(i) Surrender of Company Certificates. Parent Securities issued upon the surrender of Company Securities in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities.

(j) Lost, Stolen or Destroyed Company Certificates. In the event any share certificates shall have been lost, stolen or destroyed, Parent shall issue in exchange for such lost, stolen or destroyed share certificates or securities, as the case may be, upon the making of an affidavit of that fact by the holder thereof, such Parent Securities, as may be required pursuant to this Section 2.2(j); provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed share certificates to agree to indemnify Parent and the Surviving Company with respect to the share certificates alleged to have been lost, stolen or destroyed.

(k) Redeeming Company Shares. Each Redeeming Company Share issued and outstanding immediately prior to the Merger Effective Time shall automatically be cancelled and cease to exist and shall thereafter represent only the right to be paid the Company Redemption Price.

(l) Merger Sub Share. Each ordinary share of a par value of US$0.0001 each of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall be automatically converted into one (1) ordinary share of the Surviving Company, with the same rights, powers and privileges as such share so converted and shall constitute the only issued shares of the Surviving Company.

2.3 Section 368 Reorganization.For U.S. federal income tax purposes, each of the Parties intends that the Merger will constitute a transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder to which each of Merger Sub and the Company is a party under Section 368(b) of the Code (the “Intended Tax Treatment”). The Parties hereby (i) adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g), (ii) agree to file and retain such information as shall be required under Treasury Regulation Section 1.368-3, and (iii) agree to file all Tax and other informational returns on a basis consistent with the Intended Tax Treatment unless otherwise required by a Taxing Authority as a result of a “determination” within the meaning of Section 1313(a) of the Code. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties acknowledge and agree that no Party is making any representation or warranty as to the qualification of the Merger for the Intended Tax Treatment or as to the effect, if any, that any transaction consummated on, after or prior to the Merger Effective Time has or may have on any such reorganization status. Each of the Parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (ii) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if the Merger is determined not to qualify for the Intended Tax Treatment.

2.4 Organizational Documents. At the Merger Effective Time, the memorandum and articles of association of Merger Sub, as in effect immediately prior to the Merger Effective Time, shall be deemed and read as the memorandum and articles of association of the Surviving Company (except that the name of the company referenced therein shall be Squirrel Enlivened Global Co., Ltd) until the same may be thereafter further amended and/or restated in accordance with their terms and the Cayman Companies Act.

2.5 Directors and Officers. Immediately after the Merger Effective Time, the board of directors and officers of the Merger Sub prior to the Merger Effective Time shall be the initial board of directors and officers of the Surviving Company. The board of directors and officers of the Parent shall comprise such Persons as described in Section 7.9.

2.6 Withholding. Notwithstanding any provision contained herein to the contrary, each of Parent, Merger Sub, the Company, the Surviving Company and their respective Affiliates will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment contemplated by this Agreement under the Code or any other applicable Law. Any amount deducted or withheld pursuant to this Section 2.6 will be treated for all purposes of this Agreement as having been paid to such Person in respect of such deduction and withholding. Prior to the Merger Closing, the Parties will cooperate with each other in good faith to determine if there is any required deduction or withholding applicable to Parent or Company and to minimize the amount of any applicable withholding.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the sections of the disclosure letter prepared by the Company (the “Company Disclosure Letter”) and dated as of the date of this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein, (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face) or in the SEC Reports filed or furnished by the Company prior to the date hereof (excluding (i) any disclosures in such SEC Reports under the headings “Risk Factors”, “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature, and (ii) any exhibits or other documents appended thereto), (c) as otherwise explicitly contemplated by this Agreement, the other Transaction Documents or in connection with the Merger, the Company represents and warrants to Squirrel HoldCo, Squirrel Cayman and Merger Sub as of the date hereof, and to Parent and Merger Sub as of the Merger Closing as follows as follows:

3.1 Organization and Power. The Company has been duly incorporated and is validly existing as an exempted company and in good standing (or equivalent status, to the extent that such concept exists) under the Laws of the Cayman Islands, and has the requisite company power and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted. The copies of Company’s Governing Documents, as amended to the date of this Agreement, previously made available by or on behalf of the Company to Squirrel HoldCo, are true, correct and complete. The Company is duly licensed or qualified and in good standing as a foreign corporation or company in all jurisdictions in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of the Company to consummate the Merger or otherwise have a Company Material Adverse Effect.

3.2 Authorization. Subject to receipt of the Company Shareholder Approval, the execution, delivery and performance of this Agreement, the other Transaction Documents to which the Company is a party and the documents contemplated hereby and thereby by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action, and no other proceedings on their part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been, and at or prior to the Merger Closing, the other Transaction Documents to which the Company is a party and the other documents contemplated hereby will be, duly executed and delivered by the Company and, assuming that this Agreement is, and at or prior to the Merger Closing, the other Transaction Documents to which the Company is a party and the other documents contemplated hereby and thereby will be, a valid and binding obligation of Squirrel HoldCo, Squirrel Cayman and Merger Sub, this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which the Company is a party and the other documents contemplated hereby and thereby will constitute, a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other legal requirements relating to or affecting creditors’ rights generally or by equitable principles (regardless of whether enforcement is sought at law or in equity).

3.3 No Violations. Subject to (a) receipt of the Company Shareholder Approval, (b) the filing of the Plan of Merger by Cayman Registrar, and (c) compliance with and filings under the federal securities Laws, any U.S. state or foreign securities or “blue sky” laws and the rules and regulations of Nasdaq, the execution and delivery of this Agreement by the Company and the execution and delivery of other Transaction Documents to which the Company is party and the other documents contemplated hereby and thereby and the consummation of the transactions contemplated hereby and thereby by the Company do not and will not (with or without notice or passage of time, or both):

(a) violate or conflict with any of the provisions of the Company’s Governing Documents; or

(b) violate, conflict with, result in a breach or constitute a default under any provision of, or require any notice, filing, consent, authorization or approval under, any Legal Requirement binding upon the Company, except to the extent that the occurrence of the foregoing does not or would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of the Company to consummate the transactions contemplated hereby and thereby or otherwise have a material adverse effect on the Company or the transactions contemplated hereby and thereby.

3.4 Capitalization; Subsidiaries.

(a) As of the date hereof, the Company is authorized to issue (i) 10,000,000 Company Preference Shares and (ii) 490,000,000 Company Ordinary Shares, 7,832,390 of which are issued and outstanding (including 5,521,640 Company Ordinary Shares subject to possible redemption, and assuming the separation of all issued and outstanding Company Units into underlying Company Ordinary Shares, Company Warrants and Company Rights). All issued and outstanding Company Ordinary Shares (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) Company’s Governing Documents, and (B) any other applicable contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Company’s Governing Documents or any contracts to which the Company is a party or otherwise bound.

(b) As of the date hereof, the Company has (i) 7,285,750 Company Warrants issued and outstanding (assuming the separation of all issued and outstanding Company Units into underlying Company Ordinary Shares, Company Warrants and Company Rights), (ii) 7,285,750 Company Rights issued and outstanding (assuming the separation of all issued and outstanding Company Units into underlying Company Ordinary Shares, Company Warrants and Company Rights). All the issued and outstanding Company Warrants and Company Rights (i) have been duly authorized and validly issued and constitute valid and binding obligations of Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) the Company’s Governing Documents and (B) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Company’s Governing Documents or any contracts to which the Company is a party or otherwise bound. Except for the Company’s Governing Documents and this Agreement, there are no outstanding contracts of Company to repurchase, redeem or otherwise acquire any Company Securities.

(c) As of the date hereof, except for this Agreement and as contemplated by this Agreement or the other documents contemplated hereby, except as disclosed in the SEC Reports (defined herein below), the Company has not granted any outstanding options, share appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for Company Securities, or any other commitments or agreements providing for the issuance of additional Equity Securities, the sale of treasury shares, for the repurchase or redemption of any Equity Securities or the value of which is determined by reference to the Equity Securities of the Company, and there are no contracts of any kind which may obligate the Company to issue, purchase, redeem or otherwise acquire any of the Equity Securities of the Company.

(d) The Company has no Subsidiaries and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. The Company is not party to any contract that obligates the Company to invest money in, loan money to or make any capital contribution to any other Person.

3.5 Governmental Consents, Etc. Assuming the truth and completeness of the representations and warranties of the Squirrel Companies contained in this Agreement, except for (a) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of the Company to consummate the transactions contemplated hereby or otherwise have a Company Material Adverse Effect, (b) the filing of the Proxy Statement with the SEC, the applicable requirements of the federal securities Laws, any U.S. state or foreign securities or “blue sky” laws, and the rules and regulations of Nasdaq, and (c) the registration of the Plan of Merger with Cayman Registrar in accordance with the relevant provisions of the Cayman Companies Act, the Company is not required to submit any notice, report or other filing with any Governmental Entity in connection with the execution, delivery or performance by it of this Agreement or the other Transaction Documents to which the Company is a party or the consummation of the transactions contemplated hereby or thereby, as applicable, and no consent, waiver, approval or authorization of any Governmental Entity or any other party or Person is required to be obtained by the Company in connection with its execution, delivery and performance of this Agreement or the other Transaction Documents to which the Company is a party or the consummation of the transactions contemplated hereby or thereby, as applicable.

3.6 Legal Proceedings. As of the date hereof, there are no pending or, to the Company’s Knowledge, threatened Legal Proceedings, in each case, against the Company including, any that (a) challenges the validity or enforceability of the Company’s obligations under this Agreement or the other Transaction Documents to which the Company is a party or (b) seeks to prevent, delay or otherwise would reasonably be expected to adversely affect the consummation by the Company of the transactions contemplated herein or therein or otherwise result in a Company Material Adverse Effect.

3.7 SEC Filings and Financial Statements.

(a) The Company has timely filed or furnished all forms, reports, schedules, forms, statements and other documents required to be filed by it with the SEC, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the date hereof, the “SEC Reports”), and, as of the Merger Closing, will have filed or furnished all other SEC Reports required to be filed or furnished with the SEC subsequent to the date of this Agreement. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Merger Closing Date, then on the date of such filing), each of the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

(b) Except as disclosed in the SEC Reports, each of the financial statements (including, in each case, any notes thereto) contained in the SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein.

(c) Except as and to the extent set forth on the balance sheet of the Company at December 31, 2023, including the notes thereto (as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 on file with the SEC, the “Company Subject Balance Sheet”), the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), of the type required to be reflected on a consolidated balance sheet prepared in accordance with GAAP except for (i) liabilities and obligations incurred since the date of the Company Subject Balance Sheet in the Ordinary Course of Business that are not, individually or in the aggregate, material to the Company and none of which results from or arises out of any material breach of or material default under any contract, material breach of warranty, tort, material infringement or material violation of Law; (ii) liabilities and obligations incurred in connection with the transactions contemplated by the Company as set forth in this Agreement; (iii) liabilities and obligations which are not, individually or in the aggregate, material to the Company.

(d) The Company has heretofore furnished to Squirrel HoldCo, Squirrel Cayman and Merger Sub complete and correct copies of all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.

(e) All comment letters received by the Company from the SEC or the staff thereof since its inception through the date hereof and all responses to such comment letters filed by or on behalf of the Company are either publicly available on the SEC’s EDGAR website or have otherwise been made available to Squirrel HoldCo, Squirrel Cayman and Merger Sub.

(f) To the Company’s Knowledge, each director and executive officer of the Company has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

(g) The Company has timely filed or have otherwise made available to Squirrel HoldCo, Squirrel Cayman and the Merger Sub all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) with respect to any SEC Report (the “Company Certifications”). Each of the Company Certifications is true and correct. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are reasonably designed to ensure that all material information concerning the Company is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents.

(h) The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Except as not required in reliance on exemptions from various reporting requirements by virtue of the Company’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the SEC Reports, the Company has established and maintains a system of internal controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(i) Except as otherwise set forth in the SEC Reports, the Company has no off-balance sheet arrangements.

(j) Neither the Company nor, to the Knowledge of the Company, any manager, director, officer, employee, auditor, accountant or Representative of the Company has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices. No attorney representing the Company, whether or not employed by the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board (or any committee thereof) or to any director or officer of the Company. Since the Company’s inception, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof.

(k) To the Company’s Knowledge, as of the date hereof, no employee of the Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. As of the date hereof, neither the Company nor any officer, employee, contractor, subcontractor or agent of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).

3.8 Absence of Certain Changes. During the period from the date of the Company Subject Balance Sheet to the date hereof, except as otherwise set forth in the SEC Report or as permitted by Section 5.1, the Company has conducted its business in the Ordinary Course of Business and:

(a) there has not been a Company Material Adverse Effect;

(b) the Company has not declared, set aside or paid any dividend or other distribution or payment in respect of its securities;

(c) the Company has not sold, assigned, transferred, conveyed, leased or otherwise disposed of any material portion of its assets or incurred any Indebtedness;

(d) the Company has not made any loans, advances, or capital contributions to, or investments in, any Person;

(e) the Company has not (i) increased the base salary or base wages payable to any of its officers or employees other than increases made in the Ordinary Course of Business, (ii) increased severance obligations payable to any of its officers or employees or (iii) made or committed to make any bonus payment to any of its employees or agents other than payments or arrangements in the Ordinary Course of Business;

(f) the Company has not acquired by merger, consolidation or otherwise any business of any Person or division thereof;

(g) there has not been any casualty event that has resulted in or is reasonably likely to result in a loss in excess of $500,000, whether or not covered by insurance;

(h) there has not been any material change by the Company in accounting or Tax reporting principles, methods or policies;

(i) the Company has not made or rescinded any material election relating to Taxes, settled or compromised any material Claim relating to Taxes, or amended any material Tax Return;

(j) the Company has not settled any material Legal Proceedings; and

(k) the Company has not agreed or committed, whether orally or in writing, to do any of the foregoing.

3.9 Company Trust Amount. As of the day immediately preceding the date hereof, the Company Trust has a rounded-off balance of no less than $61,883,524.63 (the “Company Trust Amount”). Such monies are invested solely in United States Government securities, money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, or otherwise as permitted pursuant to the Company Trust Agreement, and held in trust by Continental Stock Transfer & Trust Company pursuant to the Company Trust Agreement. The Company Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Company Trust Agreement in the SEC Reports to be inaccurate in any material respect or that would entitle any Person (other than the underwriters of Company’s IPO for deferred underwriting commissions as described in the SEC Reports and holders of Company Public Shares who shall have elected to redeem their Company Ordinary Shares pursuant to the Company’s Governing Documents, to any portion of the proceeds in the Company Trust). Prior to the Merger Closing, none of the funds held in the Company Trust may be released except (x) to pay income and other tax obligations from any interest income earned in the Company Trust or (y) to redeem Company Ordinary Shares in accordance with the provisions of Company’s Governing Documents (the “Permitted Releases”).

3.10 Broker. Except as set forth in Schedule 3.10 of the Company Disclosure Letter, there are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement based on any agreement made by or on behalf of the Company.

3.11 Solvency. The Company is not entering into this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Company.

3.12 Company Information. None of the information supplied or to be supplied by the Company or any of its Affiliates expressly for inclusion in the SEC Reports, mailings to the Company Shareholders with respect to the Redemption Offer or the Merger, any supplements thereto or in any other document filed with any Governmental Entity in connection herewith, will, at the date of filing or mailing, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by the Company or that is included in the applicable filings). No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied or to be supplied by, the Company, the Company Shareholders or any of their respective Affiliates.

3.13 Listing. The issued and outstanding Company Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq as of the date hereof. As of the date hereof, there is no Legal Proceeding pending or, to the Company’s Knowledge, threatened in writing against the Company by the SEC with respect to the deregistration of the Company Ordinary Shares under the Exchange Act. As of the date hereof, there is no Legal Proceeding pending or, to the Company’s Knowledge, threatened in writing against the Company by Nasdaq with respect to the delisting of the Company Ordinary Shares on Nasdaq. The Company has taken no action that is designed to terminate the registration of the Company Ordinary Shares under the Exchange Act.

3.14 Affiliate Transactions. Except as set forth in Schedule 3.14 of the Company Disclosure Letter or otherwise disclosed in the SEC Reports, and other than (i) for payment of salary and benefits for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company or (iii) with respect to any Person’s ownership of shares or other securities of the Company, there are no contracts or arrangements under which there are any existing or future liabilities or obligations between the Company, on the one hand, and, on the other hand, any (y) present or former manager, employee, officer or director of the Company or any of its Subsidiaries or (z) record or beneficial owner of 5% or more of the issued and outstanding Company Shares as of the date hereof.

3.15 Company Contracts. Except as set forth on Schedule 3.15 of the Company Disclosure Letter or otherwise disclosed in the SEC Reports or contacts with legal, financial and other advisors, as of the date hereof, the Company is not party to any contract (other than nondisclosure agreements (containing customary terms) to which the Company is a party that were entered into in the Ordinary Course of Business).

3.16 Real Property. Except as set forth on Schedule 3.16 of the Company Disclosure Letter or otherwise disclosed in the SEC Reports, the Company does not own, lease or use any real property.

3.17 Tax Matters. Except as would not reasonably be expected to have a Company Material Adverse Effect:

(a) the Company has timely filed (taking into account all applicable extensions) all Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it and all such Tax Returns are true, correct, and complete in all respects;

(b) all Taxes of the Company (whether or not shown on any Tax Returns) that are due have been fully and timely paid;

(c) the Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party;

(d) there are no Liens for Taxes (except Taxes not yet due and payable) on any of the assets of the Company;

(e) there are no pending or threatened in writing disputes, claims, audits, examinations or other proceedings regarding any Taxes of the Company or the assets of the Company; and

(f) no deficiency with respect to an amount of Taxes has been proposed, asserted or assessed against the Company.

Notwithstanding any other provision in this Agreement, the representations and warranties in this Section 3.17 and Section 3.20 are the only representations and warranties in this Agreement with respect to the Tax matters of the Company.

3.18 Legal Requirements and Permits.

(a) the Company is in compliance in all material respects with all applicable Legal Requirements. As of the date hereof, the Company is not under investigation by any Governmental Entity with respect to any alleged material violation of any applicable legal requirements.

(b) the Company has been granted all Permits necessary for and material to the conduct of its business as conducted as of the date hereof, taken as a whole. Such Permits are valid and in full force and effect and the Company is in material compliance with all of such Permits. There is no lawsuit or similar proceeding pending or, to the Knowledge of the Company, threatened, to revoke, suspend, withdraw or terminate any such Permit.

3.19 Insurance. Except as set forth in Schedule 3.19 of the Company Disclosure Letter, the Company does not own or maintain any insurance policies, nor is any insurance necessary for the operation of its business.

3.20 Tax-Free Reorganization. As of the date hereof, the Company has not taken any action or failed to take any action which action or failure would reasonably be expected to jeopardize, nor to the Knowledge of the Company is there any other fact or circumstance that could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment.

3.21 Investment Company. The Company is not an “investment company,” a company controlled by an “investment company,” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

3.22 Absence of Certain Payments. As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company has, and no agent or Representative when acting on behalf of the Company has, in violation of Law (i) used any corporate funds for any contribution, gift, entertainment or other expense relating to political activity; (ii) made any direct or indirect payment to any foreign or domestic government official or employee from corporate funds; (iii) violated any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other payment.

3.23 Independent Investigation. The Company acknowledges that it and its Representatives have received access to such books and records, contracts and other Assets of the Squirrel Companies which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Squirrel HoldCo and to discuss the business and assets of the Squirrel Companies. The Company acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, have formed an independent judgment concerning, the Squirrel Companies and their respective businesses and operations.

3.24 No Additional Representations. Except as provided in Agreement and any Transaction Document to which the Company, its Affiliates or any of their respective directors, managers, officers, employees, equityholders, partners, members or Representatives is a party, none of the Company , any of its Affiliates, or any of their respective directors, managers, officers, employees, equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to Squirrel HoldCo, Squirrel Cayman and Merger Sub or their respective Affiliates.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SQUIRREL COMPANIES

Except (a) as set forth in the sections of the disclosure letter prepared by the Squirrel Companies (the “Squirrel Disclosure Letter” and together with the Company Disclosure Letter, the “Disclosure Letters”) dated as of the date of this Agreement (each of which qualifies (i) the correspondingly numbered representation, warranty or covenant if specified therein and (ii) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face), (b) as a result of consummating the transactions contemplated by this Agreement (including the Reorganization and the Merger), and (c) as otherwise explicitly contemplated by this Agreement, the other Transaction Documents or in connection with the Business Combination, each of the Squirrel Companies, severally and jointly, as of the date hereof and as of the Merger Closing, represents and warrants to the Company as follows:

4.1 Existence and Good Standing.

(a) Each Squirrel Company is duly incorporated, organized, validly existing and, to the extent applicable in the respective jurisdiction and, to the Knowledge of Squirrel HoldCo, in good standing under the Laws of the jurisdiction in which it is incorporated or organized to the extent applicable in such jurisdiction. Each Squirrel Company has all requisite corporate power and authority to own, lease and operate the properties and assets it owns, leases and operates and to carry on its business as such business is conducted, as of the date hereof.

(b) Each Squirrel Company is qualified to do business as a foreign entity in each jurisdiction in which its ownership of property or the conduct of business as now conducted requires it to qualify, except where failure to be so duly qualified would not reasonably be expected to have, individually or in the aggregate, a Squirrel Material Adverse Effect. Squirrel HoldCo (or Parent upon and following the Reorganization Closing) has made available to the Company an accurate and complete copy of each Governing Document of each Squirrel Company, in each case, as in effect and in full force as of the date of this Agreement and as of the Merger Closing.

4.2 Authority; Enforceability. Each Squirrel Company has the full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which such entity is a party and the documents contemplated hereby and thereby, and to perform its obligations under this Agreement and the other Transaction Documents to which it is a party, subject (in the case of performance) to obtaining the Squirrel HoldCo Shareholder Approval. Assuming that this Agreement is, and at or prior to the Merger Closing, the other Transaction Documents to which any Squirrel Company is a party and the other documents contemplated hereby and thereby will be, a valid and binding obligation of the Company and/or other parties thereto, this Agreement constitutes, and at or prior to the Merger Closing, each of the other Transaction Documents to which any Squirrel Company is a party and the other documents contemplated hereby and thereby will constitute the valid and binding obligation of such Squirrel Company, as applicable, enforceable against such entity, as applicable, in accordance with its terms, except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other legal requirements relating to or affecting creditors’ rights generally or by equitable principles (regardless of whether enforcement is sought at law or in equity).

4.3 No Violations. Except for (i) the filing of the Plan of Reorganization and the Plan of Merger by Cayman Registrar, (ii) compliance with and filings under the federal securities Laws, any U.S. state or foreign securities or “blue sky” laws and the rules and regulations of Nasdaq, and (iii) compliance with and filings under the Laws of the Governmental Entities of the People’s Republic of China (including the CSRC), (iv) any violation, conflict, breach or default resulting solely from any Squirrel Company being party to the transactions contemplated hereby, subject to the receipt of consents, approvals, authorizations and other requirements set forth in Section 4.15, the execution and delivery of this Agreement by any Squirrel Company and the execution and delivery of the other Transaction Documents to which such Squirrel Company is a party and the other documents contemplated hereby and thereby do not and will not, and the performance and compliance with the terms and conditions hereof and thereof by any Squirrel Company and the consummation of the transactions contemplated hereby and thereby by such Squirrel Company will not (with or without notice or passage of time, or both):

(a) violate, conflict with, result in a breach or constitute a default under any Governing Documents of such Squirrel Company; or

(b) (i) violate or conflict with any provision of, cause a default under, or give rise to, or result in, a right of termination, cancellation, or acceleration of any obligation under any Legal Requirement applicable to a Squirrel Company, including but not limited to, any required filings with the CSRC and reports in in connection with Overseas Listing Trial Measures andthe supporting guidelines of the Overseas Listing Trial Measures, (ii) violate or conflict with any provision of, or result in the breach of, result in the loss of any right or benefit, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) under any Material Contract to which such Squirrel Company is a party or by which such Squirrel Company may be bound, or terminate or result in the termination of any such foregoing Material Contract, or (iii) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of such Squirrel Company, except in each case as would not have a Squirrel Material Adverse Effect.

4.4 Capitalization; Subsidiaries.

(a) As of the date hereof, (i) the authorized share capital of Squirrel HoldCo is US$50,000 divided into 500,000,000 Squirrel HoldCo Ordinary Shares, 20,000,000 of which are issued and outstanding, and (ii) the authorized share capital of Squirrel Cayman is US$50,000 divided into 500,000,000 Squirrel Cayman Ordinary Shares, 20,000,000 of which are issued and outstanding. As of the date hereof, no Squirrel HoldCo Ordinary Shares or Squirrel Cayman Ordinary Shares are held as treasury shares. All issued and outstanding Squirrel HoldCo Ordinary Shares and Squirrel Cayman Ordinary Shares (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, and all requirements set forth in (A) Governing Documents of Squirrel HoldCo or Squirrel Cayman as applicable, and (B) any other applicable contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Governing Documents of Squirrel HoldCo or Squirrel Cayman, as applicable, or any contracts to which Squirrel HoldCo or Squirrel Cayman is a party or otherwise bound.

(b) Except as set forth in Section 4.4(a) and Schedule 4.4(b) of the Squirrel Disclosure Letter, each Squirrel Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for capital shares of such Squirrel Company, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional capital shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of capital shares or other equity interests of such Squirrel Company or the value of which is determined by reference to capital shares or other equity interests of such Squirrel Company, and there are no voting trusts, proxies or agreements of any kind which may obligate such Squirrel Company to issue, purchase, register for sale, redeem or otherwise acquire any capital shares or other equity interests.

(c) The Parent Ordinary Shares to be issued to the Squirrel HoldCo Shareholders immediately prior to the Reorganization Effective Time and the Parent Ordinary Shares to be issued to the Company Shareholders immediately prior to the Merger Effective Time, when issued in accordance with the terms hereof, shall be duly authorized and validly issued, fully paid and nonassessable and issued in compliance with Cayman Companies Act, all applicable Laws and not subject to, and not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the memorandum and articles of association of Parent or any contract to which Parent is a party or otherwise bound. There are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Parent’s shareholders may vote. To the Knowledge of Squirrel HoldCo, none of the Parent Ordinary Shares to be issued to the Squirrel HoldCo Shareholders immediately prior to the Reorganization Effective Time or the Parent Ordinary Shares to be issued to the Company Shareholders immediately prior to the Merger Effective Time, will, upon their issuance, subject to any proxies, voting agreements, voting trusts or other similar arrangements which affect the rights of holder(s) to vote such securities, nor are any shareholder agreements, buy-sell agreements, restricted share purchase agreements, share purchase agreements, warrant purchase agreements, stock issuance agreements, stock option agreements, rights of first refusal or other similar agreements, in each case, to which Parent is a party, existing as of the date hereof with respect to such securities which in any manner would affect the title of any holder(s) to such securities or the rights of any holder(s) to sell the same free and clear of all Liens.

(d) Schedule 4.4(d) of the Squirrel Disclosure Letter accurately sets forth the name and place of incorporation or formation of each Subsidiary of Squirrel HoldCo as of the date hereof. As of the date hereof, each such Subsidiary is directly or indirectly wholly owned by Squirrel HoldCo. Each Squirrel Company’s issued and outstanding shares have been, to the extent applicable, duly authorized and validly issued and are fully paid and non-assessable. As of the date hereof, each Squirrel Company has not granted any outstanding options, share appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for Squirrel HoldCo Ordinary Shares or Squirrel Cayman Ordinary Shares. There are no agreements requiring any Squirrel Company to issue, purchase, redeem or otherwise acquire, or transfer, sell or otherwise dispose of any shares or other securities of any Squirrel Company, including any options, subscriptions, rights, warrants, calls or other similar commitments or agreements relating thereto, or any share appreciation rights or securities convertible into or exchangeable or exercisable for Squirrel HoldCo Ordinary Shares or Squirrel Cayman Ordinary Shares, or any commitments or agreements the value of which is determined by reference to the Squirrel HoldCo Ordinary Shares or the Squirrel Cayman Ordinary Shares.To the Knowledge of Squirrel HoldCo, no shares or other securities of any Squirrel Company, are subject to any proxies, voting agreements, voting trusts or other similar arrangements which affect the rights of holder(s) to vote such securities, nor are any stockholder agreements, buy-sell agreements, restricted share purchase agreements, equity purchase agreements, warrant purchase agreements, stock issuance agreements, stock option agreements, rights of first refusal or other similar agreements, in each case, to which a Squirrel Company is a party, existing as of the date hereof with respect to such securities which in any manner would affect the title of any holder(s) to such securities or the rights of any holder(s) to sell the same free and clear of all Liens.

(e) Merger Sub is a newly incorporated Cayman Islands exempted company, incorporated solely for the purpose of engaging in the transactions contemplated by this Agreement. Merger Sub has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated by this Agreement. Merger Sub is a direct wholly-owned Subsidiary of Squirrel Cayman. Merger Sub has no Subsidiaries.

(f) Except for the activities, obligations or liabilities incurred in connection with its organization, and the transactions contemplated by this Agreement, Merger Sub has not, and will not have prior to the Merger Effective Time, incurred, directly or indirectly through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.

4.5 Disclosures and Notifications; Financial Position; No Undisclosed Liabilities.

(a) Attached as Schedule 4.5(a) of the Squirrel Disclosure Letter are true, fair and complete copies of the audited consolidated balance sheet of Squirrel HoldCo, and the related statement of operations and statement of cash flows as of September 30, 2023 and for the years ended September 30, 2023 and 2022 (the “Audited Statements Date” and such financial statements, the “Audited Financial Statements”).

(b) Subsequent to the delivery of the Audited Financial Statements, in the event that the Audited Financial Statements contained in the Form F-4 become stale before the effectiveness of the Form F-4, Squirrel HoldCo has or will have delivered and incorporated into the Form F-4 the unaudited consolidated balance sheet of Squirrel HoldCo, and the related unaudited statement of operations and unaudited statement of cash flows as of and for the period ended on such subsequent date (the “Interim Statements Date” and such financial statements, the “Interim Financial Statements”) and to the extent as necessary, the audited consolidated balance sheet of Squirrel HoldCo, and the related statement of operations and statement of cash flows as of and for the period ended on such subsequent date that is a financial year end (the “Updated Audited Statements Date” and such financial statement, the “Updated Audited Financial Statements,” together with the Audited Financial Statements and the Interim Financial Statements, the “Squirrel Financial Statements”).

(c) The Squirrel Financial Statements (i) with respect to the Audited Financial Statements and the Updated Audited Financial Statements, fairly present or will fairly present in all material respects the financial position of Squirrel HoldCo as at the Audited Statements Date or the Updated Audited Statement Date as applicable, and with respect to the Interim Financial Statements, subject to any adjustments in any Updated Audited Financial Statements, fairly present or will fairly present in all material respects the financial position of Squirrel HoldCo as at the Interim Statements Date, respectively, and the results of operations and consolidated cash flows for the period ended on the Audited Financial Statements Date or the Interim Statements Date or the Updated Audited Statement Date, respectively, and (ii) were prepared or will be prepared in conformity with GAAP applied on a consistent basis (except for the absence of footnotes and other presentation items for normal year-end adjustments).

(d) Squirrel HoldCo has established procedures which provide a reasonable basis for its directors to make proper judgments as to the financial position of the Squirrel Companies.

(e) In the last 12 months, there has been no change in Squirrel HoldCo’s internal control over financial reporting of Squirrel HoldCo or Squirrel Companies that has affected, or is reasonably likely to affect, in any material respect, Squirrel HoldCo’s internal control over financial reporting of the Squirrel Companies.

(f) The Squirrel Companies keep books, records and accounts which accurately and fairly reflect the transactions, assets and liabilities of the Squirrel Companies taken as a whole.

(g) Since the Audited Statements Date, and upon the delivery of the Updated Audited Financial Statements, the Updated Audited Statements Date, none of the Squirrel Companies has incurred any obligation or liability of any nature (whether accrued, absolute, contingent or otherwise) of the type required to be reflected on a consolidated balance sheet prepared in accordance with GAAP applied on a basis consistent with Squirrel HoldCo’s past practices, other than any such liabilities or obligations (i) incurred in the Ordinary Course of Business since the Audited Statements Date, and upon the delivery of the Updated Audited Financial Statements, the Updated Audited Statements Date, (ii) that are described in Schedule 4.5(g) of the Squirrel Disclosure Letter, (iii) incurred in connection with the transactions contemplated by this Agreement, (iv) for performance of obligations of any Squirrel Company under the Material Contracts, (v) otherwise disclosed in the Squirrel Financial Statements, this Agreement or the Squirrel Disclosure Letter or (vi) that would not have, individually or in the aggregate, a Squirrel Material Adverse Effect.

4.6 Absence of Certain Changes. During the period from the Audited Statements Date, and upon the delivery of the Updated Audited Financial Statements, the Updated Audited Statements Date to the date hereof, except as otherwise permitted by Section 6.1 or otherwise contemplated by this Agreement and the other Transaction Documents, each Squirrel Company has conducted its business in the ordinary course substantially consistent with past practices and:

(a) there has not been a Squirrel Material Adverse Effect;

(b) none of the Squirrel Companies has declared, set aside or paid any dividend or other distribution or payment in respect of its securities other than intercompany distributions;

(c) none of the Squirrel Companies has sold, assigned, transferred, conveyed, leased or otherwise disposed of any material portion of its assets or incurred any Indebtedness, except in the Ordinary Course of Business;

(d) none of the Squirrel Companies has made any loans, advances, or capital contributions to, or investments in, any Person other than another Squirrel Company;

(e) none of the Squirrel Companies has (i) increased the base salary or base wages payable to any of its officers or employees other than increases made in the Ordinary Course of Business, (ii) increased severance obligations payable to any of its officers or employees or (iii) made or committed to make any bonus payment to any of its employees or agents other than payments or arrangements in the Ordinary Course of Business;

(f) none of the Squirrel Companies has acquired by merger, consolidation or otherwise any business of any Person or division thereof;

(g) there has not been any casualty event that has resulted in or is reasonably likely to result in a loss in excess of $1,000,000, whether or not covered by insurance;

(h) there has not been any material change by any of the Squirrel Companies in accounting or Tax reporting principles, methods or policies;

(i) none of the Squirrel Companies has made or rescinded any material election relating to Taxes, settled or compromised any material Claim relating to Taxes, or amended any material Tax Return;

(j) none of the Squirrel Companies has settled any material Legal Proceedings; and

(k) none of the Squirrel Companies has agreed or committed, whether orally or in writing, to do any of the foregoing.

4.7 Real Property.

(a) None of the Squirrel Companies owns any real property.

(b) Schedule 4.7(b) of the Squirrel Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement, of (i) the street address of all real property which any of the Squirrel Companies owns a leasehold interest (the “Leased Real Property”), (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, and (iii) the term and rental payment amounts pertaining to each such parcel of Leased Real Property, and (iv) a complete list of the Real Property Leases applicable thereto. A true and complete copy of each of the written Real Property Leases, as in effect as of the date hereof, has been made available to the Company or its Representatives and none of the written Real Property Leases has been modified in any respect, except to the extent that such modifications are disclosed by the copies delivered to the Company. The title in and to the leasehold interests in the Leased Real Property of each Squirrel Company is free and clear of Liens, except for Permitted Liens. Each of the Real Property Leases is in full force and effect and the Squirrel Companies hold valid and existing leasehold interests thereunder as of the date hereof. Other than assignments or security interests that have been or will be terminated and released on or prior to the Merger Closing Date, no Squirrel Company has previously assigned its interest or granted any other security interest in any of the Real Property Leases.

(c) The Leased Real Property constitutes all of the real property used as of the date hereof in the conduct of the business as conducted by the Squirrel Companies as of the date hereof.

4.8 Tax Matters. Except as would not have a Squirrel Material Adverse Effect:

(a) each Squirrel Company has timely filed (taking into account all applicable extensions) all Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it and all such Tax Returns are true, correct, and complete in all respects;

(b) all Taxes of the Squirrel Companies (whether or not shown on any Tax Returns) that are due have been fully and timely paid;

(c) each Squirrel Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party;

(d) there are no Liens for Taxes (except Taxes not yet due and payable) on any of the assets of the Squirrel Companies;

(e) there are no pending or threatened in writing disputes, claims, audits, examinations or other proceedings regarding any Taxes of the Squirrel Companies or the assets of the Squirrel Companies; and

(f) no deficiency with respect to an amount of Taxes has been proposed, asserted or assessed against any Squirrel Company.

Notwithstanding any other provision in this Agreement, the representations and warranties in this Section 4.8 and Section 4.13 are the only representations and warranties in this Agreement with respect to the Tax matters of the Squirrel Companies and no representation or warranty is given under this Agreement with respect to any taxable period (or part thereof) that begins after the Merger Closing Date.

4.9 Contracts.

(a) “Material Contract” shall mean each of the following contracts to which any Squirrel Company is a party or bound as of the date hereof, other than those that have expired or terminated or have been fully performed in accordance with their terms or that have no material, continuing rights or obligations thereunder, in each case as amended to date:

(i) each lease or agreement under which a Squirrel Company is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000 (excluding the Real Property Leases);

(ii) each contract (other than those entered into by a Squirrel Company in the Ordinary Course of Business and contracts that can be terminated on not more than 90 days’ notice) that involves future payments, performance or services to or by any Squirrel Company of any amount or value reasonably expected to exceed $500,000 in the 2024 calendar year or $1,000,000 in the aggregate;

(iii) each contract by which any Intellectual Property is licensed to or licensed from any Squirrel Company and that involves annual individual license or maintenance fees in excess of $200,000, other than pursuant to licenses to a Squirrel Company with respect to off-the-shelf or other unmodified commercially available software, including software licensed under “click-wrap” or “shrink-wrap” agreements;

(iv) each material joint venture or licensing arrangement with a third party involving the sharing of profits of any Squirrel Company with such third party;

(v) each contract that prohibits any Squirrel Company from competing in the business of the Squirrel Companies as conducted as of the date hereof or in any geographic area or that restricts any Squirrel Company’s ability to solicit or hire any person as an employee;

(vi) each contract with any director, officer, employee or equity holder of any Squirrel Company (other than contracts relating to any person’s employment with a Squirrel Company);

(vii) each contract under which any Squirrel Company has made advances or loans to another Person in excess of $200,000, other than to another Squirrel Company or with respect to employee advances for business expenses in the Ordinary Course of Business;

(viii) each contract relating to the incurrence, assumption or guarantee by any Squirrel Company of any Indebtedness under which the principal amount outstanding thereunder payable by any Squirrel Company is greater than $200,000, other than contracts solely between or among the Squirrel Companies;

(ix) each contract with any labor union or collective bargaining association representing any employee of a Squirrel Company; and

(x) each contract for the sale of any material assets of a Squirrel Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential purchase rights to purchase any of its material assets.

(b) With respect to each Material Contract, as of the date hereof (i) such Material Contract is the legal and valid obligation of the Squirrel Company party thereto, and, to the Knowledge of Squirrel HoldCo, of each other party thereto, enforceable against each Squirrel Company and, to the Knowledge of Squirrel HoldCo, each other party thereto, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other legal requirements relating to or affecting creditors’ rights generally or by equitable principles (regardless of whether enforcement is sought at law or in equity), (ii) no Squirrel Company has given a written notice of its intent to terminate, materially modify, materially amend or otherwise materially alter the terms and conditions of any Material Contract or has received any written claim of default under any Material Contract, other than defaults that have been cured or waived in writing or would not reasonably be expected to have a Squirrel Material Adverse Effect, and (iii) neither any Squirrel Company thereto nor, to Squirrel HoldCo’s Knowledge, any other party to any Material Contract is in material breach of or in material default under any Material Contract.

4.10 Intellectual Property

(a) Each item of Registered Intellectual Property that is (i) necessary and material for the Squirrel Companies’ material business or operations as conducted as of the Merger Closing (the “Squirrel Company Business”) and (ii) owned by any Squirrel Company (“Squirrel Company Registered Intellectual Property”) is subsisting.

(b) As of the date hereof, no Squirrel Company has received any written notice that the conduct of Squirrel Company Business violates or infringes any Intellectual Property rights of any other Person, nor, to the Knowledge of Squirrel HoldCo, does the conduct of Squirrel Company Business violate or infringe any valid and enforceable Registered Intellectual Property of any other Person. To the Knowledge of Squirrel HoldCo, no third party is infringing, in any material respect, any of the Squirrel Company Registered Intellectual Property.

(c) Each of the employees, consultants or contractors of the Squirrel Companies who have contributed to or participated in the discovery, creation or development of any material Squirrel Company Registered Intellectual Property (“Personnel”) (i) has assigned to Squirrel HoldCo or Squirrel Cayman, or is under a valid obligation to assign to the Squirrel Companies by contract or otherwise, all right, title and interest in such Intellectual Property, or (ii) is a party to a valid “work for hire” agreement under which the Squirrel Companies are deemed to be the original author/owner of all subject matter included in such Squirrel Company Registered Intellectual Property; or (iii) to the extent the Personnel do not have the ability to take any of the actions described in the foregoing clauses (i) or (ii), has granted to the Squirrel Companies a license or other legally enforceable right granting the Squirrel Companies to use such Squirrel Company Registered Intellectual Property.

(d) To the Knowledge of Squirrel HoldCo, each of the Squirrel Companies have taken commercially reasonable measures to maintain and protect the secrecy, confidentiality and value of the Trade Secrets of Squirrel Company Business. To the Knowledge of Squirrel HoldCo, no unauthorized disclosure of any such Trade Secret has been made as of the date hereof.

(e) Subject to any necessary notices and consents, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby will not result in the forfeiture, cancellation, termination or other material impairment of, or give rise to any right of any Person to cancel, terminate or otherwise impair the right of the Squirrel Companies to own or use or otherwise exercise any other rights that the Squirrel Companies currently have with respect to any Intellectual Property that is, individually or in the aggregate, material to the Squirrel Companies.

4.11 Legal Proceedings; Orders. There are no Legal Proceedings pending and, to the Knowledge of Squirrel HoldCo, there are no Legal Proceeding threatened in writing, against any of the Squirrel Companies and does not seek material injunctive or other material non-monetary relief. There is no Order outstanding as of the date hereof (whether rendered by a Governmental Entity or by arbitration) against any Squirrel Company or by which any Squirrel Company is bound that would, individually or in the aggregate, reasonably be expected to have a Squirrel Material Adverse Effect.

4.12 Consents. No approval, consent, waiver or authorization of, no Order or filing with, and no notice to, any Governmental Entity or Real Property Lease is or will be required to be obtained or made by or on behalf of any Squirrel Company in connection with the execution, delivery or performance of this Agreement, the other Transaction Documents to which any of the Squirrel Companies is or will be a party or the consummation of the Business Combination, except (a) as provided in this Agreement (including ARTICLE VII), or (b) the absence of which would not, individually or in the aggregate, result in a Squirrel Material Adverse Effect.

4.13 Employee Benefits. Neither Squirrel HoldCo nor any of its Subsidiaries maintains, sponsors or contributes to or in the past has maintained, sponsored or contributed to any Squirrel Employee Benefit Plan. Neither the execution of this Agreement and the other Transaction Documents to which any Squirrel Company is or will be a party nor the consummation of the transactions contemplated by this Agreement shall, individually, in the aggregate or in connection with any other event, (a) result in any payment becoming due to any officer, employee, consultant or director of any Squirrel Company, (b) increase or modify any benefits otherwise payable by any Squirrel Company to any employee, consultant or director of such Squirrel Company, or (c) result in the acceleration of time of payment or vesting of any such benefits.

4.14 Insurance. Schedule 4.14 of the Squirrel Disclosure Letter contains a list of, as of the date hereof, all material policies or binders of property, fire and casualty, product liability, workers’ compensation, and other forms of insurance held by, or for the benefit of, each Squirrel Company as of the date of this Agreement, if any. True, correct and complete copies of such insurance policies as in effect as of the date hereof have previously been made available to the Company or its Representatives. With respect to each insurance policy all policies of insurance maintained by, or for the benefit of, each Squirrel Company as of the date hereof, no Squirrel Company or, to the Knowledge of Squirrel HoldCo, insurer, is in material breach or material default (including with respect to the payment of premiums or the giving of notices), under such policy. All such policies are in full force and effect and no written notice of early cancellation or early termination has been received by any Squirrel Company as of the date hereof with respect to any such policy and the policy limits have not been exhausted. All claims, occurrences, litigation and circumstances that could reasonably be expected by any Squirrel Company to lead to a claim that would be covered by insurance policies have been properly reported to the applicable insurer in a timely fashion, except where the failure to report such a claim, occurrence, litigation or circumstance would not reasonably be expected to have a Squirrel Material Adverse Effect. No insurer has denied or disputed coverage of any material claim under an insurance policy held by, or for the benefit of, a Squirrel Company during the last twelve (12) months.

4.15 Legal Requirements and Permits.

(a) Each Squirrel Company is in compliance in all material respects with all applicable Legal Requirements. To the Knowledge of Squirrel HoldCo, as of the date hereof, no Squirrel Company is under investigation by any Governmental Entity with respect to any alleged material violation of any applicable Legal Requirements.

(b) Except for such failures or non-compliance as would not reasonably be expected to result in, individually or in the aggregate, a Squirrel Material Adverse Effect, (i) the Squirrel Companies have been granted all licenses, permits, consents, approvals, franchises and other authorizations required to be obtained under any Legal Requirement (each a “Permit”) necessary for and material to the conduct of the business taken as a whole (collectively, the “Material Permits”), (ii) the Material Permits are valid and in full force and effect and each Squirrel Company is in compliance with all of its Material Permits in all material respects and (iii) as of the date hereof there is no lawsuit or similar proceeding pending or, to the Knowledge of Squirrel HoldCo, threatened, to revoke, suspend, withdraw or terminate any Material Permit. Schedule 4.15(b) of the Squirrel Disclosure Letter sets forth a true, correct and complete list of all Material Permits held by each Squirrel Company as of the date hereof.

(c) Within three (3) Business Days from the filing date of the Company’s Form 8-K announcing the execution of this Agreement and the transactions contemplated hereunder, the Squirrel Companies will submit the required filings with the CSRC pursuant to Overseas Listing Trial Measures, the supporting guidelines of the Overseas Listing Trial Measures and any applicable Laws in connection with this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the listing of Parent Ordinary Shares on Nasdaq. Before the Merger Closing Date, Squirrel Companies will have received all the required Regulatory Approvals from the CSRC with respect to the matters described in the former part of this paragraph.

(d) Each Squirrel Company maintains adequate programs, procedures or policies to prevent, detect, and deter, in all material respects violations of applicable Law by the directors, officers, employees or Representatives or other Persons of such Squirrel Company.

4.16 Environmental Matters.

(a) Each Squirrel Company is in compliance with all Environmental Laws, which compliance includes the possession by the Squirrel Companies of all Permits, licenses, consents, approvals and other governmental authorizations required under Environmental Laws except as would not result in a Squirrel Material Adverse Effect.

(b) (i) There is no Environmental Claim pending as of the date hereof or, to the Knowledge of Squirrel HoldCo, threatened against any of the Squirrel Companies that has not been fully resolved and (ii) to the Knowledge of Squirrel HoldCo, there has been no release of any Hazardous Materials at any Leased Real Property that would reasonably be expected to result in any material liability against the Squirrel Companies, including any cleanup liability, under Environmental Laws and no handling, storage or generation of wastes containing Hazardous Materials by the Squirrel Companies against the Squirrel Companies under Environmental Laws, except, in each case, as would not result in a Squirrel Material Adverse Effect.

(c) No Squirrel Company is subject to any Order issued specifically with respect to the Squirrel Companies or the Leased Real Property that has not been fully resolved relating to compliance with, or the Release or cleanup of Hazardous Materials under, any Environmental Laws.

4.17 Relationships with Related Persons. Except for the agreement set forth in Schedule 4.17 of the Squirrel Disclosure Letter, the Squirrel Companies are not parties to any contracts with any Affiliate, shareholder, employee, member, manager, officer or director of any Squirrel Company other than contracts governing an individual’s provision of services to the Squirrel Companies and employee benefits and contracts between Squirrel Companies. No Squirrel Company has loaned or advanced any amounts that remain outstanding to, or received any loans or advancement of any amounts from, any Affiliate, shareholder, employee, member, manager, officer or director of any Squirrel Company, other than in the Ordinary Course of Business or intercompany loans between Squirrel Companies, and no Squirrel Company has borrowed funds from any of the foregoing that remains outstanding other than intercompany loans between Squirrel Companies. No Affiliate, shareholder, employee, member, manager, officer or director of a Squirrel Company (other than another Squirrel Company) (a) owns any material property right, tangible or intangible, which is used by a Squirrel Company in the conduct of its business or (b) owns, directly or, to the Knowledge of Squirrel HoldCo, indirectly, any Person that is a material customer, supplier, competitor or lessor of any Squirrel Company. As of the date hereof there is no pending or, to the Knowledge of Squirrel HoldCo, threatened charge, complaint, arbitration, audit, investigation or other action brought by or on behalf of, or otherwise involving, any current or former employee, any person alleged to be a current or former employee, any applicant for employment, or any class of the foregoing, or any Governmental Entity, that involves the labor or employment relations and practices of any Squirrel Company that would reasonably be expected to result, individually or in the aggregate, in a Squirrel Material Adverse Effect.

4.18 Employees; Employment Matters and Independent Contractors. As of the date hereof, neither the Squirrel HoldCo nor any of its Subsidiaries is or ever has been a party to or bound by any collective bargaining agreement, nor have any of them experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. There has been no organizational effort made or, to the knowledge of Squirrel HoldCo, threatened, either currently or since the date of organization of the Squirrel HoldCo, by or on behalf of any labor union with respect to the service providers of Squirrel HoldCo or any of its Subsidiaries. Except as would not reasonably be expected to have a Squirrel Material Adverse Effect, (i) each of the Squirrel Companies is in compliance with all applicable Laws respecting labor, employment, fair employment practices (including equal employment opportunity laws), terms and conditions of employment, classification of employees, workers’ compensation, occupational safety and health, immigration, affirmative action, employee and data privacy, plant closings, and wages and hours, and (ii) all payments due from any of the Squirrel Companies on account of wages have been paid or properly accrued as a liability on the books of the applicable Squirrel Companies.

4.19 Brokers’ Fees. No Squirrel Company is liable for any investment banking fee, finder’s fee, brokerage payment or other like payment in connection with the origination, negotiation or consummation of the transactions contemplated herein that will be the obligation of Squirrel HoldCo or any of the Squirrel Companies (following the Merger Closing).

4.20 Privacy and Cybersecurity.

(a) Except as would not have a Squirrel Material Adverse Effect, each Squirrel Company maintains and is in compliance with, and during the last twelve (12) months has maintained and been in compliance with, (i) all applicable Laws relating to the privacy and/or security of personal information in the possession or control of such Squirrel Company, (ii) the contractual obligations concerning cybersecurity, data security and the security of the information technology systems of such Squirrel Company. There are no material Legal Proceedings by any Person (including any Governmental Entity) pending to which any Squirrel Company is a named party, or as to which such Squirrel Company has received a threat in writing, alleging a violation of any third Person’s privacy or personal information rights.

(b) During the last twelve (12) months (i) there have been no material breaches of the security of the information technology systems under the exclusive control of any Squirrel Company, and (ii) there have been no disruptions in any such information technology systems that materially adversely affected the business or operations of such Squirrel Company. Each Squirrel Company takes commercially reasonable and legally compliant measures designed to protect confidential, sensitive or personally identifiable information in its possession or control against unauthorized access, use, modification, disclosure or other misuse. To the knowledge of each Squirrel Company, such Squirrel Company has not (A) experienced any incident in which such information was stolen or improperly accessed, including in connection with a breach of security, or (B) received any written notice or complaint from any Person with respect to any of the foregoing, nor to the knowledge of such Squirrel Company has any such notice or complaint been threatened in writing against such Squirrel Company.

4.21 Anti-Corruption Compliance.

(a) Each Squirrel Company, and to the knowledge of such Squirrel Company, each of its directors, officers, employees, Representatives have not, in the past twelve (12) months (i) made any bribe, influence payment, kickback, payoff, benefits or any other type of payment that would be unlawful under any applicable Anti-Bribery Law; or (ii) offered, paid, promised to pay, or authorized any payment or transfer of anything of value, directly or indirectly, to any Person for the purpose of (A) influencing any act or decision of any government official in his official capacity, (B) inducing a government official to do or omit to do any act in relation to his lawful duty, (C) inducing a government official to influence or affect any act, decision or omission of any Governmental Entity, or (D) assisting such Squirrel Company in obtaining or retaining business for or with, or in directing business to, any Person.

(b) The Squirrel Companies as a whole have instituted and maintain policies and procedures reasonably designed to ensure compliance in all material respects with the Anti-Bribery Laws.

(c) As of the date hereof, to the knowledge of each Squirrel Company, there are no current or pending internal investigations, or third-party investigations (including by any Governmental Entity), or internal or external audits, that address any material allegations or information concerning possible material violations of the applicable Anti-Bribery Laws related to such Squirrel Company.

4.22 Anti-Money Laundering, Sanctions and International Trade Compliance.

(a) Each Squirrel Company, and to the knowledge of Squirrel HoldCo, each of its directors, officers, employees, Representatives (i) are, and have been for the past twelve (12) months, in compliance with all applicable Anti-Money Laundering Laws, Sanctions, and International Trade Laws, and (ii) have obtained all required and material licenses, consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and have made any material filings with, any applicable Governmental Entity for all activities and transactions, including for the import, export, re-export, deemed export, deemed reexport, or transfer required under the International Trade Laws and Sanctions and the provision of financial services required under Anti-Money Laundering Laws. There are and have for the past twelve (12) months been no pending or, to the knowledge of any Squirrel Company, threatened, claims, complaints, charges, investigations, voluntary disclosures or Legal Proceedings against such Squirrel Company related to any Anti-Money Laundering Laws, Sanctions, or International Trade Laws.

(b) Each Squirrel Company, and to the knowledge of Squirrel HoldCo, each of its directors, officers, employees, (i) have not been during the past twelve (12) months a Sanctioned Person or a Restricted Person, and (ii) have not transacted business directly or indirectly with any Sanctioned Person or Restricted Person or with or in any Sanctioned Jurisdiction, in each case in violation of applicable Sanctions or International Trade Laws

4.23 The Registration Statements and Proxy Statement. The information supplied by each Squirrel Company in writing specifically for inclusion in the Proxy Statement/Form F-4 shall not, at (a) the time the Proxy Statement/Form F-4 is filed in accordance with Rule 424(b) under the Securities Act and/or pursuant to Section 14A of the Exchange Act or declared effective, (b) the time the Proxy Statement/Form F-4 (or any amendment thereof or supplement thereto) is first mailed to (i) the Company Shareholders and (ii) the Squirrel HoldCo Shareholders, and (c) the time of (i) the Company Shareholders’ Meeting and (ii) obtaining the Squirrel HoldCo Shareholders Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

4.24 Vendors. None of the top five (5) vendors of the Squirrel Companies based on the aggregate Dollar value of the transaction volume of the Squirrel Companies with such counterparty for each period for the years ended December 31, 2023 and 2022 (the “Top Vendors”) has, as of the date of this Agreement, informed in writing any Squirrel Company that it will, or, to the knowledge of Squirrel HoldCo, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with such Squirrel Company (other than due to the expiration of an existing contractual arrangement), and to the knowledge of such Squirrel Company, none of the Top Vendors is, as of the date of this Agreement, otherwise involved in or threatening a material dispute against such Squirrel Company or its business.

4.25 Government Contracts. Each Squirrel Company is not a party to (a) any Contract between such Squirrel Company, on one hand, and any Governmental Entity, on the other hand, or (b) any subcontract or other Contract by which such Squirrel Company has agreed to provide goods or services through a prime contractor directly to a Governmental Entity that is expressly identified in such subcontract or other Contract as the ultimate consumer of such goods or services.

4.26 Investment Company. Each Squirrel Company is not an “investment company,” a company controlled by an “investment company,” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

4.27 Issuer and Emerging Growth Company. Squirrel Cayman is and shall be at all times commencing from the date thirty (30) days prior to the first filing of the Proxy Statement/F-4 with the SEC through the Reorganization Closing, and, commencing from the Reorganization Closing, Parent shall be at all times through the Merger Closing, (a) a foreign private issuer as defined in Rule 405 under the Securities Act and (b) an “emerging growth company” as that term is defined in the JOBS Act.

4.28 Absence of Certain Payments. As of the date of this Agreement, to the Knowledge of Squirrel HoldCo, no employee of a Squirrel Company has, and no agent or Representative when acting on behalf of a Squirrel Company has, in violation of Law (i) used any corporate funds for any contribution, gift, entertainment or other expense relating to political activity; (ii) made any direct or indirect payment to any foreign or domestic government official or employee from corporate funds; (iii) violated any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other payment.

4.29 Books and Records. All books and records of the Squirrel Companies are accurate and are maintained in accordance with applicable Laws, in each case, in all material respects.

4.30 Vote Required. The approvals by a special resolution of Squirrel HoldCo Shareholders are the only votes of any class or series of shares of Squirrel HoldCo that are required to approve the Reorganization and the Merger (the “Squirrel HoldCo Required Vote”).

4.31 Company Investigations. Each of Squirrel HoldCo, Squirrel Cayman and Merger Sub acknowledges that it and its Representatives have received access to such books and records and, contracts of the Company which it and its Representatives have desired or requested to review, and that they and their Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Each of Squirrel HoldCo, Squirrel Cayman and Merger Sub acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, have formed an independent judgment concerning, the Company and their respective businesses and operations.

4.32 NO ADDITIONAL REPRESENTATIONS; NO RELIANCE. Except as provided in this Agreement and any Transaction Document to which any Squirrel Company, their Affiliates, or any of their respective directors, managers, officers, employees, equityholders, partners, members or Representatives is a party, each Squirrel Company, its Affiliates and their respective directors, managers, officers, employees, equityholders, partners, members or Representatives have not made, and are not making, any representation or warranty whatsoever to the Company or its Affiliates.

ARTICLE V

COVENANTS OF THE COMPANY

5.1 Operations of the Company Prior to the Merger Closing.

(a) From the date hereof until the earlier of the termination of this Agreement and the Merger Closing Date, and except as contemplated by this Agreement or with the prior written approval of Squirrel HoldCo, the Company shall (i) conduct its business, in all material respects, in the Ordinary Course of Business, (ii) comply with all applicable Laws, (iii) use commercially reasonable efforts to keep available the services of their respective officers and employees, (iv) keep all insurance policies currently in effect, or policies that are substantially similar in all material aspects with the terms, conditions, retentions, and limits of liability under the insurance in effect as of the date hereof, and (v) not take any of the following actions:

(i) except for purposes of extending the time by which the Company must complete an initial business combination pursuant to the Company’s Governing Documents (the “Extension”), make any amendment or modification to its Governing Documents;

(ii) take any action in violation or contravention of any of the Company’s Governing Documents, applicable Law or any applicable rules and regulations of the SEC and Nasdaq;

(iii) split, subdivide, combine, consolidate, reclassify, recapitalize or otherwise amend any terms of the Company Shares;

(iv) except pursuant to the Working Capital Loans, authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its Equity Securities, or other security interests, including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such equity securities or other security interests;

(v) make any redemption or purchase of its equity interests, except pursuant to the Redemption Offer or in connection with the Extension;

(vi) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its equity securities;

(vii) effect any recapitalization, reclassification, equity split, share subdivision or like change in its capitalization;

(viii) make any amendment or modification to the Company Trust Agreement;

(ix) make or allow to be made any reduction or increase in the Company Trust Amount, other than as expressly permitted by the Company’s Governing Documents and Company Trust Agreement;

(x) incur any indebtedness, expenses or any other financial obligations that will become the obligations of the Surviving Company at or following the Merger Effective Time or issue or sell any debt securities or warrants or rights to acquire any debt securities of the Company or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any Person for indebtedness, except for the Working Capital Loans evidenced by unsecured promissory notes payable upon the Merger Closing as disclosed in the Company’s SEC Filings;

(xi) contact (or permit any of its employees, agents, Representatives or Affiliates to contact) any customer, supplier, distributor, joint-venture partner, lessor, lender or other material business relation of any Squirrel Company regarding any Squirrel Company, its business or the Merger;

(xii) establish any Subsidiary or acquire any interest in any asset;

(xiii) prepare or file any Tax Return materially inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is materially inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including materially inconsistent positions, elections or methods that would have the effect of deferring income to periods ending after the Merger Closing Date or accelerating deductions to periods ending on or before the Merger Closing Date);

(xiv) settle or otherwise compromise any material Claim relating to Taxes, enter into any closing agreement or similar agreement relating to Taxes, otherwise settle any material dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes;

(xv) amend, waive or terminate, in whole or in part, any material agreement to which the Company is a party;

(xvi) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(xvii) adopt any Company Employee Benefit Plan;

(xviii) enter into any transaction with any of its directors, officers, shareholders or employees as a result of which the Parent will be liable for obligations to pay any fee in any amount greater than $100,000 or services in connection with or following the Merger Closing;

(xix) enter into any agreement or commitment to do any of the foregoing, or any action or omission that would result in any of the foregoing.

(b) Nothing contained in this Agreement will give the Squirrel HoldCo, Squirrel Cayman or Merger Sub, directly or indirectly, the right to control or direct the Company’s operations prior to the Merger Closing.

5.2 Access to Books and Records. Subject to Section 5.1(a)(xi), from the date hereof until the earlier of the termination of this Agreement and the Merger Closing Date, the Company will provide Squirrel HoldCo and its authorized Representatives reasonably acceptable to the Company (the “Squirrel HoldCo’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, and all financial books and records (including Tax records) of the Company in order for Squirrel HoldCo to have the opportunity to make such investigation as it will reasonably desire in connection with the consummation of the transactions contemplated hereby; provided, however, that in exercising access rights under this Section 5.2, Squirrel HoldCo and the Squirrel HoldCo’s Representatives will not be permitted to interfere unreasonably with the conduct of the business of the Company. Notwithstanding anything contained herein to the contrary, no such access or examination will be permitted to the extent that it would require the Company to disclose information subject to attorney-client privilege or attorney work-product privilege or similar privilege or protection applicable to such information or related documents, conflict with any third-party confidentiality obligations to which the Company is bound, or violate any applicable Law. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.2will qualify or limit any representation or warranty set forth herein or the conditions to the Merger Closing set forth in Section 8.3(a). No more than five (5) Business Days prior to the Reorganization Closing, the Company will provide Squirrel Cayman a funds flow memorandum (including all amounts, payees, and wiring information) satisfactory to Squirrel Cayman, setting forth all payments to be made by or on behalf of Company in respect of Outstanding Company Expenses.

5.3 Company Confidentiality. Prior to the Merger Closing, the Company shall not disclose any Confidential Information of a Squirrel Company, except to the Company’s (i) legal and financial advisors who are subject to a duty to maintain the confidentiality of any such information and (ii) employees and contractors who need to know such information for the evaluation, negotiation and consummation of the transactions contemplated hereby and have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein, provided that the Company shall remain responsible for each such person’s compliance with this Section 5.3. The Company shall not be in violation of this Section 5.3 with regard to any disclosure in response to a valid Order or other Legal Requirement, provided that the Company (i) gives Squirrel HoldCo prompt written notice of such requirement prior to disclosure and provides reasonable assistance to Squirrel HoldCo in efforts to obtain an order protecting such Confidential Information from public disclosure or (ii) if such notice is prohibited by law, uses reasonable efforts to seek to obtain confidential treatment for, and otherwise prevent disclosure of, such Confidential Information. The Company will notify Squirrel HoldCo in writing promptly upon any unauthorized use or disclosure of Confidential Information of a Squirrel Company of which it becomes aware.

5.4 Efforts to Consummate. Subject to the terms and conditions herein provided, from the date hereof until the earlier of the termination of this Agreement and the Merger Closing Date,

(a) the Company will use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement (including to the satisfaction, but not a waiver, of the Merger Closing conditions set forth in Section 8.1 and Section 8.3); provided, that such efforts will not require agreeing to any obligations or accommodations (financial or otherwise) binding on the Company in the event the Merger Closing does not occur. The Parties acknowledge and agree that nothing contained in this Section 5.4 will limit, expand or otherwise modify in any way any efforts standard explicitly applicable to any of the Company’s obligations under this Agreement.

(b) the Company shall use (and shall cause their respective Affiliates to use) commercially reasonable efforts to, upon request by a Squirrel Company, provide relevant information in a timely manner per the requirements of the Overseas Listing Trial Measures and the supporting guidelines of the Overseas Listing Trial Measures.

(c) Prior to the Merger Closing, the Company will use (and will cause its Affiliates to use) commercially reasonable efforts to file the Plan of Merger with Cayman Registrar in accordance with the relevant provisions of the Cayman Companies Act, and the other Parties shall provide reasonable cooperation in connection with such efforts.

5.5 Exclusive Dealing. During the period from the date hereof through the Merger Closing or the earlier termination of this Agreement, the Company will not take any action to knowingly initiate, solicit or engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than Squirrel HoldCo, Squirrel Cayman, Merger Sub, any investor or potential investor in the Transaction Financing and their respective Representatives or as contemplated by this Agreement and the other Transaction Documents, including any agreements related to the Transaction Financing) concerning any alternative business combination transaction involving the Company, including any purchase or sale of equity or assets of the Company by any other Person, any purchase or sale of equity or assets of any other Person by the Company, any merger, combination or recapitalization of the Company or any Subsidiary thereof or any merger, combination or recapitalization of any other Person in a transaction to which the Company or any Subsidiary thereof is a party (each such transaction, a “Company Acquisition Transaction”); provided that this Section 5.5 will not apply to the Company or its Representatives in connection with (x) communications to its shareholders related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof, and (y) communications with the investors or potential investors in the Transaction Financing and their respective Representatives. The Company will cease and cause to be terminated any existing discussions, communications or negotiations with any Person (other than Squirrel HoldCo, Squirrel Cayman and Merger Sub, any investor or potential investor in the Transaction Financing and their respective Representatives) conducted heretofore with respect to any Company Acquisition Transaction. In the event that any unsolicited inquiry is made by a potential party to a Company Acquisition Transaction, whether formal or informal, Company will promptly notify Squirrel HoldCo that such contact has occurred and provide the name of the Person who made such contact and if terms were proposed, what terms were so proposed.

5.6 Notification. From the date hereof until the earlier of the termination of this Agreement and the Merger Closing Date, if the Company becomes aware of any fact or condition arising after the date hereof that constitutes a breach of any representation or warranty made by the Company in Article III or of any covenant, in each case that would cause the conditions set forth in Section 8.2(a) or Section 8.2(b), as applicable, not to be satisfied as of the Reorganization Closing Date or the Merger Closing Date, the Company will disclose in writing to Squirrel HoldCo such breach.

ARTICLE VI

COVENANTS OF SQUIRREL HOLDCO, SQUIRREL CAYMAN AND MERGER SUB

6.1 Operations of Squirrel Companies Prior to Merger Closing.

(a) From the date hereof until the earlier of the termination of this Agreement and the Merger Closing Date, except (i) if the Company will have consented (which consent will not be unreasonably withheld, conditioned or delayed) after notice has been provided by Squirrel HoldCo or (ii) as otherwise contemplated by this Agreement, each of Squirrel HoldCo, Squirrel Cayman (including as Parent upon and following the Reorganization Closing) and Merger Sub (A) will conduct its business and the businesses of its Subsidiaries in the Ordinary Course of Business, consistent with past practices, use commercially reasonable efforts to keep available the services of its and each Subsidiary’s officers and employees, and in compliance in all material respects with all applicable Laws and the requirements of all Contracts that constitute Squirrel Company’s Material Contracts; (B) shall and shall cause each Squirrel Company to continue to pay material outstanding accounts payable and other material current Liabilities (including payroll) when due and payable, (C) keep all insurance policies currently in effect, or policies that are substantially similar in all material aspects with the terms, conditions, retentions, and limits of liability under the insurance in effect as of the date hereof, provided that, notwithstanding the foregoing or clause (A), (B) or (C) of this Section 6.1, Squirrel HoldCo may use available cash to repay any Indebtedness; and (D) will not, and will not permit any Squirrel Company to:

(i) except for issuances of (A) replacement share certificates for Squirrel HoldCo Ordinary Shares, (B) new share certificates for Squirrel HoldCo Ordinary Shares in connection with a transfer of Squirrel HoldCo Ordinary Shares by the holder thereof, or (C) Squirrel HoldCo or Squirrel Cayman Ordinary Shares to investors in connection with the Transaction Financing, sell, issue or deliver any of Squirrel HoldCo or any of its Subsidiaries’ equity securities or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any of Squirrel HoldCo or any of its Subsidiaries’ equity securities;

(ii) effect any recapitalization, reclassification, equity split, share subdivision or like change in its capitalization;

(iii) except for any amendments necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents, amend Squirrel HoldCo’s Governing Documents or any of its Subsidiaries’ organizational documents;

(iv) make any distribution of cash or property or otherwise declare or pay any dividend on, or make any payment on account of, the purchase, redemption, defeasance, retirement or other acquisition of, any of its common shares, as applicable, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property.

(v) (A) sell, assign or transfer any material portion of its tangible assets, except in the Ordinary Course of Business for (1) inventory assets and (2) non-inventory assets having an aggregate value of less than $200,000 and except for sales of obsolete assets or assets with de minimis or no book value; or (B) mortgage, encumber, pledge, or impose any Lien upon any of its assets, except for Permitted Liens or in the Ordinary Course of Business;

(vi) enter into, materially amend or voluntarily terminate any Material Contract or Real Property Leases other than in the Ordinary Course of Business;

(vii) make any capital investment in, or any advance or loan to, any other Person (other than among the Squirrel Companies), except in the Ordinary Course of Business;

(viii) enter into any other transaction with any of its directors, officers or employees outside the Ordinary Course of Business;

(ix) cancel any material third-party indebtedness owed to any Squirrel Company;

(x) make or change any material election in respect of Taxes or material method of accounting or accounting policies of any Squirrel Company, in each case unless required by Law or IFRS or GAAP;

(xi) file any Tax Return materially inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is materially inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including materially inconsistent positions, elections or methods that would have the effect of deferring income to periods ending after the Merger Closing Date or accelerating deductions to periods ending on or before the Merger Closing Date);

(xii) enter into any closing agreement or similar agreement relating to Taxes, otherwise settle any material dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes, in each case unless required by Law, IFRS or GAAP;

(xiii) make any acquisition of a business or a division thereof, or consummate any merger or similar business combination or enter into any binding agreement for such an acquisition, merger or similar business combination with any Person (provided that (A) non-binding letters of interests will not be considered a binding agreement solely due to binding provisions related to exclusivity, expenses, confidentiality, choice of law or other similar matters, and (B) licenses of intellectual property rights (whether exclusive or non-exclusive) will not be deemed to be an acquisition, merger or similar business combination);

(xiv) incur any Indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of any Squirrel Company or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any Person (other than a wholly owned Subsidiary of Squirrel HoldCo for Indebtedness) (except for (A) in connection with refinancing of existing Indebtedness on terms no less favorable to Squirrel HoldCo than, and in an aggregate principal amount not in excess of, such existing Indebtedness or (B) borrowings under or permitted by Squirrel HoldCo’s existing credit facilities);

(xv) collect or discount accounts receivable, accelerate the collection of accounts receivable from future periods into more current periods, delay the payment of accounts payable or accrued expenses, decrease the historic levels of inventory, delay the purchase of services or supplies or delay capital repairs or maintenance;

(xvi) waive, release, settle, compromise or otherwise resolve any Legal Proceeding, except in the Ordinary Course of Business or where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than $200,000 in the aggregate;

(xvii) grant to, or agree to grant to, any Person rights to any Intellectual Property or software that is material to such Squirrel Company and its Subsidiaries, taken as a whole, or dispose of, abandon or permit to lapse any rights to any Intellectual Property that is material to the business of the Squirrel Companies (taken as a whole), except for the expiration of any Squirrel Company Registered Intellectual Property in accordance with the applicable statutory term (or in the case of domain names, applicable registration period) or in the reasonable exercise of the business judgment of such Squirrel Company as to the costs and benefits of maintaining the item;

(xviii) manage the working capital (including paying amounts payable in a timely manner when due and payable) of the Squirrel Companies in a manner other than in the Ordinary Course of Business consistent with past practice;

(xix) terminate without replacement, or fail to use reasonable efforts to maintain any License material to the conduct of the business of the Squirrel Companies (taken as a whole);

(xx) waive the restrictive covenant obligations of any current or former employee of such Squirrel Company in any material respect;

(xxi) (i) limit the right of such Squirrel Company to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any Person or (ii) grant any exclusive or similar rights to any Person, in each case, except where such limitation or grant does not, and would not be reasonably likely to, individually or in the aggregate, materially and adversely affect, or materially disrupt, the ordinary course operation of the businesses of the Squirrel Companies (taken as a whole) or

(xxii) agree, whether orally or in writing, to do any of the foregoing, or agree, whether orally or in writing, to any action or omission that would result in any of the foregoing.

(b) Nothing contained in this Agreement will give the Company, directly or indirectly, the right to control or direct any Squirrel Company’s operations prior to the Merger Closing.

6.2 Access to Books and Records. During the period from the date hereof through the Merger Closing or the earlier termination of this Agreement and the Merger Closing Date, Squirrel HoldCo, Squirrel Cayman and Merger Sub will provide the Company and its authorized Representatives reasonably acceptable to the Company (the “Company’s Representatives”) with reasonable access, during normal business hours, and upon reasonable notice, to the books and records (including Tax records) of the Squirrel Companies all financial books and records (including Tax records) of the Squirrel Companies in order for Company to have the opportunity to make such investigation as it will reasonably desire in connection with the consummation of the transactions contemplated hereby; provided, however, that in exercising access rights under this Section 6.2 Company’s Representatives will not be permitted to interfere unreasonably with the conduct of the business of the Squirrel Companies. Notwithstanding anything contained herein to the contrary, no such access or examination will be permitted to the extent that it would require any Squirrel Company to disclose information subject to attorney-client privilege or attorney work-product privilege or similar privilege or protection applicable to such information or related documents, conflict with any third-party confidentiality obligations to which any Squirrel Company is bound, or violate any applicable Law. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 6.2 will qualify or limit any representation or warranty set forth herein or the conditions to the Merger Closing set forth in Section 8.2(a).

6.3 Squirrel Company Confidentiality. Prior to the Merger Closing, each Squirrel Company shall not disclose any Confidential Information of the Company, except to a Squirrel Company’s (i) legal and financial advisors who are subject to a duty to maintain the confidentiality of any such information and (ii) employees and contractors who need to know such information for the evaluation, negotiation and consummation of the transactions contemplated hereby and have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein; provided that Squirrel HoldCo shall remain responsible for each such person’s compliance with this Section 6.3. Squirrel HoldCo shall not be in violation of this Section 6.3 with regard to any disclosure in response to a valid Order or other Legal Requirement, provided that Squirrel HoldCo (i) gives the Company prompt written notice of such requirement prior to disclosure and provides reasonable assistance to the Company in efforts to obtain an order protecting such Confidential Information from public disclosure or (ii) if such notice is prohibited by law, uses reasonable efforts to seek to obtain confidential treatment for, and otherwise prevent disclosure of, such Confidential Information. Squirrel HoldCo will notify the Company in writing promptly upon any unauthorized use or disclosure of the Confidential Information of the Company of which it becomes aware.

6.4 Exclusive Dealing. During the period from the date hereof through the Merger Closing or the earlier termination of this Agreement, none of the Squirrel Companies will take any action to knowingly initiate, solicit or engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than the Company and the Company’s Representatives) concerning an initial public offering, recapitalization or refinancing of any Squirrel Company (other than as contemplated by this Agreement and the other Transaction Documents, including any agreements related to financing in connection with the consummation of the Business Combination), any purchase of a majority of the outstanding Squirrel HoldCo Ordinary Shares, Squirrel Cayman Ordinary Shares or any merger, sale of a majority of the assets of the Squirrel Companies or similar transactions involving the Squirrel Companies or their respective securities (other than assets sold in the Ordinary Course of Business and licenses (whether exclusive or non-exclusive) of the intellectual property rights of a third Person) (each such transaction, an “Alternative Transaction”); provided that this Section 6.4 will not apply to Squirrel HoldCo or Squirrel HoldCo’s Representatives in connection with (x) shareholder communications related to the transactions contemplated by this Agreement and the other Transaction Documents or the execution, delivery and performance thereof, and (y) communications with the investors or potential investors in the Transaction Financing and their respective Representatives. Squirrel HoldCo will, and will cause its Subsidiaries to, cease and cause to be terminated (a) any existing discussions, communications or negotiations with any Person (other than the Company and the Company’s Representatives, any investor or potential investor in the Transaction Financing and the Representatives of any investors in the Transaction Financing) conducted heretofore with respect to any Alternative Transaction and (b) any such Person’s and its authorized Representatives’ access to any electronic data room granted in connection with any acquisition transaction. In the event that any unsolicited inquiry is made by a potential party to an Alternative Transaction, whether formal or informal, Squirrel HoldCo will notify the Company that such contact has occurred.

6.5 Notification. From the date hereof until the earlier of the termination of this Agreement and the Merger Closing Date, if after the date hereof , any Squirrel Company has Knowledge of any fact or condition that constitutes a breach of any representation or warranty made in Article IV or any covenant that would cause the conditions set forth in Section 8.3(a) or Section 8.3(b) as applicable, not to be satisfied as of the Merger Closing Date, Squirrel HoldCo will disclose in writing to the Company such breach.

6.6 Efforts to Consummate. Subject to the terms and conditions herein provided, from the date hereof until the earlier of the termination of this Agreement and the Merger Closing Date,

(a) Squirrel HoldCo, Squirrel Cayman and Merger Sub will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement (including the satisfaction, but not waiver, of the Merger Closing conditions set forth in Article VIII). The Parties acknowledge and agree that nothing contained in this Section 6.6 will limit, expand or otherwise modify in any way any efforts standard explicitly applicable to any of Squirrel HoldCo’s, Squirrel Cayman’s or Merger Sub’s respective obligations under this Agreement.

(b) Squirrel HoldCo shall use, and cause each other Squirrel Company to use, (and shall cause their respective Affiliates to use) its commercially reasonable efforts to fulfill the filing procedure with the CSRC and report relevant information in a timely manner per the requirements of the Overseas Listing Trial Measures and the supporting guidelines of the Overseas Listing Trial Measures.

(c) Prior to the Reorganization Closing, Squirrel HoldCo, Squirrel Cayman and Merger Sub shall use their commercially reasonable efforts to obtain or cause the Squirrel Companies to obtain, any Consents of Governmental Entities or other third Persons as may be necessary for the consummation by such Party or its Affiliates of the transactions contemplated by this Agreement and the other Transaction Documents or required as a result of the execution or performance of, or consummation of the transactions contemplated by, this Agreement and the other Transaction Documents by such Party or its Affiliates, and the other Parties shall provide reasonable cooperation in connection with such efforts.

6.7 Extensions. Squirrel HoldCo shall use its commercially reasonable efforts to or cause its Subsidiaries or designee to deposit fund into the Company Trust to effect the Extensions of the Company’s term in accordance with the Company’s Governing Documents in effect, provided that, the Company shall issue Squirrel HoldCo or its designee promissory notes evidencing such deposits which shall be fully repaid in cash at the Merger Closing or converted into the Company Units immediately prior to the Merger Closing at the discretion of the holders of such promissory notes.

ARTICLE VII

JOINT COVENANTS

The respective Parties hereto covenant and agree to take the following actions:

7.1 The Registration Statements and Proxy Statement.

(a) As soon as reasonably practicable following the date of this Agreement, (i) the Company shall prepare and cause to be furnished to the SEC a proxy statement to be sent or otherwise made available to the Company Shareholders relating to the Company Shareholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”); and (ii) the Squirrel Companies and the Company shall prepare, and Squirrel Cayman shall file with the SEC (x) a registration statement on Form F-4 (as amended or supplemented from time to time, the “Form F-4”), among other things, relating to the registration of the offer and sale of securities of to be issued in connection with the Business Combination, including the Parent Ordinary Shares issuable to the holders of Squirrel HoldCo Ordinary Shares immediately prior to the Reorganization Effective Time in connection with the Reorganization and the Parent Ordinary Shares issuable to the holders of the Company Securities immediately prior to the Merger Effective Time in connection with the Business Combination, in which the Proxy Statement will be included, and (y) the Form 8-A (the “Form 8-A”) in connection with the registration under the Exchange Act of the Parent Ordinary Shares contemplated pursuant to the Business Combination. The Squirrel Companies and the Company shall use their respective reasonable best efforts to have the Form F-4 and the Form 8-A declared effective under the Securities Act as soon as reasonably practicable after such filing. Each Party shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form F-4, the Form 8-A and Proxy Statement, and the Form F-4, the Form 8-A and Proxy Statement shall include all information reasonably requested by such other Party to be included therein. Each of Squirrel Cayman and the Company shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form F-4, the Form 8-A or Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Form F-4, the Form 8-A or the Proxy Statement, as applicable. Each Party shall use its reasonable best efforts to respond as soon as reasonably practicable to any comments from the SEC with respect to the Form F-4, the Form 8-A or Proxy Statement. Notwithstanding the foregoing, prior to filing or causing to be filed the Form F-4, the Form 8-A or the Proxy Statement (or any amendment or supplement thereto) to the SEC and making it available to the shareholders of the Company or responding to any comments of the SEC with respect thereto, each of Squirrel Cayman and the Company shall (A) provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (B) consider in good faith all comments reasonably proposed by the other. Each of Squirrel Cayman (including as Parent upon and following the Reorganization Closing) and the Company shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form F-4 and the Form 8-A, the issuance of any stop order relating thereto or the suspension of the qualification of offering or sale of Parent Ordinary Shares to be issued in connection with the Business Combination immediately prior to the Merger Closing in any jurisdiction, and each of Squirrel Cayman and the Company shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Squirrel Cayman and the Company shall also take any other action required to be taken under the Securities Act, the Exchange Act or any applicable non-U.S. or state securities or “blue sky” Laws in connection with the Business Combination and the issuance of Parent Ordinary Shares. Each of Squirrel Cayman and the Company shall use its reasonable best efforts to keep the Form F-4 and the Form 8-A effective as long as necessary to consummate the Business Combination and the other transactions contemplated by this Agreement.

(b) The Company, on the one hand, and Squirrel HoldCo, Squirrel Cayman and Merger Sub, on the other hand, covenant that none of the information supplied or to be supplied by Squirrel HoldCo, Squirrel Cayman, Merger Sub or the Company, as applicable, for inclusion or incorporation by reference in (i) the Form F-4 or the Form 8-A will, at the time the such filing or any amendment or supplement thereto is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; or (ii) the Proxy Statement will, at the date it is first filed with the SEC in definitive form or mailed or otherwise made available to the Company Shareholders or at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form F-4 and the Form 8-A will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, it being understood that no covenant is made by Squirrel HoldCo, Squirrel Cayman or Merger Sub with respect to statements or omissions made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference therein. The Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder, it being understood that no covenant is made by the Company with respect to statements or omissions made or incorporated by reference therein based on information supplied by Squirrel HoldCo, Squirrel Cayman or Merger Sub for inclusion or incorporation by reference therein.

(c) If prior to the Reorganization Effective Time, any event occurs with respect to Squirrel HoldCo or any of its Subsidiaries, or any change occurs with respect to other information supplied by Squirrel HoldCo or other Squirrel Companies for inclusion in the Proxy Statement, the Form F-4 or the Form 8-A, in each case that is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Form F-4 or the Form 8-A, then Squirrel HoldCo or Squirrel Cayman shall promptly notify the Company of such event, and Squirrel Cayman and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement, the Form F-4 or the Form 8-A and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the Company Shareholders.

(d) If prior to the Merger Effective Time, any event occurs with respect to the Company or any of it is Subsidiaries, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement, the Form F-4 or the Form 8-A, in each case that is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Form F-4 or the Form 8-A, then the Company shall promptly notify Squirrel HoldCo or Squirrel Cayman of such event, and the Company, Squirrel HoldCo and Squirrel Cayman shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement, the Form F-4 or the Form 8-A and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the Company Shareholders.

7.2 Regulatory Filings. The Parties shall make, or cause to be made, as promptly as practicable, all filings necessary to obtain all Regulatory Approvals. The Parties shall use their reasonable best efforts to: (a) respond to any requests for additional information made by any Governmental Entity; (b) provide the other Party with a reasonable opportunity to review and comment on any filing, submission, response to an information request or other (oral or written) communication to be submitted or made to any Governmental Entity and such receiving Party shall consider any such received comments in good faith; (c) advise the other Party (and, where applicable, provide a copy) of any written or oral communications that it receives from any Governmental Entity in respect of such filings (including in respect of any supplementary filings or submissions) and otherwise in connection with satisfying the Regulatory Approvals; and (d) provide the other Party with a reasonable opportunity to participate in any meetings with any Governmental Entity (subject to any opposition by a Governmental Entity to a particular party’s participation in such meeting) and participate in, or review, any material communication before it is made to any Governmental Entity. Notwithstanding the foregoing, each Party has the right to redact or otherwise exclude a Party from receiving any confidential competitively sensitive information otherwise required to be shared under this Section 7.2, provided that such other Party’s external counsel shall be entitled to receive such confidential competitively sensitive information on an external counsel only basis. The Parties shall, with the Company, on the one hand, and Squirrel HoldCo, Squirrel Cayman and Merger Sub, on the other hand: (i) not agree to an extension of any waiting period or review being undertaken by a Governmental Entity without the other Party’s prior written consent; (ii) cause any applicable waiting periods to terminate or expire at the earliest possible date; and (iii) resist vigorously, at their respective cost and expense, any Order challenging the completion of the Business Combination or any temporary or permanent injunction which could delay or prevent the Reorganization Closing or the Merger Closing, all to the end of expediting consummation of the Business Combination contemplated herein. Notwithstanding anything in this Agreement to the contrary, it is expressly understood and agreed that: (i) none of the Parties shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) neither Party (with the Company, on the one hand, and Squirrel HoldCo, Squirrel Cayman and Merger Sub, on the other hand) nor any of its Subsidiaries shall be under any obligation to make proposals, execute or carry out agreements, enter into consent decrees or submit to orders providing for (A) the sale, divestiture or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Squirrel HoldCo or any of its Affiliates or the Company or any of its Subsidiaries, or (B) the imposition of any license or condition or the commitment to take any action (or to refrain from taking any action) that limits in any manner its freedom of action with respect to, or its ability to operate, any of the assets or businesses of Squirrel HoldCo or the Company or any of their respective Subsidiaries (any of (A) or (B) a “Regulatory Restraint”).

7.3 Shareholder Vote; Recommendation of the Company Board. The Company, through the Company Board, shall recommend that the Company Shareholders vote in favor of adopting and approving the Business Combination, and the Company shall include such recommendation in the Proxy Statement. Prior to the termination of this Agreement in accordance with Article X, neither the Company Board nor any committee or agent or Representative thereof shall (i) withdraw (or modify in any manner adverse to Squirrel HoldCo), or propose to withdraw (or modify in any manner adverse to Squirrel HoldCo), the Company Board’s recommendation in favor of the Business Combination, (ii) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any Company Acquisition Transaction, (iii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into, any agreement related to a Company Acquisition Transaction, (iv) enter into any agreement, letter of intent, or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, (v) fail to recommend against any Company Acquisition Transaction, (vi) fail to re-affirm the aforementioned Company Board recommendation of the Business Combination at the written request of Squirrel HoldCo or Squirrel Cayman within five (5) Business Days or (vii) resolve or agree to do any of the foregoing.

7.4 Company Shareholders’ Meeting.

(a) The Company shall take all action necessary under applicable Law to, in consultation with Squirrel HoldCo, establish a record date for, call, give notice of and hold a meeting of the holders of Company Shares to consider and vote on the Business Combination and any other proposals set forth in the Proxy Statement (such meeting, the “Company Shareholders’ Meeting”). The Company Shareholders’ Meeting shall be held as promptly as practicable, in accordance with applicable Law and the Company’s Governing Documents, after the Form F-4 is declared effective by the SEC. The Company shall take reasonable measures to ensure that all proxies solicited in connection with the Company Shareholders’ Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the Company Shareholders’ Meeting, or a date preceding the date on which the Company Shareholders’ Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies sufficient to obtain the approvals from the Company Shareholders of the Business Combination and any other proposals set forth in the Proxy Statement, whether or not a quorum would be present or (ii) it will not have sufficient Company Shares represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders’ Meeting in accordance with Company’s Memorandum and Articles of Association and the Cayman Companies Act accordingly.

(b) the Company’s obligation to call, give notice of and hold the Company Shareholders’ Meeting in accordance with Section 7.4(a) shall not be limited or otherwise affected by any breach by the Company of Section 7.3.

7.5 Listing. From the date of this Agreement through the Merger Closing,

(a) The Company shall use all reasonable efforts that are necessary or desirable for the Company to remain listed as a public company on, and for Company Ordinary Shares to be tradable over, the applicable Nasdaq market(s); and

(b) Squirrel Cayman (including as Parent upon and following the Reorganization Closing) and the Company shall cooperate with each other and use their respective reasonable efforts to take actions that are necessary or desirable in order for Squirrel Cayman to apply for a new listing of Parent Ordinary Shares on, and for Parent Ordinary Shares to be tradeable over, the applicable Nasdaq market(s).

7.6 Squirrel HoldCo Shareholder Approval. As promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, subject to the continuous effectiveness of the F-4, Squirrel HoldCo shall solicit and obtain the Squirrel HoldCo Shareholder Approval in accordance with the memorandum and articles of association of Squirrel HoldCo and applicable Laws. The Squirrel HoldCo Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or (privately or publicly) propose to change, withdraw, withhold, qualify or modify the Squirrel HoldCo Board Recommendation.

7.7 No Claim Against Company Trust. Each of Squirrel HoldCo, Squirrel Cayman and Merger Sub acknowledges that it has read the Prospectus and that the Company has established the Company Trust from the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO for the benefit of the holders of Company Public Shares (the “Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Company Trust, the Company may disburse monies from the Company Trust only: (a) to the Public Shareholders in the event they elect to redeem Company Share in connection with the consummation of the Business Combination or an amendment to the Memorandum and Articles of Association to amend the prescribed timeline for the Company to complete a Business Combination as provided in the Memorandum and Articles of Association (the “Prescribed Timeline”), (b) to the Public Shareholders if the Company fails to consummate a Business Combination by the Prescribed Timeline, (c) any amounts necessary to pay any Taxes or complete any liquidation, or (d) to, or on behalf of, the Company after or concurrently with the consummation of a Business Combination. Each of Squirrel HoldCo, Squirrel Cayman (including as Parent upon and following the Reorganization Closing) and Merger Sub hereby agrees that, it does not now and shall not at any time hereafter have (other than its rights upon and after the Merger Closing) any right, title, interest or claim of any kind in or to any monies in the Company Trust or distributions therefrom, or make any claim prior to the Merger Closing against the Company Trust, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Claims”). Each of Squirrel HoldCo, Squirrel Cayman (including as Parent upon and following the Reorganization Closing) and Merger Sub hereby irrevocably waives any Claims it may have against the Company Trust (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not, prior to the Merger Closing, seek recourse against the Company Trust (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement). For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the waivers under this Section 7.7 will continue to apply at and after the Merger Closing or termination of this Agreement (as applicable) to distributions made to redeeming Public Shareholders and for transaction expenses paid. Each of Squirrel HoldCo, Squirrel Cayman (including as Parent upon and following the Reorganization Closing) and Merger Sub agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter into this Agreement. This Section 7.7 shall not limit the Squirrel HoldCo’s, Squirrel Cayman’s (including as Parent upon and following the Reorganization Closing) or Merger Sub’s right to seek specific performance against the Company pursuant to Section 12.18, including the right to seek specific performance against the Company to require the Company to take such actions contemplated by this Agreement subject to the satisfaction of the Company’s conditions to the Merger Closing in Section 8.2, and to comply with the terms of the Company Trust Agreement, including distribution of funds from the Company Trust upon the Merger Closing in accordance with the terms of this Agreement.

7.8 Tax Matters.

(a) Transfer Taxes. Notwithstanding anything to the contrary contained herein, the Squirrel Companies shall pay all transfer, documentary, sales, use, real property, stamp, registration and other similar Taxes, fees and costs (including any associated penalties and interest) (“Transfer Taxes”) incurred in connection with this Agreement or the other Transaction Documents. Each Squirrel Company shall, at its own expense, file all necessary Tax Returns with respect to all such Taxes, and, if required by applicable Law, the Company will join in the execution of any such Tax Returns.

(b) Tax Treatment. For U.S. federal income tax purposes (and for purposes of any applicable state or local Tax that follows the U.S. federal income tax treatment), the parties shall prepare and file all Tax Returns consistent with the Intended Tax Treatment (to the extent required to file such a Tax Return) 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 applicable Law.

(c) Exclusions or Inclusions under Sections 481, 7121, or similar provisions.None of the Parties will be required to include any item of income or exclude any item of deduction for any taxable period ending after the Merger Closing Date as a result of: (i) adjustment under Section 481 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law) by reason of a change in method of accounting for a taxable period ending on or before the Merger Closing Date; (ii) any “closing agreement” described in Section 7121 of the Code (or similar provision of state, local or non-U.S. income Tax Law) executed on or before the Merger Closing Date; (iii) any installment sale or open sale transaction disposition made on or before the Merger Closing Date; or (iv) any prepaid amount received on or before the Merger Closing Date outside the ordinary course of business

(d) Share Distributions under Sections 355 and/or 361 of the Code. None of the Parties have, within the last two years, distributed shares of another person, or has had its shares distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.

(e) Permanent Establishment. None of the Parties have received written notice from a non-United States Tax authority that it has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized and the Parties do not have a permanent establishment (within the meaning of an applicable Tax treaty) or other fixed place of business in a country other than the country in which it is organized.

(f) As of the date of this Agreement, none of the Parties have any reason to believe that any conditions or facts exist that would reasonably be expected to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

7.9 Post-Merger Closing Directors and Officers of Parent. Each of Parent and the Company shall take all such action within its power as may be necessary or appropriate such that upon the Merger Closing:

(a) the Parent Board shall consist of (i) all directors of Squirrel HoldCo immediately prior to the Reorganization Effective time, and (ii) two (2) or more directors nominated by Parent that in compliance with applicable Nasdaq listing rules and SEC regulations as applicable; and

(b) the officers of Parent immediately prior to the Merger Closing shall continue to serve in such capacity in accordance with the terms of Parent’s Governing Documents following the Merger Closing, until their respective successors are duly elected or appointed and qualified, provided that each of them shall enter into the Parent Employment Agreement customary to a public company containing non-disclosure, non-competition, no-circumvention/solicitation provisions in favor of Parent.

7.10 HSR Act and Regulatory Approvals.

(a) In connection with the transactions contemplated by this Agreement, each of Squirrel HoldCo and the Company shall comply promptly but in no event later than ten (10) Business Days after the date hereof with the notification and reporting requirements of the HSR Act, if applicable. Each of Squirrel HoldCo and the Company shall furnish to the other as promptly as reasonably practicable all information required for any application or other filing to be made by such other party pursuant to any Antitrust Law, if applicable. Each of Squirrel HoldCo and the Company shall substantially comply with any Information or Document Requests.

(b) Each of Squirrel HoldCo and the Company shall request early termination of any waiting period under the HSR Act, if applicable, and exercise its reasonable best efforts to (i) obtain termination or expiration of the waiting period under the HSR Act, if applicable, and consents or approvals pursuant to any other applicable Antitrust Laws, (ii) prevent the entry in any Legal Proceeding brought by a Governmental Entity or any other Person of any Order which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement and (iii) if any such Order is issued in any such Legal Proceeding, cause such Order to be lifted.

(c) Each of Squirrel HoldCo and the Company shall cooperate in good faith with the Governmental Entities and exercise its reasonable best efforts to undertake promptly any and all action required to complete lawfully the transactions contemplated by this Agreement as soon as practicable (but in any event prior to the termination of this Agreement) and any and all action necessary or advisable to avoid, prevent, eliminate or remove any impediment under Antitrust Law or the actual or threatened commencement of any proceeding in any forum by or on behalf of any Governmental Entity or the issuance of any Order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Business Combination. Without limiting the generality of the foregoing, each of Squirrel HoldCo and the Company shall, and shall cause its respective Subsidiaries (as applicable) to, (i) propose, negotiate, commit to and effect, by consent decree, hold separate orders or otherwise, the sale, divesture, disposition, or license of any investments, assets, properties, products, rights, services or businesses of such party or any interest therein, and (ii) otherwise take or commit to take any actions that would limit such party’s freedom of action with respect to, or its or their ability to retain any assets, properties, products, rights, services or businesses of such party, or any interest or interests therein; provided, that any such action contemplated by this Section 7.10(c) is conditioned upon the consummation of the Business Combination. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 7.10 or any other provision of this Agreement shall require or obligate the Company’s Affiliates and investors, the Squirrel HoldCo’s Affiliates and investors, including the Sponsor, their respective Affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by, Squirrel HoldCo’s Affiliates and investors, including the Sponsor, or any portfolio company (as such term is commonly understood in the private equity industry) or investment of Squirrel HoldCo’s Affiliates and investors including, the Sponsor or of any such investment fund or investment vehicle to take any action in connection with (A) obtaining termination or expiration of the waiting period under the HSR Act and consents or approvals pursuant to any other applicable Antitrust Laws or (B) avoiding, preventing, eliminating or removing any impediment under Antitrust Law with respect to the transactions contemplated hereby and thereby, including selling, divesting, or otherwise disposing of, licensing, holding separate, or taking or committing to take any action that limits in any respect such Person’s or entity’s freedom of action with respect to, or its ability to retain, any business, products, rights, services, licenses, assets or properties of such Person or entity or any of such entity’s Subsidiaries or Affiliates, or any interest therein.

(d) Each of Squirrel HoldCo and the Company shall promptly notify the other of any substantive communication with, and furnish to such other party copies of any notices or written communications received by, Squirrel HoldCo or the Company, as applicable, or any of its respective Affiliates and any third party or Governmental Entity with respect to the transactions contemplated by this Agreement, and each of Squirrel HoldCo and the Company shall permit counsel to such other party an opportunity to review in advance, and each of Squirrel HoldCo and the Company shall consider in good faith the views of such other party’s counsel in connection with, any proposed communications by Squirrel HoldCo or the Company, as applicable, and/or its respective Affiliates to any Governmental Entity concerning the transactions contemplated by this Agreement; provided that neither Squirrel HoldCo nor the Company shall extend any waiting period or comparable period under the HSR Act, if applicable, or enter into any agreement with any Governmental Entity without the written consent of such other party. Each of Squirrel HoldCo and the Company agrees to provide, to the extent permitted by the applicable Governmental Entity, such other party and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Entity, on the other hand, concerning or in connection with the transactions contemplated hereby. Any materials exchanged in connection with this Section 7.10(d) may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove references concerning the valuation of the Company or Squirrel HoldCo, as applicable, or other competitively sensitive material; provided, that each of Squirrel HoldCo and the Company may, as it deems advisable and necessary, designate any materials provided to such other party under this Section 7.10 as “outside counsel only.” Notwithstanding anything in this Agreement to the contrary, nothing in this Section 7.10 or any other provision of this Agreement shall require or obligate the Company or any of its investors or Affiliates to, and Squirrel HoldCo shall not, without the prior written consent of the Company, agree or otherwise be required to, take any action with respect to the Company, or such investors or Affiliates, including selling, divesting, or otherwise disposing of, licensing, holding separate, or taking or committing to take any action that limits in any respect its freedom of action with respect to, or its ability to retain, any business, products, rights, services, licenses, assets or properties of the Company or such investors or Affiliates, or any interest therein.

(e) Squirrel HoldCo, on the one hand, and the Company, on the other hand, shall each pay the filing fees payable by such Party to the Governmental Entities in connection with the transactions contemplated by this Agreement.

(f) Each of Squirrel HoldCo and the Company shall not, and shall cause its respective Subsidiaries (as applicable) not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, or take any other action, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation, or the taking of any other action, would reasonably be expected to: (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any authorizations, consents, orders or declarations of any Governmental Entities or the expiration or termination of any applicable waiting period; (ii) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the transaction contemplated hereby; (iii) increase the risk of not being able to remove any such order on appeal or otherwise; or (iv) delay or prevent the consummation of the transactions contemplated hereby. Notwithstanding anything in this Agreement to the contrary, the restrictions and obligations set forth in this Section 7.10(f)shall not apply to or be binding upon Squirrel HoldCo’s Affiliates, the Sponsor, their respective Affiliates or any investment funds or investment vehicles affiliated with, or managed or advised by, Squirrel HoldCo’s Affiliates, the Sponsor or any portfolio company (as such term is commonly understood in the private equity industry) or investment of Squirrel HoldCo’s Affiliates, the Sponsor, or any such investment fund or investment vehicle.

7.11 Transaction Financings. The Parties shall use their respective commercially reasonable efforts to obtain the Transaction Financing up to $50,000,000. Each of the Squirrel Companies on one hand and the Company on the other hand s shall keep the other fully informed of their respective efforts (including the full disclosure and prior notification of the actual or potential sources of financing with which each party discusses the Transaction Financing), and neither party shall enter into a binding agreement with respect to any Transaction Financing except with the written approval of the other Party.

7.12 Overseas Listing Trial Measures. Squirrel HoldCo shall and shall procure its respective Subsidiaries to keep current and timely file all necessary documents required by CSRC and otherwise comply in all material respects with the relevant filing obligations in connection with the transactions contemplated hereunder under the applicable Laws (including the Overseas Listing Trial Measures), and the Company shall timely furnish any information and materials that are necessary or desirable for the Squirrel Companies in connection therewith.

ARTICLE VIII

CONDITIONS TO MERGER CLOSING

8.1 Mutual Conditions to the Parties’ Obligations. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Company, Squirrel HoldCo, Squirrel Cayman (including as Parent upon and following the Reorganization Closing) and Merger Sub in writing) of the following conditions as of the Merger Closing Date:

(a) The Form F-4 and the Form 8-A shall have been declared effective by the SEC under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order;

(b) All Regulatory Approvals required to consummate the Business Combination and the transactions contemplated hereby shall have been obtained and any mandatory waiting periods related thereto (including any extension thereof) shall have expired, the other Transaction Documents, the transactions contemplated hereby and thereby;

(c) The Company Shareholder Approval shall have been obtained;

(d) The Squirrel HoldCo Shareholder Approval shall have been obtained;

(e) No Order will have been entered and no Law will be in effect that prevents or makes illegal the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declares unlawful the transactions contemplated by this Agreement or causes such transactions to be rescinded;

(f) (i) Squirrel Cayman’s initial listing application as a foreign private issuer with the Nasdaq in connection with the Business Combination shall have been conditionally approved and, upon the Merger Closing, Parent shall satisfy any applicable listing requirements of the Nasdaq and Parent shall not have received any written notice of non-compliance from Nasdaq, FINRA or the SEC therewith, unless any non-compliance is cured within thirty (30) days of receiving such notice or does not have any material adverse effect on the approval of Squirrel Cayman’s initial listing application, and (ii) Parent Ordinary Shares to be issued in connection with the Business Combination shall have been approved for listing on the Nasdaq, any mandatory waiting periods related thereto (including any extension thereof) shall have expired and the listing on the Nasdaq shall be only subject to official notice of issuance;

(g) all Transaction Documents shall have been executed and delivered by the other parties thereto and been in full force and effect in accordance with the terms thereof as of the Merger Closing;

(h) all necessary actions shall have been taken such that the size and composition of Parent Board shall comply with the requirements for listing on the applicable Nasdaq market upon the Merger Closing; and

(i) the Reorganization Closing has occurred.

If the Merger Closing occurs, all Merger Closing conditions set forth in this Section 8.1 that have not been fully satisfied as of the Merger Closing will be deemed to have been waived (as permitted by applicable Law) by the Company, Squirrel HoldCo, Squirrel Cayman (including as Parent upon and following the Reorganization Closing) and Merger Sub.

8.2 Conditions to Squirrel HoldCo’s, Squirrel Cayman’s and Merger Sub’s Obligations. The obligations of Squirrel HoldCo, Squirrel Cayman (including as Parent upon and following the Reorganization Closing) and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Squirrel HoldCo, Squirrel Cayman (including as Parent upon and following the Reorganization Closing) and Merger Sub in writing) of the following conditions as of the Merger Closing Date:

(a) All representations and warranties of the Company contained in Article III of this Agreement will be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein, other than (x) with respect to Section 3.8(a), (y) to the extent that such “materiality” or “Company Material Adverse Effect” qualifier defines the scope of items or matters disclosed in the Company Disclosure Letter, or (z) to the extent that the term “material” or a variation thereof is used in any defined terms or the definitions of any defined terms hereunder) at and as of the Merger Closing Date as though made at and as of the Merger Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (a), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Letters but without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein (other than with respect to Section 3.8(a) and other than to the extent that such “materiality” or “Company Material Adverse Effect” qualifier defines the scope of items or matters disclosed in the Company Disclosure Letter)) has not had, and would not have, a Company Material Adverse Effect;

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

(c) There will not have been a Company Material Adverse Effect since the date hereof;

(d) The Company will have delivered to Squirrel Cayman/Parent each of the following:

(i) a certificate of an authorized officer of the Company, solely in his capacity as such and not in his personal capacity, dated as of the Merger Closing Date, stating that the conditions specified in Section 8.2(a) and Section 8.2(b), as they relate to the Company, have been satisfied; and

(ii) written resignations, in forms satisfactory to Squirrel Cayman/Parent, dated as of the Merger Closing Date and effective as of the Merger Closing, executed by (A) all officers of the Company and (B) all persons serving as directors of the Company immediately prior to the Merger Closing.

(e) Not more than five (5) Business Days prior to the Reorganization Closing, the Company shall deliver to Squirrel Cayman/Parent a certificate signed by a duly authorized officer, solely in such capacity and not in its personal capacity setting forth a list of any fee, expense or cost which the Company is obligated to pay in connection with the consummation of the Business Combination, this Agreement, the other Transaction Documents and the performance and compliance with all agreements and conditions contained herein or therein to be performed or complied with, including the fees, expenses and disbursements of its counsel and accountants, due diligence expenses, advisory and consulting fees, underwriting and other third-party fees, in each case, to the extent not paid prior to the Merger Effective Time, solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Merger Closing (together with written invoices and wire transfer instructions for the payment thereof) (collectively, the “Outstanding Company Expenses”)

(f) The Company shall have delivered to Squirrel Cayman/Parent a certificate from its secretary or other executive officer certifying as to the validity and effectiveness of, and attaching, (A) copies of its Governing Documents as in effect as of the Merger Closing Date (immediately prior to the Merger Effective Time), (B) the requisite resolutions of its board of directors authorizing and approving the execution, delivery and performance of this Agreement and each Transaction Document to which it is a party or bound, and the consummation of the Merger, (C) evidence that the Company Shareholder Approval has been obtained, and (D) certificate of incumbency of the Company showing the name of directors and officers who are authorized to execute this Agreement or any Transaction Document to which it is or is required to be a party or otherwise bound; and

(g) Squirrel Cayman/Parent shall have received the duly executed Lock-Up Agreement signed by the Sponsor.

If the Merger Closing occurs, all Merger Closing conditions set forth in this Section 8.2 that have not been fully satisfied as of the Merger Closing will be deemed to have been waived by Squirrel HoldCo, Squirrel Cayman (including as Parent upon and following the Reorganization Closing) and Merger Sub.

8.3 Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or, if permitted by applicable Law, waiver by the Company in writing) of the following conditions as of the Merger Closing Date:

(a) All representations and warranties contained in Article IV of this Agreement will be true and correct (without giving effect to any limitation as to “materiality” or “Squirrel Material Adverse Effect” set forth therein, other than (x) with respect to Section 4.6(a), (y) to the extent that such “materiality” or “Squirrel Material Adverse Effect” qualifier defines the scope of items or matters disclosed in the Squirrel Disclosure Letters, or (z) to the extent that the term “material” or a variation thereof is used in any defined terms or the definitions of any defined terms hereunder) at and as of the Merger Closing Date as though made at and as of the Merger Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (a), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Squirrel Disclosure Letters but without giving effect to any limitation as to “materiality” or “Squirrel Material Adverse Effect” set forth therein, other than with respect to Section 4.6(a) and other than to the extent that such “materiality” or “Squirrel Material Adverse Effect” qualifier defines the scope of items or matters disclosed in the Squirrel Disclosure Letters) has not had, and would not have, a Squirrel Material Adverse Effect;

(b) Squirrel HoldCo, Squirrel Cayman (including as Parent upon and following the Reorganization Closing) and Merger Sub will have performed and complied with in all material respects all the covenants and agreements required to be performed by them under this Agreement at or prior to the Merger Closing;

(c) The Company shall have received copies of the Parent Employment Agreement duly executed by each executive officer contemplated in Section 7.9(b), each of which shall be effective immediately at the Merger Closing;

(d) The Company shall have received the duly executed Registration Rights Agreement;

(e) The Company shall have received the duly executed Lock-Up Agreement signed by certain shareholders of Parent;

(f) There will not have been a Squirrel Material Adverse Effect since the date hereof;

(g) Parent will have delivered to the Company a certificate of an authorized officer of Parent in his or her capacity as such, dated as of the Merger Closing, stating that the conditions specified in Section 8.3(a) and Section 8.3(b), as Parent relates to such entity, with respect to each of Squirrel HoldCo and Squirrel Cayman (including as Parent upon and following the Reorganization Closing), have been satisfied, as applicable;

(h) Parent and Merger Sub will have delivered to the Company a certificate of an authorized officer of each of Parent and Merger Sub in his or her capacity as such, dated as of the Merger Closing Date, stating that the conditions specified in Section 8.3(a) and Section 8.3(b), as they relate to such entity, have been satisfied;

(i) The Company shall have received the copy of the opinion letter from the counsel of the People’s Republic of China of the Squirrel Companies as required in connection with the CSRC filing contemplated in Section 4.15(c);

(j) Not more than five (5) Business Days prior to the Reorganization Closing, Squirrel HoldCo shall deliver to the Company a certificate signed by a duly authorized officer of Squirrel HoldCo, solely in such capacity and not in his/her personal capacity setting forth a list of any fee, expense or cost which Squirrel HoldCo, together with its Subsidiaries, is obligated to pay in connection with the consummation of the Business Combination, this Agreement, the other Transaction Documents and the performance and compliance with all agreements and conditions contained herein or therein to be performed or complied with, including the fees, expenses and disbursements of its counsel and accountants, due diligence expenses, advisory and consulting fees, underwriting and other third-party fees, in each case, to the extent not paid prior to the Merger Effective Time, solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Merger Closing (together with written invoices and wire transfer instructions for the payment thereof) (collectively, the “Outstanding Squirrel Expenses”);

(k) Parent shall have delivered to the Company a certificate from its secretary or other executive officer certifying as to the validity and effectiveness of, and attaching, (A) copies of the Governing Documents of Parent as in effect as of the Merger Closing Date (immediately prior to the Merger Effective Time), (B) the requisite resolutions of the board of directors of each of Squirrel HoldCo and Squirrel Cayman (including as Parent upon and following the Reorganization Closing) authorizing and approving the execution, delivery and performance of this Agreement and each Transaction Document to which it is a party or bound, and the consummation of the Business Combination, (C) evidence that the Squirrel HoldCo Shareholder Approval has been obtained, and (D) the certificate of incumbency of each Squirrel HoldCo and Squirrel Cayman (including as Parent upon and following the Reorganization Closing) showing the names of directors and officers who are authorized to execute this Agreement or any Transaction Document to which it is or is required to be a party or otherwise bound;

(l) Merger Sub shall have delivered to the Company a certificate from its director certifying as to the validity and effectiveness of, and attaching, (A) copies of the Governing Documents of Merger Sub as in effect as of immediately prior to the Merger Effective Time, (B) the requisite resolutions of the board of directors of Merger Sub authorizing and approving the execution, delivery and performance of this Agreement and each Transaction Document to which it is a party or bound, and the consummation of the Business Combination, and (C) the certificate of incumbency of the Merger Sub showing the name of directors and officers who are authorized to execute this Agreement or any Transaction Document to which it is or is required to be a party or otherwise bound;

(m) Each of Squirrel Companies deliver to the Company a copy of the certificate of good standing (or similar documents applicable for the relevant Squirrel Company in its jurisdiction of incorporation to the extent applicable) for such Squirrel Company certified or issued as of a date no earlier than twenty (20) days prior to the Merger Closing Date by or from proper Governmental Entity of such Squirrel Company’s jurisdiction of organization and from each other jurisdiction in which such Squirrel Company is qualified to do business as a foreign entity as of the Merger Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdiction;

(n) Merger Sub shall deliver to the Company a copy of the certificate of good standing of Merger Sub issued as of a date no earlier than twenty (20) days prior to the Merger Closing Date by the Registrar of Companies of the Cayman Islands.

If the Merger Closing occurs, all closing conditions set forth in this Section 8.3 that have not been fully satisfied as of the Merger Closing will be deemed to have been waived by the Company.

ARTICLE IX

INDEMNIFICATION OF OFFICERS AND DIRECTORS OF THE COMPANY

9.1 Indemnification of Officers and Directors of the Company. If the Merger Closing occurs, Parent shall cause all rights to indemnification and advancement of expenses and all limitations on liability existing in favor of any employee, officer or director of the Company (collectively, the “Company Indemnitees”), as provided in the Company’s Memorandum and Articles of Association, to survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by the Parent after the Merger Closing. After the Merger Effective Time, Parent shall maintain in effect the exculpation, indemnification and advancement of expenses provisions in respect of the Company Indemnitees of (i) the Company’s Memorandum and Articles of Association as in effect immediately prior to the Merger Effective Time and (ii) any indemnification agreements of the Company with any of their respective directors, officers or employees as in effect immediately prior to the Merger Effective Time, and in each case of clauses (i) and (ii) shall not amend or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the Merger Effective Time were current or former directors, officers or employees of the Company. The obligations of Parent under this Section 9.1 shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 9.1 applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 9.1 applies shall be intended third party beneficiaries of this Section 9.1).

9.2 Indemnification by Successors and Assigns. In the event Parent (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets, shares, stock or other equity interests to any Person, then and in each such case, Parent shall ensure that proper provision shall be made so that the successors and assigns of Parent shall assume the obligations set forth in this Article IX.

9.3 Tail Policy Parent shall, or shall cause its Affiliates to, obtain at its or their expense a “tail” directors’ and officers’ liability insurance policy, effective for a period of at least six (6) years from the Merger Closing Date, for the benefit of the Company or any of their officers and directors, as the case may be, with respect to claims arising from facts or events that occurred on or before the Merger Closing Date. Parent shall cause such “tail” policy to be maintained in full force and effect, for its full term.

ARTICLE X

TERMINATION

10.1 Termination. This Agreement may be terminated at any time prior to the Merger Closing:

(a) by the mutual written consent of Squirrel HoldCo (or Parent upon and following the Reorganization Closing) and the Company;

(b) by Squirrel HoldCo (or Parent upon and following the Reorganization Closing) by written notice to the Company, if any of the representations or warranties of the Company set forth in Article III will not be true and correct, or if the Company has failed to perform any covenant or agreement on the part of the Company set forth in this Agreement (including an obligation to consummate the Reorganization Closing), such that any condition to the Merger Closing set forth in either Section 8.2(a) or Section 8.2(b) would not be satisfied or reasonably expected would not be satisfied at the Merger Closing Date and the breach or breaches causing such representations or warranties not to be true and correct, or the failure to perform any covenant or agreement, as applicable, are not cured (if capable of being cured) within 30 days after written notice thereof is delivered to the Company; provided that Squirrel HoldCo, Squirrel Cayman (including as Parent upon and following the Reorganization Closing) or Merger Sub is not then in breach of this Agreement so as to cause any condition to the Merger Closing set forth in either Section 8.3(a) or Section 8.3(b) from being satisfied at the Merger Closing Date;

(c) by the Company by written notice to Squirrel HoldCo (or Parent upon and following the Reorganization Closing), if any of the representations or warranties of the Squirrel Companies set forth in Article III will not be true and correct, or if a Squirrel Company has failed to perform any covenant or agreement on the part of Squirrel HoldCo, Squirrel Cayman (including as Parent upon and following the Reorganization Closing) or Merger Sub, respectively, set forth in this Agreement (including an obligation to consummate the Reorganization Closing), such that any condition to the Merger Closing set forth in either Section 8.3(a) or Section 8.3(b) would not be satisfied or reasonably expected would not be satisfied at the Merger Closing Date and the breach or breaches causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, are not cured (if capable of being cured) within 30 days after written notice thereof is delivered to Squirrel HoldCo (or Parent upon and following the Reorganization Closing); provided that the Company is not then in breach of this Agreement so as to cause any condition to the Merger Closing set forth in Section 8.2(a) or Section 8.2(b) from being satisfied at the Merger Closing Date;

(d) by Squirrel HoldCo (or Parent upon and following the Reorganization Closing) or the Company, by written notice from Squirrel HoldCo (or Parent upon and following the Reorganization Closing) or the Company to the opposing party, as applicable, if any Governmental Entity of competent jurisdiction shall have issued an Order, enacted any Law or taken any other action restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby and, in the case of Orders and other actions, such Order or other action shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 10.1(d) shall not be available to the Party seeking to terminate if any action of such party or any failure of such party to act has contributed to such Order or other action and such action or failure constitutes a breach of this Agreement;

(e) by Squirrel HoldCo (or Parent upon and following the Reorganization Closing) by written notice to the Company if (i) the Company Board withdraws (or modifies in any manner adverse to Squirrel HoldCo (or Parent upon and following the Reorganization Closing)), or proposes to withdraw (or modify in any manner adverse to Squirrel HoldCo (or Parent upon and following the Reorganization Closing)), the Company Board’s recommendation in favor of the proposals set forth in the Prospectus, or fails to reaffirm such recommendation as promptly as practicable (and in any event within five Business Days) after receipt of any written request to do so by Squirrel HoldCo (or Parent upon and following the Reorganization Closing) or (ii) if the Company Shareholder Approval shall not have been obtained at the meeting of Company Shareholders to be held in accordance with the Proxy Statement (or at any adjournment or postponement thereof); and

10.2 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 10.1, all obligations of the Parties hereunder (other than Section 5.3, Section 6.3, Section 7.7, Section 7.10(e), this Section 10.2 and Article X, which will survive the termination of this Agreement (other than the provisions of Section 12.18, which will terminate)) will terminate without any liability of any Party to any other Party; provided, further, that no termination will relieve a Party from any liability arising from or relating to any knowing or intentional breach of a representation, a warranty or a covenant by such Party prior to termination.

ARTICLE XI

DEFINITIONS

11.1 Definitions. For purposes hereof, the following terms when used herein will have the respective meanings set forth below:

“Affiliate” or “Affiliates” of any particular Person means any other Person controlling, controlled by, or under common control with, such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise.

“Agreement” has the meaning set forth in specified in the preamble.

“Anti-Bribery Laws” means the anti-bribery and accounting provisions of the Foreign Corrupt Practices Act of 1977, as amended, and all other applicable anti-corruption and bribery Laws (including the U.K. Bribery Act 2010, and any rules or regulations promulgated thereunder or other Laws of other countries implementing the OECD Convention on Combating Bribery of Foreign Officials).

“Anti-Money Laundering Laws” means, the applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions in which any Squirrel Company operates, the rules and regulations thereunder.

“Antitrust Laws” means any federal, state or foreign Law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition.

“A&R Warrant Agreement” has the meaning specified in the recitals.

“Alternative Transaction” has the meaning specified in Section 6.4.

“Authorization Notice” has the meaning set forth in specified in Section 2.2(e).

“Business Combination” has the meaning has the meaning specified in the recitals.

“Business Day” means a day that is neither a Saturday or a Sunday nor any other day on which banking institutions in New York, New York, the Cayman Islands and the British Virgin Islands are authorized or obligated by Law to close.

“CSRC” means the China Securities Regulatory Commission.

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

“Cayman Registrar” means the Registrar of Companies of the Cayman Islands.

“Claims” has the meaning specified in Section 7.7.

“Code” means the Internal Revenue Code of 1986, as amended or now in effect or as hereafter amended, including, but not limited to, any successor or substitute federal Tax codes or legislation.

“Company Acquisition Transaction” has the meaning specified in Section 5.5.

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

“Company Disclosure Letter” has the meaning specified in Article III.

“Company Dissenting Shares” has the meaning specified in Section 2.2(e).

“Company Dissenting Shareholders” has the meaning specified in Section 2.2(e).

“Company Employee Benefit Plan” means each “employee benefit plan” within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA) and all other stock purchase, stock option, restricted stock, severance, retention, employment, individual consulting, change-of-control, bonus, incentive, deferred compensation, employee loan, welfare, medical, health, disability, fringe benefit and other benefit plan, agreement, program or policy (i) that is sponsored, maintained, contributed to, or required to be contributed to, by any of the Company for the benefit of any officer, employee, consultant or director of Company or (ii) with respect to which the Company has any liability (including contingent liability through any ERISA Affiliate).

“Company Material Adverse Effect” means any change, effect, event, occurrence, state of facts or development that, individually or in the aggregate, has had or would have a material adverse effect on (a) the business, assets, properties or condition (financial or otherwise) of the Company, taken as a whole, or (b) the ability of the Company to consummate the transactions contemplated hereby.

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

“Company Public Shares” means the Company Ordinary Shares issued and outstanding that were initially sold in the IPO, and any securities into which such Company Ordinary Shares are converted or for which such Company Ordinary Shares are exchanged.

“Company Preference Shares” means preference shares, par value $0.0001 per share, of the Company,

“Company Right” means each such right that entitles the holder thereof to receive one-tenth (1/10) of one Company Ordinary Share at the closing of a Business Combination (as such term is defined in Company’s Governing Documents).

“Company Redemption Price” means a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company Trust (including any interest earned on the funds held in the Company Trust) and not previously released to the Company to pay its taxes, divided into the number of the then Company Public Shares in connection with obtaining the Company Shareholder Approval, as determined in accordance with the Company’s Governing Documents in connection with the Redemption Offer and the Merger.

“Company Securities” means the Equity Securities of Company.

“Company Shareholder” means a person recorded as the holder of Company Shares in the Company’s register of members immediately prior to the Merger Effective Time.

“Company Shareholder Approval” means (a) the authorization and approval of this Agreement, the other Transaction Documents, the Business Combination, all proposals set forth in the Proxy Statement with respect to the Redemption Offer and any other proposal as necessary or appropriate in connection with the consummation of the Business Combination and the Merger, and (b) the authorization and approval of any other proposals as the SEC (or staff member thereof) indicates (i) are necessary in its comments to the Proxy Statement or correspondence related thereto and (ii) are required to be approved by the Company Shareholders in order for the Merger to be consummated, in each case with the requisite number of votes required under the Cayman Companies Act and the Company’s Governing Documents.

“Company Shareholders’ Meeting” has the meaning specified in Section 7.4(a).

“Company Share Redemption” means the election of an eligible (as determined in accordance with the Company’s Governing Documents) holder of Company Ordinary Shares to redeem all or a portion of the Company Ordinary Shares held by such holder at the Company Redemption Price.

“Company Shares” means, collectively, Company Ordinary Shares and Company Preference Shares.

“Company Subject Balance Sheet” has the meaning specified in Section 3.7(c).

“Company Trust” means that certain trust account of the Company with Continental Stock Transfer & Trust Company, acting as trustee, established under the Company Trust Agreement.

“Company Trust Agreement” means that certain Investment Management Trust Agreement, dated as of dated December 21, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as the same may be amended, restated or supplemented.

“Company Trust Amount” has the meaning specified in Section 3.9.

“Company Unit” means a unit of the Company issued at the Company’s IPO (including overallotment units acquired by the underwriters of the Company’s IPO) consisting of one (1) Company Ordinary Share, one (1) Company Warrant, and one (1) Company Right.

“Company Warrant” means one whole redeemable warrant of which one (1) was included as part of each Company Unit, entitling the holder thereof to purchase one (1) Company Ordinary Share at a purchase price of $11.50 per share, subject to adjustments as provided for in the Prospectus.

“Confidential Information” means any information that one party discloses, directly or indirectly, to the other party, whether embodied in tangible form or disclosed visually or orally and whether or not designated as “confidential” or “proprietary” or by some similar designation, relating to the prior, current or prospective business of the disclosing party, including, without limitation, business models, business opportunities, business plans, financial information, market research, marketing plans, pricing and cost data, customers, suppliers, employees, contractors, ideas, improvements, products and product plans, technologies, research activities and results, information regarding genetic or other biological materials, gene sequences, cell lines, viruses, plasmids, vectors, compounds, protocols, assays and clinical trials, and any other information that should be reasonably understood by the receiving party to be the confidential or proprietary information of the disclosing party. Confidential Information shall not include information (i) that has entered the public domain through no fault of the receiving party, (ii) rightfully known by the receiving party without obligation of confidentiality to any third party prior to receipt of same from the disclosing party, (iii) independently developed by the receiving party without using any Confidential Information of the disclosing party, and (iv) generally made available by the disclosing party without obligation of confidentiality.

“Consent” means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Entity or any other Person.

“date hereof” has the meaning set forth in specified in the preamble.

“Encumbrance” means any lease, pledge, option, easement, deed of trust, right of way, encroachment, conditional sales agreement, security interest, mortgage, adverse claim, encumbrance, covenant, condition, restriction of record, charge or restriction of any kind (except for restrictions on transfer under the Securities Act and applicable state securities laws), including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership, whether voluntarily incurred or arising by operation of Law, and includes any agreement to give any of the foregoing in the future.

“Environmental Claim” means any claim, action, cause of action, written notice or demand by any Person or investigation by any Governmental Entity alleging potential liability (including potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on or resulting from (a) the presence, Release or threatened Release of, or any exposure to, any Hazardous Materials at any location, whether or not owned or operated by the Company, or (b) circumstances forming the basis of any violation or alleged violation of any Environmental Law.

“Environmental Laws” means all applicable federal, state, local and foreign laws and regulations relating to pollution or protection of human health (to the extent relating to exposure to Hazardous Materials) or the environment, including laws relating to Releases or threatened Releases of Hazardous Materials or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, transport or handling of Hazardous Materials.

“Equity Securities” means, with respect to any Person, any capital stock, shares, equity interests, membership interests, partnership interests or registered capital, or other ownership interests in such Person and any options, warrants or other securities (for the avoidance of doubt, including debt securities) that are directly or indirectly convertible into, or exercisable or exchangeable for, such capital stock, shares, equity interests, membership interests, partnership interests or registered capital, or other ownership interests, in each case, issued by or with the approval of such Person.

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

“ERISA Affiliate” means any entity, trade or business that is a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(l) of ERISA that includes the Squirrel Companies or the Company or its Subsidiaries, as applicable.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Ratio” means a ratio equal to a fraction: (A) the numerator of which is the Squirrel Valuation divided by US$10.00 per share, and (B) the denominator of which is the total number of Squirrel HoldCo Ordinary Shares issued and outstanding immediately prior to the Reorganization Effective Time.

“Extension” has the meaning given to it in Section 5.1.

“FINRA” means the Financial Industry Regulatory Authority.

“GAAP” means United States generally accepted accounting principles, consistently applied, as in effect as of the Reference Time.

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

“Governmental Entity” means any federal, national, state, foreign, provincial, local or other government or any governmental, regulatory, administrative or self-regulatory authority, agency, bureau, board, commission, court, judicial or arbitral body, department, political subdivision, tribunal or other instrumentality thereof.

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

“Hazardous Materials” means any chemical, material, waste or substance regulated under applicable Environmental Law as a hazardous waste, hazardous material, hazardous substance, extremely hazardous waste, restricted hazardous waste, pollutant, contaminant, toxic substance or toxic waste.

“IFRS” means International Financial Reporting Standards.

“Indebtedness” means, as of any time of determination, without duplication, (a) the unpaid principal amount of, and accrued and unpaid interest on, all indebtedness for borrowed money of the Squirrel Companies, including liabilities of the Squirrel Companies evidenced by bonds, debentures, notes or other similar instruments or debt securities, (b) all obligations of the Squirrel Companies under leases required in accordance with the Squirrel HoldCo’s historic accounting principles to be capitalized on a balance sheet of the Squirrel Companies, (c) any costs associated with termination of any of the Squirrel Companies’ interest rate, hedge and currency swap arrangements and any other arrangement of the Squirrel Companies designed to provide protection against fluctuations in interest or currency rates that is being terminated as of the Merger Closing Date, and (d) any obligation of the Squirrel Companies to any Person (other than another Squirrel Company) for the deferred purchase price of property or services (other than trade payables incurred in the Ordinary Course of Business) or otherwise secured by a Lien (other than a Permitted Lien), including any promissory notes, contractual payment obligations, earn-outs, contingent payment obligations, non-compete or other restrictive covenant payments, including any such obligation arising from the acquisition of a business.

“Information or Document Request” means any request or demand for the production, delivery or disclosure of documents or other evidence, or any request or demand for the production of witnesses for interviews or depositions or other oral or written testimony, by any Governmental Entity relating to the transactions contemplated hereby or by any third party challenging the transactions contemplated hereby, including any so called “second request” for additional information or documentary material or any civil investigative demand made or issued by the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission or any subpoena, interrogatory or deposition.

“Intellectual Property” means: (a) patents and patent applications, including utility, utility model, and design patents, including all issued claims therein, whether published or unpublished, including provisional, national, regional and international applications as well as continuations, continuations-in-part, divisional, reissues, renewals and re-examination applications, (b) trademarks, service marks, trade names, trade dress, and logos, whether registered or unregistered, together with the goodwill of the business thereunder, (c) internet domain name registrations and applications for registration thereof together with all of the goodwill associated therewith, (d) copyrights (registered or unregistered) and registrations and applications for registration thereof, and copyrightable subject matter, including copyrights in software and (e) Trade Secrets, including know-how and proprietary technology.

“Interim Statements Dates” has the meaning specified in Section 4.5(b).

“Interim Financial Statements” has the meaning specified in Section 4.5(b).

“International Trade Laws” means all applicable export, import, customs, anti-boycott, and other trade Laws or programs administered, enacted or enforced by any relevant Governmental Entity in the jurisdiction to the extent they are applicable to the Squirrel Companies or any of its Subsidiaries, including but not limited to: (a) the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, and the import Laws and regulations administered by U.S. Customs and Border Protection; and (b) the anti-boycott Laws administered by the U.S. Departments of Commerce and Treasury.

“Intended Tax Treatment” has the meaning specified in the recitals.

“IPO” has the meaning specified in Section 7.7.

“Knowledge” means, with respect to the Company, the actual knowledge of Mingyu Li, and the knowledge that such individual would have acquired in the exercise of reasonable inquiries of direct reports; and, with respect to a Squirrel Company, the actual knowledge of such Squirrel Company, and the knowledge that such individuals would have acquired in the exercise of reasonable inquiries of direct reports.

“Law(s)” means any law, rule, regulation, judgment, injunction, order, decree or other restriction of any Governmental Entity.

“Lock-Up Agreement” has the meaning specified in the recitals.

“Leased Real Property” has the meaning specified in Section 4.7(b).

“Legal Proceeding” means any judicial, administrative or arbitral actions, suits, hearings, inquiries, investigations or other proceedings (public or private) commenced, brought, conducted or heard before, or otherwise involving, any Governmental Entity or arbitrator.

“Legal Requirement” means, with respect to any Party, all applicable laws, statutes, rules, regulations, codes, ordinances, bylaws, variances, judgments, injunctions, orders, conditions and licenses of a Governmental Entity having jurisdiction over the assets or the properties of such Party or its Subsidiaries and the operations thereof, including the rules of any exchange on which any of the Parties is or intends to be listed.

“Liabilities” means all indebtedness, obligations and other liabilities of a Person required under IFRS or GAAP to be accrued on the financial statements of such Person.

“Liens” means all liens, mortgages, deeds of trust, pledges, hypothecations, Encumbrances, security interests, rights of pre-emption, licenses, restrictions, or other liens of any kind whether consensual, statutory or otherwise (other than, in the case of a security, any restriction on transfer of such security arising under any securities Laws).

“Material Contract” has the meaning specified in Section 4.9(a).

“Material Permits” has the meaning specified in Section 4.15(b).

“Memorandum and Articles of Association” means the Company’s Amended and Restated Memorandum and Articles of Association registered on December 20, 2022 as amended by special resolutions dated September 25, 2023 and March 22, 2024, amended and effective under the Laws of the Cayman Islands.

“Merger” has the meaning specified in Section 2.1(a).

“Merger Closing” has the meaning specified in Section 2.1(c).

“Merger Closing Date” has the meaning specified in Section 2.1(c).

“Merger Effective Time” has the meaning specified in Section 2.1(d).

“Merger Sub” has the meaning specified in the preamble.

“Nasdaq” means The NASDAQ Stock Market LLC.

“Order” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Entity. For clarification, a Permit is not an Order.

“Ordinary Course of Business” means, with respect to any Person, actions that are consistent in all material respects with the past practices of such Person, taken in the ordinary course of the normal day-to-day operations of such Person.

“Outstanding Company Expenses” has the meaning specified in Section 8.2(e).

“Overseas Listing Trial Measures” means the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, as promulgated by the CSRC on February 17, 2023, as may be amended from time to time.

“Outstanding Squirrel Expenses” has the meaning specified in Section 8.3(j).

“Parent” has the meaning specified in the preamble.

“Parent Employment Agreement” has the meaning specified in the recitals.

“Parent Ordinary Shares” means the ordinary shares of Parent of a par value of US$0.0001 each.

“Parent Securities” means the Equity Securities in the capital of Parent.

“Parent Warrant” means each whole warrant entitling the holder thereof to purchase one (1) Parent Ordinary Share at a purchase price of $11.50 per share (as adjusted pursuant to the A&R Warrant Agreement).

“Party” or “Parties” has the meaning specified in the preamble.

“Permit” has the meaning specified in Section 4.15(b).

“Permitted Liens” means (a) statutory liens for current Taxes or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings by the Squirrel Companies and for which adequate reserves have been established; (b) mechanics’, carriers’, workers’, repairers’ and similar statutory liens arising or incurred in the Ordinary Course of Business for amounts that are not delinquent, unless being contested in good faith by appropriate proceedings and for which adequate accruals or reserves have been established; (c) zoning, entitlement, building and other land use regulations or ordinances imposed by Governmental Entities having jurisdiction over the Leased Real Property that are not violated in any material respect by the use and operation as of the date hereof of the Leased Real Property; (d) covenants, conditions, restrictions, easements and other similar Liens of record that do not materially impair the occupancy or use of the Leased Real Property for the purposes for which it is used as of the date hereof in connection with the Squirrel Companies’ and their Subsidiaries’ businesses; (e) liens arising under workers’ compensation, unemployment insurance, social security, retirement and similar legislation; (f) liens arising in connection with sales of foreign receivables; (g) liens on goods in transit incurred pursuant to documentary letters of credit; (h) purchase money liens; (i) title to any portion of the premises lying within the right of way or boundary of any public road or private road which, individually or in the aggregate, do not materially adversely affect the value or the continued use of the Leased Real Property as it is used as of the date hereof; (j) rights of parties in possession without options to purchase or rights of first refusal; (k) liens securing Indebtedness and (l) rights of lessors or landlords to the Leased Real Property.

“Permitted Releases” has the meaning specified in Section 3.9.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Entity.

“Personnel” has the meaning specified in Section 4.10(c).

“Prescribed Timeline” has the meaning specified in Section 7.7.

“Prospectus” means that certain final prospectus (File No. 333-268578), dated as of December 22, 2022, of the Company.

“Proxy Statement” has the meaning specified in Section 7.1(a).

“Public Shareholders” has the meaning specified in Section 7.7.

“Plan of Merger” has the meaning specified in Section 2.1(b).

“Plan of Reorganization” has the meaning specified in Section 1.1(b).

“Redeeming Company Shares” means Company Ordinary Shares in respect of which its holder thereof has validly exercised (and not validly revoked, withdrawn or lost) his, her or its Company Share Redemption.

“Real Property Leases” means all leases, subleases, licenses, and other contracts or agreements for the use or occupancy of the Leased Real Property, and any ancillary documents pertaining thereto, including, for example, amendments, modifications, supplements, exhibits, Schedules, addenda and restatements thereto and thereof.

“Redemption Offer” has the meaning specified in the recitals.

“Reference Time” means 11:59 p.m. local time on the day immediately preceding the day the Merger Effective Time occurs.

“Registered Intellectual Property” means all United States, international and foreign: (i) patents and patent applications; (ii) registered trademarks, applications to register trademarks, intent-to-use applications, or other registrations or applications related to trademarks; (iii) registered copyrights and applications for copyright registration; and (iv) any other Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued, filed with, or recorded by any state, government or other public legal authority.

“Registration Rights Agreement” has the meaning specified in the recitals.

“Regulatory Approvals” means any clearance, consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity.

“Release” means any release, spill, emission, discharge, leak, pumping, injection, deposit, disposal, dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater and surface or subsurface strata) or into or out of any real property, including the movement of Hazardous Materials through or in the ambient air, soil, surface water, groundwater or real property.

“Released Party” has the meaning specified in Section 0.

“Reorganization” has the meaning specified in the recitals.

“Reorganization Closing” has the meaning specified in Section 1.1(c).

“Reorganization Effective Time” has the meaning specified in Section 1.1(d).

“Reorganization Written Objection” has the meaning specified in Section 1.2(b).

“Reorganization Authorization Notice” has the meaning specified in Section 1.2(b).

“Representatives” means the officers, directors, managers, employees, attorneys, accountants, advisors, representatives, consultants and agents of a Person.

“Restricted Person” means any Person identified on the U.S. Department of Commerce’s Denied Persons List, Unverified List or Entity List or the U.S. Department of State’s Debarred List.

“Sanctioned Jurisdiction” means any country or territory subject to comprehensive Sanctions (at the time of this Agreement, are the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine and Sevastopol).

“Sanctioned Person” means any Person that is (a) organized under the Laws of, or resident or located in, any Sanctioned Jurisdiction, (b) included on any list of Persons subject to Sanctions (including, but not limited to, the U.S. Department of Treasury’s Specially Designated Nationals and Blocked Persons List and the Sectoral Sanctions Identification List; or any similar list maintained or administered by the United Nations Security Council, HM Treasury of the United Kingdom, the European Union, any European Union member state, or any other Governmental Entity where the Company or any of its Subsidiaries operates), or (c) owned fifty percent (50%) or more, directly or indirectly, controlled by, or acting on behalf or at the direction of any Person or Persons described in clauses (a) or (b).

“Sanctions” means those trade, economic and financial sanctions Laws, embargoes, and restrictive measures administered, enacted or enforced from time to time by (a) the United States (including through the Department of the Treasury’s Office of Foreign Assets Control or the Department of State), (b) the European Union or any European Union member state, (c) the United Nations Security Council, (d) His Majesty’s Treasury of the United Kingdom, or (e) any other Governmental Entity where Parent or any of its Subsidiaries operates.

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

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shenzhen Squirrel” means Shenzhen Squirrel Enlivened Media Group Co., Ltd., a company established under the laws of the PRC and a Subsidiary of Squirrel HoldCo.

“Sponsor” has the meaning specified in the recitals.

“Squirrel Cayman” has the meaning specified in the preamble.

“Squirrel Cayman Board” means the board of directors of Squirrel Cayman.

“Squirrel Cayman Board Recommendation” has the meaning specified in the recitals.

“Squirrel Cayman Ordinary Shares” means the ordinary shares of Squirrel Cayman of a par value of US$0.0001 each.

“Squirrel Company(ies)” means, prior to the Reorganization Closing, Squirrel HoldCo and its Subsidiaries listed on Schedule 4.4(d) of the Squirrel Disclosure Letter, including Merger Sub; upon and following the Reorganization Closing, Parent and its Subsidiaries listed on Schedule 4.4(d) of the Squirrel Disclosure Letter, including Merger Sub.

“Squirrel Disclosure Letter” has the meaning specified in Article IV.

“Squirrel Employee Benefit Plan” means each “employee benefit plan” within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA) and all other stock purchase, stock option, restricted stock, severance, retention, employment, individual consulting, change-of-control, bonus, incentive, deferred compensation, employee loan, welfare, medical, health, disability, fringe benefit and other benefit plan, agreement, program or policy (i) that is sponsored, maintained, contributed to, or required to be contributed to, by a Squirrel Company for the benefit of any officer, employee, consultant or director of a Squirrel Company or (ii) with respect to which any Squirrel Company has any liability (including contingent liability through any ERISA Affiliate).

“Squirrel Financial Statements” has the meaning specified in Section 4.5(b).

“Squirrel HoldCo” has the meaning specified in the preamble.

“Squirrel HoldCo Board” means the board of directors of Squirrel HoldCo.

“Squirrel HoldCo Board Recommendation” has the meaning specified in the recitals.

“Squirrel HoldCo Dissenting Shareholders” has the meaning specified in Section 1.2(b).

“Squirrel HoldCo Dissenting Shares” has the meaning specified in Section 1.2(b).

“Squirrel HoldCo Excluded Shares” has the meaning specified in Section 1.2(c).

“Squirrel HoldCo Ordinary Shares” means the ordinary shares of Squirrel HoldCo of a par value of US$0.0001 each.

“Squirrel HoldCo’s Representatives” has the meaning specified in Section 5.2.

“Squirrel HoldCo Required Vote” has the meaning specified in Section 4.30.

“Squirrel HoldCo Shareholders” means a Person recorded as the holders of Squirrel HoldCo Ordinary Shares as of immediately prior to the Reorganization Effective Time.

“Squirrel HoldCo Shareholder Approval” means the requisite approval by Squirrel HoldCo Shareholders of this Agreement and the transactions contemplated hereby under Squirrel HoldCo’s Governing Documents and applicable Law.

“Squirrel Material Adverse Effect” means any change, effect, event, occurrence, state of facts, circumstance or development that, individually or in the aggregate, has had, or would be reasonably likely to have, a materially adverse effect on (a) the business, assets, properties or condition (financial or otherwise) of the Squirrel Companies, taken as a whole, or (b) the ability of the Squirrel Companies to consummate the transactions contemplated hereby; provided, however, that none of the following will be deemed, either alone or in combination, to constitute, and none of the following will be taken into account in determining whether there has been, or will be, a Squirrel Material Adverse Effect: any adverse change, effect, event, occurrence, state of facts, circumstance or development attributable to: (i) operating, business, regulatory or other conditions in the industry in which the Squirrel Companies operate; (ii) general economic conditions, including changes in the credit, debt or financial, capital markets, in each case anywhere in the world; (iii) conditions in the securities markets, capital markets, credit markets, currency markets or other financial markets in any country or region in the world and any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in any country or region in the world; (iv) any stoppage or shutdown of any Governmental Entity applicable to any Squirrel Company (including any default by any such Governmental Entity or delays in payments by any such Governmental Entity or delays or failures to act by any such Governmental Entity); (v) the announcement or pendency or consummation of the transactions contemplated by this Agreement (including the identity of Squirrel HoldCo or any of its Affiliates) or compliance with the terms of, taking any action permitted by, or refraining from taking any action prohibited by, this Agreement, including the impact thereof on relationships, contractual or otherwise, with, or actual or potential loss or impairment of, and any other negative development (or potential negative development) of any Squirrel Company with, any clients, customers, suppliers, distributors, partners, financing sources, directors, officers or other employees or consultants or on revenue, profitability and cash flows; (vi) changes in GAAP or other accounting requirements or principles or any changes in applicable Laws or the interpretation thereof or other legal or regulatory conditions; (vii) actions required to be taken under applicable Laws or contracts; (viii) the failure of any Squirrel Company to meet or achieve the results set forth in any budget, plan, projection or forecast (it being understood that the underlying causes of any such decline, change, decrease or failure may, if they are not otherwise excluded from the definition of Squirrel Material Adverse Effect, be taken into account in determining whether a Squirrel Material Adverse Effect has occurred); (ix) global, national or regional political, financial, economic or business conditions, including hostilities, acts of war, sabotage or terrorism or military actions or any escalation, worsening or diminution of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway; and (x) epidemics, pandemics or disease outbreaks (including any escalation or general worsening of any such epidemic, pandemic or disease outbreak, including the COVID-19 virus) and hurricanes, earthquakes, floods, tsunamis, tornadoes, mudslides, wild fires or other natural disasters and other force majeure events in the United States or any other country or region in the world; provided, however, that with respect to each of clauses (i) through (iv), (vi), (ix) and (x), any change, effect, event, occurrence, state of facts, circumstance or development referred to above shall be taken into account in determining whether a Squirrel Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such change, effect, event, occurrence, state of facts, circumstance or development has a disproportionate effect on the Squirrel Companies compared to other participants in the industries in which such Squirrel Companies primarily conduct their businesses.

“Sponsor Support Agreement” has the meaning specified in the recitals.

“Squirrel Valuation” means US$200,000,000.

“Subsidiary” means, with respect to any Person, any corporation of which a majority of the total voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or any partnership, limited liability company, association or other business entity of which a majority of the partnership, limited liability company or other similar ownership interest is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof. For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership, limited liability company, association or other business entity if such Person is allocated a majority of the gains or losses of such partnership, limited liability company, association or other business entity or is or controls the managing member or general partner or similar position of such partnership, limited liability company, association or other business entity.

“Surviving Company” has the meaning specified in Section 2.1(a).

“Tax” or “Taxes” means (i) any federal, state, local or foreign net income, gross income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, real property gains, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, including under Section 59A of the Code, customs, duties, real property, special assessment, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing and (ii) any liability for the payment of amounts determined by reference to amounts described in clause (i) as a result of being or having been a member of any group of corporations that files, will file, or has filed Tax Returns on a combined, consolidated or unitary basis, as a result of any obligation under any agreement or arrangement (including any Tax sharing arrangement), as a result of being a transferee or successor, or by contract (other than a contract the principal subject matter of which is not Taxes).

“Taxing Authority” means the Internal Revenue Service and any other Governmental Entity or any authority responsible for the collection, assessment or imposition of any Tax or the administration of any Law relating to any Tax.

“Tax Returns” means any return, report, information return or other document (including Schedules or any related or supporting information) filed or required to be filed with any Governmental Entity or other authority in connection with the determination, assessment or collection of any Tax or the administration of any Laws or administrative requirements relating to any Tax.

“Trade Secrets” means confidential and proprietary information, trade secrets and know-how, including confidential processes, schematics, databases, formulae, drawings, prototypes, models, designs, know-how, concepts, methods, devices, technology, research and development results and records, inventions, compositions, reports, data, mailing lists, business plans, and customer lists, in each case, to the extent protectable under applicable Law as a trade secret.

“Transaction Documents” means, collectively, this Agreement, the Plan of Reorganization, the Plan of Merger and all of the certificates, instruments, agreements and other documents required to be delivered by any of the Parties at the Reorganization Closing, the Merger Closing or otherwise necessary for the consummation of the transactions contemplated by this Agreement, and the expression “Transaction Document” means any one of them.

“Transaction Financing” means any equity or equity-link financing or issuance or secondary transfers of equity or equity-link securities of any Squirrel Companies or the Company in connection with the consummation of the Business Combination or conversion of outstanding transaction expenses or fees on terms mutually agreed by Squirrel HoldCo and the Company, in an amount sufficient, when taken together with any available cash of Squirrel HoldCo and the Company, to consummate the Business Combination and to pay the Outstanding Squirrel Company Expenses and Outstanding Company Expenses.

“Transfer Taxes” has the meaning specified in Section 7.8(a).

“Treasury Regulations” means the regulations issued by the U.S. Department of Treasury interpreting the Code, as amended.

“Updated Audited Financial Statements” has the meaning specified in Section 4.5(b).

“Updated Audited Statements Dates” has the meaning specified in Section 4.5(b).

“Working Capital Loans” means any loan that has been or to be made to Company by the Sponsor and/or its designee (which may include Squirrel Company) and evidenced by a promissory note, loan agreement or similar document, for the purpose of financing costs, expenses, extension related costs and deposits and other obligations incurred by Company for the transactions contemplated hereby and thereby.

“Written Objection” has the meaning specified in Section 2.2(e).

11.2 Other Definitional Provisions.

(a) Accounting Terms. Accounting terms that are not otherwise defined in this Agreement have the meanings given to them under GAAP. To the extent that the definition of an accounting term defined in this Agreement is inconsistent with the meaning of such term under GAAP, the definition set forth in this Agreement will control.

(b) Successor Laws. Any reference to any particular Code, Section or Law will be interpreted to include any revision of or successor to that Section regardless of how it is numbered or classified.

ARTICLE XII

MISCELLANEOUS

12.1 Press Releases and Public Announcements. No Party will issue any press release or make any similar public announcement relating to the subject matter of this Agreement without the prior written approval of the Company and Parent; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law (in which case the disclosing Party will use its commercially reasonable efforts to advise the other Parties in writing prior to making the disclosure).

12.2 Expenses. Except as otherwise expressly set forth in this Agreement, all fees and expenses incurred in connection with this Agreement and the Business Combination will be paid by the Party incurring such fees and expenses whether or not the Business Combination is consummated. If the Business Combination is consummated, such fees and expenses incurred in connection with this Agreement and the Business Combination will be paid from the capital of Parent upon the Merger Closing.

12.3 Survival. The representations, warranties and covenants of the Company and the Squirrel Companies contained in this Agreement shall terminate at the Merger Effective Time, and only the covenants that by their terms survive the Merger Effective Time shall so survive the Merger Effective Time.

12.4 Notices. Unless otherwise provided herein, all notices, requests, demands, claims, consents, approvals and other communications hereunder will be in writing. Any notice, request, demand, claim, consent, approval or other communication hereunder will be deemed duly given (a) when delivered personally to the recipient, (b) when signed for by the recipient if sent to the recipient by reputable international courier service (charges prepaid), and (c) on the date delivered in the place of delivery if sent by email or facsimile (with a written or electronic confirmation of delivery) prior to 5:00 p.m. local time at the recipient’s location, and otherwise on the next succeeding Business Day, in each case addressed to the intended recipient as set forth below:

Notices to Squirrel HoldCo, Squirrel Cayman (including as Parent upon and following the Reorganization Closing) or Merger Sub:

Squirrel Enlivened International Co., Ltd

Shenzhen Squirrel Enlivened Media Group Co. Ltd

Flat A, 34th Floor, Best Building

No. 2, Taining Road, Dongle Community Donghu Street, Luohu District

Attention: Wenbo Huang

Email: [email protected]

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

Sidley Austin LLP

39/F, Two Int’l Finance Centre

Central, Hong Kong

+852 2509 7693

Attn: David Kalani Lee

Email: [email protected]

Notices to the Company:

Horizon Space Acquisition I Corp.

1412 Broadway

21st Floor, Suite 21V

New York, NY 10018

Attn: Mingyu (Michael) Li , Chairman and Chief Executive Officer

Email: [email protected]

with a copy to (prior to the Merger Closing) (which will not constitute notice):

Robinson & Cole LLP

Chrysler East Building

666 Third Avenue, 20th floor

New York, NY 10017

Attention: Arila E. Zhou, Esq.

Email: [email protected]

Any Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

12.5 Succession and Assignment. This Agreement will inure to the benefit of, and be binding upon, the successors and assigns of the Parties. Neither this Agreement nor any of the rights, interests or obligations hereunder will be assignable by Squirrel HoldCo, Squirrel Cayman, Merger Sub or the Company; provided, however, that Squirrel HoldCo may (a) assign its rights, but not its obligations, under this Agreement to any Affiliate of Squirrel HoldCo or to any future purchaser of Squirrel HoldCo or the Surviving Company or its respective assets or (b) collaterally assign any or all of their rights and interests hereunder to one or more lenders of Squirrel HoldCo or the Surviving Company.

12.6 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

12.7 References. The table of contents and the section and other headings and subheadings contained in this Agreement and the exhibits hereto are solely for the purpose of reference, are not part of the agreement of the Parties, and will not in any way affect the meaning or interpretation of this Agreement or any Exhibit hereto. All references to days (excluding Business Days) or months will be deemed references to calendar days or months. All references to “$” will be deemed references to United States dollars. Unless the context otherwise requires, any reference to a “Section,” “Exhibit,” “Disclosure Letter” or “Schedule” will be deemed to refer to a section of this Agreement, an Exhibit to this Agreement or a Schedule to this Agreement, as applicable. The words “hereof,” “herein” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” or any variation thereof means “including, without limitation” and will not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Any reference to any federal, state, local or foreign statute or law will be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. All terms defined in this Agreement will have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.

12.8 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

12.9 Amendment and Waiver. Any provision of this Agreement or the Disclosure Letters hereto may be amended or waived only in a writing signed (a) in the case of any amendment, by the Company (or the Surviving Company following the Merger Closing), Squirrel HoldCo, Squirrel Cayman and Merger Sub and (b) in the case of a waiver, by the Party or Parties waiving rights hereunder. No waiver of any provision hereunder or any breach or default thereof will extend to or affect in any way any other provision or prior or subsequent breach or default.

12.10 Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties, and supersedes any prior understandings, agreements or representations by or among the Parties, written or oral, in each case, to the extent they relate to the subject matter hereof. The exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof as if set forth in full herein.

12.11 Third-Party Beneficiaries. Except as set forth in or contemplated by Article VIII, this Agreement is not intended to confer upon any other Person any rights or remedies hereunder.

12.12 WAIVER OF TRIAL BY JURY. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION WILL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

12.13 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which will constitute one agreement. Execution and delivery of this Agreement by exchange of electronically transmitted counterparts bearing the signature of a Party will be equally as effective as delivery of a manually executed counterpart of such Party.

12.14 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in the application of the substantive law of another jurisdiction.

12.15 Jurisdiction. Each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the federal courts of the State of New York sitting in New York, New York (or any appellate courts thereof), for the purposes of any Legal Proceeding (a) arising under this Agreement or the transactions contemplated hereby or (b) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or the transactions contemplated hereby or any of the transactions contemplated hereby or thereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such Legal Proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Legal Proceeding has been brought in an inconvenient forum. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Proceeding (i) arising under this Agreement or the transactions contemplated hereby or (ii) in any way connected with or related or incidental to the dealings of the parties in respect of this Agreement or the transactions contemplated hereby or any of the transactions contemplated hereby or thereby, (A) any claim that it is not personally subject to the jurisdiction of the courts as described in this Section 12.15 for any reason, (B) that it or its property is exempt or immune from the jurisdiction of any such court or from any Legal Proceeding commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) that (x) the Legal Proceeding in any such court is brought in an inconvenient forum, (y) the venue of such Legal Proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereto agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth in Section 12.4 shall be effective service of process for any such Legal Proceeding.

12.16 Remedies Cumulative. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with, and not exclusive of, any other remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy.

12.17 Specific Performance. Each Party agrees that irreparable damage would occur and that the Parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, in addition to any other remedies available under this Agreement, the Parties agree that, prior to the termination of this Agreement, each Party will be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent the other Party’s breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement (including the Company’s or Squirrel Companies’ obligation to consummate the transactions contemplated by this Agreement if required to do so hereunder). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement, and hereby waives (i) any defenses in any Legal Proceeding for an injunction, specific performance or other equitable relief, including the defense that the other Parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity and (ii) any requirement under Law to post a bond, undertaking or other security as a prerequisite to obtaining equitable relief.

12.18 No Recourse. Except in the case of fraud, all actions, claims, obligations, liabilities or causes of actions (whether in contract or in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to: (a) this Agreement, (b) the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), (c) any breach of this Agreement and (d) any failure of the Business Combination to be consummated, may be made only against (and, without prejudice to the rights of any express third party beneficiary to whom rights under this Agreement inure pursuant to Section 12.11), are those solely of the Persons that are expressly identified as parties to this Agreement and not against any Released Party. Except in the case of fraud, no other Person, including any director, officer, employee, incorporator, member, partner, manager, shareholder, stockholder, optionholder, Affiliate, agent, attorney or representative of, or any financial advisor or lender to, any party to this Agreement, or any director, officer, employee, incorporator, member, partner, manager, shareholder, stockholder, Affiliate, agent, attorney or Representative of, or any financial advisor or lender (each of the foregoing, a “Released Party”) to any of the foregoing shall have any liabilities (whether in contract or in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d) and each Party, on behalf of itself and its Affiliates, hereby irrevocably releases and forever discharges each of the Released Parties from any such liability or obligation.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Agreement and Plan of Merger on the day and year first above written.

[Signature Page to Business Combination Agreement]

EXHIBIT 10.1

Execution Version

SPONSOR SUPPORT AGREEMENT

THIS SPONSOR SUPPORT AGREEMENT, dated as of September 16, 2024 (the “Agreement”), by and among Horizon Space Acquisition I Corp., a Cayman Islands exempted company (the “Company”), Squirrel Enlivened Technology Co., Ltd., a Cayman Islands exempted company limited by shares (“Squirrel HoldCo”), Squirrel Enlivened International Co., Ltd., a Cayman Islands exempted company limited by shares (“Squirrel Cayman,” or, upon and following the Reorganization, “Parent”), Horizon Space Acquisition I Sponsor Corp., a Cayman Islands exempted company limited by shares (the “Sponsor”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Business Combination Agreement (as defined below), and this Agreement shall be interpreted, construed and applied in accordance with the rules of construction set forth in Section 12.8 of the Business Combination Agreement.

WITNESSETH:

WHEREAS, the Company, Squirrel HoldCo, Squirrel Cayman, and Squirrel Enlivened Overseas Co., Ltd., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Squirrel Cayman (“Merger Sub”) are concurrently herewith entering into a business combination agreement (as the same may be amended, restated or supplemented, the “Business Combination Agreement”) pursuant to which (i) Squirrel Cayman shall merge with and into Squirrel HoldCo (the “Reorganization”), in which Squirrel Cayman will be the surviving entity, and (ii) promptly after the Reorganization, Merger Sub shall merge with and into the Company, with the Company continuing as the surviving company (the “Merger,” collectively with the Reorganization and other transactions contemplated herein, the “Business Combination”), as a result of which, among others, (i) all of the issued and outstanding securities of Squirrel HoldCo immediately prior to the Reorganization Effective Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holders thereof to receive substantially equivalent securities of Parent, and (ii) all of the issued and outstanding securities of Company immediately prior to the Merger Effective Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holders thereof to receive substantially equivalent securities of Parent, in each case, upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of the Cayman Companies Act and other applicable Laws;

WHEREAS, pursuant to and as consideration for the Merger, the holders of Company Shares, Company Warrants, Company Rights and Company Units will receive Parent Ordinary Shares or Parent Warrants, as applicable, in accordance with the terms and conditions set forth in the Business Combination Agreement;

WHEREAS, the Sponsor is, as of the date of this Agreement, the sole legal owner of such number of Company Shares (collectively, the “Shares”) set forth opposite the Sponsor’s name on Schedule A hereto;

WHEREAS, the Sponsor and the Company and some other parties have entered into a letter agreement dated December 21, 2022 (the “Insider Letter Agreement”), pursuant to which the Sponsor has agreed to vote all Shares now or thereafter acquired by it in favor of a business combination of the Company; and

WHEREAS, as a condition to their willingness to enter into the Business Combination Agreement, the Company, Squirrel HoldCo and Squirrel Cayman have requested that the Sponsor enter into this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

GENERAL

1.1 Definitions. Capitalized terms used but not defined herein shall have the meanings set forth in the Business Combination Agreement.

ARTICLE II

AGREEMENT TO CONSENT AND VOTE

2.1 Agreement to Vote. Prior to the Termination Date (as defined in Article V below) and subject to Section 3.3, the Sponsor irrevocably and unconditionally agrees that it shall, at any meeting of the shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum and (ii) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Shares, (a) in favor of the approval and adoption of the Business Combination Agreement and the transactions contemplated thereby, (b) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Business Combination Agreement and considered and voted upon at any such meeting, (c) in favor of other proposal seeking the Company Shareholder Approval (or, if there are insufficient votes in favor of any of  the foregoing (a), (b) and (c), in favor of the adjournment of such meeting to a later date), (d) against the approval of any merger, scheme of arrangement, consolidation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, or any public offering of any shares of the Company, or, in case of a public offering only, a newly-formed holding company of the Company (other than in accordance with the Business Combination Agreement and the transactions contemplated thereby), against the approval of any purchase of all or substantially all of the assets of  or other business combination transaction (other than in accordance with the Business Combination Agreement and the transactions contemplated thereby), or against any proposal, action or agreement that would (1) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement, the Reorganization or the Merger, (2) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Business Combination Agreement, or (3) result in any of the conditions set forth in Article VIII of the Business Combination Agreement applicable to the Company not being fulfilled, and (f) except the potential amendment to extend the period that the Company is allowed to complete its business combination, against any amendment of the organizational documents of the Company or any change in Company’s capitalization, corporate structure or business other than as expressly contemplated by the Business Combination Agreement.

2.2 Redemption Rights. The Sponsor irrevocably and unconditionally agrees that it will not exercise any right to redeem all or a portion of its Shares (in connection with the transactions contemplated by this Agreement or the Business Combination Agreement or otherwise) as set forth in the organizational documents of the Company and the Insider Letter Agreement.

2.3 Transfer of Shares. Prior to the Termination Date, the Sponsor irrevocably agrees that, without the prior written approval of the Squirrel HoldCo, it shall not, directly or indirectly, (a) sell, offer to sell, contract to agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise assign, transfer (including by operation of law), allow the creation of a lien, pledge, distribute, dispose of or otherwise encumber any of the Shares, either voluntarily or involuntarily (collectively, “Transfer”), or otherwise agree or offer to do any of the foregoing, (b) take any action that would have the effect of preventing or disabling Sponsor from performing its obligations hereunder or (c) publicly announce any intention to effect any transaction specified in this Section 2.3; provided, that, Transfers by the Sponsor are permitted to an Affiliate or to a direct or indirect owner of equity or other interest in the Sponsor (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to Squirrel HoldCo, Squirrel Cayman and the Company, to assume all of the obligations of the Sponsor under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 2.3 shall not relieve the Sponsor of its obligations under this Agreement. Any Transfer in violation of this Section 2.3 with respect to the Shares shall be null and void. For the avoidance of doubt, this Section 2.3 shall not be construed to prohibit or limit the Sponsor’s authority to admit any new member and to sell or dispose such equity or other interest in the Sponsor to such new member prior to the Termination Date, to the extent that such admission of new member or sale or disposal of the equity or other interest in the Sponsor would not result in violation of this Section 2.3.

ARTICLE III

ADDITIONAL AGREEMENTS

3.1 Waiver of Appraisal Rights; Litigation. To the full extent permitted by Law, the Sponsor hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights of appraisal (including under Section 238 of the Cayman Islands Companies Act (2021 Revision)), any dissenters’ rights and any similar rights relating to the Merger that the Sponsor may directly or indirectly have by virtue of the ownership of any Shares. The Sponsor further agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company, or Squirrel HoldCo, Squirrel Cayman or the Merger Sub, or any of their respective affiliates and each of their successors or directors relating to the negotiation, execution or delivery of this Agreement or the Business Combination Agreement or the consummation of the transactions contemplated hereby or thereby, including any claim (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (b) alleging a breach of any fiduciary duty of the board of directors of the Company in connection with this Agreement, the Business Combination Agreement or the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim or rights whatsoever with respect to any of the foregoing; provided that the foregoing shall not apply to any claim based on fraud or any breach committed prior to the termination of the Business Combination Agreement.

3.2 Lock-up Agreement. The Sponsor has agreed to enter into the Lock-up Agreement with the Parent  immediately prior to the Merger Effective Time.

3.3 Additional Shareholder Consent Required. The Sponsor hereby acknowledges that it has read the Business Combination Agreement and this Agreement. If the Business Combination Agreement is amended prior to the Closing in a manner that both (i) requires the consent of the Sponsor under applicable Law or the Company’s Governing Documents and (ii) materially and adversely affects the Sponsor, then, notwithstanding anything to the contrary in this Agreement, the Sponsor may withhold its consent or approval to such amendment or any transaction matters in its sole and absolute discretion.

3.4 Fiduciary Duties. The Sponsor is entering into this Agreement solely in its capacity as the record or beneficial owner of the Shares. The taking of any actions (or failures to act) by the Sponsor’s designees serving as a director of the Company shall not be deemed to constitute a breach of this Agreement.

3.5 No Modification to Existing Contracts. The Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in the Insider Letter Agreement.

3.6 Further Assurances. The Sponsor shall take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws) to consummate the transactions contemplated by this Agreement, on the terms and subject to the conditions set forth herein.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties. The Sponsor hereby represents and warrants to the Company, Squirrel HoldCo, and Squirrel Cayman as follows:

(a) Ownership. The Sponsor has, with respect to the Shares, and at all times during the term of this Agreement will continue to have, beneficial ownership of, good and valid title to and full and exclusive power to deliver written consents, vote, issue instructions with respect to the matters set forth in Article II, agree to all of the matters set forth in this Agreement and to Transfer the Shares. The Shares constitute all of the Company Shares owned of record or beneficially by the Sponsor as of the date hereof. Other than set forth in Schedule 4.1(a), there are no agreements or arrangements of any kind, contingent or otherwise, to which the Sponsor is a party presently obligating the Sponsor to Transfer or cause to be Transferred to any person any of the Shares, and no person presently has any contractual or other right or obligation to purchase or otherwise acquire any of the Shares. 

(b) Organization; Authority. The Sponsor is (i) duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and (ii) has all requisite limited liability company power and authority, as applicable, to own, lease and operate its properties and to carry on its business as now being conducted. The Sponsor is not in violation of any of the provisions of the Sponsor’s certificate of limited partnership, partnership agreement or comparable organizational documents, as applicable. The Sponsor has full power and authority and is duly authorized to make, enter into and carry out the terms of this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by the Sponsor and (assuming due authorization, execution and delivery by the Company, Squirrel HoldCo and Squirrel Cayman) constitutes a valid and binding agreement of the Sponsor, enforceable against the Sponsor in accordance with its terms, and no other action is necessary to authorize the execution and delivery by the Sponsor or the performance of the Sponsor’s obligations hereunder.

(c) No Violation. The execution, delivery and performance by the Sponsor of this Agreement will not (i) violate any provision of any statutory law; (ii) violate any order, judgment or decree applicable to the Sponsor or any of its affiliates; or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which the Sponsor or any of its affiliates is a party or any term or condition of its certificate of limited partnership, partnership agreement or comparable organizational documents, as applicable, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on the Sponsor’s ability to satisfy its obligations hereunder.

(d) Consents and Approvals. The execution and delivery by the Sponsor of this Agreement does not, and the performance of the Sponsor’s obligations hereunder will not, require the Sponsor or any of its affiliates to obtain any consent, waiver, approval, authorization or permit of, or to make any filing with or notification to, any person or governmental Authority, except such filings and authorizations as may be required under the Exchange Act and under the Sponsor’s organizational documents. 

ARTICLE V

MISCELLANEOUS

5.1 Disclosure. The Sponsor hereby authorizes Squirrel HoldCo, Squirrel Cayman and the Company to publish and disclose in any announcement or disclosure required by the SEC and in the Registration Statement the Sponsor’s identity and ownership of the Shares and the nature of the Sponsor’s obligations under this Agreement.

5.2 Termination. This Agreement shall terminate at the earlier of (a) the date the Business Combination Agreement is terminated in accordance with its terms and (b) the date on which the Merger is consummated (the “Termination Date”).

5.3 Amendment. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each of the parties in interest at the time of the amendment.

5.4 Extension; Waiver. At any time prior to the Merger Effective Time, the parties hereto may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other party hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

5.5 Expenses. All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.

5.6 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile or email, upon confirmation of receipt, (b) on the first (1st) business day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth (5th) business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

if to the Sponsor, to:

Horizon Space Acquisition I Sponsor Corp.

1412 Broadway

21st Floor, Suite 21V

New York, NY 10018

Attn: Mingyu Li

Email: [email protected]

and

if to the Company,

Horizon Space Acquisition I Corp.1412 Broadway

21st Floor, Suite 21V

New York, NY 10018

Attn: Mingyu Li

Email: [email protected]

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

Robinson & Cole LLP

666 Third Avenue, 20th Floor

New York, New York 10017

Attn: Arila E. Zhou, Esq.

Email: [email protected]

if to Squirrel HoldCo or Squirrel Cayman,

Squirrel Enlivened International Co., Ltd.

Shenzhen Squirrel Enlivened Media Group Co. Ltd

Flat A, 34th Floor, Best Building

No. 2, Taining Road, Dongle Community Donghu Street, Luohu District

Attention: Wenbo Huang

Email: [email protected]

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

Sidley Austin LLP

39/F, Two Int’l Finance Centre

Central, Hong Kong

+852 2509 7693

Attn: David Kalani Lee

Email: [email protected]

5.7 Interpretation. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. When a reference is made in this Agreement to Articles or Sections, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” References to “the date hereof” shall mean the date of this Agreement. As used in this Agreement, the “knowledge” means the actual knowledge of such entity or any officer of such entity, if applicable, after due inquiry. As used herein, (a) “business day” means any day other than a Saturday, a Sunday or a day on which banks in New York, New York, the Cayman Islands, or the People’s Republic of China are authorized by Law or executive order to be closed, (b) the term “person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, governmental Authority or other entity of any kind or nature, and (c) an “affiliate” of a specified person is any other person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified person; provided, however, that solely for purposes of this Agreement, notwithstanding anything to the contrary set forth herein, neither the Company nor any of its Subsidiaries shall be deemed to be a Subsidiary or affiliate of the Sponsor; provided, further, that, for the avoidance of doubt, any general partner of the Sponsor shall be deemed an affiliate the Sponsor; and provided, further, that an affiliate of the Sponsor shall include any investment fund, vehicle or holding company of which an affiliate serves as the general partner, managing member or discretionary manager or advisor; and provided, further, that, notwithstanding the foregoing, an affiliate of the Sponsor shall not include any portfolio company or other investment of the Sponsor or any affiliate of the Sponsor.

5.8 Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile or other electronic means), all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

5.9 Entire Agreement. This Agreement (including the documents and the instruments referred to herein) constitutes the entire agreement among the parties and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

5.10 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10.

5.11 Governing Law; Jurisdiction.

(a) This Agreement shall be governed and construed in accordance with the laws of the State of New York, without giving effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

(b) Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the federal courts of the State of New York sitting in New York, New York (or any appellate courts thereof), for the purposes of any Legal Proceeding (a) arising under this Agreement or the transactions contemplated hereby or (b) in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or the transactions contemplated hereby or any of the transactions contemplated hereby or thereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such Legal Proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Legal Proceeding has been brought in an inconvenient forum. Each party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Proceeding (i) arising under this Agreement or the transactions contemplated hereby or (ii) in any way connected with or related or incidental to the dealings of the parties in respect of this Agreement or the transactions contemplated hereby or any of the transactions contemplated hereby or thereby, (A) any claim that it is not personally subject to the jurisdiction of the courts as described in this Section 5.11 for any reason, (B) that it or its property is exempt or immune from the jurisdiction of any such court or from any Legal Proceeding commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) that (x) the Legal Proceeding in any such court is brought in an inconvenient forum, (y) the venue of such Legal Proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereto agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth in Section 5.6 shall be effective service of process for any such Legal Proceeding.

5.12 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

5.13 Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly, the parties shall be entitled to specific performance of the terms of this Agreement, including an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, 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 specific performance that a remedy at law would be adequate and (b) any requirement under any law to post security or a bond as a prerequisite to obtaining equitable relief.

5.14 Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction such that the invalid, illegal or unenforceable provision or portion thereof shall be interpreted to be only so broad as is enforceable.

5.15 Delivery by Facsimile or Electronic Transmission. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments or waivers hereto or thereto, to the extent signed and delivered by means of a facsimile machine or by e-mail delivery of a “.pdf” format data file, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation of a contract and each party hereto forever waives any such defense.

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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed or caused this Agreement to be executed in counterparts, all as of the day and year first above written.

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EXHIBIT 10.2

Execution Version

SHAREHOLDER SUPPORT AGREEMENT

This SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENT is made as of September 16, 2024 (this “Agreement”) by and among Horizon Space Acquisition I Corp., a Cayman Islands exempted company limited by shares (the “SPAC”), Squirrel Enlivened Technology Co., Ltd., a Cayman Islands exempted company limited by shares (“Squirrel HoldCo”), Squirrel Enlivened International Co., Ltd., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Squirrel HoldCo (“Squirrel Cayman” or, upon and following the Reorganization, “Parent”) and Squirrel Enlivened Holdings Co., Ltd, a British Virgin Islands business company (“Shareholder”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, Squirrel Cayman is a newly incorporated, wholly-owned, direct subsidiary of Squirrel HoldCo organized for the sole purpose of the merger with Squirrel HoldCo (the “Reorganization”).

WHEREAS, the SPAC, Squirrel HoldCo, PubCo, and Squirrel Enlivened Overseas Co., Ltd., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Squirrel Cayman (the “Merger Sub”) are concurrently herewith entering into a business combination agreement (as the same may be amended, restated or supplemented, the “Business Combination Agreement”) pursuant to which, promptly after the Reorganization, Merger Sub shall merge with and into SPAC, with SPAC continuing as the surviving company (the “Merger”, collectively with the Reorganization and other transactions contemplated herein, the “Business Combination”);

WHEREAS, the Squirrel HoldCo Board has unanimously (i) determined that it is advisable for Squirrel HoldCo to enter into the Business Combination Agreement and the other Transaction Documents to which it is or will be a party, (ii) approved the execution and delivery of the Business Combination Agreement and the other Transaction Documents to which it is or will be a party and the transactions contemplated thereby, including the Reorganization, and (iii) recommended the adoption and approval of the Business Combination Agreement and the other Transaction Documents to which it is or will be a party and the Reorganization by Squirrel HoldCo Shareholders;

WHEREAS, the special committee of the board of directors of the SPAC and the board of directors of the SPAC has unanimously and respectively (i) determined that it is advisable for the SPAC to enter into the Business Combination Agreement and the other Transaction Documents to which it is or will be a party, (ii) approved the execution and delivery of the Business Combination Agreement and the other Transaction Documents to which it is or will be a party and the transactions contemplated hereby and thereby, including the Merger, and (iii) recommended the adoption and approval of the Business Combination Agreement and the other Transaction Documents to which it is or will be a party and the Merger by the shareholders of the SPAC;

Execution Version

WHEREAS, as of the date of this Agreement, Shareholder is a shareholder of Squirrel HoldCo, holding such number of Squirrel HoldCo Ordinary Shares set forth opposite the Shareholder’s name on Schedule A hereto and pursuant to the Business Combination Agreement, each Squirrel HoldCo Ordinary Share (other than the Squirrel HoldCo Dissenting Shares and Squirrel HoldCo Excluded Shares) issued and outstanding immediately prior to the Reorganization Effective Time (with certain exceptions as described in the Business Combination Agreement) shall be cancelled and automatically converted into the right to receive, without interest, such number of the newly issued shares of Parent Ordinary Shares that is equal to the Exchange Ratio, following which all such Squirrel HoldCo Ordinary Share shall cease to be issued and outstanding and shall automatically be canceled and shall cease to exist (such number of Squirrel HoldCo Ordinary Shares before the Reorganization Effective Time and such number the newly issued shares of Parent Ordinary Shares that Shareholder will receive in connection with the Reorganization are collectively referred to herein as the “Subject Shares” (including all such share dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged into));

WHEREAS, as a condition to their willingness to enter into the Business Combination Agreement, the SPAC, Squirrel HoldCo and Squirrel Cayman have requested that Shareholder enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER. Shareholder hereby represents and warrants to the SPAC, Squirrel HoldCo and Squirrel Cayman as of the date of this Agreement as follows:

1.1 Organization. Shareholder has been duly incorporated, organized or formed and is validly existing as a corporation in good standing (or equivalent status, to the extent that such concept exists) under the Laws of British Virgin Islands, and has the requisite corporate power and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted. It is duly licensed or qualified and in good standing as a foreign corporation in all jurisdictions in which the character of the property owned, leased or operated by it or the nature of the business conducted by it is such as to require it to be so licensed or qualified or in good standing (or equivalent status, to the extent that such concept exists) except where the failure to be so licensed or qualified or in good standing would not prevent, impede or, in any material respect, interfere with, delay or adversely affect its ability to perform its obligations under this Agreement and the documents contemplated hereby and consummate the transactions contemplated hereby and thereby.

1.2 Due Authorization. Shareholder has all requisite corporate power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, and (b) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved. No other company proceeding on the part of Shareholder is necessary to authorize the execution and delivery of this Agreement and the documents contemplated hereby or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Shareholder, and assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Execution Version

1.3 Governmental Approvals. No consent of or with any Governmental Authority on the part of Shareholder is required to be obtained or made in connection with the execution, delivery or performance by Shareholder of this Agreement and the documents contemplated hereby or the consummation by Shareholder of the transactions contemplated hereby and thereby, other than (a) applicable requirements on securities Laws of any relevant jurisdiction, and the rules and regulations thereunder and (b) where the failure to obtain or make such consents or to make such filings or notifications would not prevent, impede or, in any material respect, interfere with, delay or adversely affect the performance by Shareholder of its obligations under this Agreement and the documents contemplated hereby.

1.4 No Conflict. The execution and delivery of this Agreement by Shareholder and the other documents contemplated hereby by Shareholder, the consummation of the transactions contemplated hereby and thereby and compliance with any of the provisions hereof and thereof by Shareholder do not and will not:

(a) violate or conflict with any provision of, or result in the breach of or default under the Governing Documents of Shareholder;

(b) violate or conflict with any provision of, or result in the breach of, or default under, or require any consent, waiver, exemption or approval under, any applicable Law or governmental order applicable to Shareholder or any of its properties or assets;

(c) (i) violate or conflict with any provision of, or result in the breach of, (ii) result in the loss of any right or benefit under, (iii) give rise to any obligation to obtain any third party consent from any Person, (iv) accelerate the performance required by Shareholder under, (v) constitute (with or without due notice or lapse of time or both) a default, (vi) result in the termination, withdrawal, suspension, cancellation or modification of, (vi) result in a right of termination or acceleration under, (vii) give rise to any obligation to make payments or provide compensation under, or (viii) give any Person the right to declare a default, exercise any remedy, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Contract to which Shareholder is a party or by which Shareholder may be bound; or

(d) result in the creation of any Lien upon any of the properties or assets of Shareholder;

except, in the case of clauses (b) through (d), to the extent that the occurrence of the foregoing would not prevent, impede or, in any material respect, interfere with, delay or adversely affect the ability of Shareholder to perform its obligations under this Agreement and the documents contemplated hereby and consummate the transactions contemplated hereby and thereby.

Execution Version

1.5 Subject Shares. Shareholder is and will be as of the Merger Closing the sole legal owner of the Subject Shares (with respect to the Squirrel HoldCo Ordinary Shares before the Reorganization and with respect to the Parent Ordinary Shares after the Reorganization), and all such Subject Shares are owned by Shareholder free and clear of all Liens or encumbrances, other than Liens or encumbrances pursuant to the Governing Documents of Shareholder, the Business Combination Agreement, this Agreement or any other Transaction Document or applicable securities laws. Shareholder does not own legally or beneficially any shares or warrants of Squirrel HoldCo or Squirrel Cayman, other than the Subject Shares. Shareholder has the sole right to vote the Subject Shares, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by this Agreement, the other Transaction Documents or the Governing Documents of Squirrel HoldCo or Parent.

1.6 Business Combination Agreement. Shareholder understands and acknowledges that the SPAC, Squirrel HoldCo and Squirrel Cayman are entering into the Business Combination Agreement in reliance upon Shareholder’s execution and delivery of this Agreement, Shareholder has received a copy of the Business Combination Agreement, is familiar with the provisions of the Business Combination Agreement and has consented to (and hereby consents to) Squirrel Cayman’s and Squirrel HoldCo’s entry into the Business Combination Agreement.

2. REPRESENTATIONS AND WARRANTIES OF SPAC. SPAC hereby represents and warrants to Shareholder, Squirrel HoldCo and Squirrel Cayman as of the date of this Agreement as follows:

2.1 Organization. The SPAC has been duly incorporated, organized or formed and is validly existing as an exempted company in good standing under the Laws of the Cayman Islands, and has the requisite corporate power and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted. It is duly licensed or qualified and in good standing as a foreign company in all jurisdictions in which the character of the property owned, leased or operated by it or the nature of the business conducted by it is such as to require it to be so licensed or qualified or in good standing (or equivalent status, to the extent that such concept exists) except where the failure to be so licensed or qualified or in good standing would not prevent, impede or, in any material respect, interfere with, delay or adversely affect its ability to perform its obligations under this Agreement and the documents contemplated hereby and consummate the transactions contemplated hereby and thereby.

2.2 Due Authorization. The SPAC has all requisite corporate power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, and (b) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved. No other company proceeding on its part is necessary to authorize the execution and delivery of this Agreement and the documents contemplated hereby or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by it, and assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Execution Version

2.3 No Conflict. The execution and delivery of this Agreement by the SPAC and the other documents contemplated hereby by it, the consummation of the transactions contemplated hereby and thereby and compliance with any of the provisions hereof and thereof by it do not and will not:

(a) violate or conflict with any provision of, or result in the breach of or default under its Governing Documents,

(b) violate or conflict with any provision of, or result in the breach of, or default under any applicable Law or governmental order applicable to it or any of its properties or assets,

(c) (i) violate or conflict with any provision of, or result in the breach of, (ii) result in the loss of any right or benefit under, (iii) give rise to any obligation to obtain any third party consent from any Person, (iv) accelerate the performance required by it under, (v) constitute (with or without due notice or lapse of time or both) a default, (vi) result in the termination, withdrawal, suspension, cancellation or modification of, (vii) result in a right of termination or acceleration under, (viii) give rise to any obligation to make payments or provide compensation under, or (ix) give any Person the right to declare a default, exercise any remedy, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Contract to which it is a party or by which it may be bound, or

(d) result in the creation of any Lien upon any of its properties or assets,

except, in the case of clauses (b) through (d), to the extent that the occurrence of the foregoing would not prevent, impede or, in any material respect, interfere with, delay or adversely affect its ability to perform it obligations under this Agreement and the documents contemplated hereby and consummate the transactions contemplated hereby and thereby.

3. REPRESENTATIONS AND WARRANTIES OF SQUIRREL HOLDCO AND SQUIRREL CAYMAN. Each of Squirrel HoldCo and Squirrel Cayman hereby represents and warrants to Shareholder and SPAC as of the date of this Agreement as follows:

3.1 Organization. Each of Squirrel HoldCo and Squirrel Cayman has been duly incorporated, organized or formed and is validly existing as an exempted company in good standing under the Laws of the Cayman Islands, and has the requisite corporate power and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted. Each of Squirrel HoldCo and Squirrel Cayman is duly licensed or qualified and in good standing as a foreign company in all jurisdictions in which the character of the property owned, leased or operated by it or the nature of the business conducted by it is such as to require it to be so licensed or qualified or in good standing (or equivalent status, to the extent that such concept exists) except where the failure to be so licensed or qualified or in good standing would not prevent, impede or, in any material respect, interfere with, delay or adversely affect its ability to perform its obligations under this Agreement and the documents contemplated hereby and consummate the transactions contemplated hereby and thereby.

Execution Version

3.2 Due Authorization. Each of Squirrel HoldCo and Squirrel Cayman has all requisite corporate power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, and (b) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved. No other company proceeding on the part of each of Squirrel HoldCo and Squirrel Cayman is necessary to authorize the execution and delivery of this Agreement and the documents contemplated hereby or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by each of Squirrel HoldCo and Squirrel Cayman, and assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

3.3 No Conflict. The execution and delivery of this Agreement by each of Squirrel HoldCo and Squirrel Cayman and the other documents contemplated hereby by it, the consummation of the transactions contemplated hereby and thereby and compliance with any of the provisions hereof and thereof by it do not and will not:

(a) violate or conflict with any provision of, or result in the breach of or default under its Governing Documents,

(b) violate or conflict with any provision of, or result in the breach of, or default under any applicable Law or governmental order applicable to it or any of its properties or assets,

(c) (i) violate or conflict with any provision of, or result in the breach of, (ii) result in the loss of any right or benefit under, (iii) give rise to any obligation to obtain any third party consent from any Person, (iv) accelerate the performance required by it under, (v) constitute (with or without due notice or lapse of time or both) a default, (vi) result in the termination, withdrawal, suspension, cancellation or modification of, (vii) result in a right of termination or acceleration under, (viii) give rise to any obligation to make payments or provide compensation under, or (ix) give any Person the right to declare a default, exercise any remedy, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any contract to which it is a party or by which it may be bound, or

(d) result in the creation of any Lien upon any of its properties or assets,

except, in the case of clauses (b) through (d), to the extent that the occurrence of the foregoing would not prevent, impede or, in any material respect, interfere with, delay or adversely affect its ability to perform it obligations under this Agreement and the documents contemplated hereby and consummate the transactions contemplated hereby and thereby.

Execution Version

4. NO TRANSFER. From the date hereof and until the Merger Closing, Shareholder shall not, without the written consent of the SPAC and the other parties hereto, directly or indirectly (other than (x) pursuant to this Agreement or(y) to an Affiliate of Shareholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the other parties hereto, agreeing to be bound by this Agreement to the same extent as Shareholder was with respect to such transferred Subject Shares)), (i) (a) sell, assign, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer or dispose of, or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Subject Shares, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Subject Shares, whether any such transaction is to be settled by delivery of such Subject Shares, in cash or otherwise, or (c) make public announcement of any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than pursuant to the Reorganization and the transactions contemplated under the Business Combination Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares) or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement, the Business Combination Agreement, other Transaction Documents or the voting and other arrangements under the Governing Documents of Squirrel HoldCo or Squirrel Cayman, (iii) take any action that would reasonably be expected to make any representation or warranty of Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Shareholder from performing its obligations hereunder, or (iv) commit or agree to take any of the foregoing actions or take any other action or enter into any contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void, Shareholder agrees with, and covenants to, the SPAC, Squirrel HoldCo and Squirrel Cayman that Shareholder shall not request that Squirrel HoldCo or Squirrel Cayman register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

5. FURTHER ASSURANCES. Shareholder shall, from time to time, (i) execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as the SPAC, Squirrel HoldCo and Squirrel Cayman (including Parent upon and following the Reorganization Closing) may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement, the Business Combination Agreement and the other Transaction Documents, (ii) refrain from exercising any veto right, consent right or similar right under Squirrel HoldCo’s Governing Documents, Squirrel Cayman’s (including Parent upon and following the Reorganization Closing) Governing Documents or the Cayman Companies Law, which would prevent, impede or, in any material respect, interfere, delay or adversely affect the consummation of the Reorganization or any other transaction contemplated under the Business Combination Agreement, and (iii) cause the Squirrel Companies not to consummate any equity financing prior to the Business Combination, other than the Transaction Financings.

Execution Version

6. SUPPORT FOR BUSINESS COMBINATION. Shareholder hereby covenants and irrevocably undertakes to the SPAC, Squirrel HoldCo and Squirrel Cayman during the term of this Agreement as follows:

6.1 Agreement to Vote in Favor of the Business Combination. At any meeting of the Squirrel HoldCo Shareholders called to seek the Squirrel HoldCo Shareholder Approval prior to the Reorganization Closing, or at any meeting of the shareholders of Parent (the “Parent Shareholders”) called to seek the requisite approval with respect to any other Transaction Document, Merger or any other transaction contemplated under the Business Combination Agreement is sought or required (the “Parent Shareholder Approval”) upon and following the Reorganization Closing, or at any adjournment or postponement thereof, or in connection with any written consent of the Squirrel HoldCo Shareholders or the Parent Shareholders, as applicable, or in any other circumstances upon which a vote, consent, waiver or other approval with respect to the Business Combination Agreement, any other Transaction Document, the Reorganization, the Merger or any other transaction contemplated under the Business Combination Agreement is sought or required, Shareholder shall:

(a) if a meeting is held, appear at such meeting (in person or, where proxies are permitted, by proxy) or otherwise cause the Subject Shares to be counted as present at such meeting for purposes of establishing a quorum;

(b) vote or cause to be voted (including by class vote and/or written consent, if applicable) the Subject Shares in favor of granting the Squirrel HoldCo Shareholder Approval and the Parent Shareholder Approval, or, if there are insufficient votes in favor of granting the Squirrel HoldCo Shareholder Approval and the Parent Shareholder Approval, in favor of the adjournment or postponement of such meeting of the Squirrel HoldCo Shareholders or the Parent Shareholders to a later date; and

(c) in other circumstances in which a vote, consent or approval is required or sought under the Governing Documents of Squirrel HoldCo or Parent or any contract of Squirrel HoldCo or Parent or otherwise, as applicable, in respect of any transaction transactions contemplated hereby and thereby, Shareholder shall vote the Subject Shares, or grant a consent or approve in respect of the Subject Shares.

6.2 Agreement to Vote Against Other Matters. At any meeting of Squirrel HoldCo Shareholders and Parent Shareholders, or at any adjournment or postponement thereof, or in connection with any written consent of the Squirrel HoldCo Shareholders or the Parent Shareholders, as applicable, or in any other circumstances upon which Shareholder’s vote, consent or other approval is sought, Shareholder shall vote (or cause to be voted) the Subject Shares (including by withholding class vote and/or written consent, if applicable) against:

Execution Version

(a) any agreement and plan of merger, merger agreement or amalgamation, merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the SPAC or any public offering of any shares of SPAC or, in case of a public offering only, a newly-formed holding company of SPAC (in each case, other than in connection with the Business Combination Agreement, the Reorganization, the Merger and the other transactions contemplated hereby and thereby);

(b) any other business combination, in one transaction or a series of transactions, involving entities other than the SPAC (other than in connection with the Business Combination Agreement, the Reorganization, the Merger and the other transactions contemplated hereby and thereby); and

(c) other than in connection with the Business Combination Agreement, the Reorganization, the Merger and the other transactions contemplated hereby and thereby, any amendment of the Governing Documents of Squirrel HoldCo or Parent or contracts, or other proposal or transaction involving Squirrel HoldCo or Parent, which amendment or other proposal or transaction would prevent, impede or, in any material respect, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by Squirrel HoldCo or Parent of, prevent or nullify any provision of the Business Combination Agreement, the Reorganization, the Merger and the other transactions contemplated hereby and thereby or change in any manner the voting rights of any class of the share capital of Squirrel HoldCo or Parent, as applicable.

7. GENERAL PROVISIONS

7.1 Termination. This Agreement shall be effective as of the date hereof and shall immediately terminate upon the earlier of (x) the termination of the Business Combination Agreement pursuant to its terms and (y) the expiration date of the Lock-up Period; provided that, in the event that the Business Combination Agreement is not terminated pursuant to its terms prior to the Merger Closing, Section 1, Section 2, Section 3, Section 4 and Section 5 shall terminate automatically upon the Merger Closing. The termination of this Agreement shall not relieve any party from any liability arising in respect of any willful and material breach of this Agreement prior to such termination. Upon the termination of this Agreement (or any portion thereof), this Section 7 shall survive indefinitely.

7.2 Notice. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered to, with respect to Shareholder, the address set forth on its signature page hereto, and with respect to the SPAC, Squirrel Cayman and Squirrel HoldCo in accordance with Section 12.4 (Notices) of the Business Combination Agreement (or to such other address as any party may have furnished to the others in writing in accordance herewith).

7.3 Headings Counterparts. The headings in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Execution Version

7.4 Assignment. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties and any such transfer without the prior written consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

7.5 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The parties hereto further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties hereto.

7.6 Amendment. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by each party hereto in the same manner as this Agreement and which makes reference to this Agreement.

7.7 Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto relating to the subject matter hereof and the transactions contemplated hereby and supersedes any other agreements, whether written or oral, that may have been made or entered into by or between any of the parties hereto relating to the subject matter hereof or the transactions contemplated hereby.

7.8 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in the application of the substantive law of another jurisdiction.

7.9 Jurisdiction. Each of the parties irrevocably and unconditionally submits to the exclusive jurisdiction of the federal courts of the State of New York sitting in New York, New York (or any appellate courts thereof), for the purposes of any Legal Proceeding (a) arising under this Agreement or the transactions contemplated hereby or (b) in any way connected with or related or incidental to the dealings of the parties in respect of this Agreement or the transactions contemplated hereby or any of the transactions contemplated hereby or thereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such Legal Proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Legal Proceeding has been brought in an inconvenient forum. Each party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Proceeding (i) arising under this Agreement or the transactions contemplated hereby or (ii) in any way connected with or related or incidental to the dealings of the parties in respect of this Agreement or the transactions contemplated hereby or any of the transactions contemplated hereby or thereby, (A) any claim that it is not personally subject to the jurisdiction of the courts as described in this Section 7.9 for any reason, (B) that it or its property is exempt or immune from the jurisdiction of any such court or from any Legal Proceeding commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) that (x) the Legal Proceeding in any such court is brought in an inconvenient forum, (y) the venue of such Legal Proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereto agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth in Section 7.2 shall be effective service of process for any such Legal Proceeding.

Execution Version

7.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION, DISPUTE, CLAIM, LEGAL ACTION OR OTHER LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

7.11 Enforcement. The parties hereto agree that irreparable damage could occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to specific enforcement of the terms and provisions of this Agreement, in addition to any other remedy to which any party is entitled at Law or in equity. In the event that any Action shall be brought in equity to enforce the provisions of this Agreement, no party hereto shall allege, and each party hereto hereby waives the defense, that there is an adequate remedy at Law, and each party hereto agrees to waive any requirement for the securing or posting of any bond in connection therewith.

[Signature pages follow]

Execution Version

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

SPAC

[Signature Page to Squirrel Shareholder Support Agreement]

Execution Version

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

Squirrel HoldCo

[Signature Page to Squirrel Shareholder Support Agreement]

Execution Version

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

Squirrel Cayman

[Signature Page to Squirrel Shareholder Support Agreement]

Execution Version

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

Shareholder

Notice Address:

Squirrel Enlivened Holdings Co., Ltd

[__]

Attention: [__]

Email: [__]

[Signature Page to Squirrel Shareholder Support Agreement]

EXHIBIT 10.3

Final Form

LOCK-UP AGREEMENT

This LOCK-UP AGREEMENT is made as of [______] (this “Agreement”) by and between Squirrel Enlivened International Co., Ltd., a Cayman Islands exempted company limited by shares (“Squirrel Cayman” or, upon and following the Reorganization, “Parent” , or “PubCo”) and each of the undersigned (each, a “Shareholder”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, Squirrel Enlivened Technology Co., Ltd. (“Squirrel HoldCo”) is a Cayman Islands exempted company limited by shares;

WHEREAS, Horizon Space Acquisition I Corp. (the “SPAC”) is a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities;

WHEREAS, Squirrel Cayman is a newly incorporated, wholly-owned, direct subsidiary of Squirrel Enlivened Technology Co., Ltd., a Cayman Islands exempted company limited by shares (“Squirrel HoldCo”),  organized for the sole purpose of the merger with Squirrel HoldCo (the “Reorganization”).

WHEREAS, the SPAC, Squirrel HoldCo, PubCo, and Squirrel Enlivened Overseas Co., Ltd., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Squirrel Cayman (the “Merger Sub”) have entered into a business combination agreement dated September 16, 2024 (as the same may be amended, restated or supplemented, the “Business Combination Agreement”) pursuant to which, promptly after the Reorganization, Merger Sub shall merge with and into SPAC, with SPAC continuing as the surviving company (the “Merger”, collectively with the Reorganization and other transactions contemplated herein, the “Business Combination”);

WHEREAS, in connection with the initial public offering of the SPAC, the SPAC entered into a letter agreement, dated December 21, 2022, with Horizon Space Acquisition I Sponsor Corp., a Cayman Islands exempted company (the “Sponsor”, together with its successors and assignees, an “Initial Insider”).

WHEREAS, a condition of, and as a material inducement for Squirrel HoldCo, the SPAC and PubCo to enter into and consummate the transactions contemplated by the Business Combination Agreement, each Shareholder has agreed to execute and deliver this Agreement prior to the Reorganization Effective Time.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Final Form

1. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER. Each Shareholder hereby represents and warrants to the PubCo as of the date of this Agreement as follows:

1.1 Organization. Each Shareholder has been duly incorporated, organized or formed and is validly existing as a corporation in good standing (or equivalent status, to the extent that such concept exists) under the laws of its jurisdiction of incorporation or organization, and has the requisite corporate power and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted. It is duly licensed or qualified and in good standing as a foreign corporation in all jurisdictions in which the character of the property owned, leased or operated by it or the nature of the business conducted by it is such as to require it to be so licensed or qualified or in good standing (or equivalent status, to the extent that such concept exists) except where the failure to be so licensed or qualified or in good standing would not prevent, impede or, in any material respect, interfere with, delay or adversely affect its ability to perform its obligations under this Agreement and the documents contemplated hereby and consummate the transactions contemplated hereby and thereby.

1.2 Due Authorization. Such Shareholder has all requisite corporate power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, and (b) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved. No other company proceeding on the part of such Shareholder is necessary to authorize the execution and delivery of this Agreement and the documents contemplated hereby or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by such Shareholder, and assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

1.3 Governmental Approvals. No consent of or with any Governmental Entity on the part of such Shareholder is required to be obtained or made in connection with the execution, delivery or performance by such Shareholder of this Agreement and the documents contemplated hereby or the consummation by such Shareholder of the transactions contemplated hereby and thereby, other than (a) applicable requirements on securities laws of any relevant jurisdiction, and the rules and regulations thereunder and (b) where the failure to obtain or make such consents or to make such filings or notifications would not prevent, impede or, in any material respect, interfere with, delay or adversely affect the performance by such Shareholder of its obligations under this Agreement and the documents contemplated hereby.

1.4 No Conflict. The execution and delivery of this Agreement by such Shareholder and the other documents contemplated hereby by such Shareholder, the consummation of the transactions contemplated hereby and thereby and compliance with any of the provisions hereof and thereof by such Shareholder do not and will not:

(a) violate or conflict with any provision of, or result in the breach of or default under the Governing Documents of such Shareholder;

Final Form

(b) violate or conflict with any provision of, or result in the breach of, or default under, or require any consent, waiver, exemption or approval under, any applicable law or governmental order applicable to such Shareholder or any of its properties or assets;

(c) (i) violate or conflict with any provision of, or result in the breach of, (ii) result in the loss of any right or benefit under, (iii) give rise to any obligation to obtain any third party consent from any Person, (iv) accelerate the performance required by such Shareholder under, (v) constitute (with or without due notice or lapse of time or both) a default, (vi) result in the termination, withdrawal, suspension, cancellation or modification of, (vi) result in a right of termination or acceleration under, (vii) give rise to any obligation to make payments or provide compensation under, or (viii) give any Person the right to declare a default, exercise any remedy, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any contract to which such Shareholder is a party or by which such Shareholder may be bound; or

(d) result in the creation of any Lien upon any of the properties or assets of such Shareholder;

except, in the case of clauses (b) through (d), to the extent that the occurrence of the foregoing would not prevent, impede or, in any material respect, interfere with, delay or adversely affect the ability of such Shareholder to perform its obligations under this Agreement and the documents contemplated hereby and consummate the transactions contemplated hereby and thereby.

2. REPRESENTATIONS AND WARRANTIES OF PUBCO. PubCo hereby represents and warrants to each Shareholder as of the date of this Agreement as follows:

2.1 Organization. The PubCo has been duly incorporated, organized or formed and is validly existing as an exempted company in good standing under the Laws of the Cayman Islands, and has the requisite corporate power and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted. It is duly licensed or qualified and in good standing as a foreign company in all jurisdictions in which the character of the property owned, leased or operated by it or the nature of the business conducted by it is such as to require it to be so licensed or qualified or in good standing (or equivalent status, to the extent that such concept exists) except where the failure to be so licensed or qualified or in good standing would not prevent, impede or, in any material respect, interfere with, delay or adversely affect its ability to perform its obligations under this Agreement and the documents contemplated hereby and consummate the transactions contemplated hereby and thereby.

2.2 Due Authorization. The PubCo has all requisite corporate power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, and (b) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved. No other company proceeding on its part is necessary to authorize the execution and delivery of this Agreement and the documents contemplated hereby or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by it, and assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Final Form

2.3 No Conflict. The execution and delivery of this Agreement by the PubCo and the other documents contemplated hereby by it, the consummation of the transactions contemplated hereby and thereby and compliance with any of the provisions hereof and thereof by it do not and will not:

(a) violate or conflict with any provision of, or result in the breach of or default under its Governing Documents,

(b) violate or conflict with any provision of, or result in the breach of, or default under any applicable Law or governmental order applicable to it or any of its properties or assets,

(c) (i) violate or conflict with any provision of, or result in the breach of, (ii) result in the loss of any right or benefit under, (iii) give rise to any obligation to obtain any third party consent from any Person, (iv) accelerate the performance required by it under, (v) constitute (with or without due notice or lapse of time or both) a default, (vi) result in the termination, withdrawal, suspension, cancellation or modification of, (vii) result in a right of termination or acceleration under, (viii) give rise to any obligation to make payments or provide compensation under, or (ix) give any Person the right to declare a default, exercise any remedy, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Contract to which it is a party or by which it may be bound, or

(d) result in the creation of any Lien upon any of its properties or assets,

except, in the case of clauses (b) through (d), to the extent that the occurrence of the foregoing would not prevent, impede or, in any material respect, interfere with, delay or adversely affect its ability to perform it obligations under this Agreement and the documents contemplated hereby and consummate the transactions contemplated hereby and thereby.

3. LOCK-UP

3.1 For purposes of this Agreement, the “Lock-up Shares” shall include, (A) with respect to a Shareholder that is not an Initial Insider, (i) Parent Ordinary Shares held by such Shareholder immediately after the Closing Date, (ii) Parent Ordinary Shares issuable upon the exercise of options or warrants to purchase Parent Ordinary Shares held by such Shareholder immediately after the Closing Date (along with such options or warrants themselves), and (iii) any Parent Ordinary Shares acquirable upon the conversion, exercise or exchange of any securities convertible into or exercisable or exchangeable for Parent Ordinary Shares held by such Shareholder immediately after the Closing Date (along with securities themselves), as set forth on Schedule A hereto, and (B) with respect to a Shareholder that is an Initial Insider, Parent Ordinary Shares issued to the such Shareholder and its assignees in exchange of their Insider Shares upon the Merger Closing as set forth on Schedule B hereto. For the purpose of this paragraph, “Insider Shares” shall mean 1,707,000 ordinary shares of the SPAC that Initial Insiders collectively acquired before the initial public offering of the SPAC and which ordinary shares have been deposited with Continental Stock Transfer & Trust Company, a New York limited liability trust company (as escrow agent) pursuant to a share escrow agreement dated December 21, 2022.

Final Form

3.2 Subject to the exceptions set forth herein, during the Lock-up Period (as defined below), such Shareholder irrevocably agrees that each Shareholder will not will not (a) sell, assign, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any of the Lock-up Shares, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Lock-up Shares, whether any such transaction is to be settled by delivery of such Lock-up Shares, in cash or otherwise, (c) make public announcement of any intention to effect any transaction specified in clause (a) or (b), or (d) engage in any Short Sales (as defined below) with respect to any security of PubCo.

3.3 In furtherance of the foregoing, PubCo will (i) place an irrevocable stop order on all Subject Shares, including those which may be covered by a registration statement, and (ii) notify PubCo’s transfer agent in writing of the stop order and the restrictions on such Subject Shares under this Agreement and direct PubCo’s transfer agent not to process any attempts by such Shareholder to resell or transfer any Subject Shares, except in compliance with this Agreement or waived by PubCo.

3.4 For purposes of this Agreement, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

3.5 For purpose of this Agreement, “Lock-up Period” means with respect to 50% of the Lock-up Shares, the period commencing on the Closing Date and ending on the date that is the earlier to occur of (A) six months after the Closing Date, or (B) the date on which the closing price of each Parent Ordinary Share equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Closing Date, and with respect to the remaining 50% of the Lock-up Shares the period commencing on the Closing Date and ending on the date that is six months after the Closing Date.

3.6 The restrictions set forth herein shall not apply to: (1) transfers or distributions to such Shareholder’s general or limited partners, members, shareholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; or (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement in writing, in form and substance reasonably satisfactory to PubCo.

Final Form

3.7 In addition, after the Closing Date, if there is a Change of Control, then upon the consummation of such Change of Control, all Lock-up Shares shall be released from the restrictions contained herein. A “Change of Control” means: (a) the sale of all or substantially all of the consolidated assets of PubCo and PubCo’s subsidiaries to a third-party purchaser; (b) a sale resulting in no less than a majority of the voting power of PubCo being held by person that did not own a majority of the voting power prior to such sale; or (c) a merger, consolidation, recapitalization or reorganization of PubCo with or into a third-party purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company.

4. GENERAL PROVISIONS

4.1 Notice. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered to, with respect to each Shareholder, the address set forth on its signature page hereto, and with respect to the PubCo in accordance with Section 12.4 (Notices) of the Business Combination Agreement (or to such other address as any party may have furnished to the others in writing in accordance herewith).

4.2 Headings Counterparts. The headings in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4.3 Assignment. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties and any such transfer without the prior written consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

4.4 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The parties hereto further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties hereto.

Final Form

4.5 Amendment. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by each party hereto in the same manner as this Agreement and which makes reference to this Agreement.

4.6 Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto relating to the subject matter hereof and the transactions contemplated hereby and supersedes any other agreements, whether written or oral, that may have been made or entered into by or between any of the parties hereto relating to the subject matter hereof or the transactions contemplated hereby.

4.7 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in the application of the substantive law of another jurisdiction.

4.8 Jurisdiction. Each of the parties irrevocably and unconditionally submits to the exclusive jurisdiction of the federal courts of the State of New York sitting in New York, New York (or any appellate courts thereof), for the purposes of any Legal Proceeding (a) arising under this Agreement or the transactions contemplated hereby or (b) in any way connected with or related or incidental to the dealings of the parties in respect of this Agreement or the transactions contemplated hereby or any of the transactions contemplated hereby or thereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such Legal Proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Legal Proceeding has been brought in an inconvenient forum. Each party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Proceeding (i) arising under this Agreement or the transactions contemplated hereby or (ii) in any way connected with or related or incidental to the dealings of the parties in respect of this Agreement or the transactions contemplated hereby or any of the transactions contemplated hereby or thereby, (A) any claim that it is not personally subject to the jurisdiction of the courts as described in this Section 4.8 for any reason, (B) that it or its property is exempt or immune from the jurisdiction of any such court or from any Legal Proceeding commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) that (x) the Legal Proceeding in any such court is brought in an inconvenient forum, (y) the venue of such Legal Proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereto agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth in Section 4.1 shall be effective service of process for any such Legal Proceeding.

4.9 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION, DISPUTE, CLAIM, LEGAL ACTION OR OTHER LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Final Form

4.10 Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

4.11 No Additional Fees/Payment. Other than the consideration specifically referenced herein, the parties hereto agree that no fee, payment or additional consideration in any form has been or will be paid to each Shareholder in connection with this Agreement.

4.12 Enforcement. The parties hereto agree that irreparable damage could occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to specific enforcement of the terms and provisions of this Agreement, in addition to any other remedy to which any party is entitled at Law or in equity. In the event that any Action shall be brought in equity to enforce the provisions of this Agreement, no party hereto shall allege, and each party hereto hereby waives the defense, that there is an adequate remedy at Law, and each party hereto agrees to waive any requirement for the securing or posting of any bond in connection therewith.

[Signature pages follow]

Final Form

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

PUBCO

[Signature Page to Lock-up Agreement]

Final Form

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

Shareholder

Notice Address:

Squirrel Enlivened Holdings Co., Ltd

[__]

Attention: [__]

Email: [__]

[Signature Page to Lock-up Agreement]

Final Form

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

Shareholder

Notice Address:

Horizon Space Acquisition I Sponsor Corp.

[__]

Attention: [__]

Email: [__]

[Signature Page to Lock-up Agreement]

EXHIBIT 10.4

Final Form

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], is made and entered into by and among Squirrel Enlivened International Co., Ltd., a Cayman Islands exempted company limited by shares (“Squirrel Cayman”), and each of the undersigned parties listed on the signature pages hereto under “Holders” (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, Horizon Space Acquisition I Corp., a Cayman Islands exempted company (“SPAC”), Squirrel Cayman, Squirrel Enlivened Technology Co., Ltd., a Cayman Islands exempted company limited by shares (“Squirrel HoldCo”), and Squirrel Enlivened Overseas Co., Ltd., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Squirrel Cayman (“Merger Sub”) are parties to that certain Business Combination Agreement dated as of September 16, 2024 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”);

WHEREAS, pursuant to the Business Combination Agreement, (i) all of the issued and outstanding securities of Squirrel HoldCo immediately prior to the Reorganization Effective Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holders thereof to receive substantially equivalent securities of Squirrel Cayman, and (ii) all of the issued and outstanding securities of SPAC immediately prior to the Merger Effective Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holders thereof to receive substantially equivalent securities of Squirrel Cayman, in each case, upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of the Cayman Companies Act and other applicable Laws;

WHEREAS, in connection with the Business Combination (as defined below), Squirrel Cayman and the Holders desire to enter into this Agreement, pursuant to which Squirrel Cayman shall grant the Holders certain registration rights with respect to certain securities of Squirrel Cayman, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1. Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Agreement” shall have the meaning given in the Preamble.

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of Squirrel Cayman, after consultation with counsel to Squirrel Cayman, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) Squirrel Cayman has a bona fide business purpose for not making such information public.

“Board” shall mean the Board of Directors of Squirrel Cayman.

“Business Combination” shall have the meaning set forth in the Business Combination Agreement.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in the Cayman Islands, People’s Republic of China or New York or governmental authorities in the Cayman Islands, People’s Republic of China or New York are authorized or required by law to close.

“Commission” shall mean the Securities and Exchange Commission.

“Converted SPAC Founder Shares” shall mean Squirrel Cayman Ordinary Shares issued or issuable with respect to any SPAC Founder Shares in connection with the Merger under the Business Combination Agreement.

“Converted SPAC Private Shares” shall mean Squirrel Cayman Ordinary Shares issued or issuable with respect to any SPAC Private Shares in connection with the Merger under the Business Combination Agreement.

“Converted SPAC Representative Shares” shall mean Squirrel Cayman Ordinary Shares issued or issuable with respect to any SPAC Representative Shares in connection with the Merger under the Business Combination Agreement.

“Converted SPAC Shares” shall mean in aggregate (i) the Converted SPAC Founder Shares, (ii) the Converted SPAC Private Shares; (iii) the Converted SPAC Representative Shares; and (iv) the Converted SPAC Working Capital Loan Shares.

“Converted SPAC Working Capital Loan Shares” shall mean Squirrel Cayman Ordinary Shares issued or issuable with respect to any SPAC Working Capital Loan Shares.

“Demand Registration” shall have the meaning given in subsection 2.1.1.

“Demanding Holder” shall have the meaning given in subsection 2.1.1.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form F-1” shall mean a Registration Statement on Form F-1 or any comparable successor form or forms thereto.

“Form F-3” shall mean a Registration Statement on Form F-3 or any comparable successor form or forms thereto.

“Holders” shall have the meaning given in the Preamble.

“Lock-up Agreement” shall mean, with respect to each Holder, the lock-up agreement executed by such Holder in connection with the transactions contemplated under the Business Combination Agreement prior to the Closing.

“Lock-up Period” shall mean, with respect to each Holder, the lock-up period applicable to such Holder as set forth in the Lock-up Agreement by and between Squirrel Cayman and such Holder.

“Legal Proceeding” means any judicial, administrative or arbitral actions, suits, hearings, inquiries, investigations or other proceedings (public or private) commenced, brought, conducted or heard before, or otherwise involving, any federal, national, state, foreign, provincial, local or other government or any governmental, regulatory, administrative or self-regulatory authority, agency, bureau, board, commission, court, judicial or arbitral body, department, political subdivision, tribunal or other instrumentality thereof or arbitrator.

“Merger Closing” shall have the meaning set forth in the Business Combination Agreement.

“Merger Effective Time” shall have the meaning set forth in the Business Combination Agreement.

“Maximum Number of Securities” shall have the meaning given in subsection 2.1.4.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading.

“Ordinary Shares” shall mean the ordinary shares of SPAC, par value $0.0001 per share.

“Permitted Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Lock-up Period applicable to such Holder under each Lock-up Agreement, this Agreement, and any other applicable agreement between such Holder and Squirrel Cayman, and to any transferee thereafter.

“Piggyback Registration” shall have the meaning given in subsection 2.2.1.

“Pro Rata” shall have the meaning given in subsection 2.1.4.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Securities” shall mean collectively, (a) Tranche A Registrable Securities, (b) Tranche B Registrable Securities and (c) Tranche C Registrable Securities; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by Squirrel Cayman and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration effected by preparing and filing a Registration Statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Eligible Date” shall mean, with respect to Tranche A Registrable Securities, upon execution of this Agreement except the Converted SPAC Founder Shares and any other equity security of Squirrel Cayman issued or issuable with respect to any Converted SPAC Founder Shares; and with respect to  each of other  Registrable Security, the date that is the later of the three months prior to the expiration of the Lock-up Period applicable to such Registrable Security and the closing date of the Business Combination.

“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which Squirrel Cayman Ordinary Shares are then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(C) printing, messenger, telephone and delivery expenses;

(D) reasonable fees and disbursements of counsel for Squirrel Cayman;

(E) reasonable fees and disbursements of all independent registered public accountants of Squirrel Cayman incurred specifically in connection with such Registration; and

(F) reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration.

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Reorganization Closing” shall have the meaning set forth in the Business Combination Agreement.

“Reorganization Effective Time” shall have the meaning set forth in the Business Combination Agreement.

“Requesting Holder” shall have the meaning given in subsection 2.1.1.

“Sponsor” shall mean Horizon Space Acquisition I Sponsor Corp., a Cayman Islands exempted company.

“Securities Act” shall mean the United States Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Squirrel Cayman” shall have the meaning given in the Preamble.

“Squirrel Cayman Ordinary Shares” shall mean the ordinary shares in the capital of Squirrel Cayman.

“Squirrel Cayman Shareholders” shall mean a person recorded as the holders of Squirrel Cayman Ordinary Shares as of immediately after the Reorganization Effective Time and prior to the Merger Effective Time.

“SPAC Founder Shares” shall mean 1,725,000 ordinary shares of SPAC, par value $0.0001 per share, initially acquired by the Sponsor pursuant to a certain founder shares purchase agreement dated August 30, 2022, a total 18,000 of such ordinary shares of SPAC have subsequently been transferred by the Sponsor to certain directors of SPAC pursuant to the securities transfer agreement dated September 12, 2022.

“SPAC Private Shares” shall mean 385,750 Ordinary Shares, included as part of the private units initially acquired by the Sponsor pursuant to certain private placement shares purchase agreements dated December 21, 2022.

“SPAC Representative Shares” shall mean 200,000 Ordinary Shares issues to Network 1 Financial Securities, Inc. as part of representative compensation pursuant to a certain underwriting agreement dated December 21, 2022.

“SPAC Working Capital Loan Shares” shall mean all Ordinary Shares, included as part of the private units that Sponsor and/or its designee acquired upon conversion of any Working Capital Loan (as such term is defined in the Business Combination Agreement).

“Tranche A Registrable Securities” shall mean collectively the Converted SPAC Private Shares, the Converted SPAC Working Capital Loan Shares, the Converted SPAC Founder Shares and any other equity security of Squirrel Cayman issued or issuable with respect to any of the Converted SPAC Private Shares, the Converted SPAC Working Capital Loan Shares and the Converted SPAC Founder Shares by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization.

“Tranche B Registrable Securities” shall mean collectively the Squirrel Cayman Ordinary Shares that the Squirrel Cayman Shareholders will hold immediately following the Reorganization Effective Time and any other equity security of Squirrel Cayman issued or issuable with respect to any of the foregoing Squirrel Cayman Ordinary Shares by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization.

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Registration” or “Underwritten Offering” shall mean a Registration in which securities of Squirrel Cayman are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

ARTICLE II

REGISTRATIONS

2.1. Demand Registration.

2.1.1. Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.5 hereof, at any time and from time to time on or after the Registration Eligible Date of the relevant Registrable Securities, (i) the Holders of at least a majority in interest of the then-outstanding number of the Tranche A Registrable Securities, and (ii) the Holders of at least a majority in interest of the then-outstanding number of the Tranche B Registrable Securities (each such Holders of the same tranche of the relevant Registrable Securities, the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their respective Registrable Securities in that tranche on Form F-3 (or, if Form F-3 is not available to be used by Squirrel Cayman at such time, on Form F-1 or another appropriate form permitting Registration of the relevant Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). Squirrel Cayman shall, within fifteen (15) days of Squirrel Cayman’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify Squirrel Cayman, in writing, within five (5) days after the receipt by the Holder of the notice from Squirrel Cayman. Upon receipt by Squirrel Cayman of any such written request, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and Squirrel Cayman shall effect, as soon thereafter as practicable after Squirrel Cayman’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall Squirrel Cayman be obligated to effect, (i) with respect to any Tranche A Registrable Securities, more than an aggregate of one (1) Registration pursuant to a Demand Registration under this subsection 2.1.1, and (ii) with respect to any Tranche B Registrable Securities, more than an aggregate of one (1) Registration pursuant to a Demand Registration under this subsection 2.1.1.

2.1.2. Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission, and (ii) Squirrel Cayman has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify Squirrel Cayman in writing, but in no event later than five (5) days, of such election; and provided, further, that Squirrel Cayman shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

2.1.3. Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.5 hereof, if a majority-in-interest of the Demanding Holders so advise Squirrel Cayman as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

2.1.4. Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises Squirrel Cayman, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Squirrel Cayman Ordinary Shares or other equity securities that Squirrel Cayman desires to sell and Squirrel Cayman Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then Squirrel Cayman shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) on a pro rata basis based on the respective number of Registrable Securities that each such Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that such Holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities (such proportion is referred to herein as “Pro Rata”); (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Squirrel Cayman Ordinary Shares or other equity securities that Squirrel Cayman desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), Squirrel Cayman Ordinary Shares or other equity securities of other persons or entities that Squirrel Cayman is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

2.1.5. Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to Squirrel Cayman and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, Squirrel Cayman shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.

2.2. Piggyback Registration.

2.2.1. Piggyback Rights. If, at any time on or after the Registration Eligible Date, Squirrel Cayman proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of Squirrel Cayman (or by Squirrel Cayman and by the shareholders of Squirrel Cayman including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to Squirrel Cayman’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of Squirrel Cayman or (iv) for a dividend reinvestment plan, then Squirrel Cayman shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). Squirrel Cayman shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Squirrel Cayman included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by Squirrel Cayman.

2.2.2. Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises Squirrel Cayman and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Squirrel Cayman Ordinary Shares that Squirrel Cayman desires to sell, taken together with (i) Squirrel Cayman Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) Squirrel Cayman Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of Squirrel Cayman, exceeds the Maximum Number of Securities, then:

(a) If the Registration is undertaken for Squirrel Cayman’s account, Squirrel Cayman shall include in any such Registration (A) first, Squirrel Cayman Ordinary Shares or other equity securities that Squirrel Cayman desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Tranche A Registrable Securities and the Tranche B Registrable Securities on a Pro Rata basis, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Squirrel Cayman Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of Squirrel Cayman, which can be sold without exceeding the Maximum Number of Securities;

(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then Squirrel Cayman shall include in any such Registration (A) first, Squirrel Cayman Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Tranche A Registrable Securities and the Tranche B Registrable Securities of relevant Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 on a Pro Rata basis, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Squirrel Cayman Ordinary Shares or other equity securities that Squirrel Cayman desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Squirrel Cayman Ordinary Shares or other equity securities for the account of other persons or entities that Squirrel Cayman is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

2.2.3. Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to Squirrel Cayman and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. Squirrel Cayman (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, Squirrel Cayman shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.

2.3. Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

2.4. Registrations on Form F-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that Squirrel Cayman, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3; provided, however, that Squirrel Cayman shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of Squirrel Cayman’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form F-3, Squirrel Cayman shall promptly give written notice of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3 shall so notify Squirrel Cayman, in writing, within ten (10) days after the receipt by the Holder of the notice from Squirrel Cayman. As soon as practicable thereafter, but not more than thirty (30) days after Squirrel Cayman’s initial receipt of such written request for a Registration on Form F-3, Squirrel Cayman shall prepare and file or cause to be prepared and filed with the Commission a Registration Statement relating to all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that Squirrel Cayman shall not be obligated to effect any such Registration pursuant to this Section 2.4 hereof if (i) a Form F-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of Squirrel Cayman entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.

2.5. Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to Squirrel Cayman’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Squirrel Cayman initiated Registration and provided that Squirrel Cayman has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and Squirrel Cayman and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to Squirrel Cayman and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case Squirrel Cayman shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to Squirrel Cayman for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, Squirrel Cayman shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that Squirrel Cayman shall not defer its obligation in this manner more than once in any 12-month period.

ARTICLE III

COMPANY PROCEDURES

3.1. General Procedures. If at any time on or after the date Squirrel Cayman consummates the Business Combination, Squirrel Cayman is required to effect the Registration of Registrable Securities, Squirrel Cayman shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto Squirrel Cayman shall, as expeditiously as possible:

3.1.1. prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective and current until the distribution contemplated in the registration statement has been completed;

3.1.2. prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be required by the rules, regulations or instructions applicable to the registration form used by Squirrel Cayman or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3. prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4. use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Squirrel Cayman and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Squirrel Cayman shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5. use its commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by Squirrel Cayman are then listed;

3.1.6. provide a transfer agent, warrant agent or right agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7. notify each seller of such Registrable Securities, promptly after it shall receive notice of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose;

3.1.8. prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;

3.1.9. notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;

3.1.10. permit a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders, or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause Squirrel Cayman’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representative or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to Squirrel Cayman, prior to the release or disclosure of any such information and provided further, Squirrel Cayman may not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments Squirrel Cayman shall include unless contrary to applicable law;

3.1.11. obtain a “cold comfort” letter from Squirrel Cayman’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12. on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing Squirrel Cayman for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;]

3.1.13. in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;

3.1.14. make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of Squirrel Cayman’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

3.1.15. if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $15,000,000, use its reasonable efforts to make available senior executives of Squirrel Cayman to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering]; and

3.1.16. otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.

3.2. Registration Expenses. The Registration Expenses of all Registrations shall be borne by Squirrel Cayman. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3. Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of Squirrel Cayman pursuant to a Registration initiated by Squirrel Cayman hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by Squirrel Cayman and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.4. Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from Squirrel Cayman that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that Squirrel Cayman hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by Squirrel Cayman that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (i) require Squirrel Cayman to make an Adverse Disclosure, (ii) require the inclusion in such Registration Statement of financial statements that are unavailable to Squirrel Cayman for reasons beyond Squirrel Cayman’s control or (iii) in good faith judgment of the majority of the Board, be seriously detrimental to Squirrel Cayman, and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, Squirrel Cayman may, upon giving prompt written notice of such action to the Holders (which notice shall specify the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by Squirrel Cayman to be necessary for such purpose, provided that the filing of such Registration Statement shall not be delayed for more than ninety (90) days in any 12-month period. In the event Squirrel Cayman exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. Squirrel Cayman shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

3.5. Reporting Obligations. As long as any Holder shall own Registrable Securities, Squirrel Cayman, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by Squirrel Cayman after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. Squirrel Cayman further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Squirrel Cayman Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, Squirrel Cayman shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

3.6. Furnish Information. It shall be a condition precedent to the obligations of Squirrel Cayman to take any action pursuant to this Agreement with respect to the Registrable Securities of any Holder that such Holder shall furnish to Squirrel Cayman such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.

ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION

4.1. Indemnification.

4.1.1. Squirrel Cayman agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same arise out of or are based upon actions or omissions made in reliance upon and in conformity with any information furnished in writing to Squirrel Cayman by such Holder expressly for use therein. Squirrel Cayman shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder; provided further that the indemnity agreement contained in this Section 4.1.1 shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of Squirrel Cayman.

4.1.2. In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to Squirrel Cayman in writing such information and affidavits as Squirrel Cayman reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify Squirrel Cayman, its directors and officers and agents and each person who controls Squirrel Cayman (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of Squirrel Cayman. For the avoidance of doubt, the obligation to indemnify under this Section 4.1.2 shall be several, not joint and several, among the Holders of Registrable Securities, and the total indemnification liability of a Holder under this Section 4.1.2 shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.

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

4.1.4. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities.

4.1.5. If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

ARTICLE V

MISCELLANEOUS

5.1. Notices. All general notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by courier or sent by registered post or sent by electronic mail to the intended recipient thereof at its address or at its email address set out below (or to such other address or email address as a party may from time to time notify the other parties). Any such notice, demand or communication shall be deemed to have been duly served (a) if given personally or sent by courier, upon delivery during normal business hours at the location of delivery or, if later, then on the next Business Day after the day of delivery; (b) if sent by electronic mail during normal business hours at the location of delivery, immediately, or, if later, then on the next Business Day after the day of delivery; (c) the third Business Day following the day sent by reputable international overnight courier (with written confirmation of receipt); and (d) if sent by registered post, five (5) days after posting. The initial addresses and email addresses of the parties for the purpose of this Agreement are:

if to Squirrel Cayman:

Shenzhen Squirrel Enlivened Media Group Co. Ltd

Address: Flat A, 34th Floor, Best Building,

No. 2, Taining Road, Dongle Community Donghu Street,

Luohu District

Attention: Wenbo Huang

Email: [email protected]

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

Sidley Austin LLP

Address: 39/F, Two Int’l Finance Centre

Central, Hong Kong

Attn: David Kalani Lee

Email: [email protected]

if to a Holder, to the address set forth on such Holder’s signature page hereto, or to such other address as any party may have furnished to the others in writing in accordance herewith.

5.2. Assignment; No Third Party Beneficiaries.

5.2.1. This Agreement and the rights, duties and obligations of Squirrel Cayman hereunder may not be assigned or delegated by Squirrel Cayman in whole or in part.

5.2.2. Prior to the expiration of the Lock-up Period applicable to any Holder, as the case may be, such Holder may not assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Lock-up Period applicable to any Holder, as the case may be, such Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any transferee.

5.2.3. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees, as applicable.

5.2.4. This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.

5.2.5. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate Squirrel Cayman unless and until Squirrel Cayman shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Squirrel Cayman, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.3. Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4. Governing Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.

5.5. Jurisdiction; Waiver of Jury Trial. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the federal courts of the State of New York sitting in New York, New York (or any appellate courts thereof), for the purposes of any Legal Proceeding (a) arising under this Agreement or the transactions contemplated hereby or (b) in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or the transactions contemplated hereby or any of the transactions contemplated hereby or thereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such Legal Proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Legal Proceeding has been brought in an inconvenient forum. Each party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Proceeding (i) arising under this Agreement or the transactions contemplated hereby or (ii) in any way connected with or related or incidental to the dealings of the parties in respect of this Agreement or the transactions contemplated hereby or any of the transactions contemplated hereby or thereby, (A) any claim that it is not personally subject to the jurisdiction of the courts as described in this Section 5.5 for any reason, (B) that it or its property is exempt or immune from the jurisdiction of any such court or from any Legal Proceeding commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) that (x) the Legal Proceeding in any such court is brought in an inconvenient forum, (y) the venue of such Legal Proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereto agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth in Section 5.1 shall be effective service of process for any such Legal Proceeding.

EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION WILL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

5.6. Amendments and Modifications. Upon the written consent of Squirrel Cayman and the Holders of at least a majority in interest of the Registrable Securities (on a per tranche basis) at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of Squirrel Cayman, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or Squirrel Cayman and any other party hereto or any failure or delay on the part of a Holder or Squirrel Cayman in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or Squirrel Cayman. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.7. Other Registration Rights. Except as provided in Schedule A of this Agreement, Squirrel Cayman represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require Squirrel Cayman to register any securities of Squirrel Cayman for sale or to include such securities of Squirrel Cayman in any Registration filed by Squirrel Cayman for the sale of securities for its own account or for the account of any other person. Further, Squirrel Cayman represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.8. Term. This Agreement shall terminate upon the earlier of (i) the fifth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and ARTICLE IV shall survive any termination.

5.9. Termination of Prior Agreement. Each Holder that is also a party to the registration rights agreement entered into by and among such Holder, SPAC and certain other parties thereto dated December 21, 2022 (“Prior Agreement”) hereby consents that upon such Holder’s execution and delivery of this Agreement, the Prior Agreement shall be automatically terminated without further force and effect with respect to such Holder.

[SIGNATURE PAGES FOLLOW]

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

[Signature Page to the Registration Rights Agreement]

HOLDERS:

Notice Address:

[address]

Attention: [__]

Email: [__]

[Signature Page to the Registration Rights Agreement]

HOLDERS:

Notice Address:

[address]

Attention: [__]

Email: [__]

[Signature Page to the Registration Rights Agreement]

HOLDERS:

Notice Address:

[address]

Attention: [__]

Email: [__]

[Signature Page to the Registration Rights Agreement]

EXHIBIT 10.5

Final Form

ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT

This ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT (this “Agreement”) is made as of [__] (the “Effective Date”) among Horizon Space Acquisition I Corp., a Cayman Islands exempted company, with offices at 1412 Broadway, 21st Floor, Suite 21V, New York, NY 10018 (“SPAC”), Squirrel Enlivened International Co., Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).

WHEREAS, SPAC and the Warrant Agent are parties to that certain Warrant Agreement, dated as of December 21, 2022 (the “Existing Warrant Agreement”);

WHEREAS, SPAC engaged in a public offering (the “Public Offering”) of 6,900,000 units, each unit (the “Public Units”) comprised of one ordinary share of SPAC, par value $0.0001 per share (“SPAC Ordinary Shares”), one redeemable warrant, where each whole warrant entitles the holder to purchase one SPAC Ordinary Share at a price of $11.50 per share, subject to adjustment as described herein, and one right to receive one-tenth (1/10) of one SPAC Ordinary Share upon the consummation of an initial business combination, and, in connection therewith, has issued and delivered 6,900,000 warrants (the “Public Warrants”) to the public investors in connection with the Public Offering;

WHEREAS, SPAC has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333- 268578 (“Registration Statement”) and prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (“Act”) of, among other securities, the Public Warrants;

WHEREAS, SPAC issued to its sponsor, Horizon Space Acquisition I Sponsor Corp. a Cayman Islands exempted company (the “Sponsor”), simultaneously with the closing of the Public Offering, 385,750 units (the “Private Units”), each containing one SPAC Ordinary Share, one warrant (the “Private Warrants”) and one right to receive one-tenth (1/10) of one SPAC Ordinary Share upon the consummation of an initial business combination (the “Private Rights”). Each whole Private Warrant exercisable to purchase one SPAC Ordinary Share at a price of $11.50 per share; and

WHEREAS, SPAC may issue up to an additional 300,000 units (the “Working Capital Units”) at a price of $10.00 per Working Capital Unit, with each Working Capital Unit consisting of one SPAC Ordinary Share, one warrant (a whole warrant of each such warrant, a “Working Capital Warrant”) and one right to receive one-tenth (1/10) of one SPAC Ordinary Share upon the consummation of an initial business combination (the “Working Capital Rights”), in satisfaction of certain working capital loans made by the SPAC’s officers, directors, initial shareholders and their affiliates;

WHEREAS, SPAC may issue additional units (the “Extension Loan Units” and together with the Public Units, the Private Units, and the Working Capital Units, the “Units”) at a price of $10.00 per Extension Loan Unit, with each Extension Loan Unit consisting of one SPAC Ordinary Share, one warrant (a whole warrant of each such warrant, an “Extension Loan Warrant” and together with the Public Warrants, Private Warrants, and Working Capital Warrants, the “Warrants”) and one right to receive one-tenth (1/10) of one SPAC Ordinary Share upon the consummation of an initial business combination (the “Extension Loan Rights”), for each loan made by the Sponsor, its affiliates or designees in connection with the extensions of the period for SPAC’s initial business combination as contemplated in SPAC’s amended and restated memorandum and articles of association;

WHEREAS, on September 16, 2024, the Company, SPAC, Squirrel Enlivened Technology Co., Ltd., a Cayman Islands exempted company limited by shares (“Squirrel HoldCo”), and Squirrel Enlivened Overseas Co., Ltd., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of the Company (“Merger Sub”) entered into that certain Business Combination Agreement (the “Business Combination Agreement”);

WHEREAS, upon the terms and subject to the conditions of the Business Combination Agreement, at the Reorganization Effective Time (as defined in the Business Combination Agreement), Squirrel HoldCo will merge with and into the Company, with the Company continuing as the surviving entity after such merger (the “Reorganization”);

WHEREAS, upon the terms and subject to the conditions of the Business Combination Agreement, at the Merger Effective Time (as defined in the Business Combination Agreement), Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving entity after such merger and becoming a direct, wholly-owned subsidiary of the Company (the “Merger”);

WHEREAS, upon consummation of the Merger, as provided in Section 4.4 of the Existing Warrant Agreement, (i) the Warrants will no longer be exercisable for SPAC Ordinary Share, but instead will be exercisable (subject to the terms and conditions of the Existing Warrant Agreement as amended hereby) for a number of ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”), equal to the number of SPAC Ordinary Shares for which such warrants were exercisable immediately prior to the Merger, subject to adjustment as described herein (such warrants as so adjusted and amended, the “Warrants”) and (ii) the Warrants shall be assumed by the Company;

WHEREAS, in connection with the transactions contemplated by the Business Combination Agreement, SPAC desires to assign to the Company, and the Company desires to assume, all of SPAC’s rights, interests and obligations under the Existing Warrant Agreement;

WHEREAS, the consummation of the transactions contemplated by the Business Combination Agreement will constitute a Business Combination as defined in the Existing Warrant Agreement;