8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported):February 22, 2026

Real Asset Acquisition Corp.

(Exact name of registrant as specified in itscharter)

Cayman Islands	001-42613	N/A
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
174 Nassau Street Suite 2100 Princeton, New Jersey	08542
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(Address of principal executive offices)	(Zip Code)

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(609) 924-0759

Registrant’s telephone number, includingarea code

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Not Applicable

(Former name or former address, if changed sincelast report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☒	Written communications pursuant<br>to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant	RAAQU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	RAAQ	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	RAAQW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

**Item 1.01.**Entry into a Material Definitive Agreement

Business Combination Agreement

On February 22, 2026, Real Asset Acquisition Corp., a Cayman Islands exempted company (“RAAQ”), IQM Finland Oy, a limited liability company (Fi. osakeyhtiö) incorporated under the laws of Finland (“IQM”), IQM US LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of IQM (“Merger Sub”), and Eclipse QC S.à r.l., a Luxembourg private limited liability company (sociétéà responsabilité limitée) and a direct wholly owned subsidiary of IQM (“LuxCo,” collectively with Merger Sub, the “Merger Subs”) entered into a business combination agreement (the “Business Combination Agreement”).

The Business Combination Agreement and the transactions contemplated thereby were unanimously approved by the boards of directors of RAAQ and IQM.

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The Business Combination

Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, (i) IQM will effectuate certain internal capital restructuring steps (the “IQM Capital Restructuring”) immediately prior to the effective time of the Merger (as defined below) (the “Merger Effective Time”), and (ii) promptly thereafter, RAAQ will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as an indirect wholly owned subsidiary of IQM. The IQM Capital Restructuring, the Merger and the other transactions contemplated by the Business Combination Agreement are collectively referred to as the “Transactions.”

In connection with the Merger:

(i) immediately prior to the Merger Effective Time, all issued and outstanding Class B ordinary shares, par value $0.0001 per share, of RAAQ (the “RAAQ Class B Ordinary Shares”) other than those subject to the Sponsor Forfeiture (as defined below) will automatically be converted, on a one-for-one basis, into Class A ordinary shares, par value $0.0001 per share, of RAAQ (the “RAAQ Class A Ordinary Shares” and, together with the RAAQ Class B Ordinary Shares, the “RAAQ Shares”), in accordance with the terms of the amended and restated memorandum and articles of association of RAAQ (the “RAAQ Class B Conversion”);

(ii) each issued and outstanding unit of RAAQ immediately prior to the Merger Effective Time will be automatically separated (the “Unit Separation”) into its components of one RAAQ Class A Ordinary Share and one-half of one warrant to purchase one RAAQ Class A Ordinary Share at a price of $11.50 per share (the “RAAQ Public Warrants”);

(iii) immediately following the Unit Separation and the IQM Capital Restructuring, each RAAQ Class A Ordinary Share issued and outstanding immediately prior to the Merger Effective Time (including those issued in connection with the RAAQ Class B Conversion) will automatically be cancelled in exchange for the right to receive one American depositary share of IQM (each, an “IQM ADS”), with each IQM ADS representing one ordinary share of IQM, with no nominal value (each, an “IQM Ordinary Share”) (such IQM ADSs, the “Merger Consideration”); and

(iv) each warrant of RAAQ (including the RAAQ Public Warrants and private placement warrants issued by RAAQ, collectively referred to herein as the “RAAQ Warrants”) outstanding immediately prior to the Merger Effective Time will be assumed by IQM and become a warrant to purchase one IQM Ordinary Share represented by one IQM ADS (each, an “IQM Warrant”) at an exercise price of $11.50 per share.

Prior to the Merger Effective Time, IQM will establish and sponsor an American depositary share facility with a depositary bank (the “Depositary Bank”) and cause a registration statement on Form F-6 to be filed with the U.S. Securities and Exchange Commission (the “SEC”) for the issuance of the IQM ADSs. At or prior to the Merger Effective Time, IQM will (x) allot and issue to the Depositary Bank (or its custodian) such number of IQM Ordinary Shares as are necessary to deliver the IQM ADSs constituting the Merger Consideration to the shareholders of RAAQ entitled thereto, and (y) instruct the Depositary Bank to issue and distribute the IQM ADSs to the shareholders of RAAQ entitled thereto, in each case in accordance with the Business Combination Agreement.

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Representations and Warranties

The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this nature, including, among other things: (i) organization, good standing and qualification; (ii) capitalization of the parties and IQM’s subsidiaries; (iii) authorization; (iv) consents and no conflicts; (v) compliance with laws; (vi) tax matters, (vii) financial statements; (viii) absence of certain changes; (ix) actions; (x) material contracts; and (xi) intellectual property and data security. The representations and warranties of the respective parties to the Business Combination Agreement will not survive the closing of the Transactions (the “Closing,” and the day on which the Closing occurs, the “Closing Date”).

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Covenants

The Business Combination Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to the Closing Date and efforts to satisfy conditions to the consummation of the Merger. The Business Combination Agreement also contains additional covenants of the parties, including, among others: (i) a covenant providing for RAAQ and IQM to cooperate in the preparation of the Registration Statement on Form F-4 to be filed by IQM in connection with the Transaction (the “Registration Statement”); (ii) a covenant requiring IQM to deliver its audited financial statements to be included in the Registration Statement (the “Required IQM Financial Statements”) by a certain date; (iii) covenants with respect to IQM’s board of directors (the “IQM Board”) following the Closing, including that RAAQ will have the right to designate one director to the IQM Board and that RAAQ and IQM will agree on one director to the IQM Board with relevant semiconductor or quantum computing industry experience; (iv) covenants requiring RAAQ to establish a record date for, duly call and give notice of, convene, and hold an extraordinary general meeting of the RAAQ shareholders as promptly as practicable following the date that the Registration Statement is declared effective by the SEC under the Securities Act of 1933, as amended (the “Securities Act”); (v) covenants requiring that IQM solicit the required approval of its shareholders for the Transactions (the “IQM Shareholders’ Approval”) within 30 calendar days after the date of the Business Combination Agreement through an irrevocable unanimous written consent, or, if such unanimous written consent has not been obtained within 60 calendar days after the date of the Business Combination Agreement, then by calling a meeting of IQM’s shareholders to obtain the IQM Shareholders’ Approval (the “IQM Shareholders’ Meeting”) by April 30, 2026; and (vi) covenants prohibiting RAAQ and IQM from, among other things, soliciting or negotiating with third parties regarding alternative transactions and agreeing to certain related restrictions and ceasing discussions regarding alternative transactions.

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Conditions Precedent to Closing

The obligations of the parties to consummate the Transactions are subject to certain closing conditions of the respective parties, including, among others: (i) receipt of the required approval by the shareholders of RAAQ (the “RAAQ Shareholders’ Approval”); (ii) receipt of the IQM Shareholders’ Approval; (iii) effectiveness of the Registration Statement under the Securities Act and the absence of any stop order issued by the SEC which remains in effect with respect to the Registration Statement; (iv) the approval for listing of the IQM ADSs to be issued in connection with the Transactions on The Nasdaq Stock Market LLC, subject only to official notice of issuance thereof; (v) the absence of any law or governmental order enjoining, prohibiting or making illegal the consummation of the Transactions; and (vi) the expiration or early termination of the waiting periods (and any extensions thereof) applicable to the consummation of the Transactions.

The obligation of RAAQ to consummate the Transactions are subject to certain additional conditions, including, among others: (i) the accuracy of the representations and warranties of IQM, LuxCo and Merger Sub (subject to customary bring-down standards and materiality qualifiers); (ii) the obligations and covenants of IQM, LuxCo and Merger Sub having been performed in all material respects; and (iii) the absence of any Company Material Adverse Effect (as defined in the Business Combination Agreement) following the date of the Business Combination Agreement that is continuing and uncured.

The obligations of IQM, LuxCo, and Merger Sub to consummate the Transactions are subject to certain additional conditions, including, among others: (i) the accuracy of the representations and warranties of RAAQ (subject to customary bring-down standards and materiality qualifiers); (ii) the obligations and covenants of RAAQ having been performed in all material respects; (iii) the absence of any SPAC Material Adverse Effect (as defined in the Business Combination Agreement) following the date of the Business Combination Agreement that is continuing and uncured; and (iv) the Aggregate Transaction Proceeds (as defined in the Business Combination Agreement) being equal to or greater than $150,000,000 (the “Minimum Cash Condition”).

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Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the Merger Effective Time, including, among others: (i) by mutual written consent of IQM and RAAQ; (ii) by IQM or RAAQ if any law or governmental order is in effect that has become final and non-appealable and has the effect of making the consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions; (iii) by IQM if the RAAQ board or any of its committees has withheld, withdrawn, qualified, amended or modified, or publicly proposed to do any of the foregoing, with respect to the RAAQ board’s recommendation that RAAQ’s shareholders vote in favor of the SPAC Transaction Proposals (as defined in the Business Combination Agreement) at the duly convened meeting of RAAQ shareholders; (iv) by IQM or RAAQ if the RAAQ Shareholders’ Approval has not been obtained at the meeting of RAAQ shareholders; (v) by IQM or RAAQ upon a breach of or failure to perform any representations, warranties, covenants or other agreements set forth in the Business Combination Agreement by the other party if such breach gives rise to a failure of certain closing conditions to be satisfied and cannot or has not been cured; and (vi) by IQM or RAAQ if the Transactions have not been consummated on or prior to the date that is 180 days following the date of the Business Combination Agreement, which may be extended by up to 120 additional days to the extent the Required IQM Financial Statements have not been delivered by the Financials Delivery Date (as defined in the Business Combination Agreement); (vii) by RAAQ if the IQM Shareholders’ Approval is not obtained on or before the date that is 2 Business Days following the date of the IQM Shareholders’ Meeting; and (viii) by RAAQ if the Required IQM Financial Statements have not been delivered by IQM to RAAQ on or before the Financials Delivery Date, subject to a 30 day cure period following written notice from RAAQ to IQM of such failure, in each case subject to specified exceptions.

The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and the terms of which are incorporated by reference herein.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in RAAQ’s public disclosures.

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Certain Related Agreements

The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:

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Sponsor Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, RAAQ, IQM, RAAQ Sponsor LLC (the “Sponsor”) and the directors, officers and advisors of RAAQ (collectively with the Sponsor, the “RAAQ Insiders”) entered into a support agreement (the “Sponsor Support Agreement”), pursuant to which, each RAAQ Insider agreed, among other things, at any meeting of RAAQ shareholders called to seek the RAAQ Shareholders’ Approval, or in connection with any written consent of RAAQ shareholders or in any other circumstances upon which a vote, consent or other approval with respect to the Business Combination Agreement and the Transactions is sought, such RAAQ Insider (i) agreed to, if a meeting is held, appear at such meeting or otherwise cause any RAAQ Shares held by such RAAQ Insider to be counted as present at such meeting for purposes of establishing a quorum, and (ii) vote or cause to be voted the RAAQ Shares held by such RAAQ Insider in favor of the RAAQ Shareholders’ Approval or, if there are insufficient votes, in favor of adjournment. Each of the RAAQ Insiders also agreed, subject to the exceptions set forth in the Sponsor Support Agreement, to subject to certain transfer restrictions (i) 70% of IQM ADSs held by such RAAQ Insider immediately after the Merger Effective Time, for a period starting on the Closing Date and ending on the earliest to occur of (a) one year after the Closing Date and (b) subsequent to the Closing, (x) the date on which the last sale of IQM ADSs equals or exceeds $12.00 per IQM ADS (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period commencing at least 150 days after the Closing Date and (y) the date on which IQM completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in IQM’s shareholders having the right to exchange their IQM Ordinary Shares for cash, securities or other property, and (ii) all IQM Warrants and any IQM Ordinary Shares issued upon exercise of such warrants held by such RAAQ Insider immediately after the Merger Effective Time for 30 days after the Closing Date.

In addition, the Sponsor agreed to, effective as of and conditioned upon the Closing, forfeit for no consideration (i) 1,375,000 RAAQ Class B Ordinary Shares, and (ii) up to 3,725,000 RAAQ Warrants held by the Sponsor, with the number of warrants forfeited determined by the amount of remaining trust fund proceeds at Closing, such that (x) if remaining trust fund proceeds are less than or equal to $100,000,000, all such warrants are forfeited, and (y) if remaining trust fund proceeds exceed $100,000,000, the Sponsor retains a number of such warrants equal to 3,725,000 multiplied by a fraction, the numerator of which is the remaining trust fund proceeds and the denominator of which is $175,000,000 (the “Sponsor Forfeiture”).

The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and the terms of which are incorporated by reference herein.

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IQM Shareholder Lock-up Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, IQM, RAAQ and certain shareholders of IQM entered into shareholder lock-up agreements (each, a “IQM Shareholder Lock-up Agreement”), pursuant to which each such shareholder of IQM agreed, among other things, (a) not to transfer any shares of IQM currently held by it or received by it in connection with IQM Capital Restructuring until the Closing, subject to customary exceptions; and (b) subject to the exceptions set forth in the IQM Shareholder Lock-up Agreement, during the period beginning on the Closing and ending on the earlier of (x) one year after the Closing and (y) subsequent to the Closing, (A) the date on which the last sale price of IQM ADSs equals or exceeds $12.00 per ADS for 20 trading days within any 30 trading day period commencing at least 150 days after the Closing, or (B) the date on which IQM completes a liquidation, merger, share exchange, reorganization or other similar change-of-control transaction, to subject any IQM Ordinary Shares held by it immediately after Closing and any other securities of IQM issued to it in connection with the Business Combination (including, as applicable, IQM ADSs) to certain transfer restrictions, in each case subject to customary permitted transfers.

The foregoing description of IQM Shareholder Lock-up Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of IQM Shareholder Lock-up Agreement, the form of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

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IQM Shareholder Voting Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, IQM, RAAQ and certain shareholders of IQM entered into shareholder voting and support agreements (each, a “IQM Shareholder Voting Support Agreement”), pursuant to which each such shareholder of IQM agreed, among other things: (i) not to transfer any shares of IQM currently held by it or received by it in connection with IQM Capital Restructuring until the Closing, subject to customary exceptions; and (ii) at any meeting of IQM shareholders called to seek IQM Shareholders’ Approval, or in connection with any written consent of IQM shareholders or in any other circumstances upon which a vote, consent or other approval with respect to the Business Combination Agreement and the Transactions is sought, (a) if a meeting is held, to appear at such meeting or otherwise cause any shares of IQM held by such shareholder to be counted as present at such meeting for purposes of establishing a quorum, and (b) vote or cause to be voted the shares of IQM held by it in favor of the IQM Shareholders’ Approval or, if there are insufficient votes, in favor of adjournment.

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The foregoing description of IQM Shareholder Voting Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of IQM Shareholder Voting Support Agreement, the form of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

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PIPE Subscription Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, IQM entered into subscription agreements (each, a “PIPE Subscription Agreement” and collectively, the “PIPE Subscription Agreements”) with institutional and other accredited investors, including certain RAAQ Insiders (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to purchase, substantially concurrently with the Closing, an aggregate of approximately 13.4 million IQM ADSs, each IQM ADS representing one IQM Ordinary Share (the “PIPE Shares”), for a purchase price of $10.00 per ADS in a private placement, for an aggregate amount of approximately $134 million (the “PIPE Investment Amount”).

The issuance of the PIPE Shares pursuant to the PIPE Subscription Agreements is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Business Combination. Pursuant to the PIPE Subscription Agreements, IQM agreed to file with the SEC (at IQM’s sole cost and expense), within 30 calendar days after the date of Closing, a registration statement registering the resale of the PIPE Shares, and to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof.

The foregoing description of the PIPE Subscription Agreements do not purport to be complete and is qualified in its entirety by the terms and conditions of the PIPE Subscription Agreements, the forms of which are attached hereto as Exhibit 10.4 and Exhibit 10.5 and are incorporated herein by reference.

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Form of Registration Rights Agreement

Prior to the Merger Effective Time, the RAAQ Insiders, IQM and certain shareholders of IQM will enter into a registration rights agreement (the “Registration Rights Agreement”), effective upon the Closing, pursuant to which IQM will grant the RAAQ Insiders and certain applicable shareholders of IQM, registration rights and commit to use its commercially reasonable efforts to file a resale shelf registration statement on Form F-1 within 30 calendar days following the Closing.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Registration Rights Agreement, the form of which is attached hereto as Exhibit 10.6 and is incorporated herein by reference.

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Form of Warrant Assignment Agreement

Prior to the Closing, IQM, RAAQ, Lucky Lucko, Inc. d/b/a Efficiency (the “Existing Warrant Agent”) and a successor warrant agent to be appointed in connection with the Closing (the “New Warrant Agent”) will enter into a warrant assignment, assumption and amendment agreement (the “Warrant Assignment Agreement”), pursuant to which, among other things, RAAQ will assign to IQM, and IQM will assume, all of RAAQ’s rights, interests and obligations under the Warrant Agreement dated April 28, 2025, by and between RAAQ and the Existing Warrant Agent (the “RAAQ Warrant Agreement”), New Warrant Agent will be appointed as successor warrant agent under the Warrant Agreement, and the terms and conditions of the RAAQ Warrant Agreement will be amended and restated to, among other things, reflect the assumption of the RAAQ Warrants by IQM and the appointment of the successor warrant agent as described therein.

The foregoing description of the Warrant Assignment Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Warrant Assignment Agreement, the form of which is attached hereto as Exhibit 10.7 and is incorporated herein by reference.

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Item 7.01 RegulationFD Disclosure.

On February 23, 2026, RAAQ and IQM issued a joint press release announcing the execution of the Business Combination Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is an investor presentation that IQM has prepared for use in connection with the Transactions.

The foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibits 99.1 and 99.2.

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Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report, including statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of IQM, market size and growth opportunities, competitive position and technological and market trends, estimated implied pro forma enterprise value of IQM following the Merger (the “Combined Company”), the cash position of the Combined Company following the closing of the Transactions, RAAQ and IQM’s ability to consummate the Transactions, and expectations related to the terms and timing of the Transactions, as applicable, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,” “suggests,” “plan,” “believe,” “predict,” “potential,” “seek,” “future,” “propose,” “continue,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or the negatives of these terms or variations of them or similar terminology although not all forward-looking statements contain such terminology. All forward-looking statements are based upon current estimates and forecasts and reflect the views, assumptions, expectations, and opinions of RAAQ and IQM as of the date of this current report, and are therefore subject to a number of factors, risks and uncertainties, some of which are not currently known to RAAQ or IQM and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Some of these factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the outcome of any legal proceedings that may be instituted against RAAQ, IQM or others following the announcement of the Transactions, the Business Combination Agreement and other ancillary documents with respect thereto; (3) the amount of redemption requests made by RAAQ public shareholders and the inability to complete the Transactions due to the failure to obtain approval of the shareholders of RAAQ or to satisfy other conditions to closing, including but not limited to, the Minimum Cash Condition; (4) changes to the proposed structure of the Transactions that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Transactions; (5) the ability to meet stock exchange listing standards following the consummation of the Transactions; (6) the risk that the Transactions disrupt current plans and operations of IQM as a result of the announcement and consummation of the Transactions; (7) the ability to recognize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of IQM to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Transactions; (9) risks associated with changes in applicable laws or regulations and IQM’s international operations; (10) the possibility that IQM may be adversely affected by other economic, business, and/or competitive factors; (11) IQM’s estimates of expenses and profitability; (12) IQM’s mission, goals and strategies; (13) IQM’s future business development, financial condition and results of operations; (14) expected growth of the quantum computing technologies industry; (15) expected changes in IQM’s revenues, costs or expenditures; (16) IQM’s expectations regarding demand for and market acceptance of its products and services; (17) IQM’s expectations regarding its relationships with users, customers and third-party business partners; (18) competition in IQM’s industry; (19) relevant government policies and regulations relating to IQM’s industry; (20) general economic and business conditions globally and in jurisdictions where IQM operates; and (21) assumptions underlying or related to any of the foregoing. The foregoing list of factors is not exhaustive. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the documents filed by RAAQ from time to time with the SEC and the Registration Statement relating to the Transactions which is expected to be filed by IQM with the SEC and the other documents filed by IQM from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither RAAQ nor IQM presently know or that RAAQ or IQM currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of these factors, risks and uncertainties, the forward-looking events and circumstances discussed in this Current Report may not occur, and any estimates, assumptions, expectations, forecasts, views or opinions set forth in this Current Report should be regarded as preliminary and for illustrative purposes only and accordingly, undue reliance should not be placed upon the forward-looking statements. RAAQ and IQM assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

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Additional Information and Where to Find It

In connection with the Transactions, IQM will file the Registration Statement with the SEC, which will include a proxy statement/prospectus, which will be distributed to RAAQ’s shareholders in connection with its solicitation for proxies for the vote by RAAQ’s shareholders in connection with the Transactions. You are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC in connection with the Transactions when they become available because, among other things, they will contain updates to the financial, industry and other information herein as well as important information about RAAQ, IQM and the Transactions. Shareholders of RAAQ will be able to obtain a free copy of the proxy statement/prospectus when filed, as well as other filings containing information about RAAQ, IQM and the Transactions, without charge, at the SEC’s website located at www.sec.gov. This Current Report does not contain all the information that should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in Solicitation

RAAQ, IQM and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from RAAQ’s shareholders in connection with the Transactions. A list of the names of the directors, executive officers, other members of management and employees of RAAQ and IQM, as well as information regarding their interests in the Transactions, will be contained in the Registration Statement to be filed with the SEC by IQM. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC. You may obtain free copies of these documents from the sources indicated above.

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No Offer or Solicitation

This Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions, and does not constitute an offer to sell or the solicitation of an offer to buy any securities of RAAQ or IQM or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

7

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
2.1*	Business Combination Agreement, dated as of February 22, 2026, by and among RAAQ, IQM, Merger Sub and LuxCo.
10.1	Sponsor Support Agreement, dated as of February 22, 2026, by and among RAAQ, Sponsor, IQM and RAAQ Insiders.
10.2	Form<br> of Shareholder Lock-up Agreement, by and among RAAQ, IQM and certain shareholders of  IQM.
10.3	Form<br> of Shareholder Voting and Support Agreement, by and between RAAQ, IQM and certain shareholders of  IQM .
10.4	Form of Subscription Agreement (Institutions), by and between IQM and PIPE Investors.
10.5	Form of Subscription Agreement (Individuals), by and between IQM and PIPE Investors.
10.6	Form of Registration Rights Agreement, by and among RAAQ, the RAAQ Insiders, IQM and certain shareholders of  IQM.
10.7	Form of Warrant Assignment, Assumption and Amendment Agreement, by and among RAAQ, IQM, the Existing Warrant Agent and the New Warrant Agent.
99.1	Press Release, dated as of February 23, 2026.
99.2	Investor Presentation.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	Schedules have been omitted<br>pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
---	---

8

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SIGNATURE

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

Dated: February 23, 2026

REAL ASSET ACQUISITION CORP.
By:	/s/ Peter Ort
Name:	Peter Ort
Title:	Principal Executive Officer and Co-Chairman

9

Exhibit2.1

---

BUSINESSCOMBINATION AGREEMENT

---

byand among

---

IQMFinland Oy,

---

ECLIPSEQC S.à r.l.,

IQMUS LLC,

---

and

---

RealAsset Acquisition Corp.

datedas of February 22, 2026

Article I CERTAIN DEFINITIONS			4
	Section<br> 1.1	Definitions	4
	Section<br> 1.2	Construction	19
Article II TRANSACTIONS; CLOSING			21
	Section<br> 2.1	Pre-Closing<br> Actions	21
	Section<br> 2.2	The<br> Merger	22
	Section<br> 2.3	Closing<br> Statements	24
	Section<br> 2.4	Closing	25
	Section<br> 2.5	Establishment<br> of ADS Facility; Delivery of Merger Consideration	26
	Section<br> 2.6	Further<br> Assurances	28
	Section<br> 2.7	Dissenter’s<br> Rights	29
	Section<br> 2.8	Withholding	29
Article III REPRESENTATIONS AND WARRANTIES OF THE COMPANY			30
	Section<br> 3.1	Organization<br> and Qualification	30
	Section<br> 3.2	Subsidiaries	30
	Section<br> 3.3	Capitalization<br> of the Company	31
	Section<br> 3.4	Capitalization<br> of the Subsidiaries	32
	Section<br> 3.5	Authorization	32
	Section<br> 3.6	Consents;<br> No Conflicts	33
	Section<br> 3.7	Permits	34
	Section<br> 3.8	Compliance<br> with Sanctions Laws, Anti-Corruption Laws and Anti-Money Laundering Laws	34
	Section<br> 3.9	Tax<br> Matters	35
	Section<br> 3.10	Financial<br> Statements	36
	Section<br> 3.11	Absence<br> of Changes	37
	Section<br> 3.12	Actions	37
	Section<br> 3.13	Undisclosed<br> Liabilities	37
	Section<br> 3.14	Products<br> and Services	38
	Section<br> 3.15	Material<br> Contracts and Commitments	38
	Section<br> 3.16	Title;<br> Properties	40
	Section<br> 3.17	Intellectual<br> Property Rights	41
	Section<br> 3.18	Data<br> Security	43
	Section<br> 3.19	Labor<br> and Employee Matters	44
	Section<br> 3.20	Brokers	46
	Section<br> 3.21	Environmental<br> Matters	46
	Section<br> 3.22	Insurance	46
	Section<br> 3.23	Transactions<br> with Affiliates	46
	Section<br> 3.24	Foreign<br> Private Issuer	46
	Section<br> 3.25	Major<br> Customers and Major Suppliers	47
	Section<br> 3.26	Insolvency	47
	Section<br> 3.27	Subsidies<br> and Grants	47
	Section<br> 3.28	Litigation<br> and Disputes	48
	Section<br> 3.29	No<br> Additional Representation or Warranties	48
Article IV REPRESENTATIONS AND WARRANTIES OF SPAC			48
	Section<br> 4.1	Organization,<br> Good Standing, Corporate Power and Qualification	48
	Section<br> 4.2	Capitalization	49
	Section<br> 4.3	Corporate<br> Structure; Subsidiaries	50
	Section<br> 4.4	Authorization	50
	Section<br> 4.5	Consents;<br> No Conflicts	51

i

	Section<br> 4.6	Tax<br> Matters	51
	Section<br> 4.7	Financial<br> Statements	53
	Section<br> 4.8	Absence<br> of Changes	54
	Section<br> 4.9	Actions	54
	Section<br> 4.10	Brokers	54
	Section<br> 4.11	SEC<br> Filings	54
	Section<br> 4.12	Trust<br> Account	54
	Section<br> 4.13	Investment<br> Company Act; JOBS Act	55
	Section<br> 4.14	Business<br> Activities	55
	Section<br> 4.15	Nasdaq<br> Quotation	55
	Section<br> 4.16	SPAC<br> Related Parties	55
	Section<br> 4.17	No<br> Additional Representations and Warranties	56
Article V REPRESENTATIONS AND WARRANTIES OF MERGER SUB AND LUXCO			56
	Section<br> 5.1	Organization,<br> Good Standing, Corporate Power and Qualification	56
	Section<br> 5.2	Capitalization<br> and Voting Rights	56
	Section<br> 5.3	Corporate<br> Structure; Subsidiaries	57
	Section<br> 5.4	Authorization	57
	Section<br> 5.5	Consents;<br> No Conflicts	57
	Section<br> 5.6	Actions	58
	Section<br> 5.7	Brokers	58
	Section<br> 5.8	Business<br> Activities	58
	Section<br> 5.9	Entity<br> Classification	58
	Section<br> 5.10	No<br> Additional Representations and Warranties	58
	Section<br> 5.11	Clarification.	58
Article VI COVENANTS OF THE COMPANY AND ITS SUBSIDIARIES			59
	Section<br> 6.1	Conduct<br> of Business	59
	Section<br> 6.2	Access<br> to Information	62
	Section<br> 6.3	Acquisition<br> Proposals and Alternative Transactions	62
	Section<br> 6.4	D&O<br> Indemnification and Insurance	62
	Section<br> 6.5	Notice<br> of Developments	64
	Section<br> 6.6	Financials	64
	Section<br> 6.7	No<br> Trading	64
	Section<br> 6.8	Nasdaq<br> Listing	65
	Section<br> 6.9	Post-Closing<br> Directors and Officers of the Company	65
Article VII COVENANTS OF SPAC			65
	Section<br> 7.1	Nasdaq<br> Listing	65
	Section<br> 7.2	Conduct<br> of Business	65
	Section<br> 7.3	Access<br> to Information	67
	Section<br> 7.4	Acquisition<br> Proposals and Alternative Transactions.	67
	Section<br> 7.5	Public<br> Filings of SPAC	67
	Section<br> 7.6	Section<br> 16 Matters	68
	Section<br> 7.7	Trust<br> Account	68
	Section<br> 7.8	Qualification<br> as an Emerging Growth Company	68
	Section<br> 7.9	Resignations	68
Article VIII JOINT COVENANTS			68
	Section<br> 8.1	Regulatory<br> Approvals; Other Filings	68
	Section<br> 8.2	Preparation<br> of Proxy/Registration Statement; SPAC Shareholders’ Meeting and Approvals	69
	Section<br> 8.3	Support<br> of Transaction	72

ii

	Section<br> 8.4	Employee<br> Matters	72
	Section<br> 8.5	Tax<br> Matters	73
	Section<br> 8.6	Shareholder<br> Litigation	74
	Section<br> 8.7	PIPE<br> Financing	75
	Section<br> 8.8	Company<br> Capital Restructuring	75
	Section<br> 8.9	EU<br> Securities Regulation	75
	Section<br> 8.10	Termination<br> of Shareholders’ Agreements	76
Article IX CONDITIONS TO OBLIGATIONS			76
	Section<br> 9.1	Conditions<br> to Obligations of the Parties	76
	Section<br> 9.2	Conditions<br> to Obligations of SPAC at Closing	77
	Section<br> 9.3	Conditions<br> to Obligations of the Company, LuxCo and the Merger Sub at Closing	77
	Section<br> 9.4	Frustration<br> of Conditions	78
Article X TERMINATION/EFFECTIVENESS			78
	Section<br> 10.1	Termination	78
	Section<br> 10.2	Effect<br> of Termination	79
Article XI MISCELLANEOUS			80
	Section<br> 11.1	Trust<br> Account Waiver	80
	Section<br> 11.2	Extension;<br> Waiver	80
	Section<br> 11.3	Notices	80
	Section<br> 11.4	Assignment	82
	Section<br> 11.5	Rights<br> of Third Parties	82
	Section<br> 11.6	Expenses	82
	Section<br> 11.7	Governing<br> Law	82
	Section<br> 11.8	Waiver<br> of Trial by Jury	82
	Section<br> 11.9	Submission<br> to Jurisdiction	83
	Section<br> 11.10	Headings;<br> Counterparts	83
	Section<br> 11.11	Company’s<br> Knowledge; Knowledge of SPAC	83
	Section<br> 11.12	Disclosure<br> Letters	84
	Section<br> 11.13	Entire<br> Agreement	84
	Section<br> 11.14	Amendments	84
	Section<br> 11.15	Publicity	84
	Section<br> 11.16	Confidentiality	85
	Section<br> 11.17	Severability	85
	Section<br> 11.18	Enforcement	85
	Section<br> 11.19	Non-Recourse	86
	Section<br> 11.20	Non-Survival<br> of Representations, Warranties and Covenants	86
	Section<br> 11.21	Conflicts<br> and Privilege	87

Exhibits

Exhibit<br> A	Form<br> of Sponsor Support Agreement
Exhibit<br> B	Form<br> of Shareholder Lock-Up Agreement
Exhibit<br> C	Form<br> of Registration Rights Agreement
Exhibit<br> D	Form<br> of Warrant Assignment Agreement
Exhibit<br> E-1	Form<br> of Certificate of Merger
Exhibit<br> E-2	Form<br> of Plan of Merger
Exhibit<br> F	Form<br> of Amended Company Articles of Association
Exhibit<br> G	Form<br> of Voting and Support Agreement
Exhibit<br> H	Form<br> of PIPE Subscription Agreement

iii

INDEXOF DEFINED TERMS

Aalto University Convertible Loans	Section 1.1
Action	Section 1.1
ADS	Section 1.1
ADS Facility	Section 2.5(a)
Affiliate	Section 1.1
Aggregate Closing PIPE Proceeds	Section 1.1
Aggregate Transaction Proceeds	Section 1.1
Agreement	Introduction, Section 1.1
Amended Company Articles of Association	Section 2.1(a)(ii)
Anti-Corruption Laws	Section 1.1
Anti-Money Laundering Laws	Section 1.1
AoA Amendment	Section 2.1(a)(ii)
Audited Financial Statements	Section 3.10(a)
Authorization Notice	Section 2.7(c)
Benefit Plan	Section 1.1
Blue Sky	Section 8.2(a)(i)
Borenius	Section 11.21(b)
Business Combination	Recitals, Section 1.1
Business	Recitals
Business Day	Section 1.1
Cayman Act	Recitals, Section 1.1
Cayman Merger Filing Documents	Section 2.2(b)(ii)
Cayman Registrar	Section 1.1, Section 2.2(b)(ii)
CBA	Section 1.1
Certificate of Merger	Section 1.1, Section 2.2(b)(i)
Change of Control Transaction	Section 1.1
Closing	Section 1.1, Section 2.4(a)
Closing Date	Section 1.1, Section 2.4(a)
Closing Financial Statements	Section 6.6(a)
Code	Section 1.1
Company	Introduction, Section 1.1
Company Acquisition Proposal	Section 1.1
Company Articles of Association	Section 1.1
Company Board Recommendation	Section 8.2(c)(ii)
Company Board	Section 1.1
Company Capital Restructuring	Recitals
Company Change of Control Payment	Section 1.1
Company Closing Statement	Section 1.1, Section 2.3(b)

iv

Company Disclosure Letter	Section 1.1, Article III
Company IT Systems	Section 1.1
Company Lease	Section 3.16(c)
Company Licensed Intellectual Property	Section 1.1
Company Material Adverse Effect	Section 1.1
Company Material Lease	Section 3.16(c)
Company Merger Subs	Article V
Company Options	Section 1.1
Company Ordinary Shares	Section 1.1
Company Owned Intellectual Property	Section 1.1
Company Placement Agent Fees	Section 1.1
Company Preferred Shares	Section 1.1
Company Registered Intellectual Property	Section 1.1
Company Related Party Transactions	Section 1.1, Section 3.23(a)
Company Related Party	Section 1.1, Section 3.23(a)
Company Series B Warrants	Section 1.1
Company Shareholder	Section 1.1
Company Shareholders’ Agreements	Section 1.1
Company Shareholders’ Approval	Section 3.5(b)
Company Shareholders’ Meeting	Section 8.2(c)(i)
Company Software	Section 1.1
Company Transaction Expenses	Section 1.1
Company Transaction Proposals	Section 1.1
Company Warrant	Section 2.2(f)(iii)
Competing SPAC	Section 1.1
Confidential Information	Section 11.16
Continuing Option	Section 2.1(a)(iv)
Contract	Section 1.1
Control	Section 1.1
Conversion	Section 2.1(a)(i)
Conyers	Section 11.21(a)
Cooley	Section 11.21(b)
Copyrights	Section 1.1
D&O Indemnified Parties	Section 6.4(a)
D&O Insurance	Section 6.4(b)
D&O Tail	Section 6.4(b)
Deferred Underwriting Commission	Section 1.1

v

Definitive Company Representations	Section 1.1, Section 4.17
Definitive SPAC Representations	Section 1.1, Section 3.29
Deposit Agreement	Section 1.1, Section 2.5(a)
Depositary Bank	Section 1.1, Section 2.5(a)
Disclosure Letters	Section 1.1
Dissenting SPAC Shareholders	Section 2.7(a)
Dissenting SPAC Shares	Section 2.7(a)
DLLCA	Recitals, Section 1.1
Encumbrance	Section 1.1
Enforceability Exceptions	Section 3.5(a)
Environmental Laws	Section 1.1
Equity Securities	Section 1.1
ESOP	Section 1.1
Excess SPAC Transaction Expenses	Section 1.1
Exchange Act	Section 1.1
Exchange Agent Agreement	Section 2.5(b)
Exchange Agent	Section 1.1, Section 2.5(b)
Exercising Warrantholders	Section 2.5(e)
Ex-Im Laws	Section 1.1
Financial Statement Delivery Failure	Section 10.1(i)
Financials Delivery Date	Section 6.6(a)
FinCo Merger Plan	Section 1.1
FinCo Merger	Recitals, Section 1.1
Finnish Companies Act	Recitals, Section 1.1
Form F-4 Filing Date	Section 1.1
Form F-6	Section 2.5(a)
Fraud	Section 1.1
GAAP	Section 1.1
Generative AI Tools	Section 1.1, Section 3.17(m)
Governmental Authority	Section 1.1
Governmental Order	Section 1.1
Group	Section 1.1
Group Companies	Section 1.1
Hazardous Substances	Section 1.1
IFRS	Section 1.1
Inbound License	Section 3.15(a)(v)
Indebtedness	Section 1.1
Intellectual Property Rights	Section 1.1

vi

Interim Period	Section 6.1
Investment Company Act	Section 1.1
IPO	Section 1.1
IQM Group	Section 11.21(b)
JOBS Act	Section 1.1, Section 4.13, Section 7.8
Key Material Contract	Section 1.1
Kreos Capital Warrants	Section 1.1
Krogerus	Section 11.21(a)
Law	Section 1.1
Leased Real Property	Section 1.1
Letter of Transmittal	Section 2.5(g)
Liabilities	Section 1.1
Lookback Date	Section 3.12
Loyens	Section 11.21(b)
LTIP	Section 8.4(a)
LuxCo	Introduction
LuxCo Merger	Recitals
Luxembourg Companies Law	Recitals
Made Available	Section 1.1
Marks	Section 1.1
Material Contracts	Section 1.1, Section 3.15(a)
Material Customers	Section 1.1, Section 3.25(a)
Material Permits	Section 1.1, Section 3.7
Material Vendors	Section 1.1, Section 3.25(b)
Maximum Annual Premium	Section 6.4(b)
Merger	Recitals
Merger Consideration	Section 1.1, Section 2.2(f)(ii)
Merger Effective Time	Section 2.2(b)(ii)
Merger Sub	Introduction
Merger Sub Share	Section 5.2(a)(i)
Merger Sub Shareholder Approval	Recitals
Misrepresentation	Section 1.1
Most Recent Balance Sheet	Section 1.1
Mourant	Section 11.21(b)
Nasdaq	Section 4.15
NDA	Section 1.1
Non-Party Affiliate	Section 11.19
Non-Redeeming SPAC Shares	Section 1.1
OHSA	Section 3.19(l)
Open Source License	Section 1.1
Ordinary Course	Section 1.1
Organizational Documents	Section 1.1
Outbound License	Section 3.15(a)(v)
Outside Date	Section 10.1(g)
Patents	Section 1.1
Perkins	Section 11.21(a)
Permitted Encumbrances	Section 1.1
Person	Section 1.1
Personal Data	Section 1.1
PIPE Investment	Recitals, Section 1.1
PIPE Investors	Recitals, Section 1.1

vii

PIPE Subscription Agreements	Recitals
Placement Agent Fees	Section 1.1
Plan of Merger	Section 1.1, Section 2.2(b)(ii)
Pre-Share Split Ordinary Shares	Section 1.1
Pre-Share Split Shares	Section 1.1
Privacy Laws	Section 1.1
Privacy Requirements	Section 3.18(a)
Process	Section 1.1
Prohibited Person	Section 1.1
Prospectus Regulation	Section 1.1
Proxy Statement	Section 1.1
Proxy/Registration Statement	Section 8.2(a)(i)
RAAQ Group	Section 11.21(a)
Redeeming SPAC Shares	Section 1.1
Registered Intellectual Property	Section 1.1
---	---
Registrable Securities	Section 1.1
Registration Rights Agreement	Recitals
Registration Statement	Section 1.1
Regulatory Approvals	Section 8.1(a)
Related Party	Section 1.1
Remaining Trust Fund Proceeds	Section 1.1, Section 2.4(b)(iv)
Representatives	Section 1.1
Restructuring Documents	Section 8.8
Sanctions	Section 1.1
Sarbanes-Oxley Act	Section 1.1
SEC	Section 1.1
Securities Act	Section 1.1
Security Incident	Section 3.18(b)
Segregated Account	Section 2.4(b)(iv)
Share Split	Section 2.1(a)(iii)
Share Split Effective Time	Section 2.1(a)(iv)
Share Split Factor	Section 1.1
Shareholder Litigation	Section 8.6
Shareholder Lock-Up Agreement	Recitals
Software	Section 1.1
SPAC	Introduction
SPAC Accounts Date	Section 1.1
SPAC Acquisition Proposal	Section 1.1
SPAC ADS Recipients	Section 2.5(d)
SPAC Board Recommendation	Section 8.2(b)(ii)
SPAC Charter	Section 1.1
SPAC Class A Ordinary Shares	Section 1.1
SPAC Class B Conversion	Section 1.1, Section 2.1(c)
SPAC Class B Ordinary Shares	Section 1.1
SPAC Closing Statement	Section 1.1, Section 2.3(a)
SPAC Disclosure Letter	Section 1.1, Article IV
SPAC Financial Statements	Section 4.7(a)
SPAC Insider Letter	Recitals
SPAC Insiders	Recitals
SPAC Material Adverse Effect	Section 1.1
SPAC Ordinary Shares	Section 1.1
SPAC Preference Shares	Section 1.1
SPAC SEC Filings	Section 4.11
SPAC Securities	Section 1.1

viii

SPAC Shareholder	Section 1.1
SPAC Shareholder Redemption Amount	Section 1.1
SPAC Shareholder Redemption Right	Section 1.1
SPAC Shareholder Redemptions	Section 1.1, Section 2.3(a)
SPAC Shareholders’ Approval	Section 1.1
SPAC Shareholders’ Meeting	Section 8.2(b)(i)
SPAC Shares	Section 1.1
SPAC Transaction Expenses	Section 1.1
SPAC Transaction Proposals	Section 1.1
SPAC Treasury Shares	Section 1.1
SPAC Unit	Section 1.1
SPAC Warrant	Section 1.1
Sponsor	Recitals, Section 1.1
Sponsor Support Agreement	Recitals
Standard Inbound Licenses	Section 1.1
Standard Outbound Licenses	Section 1.1
Subsidiary	Section 1.1
Surviving Company	Recitals
Surviving Provisions	Section 10.2
Tax	Section 1.1
Tax Authority	Section 1.1
Tax Contest	Section 1.1
Tax Returns	Section 1.1
---	---
Taxes	Section 1.1
Terminating Company Breach	Section 10.1(e)
Terminating SPAC Breach	Section 10.1(f)
Trade Secrets	Section 1.1
Transaction Documents	Section 1.1
Transaction Expenses	Section 1.1
Transactions	Section 1.1
Transfer Taxes	Section 1.1
Treasury Regulations	Section 1.1
Trust Account	Section 1.1, Section 11.1
Trust Agreement	Section 1.1, Section 4.12
Trustee	Section 1.1, Section 4.12
U.S.	Section 1.1
Unanimous Written Consent	Section 8.2(c)(i)
Union	Section 1.1
Unit Separation	Section 2.2(f)(i)
Voting and Support Agreement	Recitals
Warrant Agent	Section 1.1
Warrant Agreement	Section 1.1
Warrant Assignment Agreement	Recitals
Willful Breach	Section 1.1
Written Objection	Section 2.7(c)

ix

BUSINESS COMBINATION AGREEMENT

THISBUSINESS COMBINATION AGREEMENT, dated as of February 22, 2026 (this “Agreement”), is made and entered into by and among (i) IQM Finland Oy (Finnish Business ID 2912625-6), a limited liability company (Fi. osakeyhtiö) incorporated under the laws of Finland (the “Company”), (ii) IQM US LLC, a limited liability company incorporated under the laws of Delaware and an indirect, wholly owned Subsidiary of the Company (“Merger Sub”), (iii) ECLIPSE QC S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 16, rue Eugène Ruppert, L - 2453 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under registration number B299105 and a direct, wholly owned Subsidiary of the Company (“LuxCo”), and (iv) Real Asset Acquisition Corp., a Cayman Islands exempted company (“SPAC”). Company, Merger Sub, LuxCo and SPAC are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.1.

RECITALS

WHEREAS, the Company is engaged in the development of scalable hardware for quantum computers, and adjacent software and services (the “Business”);

WHEREAS, SPAC is a “blank check” company and was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities;

WHEREAS, LuxCo was acquired by the Company for the purpose of effectuating the LuxCo Merger (as defined below);

WHEREAS, Merger Sub is an indirect wholly owned subsidiary of the Company, and was incorporated for the purpose of effectuating the Merger (as defined below);

WHEREAS, the parties hereto desire and intend to effect a business combination transaction whereby (i) immediately prior to the Merger Effective Time (as defined below), the Company and its shareholders will restructure the Company’s share capital by effectuating the Conversion and the Share Split (the Conversion, the AoA Amendment and the Share Split are described in Section 2.1(a) and hereinafter collectively referred to as the “Company Capital Restructuring”), (ii) promptly following the Share Split and at the Merger Effective Time, SPAC will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as an indirect and wholly owned Subsidiary of the Company (Merger Sub, as the surviving entity of the Merger, is sometimes referred to herein as the “Surviving Company”), with (a) the Merger to occur upon the terms and subject to the conditions set forth in this Agreement, the Delaware Limited Liability Company Act (the “DLLCA”), Part 16 of the Companies Act (As Revised) of the Cayman Islands (the “Cayman Act”) and other applicable laws, and (b) the Company Capital Restructuring to occur upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Finnish Limited Liability Companies Act (Fi. osakeyhtiölaki) (624/2006, as amended) (the “Finnish Companies Act”);

1

WHEREAS, the Company has received, concurrently with the execution and delivery of this Agreement, a Sponsor Support Agreement substantially in the form attached hereto as Exhibit A (the “Sponsor Support Agreement”) signed by the Company, SPAC, RAAQ Sponsor LLC, a Delaware limited liability company (“Sponsor”), and certain directors, officers and advisors of the SPAC that hold SPAC Class B Ordinary Shares (together with the Sponsor, collectively, the “SPAC Insiders”), pursuant to which, among other things, and subject to the terms and conditions set forth therein, each SPAC Insider agrees (a) to vote all SPAC Shares held by such SPAC Insider in favor of (i) the Transactions and (ii) the other SPAC Transaction Proposals, (b) to waive the anti-dilution rights of the SPAC Class B Ordinary Shares under the SPAC Charter, (c) to appear and be present at the SPAC Shareholders’ Meeting in person or by proxy for purposes of counting towards a quorum, (d) to vote all SPAC Shares held by such SPAC Insider against any proposals that would or would be reasonably likely to in any material respect impede the Transactions or any other SPAC Transaction Proposal, (e) not to redeem any SPAC Shares held by such SPAC Insider, (f) not to amend that certain letter agreement between SPAC, Sponsor and certain other parties thereto, dated as of April 28, 2025 (the “SPAC Insider Letter”), other than as contemplated in the Sponsor Support Agreement, (g) not to transfer any SPAC Securities held by such SPAC Insider other than as contemplated therein, (h) to unconditionally and irrevocably waive, and not to exercise, the Sponsor’s dissenters’ rights pursuant to the Cayman Act in respect of all SPAC Shares held by such SPAC Insider with respect to the Merger, to the extent applicable, and (i) to become subject to a lock-up of the Company Ordinary Shares in the form of Company ADSs constituting the Merger Consideration to be received by such SPAC Insider in the Merger for the applicable Lock-Up Period (as defined in the Sponsor Support Agreement), subject to certain exceptions set forth therein;

WHEREAS, the SPAC has received, concurrently with the execution and delivery of this Agreement, a Shareholder Lock-Up Agreement substantially in the form attached hereto as Exhibit B (each, a “Shareholder Lock-Up Agreement”) signed by SPAC, the Company and certain Company Shareholders, pursuant to which, among other things, and subject to the terms and conditions set forth therein, the Company Shareholders party thereto agree to a lock-up of the Company Ordinary Shares held by them during the applicable Lock-Up Period (as defined in the Shareholder Lock-Up Agreement), subject to certain exceptions set forth therein;

WHEREAS, in connection with the Merger, the Company, Sponsor, SPAC and certain applicable Company Shareholders agree to enter into a registration rights agreement substantially in the form attached hereto as Exhibit C prior to the Merger, effective upon the Closing (the “RegistrationRights Agreement”), pursuant to which, among other things, the Company shall grant the Sponsor, certain Affiliates of the SPAC, certain holders of SPAC Ordinary Shares and SPAC Warrants, and certain applicable Company Shareholders, registration rights and commit to file a resale shelf registration statement on Form F-1;

WHEREAS, in connection with the Merger, the Company, SPAC and the Warrant Agent thereunder shall enter into a warrant assignment, assumption and amendment agreement substantially in the form attached hereto as Exhibit D (the “Warrant Assignment Agreement”), effective as of the Merger Effective Time (as defined below), pursuant to which SPAC shall assign to the Company all of its rights, interests, and obligations in and under the Warrant Agreement, which shall amend the Warrant Agreement to change all references to Warrants (as such term is defined therein) to Company Warrants (and all references to Ordinary Shares (as such term is defined therein) underlying such Warrants to Company Ordinary Shares) and which shall cause each outstanding whole Company Warrant to represent the right to receive, from the Closing, one whole Company Ordinary Share;

WHEREAS, SPAC Board has unanimously (a) determined that (x) it is fair to, advisable and in the best interests of SPAC to enter into this Agreement, and to consummate the Merger and the other Transactions, and (y) the Transactions constitute a “Business Combination” as such term is defined in the SPAC Charter, (b) (i) approved and declared advisable this Agreement and the execution, delivery and performance of this Agreement and the consummation of the Transactions (including the Merger), and (ii) approved and declared advisable to enter into the Plan of Merger, the Sponsor Support Agreement, the Warrant Assignment Agreement, the Shareholder Lock-Up Agreements, the Registration Rights Agreement, and each other Transaction Document to which SPAC is a party and the execution, delivery and performance thereof, (c) resolved to recommend the approval and authorization of this Agreement, the Plan of Merger, the consummation of the Merger and the other Transactions by the shareholders of SPAC, and (d) directed that this Agreement and the Plan of Merger be submitted to the shareholders of SPAC for their approval and authorization;

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WHEREAS, LuxCo, as the sole member of Merger Sub has: (i) determined that it is in the best interests of Merger Sub and LuxCo (as sole member of Merger Sub), and declared it advisable, to enter into this Agreement and the Transaction Documents to which Merger Sub is a party, and to consummate the Merger and the other Transactions; and (ii) approved and recommended the adoption and approval of this Agreement by Merger Sub (the “Merger Sub Shareholder Approval”);

WHEREAS, following the Closing, at the election of and in the sole discretion of Company, the Surviving Company may merge with and into LuxCo (the “LuxCo Merger”), with LuxCo surviving the LuxCo Merger as a direct and wholly owned Subsidiary of the Company, and with the LuxCo Merger to occur upon the terms and subject to the conditions set forth in the LuxCo merger plan to be published on the RCS and the RESA (Receuil Electronique des Sociétés et Associations) in Luxembourg and in accordance with articles 1020-1 to 1024-1 of the Luxembourg law of 10 August 1915 on commercial companies, as amended (the “Luxembourg CompaniesLaw”) and the DLLCA;

WHEREAS, following the LuxCo Merger, if any, at the election of and in the sole discretion of the Company, LuxCo may merge with and into the Company (the “FinCo Merger”), with the Company surviving the FinCo Merger, and with the FinCo Merger to occur upon the terms and subject to the conditions set forth in the FinCo Merger Plan and in accordance with articles 1025-1 to 1025-20 of the Luxembourg Companies Law and the Finnish Companies Act;

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WHEREAS, the Company Board has unanimously (i) determined that it is fair to, advisable and in the best interests of the Company to enter into this Agreement and to consummate the Transactions, (ii) (x) approved and declared advisable this Agreement and the execution, delivery and performance of this Agreement and the consummation of the Transactions and (y) approved and declared advisable the Sponsor Support Agreement, the Shareholder Lock-Up Agreements, the Warrant Assignment Agreement, the Registration Rights Agreement, each other Transaction Document to which the Company is a party and the execution, delivery and performance thereof, (iii) recommended the approval of the Transactions to the shareholders of the Company, (iv) directed that authorization to issue the Company Ordinary Shares to be deposited for delivery of ADSs constituting the Merger Consideration be submitted to the shareholders of the Company for their approval and authorization and (v) directed that the Transactions and the Company Transaction Proposals, be submitted to the shareholders of the Company for their approval and authorization;

WHEREAS, concurrently with the execution and delivery of this Agreement and as a condition and inducement to SPAC’s willingness to enter into this Agreement, certain Company Shareholders representing at least two-thirds (2/3) of the issued and outstanding Pre-Share Split Shares, which shall include (i) holders of a majority of the issued and outstanding Series B Preferred Shares and (ii) holders of more than seventy-five percent (75%) of the issued and outstanding Company Preferred Shares are executing a voting and support agreement substantially in the form attached hereto as Exhibit G (a “Voting and Support Agreement”); and

WHEREAS, concurrently with the execution of this Agreement, the Company has entered into, or will enter into, subscription agreements with third-party investors named therein (such investors, collectively, with any permitted assignees or transferees, the “PIPE Investors”), substantially in the form attached hereto as Exhibit H (the “PIPE Subscription Agreements”), pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors, an aggregate number of Company Ordinary Shares (or ADSs, as the case may be), which, for the avoidance of doubt, may be treasury shares held by the Company, as set forth in the Subscription Agreements, at $10.00 per share in exchange for an aggregate purchase price of $134.33 million in a private placement or placements to be consummated substantially concurrently with the Closing, on the terms and subject to the conditions set forth in such Subscription Agreements (such issuance and sale, the “PIPE Investment”).

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

ArticleI

CERTAIN DEFINITIONS

Section1.1 Definitions. As used herein, the following terms shall have the following meanings:

“AaltoUniversity Convertible Loans” means the convertible loan agreements dated September 14, 2021, between the Company and Aalto University Foundation sr.

“Action” means any charge, claim, action, complaint, prosecution, investigation, appeal, suit, litigation, arbitration or other similar proceeding initiated or conducted by a mediator, arbitrator or Governmental Authority, whether administrative, civil, regulatory or criminal, and whether at law or in equity, or otherwise under any applicable Law.

“ADSs” means American Depositary Shares issued pursuant to the Deposit Agreement, each representing contractual rights with respect to one Company Ordinary Share.

“Affiliate” means, with respect to any Person, any other Person which, directly or indirectly, Controls, is Controlled by or is under common Control with such Person. In the case of a Person which is a fund or which is directly or indirectly Controlled by a fund, the term “Affiliate” also includes (a) any of the general partners of such fund, (b) the fund manager managing such fund, any other person which, directly or indirectly, Controls such fund or such fund manager, or any other funds managed by such fund manager and (c) trusts (excluding the Trust Account for all purposes other than for the sole purpose of the release of the proceeds of the Trust Account in accordance with this Agreement and the Trust Agreement) Controlled by or for the benefit of any Person referred to in (a) or (b).

“AggregateClosing PIPE Proceeds” means an amount equal to (a) the aggregate cash proceeds actually received by the Company in respect of the PIPE Investment, minus (b) any fees paid or payable to the placement agent in connection with the PIPE Investment (the “Placement Agent Fees”).

“AggregateTransaction Proceeds” means an amount equal to (a) the sum (without duplication) of (i) the Remaining Trust Fund Proceeds (after, for the avoidance of doubt, giving effect to (x) all of the SPAC Shareholder Redemptions and (y) payment from the Trust Account of the amounts due to the underwriters of SPAC’s initial public offering for their deferred underwriting commissions as set forth in the Trust Agreement, (the “Deferred Underwriting Commission”)), (ii) funds held by SPAC outside of the Trust Account and (iii) the Aggregate Closing PIPE Proceeds, minus (b) without duplication, the SPAC Transaction Expenses; provided that, for purposes of this Aggregate Transactions Proceeds calculation, the SPAC Transaction Expenses shall not include any Company Transaction Expenses.

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

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“Anti-CorruptionLaws” means, collectively, (a) the U.S. Foreign Corrupt Practices Act (FCPA), as amended, (b) Chapter 16, Sections 13, 14, 14 a and 14 b and Chapter 30, Sections 7, 7 a, 8 and 8 a of the Finnish Criminal Code (39/1889, as amended) (Fi. rikoslaki (39/1889)), (c) Laws adopted in furtherance of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and (d) any other applicable anti-bribery or anti-corruption Laws of any jurisdiction related to combatting bribery, corruption and money laundering.

“Anti-MoneyLaundering Laws” means all financial recordkeeping and reporting requirements and all money laundering-related laws of jurisdictions where the Company or its Subsidiaries conducts business or owns assets, and any related or similar Law targeting the prohibition of money laundering or terrorist financing issued, administered or enforced by any Governmental Authority.

“BenefitPlan” means any compensation or benefit plan, program, policy, practice, Contract, agreement, or other arrangement, including any employment, individual consulting, severance, termination pay, nonqualified deferred compensation, retirement, paid time off, vacation, profit sharing, incentive, bonus, health, welfare, performance-based incentive awards, equity or equity-based compensation (including stock option, equity purchase, equity ownership, and restricted stock unit), disability, life insurance, fringe benefits, retention or stay-bonus, transaction or change-in control agreement, or other compensation or benefits, whether written, unwritten or otherwise, that is sponsored, maintained, contributed to or required to be contributed to by any Group Company for the benefit of any current or former employee, director or officer or individual service provider of any of the Group Companies or otherwise with respect to which the Company or its Subsidiaries has any liability, in each case other than any such plan, scheme, arrangement or statutory benefit plan that the Company or any of its Subsidiaries are mandated to maintain or contribute to by a Governmental Authority or other Laws.

“BusinessCombination” has the meaning given in the SPAC Charter.

“BusinessDay” means a day on which (i) commercial banks are open for business in Finland, New York, U.S., and the Cayman Islands, except a Saturday, Sunday or public holiday (gazetted or ungazetted and whether scheduled or unscheduled) or (ii) the CSD System (as defined in the rules of Euroclear Finland Oy) is open.

“CaymanAct” has the meaning set forth in the Recitals to this Agreement.

“CaymanRegistrar” has the meaning set forth in Section 2.2(b)(ii).

“CBA” means any collective bargaining agreement or other agreement with any labor organization, labor union, works council or other employee representative or any other Contract with a labor union, labor organization, works council, employee delegate, representative or other employee collective group.

“Certificateof Merger” has the meaning set forth in Section 2.2(b)(i).

“Changeof Control Transaction” means any transaction or series of related transactions (a) under which any Person(s), directly or indirectly, acquires or otherwise purchases (i) another Person or any of its Affiliates or (ii) all or a material portion of assets, businesses or equity securities of another Person, and (b) that results, directly or indirectly, in the shareholders of a Person as of immediately prior to such transaction holding, in the aggregate, less than fifty percent (50%) of the voting shares of such Person (or any successor or parent company of such Person) immediately after the consummation thereof (in the case of each of clause (a) and (b), whether by merger, consolidation, tender offer, recapitalization, purchase or issuance of equity securities, tender offer or otherwise).

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“Closing” has the meaning set forth in Section 2.4(a).

“ClosingDate” has the meaning set forth in Section 2.4(a).

“Code” means the Internal Revenue Code of 1986, as amended.

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

“CompanyAcquisition Proposal” means (a) any, direct or indirect, acquisition by any third party, in one transaction or a series of transactions, of the Company or of more than five percent (5%) of the consolidated total assets, Equity Securities or businesses of the Company and its Controlled Affiliates taken as a whole (whether by merger, consolidation, scheme of arrangement, business combination, reorganization, recapitalization, purchase or issuance of Equity Securities, purchase of assets, tender offer or otherwise) other than the Transactions; (b) any direct or indirect acquisition by any third party, in one transaction or a series of transactions, of voting Equity Securities representing more than five percent (5%), by voting power, of (x) the Company (whether by merger, consolidation, recapitalization, purchase or issuance of Equity Securities, tender offer or otherwise) or (y) the Company’s Controlled Affiliates which comprise more than five percent (5%) of the consolidated total assets, revenues or earning power of the Company and its Controlled Affiliates taken as a whole, in each case, other than the Transactions; (c) any direct or indirect acquisition by any third party, in one transaction or a series of transactions, of more than five percent (5%) of the consolidated total assets, revenues or earning power of the Company and its Controlled Affiliates taken as a whole, other than by SPAC or its Affiliates or pursuant to the Transactions; or (d) the issuance by the Company of more than five percent (5%) of its voting Equity Securities as consideration for the assets or securities of a third party (whether an entity, business or otherwise), in each case, to the extent (x) expressly permitted under Section 6.1(c) or Section 6.1(i) or (y) with the prior consent of SPAC, if required under Section 6.1(c) or Section 6.1(i), and except (i) the transactions as contemplated in the PIPE Subscription Agreements (whether such agreements are in place as of the date of this Agreement or they are entered into after the date of this Agreement by the Company), (ii) exercises of Aalto University Convertible Loans, Company Series B Warrants, Kreos Capital Warrants or Company Options or (iii) as part of a potential dual listing on Nasdaq Helsinki Ltd.

“CompanyArticles of Association” means the Articles of Association of the Company, in force at the date of this Agreement, as the same may be further amended or restated.

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

“CompanyChange of Control Payment” means (a) any success, change of control, retention, transaction bonus or other similar payment or amount to any Person as a result of or in connection with this Agreement or the transactions contemplated hereby or any other Change of Control Transaction (including any such payments or similar amounts that may become due and payable based upon the occurrence of one or more additional circumstances, matters or events) or (b) any payments made or required to be made pursuant to or in connection with or upon termination of, and any fees, expenses or other payments owing or that will become owing in respect of, any Company Related Party Transaction (in the case of each of clause (a) and (b), regardless of whether paid or payable prior to, at or after the Closing or in connection with or otherwise related to this Agreement or any Transaction Document).

“CompanyClosing Statement” has the meaning set forth in Section 2.3(b).

“CompanyDisclosure Letter” has the meaning set forth in Article III.

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“CompanyIT Systems” means all computer systems, Software and hardware, communication systems, servers and network equipment and databases (including those that are used to Process data), including any outsourced systems, in each case, to the extent owned, licensed or leased by a Group Company.

“CompanyLicensed Intellectual Property” means Intellectual Property Rights owned or held by any Person (other than a Group Company) that is licensed to any Group Company.

“CompanyMaterial Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on (i) the business, results of operations or condition (financial or otherwise) of the Group Companies, taken as a whole or (ii) the ability of the Company to consummate the transactions contemplated to be consummated by the Company on the Closing Date in accordance with the terms of this Agreement, provided, however, that none of the following, either alone or in combination, shall constitute or be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably expected to occur: any adverse change, event, effect or occurrence arising after the date of this Agreement resulting from or related to (a) general business or economic conditions in or affecting Finland or the United States, or changes therein, or the global economy generally, (b) any outbreak or escalation of war or hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place where the Company conducts business, of any military or terrorist attack, civil unrest, cyber-attack, cyberterrorism, riots, prolonged demonstrations or public disorders, or changes in global national, regional, state or location political conditions, or any escalation or worsening thereof, (c) changes in the financial, banking, capital or securities markets generally in Finland, the United States or any other country or region in the world, or changes in interest rates in Finland, the United States or any other country and changes in exchange rates for the currencies of any countries, (d) changes or proposed changes in, or changes or proposed changes in the interpretation of, any applicable Laws, regulatory framework, IFRS or GAAP, (e) any change in the quantum computing industry generally, (f) the negotiation, execution or delivery of this Agreement, public announcement of this Agreement or the pendency or consummation of the transactions contemplated by this Agreement, (g) any failure by any Group Company to meet, or changes to, any internal or published budgets, projections, forecasts, estimates or predictions (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition pursuant to clauses (a) through (f) or (h)), (h) any hurricane, tornado, flood, earthquake, tsunami, mudslides, wild fires, acts of God or other natural disasters or comparable events in Finland, the United States or any other country or region in the world, or any escalation of the foregoing, (i) any epidemics, pandemics, disease outbreaks or quarantines, (j) the imposition of or increase in tariffs or trade wars, (k) the taking of any action required by the terms of this Agreement or any Transaction Document or (l) any actions taken or omitted to be taken by a Group Company at the written request or with the prior written consent of SPAC; provided, however, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clauses (a) through (f) or (h) may be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur to the extent such change, event, effect or occurrence has a disproportionate adverse effect on the Group Companies, taken as a whole, relative to other participants operating in the industries or markets in which the Group Companies operate.

“CompanyOptions” means all share options to acquire Pre-Share Split Ordinary Shares granted under the ESOP, whether or not exercisable immediately prior to the Merger Effective Time.

“CompanyOrdinary Shares” means ordinary shares of the Company, with no nominal value, the rights, preferences, privileges and restrictions of which are set out in the Amended Articles of Association.

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“CompanyOwned Intellectual Property” means all Intellectual Property Rights that are owned or purported to be owned by any Group Company, including Company Registered Intellectual Property.

“CompanyPreferred Shares” means, collectively, the Company Convertible Series Seed Preferred Shares, Company Convertible Series A-1 Preferred Shares, Company Convertible Series A-2 Preferred Shares and Company Convertible Series B Preferred Shares.

“CompanyRegistered Intellectual Property” means all Registered Intellectual Property owned by, or filed in the name of, any Group Company.

“CompanyRelated Party” has the meaning set forth in Section 3.23.

“CompanyRelated Party Transactions” has the meaning set forth in Section 3.23.

“CompanySeries B Warrants” means all share options to acquire Pre-Share Split Series B Shares granted under the Series B investment agreement relating to the Company, whether or not exercisable and whether or not issued immediately prior to the Merger Effective Time.

“CompanyShareholder” means any holder of any issued and outstanding Pre-Share Split Shares as of any determination time prior to the Share Split or any holder of any issued and outstanding Company Ordinary Shares immediately after the Share Split and immediately prior to the Merger Effective Time.

“CompanyShareholders’ Agreements” mean, collectively, the Third Amended and Restated Shareholders’ Agreement in respect of the Company, dated as of March 11, 2025, and the Minority Shareholders’ Agreement, dated March 11, 2025, as they both may be further amended and/or restated from time to time.

“CompanySoftware” means any Software that was authored by or on behalf of any Group Company and embodies any Company Owned Intellectual Property.

“CompanyTransaction Expenses” means any out-of-pocket fees and expenses paid or payable by the Company or any of its Subsidiaries (including LuxCo and the Merger Sub, but excluding SPAC prior to the Merger Effective Time) or Affiliates (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the Transactions, including (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, as appointed by the Company or any of its Subsidiaries or Affiliates, (b) any and all filing fees payable by the Company to the Governmental Authorities in connection with the Transactions and (c) any Placement Agent Fees (x) for which the Company has contracted as of the date of this Agreement, including the Placement Agent Fees pursuant to the Contracts set forth in Section 1.1 of the Company Disclosure Letter, or (y) to the extent payable under a Contract executed by the Company, or otherwise agreed by the Company in writing as being payable by the Company after the date hereof (the “CompanyPlacement Agent Fees”); provided, that SPAC shall not be deemed a Subsidiary of the Company for purposes of this term; and provided, further, that SPAC Transaction Expenses shall not be Company Transaction Expenses.

“CompanyTransaction Proposals” means each proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactions by the Company, but in any event including, unless otherwise agreed upon in writing by SPAC and the Company: (a) the adoption of the Amended Company Articles of Association, (b) the approval of the Company Capital Restructuring, including the Share Split, (c) the approval of the Transactions, (d) the approval of or authorization to the Company Board for the directed issuance of the Merger Consideration, (e) the approval of or authorization to the Company Board for the assumption of SPAC Warrants to be converted into Company Warrants, (f) the election of directors to the Company Board, if applicable, and (g) the approval and authorization of each other proposal that the Nasdaq or the SEC (or staff members thereof) indicates is necessary in connection with the Company’s application to list and the listing of the Registrable Securities.

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“CompetingSPAC” means any publicly traded special purpose acquisition company other than SPAC.

“Contract” means any legally binding written, oral or other agreement, contract, subcontract, lease, instrument, note, option, warranty, purchase order, license, sublicense, mortgage, guarantee, purchase order, insurance policy or commitment or undertaking of any nature that has any outstanding rights or obligations.

“Control” means in relation to any Person, the possession, directly or indirectly, of the ability to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities, by Contract or otherwise, and “Controlled”, “Controlling” and “under common Control with” shall be construed accordingly.

“DefinitiveCompany Representations” has the meaning set forth in Section 4.17.

“DefinitiveSPAC Representations” has the meaning set forth in Section 3.29.

“DepositAgreement” means that certain deposit agreement to be entered into by and among the Company, the Depositary Bank and all holders and beneficial holders from time to time of the ADSs, pursuant to which the ADSs to be issued will be issued.

“DepositaryBank” means the depositary bank acting as depositary under the Deposit Agreement.

“DisclosureLetters” means, as applicable, the Company Disclosure Letter and the SPAC Disclosure Letter.

“DLLCA” has the meaning set forth in the Recitals.

“Encumbrance” means any mortgage, charge (whether fixed or floating), pledge, lien, license, covenant not to sue, option, right of first offer, refusal or negotiation, hypothecation, assignment, deed of trust, title retention or other similar encumbrance of any kind whether consensual, statutory or otherwise.

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

“EquitySecurities” means, with respect to any Person, (a) any capital stock, shares, equity interests, membership interests, partnership interests or registered capital, joint venture or other voting securities of, or other ownership interests in, such Person, and (b) 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, joint venture or other voting securities of, or other ownership interests in, such Person (whether or not such derivative securities are issued by such Person).

“ESOP” means, collectively, the Employee Stock Option Plans 1-4, as each of them may be amended from time to time.

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“Ex-ImLaws” means all applicable Laws relating to export, re-export, transfer and import controls, including but not limited to (1) Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items, (2) the Finnish Act on the Export Control of Dual-Use Items (500/2024) (Fi. laki kaksikäyttötuotteiden vientivalvonnasta (500/2024)), and (3) the Export Administration Regulations and the customs and import Laws administered by U.S. Customs and Border Protection.

“ExcessSPAC Transaction Expenses” means the amount, if any, by which the SPAC Transaction Expenses exceed $7,500,000. For purposes of this definition, the term “SPAC Transaction Expenses” shall exclude any Company Placement Agent Fees.

“ExchangeAct” means the U.S. Securities Exchange Act of 1934, as amended.

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

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

“FinCoMerger Plan” means the merger plan, including the appendices thereto, to be executed by the Company and LuxCo.

“FinnishCompanies Act” has the meaning set forth in the Recitals.

“FormF-4 Filing Date” means the date the initial Proxy/Registration Statement is filed with and accepted by the SEC.

“Fraud” means actual and intentional common law fraud under Delaware Law with respect to the making of the Definitive Company Representations or the Definitive SPAC Representations, as applicable.

“GAAP” means United States generally accepted accounting principles as in effect from time to time.

“GenerativeAI Tools” has the meaning set forth in Section 3.17(m).

“GovernmentalAuthority” means the government of any nation, province, state, city, locality, territorial or other political subdivision of any thereof, any entity exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or pertaining to government, regulation or compliance, or any arbitrator or arbitral body, any self-regulated organization, stock exchange, or quasi-governmental authority.

“GovernmentalOrder” means any applicable order, ruling, decision, verdict, decree, writ, subpoena, mandate, consent, approval, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Authority.

“Group” or “Group Companies” means the Company and its Subsidiaries, and “Group Company” means any of them.

“HazardousSubstances” means any material, substance, waste or other pollutant or contaminant that is regulated by, or for which standards of conduct may be imposed or may give rise to Liability pursuant to, any Environmental Law, including any petroleum products or byproducts, noise, odor, mold, asbestos, lead, polychlorinated biphenyls, per- and poly-fluoroalkyl substances, or radon.

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“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board as and as adopted by the European Union.

“Indebtedness” means with respect to any Person, without duplication, any obligations, contingent or otherwise, in respect of (a) the principal of and premium (if any) in respect of all indebtedness for borrowed money, including accrued interest and any per diem interest accruals, including any amount due to any shareholder of such Person, (b) the principal and accrued interest components of capitalized lease obligations under IFRS, (c) amounts drawn (including any accrued and unpaid interest) on letters of credit, bank guarantees, bankers’ acceptances and other similar instruments (solely to the extent such amounts have actually been drawn), (d) the principal of and premium (if any) in respect of obligations evidenced by bonds, debentures, notes and similar instruments, (e) the termination value of interest rate protection agreements and currency obligation swaps, hedges or similar arrangements (without duplication of other indebtedness supported or guaranteed thereby), (f) the principal component of all obligations to pay the deferred and unpaid purchase price of property and equipment which have been delivered, including “earn outs,” “seller notes,” “exit fees” and “retention payments,” but excluding payables arising in the Ordinary Course, (g) breakage costs, prepayment or early termination premiums, penalties, or other fees or expenses payable as a result of the consummation of the Transactions in respect of any of the items in the foregoing clauses (a) through (f), and (h) all Indebtedness of another Person referred to in clauses (a) through (g) above guaranteed directly or indirectly, jointly or severally.

“IntellectualProperty Rights” means all intellectual property rights of every kind and nature, however denominated, throughout the world, including: (a) patents and patent applications, utility models, industrial designs and design patent rights, including any continuations, divisionals, continuations-in-part, continuing prosecution applications, provisional applications, and statutory invention registrations, and any patents issuing on any of the foregoing, and any patents or patent applications to which any of the foregoing claims priority, and any counterparts worldwide claiming priority to any of the foregoing, and any reissues, reexaminations, substitutes, renewals, supplementary protection certificates, extensions of any of the foregoing (collectively, “Patents”); (b) rights in trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, Internet domain names, corporate names and other source or business identifiers, together with the goodwill associated with any of the foregoing, and all applications, registrations, extensions and renewals of any of the foregoing (collectively, “Marks”); (c) copyrights, sui generis rights in technical databases, technical data, design rights, and mask work rights, whether or not registered or published, and all registrations, applications renewals, extensions and reversions of any of any of the foregoing (collectively, “Copyrights”); (d) rights in confidential information, inventions, and Trade Secrets; (e) Software; (f) “moral” rights, rights of publicity or privacy, data base or data collection rights and other similar intellectual property rights; (g) all other intellectual or proprietary rights similar to the foregoing; (h) if applicable, registrations, applications, and renewals for any of the foregoing in (a)-(g); and (i) all causes of action and rights to sue or seek other remedies arising from or relating to any past or ongoing infringement, violation or misappropriation of the foregoing.

“InvestmentCompany Act” means the U.S. Investment Company Act of 1940, as amended.

“IPO” means initial public offering.

“JOBSAct” has the meaning set forth in Section 4.13.

“KeyMaterial Contract” means any Material Contract set forth in Section 3.15(a)(i), Section 3.15(a)(vi), Section 3.15(a)(viii), Section 3.15(a)(ix), Section 3.15(a)(xiii), Section 3.15(a)(xv), Section 3.15(a)(xvi) or Section 3.15(a)(xix).

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“KreosCapital Warrants” means all share options to acquire Pre-Share Split Series B Shares granted under the warrant agreement dated December 23, 2025 between the Company and Kreos Capital VII Aggregator SCSp, whether or not exercisable immediately prior to the Merger Effective Time.

“Law” means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority, or any provisions or interpretations of the foregoing, including general principles of common and civil law and equity.

“LeasedReal Property” means any real property subject to a Company Lease.

“Liabilities” means debts, liabilities and obligations (including Taxes), whether accrued or fixed, absolute or contingent, matured or unmatured, deferred or actual, determined or determinable, known or unknown, including those arising under any law, action or Governmental Order and those arising under any Contract.

“MadeAvailable” means, unless the context otherwise requires, that a copy of the subject documents or other materials has been provided physically or electronically by the Company, its Subsidiary or any of their respective Representatives to SPAC or its Representatives at least two (2) Business Days prior to the date hereof, either by email or through virtual data room.

“MaterialContracts” has the meaning set forth in Section 3.15(a).

“MaterialCustomers” has the meaning set forth in Section 3.25(a).

“MaterialPermits” has the meaning set forth in Section 3.7.

“MaterialVendors” has the meaning set forth in Section 3.25(b).

“MergerConsideration” has the meaning set forth in Section 2.2(f)(ii).

“Misrepresentation” means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

“MostRecent Balance Sheet” means the audited consolidated balance sheet of the Company as of December 31, 2024.

“NDA” means the Confidentiality Agreement, dated as of May 22, 2025, between SPAC and the Company.

“Non-RedeemingSPAC Shares” means, without duplication, SPAC Ordinary Shares in respect of which the holder thereof is eligible (as determined in accordance with the SPAC Charter) and has not validly exercised (or has validly revoked, withdrawn or lost) his, her or its SPAC Shareholder Redemption Right, excluding (i) Redeeming SPAC Shares and (ii) Dissenting SPAC Shares.

“OpenSource License” means any Contract that: (a) licenses Software or other material as “free software” or “open source software”; (b) is, or is substantially similar to, a license currently, previously or in the future approved by the Open Source Initiative and listed at http://www.opensource.org/licenses, which licenses include all versions of the GNU GPL, the GNU LGPL, the GNU Affero GPL, the MIT license, the Eclipse Public License, the Common Public License, the CDDL, the Mozilla Public License, the Academic Free License, the BSD license and the Apache License; or (c) requires or that conditions any rights granted in such license upon: (i) the disclosure, distribution or licensing of any Software (other than such item of Software in its unmodified form); (ii) a requirement that another Person be permitted to access, modify, make derivative works of, or reverse-engineer any such Software; (iii) a requirement that such Software be redistributable by another Person; or (iv) the grant of any patent or other rights, including non-assertion or patent license obligations.

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“OrdinaryCourse” means, with respect to an action taken or refrained from being taken by a Person, that such action or omission is taken in the ordinary course of the operations of such Person and consistent with its past practices.

“OrganizationalDocuments” means, with respect to any Person that is not an individual, its certificate of incorporation or registration, bylaws, memorandum and articles of association, constitution, limited liability company agreement, or similar organizational documents, in each case, as amended or restated.

“PermittedEncumbrances” means (a) Encumbrances for Taxes, assessments and governmental charges or levies not yet due and payable or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with IFRS; (b) other Encumbrances arising or incurred in the Ordinary Course in respect of amounts that are not yet due and payable; (c) rights of any third parties that are party to or hold an interest in any Contract to which the Company or any of its Subsidiaries is a party (in each case not arising as a result of any default by the Company or any of its Subsidiaries thereunder); (d) defects or imperfections of title, easements, encroachments, covenants, rights of way, conditions, matters that would be apparent from current, accurate survey of such real property, restrictions and other similar charges or Encumbrances that do not materially interfere with the present use of the Leased Real Property; (e) with respect to any Leased Real Property (i) the interests and rights of the respective lessors with respect thereto, including any statutory landlord liens and any Encumbrances thereon, (ii) any Encumbrances permitted under the Company Lease, (iii) any Encumbrances encumbering the real property of which the Leased Real Property is a part, and (iv) zoning, building, entitlement and other land use and environmental regulations promulgated by any Governmental Authority that do not materially interfere with the current use of the Leased Real Property; (f) non-exclusive licenses of Intellectual Property Rights granted by the Company or any of its Subsidiaries in the Ordinary Course; (g) Ordinary Course purchase money Encumbrances and Encumbrances securing rental payments under operating or capital lease arrangements for amounts not yet due or payable; (h) other Encumbrances arising in the Ordinary Course and not incurred in connection with the borrowing of money and on a basis consistent with past practice in connection with workers’ compensation, unemployment insurance or other types of social security; (i) reversionary rights in favor of landlords under any Company Leases with respect to any of the buildings or other improvements owned by the Company or any of its Subsidiaries; and (j) any other Encumbrances that have been incurred or suffered in the Ordinary Course and do not materially impair the existing use of the property affected by such Encumbrance.

“Person” means any individual, firm, corporation, company, partnership, limited liability company, incorporated or unincorporated association, trust, estate, joint venture, joint stock company, Governmental Authority or instrumentality or other entity of any kind.

“PersonalData” means any data in the Group Company’s possession, custody or control, that constitutes “personally identifiable information” or “personal data” or similarly defined term under applicable Law.

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

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

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“Planof Merger” has the meaning set forth in Section 2.2(b)(ii) and means the plan of merger in the form attached hereto as Exhibit E-2.

“Pre-ShareSplit Ordinary Shares” means Class A ordinary shares of the Company, with no nominal value.

“Pre-ShareSplit Shares” means, collectively, Pre-Share Split Ordinary Shares and Company Preferred Shares.

“PrivacyLaws” means any applicable Laws governing the processing of Personal Data, including but not limited to, in each case to the extent applicable to the relevant Personal Data, the General Data Protection Regulation and any European Union member states’ laws and regulations implementing it, including the Finnish Data Protection Act (1050/2018) (Fi. tietosuojalaki (1050/2018)).

“Process” means, with respect to any data or information, or any set of data or information, any operation or set of operations performed thereon, whether or not by automated means, including access, adaptation, alignment, alteration, collection, combination, compilation, consultation, creation, derivation, destruction, disclosure, disposal, dissemination, erasure, interception, maintenance, making available, organization, recording, restriction, retention, retrieval, storage, structuring, transmission, and use.

“ProhibitedPerson” means any Person that is (a) a national or located, organized under the laws of, or resident in, any U.S. embargoed or restricted country (which, as of the date of this Agreement, consists of Cuba, Iran, North Korea, Syria and the Crimea, so-called Luhansk People’s Republic, and so-called Donetsk People’s Republic regions of Ukraine), (b) included on any Sanctions-related list of blocked or designated parties (including: the U.S. Department of Treasury’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identification List; the Department of State’s Debarred List; or any list of Persons subject to Sanctions issued by the United Nations Security Council, HM Treasury of the United Kingdom, and the European Union or any of its member states), (c) owned or Controlled fifty percent (50%) or more, directly or indirectly, by a Person included on any Sanctions-related list of blocked or designated parties, as described in clause (b) above, (d) is a Person acting in his or her official capacity as a director, officer, employee, or agent of a Person included on any Sanctions-related list of blocked or designated parties, as described in clause (b) above or (e) a Person who is otherwise targeted by Sanctions, including, in each clause above, any updates or revisions to the foregoing and any newly published rules.

“ProspectusRegulation” means the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.

“ProxyStatement” means the proxy statement forming part of the Proxy/Registration Statement filed with the SEC, with respect to the SPAC Shareholders’ Meeting and the Transactions, to be used for the purpose of soliciting proxies from SPAC Shareholders to approve the SPAC Transaction Proposals.

“RedeemingSPAC Shares” means SPAC Class A Ordinary Shares in respect of which the eligible (as determined in accordance with the SPAC Charter) holder thereof has validly exercised (and not validly revoked, withdrawn or lost) his, her or its SPAC Shareholder Redemption Right.

“RegisteredIntellectual Property” means all issued Patents, pending Patent applications, registered Marks, registered Copyrights, pending applications for registration of Marks, pending applications for registration of Copyrights and Internet domain name registrations.

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“RegistrableSecurities” means (a) the Company Ordinary Shares to be represented by ADSs constituting the Merger Consideration, (b) the Company Ordinary Shares issuable upon exercise of the Company Warrants that would be deposited for delivery of ADSs, (c) and the Company Warrants.

“RegistrationStatement” means, collectively, a registration statement on Form F-4, or other appropriate form, including any pre-effective or post-effective amendments or supplements thereto, to be filed with the SEC by the Company under the Securities Act with respect to the Registrable Securities.

“RelatedParty” means (a) any member, shareholder or equity interest holder who, together with its Affiliates, directly or indirectly holds no less than ten percent (10%) of the total outstanding share capital of the Company or any of its Subsidiaries or SPAC, as applicable, and/or (b) any director or officer of the Company or any of its Subsidiaries or SPAC, as applicable in each case of clauses (a) and (b), excluding the Company or any of its Subsidiaries or SPAC.

“RemainingTrust Fund Proceeds” has the meaning set forth in Section 2.4(b)(iv).

“Representatives” of a Person means, collectively, officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives of such Person or its Affiliates.

“Sanctions” means those trade, economic and financial sanctions laws, regulations, embargoes, and restrictive measures (in each case having the force of law) administered, enacted or enforced from time to time by (a) the United States, (b) the European Union and enforced by its member states, (c) the United Nations Security Council, (d) His Majesty’s Treasury of the United Kingdom and (e) any other similar economic sanctions administered by a Governmental Authority.

“Sarbanes-OxleyAct” means the Sarbanes-Oxley Act of 2002.

“SEC” means the United States Securities and Exchange Commission.

“SecuritiesAct” means the U.S. Securities Act of 1933, as amended.

“ShareSplit Factor” means a number equal to the quotient of (a) 180,000,000 divided by (b) the total number of Pre-Share Split Ordinary Shares that are issued and outstanding immediately after the Conversion and immediately prior to the Merger Effective Time (on a fully-diluted basis assuming the exercise or conversion of all securities exercisable for, or convertible into, Pre-Share Split Ordinary Shares, including the Aalto University Convertible Loans, Company Series B Warrants, Kreos Capital Warrants and Company Options).

“Software” means all computer software (including algorithms, models, compliers and assemblers), data, and databases, together with object code, source code, firmware, and embedded or distributed versions thereof, and documentation related thereto.

“SPACAccounts Date” means September 30, 2025.

“SPACAcquisition Proposal” means: (a) any, direct or indirect, acquisition, merger, business combination, “initial business combination” under SPAC’s IPO prospectus or similar transaction, in one transaction or a series of transactions, involving SPAC or involving all or a material portion of the assets, Equity Securities or businesses of SPAC (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise); or (b) any equity or similar investment in SPAC or any of its Controlled Affiliates, in each case, other than the Transactions.

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“SPACCharter” means the Amended and Restated Memorandum and Articles of Association of the SPAC, adopted pursuant to a special resolution passed on April 28, 2025.

“SPACClass A Ordinary Shares” means Class A ordinary shares of SPAC, par value $0.0001 per share, as further described in the SPAC Charter prior to the Merger Effective Time, and for the avoidance of doubt, there shall be no SPAC Class A Ordinary Shares after the Merger Effective Time.

“SPACClass B Conversion” has the meaning set forth in Section 2.1(c).

“SPACClass B Ordinary Shares” means Class B ordinary shares of SPAC, par value $0.0001 per share, as further described in the SPAC Charter prior to the Merger Effective Time, and for the avoidance of doubt, there shall be no SPAC Class B Ordinary Shares after the Merger Effective Time.

“SPACClosing Statement” has the meaning set forth in Section 2.3(a).

“SPACDisclosure Letter” means the disclosure letter delivered by SPAC to the Company on the date of this Agreement.

“SPACMaterial Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to prevent or materially delay or materially impair the ability of the SPAC to consummate the Merger or the other transactions contemplated to be consummated by the SPAC on the Closing Date in accordance with the terms of this Agreement. Notwithstanding the foregoing, none of (a) the amount of SPAC Class A Ordinary Shares redeemed pursuant to the SPAC Shareholder Redemptions, (b) the failure to obtain the SPAC Shareholders’ Approval or (c) the occurrence or pendency of the Outside Date shall be deemed to be a SPAC Material Adverse Effect.

“SPACOrdinary Shares” means, collectively, SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares prior to the Merger Effective Time, and for the avoidance of doubt, there shall be no SPAC Ordinary Shares after the Merger Effective Time.

“SPACPreference Shares” means preference shares of SPAC, par value $0.0001 per share, as further described in the SPAC Charter prior to the Merger Effective Time, and for the avoidance of doubt, there shall be no SPAC Preference Shares after the Merger Effective Time.

“SPACSecurities” means, collectively, the SPAC Shares and the SPAC Warrants.

“SPACShareholder” means any holder of any SPAC Shares.

“SPACShareholder Redemptions” has the meaning set forth in Section 2.3(a).

“SPACShareholder Redemption Amount” means the aggregate amount payable with respect to all Redeeming SPAC Shares.

“SPACShareholder Redemption Right” means the right of an eligible (as determined in accordance with the SPAC Charter) holder of SPAC Class A Ordinary Shares to redeem all or a portion of the SPAC Class A Ordinary Shares held by such holder as set forth in the SPAC Charter in connection with the SPAC Transaction Proposals.

“SPACShareholders’ Approval” means the vote of SPAC Shareholders required to approve the SPAC Transaction Proposals, as determined in accordance with applicable Laws and the SPAC Charter.

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“SPACShares” means the SPAC Ordinary Shares and SPAC Preference Shares.

“SPACTransaction Expenses” means any out-of-pocket fees, and expenses payable by SPAC or Sponsor (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the Transactions, including (a) all fees (including brokerage fees, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers), expenses, commissions or other amounts incurred by or on behalf of, or otherwise payable by, whether or not due, SPAC in connection with the negotiation, preparation or execution of this Agreement or any other Transaction Documents, the performance of its covenants or agreements in this Agreement or any other Transaction Document, in connection with any non-redemption agreements entered into by the SPAC Insiders, or in connection with the consummation of the transactions contemplated hereby or thereby (including the Underwriting Agreement, but excluding any Company Placement Agent Fee), to the extent unpaid prior to the Closing, (b) any and all filing fees payable by the SPAC to the Governmental Authorities in connection with the Transactions, (c) any amounts outstanding under any working capital loans (excluding, for the avoidance of doubt, any permitted working capital loans that are converted into SPAC Warrants prior to the Closing) and (d) any expense reimbursement, contribution, indemnification payment or other sum payable to the underwriters in the SPAC’s IPO or any of their respective Representatives, excluding, for the avoidance of doubt, the Deferred Underwriting Commission to extent actually paid from the Trust Account. For the avoidance of doubt, any Placement Agent Fees incurred by the SPAC that are not Company Placement Agent Fees shall be SPAC Transaction Expenses.

“SPACTransaction Proposals” means each proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactions by SPAC, but in any event including, unless otherwise agreed upon in writing by SPAC and the Company: (a) the approval and authorization of this Agreement, the Plan of Merger and the Transactions as a Business Combination, (b) the approval and authorization of the Merger and the Plan of Merger, (c) the adoption and approval of a proposal for the adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation and vote of proxies because there are not sufficient votes to approve and adopt any of the foregoing, and (d) the approval and authorization of each other proposal that the Nasdaq or the SEC (or staff members thereof) indicates (i) are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto and (ii) are required to be approved by the SPAC Shareholders in order for the Closing to be consummated.

“SPACTreasury Shares” means any SPAC Shares that are owned by SPAC as treasury shares immediately prior to the Merger Effective Time.

“SPACUnit” means the units issued by SPAC in SPAC’s IPO or the exercise of the underwriters’ overallotment option each consisting of one SPAC Class A Ordinary Share and one-half of a SPAC Warrant.

“SPACWarrant” means all outstanding and unexercised warrants issued by SPAC to acquire SPAC Class A Ordinary Shares.

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

“StandardInbound Licenses” means the following types of Inbound Licenses: (a) licenses to Software or other materials under an Open Source License; (b) nonexclusive licenses to generally commercially available “off-the-shelf” third-party Software or hosted services that have been licensed to or procured by any Group Company; (c) Inbound Licenses under Contracts that do not materially deviate from one of the Company Group’s standard form agreements; (d) non-exclusive Inbound Licenses to Intellectual Property Rights entered into by the applicable Group Company in the ordinary course of business, and (e) non-exclusive Inbound Licenses that are not reasonably expected to be material to the Business of the Group Companies, taken as a whole.

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“StandardOutbound Licenses” means the following types of Outbound Licenses: (a) rights to use confidential information in nondisclosure agreements entered in the ordinary course of business; (b) non-exclusive Outbound Licenses granted to customers and research collaborators of any of the Group Companies in the ordinary course of business; (c) Outbound Licenses in Contracts with independent contractors and vendors under which Company Owned Intellectual Property is non-exclusively licensed to the vendor or contractor in connection with the vendor’s or contractor’s performance of services for the Group Companies; (d) Outbound Licenses in Contracts that do not materially deviate from one of the Company Group’s standard form agreements; and (e) non-exclusive Outbound Licenses of Company Owned Intellectual Property granted by the applicable Group Company in the ordinary course of business that are not material to the Group Company’s operation of its Business as currently conducted and are incidental to the transaction contemplated in the applicable Contract.

“Subsidiary” means, with respect to a specified Person, any other Person Controlled, directly or indirectly, by such specified Person and, in case of a limited partnership, limited liability company or similar entity, such Person is a general partner or managing member and has the power to direct the policies, management and affairs of such Person, respectively, and in the case of the Company, shall include the Merger Sub and the Surviving Company.

“Tax” or “Taxes” means all U.S. federal, state, or local or non-U.S. taxes imposed by any Governmental Authority or statutory insurance contributions paid to insurance institutions, including all income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, ad valorem, value added, inventory, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, escheat, abandoned and unclaimed property, sales, use, transfer, registration, alternative or add-on minimum, or estimated taxes, and including any interest, penalty, or addition thereto.

“TaxAuthority” means any Governmental Authority responsible for the collection or administration of Taxes or Tax Returns.

“TaxContest” means any audit, hearing, proposed adjustment, arbitration, deficiency, assessment, suit, dispute, claim, or other Proceeding commenced, filed or otherwise initiated or convened to investigate or resolve the existence and extent of a Liability for Taxes.

“TaxReturns” means all U.S. federal, state, and local and non-U.S. returns, declarations, computations, notices, statements, claims, reports, schedules, forms, and information returns with respect to Taxes, including any attachment thereto or amendment thereof, required or permitted to be supplied to, or filed with, a Governmental Authority.

“TradeSecrets” means all trade secrets and other confidential or proprietary information, including know-how and other inventions, processes, models, methodologies and other information subject to reasonable efforts protecting the confidentiality thereof and deriving economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure or use.

“TransactionDocuments” means, collectively, this Agreement, the NDA, the Sponsor Support Agreement, the Shareholder Lock-Up Agreements, the Warrant Assignment Agreement, the Registration Rights Agreement, the Cayman Merger Filing Documents and any other agreements, documents or certificates entered into or delivered pursuant hereto or thereto (including, if any, any PIPE Subscription Agreement), and the expression “Transaction Document” means any one of them.

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“TransactionExpenses” means the Company Transaction Expenses and the SPAC Transaction Expenses.

“Transactions” means, collectively, the Company Capital Restructuring, the Merger and each of the other transactions contemplated by this Agreement or any of the other Transaction Documents (excluding, for the avoidance of doubt, the LuxCo Merger and FinCo Merger).

“TransferTaxes” means any transfer, documentary, sales, use, real property, stamp, registration and other similar Taxes payable pursuant to the Finnish Transfer Tax Act (931/1996) (including any interest or penalty thereto) payable in connection with the Transactions.

“TreasuryRegulations” means the regulations promulgated under the Code.

“TrustAccount” has the meaning set forth in Section 11.1.

“TrustAgreement” has the meaning set forth in Section 4.12.

“Trustee” has the meaning set forth in Section 4.12.

“Union” means any labor union, works council or other similar employee representative body representing employees of the Group Companies.

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

“WarrantAgent” means the warrant agent under the Warrant Assignment Agreement.

“WarrantAgreement” means the Warrant Agreement, dated as of April 28, 2025, by and between SPAC and Lucky Lucko, Inc. d/b/a Efficiency.

“WillfulBreach” means a material breach of any representations, warranties, covenants or agreements contained herein that is a consequence of an act undertaken or a failure to act by the breaching party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement.

Section1.2 Construction.

(a) Unless the context of this Agreement otherwise requires or unless otherwise specified, (i) words of any gender shall be construed as masculine, feminine, neuter or any other gender, as applicable; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby,” “herewith,” “hereto” and derivative or similar words refer to this entire Agreement; (iv) the terms “Article” or “Section” refer to the specified Article or Section of this Agreement; (v) the terms “Schedule” or “Exhibit” refer to the specified Schedule or Exhibit of this Agreement; (vi) the words “including,” “included,” or “includes” shall mean “including, without limitation”; and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (vii) the word “extent” in the phrase “to the extent” means the degree to which a subject or thing extends and such phrase shall not simply mean “if”; (viii) the word “or” shall be disjunctive but not exclusive; (ix) the word “will” shall be construed to have the same meaning as the word “shall”; (x) unless the context otherwise clearly indicates, each defined term used in this Agreement shall have a comparable meaning when used in its plural or singular form; (xi) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (xii) references to “written” or “in writing” include in electronic form; and (xiii) a reference to any Person includes such Person’s predecessors, successors and permitted assigns.

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(b) Unless the context of this Agreement otherwise requires, references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation.

(c) References to “$”, “dollar”, or “cents” are to the lawful currency of the United States of America. References to “€” or “euro” are to the lawful currency of Finland, Germany and the Grand Duchy of Luxembourg.

(d) Whenever this Agreement refers to a number of days or months, such number shall refer to calendar days or months unless Business Days are expressly specified. Time periods within or following which any payment is to be made or act is to be done under this Agreement shall be calculated by excluding the calendar day on which the period commences and including the calendar day on which the period ends, and by extending the period to the next following Business Day if the last calendar day of the period is not a Business Day.

(e) All accounting terms used in this Agreement and not expressly defined in this Agreement shall have the meanings given to them under IFRS.

(f) Unless the context of this Agreement otherwise requires, references to SPAC with respect to periods following the Merger Effective Time shall be construed to mean the Surviving Company and vice versa.

(g) 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 hereto, and shall not in any way affect the meaning or interpretation of this Agreement or any Exhibit hereto.

(h) Unless the context of this Agreement otherwise requires, references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto.

(i) Capitalized terms used in the Exhibits and the Disclosure Letter and not otherwise defined therein have the meanings given to them in this Agreement.

(j) With regard to each and every term and condition of this Agreement, the parties hereto understand and agree that the same has been mutually negotiated, prepared and drafted, and if at any time the parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration shall be given to the issue of which party actually prepared, drafted or requested any term or condition of this Agreement.

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ArticleII

TRANSACTIONS; CLOSING

Section2.1 Pre-Closing Actions.

(a) Restructuring of Company’s Share Capital. On the Closing Date, immediately prior to the Merger Effective Time, the following actions shall take place or be effected (in the order set forth in this Section 2.1(a)):

(i) Conversionof Company Preferred Shares. Each Company Preferred Share that is issued and outstanding immediately prior to the Merger Effective Time shall be converted into Pre-Share Split Ordinary Shares on a one-for-one basis in accordance with the Company’s Articles of Association (the “Conversion”).

(ii) OrganizationalDocuments of the Company. The Company Articles of Association shall be amended and restated to read in their entirety in the form of articles of association of the Company in the form attached hereto as Exhibit F (the “Amended Company Articles ofAssociation”), and, as so amended and restated, shall be the articles of association of the Company, until thereafter amended in accordance with the terms thereof and the Finnish Companies Act (the “AoA Amendment”).

(iii) ShareSplit of Pre-Share Split Ordinary Shares. Each Pre-Share Split Ordinary Share that is issued and outstanding immediately after the Conversion and immediately prior to the Merger Effective Time shall be subdivided into a number of Company Ordinary Shares determined by multiplying each such Pre-Share Split Ordinary Share by the Share Split Factor, and re-designated as Company Ordinary Shares (the “Share Split”), provided that no fraction of a Company Ordinary Share will be issued by virtue of the Share Split, and each Company Shareholder that would otherwise be so entitled to a fraction of a Company Ordinary Share (after aggregating all fractional Company Ordinary Shares that otherwise would be received by such Company Shareholder) shall instead be entitled to receive such number of Company Ordinary Shares to which such Company Shareholder would otherwise be entitled, rounded down to the nearest whole Company Ordinary Share.

(iv) Treatmentof Company Options, the Company Series B Warrants and Kreos Capital Warrants. Immediately following the Share Split, each Company Option, Company Series B Warrant and Kreos Capital Warrant outstanding as of the effective time of the Share Split (the “ShareSplit Effective Time”) will, automatically and without any action on the part of any holder of such Company Option, Company Series B Warrant or Kreos Capital Warrant or beneficiary thereof, continue to be an option to purchase Company Ordinary Shares (each a “Continuing Option”) subject to substantially the same terms and conditions as were applicable to such Company Option, Series B Warrant or Kreos Capital Warrant immediately before the Share Split Effective Time (including expiration date and exercise provisions but provided that Company Options granted under the ESOP may be amended to introduce terms and conditions appropriate for publicly traded entities or applicable to the transactions contemplated by this Agreement), except that: (A) each Continuing Option shall be exercisable for that number of Company Ordinary Shares equal to the product (rounded down to the nearest whole Company Ordinary Share) of (1) the number of Pre-Share Split Shares subject to such Company Option, Company Series B Warrant or Kreos Capital Warrant immediately before the Share Split Effective Time multiplied by (2) the Share Split Factor; and (B) the per share exercise price for each Company Ordinary Share issuable upon exercise of the Continuing Option shall be equal to the quotient obtained by dividing (1) the exercise price per Pre-Share Split Share of such Company Option, Company Series B Warrant or Kreos Capital Warrant immediately before the Share Split Effective Time by (2) the Share Split Factor (rounded up to the nearest whole cent). On or prior to the Closing Date, the Company shall have taken (or caused to be taken) all such actions as are reasonably necessary or appropriate to effect the transactions contemplated under Section 2.1(a) of this Agreement and shall make all such changes or adjustments as necessary or appropriate to (i) the ESOP, terms of the Company Series B Warrants and terms of Kreos Capital Warrants, and (ii) any Contracts evidencing Company Options, Company Series B Warrants and Kreos Capital Warrants.

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(b) Surrenderof SPAC Class B Ordinary Shares. On the Closing Date, immediately prior to the Merger Effective Time, the Sponsor shall surrender for no consideration, for subsequent cancellation by the SPAC immediately thereafter, certain number of SPAC Class B Ordinary Shares and certain number of SPAC Warrants in accordance with the terms of this Agreement and the Sponsor Support Agreement.

(c) SPACClass B Conversion. Subject to the surrender and cancellation of certain SPAC Class B Ordinary Shares in accordance with Section 2.1(a)(iv) and immediately prior to the Merger Effective Time, each SPAC Class B Ordinary Share that is issued and outstanding immediately prior to the Merger Effective Time and held by the SPAC Insiders shall automatically be converted into one SPAC Class A Ordinary Share in accordance with the terms of the SPAC Charter without giving effect to the adjustments set forth in article 17.3 thereof (such automatic conversion, the “SPAC Class B Conversion”) and following such conversion, each such SPAC Class B Ordinary Share shall no longer be issued and outstanding and shall be cancelled and cease to exist and each former holder of SPAC Class B Ordinary Shares shall thereafter cease to have any rights with respect to such Class B Ordinary Shares.

Section2.2 The Merger.

(a) TheMerger. At the Merger Effective Time, (i) upon the terms and subject to the conditions of this Agreement, and in accordance with the Plan of Merger, the Certificate of Merger and the applicable provisions of the Cayman Act and the DLLCA, SPAC shall, automatically and without any action on the part of any Party, be merged with and into Merger Sub, following which the separate corporate existence of SPAC shall cease and SPAC shall be struck off the Cayman Islands Register of Companies by the Cayman Registrar, and Merger Sub shall continue as the Surviving Company and as an indirect, wholly-owned subsidiary of the Company, and (ii) upon the terms and subject to the conditions of this Agreement and the applicable provisions of the Finnish Companies Act, the Company shall issue to each SPAC Shareholder (other than any holder of SPAC Treasury Shares, Redeeming SPAC Shares and Dissenting SPAC Shares) the Merger Consideration, which, for the avoidance of doubt, may consist of treasury shares held by the Company, for each Non-Redeeming SPAC Share held by such SPAC Shareholder. The obligation to issue the Merger Consideration and Company Warrants to the SPAC Shareholders, as set out in this Agreement, rests with Merger Sub but will be fulfilled by the Company on behalf of the Merger Sub, as set out in this Agreement. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the Cayman Act and the DLLCA.

(b) EffectiveTime. Subject to the terms and conditions set forth in this Agreement, on the Closing Date, the Parties shall cause the Merger to be effected by:

(i) filing a certificate of merger (a “Certificate of Merger”) in substantially the form attached as Exhibit E-1 with the Secretary of State of the State of Delaware in accordance with Section 18-209 of the DLLCA, which shall become effective upon the Merger Effective Time (as defined below); and

(ii) executing a plan of merger (a “Plan of Merger”) in substantially the form attached as Exhibit E-2, together with all other documents required by the Cayman Act, including sections 233(9) and 237(7), (8) and (10) thereof, each in form and substance acceptable to the Parties (such documents together with the Plan of Merger, the “Cayman Merger Filing Documents”), and the Parties shall cause the Merger to be consummated by filing the Cayman Merger Filing Documents with, and paying the applicable fees to, the Registrar of Companies in the Cayman Islands (“Cayman Registrar”) in accordance with the provisions of the Cayman Act, together with such other documents or filings as may be requested or required by the Cayman Registrar for the purpose of the Merger. For purposes of this Agreement, the “Merger Effective Time” shall mean the date on which the Plan of Merger is registered by the Cayman Registrar in accordance with section 237(15) of the Cayman Act or on such later date as Merger Sub and SPAC may agree and specify in the Plan of Merger pursuant to the Cayman Act.

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(c) Effectof the Merger. At the Merger Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger, the Plan of Merger, and the applicable provisions of the DLLCA and the Cayman Act. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, all the rights, the property of every description, including choses in action, and the business, undertaking, goodwill, benefits, immunities, privileges, powers and franchises of the SPAC and Merger Sub shall immediately vest in the Surviving Company, and all the Contracts, Liabilities, duties and obligations of the SPAC (including all rights and obligations with respect to the Trust Account) and Merger Sub shall immediately become the Contracts, Liabilities, duties and obligations of the Surviving Company, and the Surviving Company shall execute any agreements and shall take such further actions, as any Party may reasonably request to confirm that the Surviving Company shall observe and discharge all covenants, duties and obligations of the SPAC and Merger Sub set forth in this Agreement to be performed after the Merger Effective Time.

(d) OrganizationalDocuments of the Surviving Company. At the Merger Effective Time, the limited liability company agreement of Merger Sub, as in effect immediately prior to the Merger Effective Time shall be the limited liability company agreement of the Surviving Company until thereafter amended or modified in accordance with its terms and the DLLCA.

(e) Directorsand Officers of the Surviving Company. At the Merger Effective Time, the directors and officers of SPAC immediately prior to the Merger Effective Time shall resign and the directors and officers of Merger Sub immediately prior to the Merger Effective Time shall be the directors and officers of the Surviving Company, each to hold office in accordance with the Organizational Documents of the Surviving Company.

(f) Effectof the Merger on Issued Securities of SPAC. On the terms and subject to the conditions set forth herein, by virtue of the Merger and without any further action on the part of any party or any other Person, the following shall occur:

(i) SPACUnits. At the Merger Effective Time, each SPAC Unit issued and outstanding immediately prior to the Merger Effective Time, if any, shall be automatically detached and the holder thereof shall be deemed to hold one SPAC Class A Ordinary Share and one-half of a SPAC Warrant in accordance with the terms of the applicable SPAC Unit (the “Unit Separation”), provided that no fractional SPAC Warrants will be issued in connection with the Unit Separation such that if a holder of SPAC Units would be entitled to receive a fractional SPAC Warrant upon the Unit Separation, the number of SPAC Warrants to be issued to such holder upon the Unit Separation shall be rounded down to the nearest whole number of SPAC Warrants. The underlying SPAC Securities held or deemed to be held following the Unit Separation shall be converted in accordance with the applicable terms of this Section 2.2(f)(i).

(ii) SPACOrdinary Shares. Immediately following the Unit Separation in accordance with Section 2.2(f)(i) and the Company Capital Restructuring, each SPAC Class A Ordinary Share (which, for the avoidance of doubt, includes (x) the SPAC Class A Ordinary Shares held by the public shareholders of SPAC as a result of the Unit Separation, and (y) the SPAC Class A Ordinary Shares issued in connection with the SPAC Class B Conversion) issued and outstanding immediately prior to the Merger Effective Time (other than any SPAC Treasury Shares, Redeeming SPAC Shares and Dissenting SPAC Shares) shall automatically be cancelled and cease to exist in exchange for the right to receive from the Exchange Agent, one (1) Company Ordinary Share in the form of one (1) ADS (the “Merger Consideration”). All SPAC Class A Ordinary Shares converted pursuant to this Section 2.2(f)(ii), when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a SPAC Class A Ordinary Share that, immediately prior to the Merger Effective Time was registered on the register of members of SPAC in uncertificated form, shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. Each SPAC Shareholder shall be deemed to have subscribed for Merger Consideration to be issued by the Company as provided for by the Finnish Companies Act.

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(iii) Exchangeof SPAC Warrants. Each SPAC Warrant (which, for the avoidance of doubt, includes (x) the SPAC Warrants held by public SPAC warrant holders as a result of the Unit Separation, and (y) the SPAC Warrants held by the Sponsor and the underwriters in the SPAC’s IPO) outstanding immediately prior to the Merger Effective Time shall cease to be a warrant with respect to SPAC Ordinary Shares and be assumed by the Company and converted into a warrant to purchase one Company Ordinary Share (each, a “Company Warrant”). Each Company Warrant shall continue to have and be subject to substantially the same terms and conditions as were applicable to such SPAC Warrant immediately prior to the Merger Effective Time (including any repurchase rights and cashless exercise provisions) in accordance with the provisions of the Warrant Assignment Agreement.

(iv) SPACTreasury Shares. Notwithstanding Section 2.2(f)(ii) above or any other provision of this Agreement to the contrary, if there are any SPAC Treasury Shares, such SPAC Treasury Shares shall automatically be cancelled and shall cease to exist without any conversion thereof or payment or other consideration therefor.

(v) RedeemingSPAC Shares. Each Redeeming SPAC 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 of the holder thereof to be paid a pro rata share of the SPAC Shareholder Redemption Amount in accordance with the SPAC Charter.

(vi) DissentingSPAC Shares. Each Dissenting SPAC Share issued and outstanding immediately prior to the Merger Effective Time held by a Dissenting SPAC Shareholder shall automatically be cancelled and cease to exist in accordance with Section 2.7(a) and shall thereafter represent only the right of such Dissenting SPAC Shareholder to be paid the fair value of such Dissenting SPAC Share and such other rights pursuant to Section 238 of the Cayman Act.

Section2.3 Closing Statements

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(a) On the date of the SPAC Shareholders’ Meeting, SPAC shall deliver to the Company a written notice setting forth: (i) the aggregate amount of cash proceeds that will be required to satisfy any exercise of the SPAC Shareholder Redemption Rights pursuant to the SPAC Charter (the “SPAC Shareholder Redemptions”); (ii) SPAC’s good faith estimate of the amount of cash that will be in the Trust Account (prior to giving effect to the SPAC Shareholder Redemptions) and all unpaid SPAC Transaction Expenses as of the Closing (which shall include the amounts and wire transfer instructions for the payment thereof); and (iii) the number of SPAC Shares and SPAC Warrants to be outstanding as of immediately prior to the Merger Effective Time and after giving effect to the SPAC Shareholder Redemptions (such written notice of (i), (ii) and (iii), together, the “SPAC Closing Statement”); provided, however, if the Closing does not occur within five (5) Business Days of the SPAC Shareholders’ Meeting, SPAC shall deliver to the Company an updated SPAC Closing Statement within five (5) Business Days prior to the Closing Date.

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(b) On the date of the SPAC Shareholders’ Meeting, the Company shall provide to SPAC a written notice setting forth the Company’s good faith estimate of: (i) the amount of the Company Transaction Costs and Indebtedness, (ii) the number of Continuing Options, (iii) the Share Split Factor and (iv) the number of Company Ordinary Shares that will be issued and outstanding immediately following the transactions described in Section 2.1(a) (such written notice, the “Company Closing Statement”).

(c) Each of the Company and SPAC will consider in good faith the other party’s comments to the SPAC Closing Statement and the Company Closing Statement set forth on such statements delivered pursuant to the foregoing clauses (a) or (b), as applicable, and if any adjustments are made to the SPAC Transaction Expenses or the Company Transaction Expenses as set forth on such Closing Statements prior to the Closing, such adjusted SPAC Transaction Expenses or Company Transaction Expenses shall thereafter become the SPAC Transaction Expenses or the Company Transaction Expenses, as applicable, for all purposes of this Agreement.

Section2.4 Closing.

(a) On the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely by conference call and exchange of documents and signatures as promptly as practicable in accordance with Section 11.10 on the date that is three (3) Business Days after the first date on which all the conditions set forth in Article IX that are required hereunder to be satisfied on or prior to the Closing shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), or such other time or in such other manner as shall be agreed upon by SPAC and the Company in writing (the date upon which the Closing occurs, the “ClosingDate”).

(b) Prior to or on the Closing Date,

(i) the Company shall deliver or cause to be delivered to SPAC, a certificate signed by an authorized director or officer of the Company, dated as of the Closing Date, certifying that the conditions specified in Section 9.2 have been fulfilled;

(ii) SPAC shall deliver or cause to be delivered to the Company (which shall also be deemed a delivery to LuxCo and Merger Sub), a certificate signed by an authorized director or officer of SPAC, dated as of the Closing Date, certifying that the conditions specified in Section 9.3 have been fulfilled;

(iii) SPAC shall deliver or cause to be delivered to the Company, evidence of the resignation or removal of all the directors of SPAC as a director on the board of directors of the Surviving Company in accordance with Section 2.2(e), effective as of the Merger Effective Time;

(iv) (x) the Company and SPAC (or the Surviving Company following the Merger) shall (A) cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and (B) pay, or cause the Trustee to pay at the direction and on behalf of SPAC (or the Surviving Company following the Merger), by wire transfer of immediately available funds from the Trust Account (1) as and when due all amounts payable on account of the SPAC Shareholder Redemption Amount to former SPAC Shareholders pursuant to their exercise of the SPAC Shareholder Redemption Right, and (2) immediately thereafter, all remaining amounts then available in the Trust Account (if any) (the “Remaining Trust Fund Proceeds”) to a segregated bank account (the “SegregatedAccount”) designated by the Company for its immediate use, subject to this Agreement and the Trust Agreement; and (y) thereafter, the Trust Account shall terminate, except as otherwise expressly provided in the Trust Agreement; and

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(v) at the Closing, and immediately following the wire transfer of the Remaining Trust Fund Proceeds to the Segregated Account pursuant to Section 2.4(b)(iv), the Company shall pay or cause to be paid by wire transfer of immediately available funds, subject to Section 11.6, (x) all unpaid SPAC Transaction Expenses, as set forth on the SPAC Closing Statement, and (y) all accrued and unpaid Company Transaction Expense, as set forth on the Company Closing Statement.

Section2.5 Establishment of ADS Facility; Delivery of Merger Consideration.

(a) Prior to the Merger Effective Time, the Company shall cause a sponsored American depositary share facility for the Company Ordinary Shares (the “ADS Facility”) to be established with a reputable depositary bank reasonably acceptable to SPAC, with The Bank of New York Mellon being stipulated to be reasonably acceptable to SPAC (such bank or any successor depositary bank, the “DepositaryBank”) for the purpose of issuing and distributing the ADSs, including without limitation (i) entering into a customary deposit agreement with the Depositary Bank (the “Deposit Agreement”) establishing the ADS Facility, to be effective as of the Merger Effective Time, in form and substance reasonably acceptable to SPAC, and (ii) filing, together with the Depositary Bank, with the SEC a registration statement on Form F-6 relating to the registration under the Securities Act of the offer and sale of the Company ADSs (the “Form F-6”). The Company shall use its reasonable best efforts to cause the Depositary Bank to file such Form F-6 with the SEC prior to or in conjunction with the declaration of the effectiveness of the Proxy/Registration Statement by the SEC.

(b) Prior to the Merger Effective Time, the Company shall appoint a Person authorized to act as an exchange agent in connection with the transactions contemplated by Section 2.2(f)(ii) and Section 2.2(f)(iii), which Person shall be reasonably acceptable to SPAC, (the “ExchangeAgent”), and enter into an exchange agent agreement reasonably acceptable to the Company and SPAC with the Exchange Agent (the “Exchange Agent Agreement”) for the purpose of (i) exchanging SPAC Ordinary Shares for the Merger Consideration in accordance with the Plan of Merger, Certificate of Merger and this Agreement and (ii) delivering or facilitating the delivery of the Merger Consideration to the SPAC Shareholders in accordance with this Agreement. At or before the Merger Effective Time, the Company shall deposit, or cause to be deposited, with the Exchange Agent and/or the Depositary Bank, as applicable, for the benefit of the SPAC Shareholders entitled to receive the Merger Consideration, all resolutions, instructions and evidence of entitlement, and shall take all actions, necessary to establish the ADS Facility in accordance with the terms of this Agreement and cause the issuance and delivery of the applicable number of ADSs constituting the Merger Consideration to the SPAC Shareholders in accordance with the terms of this Agreement, including, but not limited to: (A) obtaining the Company Shareholders’ Approval, and (B) adopting a resolution of the Company Board on the issuance of the Company Ordinary Shares and their deposit with the Depositary Bank for issuance of the Company ADSs constituting the Merger Consideration.

(c) All Merger Consideration to be delivered pursuant to this Agreement shall be ADSs, each representing rights with respect to one (1) Company Ordinary Share. All Merger Consideration delivered to the SPAC Shareholders upon the exchange of SPAC Ordinary Shares in accordance with the terms of this Article II shall be deemed to have been exchanged and paid in full satisfaction of all rights pertaining to the securities represented by such SPAC Ordinary Shares and after the Merger Effective Time, (i) all SPAC Shareholders shall cease to have any rights as shareholders of SPAC other than the right to receive the Merger Consideration and (ii) the register of members of SPAC shall be closed with respect to all SPAC Shares outstanding immediately prior to the Merger Effective Time. From and after the Merger Effective Time, there shall be no further registration of transfers on the register of members of SPAC of the SPAC Shares that were issued and outstanding immediately prior to the Merger Effective Time. If, after the Merger Effective Time, any SPAC Shares are presented to the Company, Surviving Company or the Exchange Agent for any reason, they shall be cancelled and exchanged for the applicable portion of the Merger Consideration with respect thereto in accordance with the procedures set forth in, or as otherwise contemplated by, this Article II.

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(d) SPAC shall, as promptly as reasonably practicable following SPAC’s receipt of the final determination of such number of Redeeming SPAC Shares from the Trustee, notify the Company in writing of the number of the Redeeming SPAC Shares. As soon as practicable upon receipt of the foregoing notification from SPAC and in any event prior to or at the Merger Effective Time, the Company shall (i) allot and issue, or cause to be allotted and issued, to the Depositary Bank (or its custodian), credited as fully paid and free of all Encumbrance, such number of Company Ordinary Shares equal to the aggregate number of ADSs to be issued to the applicable holders of SPAC Shares pursuant to Section 2.2(f)(ii) (such holders, the “SPAC ADS Recipients”), (ii) deposit or cause to be deposited with the Depositary Bank (or its custodian) such Company Ordinary Shares to be represented by the aggregate number of ADSs to be issued for the benefit of the SPAC ADS Recipients, for exchange in accordance with this Article II, and (iii) authorize, instruct and cause the Depositary Bank to register and deliver the Merger Consideration to the Exchange Agent in accordance with this Agreement and the Deposit Agreement.

(e) At or prior to the Merger Effective Time, the Company shall take all corporate actions necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Company Warrants remain outstanding, a sufficient number of Company Ordinary Shares for delivery to the Depositary Bank upon the exercise of such Company Warrants. After the Merger Effective Time, upon any exercise of the Company Warrants by the holders thereof (the “Exercising Warrantholders”), the Company shall, in accordance with the Warrant Assignment Agreement, promptly (i) allot and issue, or cause to be allotted and issued, and deposit with the Depositary Bank (or its custodian) such number of Company Ordinary Shares underlying such exercised Company Warrants credited as fully paid and free of all Encumbrance, and (ii) instruct the Depositary Bank to register and deliver a number of ADSs equal to the number of Company Ordinary Shares underlying such exercised Company Warrants to the Exercising Warrantholders in accordance with the Warrant Assignment Agreement and the Deposit Agreement.

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(f) Each of the SPAC ADS Recipients and Exercising Warrantholders that holds ADSs shall be entitled to receive a book-entry authorization, through the facilities of The Depository Trust Company or its nominee, representing the number of Company ADSs that such holder has the right to receive pursuant to this Agreement, the Warrant Assignment Agreement, and the terms of the Company Warrant, as applicable.

(g) If the Exchange Agent requires that, as a condition to receive the Merger Consideration, any SPAC Shareholder delivers a letter of transmittal to the Exchange Agent, then at or as promptly as practicable following the Merger Effective Time, the Company shall send, or shall cause the Exchange Agent to send, to each SPAC Shareholder whose SPAC Class A Ordinary Shares were converted pursuant to Section 2.2(f)(ii) into the right to receive the Merger Consideration (A) a letter of transmittal (which shall specify that the delivery shall be effected, and the risk of loss and title shall pass, only upon proper transfer of each share to the Exchange Agent, and which letter of transmittal will be in customary form and have such other provisions as SPAC and the Company may reasonably specify) for use in such exchange (each, a “Letter of Transmittal”) and (B) instructions to effect the surrender of each SPAC Class A Ordinary Share in exchange for the applicable Merger Consideration. Upon proper surrender of a SPAC Class A Ordinary Share to the Exchange Agent, together with such Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of SPAC Class A Ordinary Share shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the aggregate number of SPAC Class A Ordinary Shares previously held pursuant to Section 2.2(f)(ii). Until surrendered as contemplated by this Section 2.5(g), each SPAC Class A Ordinary Share shall be deemed at any time after the Merger Effective Time to represent only the right to receive, upon such surrender, the Merger Consideration that the holder of such SPAC Class A Ordinary Share has the right to receive in respect thereof pursuant to Section 2.2(f)(ii). Notwithstanding anything to the contrary contained herein, (i) any obligation of the Company under this Agreement to deliver ADSs representing Company Ordinary Shares to SPAC Shareholders entitled to receive Merger Consideration shall be satisfied by the Company issuing such Company Ordinary Shares, which, for the avoidance of doubt, may be treasury shares held by the Company to the extent permitted by applicable law and the Deposit Agreement, and shall be deemed to have been satisfied upon delivery of such Company Ordinary Shares to the Depositary Bank together with all instructions necessary to register and deliver the corresponding ADSs to the SPAC Shareholders.

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(h) Each SPAC Shareholder shall be entitled to receive its portion of the Merger Consideration pursuant to Section 2.2(f)(ii) (excluding with respect to any SPAC Treasury Shares, Redeeming SPAC Shares and any Dissenting SPAC Shares) upon the receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), together with a duly completed and validly executed Letter of Transmittal (if required by the Exchange Agent in accordance with Section 2.5(g)) and such other documents as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the transfer of any share.

(i) Promptly following the date that is one (1) year after the Merger Effective Time, the Company shall instruct the Exchange Agent to deliver to the Company all documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent’s duties shall terminate. Thereafter, any portion of the Merger Consideration that remains unclaimed shall be returned to the Company by the Exchange Agent without consideration and the unclaimed Merger Consideration shall be held by the Company as treasury shares, and any Person that was a holder of SPAC Shares (other than any SPAC Treasury Shares, Redeeming SPAC Shares and Dissenting SPAC Shares) as of immediately prior to the Merger Effective Time that has not claimed their applicable portion of the Merger Consideration in accordance with this Section 2.5 prior to the date that is one (1) year after the Merger Effective Time, may (subject to applicable abandoned property, escheat and similar Laws) claim from the Company, and the Company shall as soon as practicably reasonable transfer and deliver, such applicable portion of the Merger Consideration without any interest thereupon. Following the date that is ten (10) years after the Merger Effective Time, the Company Board may decide that the rights to the unclaimed Merger Consideration held by the Company as treasury shares have been forfeited. None of SPAC, the Company, the Merger Sub, and the Surviving Company or the Exchange Agent shall be liable to any Person in respect of any of the Merger Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws. If any such Merger Consideration shall not have been claimed immediately prior to such date on which any amounts payable pursuant to this Article II would otherwise escheat to or become the property of any Governmental Authority, any such amount shall be cancelled by the Company.

(j) Notwithstanding anything to the contrary contained herein, no fractional Company Ordinary Share or fractional ADS shall be issued upon the conversion of SPAC Class A Ordinary Shares pursuant to Section 2.2(f)(ii), and each Person who would otherwise be entitled to a fraction of an ADS (after aggregating all fractional shares of Company Ordinary Shares that otherwise would be received by such holder) shall instead be entitled to receive such number of ADSs to which the Person would otherwise be entitled, rounded up or down to the nearest whole ADS.

Section 2.6 FurtherAssurances. If, at any time after the Merger Effective Time, any further action is necessary, proper or advisable to carry out the purposes of this Agreement, the Surviving Company, LuxCo and the Company (or their respective designees) shall take all such actions as are necessary, proper or advisable under applicable Laws, so long as such action is consistent with and for the purposes of implementing the provisions of this Agreement.

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Section 2.7 Dissenter’sRights.

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(a) Notwithstanding any other provision of this Agreement to the contrary and to the extent available under the Cayman Act, and subject at all times to applicable Law, SPAC Shares that are issued and outstanding immediately prior to the Merger Effective Time and that are held by SPAC Shareholders who shall have validly exercised their dissenters’ rights for such SPAC Shares in accordance with Section 238 of the Cayman Act and otherwise complied with all of the provisions of the Cayman Act relevant to the exercise and enforcement of dissenters’ rights (the “Dissenting SPAC Shares”, and the holders of such Dissenting SPAC Shares being the “DissentingSPAC Shareholders” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s dissenter rights under the Cayman Act with respect to such shares) shall be cancelled and cease to exist at the Merger Effective Time and the Dissenting SPAC Shareholders shall not be entitled to receive the applicable Merger Consideration and shall instead be entitled to receive only the payment of the fair value of such Dissenting SPAC Shares held by them as determined in accordance with the provisions of Section 238 of the Cayman Act. For the avoidance of doubt, the SPAC Shares owned by any SPAC Shareholder who fails to exercise, perfect or who waives, effectively withdraws or otherwise loses his, her or its dissenters’ rights pursuant to Section 238 of the Cayman Act shall not be Dissenting SPAC Shares and shall thereupon be cancelled and cease to exist at the Merger Effective Time, in exchange for the right to receive the applicable Merger Consideration, without any interest thereon in accordance with Section 2.2(f)(ii).

(b) Prior to the Closing, SPAC shall give the Company (i) prompt written notice of any demands for dissenters’ rights received by SPAC from SPAC Shareholders and any withdrawals of such demands and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such notice or demand for dissenters’ rights under the Cayman Act which, for the avoidance of doubt, shall remain an obligation of SPAC in accordance with Cayman Islands law. SPAC shall not, except with the prior written consent of the Company (not to be unreasonably withheld, conditioned, delayed or denied), make any offers or payment or otherwise agree or commit to any payment or other consideration with respect to any exercise by a SPAC Shareholder of its rights to dissent from the Merger or any demands for appraisal or offer or agree or commit to settle or settle any such demands or approve any withdrawal of any such dissenter rights or demands.

(c) If any SPAC Shareholder gives to SPAC, before the SPAC Shareholders’ Approval is obtained at the SPAC Shareholders’ Meeting, written objection to the Merger (each a “Written Objection”) in accordance with Section 238(2) of the Cayman Act, SPAC shall, in accordance with Section 238(4) of the Cayman Act, promptly give written notice of the authorization of the Merger (the “Authorization Notice”) to each such SPAC Shareholder who has made a Written Objection.

Section 2.8 Withholding. Each of the parties hereto and any other applicable withholding agent (and their respective Affiliates and Representatives) shall be entitled to deduct and withhold from any amount otherwise payable pursuant to this Agreement such amount as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or non-U.S. Tax Law. To the extent that amounts are so deducted or withheld by the parties hereto (or their Affiliates or Representatives), as the case may be, and paid over to the appropriate Governmental Authority, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

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ArticleIII

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the disclosure letter delivered to SPAC by the Company on the date of this Agreement (the “Company Disclosure Letter”), the Company represents and warrants to SPAC as of the date of this Agreement as follows:

Section 3.1 Organizationand Qualification.

(a) The Company is a limited liability company duly organized and validly existing under the Laws of Finland. The Company has the requisite corporate, limited liability company or other applicable business entity power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted, except where the failure to have such power or authority would not be material to the Group Companies, taken as a whole, or prevent, materially delay or materially impair the ability of the Company to timely consummate the Transactions.

(b) True, complete and correct copies of the Company Articles of Association and the Company Shareholders’ Agreements have been Made Available to SPAC, in each case, as amended and in effect as of the date of this Agreement. The Company Articles of Association and the Company Shareholders’ Agreements are in full force and effect, and the Company is not in breach or violation of any provision set forth in its articles of association or the Company Shareholders’ Agreements, except where such breach or violation would not be material to the Group Companies, taken as a whole, or prevent, materially delay or materially impair the ability of the Company to timely consummate the Transactions.

(c) The Company is duly qualified or licensed to transact business and is in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) in each jurisdiction in which the property and assets owned, leased or operated by it, or the nature of the business conducted by it, makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not be material to the Group Companies, taken as a whole, or prevent, materially delay or materially impair the ability of the Company to timely consummate the Transactions.

Section 3.2 Subsidiaries. The legal entity name, jurisdiction of incorporation, formation or organization (as applicable), outstanding Equity Securities and holders of such Equity Securities of each Subsidiary of the Company as of the date of this Agreement are set forth on Schedule 3.2 to the Company Disclosure Letter. Each Subsidiary of the Company has been duly formed or organized, is validly existing under the laws of their jurisdiction of incorporation or organization and has the power and authority to own, operate and lease their properties, rights and assets and to conduct their business as it is now being conducted, except as would not be material to the Group Companies, taken as a whole. Each Subsidiary of the Company is duly licensed or qualified and in good standing (or its equivalent, to the extent an equivalent exists in the applicable jurisdiction) as a foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be in good standing or so licensed or qualified, except where the failure to be in good standing or so licensed or qualified would not be material to the Group Companies, taken as a whole. True, complete and correct copies of the Organizational Documents of the Subsidiaries of the Company have been Made Available to SPAC, in each case, as amended and in effect as of the date of this Agreement. The Organizational Documents of each Subsidiary of the Company are in full force and effect, and the each Subsidiary of the Company is not in breach or violation of any provision set forth in its Organizational Documents, except where such breach or violation would not be material to the Group Companies, taken as a whole, or prevent, materially delay or materially impair the ability of the Company to timely consummate the Transactions.

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Section 3.3 Capitalizationof the Company.

(a) As of the date of this Agreement, the authorized share capital of the Company is EUR 2,500 divided into 1,627,886 shares of which 1,586,301 are outstanding with no nominal value, comprised of (i) 301,837 Pre-Share Split Ordinary Shares, of which 301,837 are outstanding as of the date of this Agreement, (ii) 291,090 Pre-Share Split Series Seed Shares, of which 291,090 are outstanding as of the date of this Agreement, (iii) 134,457 Pre-Share Split Series A1 Shares, of which 117,206 are outstanding as of the date of this Agreement, (iv) 306,271 Pre-Share Split Series A2 Shares, of which 281,937 are outstanding as of the date of this Agreement, and (v) 594,231 Pre-Share Split Series B Shares, of which 594,231 are outstanding as of the date of this Agreement. Immediately prior to Closing, and subject to the exercise or redemption of any Equity Securities described in Section 3.3(b) below, the authorized share capital of the Company is EUR 80,000 divided into 149,314,569 Company Ordinary Shares, with no nominal value.

(b) As of the date of this Agreement, there are (i) 245,168 Pre-Share Split Ordinary Shares issuable upon the exercise of Company Options, (ii) 27,208 Pre-Share Split Series B Shares issuable upon the exercise of Aalto University Convertible Loans, (iii) 43,092 Pre-Share Split Series B Shares issuable upon the exercise of Company Series B Warrants, and (iv) 10,530 Pre-Share Split Series B Shares issuable upon the exercise of Kreos Capital Warrants, in each case of clauses (ii) and (iv), issued and outstanding as of the date of this Agreement. All Company Options outstanding as of the date of this Agreement are evidenced by award agreements pursuant to the ESOP in substantially the forms previously Made Available to SPAC.

(c) Set forth in Section 3.3(c) of the Company Disclosure Letter is a true and correct list of each holder of Pre-Share Split Shares and the number of Pre-Share Split Shares held by each such holder as of the date hereof. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, there are no other shares of the Company issued or outstanding as of the date of this Agreement. All of the issued and outstanding Pre-Share Split Shares: (i) have been duly authorized and validly issued and allotted and are fully paid and non-assessable; (ii) have been offered, sold and issued by the Company in compliance with applicable Laws, and all requirements set forth in (x) the Company Articles of Association and the Company Shareholders’ Agreements and (y) any other applicable Contracts governing the issuance or allotment of such securities to which the Company is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any Encumbrance, purchase option, call option, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Company Articles of Association, and the Company Shareholders’ Agreements or any other Contract, in any such case to which the Company is a party or otherwise bound.

(d) Except as otherwise set forth in this Section 3.3(d) or as contemplated by this Agreement or the other Transaction Documents, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of the Company exercisable or exchangeable for Pre-Share Split Shares, 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 shares, the surrender or forfeiture of outstanding shares, the sale of treasury shares or the issuance or sale by the Company of other Equity Securities of the Company, or for the repurchase or redemption by the Company of shares or other Equity Securities of the Company or the value of which is determined by reference to shares or other Equity Securities of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Pre-Share Split Shares or other Equity Securities of the Company.

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Section 3.4 Capitalizationof the Subsidiaries.

(a) The outstanding share capital or other Equity Securities of each of the Company’s Subsidiaries, to the extent applicable and where required by applicable Laws (i) have been duly authorized and validly issued and allotted, and are, fully paid and non-assessable; (ii) have been offered, sold, issued and allotted in compliance with applicable Laws, including federal and state securities Laws, and all requirements set forth in (x) the Organizational Documents of each such Subsidiary, and (y) any other applicable Contracts governing the issuance or allotment of such securities to which such Subsidiary is a party or otherwise bound; and (iii) except as set forth on Section 3.4(a) of the Company Disclosure Letter, are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of each such Subsidiary or any other Contract, in any such case to which each such Subsidiary is a party or otherwise bound.

(b) Except as set forth on Section 3.4(b) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, the Company owns, directly or indirectly through its Subsidiaries, of record and beneficially all the issued and outstanding Equity Securities of such Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances.

(c) Except as set forth on Section 3.4(c) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of any such Subsidiary exercisable or exchangeable for any Equity Securities of such Subsidiary, 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 by any such Subsidiary of additional shares, the sale of treasury shares or the issuance or sale by such Subsidiary of other Equity Securities of such Subsidiary, or for the repurchase or redemption by such Subsidiary of shares or other Equity Securities of such Subsidiary the value of which is determined by reference to shares or other Equity Securities of such Subsidiary, and there are no voting trusts, proxies or agreements of any kind which may obligate any such Subsidiary to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Securities.

Section 3.5 Authorization.

(a) The Company has all corporate power and authority to (i) enter into, execute and deliver this Agreement and each of the other Transaction Documents to which it is or will be a party, and (ii) subject to the Company Shareholders’ Approval having been obtained, consummate the transactions contemplated hereby and thereby (including the Transactions) and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby (including the Transactions) have been duly and validly authorized and approved by the Company Board, and no other company or corporate proceeding on the part of the Company is necessary (i) to authorize this Agreement and the other Transaction Documents to which the Company is a party and (ii) subject to the Company Shareholders’ Approval having been obtained, to consummate the transactions contemplated hereby and thereby (including the Transactions). This Agreement has been, and on or prior to the Closing, the other Transaction Documents to which the Company is a party will be, duly and validly executed and delivered by the Company, and assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and on or prior to the Closing, the other Transaction Documents to which the Company is a party will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other applicable Laws now or hereafter in effect of general application affecting enforcement of creditors’ rights generally, and (y) as limited by applicable Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies (collectively, the “Enforceability Exceptions”).

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(b) The approval and authorization of the Company Capital Restructuring, the issuance of the Company Ordinary Shares that constitute Merger Consideration, the termination of the Company Shareholders’ Agreements and the assumption of the SPAC Warrants converted into Company Warrants require approval by a special resolution of the holders of at least two-thirds (2/3) of the issued and outstanding Pre-Share Split Shares, which shall include (x) approval of a majority of the Series B Preferred Shares, (y) more than seventy-five percent (75%) of the issued and outstanding Company Preferred Shares, and (z) solely to the extent the Company Shareholders’ Approval is obtained through a Company Shareholders’ Meeting, the explicit consent of EIC Fund, each of which, being entitled to do so, (A) attended and voted in person or by proxy at a general meeting at which a quorum was present and of which notice specifying the intention to propose the resolution as a special resolution was duly given, pursuant to the terms and subject to the conditions of the Company Articles of Association and applicable Laws or (B) unanimously resolved in writing (the “Company Shareholders’ Approval”).

(c) The Company Shareholders’ Approval constitutes the only votes and approvals of holders of Pre-Share Split Shares and other Equity Securities of the Company necessary in connection with execution by the Company of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, including the Closing. The Company Shareholders’ Approval, if and when obtained as contemplated in Section 3.5(b), will have been obtained in compliance with the Company Articles of Association and applicable Laws.

(d) On or prior to the date of this Agreement, the Company Board has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party and the transactions contemplated hereby and thereby (including the Transactions) are advisable and fair to, and in the best interests of, the Company and its shareholders, as applicable, (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party and the transactions contemplated hereby and thereby (including the Transactions), and (iii) directing that the Transactions and the Company Transaction Proposals be submitted to the Company Shareholders for approval and authorization.

Section 3.6 Consents;No Conflicts.

(a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or any other Person is required on the part of the Company with respect to the Company’s execution, delivery or performance of its obligations under this Agreement or the Transaction Documents to which the Company is or will be party or the consummation of the transactions contemplated by this Agreement or by the Transaction Documents, except for (i) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby, (ii) filing of applicable notifications with the Finnish Trade Register maintained by the Finnish Patent and Registration Office regarding the transactions contemplated by this Agreement or by the Transaction Documents, (iii) issuing the Company Ordinary Shares underlying the Company ADSs constituting the Merger Consideration or issuable upon exercise of the Company Warrants in book-entry form in the systems of Euroclear Finland Oy, (iv) pursuant to funding agreements with Governmental Entities, or (v) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would be material to the Group Companies, taken as a whole.

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(b) Neither the execution, delivery or performance by the Company of this Agreement nor the Transaction Documents to which the Company is or will be a party and, subject to receipt of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by this Section 3.6 nor the consummation by the Company of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Company’s Articles of Association or the Company Shareholders’ Agreements, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Material Contract to which any Group Company is a party or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any Group Company or any of its properties or assets are bound, or (iv) result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the assets or properties of any Group Company, except, in the case of clauses (ii) through (iv) above, as would not be material to the Group Companies, taken as a whole or prevent, materially delay or materially impair the ability of the Company to timely consummate the Transactions.

Section 3.7 Permits. Each of the Group Companies has all Permits (the “Material Permits”) that are required to own, lease or operate its properties and assets and to conduct its business as currently conducted, except where the failure to hold the same would not be material to the Group Companies, taken as a whole. Each Material Permit is in full force and effect in accordance with its terms and no written notice of revocation, cancellation or termination of any Material Permit has been received by the Group Companies, except, in each case, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

Section 3.8 Compliancewith Sanctions Laws, Anti-Corruption Laws and Anti-Money Laundering Laws. Except as disclosed in Section 3.8 of the Company Disclosure Letter:

(a) To the Company’s knowledge, for the past five (5) years prior to the date of this Agreement, neither the Group Companies nor any of their directors or officers, nor any of their employees, agents, or other third-party representatives acting for or on behalf of any of the foregoing is or has been a Prohibited Person or otherwise is engaging or has engaged in dealings with a Prohibited Person in connection with the business of the Company.

(b) For the past five (5) years prior to the date of this Agreement, the Group Companies have not violated in any material respect any Sanctions Laws, Anti-Corruption Laws, Ex-Im Laws, or Anti-Money Laundering Laws.

(c) For the past five (5) years prior to the date of this Agreement, neither the Group Companies nor, to the Company’s knowledge, any of their directors or officers nor any of their employees, agents, or any third-party representatives acting for or on behalf of any of the foregoing has, in contravention of any Anti-Corruption Laws, (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate which was not in compliance with domestic Law, or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment under any Anti-Corruption Laws in connection with the business of the Company.

(d) For the past five (5) years prior to the date of this Agreement, none of the Group Companies has, to the Company’s knowledge, been the subject of any allegation, voluntary disclosure, investigation, prosecution or enforcement action, by a Governmental Authority, related to any Sanctions Laws, Anti-Corruption Laws, Ex-Im Laws, or Anti-Money Laundering Laws.

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Section 3.9 TaxMatters.

(a) Each Group Company has prepared and filed all material Tax Returns required to have been filed by it, all such Tax Returns are true, complete and correct in all material respects and prepared in compliance in all material respects with all applicable Laws, and each Group Company has paid all material Taxes required to have been paid or deposited by it regardless of whether shown on a Tax Return.

(b) Each Group Company has timely withheld, collected and paid to the appropriate Tax Authority all material amounts required to have been withheld, collected and paid.

(c) No Group Company is currently the subject of a Tax Contest. No Group Company has been informed in writing of the commencement or anticipated commencement of any Tax audit or examination that has not been resolved or completed.

(d) No Group Company has consented to extend or waive the time in which any Tax may be assessed or collected by any Governmental Authority, other than any such extensions or waivers that are no longer in effect or that were extensions of time to file Tax Returns obtained in the ordinary course of business.

(e) No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Tax Law), private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into or issued by any Governmental Authority with respect to a Group Company which agreement or ruling would be effective after the Closing Date.

(f) No Group Company will be required to include any item in taxable income, or exclude any item of deduction, for any period ending after the Closing Date by reason of (i) a change in method of accounting for any period (or portion thereof) ending on or before the Closing Date, (ii) a use of an improper method of accounting for any period (or portion thereof) ending on or before the Closing Date, (iii) an installment sale or open transaction disposition made on or prior to the Closing Date, (iv) an election made pursuant to Section 965(h) of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Law), (v) any prepaid amount received or deferred revenue accrued on or prior to the Closing Date outside of the ordinary course of business or (vi) any intercompany item under Treasury Regulation Section 1.1502-13 (or any corresponding or similar provision of state, local or non-U.S. Tax Law) or excess loss account under Treasury Regulation Section 1.1502-19 (or any corresponding or similar provision of state, local or non-U.S. Tax Law).

(g) As of the date of this Agreement, no Transfer Taxes will be payable in Finland in connection with the Transactions at Closing.

(h) The unpaid Taxes of the Group Companies (i) for all periods ending on or before the date of the Unaudited Financial Statements do not, in the aggregate, materially exceed the reserve for Tax liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Unaudited Financial Statements and (ii) will not, in the aggregate, materially exceed that reserve as adjusted for operations and transactions through the Closing Date that occur in the ordinary course of business.

(i) No Group Company is or has been a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any corresponding or similar provision of state, local or non-U.S. Tax Law).

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(j) There are no Encumbrances for Taxes on any assets of the Group Companies or any Equity Securities of any Group Company other than Permitted Encumbrances.

(k) No Group Company was a “distributing corporation” or a “controlled corporation,” each within the meaning of Section 355(a)(1)(A) of the Code, in a distribution intended to qualify under Section 355 of the Code (i) within the past two (2) years or (ii) as part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Transactions.

(l) No Group Company has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was a Group Company or any of its current Affiliates).

(m) No written claims have ever been made by any Governmental Authority in a jurisdiction where a Group Company does not file Tax Returns that such Group Company is or may be subject to taxation by that jurisdiction, which claims have not been resolved or withdrawn.

(n) No Group Company is a party to any Tax allocation, Tax sharing or Tax indemnity or similar agreements (other than a Contract entered into in the ordinary course of business the principal purpose of which does not relate to Taxes) and no Group Company is a party to any joint venture, partnership or other arrangement that is treated as a partnership for U.S. federal income Tax purposes.

(o) Each Group Company is tax resident only in its country of organization, incorporation or formation, as applicable.

(p) The Company is, and has been since its formation, (i) organized under the Finnish Companies Act and (ii) treated as a foreign corporation for United States federal income tax purposes.

(q) The Company has not been at any time during the five (5) year period ending on the Closing Date, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code.

(r) No Group Company 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. No Group Company (other than IQM US Inc.) is engaged in a trade or business in the United States.

Section 3.10 FinancialStatements.

(a) The Company has prepared and delivered to SPAC the audited consolidated financial statements consisting of the balance sheets and related statements of operations and income, cash flows and shareholders’ equity of the Group Companies as of and for the fiscal year ended December 31, 2024 and related notes, accompanied by an audit report of the Company’s independent public accountants (the “AuditedFinancial Statements”). The Audited Financial Statements have been derived from the books and records of the Group Companies. The Audited Financial Statements have been prepared in all material respects in accordance with FAS (Finnish Accounting Standards) applied on a consistent basis throughout the periods indicated therein (except as may be indicated in the notes thereto). The Audited Financial Statements fairly present, in all material respects, the financial condition as of the respective dates thereof and the operating results of the Group Companies for the periods covered thereby. The Audited Financial Statements, when delivered by the Company for inclusion in the Proxy/Registration Statement for filing with the SEC, will comply in all material respects with the applicable accounting requirements (including the standards of the U.S. Public Company Accounting Oversight Board) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof (including, to the extent applicable to the Company, Regulation S-X).

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(b) The Group Companies have established and maintain systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with applicable accounting standards and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods covered by the Financial Statements, have maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies, in each case in all material respects.

(c) Since the date of the Unaudited Financial Statements and as of the date hereof, to the Company’s knowledge, no Group Company has received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies, or (iii) fraud or corporate misappropriation, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies.

Section 3.11 Absenceof Changes. During the period beginning on January 1, 2025 and ending on the date of this Agreement, (a) no Company Material Adverse Effect has occurred, and (b) except as related to the incurrence of Company Transaction Expenses, entry into the PIPE Subscription Agreements or with respect to the Company Capital Restructuring, or as expressly contemplated by this Agreement any other Transaction Document or in connection with the Transactions, the Group Companies have conducted their business in the ordinary course in all material respects.

Section 3.12 Actions. There is (and since January 1, 2024 (the “Lookback Date”), there has been) no Proceeding pending or, to the Company’s knowledge, threatened by or against any Group Company that, if adversely decided or resolved, would reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole or that would prevent, materially delay or materially impair the ability of the Company to timely consummate the Transactions. Neither the Group Companies nor any of their respective properties or assets are subject to any material Order (including any Order that would prevent, materially delay or materially impair the ability of the Company to timely consummate the Transactions). As of the date of this Agreement, there are no material Proceedings by a Group Company pending against any other Person.

Section 3.13 UndisclosedLiabilities. Neither the Company nor any of its Subsidiaries has any Liabilities required to be reflected or reserved for on a balance sheet prepared in accordance with IFRS, except for Liabilities (a) reflected or reserved for in the Audited Financial Statements or disclosed in any notes thereto, (b) that have arisen since the date of the Most Recent Balance Sheet in the Ordinary Course, (c) that are executory obligations under any Contract to which the Company or any of its Subsidiaries is a party or by which it is bound, (d) arising under this Agreement or other Transaction Documents, (e) that will be discharged or paid off prior to the Closing, or (f) which would not be material to the Group Companies, taken as a whole.

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Section 3.14 Productsand Services.

(a) Since the Lookback Date, the Group Companies have not manufactured, sold or supplied products or provided services which do not comply in any material respect with any warranties or representations made by any Group Company or with all applicable Laws.

(b) Since the Lookback Date, save for warranty obligations in the ordinary course of business, the Group Companies have not in material respects agreed to take back, replace or make good any defective goods or to rebuild, rectify or repeat any services free of charge or to issue a credit note or to write off or reduce indebtedness in respect of any products or services supplied by the Group Companies.

(c) The Group Companies have not received notice of any material claim which remains outstanding alleging any breach of representation or warranty of any goods, services, work or materials supplied or provided by the Group Companies, nor are there any circumstances which could give rise to any such claim.

Section 3.15 MaterialContracts and Commitments.

(a) Section 3.15 of the Company Disclosure Letter sets forth a list of the following Contracts (other than Benefit Plans) to which a Group Company is, as of the date of this Agreement, a party or otherwise bound (each Contract required to be set forth on Section 3.15 of the Company Disclosure Letter, together with each Contract entered into after the date hereof that would have been required to be set forth on Section 3.15(a) of the Company Disclosure Letter if entered into prior to the execution and delivery of this Agreement, collectively, the “MaterialContracts”):

(i) any Contract (A) in respect of Indebtedness of any Group Company having an outstanding principal amount in excess of $500,000 or (B) pursuant to which an Encumbrance (other than any Permitted Encumbrance) is placed on any assets or properties of any Group Company to secure any Indebtedness having a principal or stated amount in excess of $500,000;

(ii) any Contract under which any Group Company is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any Contract under which the aggregate annual rental payments do not exceed $500,000;

(iii) any Contract under which any Group Company is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by such Group Company, except for any Contract under which the aggregate annual rental payments do not exceed $500,000;

(iv) any (A) joint venture, profit-sharing, legal partnership, co-promotion or commercialization Contract; or (B) collaboration, research and development or other similar Contract entered into outside of the ordinary course of Business;

(v) any Contract (A) pursuant to which any Group Company has granted any third Person a license or covenant not to sue under any of the Company Owned Intellectual Property (an “Outbound License”), other than Standard Outbound Licenses, and (B) pursuant to which any third Person has granted any Group Company a license or covenant not to sue under any of such third Person’s Intellectual Property Rights (an “Inbound License”), other than Standard Inbound Licenses;

(vi) any Contract that (A) limits in any material respect the freedom of any Group Company to engage or compete in any line of business or with any Person or in any area or that would so limit, in any material respect, the operations of any Group Company, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting the ability of any Group Company to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer in any material respect or that would so limit or purports to limit, in any material respect, the operations of any Group Company, or following the Closing, LuxCo or any of its Affiliates;

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(vii) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by any Group Company in an amount in excess of (A) $500,000 annually or (B) $1,000,000 over the term of the Contract;

(viii) any Contract requiring any Group Company to guarantee the Liabilities of any Person (other than the Company or a Subsidiary of the Company) or pursuant to which any Person (other than the Company or a Subsidiary of the Company) has guaranteed the Liabilities of a Group Company, in each case in excess of $500,000;

(ix) any Contract under which any Group Company has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person or made any capital contribution to, or other investment in, any Person (other than the Company or a Subsidiary of the Company);

(x) any Contract required to be disclosed on Section 3.23 of the Company Disclosure Letter;

(xi) any Contract with any Person (A) pursuant to which any Group Company may be required to pay milestones, royalties or other contingent payments that in aggregate exceed $1,000,000 based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which any Group Company grants to any Person any right of first refusal, right of first negotiation, or option to purchase any Company Owned Intellectual Property, which individual item of Company Owned Intellectual Property is material to the business of the Group Companies, taken as a whole;

(xii) any agreement for the employment or engagement of any current individual service provider of any Group Company that (A) provides for annual base compensation in excess of $200,000, (B) provides for the payment or accelerated vesting of any form of compensation or benefits upon the consummation of the transactions contemplated hereby, or (C) cannot be terminated by any Group Company without severance or similar separation payments as required by Law on written notice of three (3) months or less;

(xiii) any Contract providing for any Company Change of Control Payment;

(xiv) any CBA;

(xv) any Contract for the disposition of any portion of the assets or business of any Group Company or for the acquisition by any Group Company of the assets or business of any other Person (other than acquisitions or dispositions of inventory made in the ordinary course of business), or under which any Group Company has any continuing obligation with respect to an “earn-out”, contingent purchase price or other contingent or deferred payment obligation;

(xvi) any settlement, coexistence, covenant not to sue, covenant to sue, conciliation or similar Contract (A) the performance of which will or would be reasonably likely to involve any payments in excess of $500,000 after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes or is reasonably likely to impose, at any time in the future, any material, non-monetary obligations on any Group Company;

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(xvii) any Contract regarding any material indemnification obligations incurred or provided by any Group Company other than in the ordinary course of business;

(xviii) any other Contract the performance of which requires either (A) annual payments to or from any Group Company in excess of $500,000 or (B) aggregate payments to or from any Group Company in excess of $1,000,000 over the term of the agreement and, in each case, that is not terminable by the applicable Group Company without penalty upon less than thirty (30) days’ prior written notice;

(xix) any Contract with any Major Customer or Material Supplier; and

(xx) any Restructuring Document to which the Company is a party or otherwise bound.

(b) (i) Each Material Contract is valid and binding on the applicable Group Company and, to the Company’s knowledge, the counterparty thereto, subject in each case to the Enforceability Exceptions, and is in full force and effect, (ii) the applicable Group Company and, to the Company’s knowledge, the counterparties thereto are not in material breach of, or material default under, any Material Contract, (iii) to the Company’s knowledge, no event or omission has occurred that, through the passage of time or the giving of notice, or both, would constitute a default in any material respect thereunder or cause the acceleration of any Group Company’s obligations thereunder or result in the creation of any Encumbrance, other than Permitted Encumbrances, (iv) the Company has delivered or Made Available to the SPAC true, complete and accurate copies of each Material Contract, including all material amendments, schedules, ancillary documents, annexes, exhibits or certificates related thereto, subject to any confidentiality restrictions imposed by any Material Contract, and (v) as of the date hereof, no Group Company has received written, or to the Company’s knowledge, oral, notice of termination, cancellation or non-renewal of any Material Contract.

(c) Except as otherwise set forth in this Agreement, for purposes of translating an amount denominated in a currency other than U.S. dollars into U.S. dollars as of a specified date, such amount shall be determined using the closing rate for exchanges between such currency and U.S. dollars quoted by Bloomberg for the trading day immediately preceding such date.

Section 3.16 Title;Properties.

(a) Each of the Group Companies has good and valid title to all of the real property and assets (other than Intellectual Property Rights, which in each case is addressed in Section 3.17) owned by it, whether tangible or intangible (including those reflected in the Audited Financial Statements), together with all assets (other than Intellectual Property Rights, which in each case is addressed in Section 3.17) which are, in each case material to the business of the Group Companies taken as a whole, and in each case free and clear of all Encumbrances, other than Permitted Encumbrances.

(b) Each Company Material Lease is a valid and binding obligation of the applicable Group Company, enforceable in accordance with its terms against such Group Company, and to the Company’s knowledge, each other party thereto, subject to the Enforceability Exceptions. There is no material breach by the relevant Group Company under any Company Material Lease.

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(c) No Group Company owns or has ever owned or has a leasehold interest in any real property other than as held pursuant to their respective leases or leasehold interests (including tenancies) in such property (each Contract evidencing such interest, a “Company Lease”, and any Company Lease involving rent payments in excess of $1,000,000 on an annual basis, a “Company Material Lease”). Section 3.16(c) of the Company Disclosure Letter sets forth as of the date of this Agreement each Company Material Lease and the address of the property demised or leased under each such Company Material Lease. True and complete copies of all such Company Leases have been Made Available to SPAC. Except as would not, individually or in the aggregate, reasonably be material to the Group Companies, taken as a whole, (i) each Company Material Lease is in compliance with applicable Laws, and (ii) all Governmental Orders required under applicable Laws in respect of any Company Material Lease have been obtained, including with respect to the operation of such property and conduct of business on such property as now conducted by the applicable Group Company which is a party to such Company Material Lease.

Section 3.17 IntellectualProperty Rights.

(a) Section 3.17(a) of the Company Disclosure Letter sets forth a true, complete and correct list of all currently issued or pending Company Registered Intellectual Property. Section 3.17(a) of the Company Disclosure Letter lists, for each such item disclosed (i) the owner(s) of such item, (ii) the jurisdictions in which such item has been issued, registered or filed, (iii) the issuance, registration or application date, as applicable, for such item and (iv) the issuance, registration or application number, as applicable, for such item.

(b) As of the date of this Agreement and except as would not reasonably be expected to have a Material Adverse Effect: (i) there is no Proceeding pending against any Group Company and there has been no such Proceeding since the Lookback Date, (ii) no Group Company has received any written communications since the Lookback Date, in each case of (i) and (ii), (A) alleging that a Group Company infringed, misappropriated or otherwise violated any Intellectual Property Rights of any other Person, or (B) challenging the validity, enforceability, use or exclusive ownership of any Company Owned Intellectual Property, and (iii) no Group Company has received any written communications since the Lookback Date inviting any Group Company to take a license under any Patent or consider the applicability of any Patents to any products or services of the Group Companies or to the conduct of the Business of the Group Companies.

(c) Since the Lookback Date, no issuance or registration obtained and no application filed by the Group Companies for any Company Registered Intellectual Property has been cancelled, abandoned, allowed to lapse or not renewed, except with respect to any such Company Registered Intellectual Property that was no longer deemed material to the Group Companies’ business in the Company’s business judgment. As of the date of this Agreement, the Company has not received written notice of any pending Proceedings challenging the validity or registrability of any of the Company Registered Intellectual Property, including notice of any such litigations, interference, re-examination, inter parties review, reissue, opposition, nullity, or cancellation proceedings pending that relate to such Company Registered Intellectual Property.

(d) Except as provided on Section 3.17(d) of the Company Disclosure Letter, (i) the Group Company solely and exclusively owns all right, title and interest in and to the Company Owned Intellectual Property free and clear of all Encumbrances (other than Permitted Encumbrances). For all Patents listed in Section 3.17(a) of the Company Disclosure Letter, each inventor of the Patent has assigned their rights to a Group Company in accordance with applicable laws. No Group Company has transferred ownership of, or granted any exclusive license with respect to, any material Company Owned Intellectual Property to any other Person. Other than with respect to pending applications, the Company Registered Intellectual Property is subsisting, and to the Company’s knowledge, valid and enforceable. None of the Group Companies are subject to any outstanding Governmental Order that restricts in any manner the use, sale, transfer, licensing or exploitation of any material Company Owned Intellectual Property by the Group Companies or that adversely affects the validity, use or enforceability of any such Company Owned Intellectual Property.

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(e) No Group Company has used or distributed any Software licensed under any Open Source License, in whole or in part, in any manner that: (i) requires the disclosure or distribution in source code form of any material Company Software (other than the underlying open source Software itself), or (ii) requires the licensing of any material Company Software (other than the underlying open source Software itself) for the purpose of making derivative works.

(f) All employees and independent contractors who independently or jointly contributed to or otherwise participated in the authorship, invention, creation, improvement, modification or development of any material Intellectual Property Right for or on behalf of any Group Company have executed and delivered to a Group Company a written contract providing for (i) the non-disclosure by such Person of all Trade Secrets of the Group Companies disclosed to such Person by the Group Companies, and (ii) the assignment by such Person to a Group Company of all such Intellectual Property Rights authored, invented, created, improved, modified or developed, as applicable, by such Person in the course of their employment or other engagement with such Group Company.

(g) No Contract to which a Group Company is, as of the date of this Agreement, a party or otherwise bound obligates any Group Company to develop any Intellectual Property Rights for any third Person (including any customer or end user) under terms that confer upon such third Person any ownership right, exclusive license, or other exclusive right with respect to any Intellectual Property Rights developed by the Group Companies under such Contract which Intellectual Property Rights are material to the Business of the Group Companies taken as a whole.

(h) To the Company’s knowledge, each Group Company has taken commercially reasonable steps to safeguard and maintain the secrecy of any Trade Secrets owned by any Group Company and that such Group Company intended to maintain as confidential, and, to the Company’s knowledge, each Group Company has not disclosed any material Trade Secrets to any other Person that the Group Company intended to maintain as confidential unless such disclosure was under a written non-disclosure agreement containing appropriate limitations on use, reproduction and disclosure. To the Company’s knowledge, since the Lookback Date, there has been no violation or unauthorized access to or disclosure of any material Trade Secrets of any Group Company.

(i) Except as would not reasonably be expected to be material to the Group Companies, taken as a whole, to the Company’s knowledge, the conduct and operation of the Business of the Group Companies, including the Group Companies’ use and other exploitation of Company Owned Intellectual Property or Company Licensed Intellectual Property in the conduct and operation of the Business as currently conducted, does not infringe, misappropriate or otherwise violate, and since the Lookback Date has not infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any other Person.

(j) To the Company’s knowledge, since the Lookback Date, no third party is or was infringing, misappropriating, or otherwise violating any Company Owned Intellectual Property in any material respect. No Group Company has made any written claim against any Person alleging any infringement, misappropriation or other violation of any Company Owned Intellectual Property.

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(k) As of the date of this Agreement, except as listed on Section 3.17(k) of the Company Disclosure Letter, none of the Company Owned Intellectual Property has been developed with the assistance or use of any funding from any Governmental Authority, university, college, research institute or other educational institution, where, as a result, such Governmental Authority, university, college, research institute or other educational institution has any rights, title or interest in or to such Company Owned Intellectual Property. To the extent any such Governmental Authority, university, college, research institute or other educational institution has any rights, title or interest in or to any Company Owned Intellectual Property that is material to the Business of the Group Companies, such rights, title or interest do not materially restrict or impair any Group Company’s ability to conduct or operate the Business as currently conducted.

(l) The Group Companies possess all source code and other documentation and materials necessary to compile and operate the material Company Software or other material proprietary Software that is owned by the Group Companies.

(m) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Group Companies: (i) use all generative artificial intelligence technology (“Generative AI Tools”) in material compliance with applicable laws; (ii) have not included and do not include any Personal Data or Trade Secrets of the Group Companies in any prompts or inputs into any Generative AI Tools, except in cases where the providers of such Generative AI Tools are subject to contractual obligation to not use such information, prompts, or services to train the machine learning or algorithm of such tools; and (iii) have not used Generative AI Tools to develop any Company Owned Intellectual Property or other Intellectual Property Rights material to the Business of the Group Companies and that the applicable Group Company intended to maintain as proprietary in a manner that is reasonably expected to materially affect such Group Company’s ownership or rights therein.

(n) Except as would not reasonably be expected to have a Company Material Adverse Effect, neither the execution, delivery, or performance of this Agreement (or any of the other Transaction Documents) nor the consummation of the Transactions will result in any (i) Encumbrance on or loss or impairment of any Company Owned Intellectual Property, or (ii) the release, disclosure, or delivery of any source code for any Company Software by or to any escrow agent or other Person

Section 3.18 DataSecurity.

(a) The Company has, at all applicable times since January 1, 2023 complied in all material respects with all applicable (A) Privacy Laws, (B) Group Company’s written policies and notices regarding Personal Data, and (C) Group Company’s legally binding obligations with respect to Personal Data under any Contracts or industry standards as appropriate to the Company’s business and the nature of the Personal Data Processed to which the relevant Group Company purports to adhere (clauses (A), (B), and (C) collectively, “PrivacyRequirements”). Each Group Company has implemented and, in the four (4) years prior to the date of this Agreement, maintained commercially reasonable administrative, technical and organizational safeguards in accordance with industry standards as appropriate to the Company’s business and the nature of the Personal Data Processed designed to protect the confidentiality, integrity and availability of the Personal Data in its possession or under its control against loss, theft, misuse or unauthorized access, use, modification, alteration, destruction or disclosure. Each Group Company provides its employees with regular training on privacy and data security matters. Each Group Company has entered into agreements that require that any third party authorized by the relevant Group Company to access, collect or Process Personal Data at its direction and on its behalf has implemented and maintained appropriate administrative, technical and organizational safeguards. To the Company’s knowledge, any third party who has provided Personal Data to the Company or processed Personal Data on its behalf since January 1, 2024, has done so in material compliance with applicable Privacy Laws.

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(b) Since January 1, 2023, there have been no (i) breaches of a Group Company’s security that resulted in material unauthorized access to or misuse, disclosure, modification, or destruction of any Personal Data in the possession or control of the Group Companies or used, collected or Processed by or at the direction of and on behalf of the Group Companies, or (ii) a incidents that have resulted in a requirement to provide notice to any Person pursuant to any applicable Privacy Requirements (“Security Incident”). Since January 1, 2023, the Group Companies have not received any written notice of any investigations or inquiries from any Governmental Authority or written notice of other claims by any Person by or before any Governmental Authority, in each case related to the Group Companies’ Processing of Personal Data or the violation of any applicable Privacy Requirements, nor has any Group Company been charged with the material violation of any applicable Privacy Laws. The Company has, since January 1, 2023, conducted commercially reasonable privacy and security reviews at regular intervals and timely mitigated any critical or high-severity issues or vulnerabilities identified by such reviews.

(c) To the Company’s knowledge, no Group Company is subject to any applicable Privacy Requirements that, following and because of the Closing, would prohibit the relevant Group Company from Processing any Personal Data in substantially the same manner in which the relevant Group Company Processed such Personal Data immediately prior to the Closing. To the Company’s knowledge, the performance of the Transactions by the Group Companies will not violate applicable Privacy Requirements.

(d) Each Group Company owns or has a license to use the relevant Company IT Systems as reasonably necessary to operate the Business of the relevant Group Company as currently conducted and is able to continue using such Company IT Systems after the Transactions in the same manner as currently used, free from any new restrictions. The relevant Group Companies have taken commercially reasonable precautions designed to protect, as applicable, the confidentiality, integrity and security of the material Company IT Systems. To the Company’s knowledge, all Company IT Systems are (i) free from any unremediated critical or high-severity “Trojan horse,” “ransomware,” or malicious code, material defect, material bug, or material programming, material design or material documentation error and (ii) in good working condition to perform all material information technology operations reasonably necessary for the operation of the applicable Group Company Business (except for ordinary wear and tear). To the Company’s knowledge, since January 1, 2023, there have not been any material failures or breakdowns of any Company IT Systems that have resulted in material disruption to the Business.

(e) Each Group Company owns or has a license to use the relevant Company IT Systems as reasonably necessary to operate the Business of the relevant Group Company as currently conducted. The relevant Group Companies have taken commercially reasonable precautions designed to protect, as applicable, the confidentiality, integrity and security of the material Company IT Systems. To the Company’s knowledge, all Company IT Systems are (i) free from any “Trojan horse,” “ransomware,” or other malicious code, material defect, material bug, or material programming, material design or material documentation error and (ii) in good working condition to perform all material information technology operations reasonably necessary for the operation of the applicable Group Company Business (except for ordinary wear and tear). Since January 1, 2023, there have not been any material defects, failures or breakdowns of any Company IT Systems.

Section 3.19 Laborand Employee Matters.

(a) The Group Companies are and since the Lookback Date have been in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all applicable laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of individual independent contractors and exempt and non-exempt employees), immigration (including the proper confirmation of employee visas), harassment, discrimination and retaliation, disability rights or benefits, equal opportunity and layoffs, terminations, workers’ compensation, pension, labor relations, employee leave issues, affirmative action and affirmative action plan requirements and unemployment insurance.

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(b) Since the Lookback Date: (i) none of the Group Companies (A) has or has had any material Liability for any arrears of or unpaid wages or other compensation for services to their current or former officer, directors, employees and individual independent contractors (including salaries, overtime, wage premiums, commissions, fees or bonuses) under applicable Law, Contract or company policy, or any penalty, fines, Taxes, interest or other sums for failure to comply with any of the foregoing, or (B) has or has had any material Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security, social insurances or other benefits or obligations for any current or former employees of any Group Company (other than routine payments to be made in the normal course of business and consistent with past practice); and (ii) the Group Companies have withheld all amounts required by applicable Law or by agreement to be withheld from wages, salaries and other payments to employees or individual independent contractors or other individual service providers of each Group Company, except as has not resulted in material Liability to the Group Companies, taken as a whole.

(c) The Group Companies have in all material respects complied with any applicable CBA.

(d) There have been no events that could cause an increase in the disability pension contribution pension class (Fi. työkyvyttömyyseläkkeenmaksuluokka) applied by the Group Companies. The Group Companies have not terminated any employment or director contract for which any Group Company would be obligated to pay the liability component or transition security contribution to the employment fund (Fi. työllisyysrahasto).

(e) Since the Lookback Date, there has been no actual or, to the Company’s knowledge, threatened unfair labor practice complaints or charges, material grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against any Group Company.

(f) Except as would not reasonably be expected to be material to the Group Companies, taken as a whole, to the Company’s knowledge, no current or former employee or individual independent contractor of any Group Company is in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other similar obligation: (i) owed to any Group Company or (ii) owed to any third party with respect to such person’s right to be employed or engaged by the applicable Group Company.

(g) To the Company’s knowledge, no current employee with aggregate annual compensation in excess of $200,000, intends to terminate his or her employment prior to the one (1) year anniversary of the Closing Date.

(h) Since the Lookback Date, the Group Companies have complied with applicable laws related to employee layoffs, reduction-in-force, furlough, temporary layoff, unilateral modification of an essential term in the employment contract, material work schedule change or reduction in hours, or reduction in salary or wages.

(i) The Group Companies have promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination, retaliation or policy violation allegations of which they are aware. With respect to each such allegation with potential merit, the Group Companies have taken prompt corrective action that is reasonably calculated to prevent further improper conduct. The Group Companies do not reasonably expect any Liability with respect to any such allegations relating to officers, directors, employees, contractors, or agents of any Group Company.

(j) No audit of a Group Company by a Governmental Authority is being conducted, or, to the Company’s knowledge, is pending, in respect of any foreign workers.

(k) There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and no Group Company has been reassessed in any material respect under such legislation since the Lookback Date and, to the Company’s knowledge, no audit of any Group Company is currently being performed pursuant to any applicable workplace safety and insurance legislation. There are no claims or potential claims which may materially adversely affect any Group Company’s accident cost experience in respect of its business.

(l) The Company has provided to SPAC all orders and inspection reports under applicable occupational health and safety legislation (“OHSA”) of the Group Companies for the period beginning on the Lookback Date and ending on the date of this Agreement. There are no charges pending under OHSA. Each Group Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.

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Section 3.20 Brokers. Except for fees (including the amounts due and payable assuming the Closing occurs) set forth on Section 3.20 of the Company Disclosure Letter (which fees shall be the sole responsibility of the Company, except as otherwise provided in Section 11.6), no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its Affiliates for which any of the Group Companies has any obligation.

Section 3.21 EnvironmentalMatters.

(a) None of the Group Companies have received any written notice, report, Order, communication or other information from any Governmental Authority or any other Person regarding any actual, alleged, or potential violation in any material respect of, failure to comply in any material respect with, or material Liability under, any Environmental Laws.

(b) Except as would not be material to the Group Companies, taken as a whole:

(i) The Group Companies are (and, since the Lookback Date, have been) in compliance with all Environmental Laws, which compliance has included obtaining, maintaining and complying with all Permits that are required pursuant to Environmental Laws for the ownership or occupation of their facilities and the operation of their business.

(ii) There is no Proceeding pending or, to the Company’s knowledge, threatened against any Group Company pursuant to Environmental Laws.

(iii) There has been no manufacture, release, treatment, storage, disposal, arrangement for disposal, transport or handling of, contamination by, or exposure of any Person to, any Hazardous Substances, in each case in a manner that has given or would give rise to Liabilities of the Group Companies under Environmental Law.

(iv) The Group Companies have not assumed, undertaken, provided an indemnity with respect to or otherwise knowingly become subject to any Liabilities of any other Person under Environmental Law.

(c) The Group Companies have Made Available to SPAC copies of all material written environmental reports, audits, and assessments and all other material environmental, health and safety documents that are in any Group Company’s possession or control since the Lookback Date relating to the current or former operations, properties or facilities of the Group Companies.

Section 3.22 Insurance. Section 3.22 of the Company Disclosure Letter sets forth a list of all material policies of fire, liability, workers’ compensation, property, casualty and other forms of insurance owned or held by any Group Company as of the date of this Agreement. All such policies are in full force and effect, all premiums due and payable thereon as of the date of this Agreement have been paid in full as of the date of this Agreement, and true, complete and correct copies of all such policies have been Made Available to SPAC. As of the date of this Agreement, no claim by any Group Company is pending under any such policies as to which coverage has been denied or disputed, or rights reserved to do so, by the underwriters thereof, except as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

Section 3.23 Transactionswith Affiliates.

(a) Section 3.23 of the Company Disclosure Letter sets forth all Contracts between (a) any Group Company, on the one hand, and (b) any officer, director, partner, member, manager, registered equityholder or Affiliate of any Group Company (other than, for the avoidance of doubt, any other Group Company) or any immediate family member of any of the foregoing Persons, on the other hand (each Person identified in this clause (b), a “Company Related Party”), other than (i) Contracts with respect to a Company Related Party’s employment with any of the Group Companies entered into in the ordinary course of business (including Benefit Plans, indemnification arrangements and other ordinary course compensation), (ii) the Company Shareholders’ Agreements, (iii) any Transaction Document, and (iv) Contracts entered into after the date of this Agreement that are either permitted pursuant to Section 6.1 or entered into in accordance with Section 6.1. No Company Related Party (A) owns any interest in any material asset used in any Group Company’s business, (B) possesses, directly or indirectly, any material financial interest in, or is a director or executive officer of, any Person which is a supplier, lender, partner, lessor, lessee or other material business relation of any Group Company, or (C) owes any material amount to, or is owed any material amount by, any Group Company (other than ordinary course accrued compensation, employee benefits, employee or director expense reimbursement or other transactions entered into after the date of this Agreement that are either permitted pursuant to Section 6.1 or entered into in accordance with Section 6.1). All Contracts, arrangements, understandings, interests and other matters that are required to be disclosed pursuant to this Section 3.23 are referred to herein as “Company RelatedParty Transactions.”

(b) All Company Related Party Transactions have been entered into on an arm’s length basis.

Section 3.24 ForeignPrivate Issuer. The Company qualifies as (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.

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Section 3.25 MajorCustomers and Major Suppliers.

(a) Section 3.25(a) of the Company Disclosure Letter sets forth a true, complete and correct list of the top ten customers of the Group Companies (the “Material Customers”) based on the gross sales for the fiscal year ended on December 31, 2025.

(b) Section 3.25(b) of the Company Disclosure Letter sets forth a true, complete and correct list of the top ten suppliers of the Group Companies for the fiscal year ended on December 31, 2025 (the “Material Vendors”).

(c) As of the date of this Agreement, (i) (A) no Material Customer has provided written, or to the Company’s knowledge, oral, notice to the Group Companies that such Material Customer intends to cease being a customer or materially limit or modify any of its existing business with any Group Company (other than due to the expiration of an existing contractual arrangement) and (B) none of the Material Customers is involved in or, to the Company’s knowledge, threatening any material Action against any Group Company or any of their respective businesses and (ii) (A) no Material Vendor has provided written, or to the Company’s knowledge, oral, notice to the Group Companies that such Material Vendor intends to cease doing business with or materially limit or modify any of its existing business with any Group Company (other than due to the expiration of an existing contractual arrangement) and (B) none of the Material Vendors is involved in or, to the Company’s knowledge, threatening any material Action against any Group Company or any of their respective businesses.

Section 3.26 Insolvency.

(a) None of the Group Companies (i) is insolvent or unable to pay its debts as they fall due, (ii) has stopped or suspended making payments of its debts generally or ceased to carry on all or substantially all of its business, (iii) has entered into any arrangement, compromise or composition with or assignment for the benefit of its creditors generally and (iv) has taken any corporate action or any legal proceedings in respect of a compromise, arrangement or assignment for the benefit of its creditors.

(b) No petition, application, order, resolution or other step has been taken or made for or in respect of (i) the winding-up, dissolution, administration or reorganization of any Group Company, (ii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, trustee in bankruptcy or similar officer in respect of any Group Company or any or all of its assets or revenues or (iii) the enforcement of any security over any assets of any Group Company.

(c) No distress, execution, sequestration, attachment or other legal process has been levied, enforced or sued out against any assets of any Group Company which remains undischarged.

(d) No events have occurred, and no circumstances exist, that would entitle any person to present a petition, make an application or give notice for the winding-up, bankruptcy, administration, reorganization or dissolution of any Group Company or for the appointment of a receiver, administrator, administrative receiver, compulsory manager, trustee or similar officer in respect of any Group Company or any or all of its assets or revenues.

Section 3.27 Subsidiesand Grants. The Group Companies have not received any governmental subsidies or other form of public financial support, grants, guarantees or benefits which can be reclaimed or be subject to claw-back resulting from the Transactions or on the basis of any facts, matters, occurrences or events relating to the period prior to Closing. The Group Companies have at all times complied with the terms and conditions of the subsidies, grants and other similar benefits received by it. Neither the entering into this Agreement nor the consummation of the Transactions is in violation of any terms and conditions of such subsidies, financial support, grants, guarantees or benefits received or to be received by any Group Company.

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Section 3.28 Litigationand Disputes. There is no pending, nor since the Lookback Date has there been any, complaint, claim, action, lawsuit, investigation or legal, administrative, arbitration, court or other proceeding involving any Group Company or affecting any material assets of any Group Company pending, nor is there, to the Company’s knowledge, any threat of such proceedings before or by any arbitration tribunal, court or public authority. There is no outstanding judgment, ruling, arbitral award or other decision (including provisional remedies and injunctions) applicable to any Group Company or otherwise affecting them.

Section 3.29 NoAdditional Representation or Warranties. Notwithstanding anything contained in this Agreement, the Company has made its own investigation of the SPAC and the Sponsor. The Company acknowledges and agrees that neither the SPAC nor any of its Affiliates or Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the SPAC in Article IV and any Transaction Document or certificate delivered by SPAC pursuant to this Agreement (the “Definitive SPAC Representations”), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the SPAC. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions, forecasts or other forward looking information, as well as any information, documents or other materials, that are disclosed in the SPAC Disclosure Letter or Made Available to the Company or its Affiliates or Representatives are not and will not be deemed to be representations or warranties of the SPAC, the Sponsor or the SPAC Shareholders, no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV, and the Company is not relying nor has relied upon any of the foregoing (including the completeness or accuracy thereof).

ArticleIV

REPRESENTATIONS AND WARRANTIES OF SPAC

Except (a) as set forth in any SPAC SEC Filings filed or submitted on or prior to the date hereof (excluding (i) any disclosures in any risk factors section that do not constitute statements of fact, any disclosures in any forward-looking statements disclaimer and any other disclosures that are generally cautionary, predictive or forward-looking in nature and (ii) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such SPAC SEC Filings will be deemed to modify or qualify the representations and warranties set forth in Section 4.2, Section 4.6 and Section 4.13); (b) as set forth in the disclosure letter delivered by SPAC to the Company on the date of this Agreement (the “SPAC Disclosure Letter”) or (c) as otherwise explicitly contemplated by this Agreement, SPAC represents and warrants to the Company as of the date of this Agreement as follows:

Section 4.1 Organization,Good Standing, Corporate Power and Qualification. SPAC is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands and has requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted and contemplated to be conducted. SPAC is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not be material to SPAC. Prior to the execution of this Agreement, a true, correct and complete copy of the SPAC Charter has been Made Available by or on behalf of SPAC to the Company, the SPAC Charter is in full force and effect, and SPAC is not in default of any term of provision of the SPAC Charter in any material respect. SPAC is not insolvent, bankrupt or unable to pay its debts as and when they fall due.

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Section 4.2 Capitalization.

(a) Capitalization of SPAC. As of the date of this Agreement, the authorized share capital of SPAC consists of $55,000 divided into (i) 500,000,000 SPAC Class A Ordinary Shares, of which 17,250,000 SPAC Class A Ordinary Shares (including SPAC Class A Ordinary Shares underlying any outstanding SPAC Units) are issued and outstanding as of the date of this Agreement, (ii) 50,000,000 SPAC Class B Ordinary Shares, of which 5,750,000 SPAC Class B Ordinary Shares are issued and outstanding as of the date of this Agreement, and (iii) 5,000,000 SPAC Preference Shares, of which no SPAC Preference Share is issued and outstanding as of the date of this Agreement. There are no other issued or outstanding SPAC Shares as of the date of this Agreement. All of the issued and outstanding SPAC Shares (i) have been duly authorized and validly issued and allotted and are fully paid and non-assessable; (ii) have been offered, sold and issued by SPAC in compliance with applicable Laws, including the Cayman Act, U.S. federal and state securities Laws, and all requirements set forth in (1) the SPAC Charter, and (2) any other applicable Contracts governing the issuance or allotment of such securities to which SPAC is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any Encumbrance, purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the SPAC Charter or any Contract to which SPAC is a party or otherwise bound.

(b) As at the date of this Agreement, 381,141 SPAC Units are issued and outstanding. There are no other issued or outstanding SPAC Units as of the date of this Agreement. All of the issued and outstanding SPAC Units (i) have been duly authorized and validly issued; (ii) have been offered, sold and issued by SPAC in compliance with applicable Laws, including the Cayman Act, U.S. federal and state securities Laws, and all requirements set forth in (1) the SPAC Charter, and (2) any other applicable Contracts governing the issuance of such SPAC Units to which SPAC is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any Encumbrance, purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the SPAC Charter or any Contract to which SPAC is a party or otherwise bound.

(c) As of the date of this Agreement, 14,075,000 SPAC Warrants are issued and outstanding, including (x) 8,625,000 SPAC Warrants that would be issued if all SPAC Units were separated on the date hereof pursuant to Section 2.2(f)(i), and (y) 5,450,000 SPAC Warrants issued to the Sponsor and the underwriters in the SPAC’s IPO in a private placement concurrently with the IPO. Each SPAC Warrant is exercisable to purchase 1 SPAC Class A Ordinary Share at an exercise price of $11.50. The SPAC Warrants are not exercisable until thirty (30) days after the closing of a Business Combination. All outstanding SPAC Warrants (i) have been duly authorized and validly issued and constitute valid and binding obligations of SPAC, enforceable against SPAC in accordance with their terms, subject to the Enforceability Exceptions; (ii) have been offered, sold and issued by SPAC in compliance with applicable Laws, including federal and state securities Laws, and all requirements set forth in (1) the SPAC Charter and (2) any other applicable Contracts governing the issuance of such securities to which SPAC is a party or otherwise bound; and (iii) are not subject to, nor have they been issued in violation of, any Encumbrance, purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the SPAC Charter or any Contract to which SPAC is a party or otherwise bound. Except for the SPAC Charter, this Agreement or as set forth in Section 4.2 of the SPAC Disclosure Letter, there are no outstanding Contracts of SPAC to issue, repurchase, redeem or otherwise acquire any SPAC Shares.

(d) Except as set forth in Section 4.2 of the SPAC Disclosure Letter, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of SPAC exercisable or exchangeable for SPAC Shares, 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 shares, the sale of treasury shares or other Equity Securities of SPAC, or for the repurchase or redemption by SPAC of shares or other Equity Securities of SPAC or the value of which is determined by reference to shares or other Equity Securities of SPAC, and there are no voting trusts, proxies or agreements of any kind which may obligate SPAC to issue, purchase, register for sale, redeem or otherwise acquire any SPAC Shares or other Equity Securities of SPAC.

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Section 4.3 CorporateStructure; Subsidiaries. SPAC has no Subsidiary, and does not own, directly or indirectly, any Equity Securities or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. SPAC is not obligated to make any investment in or capital contribution to or on behalf of any other Person.

Section 4.4 Authorization.

(a) Other than the SPAC Shareholders’ Approval, SPAC has all requisite corporate power and authority to (i) enter into, execute, deliver and perform its obligation under this Agreement and each of the other Transaction Documents to which it is or will be a party, and (ii) consummate the transactions contemplated hereby and thereby (including the Transactions) and perform all of its obligations hereunder and thereunder. All corporate actions on the part of SPAC necessary for the authorization, execution and delivery of this Agreement and the other Transaction Documents to which SPAC is or will be a party and the consummation of the transactions contemplated hereby and thereby (including the Transactions) have been duly and validly authorized and approved by the SPAC Board and, other than the SPAC Shareholders’ Approval and filing of the Cayman Merger Filing Documents with the Cayman Registrar, no other company or corporate proceeding on the part of SPAC is necessary to authorize this Agreement and the other Transaction Documents to which SPAC is a party or will be a party and to consummate the transactions contemplated hereby and thereby (including the Transactions). This Agreement has been, and at or prior to the Closing, the other Transaction Documents to which SPAC is a party will be, duly and validly executed and delivered by SPAC, and this Agreement constitutes, and on or prior to the Closing, the other Transaction Documents to which SPAC is a party will constitute, a legal, valid and binding obligation of SPAC, enforceable against SPAC in accordance with its terms, subject to the Enforceability Exceptions.

(b) Assuming that a quorum (as determined pursuant to the SPAC Charter) is present:

(i) The approval and authorization of the Merger and the Plan of Merger shall require approval by a special resolution passed by the affirmative vote of SPAC Shareholders holding at least two-thirds (2/3) of the issued and outstanding SPAC Shares which, being so entitled, are voted thereon in person or by proxy at a general meeting of SPAC of which notice specifying the intention to propose the resolution as a special resolution has been duly given, pursuant to the terms and subject to the conditions of the SPAC Charter and applicable Laws; and

(ii) The approval and authorization of this Agreement and the Transactions as a Business Combination and the adoption and approval of a proposal for the adjournment of the SPAC Shareholders’ Meeting in each case shall require approval by an ordinary resolution passed by the affirmative vote of SPAC Shareholders holding at least a majority of the outstanding SPAC Shares which, being so entitled, are voted thereon in person or by proxy at a general meeting of SPAC, pursuant to the terms and subject to the conditions of the SPAC Charter and applicable Laws.

(c) The SPAC Shareholders’ Approval are the only votes and approvals of holders of SPAC Shares necessary in connection with execution of this Agreement and the other Transaction Documents to which SPAC is a party by SPAC and the consummation of the transactions contemplated hereby, including the Closing.

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(d) On or prior to the date of this Agreement, the SPAC Board has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which SPAC is a party contemplated hereby and the transactions contemplated hereby and thereby (including the Transactions) are advisable and fair to, and in the best interests of, SPAC and constitute a Business Combination, (ii) authorizing and approving the execution, delivery and performance by SPAC of this Agreement and the other Transaction Documents to which SPAC is a party contemplated hereby and the transactions contemplated hereby and thereby (including the Transactions), (iii) making the SPAC Board Recommendation, and (iv) directing that this Agreement, the Transaction Documents and the Transactions be submitted to the SPAC Shareholders for adoption at an extraordinary general meeting called for such purpose pursuant to the terms and conditions of this Agreement.

Section 4.5 Consents;No Conflicts. Assuming the representations and warranties in Article III are true and correct, except (a) as otherwise set forth in Section 4.5 of the SPAC Disclosure Letter, (b) for the SPAC Shareholders’ Approval, (c) for the registration or filing with the Cayman Registrar and the publication of notification of the Merger in the Cayman Islands Government Gazette in accordance with the Cayman Act, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, and (d) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not individually or in the aggregate, have, or reasonably be expected to have, a SPAC Material Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of SPAC, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by SPAC does not, and the consummation by SPAC of the transactions contemplated hereby and thereby (including the Transactions) will not (assuming the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (d) of the immediately preceding sentence) (i) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of SPAC) or cancellation under, (A) any Governmental Order, (B) the SPAC Charter, (C) any applicable Law, (D) any Contract to which SPAC is a party or by which its assets are bound, or (ii) result in the creation of any Encumbrance upon any of the properties or assets of SPAC other than any restrictions under federal or state securities laws, this Agreement or the SPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), as would not have a SPAC Material Adverse Effect.

Section 4.6 TaxMatters.

(a) SPAC has prepared and filed all material Tax Returns required have been filed by it, all such Tax Returns are true, complete and correct in all material respects and prepared in compliance in all material respects with all applicable Laws, and SPAC has paid all material Taxes required to have been paid or deposited by it regardless of whether shown on a Tax Return.

(b) SPAC has timely withheld, collected and paid to the appropriate Governmental Authority all material amounts is required to have been withheld, collected and paid.

(c) SPAC is not currently the subject of a Tax Contest. SPAC has not been informed in writing of the commencement or anticipated commencement of any Tax audit or examination that has not been resolved or completed.

(d) SPAC has not consented to extend or waive the time in which any material Tax may be assessed or collected by any Governmental Authority, other than any such extensions or waivers that are no longer in effect or that were extensions of time to file Tax Returns obtained in the ordinary course of business.

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(e) No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Tax Law), private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into or issued by any Governmental Authority with respect to SPAC which agreement or ruling would be effective after the Closing Date.

(f) SPAC will not be required to include any item in taxable income, or exclude any item of deduction, for any period ending after the Closing Date by reason of (i) a change in method of accounting for any period (or portion thereof) ending on or before the Closing Date, (ii) a use of an improper method of accounting for any period (or portion thereof) ending on or before the Closing Date, (iii) an installment sale or open transaction disposition made on or prior to the Closing Date, (iv) an election made pursuant to Section 965(h) of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Law), (v) any prepaid amount received or deferred revenue accrued on or prior to the Closing Date outside of the ordinary course of business or (vi) any intercompany item under Treasury Regulation Section 1.1502-13 (or any corresponding or similar provision of state, local or non-U.S. Tax Law) or excess loss account under Treasury Regulation Section 1.1502-19 (or any corresponding or similar provision of state, local or non-U.S. Tax Law).

(g) The unpaid Taxes of SPAC (i) for all periods ending on or before the date of the SPAC Financial Statements do not, in the aggregate, materially exceed the reserve for Tax liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the SPAC Financial Statements and (ii) will not, in the aggregate, materially exceed that reserve as adjusted for operations and transactions through the Closing Date that occur in the ordinary course of business.

(h) SPAC is not, and has not been, a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4or corresponding or similar provision of state, local or non-U.S. Tax Law.

(i) There are no Encumbrances for Taxes on any assets of the SPAC or any Equity Securities of SPAC other than Permitted Encumbrances.

(j) SPAC was not a “distributing corporation” or a “controlled corporation,” each within the meaning of Section 355(a)(1)(A) of the Code, in a distribution intended to qualify under Section 355 of the Code (i) within the past two (2) years or (ii) as part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Transactions.

(k) SPAC has not been a member of an affiliated group filing a consolidated U.S. federal income Tax Return.

(l) No written claims have ever been made by any Governmental Authority in a jurisdiction where SPAC does not file Tax Returns that SPAC is or may be subject to taxation by that jurisdiction, which claims have not been resolved or withdrawn.

(m) SPAC is not a party to any Tax allocation, Tax sharing or Tax indemnity or similar agreements (other than a Contract entered into in the ordinary course of business the principal purpose of which does not relate to Taxes) and SPAC is not a party to any joint venture, partnership or other arrangement that is treated as a partnership for U.S. federal income Tax purposes.

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(n) SPAC is tax resident only in its jurisdiction of organization, incorporation or formation, as applicable.

(o) SPAC has not been at any time during the five (5) year period ending on the Closing Date, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code.

(p) SPAC has not had 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. SPAC is not engaged in a trade or business in the United States.

(q) SPAC has complied in all material respects with the transfer pricing provisions of applicable Tax Laws.

Section 4.7 FinancialStatements.

(a) The financial statements of SPAC contained in SPAC SEC Filings (the “SPAC Financial Statements”) (i) have been prepared in accordance with the books and records of SPAC, (ii) fairly present in all material respects the financial condition of SPAC on a consolidated basis as of the dates indicated therein, and the results of operations and cash flows of SPAC on a consolidated basis for the periods indicated therein, (iii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to SPAC, in effect as of the respective dates thereof (including, to the extent applicable to SPAC, Regulation S-X).

(b) SPAC has in place disclosure controls and procedures that are (i) designed to reasonably ensure that material information relating to SPAC is made known to the management of SPAC by others within SPAC; and (ii) effective in all material respects to perform the functions for which they were established. SPAC maintains a system of internal accounting controls sufficient to provide reasonable assurance that (w) transactions are executed in accordance with management’s general or specific authorizations, (x) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (y) access to assets is permitted only in accordance with management’s general or specific authorization and (z) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(c) SPAC has no Liability, and there is no existing condition, situation or set of circumstances which is reasonably expected to result in any Liability, other than (i) Liabilities incurred after the SPAC Accounts Date in the Ordinary Course or other Liabilities that individually and in the aggregate are immaterial, (ii) Liabilities reflected, or reserved against, in the SPAC Financial Statements or (iii) as set forth in Section 4.7(c) of the SPAC Disclosure Letter.

(d) Since the SPAC Accounts Date, to the knowledge of SPAC, (i) none of the SPAC’s directors has been made aware in writing of (x) any fraud that involves SPAC’s management who have a role in the preparation of financial statements or the internal accounting controls utilized by SPAC or (y) any allegation, assertion or claim that SPAC has engaged in any material questionable accounting or auditing practices which violate applicable Laws, and (ii) no attorney representing SPAC, whether or not employed by SPAC, has reported a material violation of securities Laws, breach of fiduciary duty or similar material violation by SPAC to the SPAC Board or any committee thereof or to any director or officer of SPAC.

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Section 4.8 Absenceof Changes. Since the SPAC Accounts Date, (i) to the date of this Agreement SPAC has operated its business in the Ordinary Course, and (ii) there has not been any SPAC Material Adverse Effect.

Section 4.9 Actions. (a) There is no Action pending or, to the knowledge of SPAC, threatened in writing against or affecting SPAC, and (b) there is no judgment or award unsatisfied against SPAC, nor is there any Governmental Order in effect and binding on SPAC or its assets or properties.

Section 4.10 Brokers. Except as set forth in Section 4.10 of the SPAC Disclosure Letter, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission or expense reimbursement in connection with the Transactions contemplated based upon arrangements made by and on behalf of SPAC or any of its Affiliates. SPAC has provided the Company with a true and complete copy of all contracts, agreements and arrangements, including engagement letters with such broker, finder or investment banker set forth on Section 4.10 of the SPAC Disclosure Letter.

Section 4.11 SECFilings. SPAC has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished 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 or furnishing through the date of this Agreement, the “SPAC SEC Filings”). Each of the SPAC SEC Filings, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Sarbanes-Oxley Act applicable to such SPAC SEC Filings. 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 Closing Date, then on the date of such filing), the SPAC SEC Filings did not 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 made therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any SPAC SEC Filing. To the knowledge of SPAC, none of the SPAC SEC Filings filed on or prior to the date of this Agreement is subject to ongoing SEC review or investigation as of the date of this Agreement.

Section 4.12 TrustAccount. As of the date of this Agreement, SPAC has approximately $172,500,000 million in the Trust Account, such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of April 28, 2025, between SPAC and Lucky Lucko, Inc. d/b/a Efficiency, as trustee (in such capacity, the “Trustee”, and such Investment Management Trust Agreement, the “Trust Agreement”). There are no separate Contracts or side letters that would cause the description of the Trust Agreement in the SPAC SEC Filings to be inaccurate in any material respect or that would entitle any Person (other than (i) in respect of Deferred Underwriting Commission or (ii) SPAC Shareholders holding SPAC Ordinary Shares (prior to the Merger Effective Time) sold in SPAC’s IPO who shall have elected to redeem their SPAC Ordinary Shares (prior to the Merger Effective Time) pursuant to the SPAC Charter) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released other than to pay Permitted Withdrawals (as defined in the SPAC Charter), payment to SPAC Shareholders who have validly exercised their redemption rights, or otherwise pursuant to the SPAC Charter. There are no Actions pending or, to the knowledge of SPAC, threatened with respect to the Trust Account. SPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Closing, the obligations of SPAC to dissolve or liquidate pursuant to the SPAC Charter shall terminate, and as of the Closing, SPAC shall have no obligation whatsoever pursuant to the SPAC Charter to dissolve and liquidate the assets of SPAC by reason of the consummation of the Transactions. To the knowledge of SPAC, as of the date of this Agreement, following the Closing, no SPAC Shareholder is entitled to receive any amount from the Trust Account except to the extent such SPAC Shareholder has exercised his, her or its SPAC Shareholder Redemption Right. As of the date of this Agreement, assuming the accuracy of the representations and warranties contained in Article III and the compliance by each of the Company and the Merger Sub with its obligations hereunder, SPAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to the Surviving Company on the Closing Date.

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Section 4.13 InvestmentCompany Act; JOBS Act. SPAC is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act. SPAC constitutes an “emerging growth company” within the meaning of the Jumpstart Our Business Startups Act of 2012 (the “JOBSAct”).

Section 4.14 BusinessActivities.

(a) Since its incorporation, SPAC has not conducted any business activities other than activities related to SPAC’s IPO or directed toward the accomplishment of a Business Combination. Except as set forth in the SPAC Charter or as otherwise contemplated by the Transaction Documents and the Transactions, there is no Contract to which SPAC is a party which has or would reasonably be expected to have the effect of prohibiting or impairing in any material respect any business practice of SPAC or any acquisition of property by SPAC or the conduct of business by SPAC as currently conducted or as contemplated to be conducted as of the Closing.

(b) Except for the Transactions, SPAC does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby, SPAC has no material interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.

(c) Except for (i) the Contracts disclosed in Section 4.14(c) of the SPAC Disclosure Letter, this Agreement and the other Transaction Documents to which it is party and the transactions contemplated hereby and thereby (including with respect to SPAC Transaction Expenses) and (ii) Contracts with the underwriters of SPAC’s IPO, SPAC is not party to any Contract with any other Person that would require payments by SPAC after the date hereof in excess of $200,000 in the aggregate.

Section 4.15 NasdaqQuotation. SPAC Class A Ordinary Shares, public SPAC Warrants and SPAC Units are each registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “RAAQ”, “RAAQW” and “RAAQU”, respectively. SPAC is in compliance with the rules of Nasdaq and the rules and regulations of the SEC related to such listing and there is no Action pending or, to the knowledge of SPAC, threatened against SPAC by Nasdaq or the SEC with respect to any intention by such entity to deregister SPAC Class A Ordinary Shares, SPAC Warrants or SPAC Units or terminate the listing thereof on Nasdaq. SPAC has not taken any action in an attempt to terminate the registration of SPAC Class A Ordinary Shares, SPAC Warrants or SPAC Units under the Exchange Act except as contemplated by this Agreement.

Section 4.16 SPACRelated Parties. Except as disclosed in the SPAC SEC Filings, SPAC has not engaged in any transactions with Related Parties that would be required to be disclosed in the Proxy/Registration Statement.

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Section 4.17 NoAdditional Representations and Warranties. Notwithstanding anything contained in this Agreement, each of SPAC and Sponsor has made its own investigation of the Company and its Subsidiaries. SPAC acknowledges and agrees that neither the Company nor any of its Affiliates or Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company, LuxCo and the Merger Sub in Article III and Article V, as applicable, and any Transaction Document or certificate delivered by Company, LuxCo or Merger Sub pursuant to this Agreement (the “Definitive Company Representations”), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions, forecasts or other forward looking information, are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries or Company Shareholders, and neither SPAC nor Sponsor is relying or have relied upon any of the foregoing (including the completeness or accuracy thereof). Notwithstanding anything to the contrary in this Agreement, claims against the Group Companies shall not be limited in any respect in the event of fraud.

ArticleV

REPRESENTATIONS AND WARRANTIES OF MERGER SUB AND LUXCO

Merger Sub and LuxCo (together, the “Company Merger Subs”) hereby represent and warrant to SPAC as of the date of this Agreement as follows:

Section 5.1 Organization,Good Standing, Corporate Power and Qualification. Merger Sub is a limited liability company duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. LuxCo is a private limited liability company (société àresponsabilité limitée) duly incorporated and validly existing under the Laws of Luxembourg.

Section 5.2 Capitalizationand Voting Rights.

(a) Capitalization.

(i) As of the date of this Agreement, Merger Sub has issued an indivisible membership interest and the sole Member of Merger Sub owns 100 percent of the issued membership interests in Merger Sub (the “Merger Sub Share”). The Merger Sub Share (A) has been, or will be prior to such issuance, duly authorized and have been, or will be at the time of issuance, validly allotted and issued and credited as fully paid, (B) were, or will be, issued, in compliance with applicable Laws and the Organizational Documents of Merger Sub, and (C) were not, and will not be, issued in violation of, any Encumbrance, purchase option, call option, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of Merger Sub, or any other Contract, in any such case to which Merger Sub is a party or otherwise bound.

(ii) As of the date of this Agreement, the share capital of LuxCo consists of $17,000, divided into 1,700,000 shares in registered form, having a nominal value of $0.01 each*.*

(b) NoOther Securities. Except as set forth in Section 5.2(a) or as contemplated by this Agreement or the other Transaction Documents, there are no issued or outstanding shares of Merger Sub and there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of Merger Sub exercisable or exchangeable for shares of Merger Sub, 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 shares, the sale of treasury shares or of other Equity Securities of Merger Sub, or for the repurchase or redemption by the Merger Sub of shares or other Equity Securities of the Merger Sub or the value of which is determined by reference to shares or other Equity Securities of the Merger Sub, and there are no voting trusts, proxies or agreements of any kind which may obligate Merger Sub to issue, purchase, register for sale, redeem or otherwise acquire any shares or other Equity Securities of the Merger Sub.

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(c) Neither Merger Sub nor LuxCo (except for LuxCo’s interest with respect to Merger Sub) owns or controls, directly or indirectly, any interest in any corporation, company, partnership, limited liability company, association or other business entity.

Section 5.3 CorporateStructure; Subsidiaries. Neither Merger Sub nor LuxCo are obligated to make any investment in or capital contribution to or on behalf of any other Person other than in connection with the Transactions.

Section 5.4 Authorization. Each Company Merger Sub has all requisite limited liability company power and authority to (a) enter into, execute, deliver and perform its obligations under this Agreement and each of the other Transaction Documents to which it is or will be a party, and (b) consummate the transactions contemplated hereby and thereby (including the Transactions) and perform all of its obligations hereunder and thereunder. All limited liability company actions on the part of Merger Sub necessary for the authorization, execution and delivery of this Agreement and the other Transaction Documents to which Merger Sub is or will be a party and the performance of all its obligations thereunder (including any board or shareholder approval, as applicable) have been taken, subject to the filing of the Cayman Merger Filing Documents with the Cayman Registrar and the Certificate of Merger with the Delaware Secretary of State. This Agreement and the other Transaction Document to which Merger Sub is or will be a party is, or when executed by the other parties thereto, will constitute, valid and legally binding obligations of Merger Sub enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

Section 5.5 Consents;No Conflicts. Assuming the representations and warranties in Article III and Article IV are true and correct, except (a) for the registration or filing with the Cayman Registrar, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions and (b) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have a material adverse effect on the ability of either Company Merger Sub to consummate the Transactions, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of either Company Merger Sub, have been or will be duly obtained or completed (as applicable) and are or will be in full force and effect. The execution, delivery and performance of this Agreement and the other each Transaction Documents to which either Company Merger Sub is or will be a party does not, and the consummation by either Company Merger Sub of the transactions contemplated hereby and thereby will not, assuming the representations and warranties in Article III and Article IV are true and correct, and except for the matters referred to in clauses (a) through (b) of the immediately preceding sentence, (x) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of Merger Sub) or cancellation under, (i) any Governmental Order, (ii) any provision of the Organizational Documents of either Company Merger Sub, (iii) any applicable Law, (iv) any Contract to which either Company Merger Sub is a party or by which its assets are bound, or (y) result in the creation of any Encumbrance upon any of the properties or assets of either Company Merger Sub other than any restrictions under federal or state securities laws, this Agreement or the Organizational Documents of either Company Merger Sub, except in the case of sub-clauses (i), (iii), and (iv) of clause (x) or clause (y) above, as has not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of either Company Merger Sub to consummate the Transactions.

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Section 5.6 Actions. There is no Action pending or threatened in writing against any Company Merger Sub and there is no judgment or award unsatisfied against any Company Merger Sub, nor is there any Governmental Order in effect and binding on any Company Merger Sub or their assets or properties.

Section 5.7 Brokers. Except as set forth in Section 5.7 of the Company Disclosure Letter, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission or expense reimbursement in connection with the Transactions contemplated based upon arrangements made by and on behalf of any Company Merger Sub or any of their respective Affiliates.

Section 5.8 BusinessActivities. The Company Merger Subs were formed solely for the purpose of effecting the Transactions and have not engaged in any business activities or conducted any operations other than in connection with the Transactions and have no, and at all times prior to the Closing except as expressly contemplated by this Agreement, the Transaction Documents and the Transactions, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation and the Transactions.

Section 5.9 EntityClassification. Prior to the Closing Date, each of LuxCo and Merger Sub will have elected to be (or will be treated by default as) disregarded as an entity separate from the Company for U.S. federal income tax purposes and will not subsequently change such classification.

Section 5.10 NoAdditional Representations and Warranties. Notwithstanding anything contained in this Agreement, the Company Merger Subs have made their own investigation of the SPAC and the Sponsor. The Company Merger Subs acknowledge and agree that neither the SPAC nor any of its Affiliates or Representatives is making any representation or warranty whatsoever, express or implied, beyond the Definitive SPAC Representations, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the SPAC. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions, forecasts or other forward looking information, as well as any information, documents or other materials, that are disclosed in the SPAC Disclosure Letter or Made Available to the Company Merger Subs or their Affiliates or Representatives are not and will not be deemed to be representations or warranties of the SPAC, the Sponsor or the SPAC Shareholders, no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV, and the Company is not relying nor has relied upon any of the foregoing (including the completeness or accuracy thereof).

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Section 5.11 Clarification. For the avoidance of doubt, each of Merger Sub and LuxCo provides the representations and warranties in this Article V only in relation to itself and not on behalf of the other.

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ArticleVI

COVENANTS OF THE COMPANY AND ITS SUBSIDIARIES

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Section 6.1 Conductof Business. Except (i) as expressly contemplated or permitted by the Transaction Documents (including as expressly contemplated by the Company Capital Restructuring, any PIPE Investment (whether pursuant to subscription agreements in place as of the date of this Agreement or entered into after the date of this Agreement by the Company strictly in accordance with the terms of this Agreement), exercise of Aalto University Convertible Loans, Company Series B Warrants, Kreos Capital Warrants or Company Options), (ii) as required by applicable Laws or relevant Governmental Authorities, (iii) as set forth on Section 6.1 of the Company Disclosure Letter or (iv) as consented to by SPAC in writing (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement through the earlier of the Closing or valid termination of this Agreement pursuant to Article X (the “Interim Period”), the Company (1) shall use commercially reasonable efforts to operate the business of the Company and its Subsidiaries in the Ordinary Course, (2) shall use commercially reasonable efforts to maintain and preserve intact the Company’s business organization, assets, properties and material business relationships (including those of the Company’s Subsidiaries) taken as a whole, and (3) shall not, and shall cause its Subsidiaries not to:

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(a) (i) amend its Articles of Association or other Organizational Documents (whether by merger, consolidation, amalgamation or otherwise); or (ii) liquidate, dissolve, reorganize or otherwise wind-up its business and operations, or propose or adopt a plan of complete or partial liquidation or dissolution, restructuring, recapitalization, reclassification or similar change in capitalization or other reorganization (other than liquidation or dissolution of any dormant Subsidiary);

(b) incur, assume, guarantee or repurchase or otherwise become liable for any Indebtedness, or issue or sell any debt securities or rights to acquire debt securities, in any such case in a principal amount exceeding $500,000, except for borrowings or drawdowns disclosed in Section 6.1(b) of the Company Disclosure Letter or as otherwise required in order to consummate the Transactions;

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(c) transfer, issue, sell, grant, pledge, create a security interest over, or otherwise dispose of (i) any of the Equity Securities of the Company or any of its Subsidiaries to a third party, or (ii) any options, warrants, rights of conversion or other rights, agreements, arrangements or commitment obligations of the Company or any of its Subsidiaries to purchase or obtain any Equity Securities of the Company or any of its Subsidiaries to a third party, other than (A) the grant of awards under the ESOP in the Ordinary Course, (B) the issuance of Pre-Share Split Ordinary Shares upon the exercise of any Company Option outstanding on the date hereof, (C) the issuance of Pre-Share Split Shares upon the exercise of Aalto University Convertible Loans, (D) the issuance of Pre-Share Split Shares upon the exercise of Series B Warrants, (E) the issuance of Pre-Share Split Shares upon the exercise of Kreos Capital Warrants, (F) the issuance of Pre-Share Split Ordinary Shares upon conversion of Company Preferred Shares in accordance with the Company Articles of Association, (G) the issuance of Equity Securities by a Subsidiary of the Company (x) to the Company or a wholly owned Subsidiary of the Company, (H) the issuance of any Equity Securities of the Company pursuant to the PIPE Subscription Agreements or (I) the issuance of any Equity Securities of the Company as part of a potential dual listing on Nasdaq Helsinki Ltd;

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(d) sell, lease, sublease, license, transfer, abandon, allow to lapse or dispose of any material property or assets (other than Intellectual Property Rights), in any single transaction or series of related transactions, other than (i) dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of the Company or its Subsidiaries in the Ordinary Course, (ii) transactions pursuant to Contracts entered into in the Ordinary Course, or (iii) transactions that do not exceed $200,000 individually and $500,000 in the aggregate;

(e) sell, assign, transfer, lease, license or sublicense, abandon, permit to lapse or otherwise dispose of or impose any Encumbrance (other than Permitted Encumbrances) upon any material Company Owned Intellectual Property, in each case, except for (i) non-exclusive licenses or non-material exclusive licenses under material Company Owned Intellectual Property granted in the Ordinary Course or (ii) the expiration of any Company Registered Intellectual Property at the end of its statutory term;

(f) disclose any material Trade Secrets or material confidential information other than pursuant to a written non-disclosure agreement or other non-disclosure obligation;

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(g) make any acquisition of, or investment in, a business, by purchase of stock, securities or assets, merger, consolidation, combination or amalgamation, or contributions to capital, or loans or advances, in any such case, with a value or purchase price in excess of $200,000 individually and $500,000 in the aggregate;

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(h) compromise, waive, release, assign, settle or offer or propose to compromise, waive, release, assign or settle any Action by any Governmental Authority or any other third party for an amount in excess of $200,000 individually and $500,000 in the aggregate, or that includes an admission of wrongdoing by, or imposes, or by its terms will impose at any point in the future, any material, non-monetary obligations on, any Group Company;

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(i) (i) split, combine, subdivide, reclassify its Equity Securities, except for the Share Split or any such transaction by a wholly owned Subsidiary of the Company that remains a wholly owned Subsidiary of the Company after consummation of such transaction, (ii) redeem, repurchase, cancel or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any of its Equity Securities, except for the redemption of Equity Securities issued under the ESOP or as disclosed in Section 6.1(2)(i) of the Company Disclosure Letter, (iii) declare, set aside, establish a record date for, make or pay any dividend or other distribution, payable in cash, shares, property or otherwise, with respect to any of its share capital other than dividends or distributions by any Subsidiary of the Company on a pro rata basis to its shareholders, or (iv) amend any term or alter any rights of any of its outstanding Equity Securities, except for amendments to Company Series B Warrants, Kreos Capital Warrants and the ESOP terms in accordance with Section 2.1(a)(iv);

(j) authorize, make or incur any capital expenditures or obligations or liabilities in connection therewith, other than (i) in the Ordinary Course, or (ii) any capital expenditures or obligations or liabilities in an amount not to exceed $300,000 individually and $1,000,000 in the aggregate;

(k) except in the Ordinary Course, (i) enter into any Key Material Contract, (ii) amend any Key Material Contract in any material respect, or (iii) transfer, terminate or waive any rights or entitlement of material value under any Key Material Contract;

(l) make any material change in its accounting principles or methods unless required by IFRS or applicable Laws;

(m) except in the Ordinary Course or as otherwise contemplated by this Agreement, (i) make, change or revoke any election in respect of material Taxes, (ii) adopt or change any material Tax accounting method, (iii) file any material amended Tax Return, (iv) enter into any material Tax “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local, or non-U.S. Tax Law) with any Governmental Authority, (v) settle any income or other material Tax claim or assessment, (vi) surrender any right to claim a refund of material Taxes, (vii) consent to any extension or waiver of the limitation period applicable to or relating to any material Tax claim or assessment (except where this would be in the benefit of the applicable Group Company to prevent a more adverse outcome), or (viii) knowingly fail to pay any material Tax that becomes due and payable (including estimated Tax payments) (other than Taxes being contested in good faith and for which adequate reserves have been established in the Audited Financial Statements in accordance with IFRS);

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(n) except as required by any Benefit Plan as in effect on the date of this Agreement and set forth in Section 3.19 of the Company Disclosure Letter, (i) increase the compensation or benefits payable or provided, or to become payable or provided to, any current or former directors, officers or individual service providers of the Company or any of its Subsidiaries whose total annual compensation opportunity exceeds $125,000, except for bonus (including bonus opportunity) increases, base salary increases or in connection with any promotions, in each case in the Ordinary Course not exceeding $25,000 on an individual basis, (ii) except in the Ordinary Course, grant or announce any cash or equity or equity-based incentive awards, transaction bonuses, retention bonuses, or severance to any current or former directors, officers or individual service providers of the Company or any of its Subsidiaries, (iii) accelerate the time of payment, vesting or funding of any compensation or benefits under any material Benefit Plan due to any current or former directors, officers or individual service providers of the Company or any of its Subsidiaries, or (iv) hire, engage, terminate (other than for “cause”), furlough or temporary layoff any employee of the Company or any of its Subsidiaries whose total annual cash compensation exceeds $150,000;

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(o) except as required by any Benefit Plan as in effect on the date of this Agreement and set forth in Section 3.19 of the Company Disclosure Letter, or as otherwise required by Law, amend, modify, or terminate any Benefit Plan or adopt or establish a new Benefit Plan (or any plan, program, agreement or other arrangement that would be a Benefit Plan if in effect as of the date of this Agreement), provided, that any changes to Benefit Plans in the Ordinary Course due to annual renewals are excepted from this section;

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(p) unless required by Law or otherwise in the Ordinary Course, (i) negotiate, modify, extend, or enter into any CBA or (ii) recognize or certify any labor union, labor organization, works council, or group of employees as the bargaining representative for any employees of the Group Companies;

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(q) enter into any Contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement;

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(r) affirmatively waive or release any non-competition or non-solicitation obligation of any current or former directors, officers or individual service providers (whose total annual cash compensation exceeds $125,000) of the Company or any of its Subsidiaries;

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(s) engage in new line of business; or

(t) enter into any agreement or otherwise make a commitment to do any of the foregoing (except to the extent that such an agreement or commitment would be permitted by a subsection of the foregoing subsections (a) through (s)).

For the avoidance of doubt, if any action taken or refrained from being taken by the Company or a Subsidiary is covered by a subsection of this Section 6.1 and not prohibited thereunder, the taking or not taking of such action shall be deemed not to be in violation of any other part of this Section 6.1.

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Section 6.2 Accessto Information. Upon reasonable prior written notice and subject to applicable Laws, from the date of this Agreement until the Merger Effective Time, the Company shall, and shall cause each of its Subsidiaries and each of its and its Subsidiaries’ officers, directors and employees to, and shall use its commercially reasonable efforts to cause its Representatives to, afford SPAC and its officers, directors, employees and Representatives, following reasonable notice from SPAC in accordance with this Section 6.2, in such manner as to not interfere with the normal business operation of the Company and its Subsidiaries, reasonable access during normal business hours to the officers, directors, employees, agents, Representatives, properties, offices and other facilities, books and records of each of it and its Subsidiaries, as shall be reasonably requested solely for purposes of and that are necessary for consummating the Transactions; provided, however, that in each case, the Company and its Subsidiaries shall not be required to disclose any document or information, or permit any inspection, that would, in the reasonable judgment of the Company or any of its Representatives, (a) result in the disclosure of any Trade Secrets of third parties or violate the terms of any confidentiality, non-disclosure or privacy provisions in any agreement with a third party, (b) result in a violation of applicable Laws, (c) waive the protection of any attorney-client work product or other applicable privilege, (d) require the disclosure of information or materials about the Company’s consideration or valuation of any alternative financings or transactions or (e) subject to Section 6.3, require the disclosure of communications regarding the identity of other Persons that, prior to the date of this Agreement, expressed an interest in acquiring the Company or any Company Acquisition Proposal; provided, that the Disclosing Party shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege or waiver of any other privilege or trade secret protection. The Disclosing Party shall promptly advise the Recipient Party in such circumstances that the Disclosing Party or its Representatives is unable to comply with the Recipient Party’s requests for information pursuant to this Section 6.2. The Recipient Party agrees to be responsible for the reasonable and documented out-of-pocket expenses incurred by the Disclosing Party as a result of providing such access (which shall be treated as Transaction Expenses hereunder). All information and materials provided pursuant to this Agreement will be subject to the provisions of the NDA.

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Section 6.3 AcquisitionProposals and Alternative Transactions. The Company shall, and shall cause its Subsidiaries, Affiliates and their respective Representatives to, immediately cease and cause to be terminated all existing discussions and negotiations with any Person conducted on or prior to the date hereof with respect to any proposal that constitutes or may be reasonably expected to constitute or lead to a Company Acquisition Proposal. During the Interim Period, the Company shall not, and it shall cause its Controlled Affiliates and its and their respective Representatives not to, directly or indirectly: (a) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with any third-party (including any Competing SPAC) with respect to a Company Acquisition Proposal; (b) furnish or disclose any non-public information to any third-party (including to any Competing SPAC) in connection with or that would reasonably be expected to lead to a Company Acquisition Proposal; (c) enter into any agreement, arrangement or understanding with any third party (including a Competing SPAC) regarding a Company Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of the Company, any of its Subsidiaries, or a newly-formed holding company of the Company or such Subsidiaries or (e) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company agrees to (x) notify SPAC promptly upon receipt by any Group Company of any inquiry, indication of interest, proposal or offer (written or oral) that constitutes, is related to, or could reasonably be expected to lead to, a Company Acquisition Proposal, and to describe the terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal), and (y) keep SPAC fully informed on a current basis of any modifications to such offer or information. Notwithstanding anything to the contrary in this Section 6.3, this Agreement shall not prevent the Company or the Company Board from preparing a potential dual listing of the Company on Nasdaq Helsinki Ltd.

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Section 6.4 D&OIndemnification and Insurance.

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(a) From and after the Closing, the Surviving Company and the Company shall jointly and severally indemnify and hold harmless each present and former director and officer of SPAC (in each case, solely to the extent acting in his or her capacity as such and to the extent such activities are related to the business of SPAC) (the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that SPAC would have been permitted under applicable Laws and its Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Laws). Without limiting the foregoing, the Surviving Company and the Company shall (i) continue to provide indemnification and exoneration (including provisions relating to expense advancement) of SPAC’s former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the SPAC Charter (other than Article 47.2 of the Charter) in each case, as of the date of this Agreement and (ii) not amend, repeal or otherwise modify this provision in any respect that would materially and adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

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(b) For a period of six (6) years from the Closing, the Company shall maintain in effect directors’ and officers’ liability insurance (the “D&O Insurance”) covering those Persons who are currently covered by SPAC’s directors’ and officers’ liability insurance policies (including, in any event, the D&O Indemnified Parties) on terms not less favorable than the terms of such current insurance coverage and with insurance carriers with the same or better credit rating, except that in no event shall the Company or the Surviving Company be required to pay an aggregate amount for such insurance in excess of 300% of the aggregate annual premium payable by SPAC for such insurance policy for the year ended December 31, 2026, as the case may be (the “MaximumAnnual Premium”); provided, however, that (i) the Company may cause SPAC to extend coverage under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy (a “D&O Tail”) with respect to claims existing or occurring at or prior to the Closing and if and to the extent such policies have been obtained prior to the Closing with respect to any such Persons, the Company shall, and shall cause the Surviving Company to, maintain such policies in effect and continue to honor the obligations thereunder, and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 6.4(b) shall be continued in respect of such claim until the final disposition thereof. If the Company or Surviving Company is unable to obtain the policies for an amount less than or equal to the Maximum Annual Premium, the Company or Surviving Company will instead obtain insurance with as much coverage as reasonably practicable for an annual premium equal to the Maximum Annual Premium. The costs of any D&O Insurance for the period after the Closing Date, and the cost of any D&O Tail to the extent in effect following the Closing Date, shall be borne by the Company and shall not be a SPAC Transaction Expense.

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(c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.4(c) shall survive the Closing indefinitely and shall be binding, jointly and severally, on the Surviving Company and the Company and all of their respective successors and assigns. In the event that the Surviving Company, the Company or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving company or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, the Surviving Company or the Company, respectively, shall ensure that proper provision shall be made so that the successors and assigns of the Surviving Company or the Company, as the case may be, shall succeed to the obligations set forth in this Section 6.4(c).

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(d) The provisions of Section 6.4(a) through Section 6.4(c): (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the Surviving Company and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Organizational Documents, or otherwise and (iv) shall survive the consummation of the Closing and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party.

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Section 6.5 Noticeof Developments. During the Interim Period, the Company, LuxCo and Merger Sub shall promptly (and in any event prior to the Merger Effective Time) notify SPAC in writing, and SPAC shall promptly (and in any event prior to the Merger Effective Time) notify the Company, LuxCo and Merger Sub in writing, upon any of the Group Companies, the Merger Sub or SPAC, as applicable, becoming aware (awareness being determined with reference to the Company’s knowledge or the knowledge of SPAC, as the case may be): (i) of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or is reasonably likely to cause any condition to the obligations of any party to effect the Transactions not to be satisfied or (ii) of any notice or other communication from any Governmental Authority which is reasonably likely to have a material adverse effect on the ability of the parties hereto to consummate the Transactions or to materially delay the timing thereof. The delivery of any notice pursuant to this Section 6.5 shall not cure any breach of any representation or warranty requiring disclosure of such matter or any breach of any covenant, condition or agreement contained in this Agreement or any other Transaction Document or otherwise limit or affect the rights of, or the remedies available to, SPAC or the Company, as applicable. Notwithstanding anything to the contrary herein, any failure to give such notice pursuant to this Section 6.5 shall not give rise to any Liability of the Company or SPAC or be taken into account in determining whether the conditions in Article IX have been satisfied or give rise to any right of termination set forth in Article X.

Section 6.6 Financials.

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(a) The Company shall use its reasonable best efforts to deliver to SPAC no later than the date set forth on Schedule 6.6(a) of the Company Disclosure Letter (the “Financials Delivery Date”), and the Company shall deliver as promptly as reasonably practicable following the date of this Agreement to SPAC, the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2025 and December 31, 2024, and the related audited consolidated statements of income and profit and loss, and cash flows for the year then ended, which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof (the “Closing FinancialStatements”). Upon delivery of the Closing Financial Statements, the representations and warranties set forth in Section 3.10 shall be deemed to apply to the Closing Financial Statements in the same manner as the Audited Financial Statements, mutatismutandis, with the same force and effect as if included in Section 3.10 as of the date of this Agreement. The Company shall promptly prepare and deliver any other audited or unaudited consolidated balance sheets and the related audited or unaudited consolidated statements of income and profit and loss, and cash flows of the Company and its Subsidiaries as of and for a year-to-date period ended as of the end of any other different fiscal period (and as of and for the same period from the previous fiscal year) or fiscal year (and as of and for the prior fiscal year), as applicable, that is required to be included in the Proxy/Registration Statement and any other filings to be made by SPAC or the Company with the SEC in connection with the Transactions.

(b) The Company and SPAC shall each use its reasonable best efforts (i) to assist the other, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Company, any of its Subsidiaries or SPAC, in preparing in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by SPAC or the Company with the SEC in connection with the Transactions and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Laws or requested by the SEC in connection therewith.

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Section 6.7 NoTrading. The Company acknowledges and agrees that it is aware, and that its Controlled Affiliates have been made aware of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC promulgated thereunder or otherwise and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company hereby agrees that it shall not purchase or sell any securities of SPAC in violation of such Laws, or cause or encourage any Person to do the foregoing.

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Section 6.8 NasdaqListing. The Company shall use its reasonable best efforts to (and SPAC shall reasonably cooperate in connection therewith): (i) submit an initial listing application to Nasdaq in connection with the Transactions; (ii) satisfy all applicable initial listing standards and requirements of Nasdaq and obtain Nasdaq’s approval of its initial listing application; and (iii) cause the Registrable Securities to be approved for listing on the Nasdaq, subject to official notice of issuance, and (iv) issue the Company Ordinary Shares underlying the Company ADSs constituting the Merger Consideration or issuable upon exercise of the Company Warrants in book-entry form in the systems of Euroclear Finland Oy, in each case, as promptly as reasonably practicable after the date of this Agreement, and in any event prior to the Merger Effective Time.

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Section 6.9 Post-ClosingDirectors and Officers of the Company. Subject to the terms of the Amended Company Articles of Association, the Company shall take all such action within its power as may be necessary or appropriate such that immediately following the Closing, (a) the Company Board will consist of such number and composition of directors as shall be reasonably determined by the Company in consultation with SPAC; provided, that (i) SPAC shall have the right to designate one (1) director to the Company Board, and (ii) the SPAC and the Company shall agree on one (1) director to the Company Board with relevant semiconductor or quantum computing industry experience, in each case immediately following the Closing and (b) unless the Company is eligible for and elects to follow the home country practice in accordance with the relevant Nasdaq listing rules, the majority of directors shall satisfy the independence requirement and other qualifications for the applicable committee as required by applicable Laws or under the Nasdaq listing rules.

ArticleVII

COVENANTS OF SPAC

Section 7.1 NasdaqListing. During the Interim Period, SPAC shall use reasonable best efforts to ensure SPAC remains listed as a public company on Nasdaq and maintain the listing of the SPAC Class A Ordinary Shares, the SPAC Warrants and the SPAC Units on Nasdaq. From the date hereof through the Closing, SPAC shall promptly notify the Company of any communications or correspondence from the Nasdaq with respect to any potential suspension of listing or delisting action contemplated or threatened by the Nasdaq. Prior to the Closing Date, SPAC shall cooperate with the Company and use reasonable best efforts to take such actions as are reasonably necessary or advisable to cause the SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Units to be delisted from Nasdaq and deregistered under the Exchange Act as soon as practicable following the Merger Effective Time.

Section 7.2 Conductof Business. Except (i) as expressly contemplated by the Transaction Documents (including as contemplated by any PIPE Investment), (ii) as required by applicable Laws or relevant Governmental Authorities, (iii) as set forth on Section 7.2 of the SPAC Disclosure Letter or (iv) as consented to by the Company in writing (which consent shall not be unreasonably withheld, conditioned or delayed), during the Interim Period, SPAC (1) shall operate its business in the Ordinary Course and (2) shall not:

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(a) (i) seek any approval from SPAC Shareholders to change, modify or amend the Trust Agreement or the SPAC Charter, except as contemplated by the SPAC Transaction Proposals or (ii) change, modify or amend the Trust Agreement or its Organizational Documents (including but not limited to entering into any settlement, conciliation or similar Contract that would require any payment from the Trust Account), except as expressly contemplated by the SPAC Transaction Proposals;

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(b) (i) declare, set aside, establish a record date for, make or pay any dividend or other distribution, payable in cash, shares, property or otherwise, with respect to any of its share capital, (ii) split, combine, subdivide, reclassify or amend any terms of its Equity Securities or (iii) redeem, repurchase, cancel or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any of its Equity Securities, other than a redemption of SPAC Class A Ordinary Shares in connection with the exercise of any SPAC Shareholder Redemption Right by any SPAC Shareholder or upon conversion of SPAC Class B Ordinary Shares in accordance with the SPAC Charter;

(c) merge, consolidate or amalgamate with or into, or acquire (by purchasing a substantial portion of the assets of or any equity in, or by any other manner) or make any advance or loan to or investment in any other Person or be acquired by any other Person;

(d) except in the Ordinary Course or as otherwise contemplated by this Agreement, (i) make, change or revoke any election in respect of material Taxes, (ii) adopt or change any material Tax accounting method, (iii) file any material amended Tax Return, (iv) enter into any material Tax “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local, or non-U.S. Law) with any Governmental Authority, (v) settle any income or other material Tax claim or assessment, (vi) surrender any right to claim a refund of material Taxes, (vii) consent to any extension or waiver of the limitation period applicable to or relating to any material Tax claim or assessment, or (viii) knowingly fail to pay any material Tax that becomes due and payable (including estimated Tax payments) (other than Taxes being contested in good faith and for which adequate reserves have been established in the SPAC Financial Statements in accordance with IFRS);

(e) (i) enter into, renew or amend in any material respect, any transaction or material Contract, except for material Contracts entered into in the Ordinary Course, (ii) extend, transfer, terminate or waive any right or entitlement of material value under any material Contract, in a manner that is materially adverse to the SPAC, (iii) enter into any settlement, conciliation or similar Contract that would impose non-monetary obligations of SPAC or any of its Affiliates (or the Company or any of its Subsidiaries after the Closing); provided, however, that notwithstanding anything to the contrary contained in this Agreement, even if done in the Ordinary Course, SPAC shall not enter into, renew or amend in any respect, any transaction or Contract involving an Affiliate or Related Party of SPAC, Sponsor or any Affiliate of Sponsor, except as expressly provided in the Transaction Documents;

(f) incur, assume, guarantee or repurchase or otherwise become liable for any Indebtedness, or issue or sell any debt securities or options, warrants, rights or conversion or other rights to acquire debt securities, or other material Liability, in any case in a principal amount or amount, as applicable, other than (i) Indebtedness or other Liabilities expressly set out in Section 7.2(f) of the SPAC Disclosure Letter, or (ii) Liabilities that qualify as SPAC Transaction Expenses;

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(g) make any change in its accounting principles or methods unless required by GAAP or applicable Laws;

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(h) (i) issue any Equity Securities, other than the issuance of Equity Securities of SPAC pursuant to this Agreement or any other Transaction Documents, or the issuance of SPAC Class A Ordinary Shares upon conversion of SPAC Class B Ordinary Shares in accordance with the SPAC Charter or (ii) grant any options, warrants, rights of conversion or other equity-based awards or phantom equity;

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(i) settle or agree to settle any Action before any Governmental Authority or any other third party or that imposes injunctive or other non-monetary relief on SPAC;

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(j) form any Subsidiary;

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(k) liquidate, dissolve, reorganize or otherwise wind-up the business and operations of SPAC or propose or adopt a plan of complete or partial liquidation or dissolution, consolidation, restructuring, recapitalization, reclassification or similar change in capitalization or other reorganization of SPAC;

(l) amend, modify or waive any terms or rights set forth in any SPAC Warrant, including any amendment, modification or reduction of the exercise price of any SPAC Warrant; or

(m) enter into any agreement or otherwise make any commitment to do any action prohibited under this Section 7.2.

Section 7.3 Accessto Information. Upon reasonable prior written notice and subject to applicable Laws, from the date of this Agreement until the Merger Effective Time, the SPAC shall, and shall cause, SPAC Insiders and each of its Affiliates and each of its and its Affiliates’ officers, directors and employees to, and shall use its commercially reasonable efforts to cause its Representatives to, afford the Company and its officers, directors, employees and Representatives, following reasonable notice from the Company in accordance with this Section 7.3, in such manner as to not interfere with the normal business operation of the SPAC, reasonable access during normal business hours to the officers, directors, employees, agents, Representatives, properties, offices and other facilities, books and records of each of it and its Affiliates, as shall be reasonably requested solely for purposes of and that are necessary for consummating the Transactions; provided, however, that in each case, the SPAC and its Affiliates shall not be required to disclose any document or information, or permit any inspection, that would, in the reasonable judgment of the SPAC or any of its Representatives, (a) result in the disclosure of any Trade Secrets (including Trade Secrets of third parties) or violate the terms of any confidentiality, non-disclosure or privacy provisions in any agreement with a third party, (b) result in a violation of applicable Laws, (c) waive the protection of any attorney-client work product or other applicable privilege or (d) require the disclosure of information or materials about the Company’s consideration or valuation of any alternative financings or transactions; provided, that the Disclosing Party shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege or waiver of any other privilege or trade secret protection. The Disclosing Party shall promptly advise the Recipient Party in such circumstances that the Disclosing Party or its Representatives is unable to comply with the Recipient Party’s requests for information pursuant to this Section 7.3. The Recipient Party agrees to be responsible for the reasonable and documented out-of-pocket expenses incurred by the Disclosing Party as a result of providing such access (which shall be treated as Transaction Expenses hereunder). All information and materials provided pursuant to this Agreement will be subject to the provisions of the NDA.

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Section 7.4 AcquisitionProposals and Alternative Transactions. During the Interim Period, SPAC shall not, and it shall cause its Controlled Affiliates and its and their respective Representatives not to, directly or indirectly: (a) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a SPAC Acquisition Proposal; (b) furnish or disclose any non-public information to any person or entity in connection with or that could reasonably be expected to lead to a SPAC Acquisition Proposal; (c) enter into any agreement, arrangement or understanding regarding a SPAC Acquisition Proposal; or (d) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. SPAC agrees to (x) notify the Company promptly upon receipt of any SPAC Acquisition Proposal by SPAC, and to describe the terms and conditions of any such SPAC Acquisition Proposal in reasonable detail (including the identity of the Persons making such SPAC Acquisition Proposal), and (y) keep the Company fully informed on a current basis of any modifications to such offer or information.

Section 7.5 PublicFilings of SPAC. From the date of this Agreement through the Closing, SPAC will use reasonable best efforts to keep current and accurately and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable Laws. As promptly as practicable after the execution of this Agreement, SPAC shall prepare and file a Current Report on Form 8-K under the Exchange Act to disclose the execution of this Agreement (the form and substance of which shall have been approved by the Company prior to the execution of this Agreement).

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Section 7.6 Section16 Matters. Prior to the Closing Date, SPAC shall take all such steps (to the extent permitted under applicable Law) as are reasonably necessary to cause any acquisition or disposition of SPAC Class A Ordinary Shares or any derivative thereof that occurs or is deemed to occur by reason of or pursuant to the Transactions by each Person who is or will be or may become subject to Section 16 of the Exchange Act with respect to the Company, including by virtue of being deemed a director by deputization, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 7.7 TrustAccount. Upon satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article IX and provision of notice thereof to the Trustee, (a) SPAC shall make all appropriate arrangements to cause the Trustee to pay as and when due all amounts, if any, payable to the public SPAC Shareholders pursuant to the SPAC Shareholder Redemptions prior to the Closing in accordance with the terms of the Trust Agreement, (b) at the Closing, SPAC shall (i) cause the documents, certificates and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and (ii) make all appropriate arrangements to cause the Trustee to (A) pay the Deferred Underwriting Commission and (B) immediately thereafter, distribute all remaining amounts then available in the Trust Account to account(s) designated by the SPAC (or its successor, as applicable) in accordance with the Trust Agreement, and (c) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Section 7.8 Qualificationas an Emerging Growth Company. During the Interim Period, SPAC shall: (a) take all actions necessary to continue to qualify as an “emerging growth company” within the meaning of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”); and (b) not take any action that would cause SPAC to not qualify as an “emerging growth company” within the meaning of the JOBS Act.

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Section 7.9 Resignations. Prior to the Closing, all of the directors and officers of SPAC shall have executed written resignations effective as of the Closing in form and substance satisfactory to each Party.

ArticleVIII

JOINT COVENANTS

Section 8.1 RegulatoryApprovals; Other Filings.

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(a) Each of the Company, SPAC and Merger Sub shall use their reasonable best efforts to cooperate in good faith with any Governmental Authority and to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions, or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon as practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company, SPAC and Merger Sub shall use reasonable best efforts to obtain the necessary Regulatory Approvals, or cause the expiration or termination of the waiting, notice or review periods required for any applicable Regulatory Approval with respect to the Transactions as promptly as possible after the execution of this Agreement.

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(b) With respect to each of the Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company, SPAC and Merger Sub shall (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent or Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the Transactions; and (ii) cooperate fully with each other in the defense of such matters; provided that, nothing in this Section 8.1(b) obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entity, facility or asset of such Party or any of its Affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. To the extent not prohibited by Law, the Company and Merger Sub shall promptly furnish to SPAC, and SPAC shall promptly furnish to the Company, copies of any material, substantive notices or written communications received by such party or any of its Affiliates from any Governmental Authority with respect to the Transactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed material, substantive written communications by such party or its Affiliates to any Governmental Authority concerning the Transactions; provided, however, that none of SPAC, the Company or the Merger Sub shall enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the prior written consent of the other parties hereto; provided, further, that none of the Company, the Merger Sub or SPAC shall enter into any agreement with any Governmental Authority with respect to the Transactions which (a) as a result of its terms materially delays the consummation of, or prohibits, the Transactions or (b) adds any condition to the consummation of the Transactions, in any such case, unless otherwise required by applicable Laws and with the prior written consent of the other parties hereto. To the extent not prohibited by Law, the Company and the Merger Sub agree to provide SPAC and its counsel, and SPAC agrees to provide to the Company and its counsel, the opportunity, to the extent practical, on reasonable advance notice, to participate in any material substantive meetings or discussions, either in person or by telephone, between such party or any of its Affiliates or Representatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the Transactions. Each of the Company, SPAC and the Merger Sub agrees to make all filings, to provide all information required of such party and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege. The Company and SPAC shall jointly devise and implement the strategy for obtaining any necessary clearance or approval, for responding to any request, inquiry, or investigation, for electing whether to defend, and, if so, defending any lawsuit challenging the Transactions, and for all meetings and communications with any Governmental Authority concerning the Transactions.

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Section 8.2 Preparationof Proxy/Registration Statement; SPAC Shareholders’ Meeting and Approvals.

(a) Proxy/RegistrationStatement.

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(i) As promptly as reasonably practicable after the execution of this Agreement, SPAC, the Merger Sub and the Company shall prepare, and the Company shall file with the SEC, the Registration Statement (as amended or supplemented from time to time, and including the Proxy Statement, the “Proxy/Registration Statement”) relating to (x) the SPAC Shareholders’ Meeting to approve and adopt the SPAC Transaction Proposals and (y) the registration under the Securities Act of the Registrable Securities and the registration under the Securities Act of the reoffer and sale of the Registrable Securities held by the Sponsor. SPAC, the Merger Sub and the Company each shall use their reasonable best efforts to (1) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company and SPAC shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of Merger Consideration and Company Warrants pursuant to this Agreement. Each of the Company, SPAC and the Merger Sub also agrees to use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and SPAC shall furnish all information, respectively, concerning SPAC and the Company, its Subsidiaries and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall, and shall use reasonable best efforts to, within five (5) Business Days of such finalization and effectiveness, mail the Proxy/Registration Statement to the SPAC Shareholders. Each of SPAC, the Merger Sub and the Company shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested by any of them or any Governmental Authority in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of SPAC, the Merger Sub, the Company or their respective Affiliates to any Governmental Authority (including Nasdaq) in connection with the Transactions.

(ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC and the Company. The Company will advise SPAC, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of Merger Consideration and Company Warrants to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide SPAC a reasonable opportunity to provide comments and amendments to any such filing. SPAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response thereto.

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(iii) If, at any time prior to the Merger Effective Time, any event or circumstance relating to SPAC or its officers or directors, should be discovered by SPAC which is required to be set forth in an amendment or a supplement to the Proxy/Registration Statement so that the Proxy/Registration Statement would not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, SPAC shall promptly inform the Company. If, at any time prior to the Merger Effective Time, any event or circumstance relating to the Company, any of its Subsidiaries (including the Merger Sub) or their respective officers or directors, should be discovered by the Company which is required to be set forth in an amendment or a supplement to the Proxy/Registration Statement so that the Proxy/Registration Statement would not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly inform SPAC. Thereafter, SPAC, the Merger Sub and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information, and SPAC and the Company shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.

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(b) SPACShareholders’ Approval.

(i) Prior to or as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, SPAC shall establish a record date for, duly call, give notice of, convene and hold a meeting of the SPAC Shareholders (including any adjournment or postponement thereof, the “SPAC Shareholders’ Meeting”) in accordance with the SPAC Charter and applicable Law to be held as promptly as reasonably practicable and, unless otherwise agreed by SPAC and the Company in writing, in any event not more than thirty (30) days following the date that the Proxy/Registration Statement is declared effective under the Securities Act for the purpose of voting on the SPAC Transaction Proposals and obtaining the SPAC Shareholders’ Approval (including, if necessary, the approval of any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of the SPAC Transaction Proposals), providing SPAC Shareholders with the opportunity to elect to exercise their SPAC Shareholder Redemption Right and such other matters as may be mutually agreed by SPAC and the Company. SPAC will use its reasonable best efforts (A) to solicit from its shareholders proxies in favor of the adoption of the SPAC Transaction Proposals, including the SPAC Shareholders’ Approval, and will take all other action necessary or advisable to obtain such proxies and SPAC Shareholders’ Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Laws, Nasdaq rules and the SPAC Charter. SPAC (x) shall consult with the Company regarding the record date and the date of the SPAC Shareholders’ Meeting prior to determining such dates and (y) shall not adjourn or postpone the SPAC Shareholders’ Meeting without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that SPAC shall adjourn or postpone (as applicable) the SPAC Shareholders’ Meeting (1) to the extent necessary to ensure that any supplement or amendment to the Proxy/Registration Statement that SPAC or the Company reasonably determines (following consultation with the Company or SPAC, respectively, except with respect to any Company Acquisition Proposal) is necessary to comply with applicable Laws, is provided to the SPAC Shareholders in advance of a vote on the adoption of the SPAC Transaction Proposals, (2) if, as of the time that the SPAC Shareholders’ Meeting is originally scheduled, there are insufficient SPAC Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the SPAC Shareholders’ Meeting, (3) if, as of the time that the SPAC Shareholders’ Meeting is originally scheduled, adjournment or postponement of the SPAC Shareholders’ Meeting is necessary to enable SPAC to solicit additional proxies required to obtain SPAC Shareholders’ Approval, (4) in order to seek withdrawals from SPAC Shareholders who have exercised their SPAC Shareholder Redemption Right if a number of SPAC Shares have been elected to be redeemed such that SPAC reasonably expects that the condition set forth in Section 9.3(d) will not be satisfied at the Closing or (5) to comply with applicable Law; provided, further,however, that without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned), SPAC shall not adjourn or postpone on more than two (2) occasions and so long as the date of the SPAC Shareholders’ Meeting is not adjourned or postponed more than an aggregate of fifteen (15) consecutive days.

(ii) The Proxy/Registration Statement shall include a statement to the effect that SPAC Board has unanimously recommended that the SPAC Shareholders vote in favor of the SPAC Transaction Proposals at the SPAC Shareholders’ Meeting (such statement, the “SPAC Board Recommendation”).

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(c) CompanyShareholders’ Approval.

(i) (A) Promptly following the execution of this Agreement, and in no event later than thirty (30) calendar days after the date hereof, the Company shall solicit the Company Shareholders’ Approval in the form of an irrevocable unanimous written consent (the “UnanimousWritten Consent”) of all the Company Shareholders, or (B) in the event the Unanimous Written Consent is not obtained by the Company within sixty (60) calendar days after the date hereof, the Company shall establish a record date for, duly call and give notice of a meeting of the Company Shareholders (as may be adjourned or postponed from time to time, the “Company Shareholders’Meeting”) by April 30, 2026 in accordance with the Company Articles of Association and applicable Law for the purpose of voting on the Company Transaction Proposals and obtaining the Company Shareholders’ Approval and such other matters as may be mutually agreed by SPAC and the Company (including the approval of any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of the Company Transaction Proposals). The Company (x) shall consult with SPAC regarding the record date and the date of the Company Shareholders’ Meeting prior to determining such dates and (y) shall not adjourn or postpone the Company Shareholders’ Meeting without the prior written consent of SPAC (which consent shall not be unreasonably withheld, conditioned or delayed*); provided*, however, that the Company shall adjourn or postpone the Company Shareholders’ Meeting (1) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, there are insufficient Pre-Share Split Shares including a majority of the Series B Preferred Shares and more than seventy-five percent (75%) of the Company Preferred Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, (2) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, adjournment or postponement of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholders’ Approval, or (3) to comply with applicable Law; provided, further, however, that without the prior written consent of SPAC (such consent not to be unreasonably withheld, delayed or conditioned), the Company shall not adjourn or postpone on more than two (2) occasions and so long as the date of the Company Shareholders’ Meeting is not adjourned or postponed more than an aggregate of fifteen (15) consecutive days.

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(ii) In connection with each of the Unanimous Written Consent and the Company Shareholders’ Meeting, the Company shall send materials to the Company Shareholders which shall seek the Company Shareholders’ Approval and shall include in all such materials it sends to the Company Shareholders in connection with the Unanimous Written Consent and the Company Shareholders’ Meeting a statement to the effect that the Company Board has recommended that the Company Shareholders vote in favor of granting the Company Shareholders’ Approval (such statement, the “Company Board Recommendation”), and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation.

(d) InformationSupplied.

(i) The information supplied or to be supplied by the Group Companies, their Affiliates or their respective Representatives in writing specifically for inclusion in the Proxy/Registration Statement shall not, at (a) the time the Proxy/Registration Statement is declared effective, (b) the time the Proxy/Registration Statement (or any amendment thereof or supplement thereto) is first mailed to the SPAC Shareholders, and (c) the time of the SPAC 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 were made, not misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by or on behalf of any of the Group Companies or their respective Affiliates or Representatives. All documents that the Company is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

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(ii) The information supplied or to be supplied by SPAC, its Affiliates or their respective Representatives in writing specifically for inclusion in the Proxy/Registration Statement shall not, at (a) the time the Proxy/Registration Statement is declared effective, (b) the time the Proxy/Registration Statement (or any amendment thereof or supplement thereto) is first mailed to the SPAC Shareholders, and (c) the time of the SPAC 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 were made, not misleading. Notwithstanding the foregoing, SPAC makes no representation, warranty or covenant with respect to any information supplied by or on behalf of any of the Group Companies or their respective Affiliates or Representatives. All documents that SPAC is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

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Section 8.3 Supportof Transaction. Without limiting any covenant contained in Article VI, or Article VII (a) the Company shall, and shall cause its Subsidiaries (including Merger Sub) to, and (b) SPAC shall, (i) use reasonable best efforts to obtain all material consents and approvals of third parties that the Company and any of its Subsidiaries or SPAC, as applicable, are required to obtain in order to consummate the Transactions, and (ii) use reasonable best efforts to take such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, including this Article VIII, shall require the Company, any of its Subsidiaries or SPAC or any of their respective Affiliates to (A) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (B) seek to have any stay or Governmental Order vacated or reversed, (C) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Company or any of its Subsidiaries or SPAC, (D) take or commit to take actions that limit the freedom of action of the Company, any of its Subsidiaries or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the Company, any of its Subsidiaries or SPAC or (E) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.

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Section 8.4 EmployeeMatters.

(a) Equity Plan. Prior to the Closing Date, the Company shall approve and adopt a new equity incentive plan (the “LTIP”), based on the terms and conditions as reasonably mutually agreed upon between SPAC and the Company (provided neither Party will unreasonably withhold, condition or delay its agreement) to be effective upon and following the Closing, with the number of Company Ordinary Shares allocated under the LTIP equal to up to fifteen percent (15%) of the total number of the Company Ordinary Shares outstanding immediately following the Closing (on a fully-diluted basis assuming the conversion of all securities convertible into Company Ordinary Shares). As soon as practicable following the Closing, the Company shall file an effective registration statement on Form S-8 (or other applicable form) with respect to the Company Ordinary Shares issuable under the LTIP. Notwithstanding this Section 8.4(a), if the Company reasonably determines that it would be beneficial to any recipient to grant options pursuant to the LTIP to such recipient prior to the Closing Date (but contingent on the Closing occurring), the parties will discuss in good faith the possibility of doing so and, if the Company reasonably determines to do so, will cooperate in good faith and use their reasonable best efforts to do so.

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(b) No Third-Party Beneficiaries. Notwithstanding anything herein to the contrary, all provisions contained in this Section 8.4(b) are included for the sole benefit of SPAC and the Company, and nothing in this Agreement, whether express or implied, (i) shall be construed to establish, amend, or modify any employee benefit plan, program, agreement or arrangement, (ii) shall limit the right of SPAC, the Company or their respective Affiliates to amend, terminate or otherwise modify any Benefit Plan or other employee benefit plan, agreement or other arrangement following the Closing Date, or (iii) shall confer upon any Person who is not a party to this Agreement (including any equityholder, any current or former director, manager, officer, employee or independent contractor of the Company, or any participant in any Benefit Plan or other employee benefit plan, agreement or other arrangement (or any dependent or beneficiary thereof)), any right to continued or resumed employment or recall, any right to compensation or benefits, or any third-party beneficiary or other right of any kind or nature whatsoever.

Section 8.5 TaxMatters.

(a) Each of SPAC (prior to the Merger Effective Time), Merger Sub, and the Group Companies shall (and shall cause their respective Affiliates to) use commercially reasonable efforts to cooperate, as and to the extent reasonably requested in writing by each other, in connection with the filing of relevant Tax Returns and the defense of relevant Tax audits or other similar proceedings. Such cooperation shall include retaining and (upon reasonable request) providing (with the right to make copies) records and information reasonably relevant to any such Tax Returns or Tax audits or other similar proceedings, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and, to the extent applicable, upon request of a SPAC Shareholder (at such SPAC Shareholder’s sole cost and expense), using commercially reasonable efforts to (i) determine SPAC’s status as a “passive foreign investment company” within the meaning of Section 1297(a) of the Code (a “PFIC”) for the taxable year that includes the date hereof and, if different, the Closing Date, (ii) if the Parties determine that SPAC was a PFIC for any such taxable year, provide a PFIC Annual Information Statement (as described in Treasury Regulations Section 1.1295-1(g)) with respect to SPAC to enable SPAC Shareholders to make and maintain a “Qualified Electing Fund” election under Section 1295 of the Code and the Treasury Regulations promulgated thereunder with respect to SPAC and (iii) provide such information as needed to enable SPAC Shareholders to report their allocable share of “subpart F” income under Section 951 of the Code and “global intangible low-taxed income” under Section 951A of the Code for the taxable year that includes the date hereof and, if different, the Closing Date, if and as applicable to SPAC Shareholders and with respect to SPAC. Notwithstanding the foregoing, none of Merger Sub, LuxCo or any Group Company shall be required to provide any information (A) that is reasonably deemed confidential or that is (or will be prior to the time reasonably needed for any Tax Return) publicly available or otherwise available to the SPAC or its direct and indirect security holders or (B) without the recipient (on behalf of itself and its direct or indirect owners, as applicable) acknowledging and agreeing (in writing) that all information is being provided on a ‘non-reliance basis’ and that such recipient shall have no claims against the Group Companies, LuxCo, Merger Sub, and their respective Affiliates and agents for any damages (including Tax liabilities) arising from the determinations made and information provided pursuant to this Section 8.5(a), it being understood that (x) such persons shall rely on their own Tax advisors, and shall not rely on any of the Parties or their respective Affiliates or advisors, for any Tax advice and (y) no information made available shall be construed as any representation by any of the Parties or their respective Affiliates or advisors with respect to the Tax treatment of the Transactions or status of the Company as a PFIC or controlled foreign corporation within the meaning of Section 957 of the Code.

(b) All Transfer Taxes will be borne by the party responsible therefor under applicable Law.

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(c) All Tax allocation, Tax sharing or Tax indemnity or similar agreements (other than a Contract entered into in the ordinary course of business the principal purpose of which does not relate to Taxes) to which SPAC is a party shall be terminated prior to the date hereof.

(d) For U.S. federal income tax purposes, the Parties hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) and 1.368-3(a).

(e) The Company may propose amendments to the terms of this Agreement that the Company believes could reasonably facilitate the qualification of the Transactions as tax-deferred transactions, without adversely affecting the rights and commercial position of SPAC, the Company, and their respective shareholders. In that case, SPAC shall consider in good faith the proposed amendments and, if it determines in good faith that they would not result in unreasonable delay to Closing and would not adversely affect the rights or commercial position of SPAC, the Company, and their respective shareholders, the parties shall use reasonable best efforts to effect any such amendments.

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(f) It is intended that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, and each Party shall (if required to make any U.S. Tax Return filing) file all United States federal (and applicable U.S. state and local) Tax Returns consistent with, and take no position inconsistent with such treatment (whether in audits, Tax Returns or otherwise) unless otherwise required pursuant to applicable Law. Each Party will, and will cause its Affiliates to, use commercially reasonable efforts to avoid taking any action (other than any action contemplated by the Transaction Documents) that to the knowledge of such Party would be reasonably expected to cause the Merger to fail to so qualify. Notwithstanding the foregoing or anything to the contrary set forth herein, none of SPAC or the Group Companies, LuxCo or Merger Sub make any representation regarding whether the Merger will qualify for any potential tax treatment, including as a “reorganization”, tax-deferred transaction, or similar transaction under any applicable Tax laws, including without limitation Section 368 of the Code.

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Section 8.6 ShareholderLitigation. The Company shall promptly advise SPAC, and SPAC shall promptly advise the Company, as the case may be, of any Action commenced (or to the Company’s knowledge or the knowledge of SPAC, as applicable, threatened) on or after the date of this Agreement against such party, any of its Subsidiaries or any of its directors or officers by any Company Shareholder or SPAC Shareholder relating to this Agreement, the Merger or any of the other Transactions (any such Action, “Shareholder Litigation”), and such party shall keep the other party reasonably informed regarding any such Shareholder Litigation. Other than with respect to any Shareholder Litigation where the parties identified in this sentence are adverse to each other or in the context of any Shareholder Litigation related to or arising out of a Company Acquisition Proposal or a SPAC Acquisition Proposal, (a) the Company shall give SPAC, at its own cost and expense (which, for avoidance of doubt, will be included in SPAC Transaction Expenses), a reasonable opportunity to participate in the defense or settlement of any such Shareholder Litigation (and consider in good faith the suggestions of SPAC in connection therewith) brought against the Company, any of their respective Subsidiaries or any of their respective directors or officers and no such settlement shall be agreed to without the SPAC’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (b) SPAC shall give the Company, at its own cost and expense, a reasonable opportunity to participate in the defense or settlement of any such Shareholder Litigation (and consider in good faith the suggestions of the Company in connection therewith) brought against SPAC or any of its directors or officers, and no such settlement shall be agreed to without the Company’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed).

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Section 8.7 PIPEFinancing. SPAC and the Company shall, and shall cause their respective Affiliates to, use reasonable best efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable (a) to take, or to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements substantially concurrently with the Closing on the terms described therein, and (b) to satisfy on a timely basis all conditions and covenants applicable to the Company and SPAC, respectively, in the PIPE Subscription Agreements and otherwise comply with its obligations thereunder and to enforce the rights of the Company and SPAC under the PIPE Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) the Company the applicable purchase price under each PIPE Investor’s applicable PIPE Subscription Agreement in accordance with its terms. As promptly as practicable after a Party acquires knowledge thereof, such Party shall give the other Parties written notice: (i) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any PIPE Subscription Agreement; (ii) of the receipt of any written notice or other written communication from any party to any PIPE Subscription Agreement with respect to any actual, potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any PIPE Subscription Agreement or any provisions of any PIPE Subscription Agreement; or (iii) if such Party does not expect to receive all or any portion of the PIPE Investment on the terms, in the manner or from the sources contemplated by the PIPE Subscription Agreements. The Company may amend, modify or waive the PIPE Subscription Agreements in its reasonable discretion, except to the extent that any such amendment, modification or waiver would (A) increase conditionality of the relevant subscriber; (B) decrease any subscription amount under any PIPE Subscription Agreement or reduce or impair the rights of the SPAC under any PIPE Subscription Agreement; or (C) modify (including any consent to terminate), any provision or remedy under, or any replacements of, any of the PIPE Subscription Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision); provided, that, in the case of any such assignment or transfer, the initial party to such PIPE Subscription Agreement remains bound by its obligations with respect thereto in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase of shares of Company Ordinary Shares, ADSs or other Equity Securities of the Company. From the date hereof until the Closing Date, SPAC and the Company shall, and shall cause their respective financial advisors and legal counsels to, keep each other and their respective financial advisors and legal counsels reasonably informed with respect to the PIPE Investment.

Section 8.8 CompanyCapital Restructuring. The Company shall prior to the Closing, take all actions reasonably necessary to effect the Company Capital Restructuring in accordance with this Agreement and shall provide reasonably satisfactory evidence thereof to the other parties. The Company shall provide drafts of all documents related to the Company Capital Restructuring (the “Restructuring Documents”) for SPAC’s review and comment prior to entering into such document (and shall use reasonable best efforts to do so at least five (5) Business Days in advance). The Company may not, without the consent of SPAC, amend or supplement the steps, transactions and filings to be completed in connection with the Company Capital Restructuring. The Company Capital Restructuring will be completed at the sole cost of the Company.

Section 8.9 EUSecurities Regulation. During the Interim Period, the Parties shall not make any offer of securities in the European Economic Area in connection with the Transactions other than as may be required to satisfy the free float requirements in connection with a potential dual listing of the Company on Nasdaq Helsinki Ltd or in accordance with the provisions of the Prospectus Regulation providing for an exemption from the obligation to publish a prospectus. In the event that the Parties, following consultation with their respective counsel, determine that a prospectus or a prospectus exemption document (as applicable) may be required to be published in accordance with the provisions of the Prospectus Regulation, each Party shall use its reasonable best efforts to take such actions and do such things that such Party (after consultation with counsel) deems reasonably necessary or desirable, including the delivery or execution of any documents or instruments reasonably required or desirable in order for the Company to publish a prospectus or be exempted from the obligation to publish a prospectus or a prospectus exemption document (as applicable) under the Prospectus Regulation. Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to cooperate with each other in good faith in taking any actions or preparing or delivering any documents or instruments pursuant to the preceding sentence and to furnish the others with such information concerning it and its Affiliates as the providing Party (after consulting with counsel) may deem reasonably necessary or advisable in connection the foregoing.

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Section 8.10 Terminationof Shareholders’ Agreements. Prior to the Closing, the Company shall take all actions necessary to terminate, effective as of and contingent upon the occurrence of the Closing, the Company Shareholders’ Agreements without any further liability or continuing obligation of, or restriction on the Company or any of its Affiliates, other than those obligations that expressly survive pursuant to the terms of the Company Shareholders’ Agreements.

ArticleIX

CONDITIONS TO OBLIGATIONS

Section 9.1 Conditionsto Obligations of the Parties. The obligations of each Party to consummate, or cause to be consummated, the Transactions to occur at the Closing, are each subject to the satisfaction of the following conditions, any one or more of which may be waived (if legally permitted) in writing by the party or parties whose obligations are conditioned thereupon:

(a) The SPAC Shareholders’ Approval shall have been obtained, and shall have not been withdrawn, revoked, varied or become invalid;

(b) The Company Shareholders’ Approval shall have been obtained, and shall have not been withdrawn, revoked, varied or become invalid;

(c) The Merger Sub Shareholder Approval shall have not been withdrawn, revoked, varied or become invalid;

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(d) The Proxy/Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Proxy/Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn;

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(e) The Company’s initial listing application with Nasdaq in connection with the Transactions shall have been conditionally approved and, immediately following the Closing, the Company shall satisfy any applicable initial and continuing listing requirements of Nasdaq, including the applicable public float requirements under Nasdaq listing rules, and the Company shall not have received any notice of non-compliance therewith, and (ii) the Company Ordinary Shares in the form of Company ADSs constituting the Merger Consideration to be issued in connection with the Transactions shall have been conditionally approved for listing on Nasdaq, subject to official notice of issuance; and

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(f) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Governmental Order that is then in effect and which has the effect of making the Closing illegal or which otherwise prevents or prohibits consummation of the Closing (any of the foregoing, a “restraint”), other than any such restraint that is immaterial, and all Regulatory Approvals required in connection with the Transactions have been obtained from or waived by the relevant Governmental Authority.

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Section 9.2 Conditionsto Obligations of SPAC at Closing. The obligations of SPAC to consummate, or cause to be consummated, the Transactions to occur at the Closing are subject to the satisfaction of the following additional conditions as of the Closing Date, any one or more of which may be waived in writing by SPAC:

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(a) The representations and warranties contained in Section 3.1 (Organization and Qualification), Section 3.2 (Subsidiaries), Section 3.3(c) (Capitalization of the Company), Section 3.4(a) (Capitalization of the Subsidiaries), Section 3.5 (Authorization), Section 3.11 (No Company Material Adverse Effect) and Section 3.20 (Brokers) (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth herein) shall be true and correct in all material respects as of the Closing Date as if made at the Closing Date (except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date). The representations contained in Section 3.3(a), Section 3.3(b) and Section 3.3(d) (Capitalization of the Company) shall each be true and correct in all material respects as of the Closing Date as if made at the Closing Date (except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date). Each of the other representations and warranties of the Company, LuxCo and the Merger Sub contained in this Agreement (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth herein) shall be true and correct as of the Closing Date as if made at the Closing Date (except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect;

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(b) Each of the obligations and covenants of the Company, LuxCo and the Merger Sub as set forth in this Agreement and to be performed as of or prior to the Closing Date shall have been performed in all material respects, unless the applicable obligation has a materiality qualifier or similar qualification or exception in which case it shall have been duly performed in all respects; and

(c) There shall have not been a Company Material Adverse Effect following the date of this Agreement that is continuing and uncured.

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Section 9.3 Conditionsto Obligations of the Company, LuxCo and the Merger Sub at Closing. The obligations of the Company, LuxCo and the Merger Sub to consummate, or cause to be consummated, the Transactions to occur at the Closing, are subject to the satisfaction of the following additional conditions as of the Closing Date, any one or more of which may be waived in writing by the Company:

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(a) The representations and warranties contained in the first three sentences of Section 4.1 (Organization, Good Standing, CorporatePower and Qualification), Section 4.4 (Authorization) and Section 4.10 (Brokers) (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation set forth herein) shall be true and correct in all material respects as of the Closing Date as if made at the Closing Date (except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date). The representations contained in Section 4.2 (Capitalization) shall each be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on and as of such date and time. Each of the other representations and warranties of SPAC contained in this Agreement (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation set forth herein) shall be true and correct as of the Closing Date as if made at the Closing Date (except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a SPAC Material Adverse Effect;

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(b) Each of the obligations and covenants of SPAC as set forth in this Agreement and to be performed as of or prior to the Closing Date shall have been performed in all material respects, unless the applicable obligation has a materiality qualifier or similar qualification or exception in which case it shall have been duly performed in all respects;

(c) There shall have not been a SPAC Material Adverse Effect following the date of this Agreement that is continuing and uncured; and

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(d) The Aggregate Transaction Proceeds shall be equal to or greater than $150,000,000.

Section 9.4 Frustrationof Conditions. None of SPAC, the Merger Sub or the Company may rely on the failure of any condition set forth in this Article IX to be satisfied if such failure was caused by such party’s failure to comply in all material respects with its obligations under Section 8.3.

ArticleX

TERMINATION/EFFECTIVENESS

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Section 10.1 Termination. This Agreement may be terminated and the Transactions abandoned at any time prior to the Merger Effective Time:

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

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(b) by written notice from the Company or SPAC to the other if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which has become final and non-appealable and has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions;

(c) by written notice from the Company to SPAC if the SPAC Board or any committee thereof has withheld, withdrawn, qualified, amended or modified, or publicly proposed or resolved to withhold, withdraw, qualify, amend or modify, the SPAC Board Recommendation;

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(d) by written notice from the Company or SPAC to the other if the SPAC Shareholders’ Approval shall not have been obtained by reason of the failure to obtain the required vote at the SPAC Shareholders’ Meeting duly convened therefor or at any adjournment or postponement thereof taken in accordance with this Agreement;

(e) by written notice from SPAC to the Company if there is any breach of any representation, warranty, covenant or agreement on the part of the Company or the Merger Sub set forth in this Agreement, such that the conditions specified in Section 9.2 would not be satisfied at the relevant Closing Date (a “Terminating Company Breach”), except that, if such Terminating Company Breach is curable by the Company or such Merger Sub then, for a period of up to thirty (30) days after receipt by the Company of written notice from SPAC of such breach, such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within such 30-day period, provided that SPAC shall not have the right to terminate this Agreement pursuant to this Section 10.1(e) if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement that would cause the conditions specified in Section 9.3(a) or Section 9.3(b) not to be satisfied at the Closing;

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(f) by written notice from the Company to SPAC if there is any breach of any representation, warranty, covenant or agreement on the part of SPAC set forth in this Agreement, such that the conditions specified in Section 9.3 would not be satisfied at the relevant Closing Date (a “Terminating SPAC Breach”), except that if any such Terminating SPAC Breach is curable by SPAC then, for a period of up to thirty (30) days after receipt by SPAC of written notice from the Company of such breach, such termination shall not be effective, and such termination shall become effective only if the Terminating SPAC Breach is not cured within such 30-day period, provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 10.1(f) if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement that would cause the conditions specified in Section 9.2(a) or Section 9.2(b) not to be satisfied at the Closing;

(g) by written notice from SPAC or the Company to the other, if the Transactions shall not have been consummated on or prior to the date that is one hundred eighty (180) days following the date of this Agreement (such date, the “Outside Date”); provided, that if the Closing Financial Statements have not been delivered by the Company to SPAC on or before the Financials Delivery Date, the Outside Date shall be automatically extended up to a maximum of one hundred twenty (120) additional days, for each day that elapses between the Financials Delivery Date and the date the Closing Financial Statements are delivered; provided that the right to terminate this Agreement pursuant to this Section 10.1(g) will not be available to any party whose breach of any provision of this Agreement primarily caused or resulted in the failure of the Transactions to be consummated by such time*; provided, further*, that the Outside Date may be extended to a later date by mutual written consent of the Company and SPAC, in which case such later date shall be deemed the “Outside Date”;

(h) by written notice from SPAC to the Company if the Company Shareholders’ Approval has not been obtained on or before the date that is two (2) Business Days following the date of the Company Shareholders’ Meeting; or

(i) by written notice from SPAC to the Company, if the Closing Financial Statements have not been delivered by the Company to SPAC on or before the Financials Delivery Date (the “Financial Statement Delivery Failure”), provided that such termination right shall become effective only if the Financial Statement Delivery Failure is not cured within the 30-day period after receipt by the Company of written notice from SPAC of such Financial Statement Delivery Failure, and SPAC shall have the right to terminate this Agreement at any time after such 30-day period until the Company’s delivery of the Closing Financial Statement to SPAC, provided further that SPAC shall not have the right to terminate this Agreement pursuant to this Section 10.1(i) if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement that would cause the conditions specified in Section 9.3(a) or Section 9.3(b) not to be satisfied at the Closing.

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Section 10.2 Effectof Termination. In the event of the termination of this Agreement pursuant to Section 10.1, this Agreement shall immediately become null and void, without any Liability on the part of any Party or any other Person, and all rights and obligations of each Party shall cease; provided that (a) the NDA and the agreements contained in this Section 10.2 and Article XI of this Agreement (the “Surviving Provisions”), and any other Section or Article of this Agreement referenced in any of the Surviving Provisions which are required to survive in order to give appropriate effect to the Surviving Provisions, survive any termination of this Agreement and remain in full force and effect and (b) no such termination shall relieve any Party from any Liability arising out of or incurred as a result of its Fraud or its Willful Breach occurring prior to the termination of this Agreement

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ArticleXI

MISCELLANEOUS

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Section 11.1 TrustAccount Waiver. Notwithstanding anything to the contrary set forth in this Agreement, each of the Company, LuxCo and Merger Sub acknowledges that it has read the publicly filed final prospectus of SPAC, filed with the SEC on April 30, 2025 (File No.333-284777), including the Trust Agreement, and understands that SPAC has established the trust account described therein (the “Trust Account”) for the benefit of SPAC’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Each of the Company, LuxCo and Merger Sub further acknowledges and agrees that SPAC’s sole assets consist of the cash proceeds of SPAC’s IPO) and private placements of its securities occurring simultaneously with the IPO, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. Accordingly, the Company (on behalf of itself and its Affiliates), LuxCo and Merger Sub hereby waive any past, present or future claim of any kind arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account to collect from the Trust Account any monies that may be owed to them by SPAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever, including for any knowing and intentional breach by any of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Agreement. This Section 11.1 shall survive the termination of this Agreement for any reason.

Section 11.2 Extension;Waiver. At any time prior to the Closing, the Company (on behalf of itself, LuxCo, and Merger Sub), on the one hand, and SPAC, on the other hand, may, to the extent not prohibited by applicable Law: (a) extend the time for the performance of any of the obligations or other acts of the other Party; (b) waive any inaccuracies in the representations and warranties made to the other Party contained herein or in any document delivered pursuant hereto; and (c) waive compliance with any of the agreements or conditions for the benefit of such Party contained herein. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party. Delay in exercising any right under this Agreement shall not constitute a waiver of such right. In the event any provision of any of the other Transaction Documents in any way conflicts with the provisions of this Agreement (except where a provision therein expressly provides that it is intended to take precedence over this Agreement), this Agreement shall control.

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Section 11.3 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: (i) 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; (ii) 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; (iii) the third Business Day following the day sent by reputable international overnight courier (with written confirmation of receipt); and (iv) 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:

(a)	If<br>to SPAC, to:

Real Asset Acquisition Corp.

174 Nassau Street, Suite 2100,

Princeton, New Jersey 08542

Attention: Peter Ort

Email: [***]

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

Perkins Coie LLP

1155 Avenue of the Americas, 22nd Floor

New York, New York 10036

Attn: Elliott Smith; Gina Eiben

E-mail: [***]

and

Krogerus Attorneys Ltd

Fabianinkatu 9

FI-00130 Helsinki

Finland

Attention: Tom Fagernäs, Paul Raade, Antti Luhtala

Email: [***]

(b)	If<br>to the Company, LuxCo or Merger Sub, to:

IQM Finland Oy

Keilaranta 19, 02150

Espoo, Finland

Attention: Jan Kürschner, Chief Financial Officer; Mark Falcon, General Counsel

E-mail: [***]

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

Cooley LLP

55 Hudson Yards

New York, New York 10001

Attention: Eric Blanchard; Peter Byrne; David Silverman; Rita Sobral

Email: [***]

and

Borenius Attorneys Ltd

Eteläesplanadi 2

FI-00130 Helsinki

Attention: Juha Koponen; Eino Järnroos

E-mail: [***]

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Section 11.4 Assignment. This Agreement may not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of the other Parties. Any attempted assignment of this Agreement not in accordance with the terms of this Section 11.4 shall be void.

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Section 11.5 Rightsof Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to (a) confer upon or give any Person (including any equityholder, any current or former director, manager, officer, employee or independent contractor of the Company or any of its Subsidiaries, or any participant in any Benefit Plan or other benefit plan, agreement or other arrangement (or any dependent or beneficiary thereof)), other than the parties hereto, any right or remedies under or by reason of this Agreement, (b) establish, amend or modify any Benefit Plan, and any other benefit plan, program, policy, agreement or arrangement or (c) limit the right of SPAC, the Company, the Merger Sub or their respective Affiliates to amend, terminate or otherwise modify any Benefit Plan or any other benefit plan, policy, agreement or other arrangement following the Closing; provided, however, that (i) the D&O Indemnified Parties (and their successors, heirs and representatives) are intended third-party beneficiaries of, and may enforce, Section 6.4, and (ii) the Non-Recourse Parties (and their respective successors, heirs and representatives), are intended third-party beneficiaries of, and may enforce, Section 11.19.

Section 11.6 Expenses. Except as set forth in this Section 11.6 or elsewhere in this Agreement, each party hereto shall be responsible for and pay its own expenses incurred in connection with this Agreement and the Transactions, whether or not the Merger or any other Transaction is consummated; provided, however, that upon Closing and release of the funds held in the Trust Account to the Surviving Company, Transaction Expenses will be paid from the capital of the Surviving Company; provided, further, that any Excess SPAC Transaction Expenses shall be borne by the Sponsor through (a) the forfeiture of SPAC Class B Ordinary Shares valued at $10.00 per share or (b) cash, at the Sponsor’s election.

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Section 11.7 GoverningLaw. This Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of laws that would otherwise require the application of the law of any other state (provided that the fiduciary duties of the SPAC Board, the Merger and any exercise of appraisal and dissenters’ rights under the laws of the Cayman Islands with respect to the Merger, shall be governed by the laws of the Cayman Islands and that the fiduciary duties of the Company Board shall be governed by the laws of Finland).

Section 11.8 Waiverof Trial by Jury. THE PARTIES EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING (I) ARISING UNDER THIS AGREEMENT OR UNDER ANY ANCILLARY DOCUMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENT OR ANY OF THE TRANSACTIONS RELATED HERETO OR THERETO OR ANY FINANCING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH PROCEEDING SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.8.

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Section 11.9 Submissionto Jurisdiction. Except as it relates to the Company Capital Restructuring, the LuxCo Merger and the FinCo Merger, each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any other state or federal court located in the State of Delaware), for the purposes of any Proceeding (a) arising under this Agreement or under any Transaction Document or (b) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any Transaction Document or any of the transactions contemplated hereby or any of the transactions contemplated thereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such Proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding has been brought in an inconvenient forum. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Proceeding against such Party (i) arising under this Agreement or under any Transaction Document or (ii) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any Transaction Document or any of the transactions contemplated hereby, (A) any claim that such Party is not personally subject to the jurisdiction of the courts as described in this Section 11.9 for any reason, (B) that such Party or such Party’s property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) that (x) the Proceeding in any such court is brought against such Party in an inconvenient forum, (y) the venue of such Proceeding against such Party is improper or (z) this Agreement, or the subject matter hereof, may not be enforced against such Party in or by such courts. Each Party agrees that service of any process, summons, notice or document by registered mail or internationally recognized courier service to such party’s respective address set forth in Section 11.3 shall be effective service of process for any such Proceeding.

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Section 11.10 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, and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document, but all of which together shall constitute one and the same instrument. Copies of executed counterparts of this Agreement transmitted by electronic transmission (including by email or in .pdf format) or facsimile as well as electronically or digitally executed counterparts (such as DocuSign) shall have the same legal effect as original signatures and shall be considered original executed counterparts of this Agreement.

Section 11.11 Company’sKnowledge; Knowledge of SPAC.

(a) For all purposes of this Agreement, the phrase “to the Company’s knowledge” and any derivations thereof shall mean as of the applicable date, the actual knowledge of the individuals set forth on Section 11.11(a) of the Company Disclosure Letter, solely in their respective capacities as directors, officers or employees of the Group Companies, as applicable, after reasonable inquiry of their respective direct reports.

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(b) For all purposes of this Agreement, the phrase “to the knowledge of SPAC” and any derivations thereof shall mean as of the applicable date, the actual knowledge of the individuals set forth on Section 11.11(b) of the SPAC Disclosure Letter, solely in their respective capacities as directors, officers or employees of SPAC, after reasonable inquiry of their respective direct reports.

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For the avoidance of doubt, none of the individuals set forth on Section 11.11 (a) of the Company Disclosure Letter, or Section 11.11(b) of the SPAC Disclosure Letter shall have any personal Liability or obligations regarding such knowledge.

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Section 11.12 DisclosureLetters. The Disclosure Letters (including, in each case, any section thereof) referenced in this Agreement are a part of this Agreement as if fully set forth herein. All references in this Agreement to the Disclosure Letters (including, in each case, any section thereof) shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by a party in the applicable Disclosure Letter, or any section thereof, with reference to any section of this Agreement or section of the applicable Disclosure Letter shall be deemed to be a disclosure with respect to such other applicable sections of this Agreement or sections of the applicable Disclosure Letter to which it is reasonably apparent on the face of such disclosure that such disclosure is responsive to such other section of this Agreement or section of the applicable Disclosure Letter. Certain information set forth in the Disclosure Letters is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement.

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Section 11.13 EntireAgreement. This Agreement (together with the Disclosure Letters, Exhibits, Schedules or other documents expressly incorporated herein), the NDA and the other Transaction Documents (including any exhibits and schedules attached thereto) constitute the entire agreement among the parties to this Agreement relating to the Transactions and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the parties hereto or any of their respective Subsidiaries relating to the Transactions (including the Letter of Intent between SPAC and the Company, dated as of November 19, 2025).

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Section 11.14 Amendments. This Agreement may be amended or modified only by a written agreement executed and delivered by the Parties. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any purported amendment by any Party or Parties effected in a manner which does not comply with this Section 11.14 shall be void, ab initio; provided, that any such amendment or waiver may occur after the vote at the SPAC Shareholders’ Meeting so long as such amendment or waiver would not require the further approval of the SPAC Shareholders under applicable Law without such approval having first been obtained; provided, further, that any such amendment or waiver may occur after the Company Shareholders’ Approval so long as such amendment or waiver would not require the further approval of the Company Shareholders under applicable Law without such approval having first been obtained.

Section 11.15 Publicity. None of SPAC, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the Transactions, or any matter related to the foregoing, without first obtaining the prior consent of the Company or SPAC, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the securities Laws or the rules of any national securities exchange), in which case SPAC or the Company, as applicable, shall use their reasonable best efforts to obtain such consent with respect to such announcement or communication with the other Party, prior to announcement or issuance; provided, however, that, subject to this Section 11.15, each Party and its Affiliates may (i) make announcements regarding the status and terms (including price terms) of this Agreement and the Transactions to their respective directors, officers, employees, direct and indirect current or prospective limited partners and investors or otherwise in the ordinary course of their respective businesses, in each case, so long as such recipients are subject to confidentiality obligations at least as restrictive as those set forth in the NDA without the consent of any other Party, (ii) make public statements with respect to previously announced or disclosed information, (iii) make announcements regarding this Agreement and the Transactions consisting solely of information contained in and otherwise consistent with any such mutually agreed press release or public announcement and the SPAC SEC Filings without the consent of the other Parties; provided, further, that subject to Section 6.2 and this Section 11.15, the foregoing shall not prohibit any Party from communicating with third parties to the extent necessary for the purpose of seeking any third party consent; and provided, further, that notwithstanding anything to the contrary in this Section 11.15, nothing herein shall modify or affect SPAC’s obligations pursuant to Section 8.2.

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Section 11.16 Confidentiality. The existence and terms of this Agreement and any information provided by either party hereto in connection with this Agreement and the Transactions are confidential and may not be disclosed by either party hereto, their respective Affiliates or any Representatives of any of the foregoing, and shall at all times be considered and treated as “Confidential Information” as such term is defined in the NDA. Notwithstanding anything to the contrary contained in the preceding sentence or in the NDA, each party shall be permitted to disclose Confidential Information, including the Transaction Documents, the fact that the Transaction Documents have been signed and the status and terms of the Transactions to its existing or potential Affiliates, joint ventures, joint venture partners, shareholders, lenders, underwriters, financing sources and any Governmental Authority (including Nasdaq), and to the extent required, in regulatory filings, and their respective Representatives; provided that such parties entered into customary confidentiality agreements or are otherwise bound by fiduciary or other duties to keep such information confidential.

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Section 11.17 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 in this Agreement 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 in this Agreement that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties hereto.

Section 11.18 Enforcement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate this Agreement) or any Transaction Document in accordance with its specified terms or otherwise breach such provisions. The Parties acknowledge and agree that (a) the Parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement or any Transaction Document and to enforce specifically the terms and provisions hereof and thereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section 10.1, this being in addition to any other remedy to which they are entitled under this Agreement or any Transaction Document or under applicable Law, and (b) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the Parties would have entered into this Agreement. Each Party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other Parties have an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity. The Parties acknowledge and agree that any Party seeking an injunction to prevent breaches of this Agreement or any Transaction Document and to enforce specifically the terms and provisions of this Agreement or any Transaction Document in accordance with this Section 11.18 shall not be required to provide any bond or other security in connection with any such injunction.

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Section 11.19 Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any Transaction Document or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Party may be a corporation, partnership or limited liability company, each Party, by its acceptance of the benefits of this Agreement, on behalf of itself and its applicable Non-Party Affiliates (as defined below) covenants, agrees and acknowledges that no Persons other than the Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any Transaction Document or any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, in each case, acting in such capacities, but in no case including the Parties (each, but excluding for the avoidance of doubt, the Parties, a “Non-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether at law or in equity, in contract or tort, or otherwise) by or on behalf of such Party against any Non-Party Affiliate, by the enforcement of any assessment or by any Proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being agreed and acknowledged that no personal Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Non-Party Affiliate, as such, for any obligations of the applicable Party under this Agreement or the Transactions, under any Transaction Document or any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether at law or in equity, in contract or tort, or otherwise) based on, in respect of, or by reason of, such obligations or their creation; provided that the forgoing shall not limit the obligations of any Non-Party Affiliate under any Transaction Document or any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement if such Non-Party Affiliate is party to such document, agreement or instrument, but only to the extent of the obligations of such Non-Party Affiliate thereunder. Except to the extent otherwise set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Section 11.19.

Section 11.20 Non-Survivalof Representations, Warranties and Covenants. Except as otherwise contemplated by Section 10.2, the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate (including confirmations therein), statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall not survive the Closing and shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained in this Agreement that by their terms expressly apply in whole or in part after the Closing and (b) this Article XI and any corresponding definitions set forth in Article I.

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Section 11.21 Conflictsand Privilege.

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(a) The Company, SPAC and the Merger Sub, on behalf of their respective successors and assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the shareholders or holders of other equity interests of SPAC or the Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company or the Surviving Company) (collectively, the “RAAQ Group”), on the one hand, and (y) the Company, the Surviving Company or any member of the IQM Group (as defined below), on the other hand, any legal counsel, including Perkins Coie LLP (“Perkins”), Krogerus Attorneys Ltd (“Krogerus”) and Conyers Dill & Pearman LLP (“Conyers”), that represented SPAC or the Sponsor prior to the Closing may represent the Sponsor or any other member of the RAAQ Group, in such dispute even though the interests of such Persons may be directly adverse to the Company, or the Surviving Company, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for the Company, the Surviving Company, or the Sponsor. The Company, SPAC and the Merger Sub, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among SPAC, the Sponsor or any other member of the RAAQ Group, on the one hand, and Perkins, Krogerus or Conyers, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Closing and belong to the RAAQ Group after the Closing, and shall not pass to or be claimed or controlled by the Company or the Surviving Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with SPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Company and the Surviving Company.

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(b) The Company, SPAC and the Merger Sub, on behalf of their respective successors and assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the shareholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company or the Surviving Company) (collectively, the “IQM Group”), on the one hand, and (y) the Surviving Company or any member of the RAAQ Group, on the other hand, any legal counsel, including Cooley (“Cooley”), Borenius Attorneys Ltd (“Borenius”), Loyens & Loeff Luxembourg SARL (“Loyens”) and Mourant Ozannes (Cayman) LLP (“Mourant”) that represented the Company prior to the Closing may represent any member of the IQM Group in such dispute even though the interests of such Persons may be directly adverse to the Company and the Surviving Company, and even though such counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Company and the Surviving Company. The Company, SPAC and the Merger Sub, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company or any member of the IQM Group, on the one hand, and Cooley, Borenius, Loyens or Mourant, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Closing and belong to the IQM Group after the Closing, and shall not pass to or be claimed or controlled by the Company or the Surviving Company. Notwithstanding the foregoing, any privileged communications or information shared by SPAC or Sponsor prior to the Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Company or the Surviving Company.

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

SPAC:
Real Asset Acquisition Corp.
By:	/s/ Peter Ort
	Name:	Peter Ort
	Title:	Principal Executive Officer and Co-Chairman
MERGER SUB:
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IQM US LLC
By:	/s/ Jan Kürschner
	Name:	Jan Kürschner
	Title:	Manager A of Eclipse QC Sà r.l.
LUXCO:
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ECLIPSE QC S.à r.l.
By:	/s/ Jan Kürschner
	Name:	Jan Kürschner
	Title:	Manager A
COMPANY:
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IQM Finland Oy
By:	/s/ Jan Goetz
	Name:	Jan Goetz
	Title:	Chief Executive Officer
COMPANY:
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IQM Finland Oy
By:	/s/ Sierk Pötting
	Name:	Sierk Pötting
	Title:	Chairman of the Board

[Signature Page to Business Combination Agreement]

EXHIBIT A Form of Sponsor Support Agreement

[Filed Separately]

EXHIBIT B Form of Shareholder Lock-Up Agreement

[Filed Separately]

EXHIBIT C Form of Registration Rights Agreement

[Filed Separately]

EXHIBIT D Form of Warrant Assignment Agreement

[Filed Separately]

EXHIBIT E-1 Form of Certificate of Merger

STATE OF DELAWARE

CERTIFICATE OF MERGER

OF

RealAsset Acquisition Corp.

WITH AND INTO

IQM US LLC

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Pursuant to Title 6, Section 18-209(c) of the Delaware Limited Liability Company Act, the undersigned limited liability company executed the following Certificate of Merger:

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FIRST: The name of the surviving Delaware limited liability company is IQM US LLC (“Merger Sub”), and the name of the foreign corporation being merged into the surviving Delaware limited liability company is Real Asset Acquisition Corp., a Cayman Islands exempted company (the “Company”).

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SECOND: That the Business Combination Agreement (the “Merger Agreement”), made and entered into as of February 22, 2026, by and among the Company, IQM Finland Oy, Eclipse QC S.à r.l. and Merger Sub setting forth the terms and conditions of the merger of the Company with and into Merger Sub (the “Merger”), has been approved, adopted, certified, executed, and acknowledged by each of the Company, IQM Finland Oy, Eclipse QC S.à r.l. and Merger Sub.

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THIRD: That Merger Sub shall be the surviving entity after the Merger (the “Surviving Entity”), which will continue its existence as said Surviving Entity under the name “IQM US LLC” upon the effective date of the Merger.

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FOURTH: That an executed copy of the Merger Agreement is on file at Keilaranta 19, 02150 Espoo, Finland, a place of business of the surviving Delaware limited liability company.

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FIFTH: That a copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any shareholder of the Company or any member of Merger Sub.

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SIXTH: That the Merger shall become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

[Signature Page Follows]

IN WITNESS WHEREOF, said Surviving Entity has caused this certificate to be signed by an authorized person on this [●] day of [●], 2026.

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IQM US LLC
By:	Eclipse QC S.à r.l., its sole Member
By:
Name:	Jan Kürschner
Title:	Manager A of Eclipse QC S.à r.l.
	Chief Financial Officer of IQM Finland Oy

[Signature page to Certificate of Merger]

EXHIBIT E-2 Form of Plan of Merger

THIS PLAN OF MERGER (this Plan of Merger) is dated [●] 2026 between:

(1)	IQM US LLC, a limited liability company<br>incorporated under the laws of Delaware (Merger Sub);<br>and
(2)	Real Asset Acquisition Corp., a Cayman<br>Islands exempted company (SPAC).
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RECITALS

(A)	The sole member of Merger Sub and the board of directors of SPAC have approved a merger pursuant to which<br>SPAC will merge with and into Merger Sub and cease to exist, with Merger Sub continuing as the surviving company (the Merger).
(B)	The Merger shall be upon the terms and subject to the conditions of (i) the Merger Agreement (defined<br>below), (ii) this Plan of Merger, (iii) the provisions of Part 16 of the Cayman Act (defined below), and (iv) the applicable provisions<br>of the DLLCA (defined below).
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(C)	The sole member of Merger Sub has authorised this Plan of Merger on the terms and subject to the conditions<br>set forth herein and otherwise in accordance with the DLLCA.
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(D)	Each of Merger Sub and SPAC wishes to enter into this Plan of Merger pursuant to the provisions of Part<br>16 of the Cayman Act.
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IT IS AGREED as follows:

1.	Definitions and Interpretation
1.1	Definitions
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In this Plan of Merger:

Cayman Act	means the Companies Act (as amended) of the Cayman Islands;
Cayman Registrar	means the Registrar of Companies in the Cayman Islands;
Constituent Company	means each of Merger Sub and SPAC and Constituent Companies shall be construed accordingly;
Contracts	has the meaning given to that term in the Merger Agreement;
DLLCA	means the Delaware Limited Liability Company Act;
Liabilities	has the meaning given to that term in the Merger Agreement;
Merger Agreement	means<br> the business combination agreement dated February 22, 2026 between, among others, Merger Sub and SPAC in the form annexed at<br> Schedule 1 to this Plan of Merger;
Merger Effective Time	means the date that this Plan of Merger is registered by the Registrar in accordance with section 237(15) of the Cayman Act or such later date as the Constituent Companies may agree and specify in accordance with this Plan of Merger and the Cayman Act;
SPAC Class A Ordinary Shares	means Class A ordinary shares of SPAC of par value of US$0.0001 each; and
SPAC Class B Ordinary Shares	means Class B ordinary shares of SPAC of par value of US$0.0001 each.
1.2	Interpretation
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The following rules apply in this Plan of Merger unless the context requires otherwise:

(a)	Headings are for convenience only and do not affect interpretation.
(b)	The singular includes the plural and the converse.
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(c)	A gender includes all genders.
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(d)	Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.
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(e)	A reference to any agreement, deed or other document (or any provision of it), includes it as amended,<br>varied, supplemented, extended, replaced, restated or transferred from time to time.
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(f)	A reference to any legislation (or any provision of it) includes a modification or re-enactment of it,<br>a legislative provision substituted for it and any regulation or statutory instrument issued under it.
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1.3	Schedule
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The Schedule forms part of this Plan of Merger and shall have effect as if set out in full in the body of this Plan of Merger. Any reference to this Plan of Merger includes the Schedule.

2.	Plan of Merger
2.1	Company Details
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(a)	The constituent companies (as defined in the Cayman Act) to the Merger are Merger Sub and<br>SPAC.
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(b)	The surviving company (as defined in the Cayman Act) is Merger Sub, which shall continue to be<br>named IQM US LLC at the Merger Effective Time.
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(c)	The registered office of Merger Sub is at the offices of United Corporate Services, Inc., 800 North<br>State Street, Suite 304, Dover, Kent County, Delaware 19901. The registered office of SPAC is at the offices of Conyers Trust Company<br>(Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KYI -1111, Cayman Islands. Following the Merger Effective<br>Time, the registered office of Merger Sub will continue to be at the offices of United Corporate Services, Inc., 800 North State Street,<br>Suite 304, Dover, Kent County, Delaware 19901.
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(d)	Immediately prior to the Merger Effective Time:
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(i)	the sole Member (as defined in the limited liability company agreement of Merger Sub in the form<br>attached at Schedule 2) of Merger Sub owns 100% of the membership interests in Merger Sub; and
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(ii)	the authorised share capital of SPAC is [US$55,500 divided into: (1) 500,000,000 SPAC Class A<br>Ordinary Shares, of which [●] SPAC Class A Ordinary Shares are issued and outstanding, (2) 50,000,000 SPAC Class B Ordinary Shares<br>of US$0.0001 par value each, none of which are issued and outstanding, and (3) 5,000,000 preference shares of US$0.0001 par value each,<br>none of which are issued and outstanding.]
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(e)	At the Merger Effective Time, all outstanding membership interests in the Merger Sub shall remain<br>outstanding and the sole Member of Merger Sub shall continue to own 100% of the membership interests in the Merger Sub.
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2.2	Merger Effective Time
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The Merger shall be effective at the Merger Effective Time.

2.3	Terms and Conditions of the Merger
(a)	The terms and conditions of the Merger, including the manner and basis of converting shares in<br>each Constituent Company into shares in the Surviving Company or into other property, as applicable, are set out in Merger Agreement.
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(b)	At the Merger Effective Time, all outstanding membership interests of Merger Sub shall remain outstanding<br>and continue to represent 100% of the outstanding membership interests of Merger Sub.
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(c)	At the Merger Effective Time, the rights and restrictions attaching to the membership interests<br>in Merger Sub shall be as set out in the limited liability company agreement of Merger Sub in the form attached at Schedule 2.
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2.4	Limited liability company agreement of Merger Sub
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The limited liability company agreement of Merger Sub immediately prior to the Merger, in the form attached at Schedule 2, shall continue to be its limited liability company agreement after the Merger.

2.5	Property

At the Merger Effective Time, all the rights, the property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities privileges, powers and franchises of each of the Constituent Companies shall immediately vest in Merger Sub, and all the Contracts, Liabilities, duties and obligations of SPAC (including all rights and obligations with respect to the Trust Account (as defined in the Merger Agreement)) and Merger Sub shall immediately become the Contracts, Liabilities, duties and obligations of Merger Sub, and Merger Sub shall execute any agreements and shall take such further actions, as any party may reasonably request to confirm that Merger Sub shall observe and discharge all covenants, duties and obligations of the Constituent Companies to be performed after the Merger Effective Time.

2.6	Sole member of Merger Sub

The name and address of the sole member of Merger Sub shall be as follows:

Name	Address
Eclipse QC S.à r.l.	16, rue Eugène Ruppert, L - 2453 Luxembourg, Grand Duchy of Luxembourg
2.7	Directors’ Benefits
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No amounts or benefits will be paid or payable to any director or equivalent officer of either of the Constituent Companies consequent upon the Merger.

2.8	Secured Creditors
(a)	Merger Sub has no secured creditors and has granted no fixed or floating security interests that<br>are outstanding as at the date of this Plan of Merger.
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(b)	SPAC has no secured creditors and has granted no fixed or floating security interests that are<br>outstanding as at the date of this Plan of Merger.
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3.	Approval and Authorisation
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3.1	This<br>Plan of Merger has been approved by the board of directors or the sole member (as applicable) of each Constituent Company pursuant to<br>section 237(7) of the Cayman Act.
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3.2	This<br>Plan of Merger has been authorised by special resolution (or equivalent) of the sole member or the shareholders (as applicable) of each<br>Constituent Company pursuant to section 237(7) of the Cayman Act.
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4.	AMENDMENT and termination
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4.1	At<br>any time prior to the Merger Effective Time, this Plan of Merger may be amended by the sole member of Merger Sub and the board of directors<br>of SPAC, to:
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(a)	change the name of Merger Sub;
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(b)	change the Merger Effective Time, provided that the new Merger Effective Time shall not be a date<br>later than the ninetieth (90^th^) day after the date of registration of this Plan of Merger by the Cayman Registrar in accordance<br>with section 234 of the Cayman Act; or
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(c)	to make any other change to the Plan of Merger which the sole member of Merger Sub and the board<br>of directors of SPAC consider, in their sole discretion, to be necessary or advisable in connection with the Merger.
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4.2	At<br>any time prior to the Merger Effective Time, this Plan of Merger may be terminated by the sole member of Merger Sub and the board of<br>directors of SPAC, provided that such termination is in accordance with section 10.1 of the Merger Agreement.
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4.3	If<br>this Plan of Merger is amended or terminated in accordance with this Clause after it has been filed with the Cayman Registrar but before<br>it has become effective, the Constituent Companies shall file notice of the amendment or termination (as applicable) with the Cayman<br>Registrar in accordance with sections 235(2) and 235(4) of the Cayman Act and shall distribute copies of such notice in accordance with<br>section 235(3) of the Cayman Act.
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5.	Counterparts
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This Plan of Merger may be executed in any number of counterparts (but shall not be effective until each party has executed at least one counterpart). This has the same effect as if the signatures on the counterparts were on a single copy of this Plan of Merger. Delivery of an executed counterpart of this Plan of Merger by e-mail (including in PDF format) or by any other electronic means shall have the same effect as delivery of an originally executed counterpart of this Plan of Merger.

6.	Governing LAW AND JURISDICTION

This Plan of Merger and any non-contractual obligations arising out of or in connection with it shall be governed and construed in accordance with the laws of the Cayman Islands. The courts of the Cayman Islands shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Plan of Merger.

[The signature page follows]

IN WITNESS whereof this Plan of Merger has been entered into by the parties on the day and year first above written.

SIGNED	)
for and on behalf of	)
IQM US LLC acting by:	)
	)	Name:
	)	Position: Sole member
	)
SIGNED	)
for and on behalf of	)
**** Real Asset Acquisition Corp. acting by:	)
	)	Name:
	)	Position: Director
	)

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EXHIBIT F Form ofAmended Company Articles of Association

IQM Finland Oyj – Articles of Association

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1§	Name and Domicile
	The name of the company is IQM Finland Oyj and in English, IQM Finland Plc. The domicile of the company is Espoo.
2§	Field of activity
	The object of the company is to research, develop, manufacture, market, sell, license, and deliver products, software, and services related to quantum computing and related technologies. The company may conduct its operations by itself or through its subsidiaries. As the parent company, the company may manage common tasks of the group such as administration and financing. The company may also own and manage shares, other securities and properties, as well as engage in securities trading and investment and financing activities that support the company’s business.
3§	Board of Directors
	The company has a Board of Directors comprising of at least three (3) and up to seven (7) ordinary members, who shall be elected by the General Meeting. The term of office of the Board members expires at the closing of the Annual General Meeting following their election.
4§	CEO
	The company has a CEO appointed by the Board of Directors.
5§	Representing the company
	In addition to the Board of Directors, the company is represented by the Chair of the Board of Directors and the CEO, each alone, and by members of the Board of Directors, two (2) together. The Board of Directors may also authorize a named individual to represent the company, alone or together with another individual. The Board of Directors decides on the granting of procuration rights of the company.
6§	Auditor
	The company shall have one (1) auditor that shall be an auditing firm approved by the Finnish Patent and Registration Office. The term of the office of the auditor shall expire at the closing of the Annual General Meeting following their election.
7§	Invitation to the General Meeting
	The invitation to the General Meeting shall be delivered by publishing the notice on the company’s website no earlier than three (3) months and no later than three (3) weeks prior to the meeting, however, no later than nine (9) days before the record date of the meeting.<br><br> <br><br><br> <br>The Board of Directors may decide that participation in the meeting is also permitted so that a shareholder exercises their full decision-making power during the meeting using a remote connection and technical means.<br><br> <br><br><br> <br>The Board of Directors may also decide to convene a meeting without a physical venue so that the shareholders exercise their full decision-making power in real time during the meeting using a remote connection and technical means.<br><br> <br><br><br> <br>In order to be entitled to attend and exercise their right to speak at the meeting, a shareholder must notify the company of its attendance by the date specified in the invitation, which date may not be earlier than ten (10) days prior to the meeting.<br><br> <br><br><br> <br>In addition to the domicile of the company, meetings may be held in Helsinki.
8§	The Annual General Meeting
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	The Annual General Meeting shall be held annually on the date determined by the Board of Directors within six months of the end of the financial year.<br><br> <br><br><br> <br>At the Annual General Meeting, the following shall be<br><br> <br><br><br> <br>presented:<br><br> <br><br><br> <br>1. the financial statements, which includethe consolidated financial statements, and the annual report,2. the auditor’s report,<br><br> <br><br><br> <br>decided:<br><br> <br><br><br> <br>3. the adoption of the financial statements, which in the parentcompany also includes the adoption of the consolidated financial statements,4. the use of the profit shown on the balance sheet,5. the discharge from liability of the members of the Board of Directors and the CEO,6. the remuneration policy, when necessary,7. the approval of the remuneration report,8. the number of the members of the Board of Directors and their remuneration,9. the remuneration of the auditor and the sustainability reporting assurance provider,<br><br> <br><br><br> <br>elected:<br><br> <br><br><br> <br>10. the members of the Board of Directors, 11. the auditor,<br><br> <br><br><br> <br>and discussed:<br><br> <br><br><br> <br>12. other matters potentially included in the invitation to the Annual General Meeting.
9§	Book-entry securities system
	The shares of the company belong to the book-entry securities system after the expiry of the registration period decided by the Board of Directors.
10§	Financial period
	The financial period of the company is the calendar year.

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EXHIBIT G Form of Voting and Support Agreement

[Filed Separately]

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EXHIBIT H Form of PIPE Subscription Agreement

[Filed Separately]

Exhibit 10.1

SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 22, 2026, by and among IQM Finland Oy (Finnish Business ID 2912625-6), a limited liability company (Fi. osakeyhtiö) incorporated under the laws of Finland (the “Company”), Real Asset Acquisition Corp., a Cayman Islands exempted company (“SPAC”), RAAQ Sponsor LLC, a Delaware limited liability company (“Sponsor”), and certain shareholders of SPAC set forth on Schedule A hereto (together with the Sponsor, collectively, the “SPAC Insiders” and each, a “SPAC Insider”).

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WHEREAS, capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in that certain Business Combination Agreement, dated February 22, 2026 (the “Business Combination Agreement”), entered into by and among the Company, IQM US LLC, a limited liability company incorporated under the laws of Delaware and an indirect, wholly owned subsidiary of the Company (“Merger Sub”), Eclipse QC S.à r.l., a Luxembourg private limited liability company (sociétéà responsabilité limitée), having its registered office at 16, rue Eugène Ruppert, L - 2453 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under registration number B299105 and a direct, wholly owned subsidiary of the Company (“LuxCo”), and SPAC, pursuant to which, among other things, SPAC will merge with and into Merger Sub, with Merger Sub surviving the Merger as an indirect and wholly owned subsidiary of the Company (the “Merger”);

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WHEREAS, each SPAC Insider is, as of the date of this Agreement, the sole beneficial and legal owner (other than with respect to the Owned Shares of Sponsor, of which the individuals specified in the note to Schedule A may be deemed to have shared beneficial ownership) of (a) the number of SPAC Class B Ordinary Shares and (b) the number of SPAC Class A Ordinary Shares underlying SPAC Warrants, in each case, set forth opposite such SPAC Insider’s name on Schedule A hereto (all such shares set forth in clauses (a) and (b), being collectively referred to herein as the “Owned Shares” of such SPAC Insider; and the Owned Shares and any other SPAC Shares (or any securities convertible into or exercisable or exchangeable for SPAC Shares) acquired by such SPAC Insider after the date of this Agreement and during the term of this Agreement, being collectively referred to herein as the “Subject Shares” of such SPAC Insider); and

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WHEREAS, as a condition to their willingness to enter into the Business Combination Agreement, the Company and SPAC have requested that each SPAC Insider enter into this Agreement.

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NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated into this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

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Representations and Warrantiesof SPAC Insiders

Each SPAC Insider hereby represents and warrants to the Company and SPAC as follows:

1.1 Corporate Organization. Such SPAC Insider, if an entity, is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has the requisite power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted.

1.2 Due Authorization. Such SPAC Insider, if an entity, has all requisite corporate power and authority, and if an individual, has full legal capacity, right and authority, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. If such SPAC Insider is an entity, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other corporate or equivalent proceeding on the part of such SPAC Insider is necessary to authorize the execution and delivery of this Agreement or such SPAC Insider’s performance hereunder. This Agreement has been duly and validly executed and delivered by such SPAC Insider and, assuming due authorization, execution and delivery by each other party hereto, this Agreement constitutes a legal, valid and binding obligation of such SPAC Insider, enforceable against such SPAC Insider in accordance with its terms, subject to the Enforceability Exceptions.

1.3 Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of other parties hereto contained in this Agreement, no consent of or with any Governmental Authority on the part of such SPAC Insider is required to be obtained or made in connection with the execution, delivery or performance by such SPAC Insider of this Agreement or the consummation by such SPAC Insider of the transactions contemplated hereby, other than (a) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws, 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, delay or adversely affect the performance by such SPAC Insider of its obligations under this Agreement.

1.4 No-Conflict. The execution, delivery and performance by such SPAC Insider of this Agreement does not and will not (a) if such SPAC Insider is an entity, contravene or conflict with or violate any provision of, or result in the breach of the Organizational Documents of such SPAC Insider, (b) contravene or conflict with or result in a violation of any provision of any Law or Governmental Order binding upon or applicable to such SPAC Insider or any of its (or his or her) properties or assets, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, any of the terms, conditions or provisions of any Contract to which such SPAC Insider is a party, or (d) result in the creation or imposition of any Encumbrance upon any of the properties or assets of such SPAC Insider, except in the case of each of clauses (b) through (d) that would not prevent, impede or, in any material respect, delay or adversely affect the performance by such SPAC Insider of its (or his or her) obligations under this Agreement.

1.5 Subject Shares. Subject to any Transfer permitted under Section 2.2, such SPAC Insider is the sole legal and beneficial owner of its (or his or her) Subject Shares (other than with respect to the Subject Shares of Sponsor, of which the individuals specified in the note to Schedule A may be deemed to have shared beneficial ownership), and all such Subject Shares are owned by such SPAC Insider free and clear of all Encumbrances, other than Encumbrances pursuant to this Agreement, the other Transaction Documents, the SPAC Charter, the SPAC Insider Letter, or any applicable securities Laws. Such SPAC Insider does not legally or beneficially own any shares (or any securities convertible into or exercisable or exchangeable for shares) of SPAC other than the Subject Shares. Such SPAC Insider 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 (a) this Agreement, and (b) the SPAC Insider Letter.

1.6 Acknowledgement. Such SPAC Insider understands and acknowledges that each of the Company and SPAC is entering into the Business Combination Agreement in reliance upon such SPAC Insider’s execution and delivery of this Agreement. Such SPAC Insider has received a copy of the Business Combination Agreement and is familiar with the provisions of the Business Combination Agreement.

1.7 Absence of Litigation. With respect to such SPAC Insider, as of the date hereof, there is no Action pending against, or, to the knowledge of such SPAC Insider, threatened against, such SPAC Insider or any of such SPAC Insider’s properties or assets (including such SPAC Insider’s Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of such SPAC Insider to perform its (or his or her) obligations hereunder or to consummate the transactions contemplated hereby.

1.8 Adequate Information. Such SPAC Insider is a sophisticated shareholder and has adequate information concerning the business and financial condition of SPAC and the Company to make an informed decision regarding this Agreement and the transactions contemplated by the Business Combination Agreement, and has independently and without reliance upon SPAC or the Company and based on such information as such SPAC Insider has deemed appropriate, made its (or his or her) own analysis and decision to enter into this Agreement. Such SPAC Insider acknowledges that SPAC and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement or the Business Combination Agreement. Such SPAC Insider acknowledges that the agreements contained herein with respect to the Subject Shares held by such SPAC Insider are irrevocable and shall only terminate pursuant to Section 2.6 hereof.

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1.9 Additional Representations and Warranties of Individual SPAC Insider. Such SPAC Insider, if an individual, (a) is not a minor, and is of full age and sound mind; and (b) has such knowledge and experience in financial and business matters that he or she is capable of evaluating the risks of the transactions contemplated by this Agreement and the other Transaction Documents.

ARTICLE II

Agreement to Vote; Certain Other Covenants of SPAC Insiders

Each SPAC Insider covenants and agrees during the term of this Agreement as follows:

2.1 Agreement to Vote.

(a) In Favor of the Merger. At any meeting of SPAC Shareholders called to seek the SPAC Shareholders’ Approval, including any extraordinary general meeting of SPAC, or at any adjournment thereof, or in connection with any written resolution or consent of SPAC Shareholders or in any other circumstances upon which a vote, consent or other approval with respect to the SPAC Transaction Proposals and any other transactions contemplated by the Business Combination Agreement and any other Transaction Documents, such SPAC Insider shall (i) if a meeting is held, appear at such meeting or otherwise cause the Subject Shares to be counted as present at such meeting for purposes of establishing a quorum, and (ii) vote or cause to be voted (including by proxy, class vote and/or written resolution or consent, if applicable) the Subject Shares in favor of granting the SPAC Shareholders’ Approval or, if there are insufficient votes in favor of granting the SPAC Shareholders’ Approval, in favor of the adjournment of such meeting of SPAC Shareholders to a later date.

(b) Against Other Transactions. At any meeting of SPAC Shareholders or at any adjournment thereof, or in connection with any written resolution or consent of SPAC Shareholders or in any other circumstances upon which such SPAC Insider’s vote, consent or other approval is sought, such SPAC Insider shall (i) if a meeting is held, appear at such meeting or otherwise cause the Subject Shares to be counted as present at such meeting for purposes of establishing a quorum, and (ii) vote (or cause to be voted) the Subject Shares (including by proxy, withholding class vote and/or written resolution or consent, if applicable) against (A) any business combination agreement, merger agreement or merger, scheme of arrangement, business combination, consolidation, combination, sale of substantially all of its assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC or any public offering of any Equity Securities of SPAC (other than the Business Combination Agreement, the Merger and the Transactions), (B) other than in connection with the Transactions, any SPAC Acquisition Proposal, (C) allowing SPAC to execute or enter into, any agreement related to a SPAC Acquisition Proposal, and (D) entering into any agreement, or agreement in principle requiring SPAC to impede, abandon, terminate or fail to consummate the transactions contemplated by the Business Combination Agreement or breach its obligations thereunder, which, in each of cases (B) and (D) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by SPAC of, prevent or nullify any provision of the Business Combination Agreement or any other Transaction Document, the Merger or any other Transaction or change in any manner the voting rights of any class of SPAC’s share capital.

(c) Revoke Other Proxies; No Voting Trusts. Such SPAC Insider hereby agrees in connection with the Transactions, it shall (i) revoke any and all previous proxies granted or voting instruction forms or other voting documents delivered that conflict, or are inconsistent, with the matters set forth in this Agreement, and (ii) not to deposit any Subject Shares in a voting trust or subject any Subject Shares or, if applicable, options to any arrangement or agreement with respect to the voting of such Subject Shares. Such SPAC Insider further represents and warrants that (i) any proxies or powers of attorney heretofore given in respect of the Subject Shares that may still be in effect are not irrevocable, (ii) such revocable proxies or powers of attorney have been or are hereby revoked, other than the voting and other arrangements under the SPAC Insider Letter, and (iii) the donee(s) of such revocable proxies or powers of attorney have been notified of, and have acknowledged, the revocation by such SPAC Insider of such revocable proxies or powers of attorney.

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(d) Irrevocable Proxy and Power of Attorney. Such SPAC Insider hereby unconditionally and irrevocably grants to, and appoints, in the event that such SPAC Insider shall for whatever reason fail to perform any of its obligations under Section 2.1(a), the Company and any individual designated in writing by the Company, and each of them individually, as such SPAC Insider’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such SPAC Insider, to vote the Subject Shares, or grant a written resolution, consent or approval in respect of the Subject Shares, in a manner consistent with Section 2.1(a). Such SPAC Insider agrees to execute such documents or certificates evidencing such proxy or power of attorney as the Company may reasonably request. Such SPAC Insider understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such SPAC Insider’s execution and delivery of this Agreement. Such SPAC Insider hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 2.1(d) are given in connection with the execution of the Business Combination Agreement, and that such irrevocable proxy and power of attorney are given to secure a proprietary interest or the performance of obligations owed to the Company and may under no circumstances be revoked. Such SPAC Insider hereby ratifies and confirms all that such irrevocable proxy and power of attorney may lawfully do or cause to be done by virtue hereof. The irrevocable proxy and power of attorney granted hereunder shall be valid until the termination of this Agreement in accordance with its terms. Without limiting the foregoing, the irrevocable proxy and power of attorney granted hereunder shall not be revoked by the death, incapacity or bankruptcy of such SPAC Insider, or if such SPAC Insider is a body corporate, by its winding-up or dissolution.

2.2 No Transfer. From the date of this Agreement until the date of termination of this Agreement, such SPAC Insider shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, charge, assign by way of security, grant any option, right or warrant to purchase or otherwise transfer, 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 Subject Share, (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 Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a) to (c), collectively, “Transfer”), other than pursuant to the Merger, (ii) grant any proxies or powers of attorney 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 the Business Combination Agreement, other Transaction Documents or any existing voting arrangements expressly set forth in the SPAC Insider Letter, (iii) take any action that would reasonably be expected to make any representation or warranty of such SPAC Insider herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling any SPAC Insider from performing its (or his or her) obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, such SPAC Insider may make Transfers of the Subject Shares (A) pursuant to this Agreement, (B) upon the consent of the Company and SPAC, (C) between SPAC Insider and any of its Affiliates (and any of SPAC Insider’s and its Affiliates’ respective executive officers and directors) (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as SPAC Insider was with respect to such transferred Subject Shares), and (D) by virtue of SPAC Insider’s Organizational Documents upon liquidation or dissolution of such SPAC Insider, so long as, in each case of clauses (A) through (D), the power to vote (including, without limitation, by proxy or power of attorney) and otherwise fulfill such SPAC Insider’s obligations under this Agreement and the Business Combination Agreement is not relinquished or prior to and as a condition to the effectiveness of any such Transfer (provided that such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC, agreeing to be bound by this Agreement to the same extent as such SPAC Insider was with respect to such transferred Subject Shares); provided, further, that in the case of clause (D), the transferee will not be required to assume voting obligations if the transferee’s assumption of such obligations would violate any applicable Laws, including any securities Laws, or would reasonably be expected to materially delay or impede the Proxy/Registration Statement being declared effective under the Securities Act. Each SPAC Insider acknowledges that any action attempted to be taken in violation of the preceding sentence shall be null and void. Each SPAC Insider agrees with, and covenants to, the Company and SPAC that such SPAC Insider shall not request SPAC to register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares in violation of this Section 2.2.

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2.3 Waiver of Dissenters’ Rights. Such SPAC Insider hereby irrevocably waives, and agrees not to exercise or assert, any dissenters’ rights under Section 238 of the Cayman Companies Act and any other similar statute in connection with the Merger and the Business Combination Agreement.

2.4 No Redemption. Such SPAC Insider irrevocably and unconditionally agrees that, from the date hereof and until the termination of this Agreement, such SPAC Insider shall not elect to cause SPAC to redeem any Subject Shares now or at any time legally or beneficially owned by such SPAC Insider, or submit or surrender any of its Subject Shares for redemption, in connection with the Transactions.

2.5 New Shares. In the event that (i) prior to the Closing (a) any SPAC Shares or other securities are issued or otherwise issued to such SPAC Insider, including, without limitation, pursuant to any share dividend or distribution, or any change in any of the SPAC Shares or other share capital of SPAC by reason of any share subdivision, recapitalization, consolidation, exchange of shares or the like, (b) such SPAC Insider acquires legal or beneficial ownership of any SPAC Shares after the date of this Agreement, including upon exercise of options or warrants, settlement of restricted share units or capitalization of working capital loans, or (c) such SPAC Insider acquires the right to vote or share in the voting of any SPAC Share after the date of this Agreement (collectively, the “New Securities”), or (ii) in connection with or following the Closing, the SPAC Insider receives any ADSs in respect of any of the Subject Shares or New Securities (the “Subject ADSs”), the terms “Subject Shares” shall be deemed to refer to and include such New Securities and Subject ADSs (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).

2.6 SPAC Insider Letter. Each of the SPAC Insiders and SPAC hereby agree that (a) from the date hereof until the termination of this Agreement, none of them shall, or shall agree to, amend, modify or vary the SPAC Insider Letter, except as otherwise provided for under this Agreement, the Business Combination Agreement or any other Transaction Document or with the prior written consent of the Company; and (b) the Lock-Up Restrictions (as defined below) shall supersede the lock-up provisions contained in the SPAC Insider Letter.

2.7 Termination. This Agreement shall terminate upon the earlier of:

(a) the Closing, provided, however, that upon such termination, (i) Section 2.3, Section 2.5, Section 2.6, Section 3.2, Section 3.5, Section 3.7, Section 3.9, Section 3.10, Section 3.11 and Section 3.12 shall survive indefinitely; and (ii) Section 2.12 and Section 3.1 shall survive until the date on which none of the Company, any SPAC Insider or any holder of a Locked-Up Share (as defined below) has any rights or obligations hereunder; and

(b) the termination of the Business Combination Agreement in accordance with its terms, and upon such termination, no party shall have any liability hereunder other than for its willful and material breach of this Agreement prior to such termination.

2.8 Waiver of Anti-Dilution Protection. Such SPAC Insider hereby waives, and agrees not to exercise, assert or claim, to the fullest extent permitted by applicable Law, the ability to adjust the Initial Conversion Ratio (as defined in the SPAC Charter) pursuant to and in compliance with Article 17.3 of the SPAC Charter in connection with the Transactions.

2.9 Acquisition Proposals; Confidentiality. Such SPAC Insider shall be bound by and comply with Sections 7.3 (Acquisition Proposals and AlternativeTransactions), 11.14 (Publicity) and 11.15 (Confidentiality) of the Business Combination Agreement (and any relevant definitions contained in any such sections) as if (a) such SPAC Insider was an original signatory to the Business Combination Agreement with respect to such provisions, and (b) each reference to “SPAC” contained in Section 7.3 of the Business Combination Agreement (other than for purposes of the definition of “SPAC Acquisition Proposal”) and “Affiliates” in Section 11.15 of the Business Combination Agreement shall also refer to such SPAC Insider.

2.10 Consent to Disclosure. Such SPAC Insider consents to and authorizes the Company or SPAC, as applicable, to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Authority or applicable securities exchange, and any press release or other disclosure document that the Company or SPAC, as applicable, reasonably determines to be necessary or advisable in connection with the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such SPAC Insider’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such SPAC Insider’s commitments and obligations under this Agreement, and such SPAC Insider acknowledges that the Company or SPAC may, in their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Authority or securities exchange to promptly give the Company or SPAC, as applicable, any information that is in its possession that the Company or SPAC, as applicable, may reasonably request for the preparation of any such disclosure documents, and such SPAC Insider agrees to promptly notify the Company and SPAC of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such SPAC Insider shall become aware that any such information shall have become false or misleading in any material respect.

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2.11 Sponsor Forfeiture.

(a) The Sponsor agrees that, effective as of and conditioned upon the Closing, (i) the Sponsor shall irrevocably forfeit and surrender to SPAC 1,375,000 SPAC Class B Ordinary Shares, together with all Company Ordinary Shares issued upon conversion thereof, including any securities paid as dividends or distributions with respect to or into which such shares are exchanged or converted (the “Forfeited Shares”), (ii) the Sponsor shall cause all right, title and interest in and to such Forfeited Shares to be transferred to SPAC without consideration, (iii) the Sponsor shall not have any rights with respect to such Forfeited Shares, and (iv) such Forfeited Shares shall thereupon be cancelled by SPAC and no longer outstanding. SPAC is authorized to deliver any notices required to be delivered to its transfer agent and take such further actions in order to terminate and cancel any Forfeited Shares that have been forfeited as provided in this Section 2.11.

(b) The Sponsor further agrees that, effective as of and conditioned upon the Closing, the Sponsor shall irrevocably forfeit and surrender to SPAC up to 3,725,000 SPAC Warrants held by the Sponsor, together with all Company Shares issued upon conversion thereof, including any securities paid as dividends or distributions with respect to or into which such shares are exchanged or converted (the “Surrendered Warrants”), as follows:

(i) If the Remaining Trust Fund Proceeds at the Closing (after, for the avoidance of doubt, giving effect to the SPAC Shareholder Redemptions) is less than or equal to $100,000,000.00, all Surrendered Warrants shall be forfeited by the Sponsor.

(ii) If the Remaining Trust Fund Proceeds at the Closing (after, for the avoidance of doubt, giving effect to the SPAC Shareholder Redemptions) is greater than $100,000,000.00, the Sponsor shall retain a number of Surrendered Warrants equal to (A) 3,725,000 multiplied by (B) a fraction, the numerator of which is the Remaining Trust Funds Proceeds and the denominator of which is $175,000,000.00.

2.12 Lock-Up Provisions.

(a) Subject to the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), such SPAC Insider agrees not to, without the prior written consent of the Company Board, Transfer:

(i) any Locked-Up Shares (as defined below) held by it. The foregoing limitations shall remain in full force and effect for a period beginning on the Closing Date and ending on the earliest of (i) the date that is twelve (12) months from the Closing Date, (ii) the date on which the Trading Price of an ADS equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any twenty (20) Trading Days within any thirty (30)-Trading Day period commencing at least one hundred and fifty (150) days after the Closing Date and (iii) the date on which the Company completes a Change of Control Transaction (such period, the “Share Lock-Up Period”) with respect to all the Locked-Up Shares. For purposes of this Section 2.13, “Locked-Up Shares” means, with respect to each SPAC Insider, 70% of the Company ADSs held by such SPAC Insider immediately after the Merger Effective Time. For the avoidance of doubt, the Locked-Up Shares exclude any Company Warrants held by the SPAC Insiders or any Company Ordinary Shares acquired by such SPAC Insider upon the conversion, exercise or exchange of the Company Warrants; and

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(ii) any Company Warrants held by each SPAC Insider immediately after the Merger Effective Time and any Company Ordinary Shares acquired by such SPAC Insider upon the conversion, exercise or exchange of the Company Warrants (together with the Locked-Up Shares, the “Locked-Up Securities”) until thirty (30) days after the Closing Date (the “Warrants Lock-up Period”, and together with the Share Lock-Up Period, the “Lock-Up Period”).

(b) The restrictions set forth in Section 2.12(a) (the “Lock-Up Restrictions”) shall not apply to:

(i) in the case of an entity, Transfers to (A) such entity’s officers or directors or any affiliate (as defined below) or immediate family (as defined below) of any of such entity’s officers or directors, (B) any shareholder, partner or member of such entity or their affiliates, (C) any affiliate of such entity, or (D) any employees of such entity or of its affiliates;

(ii) in the case of an individual, Transfers (A) pursuant to a bona fide gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization or (B) for estate planning purposes;

(iii) in the case of an individual, Transfers by will, testamentary documents or virtue of laws of descent and distribution upon death of the individual;

(iv) in the case of an individual, Transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce settlement, divorce decree or separation agreement;

(v) in the case of an individual, Transfers to a partnership, limited liability company or other entity of which such individual and/or the immediate family of such individual are the legal and beneficial owner of all of the outstanding equity securities or similar interests;

(vi) in the case of an entity that is a trust or a trustee of a trust, to a trustor or beneficiary of the trust, to the designated nominee of a beneficiary of such trust or to the estate of a beneficiary of such trust;

(vii) in the case of an entity, Transfers by virtue of the laws of the jurisdiction of the entity’s organization and the entity’s Organizational Documents upon dissolution of the entity;

(viii) pledges, mortgages or charges of any Locked-Up Securities to a financial institution that create a mere security interest in such Locked-Up Securities pursuant to a bona fide loan or indebtedness transaction so long as the applicable SPAC Insider continues to control the exercise of the voting rights of such pledged, mortgaged or charged Locked-Up Securities as well as any foreclosures on such pledged, mortgaged or charged Locked-Up Securities; and provided, that during the Lock-Up Period, such financial institution shall not be permitted to foreclose upon such Locked-Up Securities or otherwise be entitled to enforce its rights or remedies with respect to the Locked-Up Securities, including, without limitation, the right to vote, transfer or take title to or ownership of such Locked-Up Securities;

(ix) Transfers of any Company ADSs acquired as part of the PIPE Financing;

(x) transactions relating to Company ADSs or other securities convertible into or exercisable or exchangeable for Company ADSs acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period;

(xi) the exercise of any options or warrants to purchase Company ADSs (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis), provided that any Company Ordinary Shares received upon such exercise shall be subject to the terms of this Agreement (other than any Company Ordinary Shares acquired by such SPAC Insider upon the conversion, exercise or exchange of the Company Warrants);

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(xii) Transfers to the Company to satisfy Tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements;

(xiii) Transfers to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee;

(xiv) the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of Locked-Up Securities shall be made by any SPAC Insider pursuant to such Trading Plan during the applicable Lock-Up Period and no public announcement or filing is voluntarily made regarding such plan during the applicable Lock-Up Period;

(xv) Transfers into any pro rata redemption or share buyback offer by the Company or its affiliates which is made on identical terms to all of the Company’s shareholders and/or ADSs (or any securities convertible into or exercisable or exchangeable for ADSs);

(xvi) Transfers made in connection with a liquidation, merger, share exchange, reorganization, tender offer approved by the Company Board or a duly authorized committee thereof or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; and

(xvii) to a nominee or custodian of a person or entity to whom a Transfer would be permissible under clauses (i) through (vii) and clause (ix);

provided, however, that in the case of clauses (i)-(iii) and (v)-(viii), these permitted transferees must enter into a written agreement, in substantially the form of this Agreement, (it being understood that any references to “immediate family” in this agreement shall continue to expressly refer only to the immediate family of the initial Shareholder and not to the immediate family of the permitted transferee), agreeing to be bound by the Lock-Up Restrictions and shall have the same rights and benefits under this Agreement. For purposes of this paragraph, (A) “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of an individual; (B) “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act; and (C) “Trading Day” shall mean any day on which the Company ADSs are actually traded on the principal securities exchange or securities market on which Company ADSs are then traded.

(c) For the avoidance of doubt, such SPAC Insider shall retain all of its rights as a securityholder of the Company during the applicable Lock-Up Period, including the right to vote any Locked-Up Securities or receive any dividends or distributions thereon.

(d) For the avoidance of doubt, the Lock-Up Restrictions do not apply to any SPAC Shares or ADSs (or any securities convertible into or exercisable or exchangeable for SPAC Shares or ADSs) acquired by the SPAC Insider’s immediate family or affiliate otherwise than from the SPAC Insider.

(e) In furtherance of the foregoing, the Company, and any duly appointed transfer issuer for the registration or transfer of the Locked-Up Securities, are hereby authorized to (i) decline to make any transfer of securities if such Transfer would constitute a violation or breach of the Lock-Up Restrictions, and (ii) take any and all action the Company and any duly appointed issuer agent deems desirable in order to give effect to this Agreement, including the registration of transfer restrictions in the book-entry system of Euroclear Finland Oy..

ARTICLE III

General Provisions

3.1 [Reserved].

3.2 Notice. 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 Company and SPAC in accordance with Section 11.3 of the Business Combination Agreement and to each SPAC Insider at the address set forth below (or at such other address for a party as shall be specified by like notice). 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 days after posting.

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If to Sponsor or any other SPAC insider:

RAAQ Sponsor LLC

c/o Real Asset Acquisition Corp.

174 Nassau Street, Suite 2100

Princeton, New Jersey 08542

Attention: Peter Ort

Email: [***]

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

Perkins Coie LLP

1155 Avenue of the Americas, 22nd Floor

New York, New York 10036

Attention: Elliott Smith; Gina Eiben

E-mail: [***]

3.3 Entire Agreement; Amendment. This Agreement constitutes the entire agreement and understanding between the parties hereto relating to the subject matter hereof and the transactions contemplated hereby and supersedes any other agreements and understandings, whether written or oral, that may have been made or entered into by or between the parties hereto relating to the subject matter hereof or the transactions contemplated hereby. This Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.

3.4 Assignment. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties hereto, except that, for the avoidance of doubt, in connection with a Transfer of any Subject Shares in accordance with the terms of this Agreement, transferee to whom such Subject Shares are transferred shall thenceforth be entitled to all the rights and be subject to all the obligations under this Agreement; provided, that no such assignment shall relieve the assigning party of its (or his or her) obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any attempted assignment in violation of the terms of this Section 3.4 shall be null and void, ab initio. For the avoidance of doubt, no Transfer of Subject Shares or Free Securities shall be (or be deemed to be) an assignment of this Agreement or the rights or obligations hereunder.

3.5 Governing Law. This Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of laws that would otherwise require the application of the law of any other state.

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3.6 CONSENT TO JURISDICTION; WAIVER OF TRIAL BY JURY. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE COURT OF CHANCERY AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE (UNLESS THE DELAWARE COURT OF CHANCERY SHALL DECLINE TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, IN WHICH CASE, IN ANY DELAWARE STATE OR FEDERAL COURT WITHIN THE STATE OF DELAWARE) SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF, THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE CONVENIENT OR APPROPRIATE OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A DELAWARE STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 3.2 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION 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 LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 3.6.

3.7 Enforcement. The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that (i) the parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section 2.6, this being in addition to any other remedy to which they are entitled under this Agreement, and (ii) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each party agrees that it will not allege, and each party hereby waives the defense, that the other parties have an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 3.7 shall not be required to provide any bond or other security in connection with any such injunction.

3.8 Counterparts. This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument. Delivery by email to counsel for the other parties of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.

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3.9 No Recourse. Notwithstanding anything to the contrary contained herein or otherwise, but without limiting any provision in the Business Combination Agreement, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against the entities and Persons that are expressly identified as parties to this Agreement in their capacities as such and no former, current or future stockholders or shareholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents, representatives or Affiliates of any party hereto, or any former, current or future direct or indirect stockholder or shareholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent, representative or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party. Notwithstanding the foregoing, nothing herein shall limit the liability of any party for fraud committed by such party.

3.10 Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, (a) no SPAC Insider makes any agreement or understanding herein in any capacity other than in such SPAC Insider’s capacity as a record holder and beneficial owner of the Subject Shares, and not in such SPAC Insider’s capacity as a director, officer or employee of SPAC or the Sponsor, and (b) nothing herein will be construed to limit or affect any action or inaction by such SPAC Insider or any representative of such SPAC Insider serving as a member of the board of directors of SPAC or the Sponsor or as an officer, employee or fiduciary of SPAC or the Sponsor, in each case, acting in such person’s capacity as a director, officer, employee or fiduciary of SPAC or the Sponsor.

3.11 No Ownership Interest. Nothing contained in this Agreement will be deemed to vest in the Company any direct or indirect ownership or incidents of ownership of or with respect to the Subject Shares. All rights, ownership and economic benefits of and relating to the Subject Shares shall remain vested in and belong to such SPAC Insider, and the Company shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of SPAC or exercise any power or authority to direct any SPAC Insider in the voting of any of the Subject Shares, except as otherwise expressly provided herein with respect to the Subject Shares. Except as otherwise expressly provided in Section 1, no SPAC Insider shall be restricted from voting in favor of, against or abstaining with respect to or giving (or withholding) its written consent to any other matters presented to the shareholders of SPAC.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the date hereof.

IQM Finland Oy
By:	/s/ Jan Goetz
Name:	Jan Goetz
Title:	Chief Executive Officer

[Signature Page to Sponsor Support Agreement]

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IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the date hereof.

Real Asset Acquisitions Corp.
By:	/s/ Peter Ort
Name:	Peter Ort
Title:	Principal Executive Officer and Co-Chairman

[Signature Page to Sponsor Support Agreement]

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IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the date hereof.

RAAQ Sponsor LLC
By:	/s/ Peter Ort
Name:	Peter Ort
Title:	Managing Member

[Signature Page to Sponsor Support Agreement]

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IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the date hereof.

Peter Ort
/s/ Peter Ort
Name:	Peter Ort

[Signature Page to Sponsor Support Agreement]

15

IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the date hereof.

Jeff Tuder
/s/ Jeff Tuder
Name:	Jeff Tuder

[Signature Page to Sponsor Support Agreement]

16

IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the date hereof.

Robert Neal
/s/ Robert Neal
Name:	Robert Neal

[Signature Page to Sponsor Support Agreement]

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IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the date hereof.

Mark Smith
/s/ Mark<br> Smith
Name:	Mark Smith

[Signature Page to Sponsor Support Agreement]

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IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the date hereof.

Eduardo Munemori
/s/ Eduardo Munemori
Name:	Eduardo Munemori

[Signature Page to Sponsor Support Agreement]

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IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the date hereof.

Jim Cornell
/s/ Jim Cornell
Name:	Jim Cornell

[Signature Page to Sponsor Support Agreement]

20

IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the date hereof.

Dan Desjardins
/s/ Dan Desjardins
Name:	Dan Desjardins

[Signature Page to Sponsor Support Agreement]

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IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the date hereof.

Robert Van Belle
/s/ Robert Van Belle
Name:	Robert Van Belle

[Signature Page to SponsorSupport Agreement]

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IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the date hereof.

Curtis Weldon
/s/ Curtis Weldon
Name:	Curtis Weldon

[Signature Page to SponsorSupport Agreement]

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IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the date hereof.

David Moehring
/s/ David Moehring
Name:	David Moehring

[Signature Page to SponsorSupport Agreement]

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IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the date hereof.

Landon Down
/s/ Landon Down
Name:	Landon Down

[Signature Page to Sponsor Support Agreement]

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SCHEDULE A

SPAC INSIDERS

SPAC Insider (Legal Name)	SPAC Class B Ordinary Shares (Number)	SPAC Class A Ordinary Shares Underlying SPAC Warrants (Number)
RAAQ Sponsor LLC<br><br> <br>c/o Real Asset Acquisition Corp.<br><br> <br>174 Nassau Street, Suite 2100<br><br> <br>Princeton, NJ 08542	5,615,000	3,725,000
Peter Ort<br><br> <br>c/o Real Asset Acquisition Corp.<br><br> <br>174 Nassau Street, Suite 2100<br><br> <br>Princeton, NJ 08542	-	-
Jeff Tuder<br><br> <br>c/o Real Asset Acquisition Corp.<br><br> <br>174 Nassau Street, Suite 2100<br><br> <br>Princeton, NJ 08542	-	-
Robert Neal<br><br> <br>c/o Real Asset Acquisition Corp.<br><br> <br>174 Nassau Street, Suite 2100<br><br> <br>Princeton, NJ 08542	25,000	-
Mark Smith<br><br> <br>c/o Real Asset Acquisition Corp.<br><br> <br>174 Nassau Street, Suite 2100<br><br> <br>Princeton, NJ 08542	25,000	-
Eduardo Munemori<br><br> <br>c/o Real Asset Acquisition Corp.<br><br> <br>174 Nassau Street, Suite 2100<br><br> <br>Princeton, NJ 08542	25,000	-
Jim Cornell<br><br> <br>c/o Real Asset Acquisition Corp.<br><br> <br>174 Nassau Street, Suite 2100<br><br> <br>Princeton, NJ 08542	10,000	-
Dan Desjardins<br><br> <br>c/o Real Asset Acquisition Corp.<br><br> <br>174 Nassau Street, Suite 2100<br><br> <br>Princeton, NJ 08542	10,000	-
Robert Van Belle<br><br> <br>c/o Real Asset Acquisition Corp.<br><br> <br>174 Nassau Street, Suite 2100<br><br> <br>Princeton, NJ 08542	10,000	-
Curtis Weldon<br><br> <br>c/o Real Asset Acquisition Corp.<br><br> <br>174 Nassau Street, Suite 2100<br><br> <br>Princeton, NJ 08542	10,000	-
David Moehring<br><br> <br>c/o Real Asset Acquisition Corp.<br><br> <br>174 Nassau Street, Suite 2100<br><br> <br>Princeton, NJ 08542	10,000	-
Landon Down<br><br> <br>c/o Real Asset Acquisition Corp.<br><br> <br>174 Nassau Street, Suite 2100<br><br> <br>Princeton, NJ 08542	10,000	-

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Exhibit 10.2

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FORM OF SHAREHOLDER LOCK-UP AGREEMENT

This SHAREHOLDER LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of February 22, 2026, by and among IQM Finland Oy (Finnish Business ID 2912625-6), a limited liability company (Fi. osakeyhtiö) incorporated under the laws of Finland (the “Company”), Real Asset Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and the shareholder of the Company set forth on Schedule A hereto (the “Shareholder”).

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WHEREAS, capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in that certain Business Combination Agreement, dated February 22, 2026 (the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”), entered into by and among the Company, SPAC, IQM US LLC, a limited liability company incorporated under the laws of Delaware and an indirect, wholly owned subsidiary of the Company (“Merger Sub”), and Eclipse QC S.à r.l., a Luxembourg private limited liability company (société à responsabilitélimitée), having its registered office at 16, rue Eugène Ruppert, L - 2453 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under registration number B299105 and a direct, wholly owned Subsidiary of the Company (“LuxCo”), pursuant to which, among other things, (i) SPAC will merge with and into Merger Sub, with Merger Sub surviving the Merger as an indirect and wholly owned subsidiary of the Company (the “Merger”) and (ii) immediately prior to the effective time of the Merger, the Company will effect the Company Capital Restructuring;

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WHEREAS, the Shareholder is, as of the date of this Agreement, the sole beneficial and legal owner of such number of Pre-Share Split Shares (or any securities convertible into or exercisable or exchangeable for Pre-Share Split Shares) set forth opposite the Shareholder’s name on Schedule A hereto (the “Owned Shares” of the Shareholder; and the Owned Shares and any other Pre-Share Split Shares or Company Ordinary Shares (or any securities convertible into or exercisable or exchangeable for Pre-Share Split Shares or Company Ordinary Shares) acquired by the Shareholder after the date of this Agreement and during the term of this Agreement, being collectively referred to herein as the “Subject Shares” of the Shareholder); and

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WHEREAS, in order to induce SPAC and the Company to proceed with the Business Combination and the other transactions contemplated by the Business Combination Agreement, the Company and SPAC have requested that the Shareholder enter into this Agreement.

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NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated into this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties hereto agree as follows:

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ARTICLE I

Representations and Warranties of the Shareholder

The Shareholder hereby represents and warrants to the Company and SPAC as follows:

1.1 Corporate Organization. The Shareholder, if an entity, is duly organized, validly existing and, to the extent applicable, in good standing under the Laws of the jurisdiction in which it is organized and has the requisite power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted.

1.2 Due Authorization. The Shareholder, if an entity, has all requisite corporate power and authority, and if an individual, has full legal capacity, right and authority, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. If the Shareholder is an entity, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other corporate or equivalent proceeding on the part of the Shareholder is necessary to authorize the execution and delivery of this Agreement or the Shareholder’s performance hereunder. This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming due authorization, execution and delivery by each other party hereto, this Agreement constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject to the Enforceability Exceptions.

1.3 Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of other parties hereto contained in this Agreement, no consent of or with any Governmental Authority on the part of the Shareholder is required to be obtained or made in connection with the execution, delivery or performance by the Shareholder of this Agreement or the consummation by the Shareholder of the transactions contemplated hereby, other than (a) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws, 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, delay or adversely affect the performance by the Shareholder of its obligations under this Agreement.

1.4 No-Conflict. The execution, delivery and performance by the Shareholder of this Agreement do not and will not (a) if the Shareholder is an entity, contravene or conflict with or violate any provision of, or result in the breach of the Organizational Documents of the Shareholder, (b) contravene or conflict with or result in a violation of any provision of any Law or Governmental Order binding upon or applicable to the Shareholder or any of the Shareholder’s properties or assets, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, any of the terms, conditions or provisions of any Contract to which the Shareholder is a party, or (d) result in the creation or imposition of any Encumbrance upon any of the properties or assets of the Shareholder, except in the case of each of clauses (b) through (d) that would not prevent, impede or, in any material respect, delay or adversely affect the performance by the Shareholder of the Shareholder’s obligations under this Agreement.

1.5 Subject Shares. The Shareholder is the sole legal and beneficial owner of the Shareholder’s Subject Shares, and all such Subject Shares are owned by the Shareholder free and clear of all Encumbrances, other than Encumbrances pursuant to this Agreement, the other Transaction Documents, the Company Articles of Association, the Company Shareholders’ Agreements, or any applicable securities Laws. The Shareholder does not legally or beneficially own any shares (or any securities convertible into or exercisable or exchangeable for shares) of the Company other than the Subject Shares.

1.6 Acknowledgement. The Shareholder has received a copy of the Business Combination Agreement and is familiar with the provisions of the Business Combination Agreement.

1.7 Absence of Litigation. With respect to the Shareholder, as of the date hereof, there is no Action pending against, or, to the knowledge of the Shareholder, threatened against, the Shareholder or any of the Shareholder’s properties or assets (including the Shareholder’s Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Shareholder to perform the Shareholder’s obligations hereunder or to consummate the transactions contemplated hereby.

1.8 Adequate Information. The Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of SPAC and the Company to make an informed decision regarding this Agreement and the transactions contemplated by the Business Combination Agreement, and has independently and without reliance upon SPAC or the Company and based on such information as the Shareholder has deemed appropriate, made its (or his or her) own analysis and decision to enter into this Agreement. The Shareholder acknowledges that SPAC and the Company have not made and do not make any representation or warranty, with respect to this Agreement, whether express or implied, of any kind or character except as expressly set forth in this Agreement or the Business Combination Agreement, it being acknowledged that the Company has made representations and warranties in connection with those certain Transaction Documents, to which the Shareholder is a party, entered substantially concurrently herewith. The Shareholder acknowledges that the agreements contained herein with respect to the Subject Shares held by the Shareholder are irrevocable and shall only terminate pursuant to Section 2.4 hereof.

1.9 Additional Representations and Warranties of Individual Shareholder. The Shareholder, if an individual, (a) is not a minor, and is of full age and sound mind; and (b) has such knowledge and experience in financial and business matters that he or she is capable of evaluating the risks of the transactions contemplated by this Agreement and the other Transaction Documents.

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ARTICLE II

Agreement Not to Transfer; Certain Other Covenantsof the Shareholder

The Shareholder covenants and agrees during the term of this Agreement as follows:

2.1 No Transfer. From the date of this Agreement until the date of termination of this Agreement, the Shareholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, charge, assign by way of security, grant any option, right or warrant to purchase or otherwise transfer, 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 Subject Share, (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 Subject Shares (other than any Subject Shares issued to Shareholder in the PIPE Financing), whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a) to (c), collectively, “Transfer”), (ii) grant any proxies or powers of attorney 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 the Business Combination Agreement or other Transaction Documents, (iii) take any action that would reasonably be expected to make any representation or warranty of the Shareholder herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling the Shareholder from performing its (or his or her) obligations hereunder, or (iv) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the Shareholder may make Transfers of the Subject Shares (A) pursuant to this Agreement, (B) prior to the Closing, upon the consent of the Company and SPAC, and following the Closing, upon the consent of the Company Board, and (C) if the Shareholder is an entity, by virtue of the Shareholder’s Organizational Documents upon liquidation or dissolution of the Shareholder, so long as, in each case of clauses (A) through (C), the power to fulfill the Shareholder’s obligations under this Agreement and the Business Combination Agreement is not relinquished and prior to and as a condition to the effectiveness of any such Transfer, such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and SPAC prior to the Closing, and to the Company Board following the Closing, agreeing to be bound by this Agreement to the same extent as the Shareholder was with respect to such transferred Subject Shares. Any action attempted to be taken in violation of the preceding sentence will be null and void. The Shareholder agrees with, and covenants to, the Company and SPAC that the Shareholder shall not request the Company to register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares in violation of this Section 2.1.

2.2 New Shares. In the event that (i) prior to the Closing (a) any Pre-Share Split Shares or other securities of the Company are issued to the Shareholder, including, without limitation, pursuant to the Company Capital Restructuring or any other share dividend or distribution, or any change in any of the Pre-Share Split Shares or other share capital of the Company by reason of any share subdivision, recapitalization, consolidation, exchange of shares or the like, or (b) the Shareholder acquires legal or beneficial ownership of any Pre-Share Split Shares and/or Company Ordinary Shares after the date of this Agreement, including upon exercise of Company Options or Company Series B Warrants (collectively, the “New Securities”), or (ii) in connection with or following the Closing, the Shareholder receives any ADSs in respect of any of the Subject Shares or New Securities (the “Subject ADSs”), the terms “Subject Shares” shall be deemed to refer to and include such New Securities and Subject ADSs (including all such dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged into).

2.3 Lock-Up Provisions.

(a) Subject to the exceptions set forth herein, during the Lock-Up Period (as defined below), the Shareholder agrees not to Transfer any Locked-Up Securities (as defined below) held by the Shareholder. The foregoing limitations shall remain in full force and effect from the date of this Agreement until the earlier of (A) one year after the Closing and (B) subsequent to the Closing, (x) the date on which the last sale price of the ADSs equals or exceeds $12.00 per ADS (as adjusted for share sub-divisions, share dividends, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 Trading Days within any 30-Trading Day period commencing at least 150 days after the Closing, or (y) the date on which the Company completes a Change of Control Transaction (such period, the “Lock-Up Period”) with respect to all the Locked-Up Securities. For purposes of this Section 2.3, “Locked-Up Securities” means any Subject Shares held by the Shareholder or issued to Shareholder in connection with the Business Combination, other than any Subject Shares issued to Shareholder in the PIPE Financing. For purposes of this Section 2.3, “Trading Day” shall mean any day on which the ADSs are actually traded on the principal securities exchange or securities market on which the ADSs are then traded.

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(b) The restrictions set forth in Section 2.3(a) (the “Lock-Up Restrictions”) shall not apply to:

(i) in the case of an entity, Transfers to (A) such entity’s officers, directors or members or any affiliate (as defined below) or immediate family (as defined below) of any of such entity’s officers or directors, (B) any shareholder, partner or member of such entity or their affiliates, (C) any affiliate of such entity, or (D) any employees of such entity or of its affiliates;

(ii) in the case of an individual, Transfers (A) pursuant to a bona fide gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization or (B) for estate planning purposes;

(iii) in the case of an individual, Transfers by will, testamentary documents or virtue of laws of descent and distribution upon death of the individual;

(iv) in the case of an individual, Transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce settlement, divorce decree or separation agreement;

(v) in the case of an individual, Transfers to a partnership, limited liability company or other entity of which such individual and/or the immediate family of such individual are the legal and beneficial owner of all of the outstanding equity securities or similar interests;

(vi) in the case of an entity that is a trust or a trustee of a trust, to a trustor or beneficiary of the trust, to the designated nominee of a beneficiary of such trust or to the estate of a beneficiary of such trust;

(vii) in the case of an entity, Transfers by virtue of the laws of the jurisdiction of the entity’s organization and the entity’s Organizational Documents upon dissolution of the entity;

(viii) pledges of Locked-Up Securities to a financial institution that create a mere security interest in such Locked-Up Securities pursuant to a bona fide loan or indebtedness transaction so long as Shareholder continues to control the exercise of voting rights of such pledged Locked-Up Securities as well as any foreclosures on such pledged Locked-Up Securities, and provided further, that during the Lock-Up Period such financial institution shall not be permitted to foreclose upon such Locked-Up Securities or otherwise be entitled to enforce its rights or remedies with respect to the Locked-Up Securities, including, without limitation, the right to vote, transfer or take title to or ownership of such Locked-Up Securities;

(ix) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period;

(x) the exercise of any options or warrants to purchase Pre-Share Split Shares or Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis), provided that any Company Ordinary Shares received upon such exercise shall be subject to the terms of this Agreement;

(xi) Transfers to satisfy Tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements;

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(xii) Transfers to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee;

(xiii) the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of Locked-Up Securities shall be made by the Shareholder pursuant to such Trading Plan during the Lock-Up Period and no public announcement or filing is voluntarily made regarding such plan during the Lock-Up Period;

(xiv) Transfers into any pro rata redemption or share buyback offer by the Company or its affiliates which is made on identical terms to all of the Company’s shareholders and/or Pre-Share Split Shares or Company Ordinary Shares (or any securities convertible into or exercisable or exchangeable for Pre-Share Split Shares or Company Ordinary Shares); and

(xv) Transfers made in connection with a liquidation, merger, share exchange, reorganization, tender offer approved by the Company Board or a duly authorized committee thereof or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date;

provided, however, that in the case of clauses (i)-(iii) and (v)-(viii), these permitted transferees must enter into a written agreement, in substantially the form of this Agreement (it being understood that any references to “immediate family” in this agreement shall continue to expressly refer only to the immediate family of the initial Shareholder and not to the immediate family of the permitted transferee), agreeing to be bound by the Lock-Up Restrictions and shall have the same rights and benefits under this Agreement. For purposes of this paragraph, (A) “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of an individual; and (B) “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act.

(c) For the avoidance of doubt, the Shareholder shall retain all of its rights as a shareholder of the Company during the Lock-Up Period, including the right to vote any Locked-Up Securities or receive any dividends or distributions thereon.

(d) For the avoidance of doubt, the Lock-Up Restrictions do not apply to any Pre-Share Split Shares or Company Ordinary Shares (or any securities convertible into or exercisable or exchangeable for Pre-Share Split Shares or Company Ordinary Shares) acquired by the Shareholder’s immediate family or affiliate otherwise than from the Shareholder.

(e) In furtherance of the foregoing, the Company, and any duly appointed transfer agent (or equivalent) for the registration or transfer of the Locked-Up Securities, are hereby authorized to (i) decline to make any transfer of securities if such Transfer would constitute a violation or breach of the Lock-Up Restrictions, and (ii) take any and all action the Company and any duly appointed transfer agent (or equivalent) deems desirable in order to give effect to this Agreement, including the registration of transfer restrictions in the book-entry system of Euroclear Finland Oy.

2.4 Termination. This Agreement shall terminate upon the earlier of (i) the date on which Shareholder no longer holds Locked Up-Securities, (ii) the date the Lock-Up Period is no longer in effect, and (iii) the termination of the Business Combination Agreement in accordance with its terms, and upon such termination, no party shall have any liability hereunder other than for its willful and material breach of this Agreement prior to such termination.

2.5 Existing Shareholders Agreement. The Shareholder and the Company hereby agrees that, in accordance with the terms thereof, (i) the Company Shareholders’ Agreements, (ii) any rights of such Shareholder under the Company Shareholders’ Agreements and (iii) any rights under any other agreement providing for redemption rights, put rights, purchase rights or other similar rights not generally available to the Company Shareholders, shall be terminated effective as of the Merger Effective Time, and thereupon shall be of no further force or effect, without any further action on the part of any of the Shareholder or the Company, and neither the Company, the Shareholder, nor any of their respective affiliates or subsidiaries shall have any further rights, duties, liabilities or obligations thereunder and the Shareholder and the Company hereby releases in full any and all claims with respect thereto with effect on and from the Merger Effective Time. Notwithstanding the foregoing, the termination of the Company Shareholders’ Agreements does not release any party from any liability under any obligation pursuant to the Company Shareholders’ Agreements, which at the time thereof has already fallen due for performance or any prior breach of the Company Shareholders’ Agreements. The Company Shareholders’ Agreements remain binding after the termination with respect to all parties to the extent the context so requires in order to safeguard the rights of the parties and the exercise of the provisions agreed upon in the Company Shareholders’ Agreements. In particular, the sections regarding intellectual property rights, confidentiality, non-competition and non-solicitation, and certain other provisions survive the termination of the Company Shareholders’ Agreements. The confidentiality obligations survive the termination of the Company Shareholders’ Agreements for a period of 24 months, while the non-competition and non-solicitation obligation survives the termination for a period of 12 months.

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ARTICLE III

General Provisions

3.1 [Reserved].

3.2 Notice. 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 Company and SPAC in accordance with Section 11.3 of the Business Combination Agreement and to the Shareholder at the address set forth on Schedule A hereto (or at such other address for a party as shall be specified by like notice). 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 days after posting.

3.3 Entire Agreement; Amendment. This Agreement constitutes the entire agreement and understanding between the parties hereto relating to the subject matter hereof and the transactions contemplated hereby and supersedes any other agreements and understandings, whether written or oral, that may have been made or entered into by or between the parties hereto relating to the subject matter hereof or the transactions contemplated hereby. This Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.

3.4 Assignment. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties hereto, except that, for the avoidance of doubt, in connection with a Transfer of any Subject Shares in accordance with the terms of this Agreement, transferee to whom such Subject Shares are transferred shall thenceforth be entitled to all the rights and be subject to all the obligations under this Agreement; provided, that no such assignment shall relieve the assigning party of its (or his or her) obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any attempted assignment in violation of the terms of this Section 3.4 shall be null and void, ab initio. For the avoidance of doubt, no Transfer of Subject Shares shall be (or be deemed to be) an assignment of this Agreement or the rights or obligations hereunder.

3.5 Governing Law. This Agreement is governed by and construed in accordance with the laws of Finland without regard to its principles of private international law or conflict of laws rules.

3.6 CONSENT TO JURISDICTION;WAIVER OF TRIAL BY JURY. ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATIONOR VALIDITY THEREOF, SHALL BE FINALLY SETTLED BY ARBITRATION IN ACCORDANCE WITH THE ARBITRATION RULES OF THE FINLAND CHAMBER OF COMMERCEBY ONE ARBITRATOR. THE SEAT OF ARBITRATION SHALL BE HELSINKI, FINLAND. THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH.

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3.7 Enforcement. The Shareholder agrees that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Shareholder does not perform its obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. The Shareholder acknowledges and agrees that (i) the Company and SPAC shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section 2.4, this being in addition to any other remedy to which they are entitled under this Agreement, and (ii) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. The Shareholder agrees that it will not allege and hereby waives the defense, that the Company or SPAC have an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity. The Shareholder acknowledges and agrees that the Company and SPAC shall not be required to provide any bond or other security in connection with any such injunction.

3.8 Counterparts. This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument. Delivery by email to counsel for the other parties of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.

3.9 No Recourse. Notwithstanding anything to the contrary contained herein or otherwise, but without limiting any provision in the Business Combination Agreement, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against the entities and Persons that are expressly identified as parties to this Agreement in their capacities as such and no former, current or future stockholders or shareholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents, representatives or Affiliates of any party hereto, or any former, current or future direct or indirect stockholder or shareholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent, representative or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party. Notwithstanding the foregoing, nothing herein shall limit the liability of any party for fraud committed by such party.

3.10 Shareholder Release. The Shareholder, on the Shareholder’s own behalf and on behalf of each of the Shareholder’s Affiliates and each of the Shareholder’s and the Shareholder’s Affiliates’ successors, assigns and executors (each, a “Shareholder Releasor”), effective as at the Merger Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge the Company, SPAC, their respective Subsidiaries and each of their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Shareholder Releasee”), from (x) any and all obligations or duties the Company, SPAC or any of their respective Subsidiaries has prior to or as of the Merger Effective Time to such Shareholder Releasor or (y) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Shareholder Releasor has prior to or as of the Merger Effective Time, against any Shareholder Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Merger Effective Time, in each case solely to the extent that it arises out of, or is related to, (A) such Shareholder Releasor’s ownership of equity or debt interests in the Company prior to the Merger Effective Time (including any and all claims such Shareholder Releasor may have against the Shareholder Releasees in such Shareholder Releasor’s capacity as a securityholder or a debtholder of the Company) and (B) the organization, management or operation of the businesses of the Company relating to any matter, occurrence, action, failure to act, omission or activity prior to the Merger Effective Time, in each case, solely in such Shareholder Releasor’s capacity as an equity or debt securityholder; provided, however, that nothing contained in this Section 3.10 shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement, the Business Combination Agreement, the other Transaction Documents (including the relevant Voting and Support Agreement) or the Company Articles of Association, (ii) for indemnification or contribution, in any Shareholder Releasor’s capacity as an officer or director of the Company, (iii) arising under any then-existing insurance policy of the Company, (iv) for any claim for fraud, or (v) that are preserved pursuant to Section 2.5 of this Agreement.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the date hereof.

IQM Finland Oy
By:
Name:
Title:

[Signature Page to ShareholderLock-Up Agreement]

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IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the date hereof.

Real Asset Acquisition Corp.
By:
Name:
Title:

[Signature Page to ShareholderLock-Up Agreement]

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IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the date hereof.

[Shareholder]
By:
Name:
Title:

[Signature Page to ShareholderLock-Up Agreement]

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Exhibit 10.3

FORM OF SHAREHOLDER VOTING AND SUPPORT AGREEMENT

This Shareholder Voting and Support Agreement (this “Agreement”) is entered into as of February 22, 2026, by and among Real Asset Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), the Person set forth on the signature page hereto (the “Company Shareholder”), and IQM Finland Oy (Finnish Business ID 2912625-6), a limited liability company (Fi. osakeyhtiö) incorporated under the laws of Finland (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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RECITALS

WHEREAS, as of the date hereof, the Company Shareholder is the holder of record of such number of shares of such classes or series of Company Pre-Share Split Shares as are indicated opposite such Company Shareholder’s name on Schedule I hereto (all such Pre-Share Split Shares of the Company, together with (i) any Pre-Share Split Shares of which ownership of record or the power to vote (including, without limitation, by proxy or power of attorney) is hereafter acquired by the Company Shareholder during the period from the date hereof through the Expiration Time (as defined below) and (ii) solely with respect to Section 1.4, any Pre-Share Split Shares for which the Company Shareholder has been appointed or designated by any other Company Shareholder as such Company Shareholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place and stead of the Company Shareholder are referred to herein as the “Subject Shares”);

WHEREAS, contemporaneously with the execution and delivery of this Agreement, SPAC, IQM US LLC, a limited liability company incorporated under the laws of Delaware and an indirect, wholly owned subsidiary of the Company ( “Merger Sub”), Eclipse QC S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 16, rue Eugène Ruppert, L - 2453 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under registration number B299105 and direct, wholly owned subsidiary of the Company (“LuxCo”, and together with Merger Sub, “Merger Subs”) and the Company, are entering into a Business Combination Agreement (as amended or supplemented, from time to time, the “Business Combination Agreement”), substantially in the form attached hereto;

WHEREAS, pursuant to the terms of the Business Combination Agreement, among other transactions, (i) prior to Merger Effective Time, the Company and its shareholders will restructure the Company’s share capital by effectuating the Conversion and the Share Split (the Conversion, the AoA Amendment and the Share Split each as defined in the Business Combination Agreement and hereinafter collectively referred to as the “CompanyCapital Restructuring”), (ii) promptly following the Share Split and at the Merger Effective Time, SPAC will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as an indirect and wholly owned Subsidiary of the Company and with (a) the Merger occurring upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the Delaware Limited Liability Company Act, Part 16 of the Companies Act (As Revised) of the Cayman Islands and other applicable laws and (b) the Company Capital Restructuring occurring upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Finnish Limited Liability Companies Act (Fi. osakeyhtiölaki) (624/2006, as amended) (the “Finnish Companies Act”); and

WHEREAS, as an inducement to SPAC and the Company to enter into the Business Combination Agreement and the Transaction Documents and to consummate the Transactions, the parties hereto desire to agree to certain matters as set forth herein.

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AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

Shareholder VOTInG AND SUPPORT AGREEMENT; COVENANTS

Section 1.1 Binding Effect of Business Combination Agreement. The Company Shareholder hereby acknowledges that it has read the Business Combination Agreement and this Agreement and has had the opportunity to consult with its tax and legal advisors. The Company Shareholder shall be bound by and comply with Sections 11.14 (Publicity) and 11.15 (Confidentiality) of the Business Combination Agreement (and any relevant definitions contained in any such Sections) as if (a) the Company Shareholder was an original signatory to the Business Combination Agreement with respect to such provisions, and (b) the first reference to the “Company” contained in each sentence of Section 11.14 of the Business Combination Agreement and the first reference to the Company contained in Section 11.15 of the Business Combination Agreement also referred to the Company Shareholder.

Section 1.2 No Transfer. During the period commencing on the date hereof and ending on the earlier of (a) the Merger Effective Time and (b) such date and time as the Business Combination Agreement shall be terminated in accordance with Section 10.1 thereof (the earlier of clauses (a) and (b), the “Expiration Time”), the Company Shareholder shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement and the Registration Statement) 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, with respect to any Subject Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares (clauses (i) and (ii) collectively, a “Transfer”) or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii); provided, however, that the foregoing shall not prohibit Transfers between the Company Shareholder and any Affiliate of the Company Shareholder (each such Transfer, a “PermittedTransfer”), so long as, prior to and as a condition to the effectiveness of any such Transfer, such Affiliate executes and delivers to SPAC a joinder to this Agreement in substantially the form attached hereto as Annex A; provided, further, that any Transfer that is not a Permitted Transfer under this Section 1.2 shall not relieve the Company Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section 1.2 with respect to the Company Shareholder’s Subject Shares shall be null and void.

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Section 1.3 New Shares. In the event that after the date hereof but prior to the Expiration Time (a) any Subject Shares are issued to the Company Shareholder pursuant to any dividend, share split, recapitalization, reclassification, combination or exchange of Subject Shares, exercise of Company options, conversion of Company Preferred Shares or otherwise, (b) the Company Shareholder purchases or otherwise acquires beneficial ownership of any Subject Shares, or (c) the Company Shareholder acquires the right to vote or share in the voting of any Subject Shares (collectively, the “New Shares”), then such New Shares acquired or purchased by the Company Shareholder shall be subject to the terms of this Agreement to the same extent as if they constituted the Subject Shares owned by the Company Shareholder as of the date hereof.

Section 1.4 Company Shareholder Undertakings.

(a) Hereafter until the Expiration Time, the Company Shareholder hereby unconditionally and irrevocably agrees that, (x) at any meeting of the shareholders of the Company (or any adjournment or postponement thereof), and (y) in any action by written consent of the shareholders of the Company distributed by the Company Board or otherwise undertaken in respect of or as contemplated by the Business Combination Agreement, the Transaction Documents or the Transactions and delivered or otherwise made available to shareholders of the Company, the Company Shareholder shall, (X) if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares (to the extent such Subject Shares are entitled to vote on or provide consent with respect to such matter) to be counted as present thereat for purposes of establishing a quorum, and (Y) the Company Shareholder shall vote or provide written consent (or cause to be voted or consent provided), as applicable, in person or by proxy, all of its Subject Shares (to the extent such Subject Shares are entitled to vote on or provide consent with respect to such matter):

(i) to approve and adopt the Business Combination Agreement, the other Transaction Documents and the Transactions (and any actions required in furtherance thereof);

(ii) in any other circumstances upon which a consent, waiver or other approval is required under the Company Shareholders’ Agreements or under any agreements between the Company and its shareholders or otherwise sought with respect to the Business Combination Agreement, the Transaction Documents or the Transactions, to vote, consent, waive or approve (or cause to be voted, consented, waived or approved) all of the Company Shareholder’s Subject Shares held at such time in favor thereof (to the extent such Subject Shares are entitled to vote on or provide consent, waiver or approval with respect to such matter);

(iii) against any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than in connection with the Business Combination Agreement and the Transactions);

(iv) against any change in the business, management or Company Board that would or would reasonably be expected to prevent the Company from consummating the Transactions; and

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(v) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement or the Transactions, including the Merger, (B) 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, (C) result in any of the conditions set forth in Article 9 of the Business Combination Agreement not being fulfilled, or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of shares or securities convertible into shares of, the Company.

(b) The Company Shareholder hereby irrevocably appoints the CEO, CFO or Secretary of the Company as the Company Shareholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place and stead of the Company Shareholder, (i) to attend on behalf of the Company Shareholder any meeting of the shareholders of the Company with respect to the matters described in Section 1.4(a), (ii) to include the Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the shareholders of the Company and (iii) to vote (or cause to be voted), or deliver a written consent (or withhold consent) with respect to, the Subject Shares on the matters specified in, and in accordance and consistent with, Section 1.4(a) in connection with any meeting of the shareholders of the Company or any action by written consent by the shareholders of the Company, in each case, in the event that the Company Shareholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1.4(a).

(c) The Company Shareholder hereby affirms that the proxy granted by the Company Shareholder pursuant to Section 1.4(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for SPAC entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. Such irrevocable proxy shall be valid until the termination of this Agreement in accordance with its terms. The vote or consent of the proxyholder in accordance with Section 1.4(b) and with respect to the matters described in Section 1.4(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Shares and a vote or consent by the Company Shareholder of the Subject Shares (or any other Person with the power to vote or provide consent with respect to the Subject Shares) with respect to the matters described in Section 1.4(a). The proxyholder may not exercise the proxy granted pursuant to Section 1.4(b) on any matter except for those matters described in Section 1.4(a).

(d) The Company Shareholder hereby expressly covenants and agrees that, with respect to any Subject Shares for which the Company Shareholder has been appointed as agent, attorney-in-fact, or proxy of any other Company Shareholder (as defined in the Business Combination Agreement), the Company Shareholder shall vote, or cause to be voted, all such Subject Shares in accordance with the terms and conditions of this Agreement.

The Company Shareholder hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing.

For the avoidance of doubt, nothing in this Agreement shall require the Company Shareholder to vote in any manner with respect to any amendment to the Business Combination Agreement that is not consented to by the Company Shareholder that reduces the amount or changes the form of, the Company Ordinary Shares to be held by the Company Shareholder as of the Closing, pursuant to the Business Combination Agreement as in effect on the date hereof. Except as expressly set forth in this Article I, the Company Shareholder shall not be restricted from voting in any manner with respect to any other matters presented or submitted to the shareholders of the Company.

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Section 1.5 Company Preferred Shares. To the extent the Company Shareholder is a holder of Company Preferred Shares, the Company Shareholder hereby agrees, acknowledges and consents, immediately prior to the Closing and subject to the consummation of the Transactions, and without any further action on the part of the Company Shareholder, the Company or any other shareholder of the Company, to have each Company Preferred Share convert automatically into Company Ordinary Shares on a one-for-one basis (the “Conversion”).

Section 1.6 Further Assurances. The Company Shareholder shall execute and deliver, or cause to be delivered, such additional documents, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws), or reasonably requested by SPAC or the Company to support the Merger, the Company Capital Restructuring, the Business Combination Agreement, any other Transaction Documents and any of the Transactions, including, without limitation, (i) any applicable Transaction Documents, (ii) any additional instrument of conversion required to effect the Conversion (or other similar documentation reasonably requested by SPAC or the Company), (iii) any actions contemplated by the Unanimous Written Consent presented to the Company Shareholder, and (iv) any applicable customary instruments of conveyance and transfer, and any consent, waiver, governmental filing, and any similar or related documents, in each case, on the terms and subject to the conditions set forth therein and herein, as applicable.

Section 1.7 No Inconsistent Agreement. The Company Shareholder hereby represents and covenants that the Company Shareholder has not entered into, and shall not enter into, any agreement that would restrict, limit or interfere with the performance of the Company Shareholder’s obligations hereunder.

Section 1.8 Waiver of Notice Rights. The Company Shareholder hereby waives any and all notice rights with respect to the Transactions under the Company Shareholders’ Agreements.

Section 1.9 Waiver of Dissenters’ Rights. The Company Shareholder hereby waives and agrees to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law, including pursuant to the Finnish Companies Act, at any time with respect to the Business Combination Agreement, the other Transaction Documents and the Transactions.

Section 1.10 No Challenges. The Company Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against SPAC, the Merger Subs, the Company or any of their respective successors, assigns or directors, (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 any Person in connection with the evaluation, negotiation or entry into the Business Combination Agreement. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit the Company Shareholder from enforcing the Company Shareholder’s rights under this Agreement and the other Transaction Documents entered into by the Company Shareholder in connection herewith.

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Section 1.11 Consent to Disclosure. The Company Shareholder hereby consents to the publication and disclosure in the Proxy Statement and Registration Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other documents or communications provided by SPAC or the Company to any Governmental Authority or to securityholders of SPAC), as required by applicable securities Laws, of the Company Shareholder’s identity and beneficial ownership of Subject Shares and the nature of the Company Shareholder’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by SPAC or the Company, a copy of this Agreement. Each Company Shareholder will promptly provide any information reasonably requested by SPAC or the Company for any regulatory application or filing made or approval sought in connection with the transactions contemplated by the Business Combination Agreement (including filings with the SEC).

Section 1.12 Company Shareholder’s Capacity. All agreements and understandings made herein shall be made solely in the Company Shareholder’s capacity as a holder of the Subject Shares and not in any other capacity. Nothing contained in this Agreement shall prevent, limit or affect the Shareholder or any other Person, as applicable, from exercising his or her fiduciary duties as a director or officer of the Company pursuant to applicable Law, and the restrictions set forth in this Agreement shall only apply to the Shareholder in its capacity as a Company Shareholder.

Section 1.13 Company Obligation. The Company shall promptly (i) notify SPAC in writing of any breach or threatened breach by the Company Shareholder of this Agreement of which the Company becomes aware, and (ii) use its reasonable best efforts to specifically enforce the obligations of the Company Stockholder hereunder.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of the Company Shareholders. The Company Shareholder represents and warrants as of the date hereof to SPAC and the Company (severally and not jointly, and solely with respect to itself, himself or herself and not with respect to any other Company Shareholder) as follows:

(a) Organization; Due Authorization. If the Company Shareholder is not an individual, it is duly organized, validly existing and, to the extent applicable, in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within the Company Shareholder’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of the Company Shareholder. If the Company Shareholder is an individual, the Company Shareholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly executed and delivered by the Company Shareholder and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of the Company Shareholder, enforceable against the Company Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of the Company Shareholder.

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(b) Ownership. The Company Shareholder is the record and beneficial owner (as defined in the Securities Act) of, and has good title to, all of the Company Shareholder’s Subject Shares, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subject Shares (other than transfer restrictions under the Securities Act)) affecting any such Subject Shares, other than Liens pursuant to (i) this Agreement, (ii) the Company Articles of Association, (iii) the Company Shareholders’ Agreements; (iv) the Business Combination Agreement; or (v) any applicable securities Laws. The Company Shareholder’s Subject Shares are the only shares in the Company owned of record or beneficially by the Company Shareholder on the date of this Agreement, and none of the Company Shareholder’s Subject Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Shares other than as set forth hereunder and in the Company Shareholders’ Agreements. Other than as set forth on Schedule I, the Company Shareholder does not hold or own any rights to acquire (directly or indirectly) any equity securities of the Company or any equity securities convertible into, or which can be exchanged for, equity securities of the Company.

(c) No Conflicts. The execution and delivery of this Agreement by the Company Shareholder does not, and the performance by the Company Shareholder of his, her or its obligations hereunder will not, (i) if the Company Shareholder is not an individual, conflict with or result in a violation of the Organizational Documents of the Company Shareholder; (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any Contract binding upon the Company Shareholder or the Company Shareholder’s Subject Shares); (iii) result in a violation of applicable Law applicable to the Company Shareholder; or (iv) result in the creation or imposition of any Lien on the Subject Shares, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Company Shareholder of its, his or her obligations under this Agreement.

(d) Litigation. There are no Actions pending against the Company Shareholder, or to the knowledge of the Company Shareholder threatened against the Company Shareholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges the beneficial or record ownership of the Subject Shares, the validity of this Agreement, or seeks to prevent, enjoin or materially delay the performance by the Company Shareholder of its, his or her obligations under this Agreement.

(e) Adequate Information. The Company Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of SPAC and the Company to make an informed decision regarding this Agreement and the transactions contemplated by the Business Combination Agreement and has independently and without reliance upon SPAC or the Company and based on such information as the Company Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Company Shareholder acknowledges that SPAC and the Company have not made and do not make any representation or warranty with respect to this Agreement, whether express or implied, of any kind or character except as expressly set forth in this Agreement, it being acknowledged that the Company has made representations and warranties in connection with those certain Transaction Documents, to which the Company Shareholder is a party, entered substantially concurrently herewith. The Company Shareholder acknowledges that the agreements contained herein with respect to the Subject Shares held by the Company Shareholder are irrevocable.

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(f) Brokerage Fees. Except as described on Schedule 3.20 of the Company Disclosure Letter, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement based upon arrangements made by the Company Shareholder, for which the Company or any of its Affiliates may become liable.

(g) Acknowledgment. The Company Shareholder understands and acknowledges that each of SPAC and the Company is entering into the Business Combination Agreement in reliance upon the Company Shareholder’s execution and delivery of this Agreement.

ARTICLE III

MISCELLANEOUS

Section 3.1 Termination. This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earlier of (a) the Expiration Time and (b) the written agreement of SPAC, the Company and the Company Shareholder. Upon such termination of this Agreement, all obligations of the parties under this Agreement will terminate, without any liability or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party hereto shall have any claim against another (and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter hereof; provided,however, that the termination of this Agreement shall not relieve any party hereto from liability arising in respect of any breach of this Agreement prior to such termination. This ARTICLE III shall survive the termination of this Agreement.

Section 3.2 Fees and Expenses. Each party shall be responsible for its own fees and expenses (including the fees and expenses of investment bankers, accountants and counsel) in connection with the entering into and performance under this Agreement and the consummation of the transactions contemplated hereby and by the Business Combination Agreement, whether or not the Transactions are consummated; provided, however, that upon Closing and release of the funds held in the Trust Account to the Surviving Company, Transaction Expenses will be paid from the capital of the Surviving Company.

Section 3.3 Governing Law. This Agreement, and all claims or causes of Action based upon, arising out of, or related to this Agreement or the Transactions, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, 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 (provided that the fiduciary duties of the SPAC Board, the Merger and any exercise of appraisal and dissenters’ rights under the laws of the Cayman Islands with respect to the Merger, shall be governed by the laws of the Cayman Islands and that the fiduciary duties of the Company Board shall be governed by the laws of Finland).

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Section 3.4 Jurisdiction. Any Action based upon, arising out of or related to this Agreement may be brought in federal and state courts located in the State of Delaware, and each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any Party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 3.4. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS.

Section 3.5 Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of all of the other parties hereto.

Section 3.6 Specific Performance. The parties hereto agree that irreparable damage may 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 an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware), this being in addition to any other remedy to which such party is entitled at law or in equity. In the event that any Action shall be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that there is an adequate remedy at law, and each party agrees to waive any requirement for the securing or posting of any bond in connection therewith.

Section 3.7 Amendment;Waiver. This Agreement or any provision hereof may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by SPAC, the Company and, to the extent such amendment, supplement, modification or waiver is materially adverse to the Company Shareholder, the Company Shareholder.

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Section 3.8 Severability. Each provision of this Agreement is separable from every other provision of this Agreement. If any provision of this Agreement is found or held to be invalid, illegal or unenforceable, in whole or in part, by a court of competent jurisdiction, then (i) such provision will be deemed amended to conform to applicable laws so as to be valid, legal and enforceable to the fullest possible extent, and the parties hereto shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law (ii) the invalidity, illegality or unenforceability of such provision will not affect the validity, legality or enforceability of such provision under any other circumstances or in any other jurisdiction, and (iii) the invalidity, illegality or unenforceability of such provision will not affect the validity, legality or enforceability of the remainder of such provision or the validity, legality or enforceability of any other provision of this Agreement. To the extent necessary, the parties hereto shall amend or otherwise modify this Agreement to replace any provision that is held invalid, illegal, or unenforceable with a valid and enforceable provision that gives effect to the intent of the Parties. Without limiting the foregoing, if any covenant of the Company Shareholder in this Agreement is held to be unreasonable, arbitrary, or against public policy, such covenant shall be considered to be divisible with respect to scope, time and geographic area, and such lesser scope, time or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, shall be effective, binding and enforceable against the Company Shareholder.

Section 3.9 Notices. All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service or (d) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:

a)	If to SPAC:

Real Asset Acquisition Corp.

174 Nassau Street, Suite 2100,

Princeton, New Jersey 08542

Attention:  Peter Ort

Email:  [***]

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

Perkins Coie LLP

1155 Avenue of the Americas, 22nd Floor

New York, New York 10036

Attention:

Email:  Elliott Smith

and

Krogerus Attorneys Ltd.

Fabianinkatu 9

FI-00130 Helsinki

Finland

Attention:	Tom Fagernäs, Paul Raade, Antti Luhtala
Email:	[***]
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b)	If to the Company, LuxCo or Merger Sub:

IQM Finland Oy

Keilaranta 19, 02150

Espoo, Finland

Attention:	Jan Kürschner, Chief Financial Officer; Mark Falcon, General Counsel
E-mail:	[***]

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

Cooley LLP

55 Hudson Yards

New York, New York 10001

Attention:	Eric Blanchard; Peter Byrne; David Silverman;<br>Rita Sobral
Email:	[***]

and

Borenius Attorneys Ltd

Eteläesplanadi 2

FI-00130 Helsinki

Attention:	Juha Koponen; Eino Järnroos
E-mail:	[***]
c)	If to the Company Shareholder:
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To the Company Shareholder’s address set forth on the signature page hereto

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

Cooley LLP

55 Hudson Yards

New York, New York 10001

Attention:	Eric Blanchard; Peter Byrne; David Silverman;<br>Rita Sobral
Email:	[***]

and

Borenius Attorneys Ltd

Eteläesplanadi 2

FI-00130 Helsinki

Attention:	Juha Koponen; Eino Järnroos
E-mail:	[***]

Section 3.10 Counterparts. This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument.

Section 3.11 Entire Agreement. This Agreement and the agreements referenced herein constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among the parties hereto to the extent they relate in any way to the subject matter hereof.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the Company Shareholder, SPAC, and the Company have each caused this Shareholder Voting and Support Agreement to be duly executed as of the date first written above.

COMPANY SHAREHOLDER:
[SHAREHOLDER]
By:
	Name:
Address for Notices:
With copies to:

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[Signature Page to Shareholder Voting and Support Agreement]

SPAC:
Real Asset Acquisition Corp.
By:
	Name:
	Title:

[Signature Page to Shareholder Voting and Support Agreement]

COMPANY:
IQM Finland Oy
By:
	Name:
	Title:

[Signature Page to Shareholder Voting and Support Agreement]

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Annex A

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Form of Joinder Agreement

This Joinder Agreement (this “JoinderAgreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Shareholder Voting and Support Agreement, dated as of [●], 2026 (as amended, supplemented or otherwise modified from time to time, the “Support Agreement”), by and among Real Asset Acquisition Corp., a Cayman Islands exempted company, IQM Finland Oy (Finnish Business ID 2912625-6), a limited liability company (Fi. osakeyhtiö) incorporated under the laws of Finland, and [_________]. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Support Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to, and the “Company Shareholder” under, the Support Agreement as of the date hereof and shall have all of the rights and obligations of the Company Shareholder as if it had executed the Support Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Support Agreement.

IN WITNESS WHEREOF, the undersigned has duly executed this Joinder Agreement as of the date written below.

Date: [●], 2026
	By:
		Name:
		Title:
	Address for Notices:
	With copies to:

Exhibit10.4

FORM OF SUBSCRIPTION AGREEMENT

February 22, 2026

IQM Finland Oy

Keilaranta 19, 02150

Espoo, Finland

Ladies and Gentlemen:

In connection with the proposed business combination (the “Transaction”) among Real Asset Acquisition Corp., a Cayman Islands exempted company (“RAAQ”), IQM Finland Oy, a limited liability company (Fi. osakeyhtiö) incorporated under the laws of Finland (the “Company”), IQM US LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of the Company (“Merger Sub”) and Eclipse QC S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 16, rue Eugène Ruppert, L - 2453 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under registration number B299105 and direct, wholly owned subsidiary of the Company (“LuxCo”), in connection with that certain Business Combination Agreement by and among RAAQ, the Company, Merger Sub and LuxCo, dated as of February 22, 2026 (as it may be amended, restated and/or supplemented from time to time in accordance with its terms, the “Transaction Agreement”), the Company is seeking commitments to purchase ordinary shares of the Company, no nominal value (the “Ordinary Shares”), for a purchase price of $10.00 per Ordinary Share (the “Purchase Price”), in a private placement to be consummated by the Company prior to or concurrently with the closing of the Transaction (the “Offering”) in accordance with the terms of the Transaction Agreement. In accordance with the consummation of the transactions contemplated by the Transaction Agreement (the “Transaction Closing”) and in accordance with the Transaction Agreement, among other matters, (i) RAAQ will merge with and into Merger Sub, with Merger Sub being treated as the “surviving entity” as an indirect and wholly owned subsidiary of the Company; (ii) after the Transaction Closing, Merger Sub will merge with and into LuxCo, with LuxCo being treated as the “surviving entity” as a direct and wholly owned subsidiary of the Company; (iii) after the Transaction Closing, LuxCo will merge with and into the Company, with the Company being treated as the “surviving entity”; and (iv) American Depositary Shares, each representing ownership of one Ordinary Share (“ADSs”), will be listed for trading on the Nasdaq Global Market or New York Stock Exchange (the “U.S. Exchange”). In connection with the Transaction, and in consideration of the agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned subscriber (“Subscriber”) and the Company agree in this subscription agreement (the “SubscriptionAgreement”) as follows:

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1. Subscription.

(a) As of the date hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to Subscriber upon payment of the Purchase Price, such number of Ordinary Shares as is set forth on the signature page of this Subscription Agreement (the “Shares”), at the Purchase Price per Share and on the terms and subject to the conditions provided for herein. Subscriber acknowledges and agrees that the Company reserves the right to accept or reject Subscriber’s subscription for the Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance by the Company, and the same shall be deemed to be accepted by the Company only when this Subscription Agreement is signed by a duly authorized person by or on behalf of the Company. If this Subscription Agreement is terminated in accordance with the terms hereof, Subscriber and each beneficial purchaser, if any, for whom Subscriber is acting as agent or trustee, understands that any funds, certified checks, or bank drafts delivered by Subscriber representing the Purchase Price for the Shares will be promptly returned to Subscriber without deduction, and this Subscription Agreement shall have no force or effect.

(b) Notwithstanding anything to the contrary contained in this Subscription Agreement, if, after the date of this Subscription Agreement, Subscriber acquires ownership of SPAC Class A Ordinary Shares (as defined in the Transaction Agreement) in the open market or in privately negotiated transactions with third parties (along with any related rights to redeem or convert such SPAC Class A Ordinary Shares in connection with any redemption conducted by RAAQ in accordance with the SPAC Charter (as defined in the Transaction Agreement) in conjunction with the Transaction Closing (the “Redemption”)) prior to the extraordinary general meeting to approve the Transaction and Subscriber does not redeem or convert such SPAC Class A Ordinary Shares in connection with the Redemption (including revoking or reversing any previously submitted redemption demand made with respect to such SPAC Class A Ordinary Shares) (any such SPAC Class A Ordinary Shares that are exchanged for Ordinary Shares pursuant to the Transaction, “Non-Redeemed Shares”), and Subscriber notifies the Company in writing at least two (2) business days prior to the anticipated Closing Date (as defined below) that it wishes to apply a specified number of such Non-Redeemed Shares to reduce the number of Shares it is required to purchase hereunder (the “Reduction Right” and such number of Non-Redeemed Shares, the “Reduction Shares”), the number of Shares for which Subscriber is obligated and has the right to purchase under this Subscription Agreement will be reduced by the number of Reduction Shares and the Purchase Price shall accordingly be reduced by an amount equal to the product of the number of Reduction Shares and $10.00; provided, that (i) promptly upon the Company’s request, Subscriber shall provide the Company with documentary evidence reasonably requested by the Company to evidence such Reduction Shares and (ii) the Subscriber agrees that with respect to any such Reduction Shares, it will (A) not sell or otherwise transfer such Reduction Shares prior to the consummation of the Transaction, (B) not vote any Reduction Shares in favor of approving the Transaction and instead submit a proxy abstaining from voting thereon, and (C) to the extent it has the right to have any of its Reduction Shares redeemed for cash in connection with the consummation of the Transaction, not exercise any such redemption rights.

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2. Closing;Delivery of Shares.

(a) The closing of the issuance and sale of the Shares contemplated hereby (the “Closing” and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Transaction Closing. The Closing shall occur on the date of the Transaction Closing.

(b) The Company shall provide written notice (via email) to Subscriber (the “Closing Notice”) that the Company reasonably expects the Transaction Closing to be completed on a date specified in the Closing Notice (the “Scheduled Closing Date”) that is not less than seven (7) business days after the date of the Closing Notice, which Closing Notice shall contain the Company’s wire instructions for an escrow account (the “Escrow Account”) established by the Company with a third-party escrow agent (the “Escrow Agent”) to be identified in the Closing Notice. At least two (2) business days prior to the Scheduled Closing Date (unless otherwise agreed to in writing by the Company), Subscriber shall deliver to the Escrow Account the aggregate Purchase Price for the Shares subscribed (the “Aggregate Purchase Price”) by wire transfer of United States dollars in immediately available funds. The wire transfer shall identify Subscriber, and unless otherwise agreed by the Company and the Escrow Agent, the funds shall be wired from an account in Subscriber’s name. Upon the Closing, the Company shall provide instructions to the Escrow Agent to release the funds in the Escrow Account to the Company against the issuance of and delivery to Subscriber (or its nominee in accordance with its delivery instructions) of the Shares, or to a custodian designated by the Subscriber, as Subscriber may direct, free and clear of any liens or other restrictions whatsoever (other than those arising under U.S. state or federal securities laws or those incurred by Subscriber), in book-entry form as set forth in Section 2(c) below.

(c) Promptly after the Closing, the Company shall deliver (or cause the delivery of) the Shares in book-entry form, to Subscriber or as Subscriber may direct with applicable restrictive legends for the number of Shares as set forth on the signature page to Subscriber as indicated on the signature page or to a custodian designated by Subscriber, as applicable, as indicated below.

(d) As soon as is reasonably practicable following the Transaction Closing, the Company shall cause a sponsored American depositary receipt facility to be established with a reputable bank (such bank or any successor depositary bank, the “Depositary Bank”) for the purpose of issuing the ADSs.

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(e) If Subscriber at any time prior to or as at the Transaction Closing submits a written request to the Company to that effect, the Company shall, as soon as reasonably practicable following the Transaction Closing, make an initial deposit of the Shares with the Depositary Bank in the name of Subscriber. Following such initial deposit by the Company (as applicable), Subscriber shall have the option, at its own expense, to withdraw and deposit its Shares with the Depositary Bank in exchange for ADSs. In connection with such initial deposit of the Ordinary Shares with the Depositary Bank and any subsequent withdrawal or deposit, the Subscriber shall provide to the Company and the Depositary Bank the following documents:

(i) Information required by the Company in connection with its instruction letter to the Depositary Bank, including applicable tax IDs or social security numbers;

(ii) Forms W-8 or W-9, as applicable;

(iii) Any information required under the “know your customer” policies of the Depositary Bank, the Company or any of their respective agents; and

(iv) Any other information and documentation reasonably requested by the Company and the Depositary Bank.

(f) The failure of the Closing to occur on the Scheduled Closing Date shall not terminate this Subscription Agreement or otherwise relieve any party of any of its obligations hereunder, and any such termination will occur solely pursuant to Section 7 below. If (i) this Subscription Agreement is terminated according to its terms prior to the Closing or (ii) the Closing Date does not occur within two (2) business day after the Scheduled Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, and in either case, any funds have already been sent by Subscriber to the Escrow Account, then the Company shall or shall instruct the Escrow Agent to promptly (but not later than, in the case of the preceding clause (i), two (2) business days after such termination or, in the case of the preceding clause (ii), seven (7) business days after the Scheduled Closing Date specified in the Closing Notice), return the funds delivered by Subscriber for payment of the Shares by wire transfer in immediately available funds to the account specified in writing by Subscriber (provided, that the failure of the Closing Date to occur within such two (2) business day period and the return of the relevant funds shall not relieve Subscriber from its obligations under this Subscription Agreement for a subsequently rescheduled Closing Date determined by the Company in good faith).

(g) Simultaneously with the execution and delivery of this Subscription Agreement, each Subscriber shall deliver to the Company a duly completed and executed U.S. Internal Revenue Service Form W-9 or appropriate Form W-8, as applicable.

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3. ClosingConditions. In addition to the condition set forth in Section 2(a) above:

(a) The Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:

(i) no suspension of the qualification of the Shares, or ADSs, for offering or sale or trading in the United States, or initiation or threatening of any proceedings for any of such purposes, shall have occurred and be continuing and no such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose such restraint or prohibition;

(ii) no governmental authority of competent jurisdiction with respect to the sale of the Shares shall have enacted, rendered, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and

(iii) all material conditions precedent to the Transaction Closing set forth in the Transaction Agreement shall have been satisfied (as determined in good faith by the parties to the Transaction Agreement) or waived by the parties thereto in accordance with the requirements of the Transaction Agreement (other than those conditions which, by their nature, are to be satisfied at the Transaction Closing).

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(b) The obligations of the Company to consummate the Closing are also subject to the satisfaction or valid waiver by the Company of the additional conditions that, on the Closing Date:

(i) all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct and complete in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct and complete in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct and complete in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of Subscriber contained in this Subscription Agreement as of the Closing Date;

(ii) Subscriber shall have delivered the Purchase Price to the Escrow Agent in compliance with the terms of this Subscription Agreement; and

(iii) Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.

(c) The obligations of Subscriber to consummate the Closing are also subject to the satisfaction or valid waiver by Subscriber of the additional conditions that, on the Closing Date:

(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct and complete in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined in the Transaction Agreement), which representations and warranties shall be true and correct and complete in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct and complete in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct and complete in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations, warranties and agreements contained in this Subscription Agreement as of the Closing Date;

(ii) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing;

(iii) except where the failure to so obtain or make would not prevent the Company from consummating the transactions contemplated hereby, including the issuance and sale of the Shares to Subscriber, all consents, waivers, authorizations or orders of, any notice required to be made to, and any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including the U.S. Exchange and any stockholder approval required by applicable rules and regulations of the U.S. Exchange) or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Shares) required to be made in connection with the issuance and sale of the Shares shall have been obtained or made;

(iv) there has not occurred any Material Adverse Effect since the date of this Subscription Agreement that is continuing, which the parties to the Transaction Agreement have not waived; and

(v) the ADSs shall have been approved for listing on the U.S. Exchange, subject to official notice of issuance.

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4. CompanyRepresentations and Warranties. The Company represents and warrants to Subscriber that:

(a) The Company is a limited liability company (Fi. osakeyhtiö), duly organized and validly existing under the laws of Finland. The Company has the requisite corporate power and authority to own, lease and operate its properties, if any, and carry on its businesses as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement and the Transaction Agreement, except where the failure to have such power or authority would not have a Material Adverse Effect on the Company.

(b) All corporate actions required to be taken by the Company’s board of directors and shareholder(s) in order (i) to authorize the Company to enter into this Subscription Agreement and the Transaction Agreement has been taken, and (ii) to issue the Shares at the Closing as of the Closing Date, will have been taken, in each case, by the Company’s board of directors and/or shareholders. Each of this Subscription Agreement and the Transaction Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, (ii) principles of equity, whether considered at law or equity and (iii) except as rights to indemnity and contribution may be limited by applicable law.

(c) Upon Closing, the Shares or the ADSs will have been duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance with the terms of this Subscription Agreement, the Shares will be free and clear of any liens or other restrictions whatsoever (other than any liens or restrictions created by Subscriber or imposed by applicable securities laws) in accordance with the terms of this Subscription Agreement, and will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company’s articles of association (as in effect at such time of issuance), applicable law or any contract or agreement to which the Company is a party.

(d) As of the date hereof, the Company’s authorized share capital is EUR 2,500 divided into 1,627,886 shares of which 1,586,301 are outstanding with no nominal value, comprised of (i) 301,837 Ordinary Shares, of which 301,837 are outstanding, (ii) 291,090 series seed preferred shares, of which 291,090 are outstanding, (iii) 134,457 series A1 preferred shares, of which 117,206 are outstanding, (iv) 306,271 series A2 preferred shares, of which 281,937 are outstanding, and (v) 594,231 series B preferred shares, of which 594,231 are outstanding. All of the Company’s outstanding shares will, as of the Closing Date, be, duly authorized, validly issued, fully paid and non-assessable and are not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Finnish Limited Liability Companies Act (Fi. osakeyhtiölaki) (624/2006, as amended) (the “Finnish Companies Act”), the articles of association of the Company (as may be amended) or any contract or agreement to which the Company is a party. None of the outstanding Ordinary Shares of the Company have been issued in violation of any applicable securities laws. Except as set forth above in this Subscription Agreement, the Transaction Agreement and the other agreements and arrangements referred to therein, as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any equity interests in the Company or securities convertible into or exchangeable or exercisable for such equity interests. As of the date hereof, there are no shareholders’ agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any securities of the Company other than as contemplated by the Transaction Agreement. There are no securities or instruments issued by or to which the Company or its affiliates is a party containing anti-dilution or similar provisions that will be triggered, and not fully waived by the holder of such securities or instruments pursuant to a written agreement or consent, by the issuance of the Shares.

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(e) Assuming the accuracy of Subscriber’s representations and warranties in Section 5 in all material respects, the execution, delivery and performance of this Subscription Agreement and the Transaction Agreement and the consummation by the Company of the transactions that are the subject of this Subscription Agreement (including the issuance and sale of the Shares) and the Transaction Agreement in compliance herewith will be done in accordance with the rules of the U.S. Exchange, and none of the foregoing will result in (i) a material breach or material violation of any of the terms or provisions of, or constitute a material default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, license, lease or any other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company is subject, which would have a Material Adverse Effect on the Company or materially affect the validity of the Shares or the legal authority or ability of the Company to perform in all material respects its obligations under this Subscription Agreement or the Transaction Agreement; (ii) any material violation of the provisions of the organizational documents of the Company; or (iii) any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties that would have a Material Adverse Effect on the Company.

(f) Other than with J.P. Morgan Securities LLC and TD Securities (USA) LLC, in their capacity as placement agents (each, a “PlacementAgent” and collectively, the “Placement Agents”), the Company has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Subscription Agreement, including for which Subscriber would be reasonably expected to become liable (it being understood that Subscriber will effectively bear its pro rata share of any such expense indirectly as a result of its investment in the Company).

(g) The Company is not, and immediately after receipt of payment for the Shares, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(h) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5 in all material respects, in connection with the offer, sale and delivery of the Shares in the manner contemplated by this Subscription Agreement, it is not necessary to register the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The Shares (i) were not offered to Subscriber by any form of general solicitation or general advertising, including methods described in Section 502(c) of Regulation D under the Securities Act and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws, or, if applicable, Finnish Securities Markets Act (Fi. arvopaperimarkkinalaki) (746/2012, as amended) (the “FSMA”) or Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the “EU Prospectus Regulation”).

(i) On or after the date hereof, the Company or its affiliates may enter into other subscription agreements or similar agreements (collectively, “Other Subscription Agreements”) with any other subscribers (collectively, “Other Subscribers”) for Ordinary Shares (or other securities). Other than the Other Subscription Agreements and the Transaction Agreement, the Company has not entered into any similar agreement with any Other Subscriber in connection with the Offering. The Other Subscription Agreements reflect the same Purchase Price, and no Other Subscription Agreement includes terms and conditions that are materially more advantageous to any such Other Subscriber than Subscriber hereunder, unless Subscriber has been offered the substantially similar benefits, and such Other Subscription Agreements have not been amended, modified or waived in any material respect following the date of this Subscription Agreement unless Subscriber has been offered a substantially similar amendment.

(j) Except for such matters as have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or materially affect the validity of the Shares or the legal authority or ability of the Company to perform in all material respects its obligations under this Subscription Agreement or the Transaction Agreement, as of the date hereof, there is no (i) action, suit, claim or other proceeding by or before any governmental or other regulatory or self-regulatory agency, entity or body with authority or jurisdiction over the Company, pending, or, to the knowledge of the Company, threatened in writing against the Company, or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Company.

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(k) The Company is not required to obtain any material consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance of this Subscription Agreement, including the issuance of the Shares (other than (i) filings required by the Securities Act or the rules of the U.S. Securities and Exchange Commission (the “SEC”), (ii) filings required by applicable state securities laws or the Finnish Companies Act, (iii) the filings required in accordance with Section 6, (iv) consents or notices required for the consummation of the Transaction as contemplated by the Transaction Agreement, (v) those required by the U.S. Exchange, (vi) compliance with and filings pursuant to applicable antitrust or other competition laws, and (vii) consents or other approvals, waivers or authorizations required for the consummation of the transactions contemplated by this Subscription Agreement that the Company reasonably expects to receive on or prior to the Closing), in each case, other than those the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

(l) Neither the Company nor any person acting on its behalf has, directly or indirectly, at any time within the past 30 calendar days, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale by the Company as contemplated hereby or the other securities as contemplated by the Other Subscription Agreements or (ii) cause the offering of the Shares pursuant to this Subscription Agreement or the other securities pursuant to the Other Subscription Agreements to be integrated with any prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval provisions. Neither the Company nor any person acting on its behalf (other than the Placement Agents and their respective persons acting on their behalf in such capacity), has offered or sold or will offer or sell any securities, or has taken or will take any other action, which would reasonably be expected to subject the offer, issuance or sale of the Shares or the other securities, as contemplated pursuant to this Subscription Agreement to the registration provisions of the Securities Act.

(m) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “DisqualificationEvent”) is applicable to the Company.

(n) The Company is in compliance with all applicable laws, except where such non-compliance would not be reasonably likely to have a Material Adverse Effect on the Company. The Company has not received any written communication from a governmental authority that alleges that the Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

(o) Upon consummation of the Transaction, it is intended that the ADSs will be registered pursuant to Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and will be listed for trading on the U.S. Exchange, and the ADSs will be approved for listing on the U.S. Exchange, subject to official notice of issuance.

(p) Neither the Company nor any of its controlled affiliates (i) is, or will be at or immediately after the Closing, a person of a country of concern, as such term is defined in 31 C.F.R. § 850.221 (a “Covered Person”), (ii) directly or indirectly hold, or will hold at or immediately after the Closing, a board seat on, a voting or equity interest in, or any contractual power to direct or cause the direction of the management or policies of, any Covered Person or (iii) is engaged, or has plans to engage, or will be engaged at or immediately after the Closing, directly or indirectly, in a “covered activity,” as such term is defined in 31 C.F.R. § 850.208.

(q) The Company understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by Subscriber.

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5. SubscriberRepresentations, Warranties and Covenants. Subscriber represents and warrants to the Company as follows, and makes the following covenants:

(a) Subscriber is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below:

(i) Applicable to U.S. investors: At the time Subscriber was offered the Shares, it was, and as of the date hereof, Subscriber is (A) (i) a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9) and (12) of Regulation D under the Securities Act) as indicated in the questionnaire attached as Exhibit A hereto and (ii) a “qualified investor” as defined under Article 2 of the EU Prospectus Regulation, and (B) is not an underwriter (as defined in Section 2(a)(11) of the Securities Act) and is acquiring the Shares only for its own account and not for the account of others, and not on behalf of any other account or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. Subscriber is not an entity formed for the specific purpose of acquiring the Shares.

(ii) Applicable to non-U.S. investors (including Finnish investors): Subscriber acknowledges and agrees that the sale of the Shares is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). Subscriber is not a U.S. Person (as defined in Regulation S), it is acquiring the Shares in an offshore transaction in reliance on Regulation S, and it has received all the information that it considers necessary and appropriate to decide whether to acquire the Shares hereunder outside of the United States. Subscriber is a “qualified investor” as defined under Article 2 of the EU Prospectus Regulation. Subscriber is not relying on any statements or representations made in connection with the transactions contemplated hereby other than the representations contained in this Subscription Agreement. Subscriber acknowledges and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein.

(b) Subscriber acknowledges and agrees that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares delivered at the Closing will not have been registered under the Securities Act or qualified by prospectus under the FSMA or the EU Prospectus Regulation. Subscriber acknowledges and agrees that Shares sold to Subscribers that are U.S. investors shall be sold pursuant to an exemption from registration under the Securities Act may not be resold, transferred, pledged or otherwise disposed of by such Subscriber absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof or (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates (if any) or any book-entry shares representing the Shares delivered at the Closing to Subscribers that are U.S. investors may contain a legend or restrictive notation to such effect. Subscriber acknowledges that such Shares will not immediately be eligible for resale pursuant to Rule 144 promulgated under the Securities Act (“Rule144”). Subscriber acknowledges and agrees that such Shares, until registered under an effective registration statement, will be subject to transfer restrictions (regardless of whether or not the shares contain a restrictive legend) and, as a result of these transfer restrictions, Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in such Shares for an indefinite period of time. Subscriber acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Shares. Subscriber understands that the Offering of the Shares hereunder meets the exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J). Subscriber (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Shares. Accordingly, Subscriber understands that the Offering meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).

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(c) If, in the future, the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, or any economic interest therein, Subscriber acknowledges and agrees that such Shares or any economic interest therein may be offered, sold, pledged or otherwise transferred only: (i) in compliance with Regulation S under the Securities Act; (ii) to a person whom the beneficial owner and/or any person acting on its behalf reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A under the Securities Act; or (iii) in accordance with Rule 144 (if available), in each case in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. The Subscriber (i) understands that none of the Company, the Placement Agents, any of their affiliates or other persons acting on their behalf makes any representation to the Subscriber as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Shares and (ii) agrees to notify any transferee to whom the Subscriber subsequently offers, sells, pledges or otherwise transfers any of the Shares pursuant to Rule 144A of the restrictions on transfer set forth in this Section 5(c). The Company acknowledges and agrees that, notwithstanding anything herein to the contrary, the Shares may be pledged by Subscriber, e.g., in connection with a bona fide margin agreement, and the Subscriber effecting a pledge of Shares shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Subscription Agreement. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Shares may reasonably request in connection with such pledge of Shares by the Subscriber.

(d) Subscriber acknowledges and agrees that Subscriber is purchasing Shares directly from the Company. Subscriber further acknowledges that, other than those representations, warranties, covenants and agreements of the Company included in this Subscription Agreement, there have been no representations, warranties, covenants and agreements made to Subscriber by the Company, RAAQ, the Placement Agents or their respective officers or directors or other Representatives (as defined below), or any other party to the Transaction, person or entity, expressly or by implication. Except for the representations, warranties and agreements of the Company expressly set forth in this Subscription Agreement, Subscriber is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, including all business, legal, regulatory, accounting, credit and tax matters; provided, that neither the due diligence investigation conducted by Subscriber in connection with making its decision to acquire the Shares nor any representations and warranties made by Subscriber herein shall modify, amend or affect Subscriber’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein.

(e) Neither the Subscriber nor any of its officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function, is (i) a person named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFACList”), or a person prohibited by any OFAC sanctions program, or any similar list of sanctioned persons administered by the European Union or the United Kingdom (collectively, “Sanctions Lists”), (ii) directly or indirectly 50% or more owned or otherwise controlled by, or acting on behalf of, one or more persons that are named on the Sanctions Lists, (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, and the Crimea, Donetsk, Luhansk and Zaporizhzhia regions of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European Union or the United Kingdom, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Subscriber”). Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Subscriber is permitted to do so under applicable law. If Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against the Sanctions Lists. To the extent required, it maintains procedures that it reasonably believes to be in compliance with sanctions programs administered by the United States, the European Union and the United Kingdom, and it shall comply with such sanctions programs to which it is legally subject and with which it is legally obligated to comply. To the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Subscriber.

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(f) Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, Subscriber acknowledges that it has received and reviewed (to the extent that Subscriber deems it necessary) the following items (collectively, the “Disclosure Documents”): (i) the final prospectus of RAAQ, dated as of April 30, 2025 (File No. 333-284777) (the “IPO Prospectus”), (ii) each SEC Report filed by RAAQ with the SEC following the filing of the IPO Prospectus through the date of this Subscription Agreement, (iii) the Transaction Agreement, and (iv) the investor presentation by the Company (the “Investor Presentation”). Subscriber understands the significant extent to which certain of the disclosures contained in items (i) and (ii) above shall not apply following the Transaction Closing. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask the Company’s management questions, receive such answers and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. Subscriber acknowledges and agrees that neither Placement Agent nor any of their respective affiliates have provided Subscriber with any information, recommendation or advice with respect to the Shares nor is such information, recommendation or advice necessary or desired. Neither Placement Agent nor any of their respective affiliates have made or makes any representation as to the Company or the quality of the Shares. The Placement Agents and each of their respective members, directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or any Shares or the accuracy, completeness or adequacy of any information supplied to Subscriber by the Company. In connection with the issuance of the Share to Subscriber, Subscriber agrees and acknowledges that the Placement Agents are acting as the Company’s placement agent in connection with the transactions contemplated by this Agreement and neither of the Placement Agents nor any of their respective affiliates have acted as a financial advisor or fiduciary to Subscriber. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by the Placement Agents or any of their respective affiliates or any of their control persons, officers, directors and employees, in making its investment or decision to invest in the Company, provided that such acknowledgment shall not limit any rights of the Subscriber in respect of a fraudulent statement, representation or warranty. Subscriber has conducted its own investigation of the Company and the Shares and Subscriber has made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Shares. Subscriber acknowledges that Subscriber shall be responsible for any of Subscriber’s tax liabilities that may arise as a result of the transactions contemplated by this Subscription Agreement, and that none of the Company, RAAQ, the Placement Agents or their respective affiliates or advisors have provided any tax advice or any other representations or guarantee regarding the tax consequence of the transactions contemplated by this Subscription Agreement. Subscriber acknowledges that it has reviewed the documents made available to Subscriber by the Company to the extent that Subscriber deems it necessary. Subscriber further acknowledges that the information contained in the Disclosure Documents is subject to change, and that any changes to the information contained in the Disclosure Documents, including any changes based on updated information or changes in terms of the Transaction, shall in no way affect Subscriber’s obligation to purchase the Shares hereunder, except as otherwise provided herein, and that, in purchasing the Shares, Subscriber is not relying upon any projections contained in the Investor Presentation.

(g) Subscriber became aware of the Offering of the Shares solely by means of direct contact between Subscriber and the Company, RAAQ or the Placement Agents, or a representative of the Company, RAAQ or the Placement Agents, and the Shares were offered to Subscriber solely by direct contact between Subscriber and the Company, RAAQ or the Placement Agent, or a representative of the foregoing. Subscriber acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) to the Company’s knowledge, are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws. Subscriber has a pre-existing relationship with the Company, RAAQ or one or more of their respective affiliates or advisors, including the Placement Agents. Neither Subscriber, nor any of its directors, officers, employees, agents, shareholders or partners, has either directly or indirectly, including through a broker or finder, (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with the Offering.

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(h) Subscriber acknowledges that (i) the Placement Agents, RAAQ or the Company and their respective Representatives hereafter may come into possession of, information regarding the Company that is material non-public information, including material facts and material changes which have not been generally disclosed, and is not known to Subscriber (“Excluded Information”), (ii) Subscriber has determined to enter into this Subscription Agreement to purchase the Shares notwithstanding Subscriber’s lack of knowledge of the Excluded Information, provided, however, that the foregoing shall not limit any claims Subscriber may have against the Company or RAAQ for fraud, willful misconduct, or intentional misrepresentation, and (iii) none of the Placement Agents, RAAQ nor the Company shall have liability to Subscriber, and Subscriber hereby waives and releases any claims Subscriber may have against Placement Agents, RAAQ and/or the Company, to the extent permitted by law and subject to the foregoing carve-out, with respect to the nondisclosure of the Excluded Information (save for any fraudulent non-disclosure of the Excluded Information).

(i) Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Investor Presentation. Subscriber is able to fend for itself in the transactions contemplated herein and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary to make an informed investment decision. Subscriber (i) is a sophisticated investor, experienced in investing in private placement transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and (ii) has exercised independent judgment in evaluating its participation in the purchase of the Shares. Subscriber has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Shares and participation in the Offering (i) are consistent with its financial needs, objectives and condition, (ii) comply and are consistent with the relevant investment policies, guidelines and other restrictions applicable to Subscriber, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not materially violate or constitute a default under Subscriber’s organizational or constituent documents or under any applicable law, rule, regulation, agreement or other obligation by which Subscriber is bound in any material respects and (v) are a fit, proper and suitable investment for Subscriber, notwithstanding the substantial risks inherent in investing in or holding the Shares. Subscriber will not look to the Placement Agents for all or part of any such loss or losses Subscriber may suffer, provided, however, that the foregoing shall not limit any claims Subscriber may have against the Company or RAAQ for fraud, willful misconduct, or intentional misrepresentation. Subscriber represents that: (i) it is able to sustain a complete loss on its investment in the Shares; (ii) has no immediate need for liquidity with respect to its investment in the Shares; and (iii) has no reason to anticipate any change in circumstances, financial or otherwise, which may cause or require any sale or distribution of all or any part of the Shares.

(j) Alone, or together with any professional advisor(s), Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Company. Subscriber acknowledges specifically that the possibility of total loss of the Aggregate Purchase Price exists. Subscriber further acknowledges that it has not relied (and disclaims reliance) on any statements or other information provided by or on behalf of any Placement Agent or any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing concerning the Company, RAAQ, the Transaction Agreement, this Subscription Agreement or the transactions contemplated under this Subscription Agreement or the Transaction Agreement, the Shares or the offer and sale of the Shares, provided that such acknowledgment shall not limit any rights of the Subscriber in respect of a fraudulent statement or fraudulent provision of information. Subscriber agrees that none of the Placement Agents, their respective affiliates or any of their control persons, officers, directors or employees, shall be liable (including, without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such person or entity), whether in contract, tort or otherwise, or have any liability or obligation to Subscriber, or any person claiming through Subscriber, pursuant to this Agreement or related to the private placement of the Shares, the negotiation hereof or the subject matter hereof, or the transactions contemplated hereby, for any action heretofore or hereafter taken or omitted by any of them in connection with Subscriber’s purchase of the Shares other than in case of fraud, fraudulent misrepresentation or willful misconduct by Placement Agents, their respective affiliates or any of their control persons, officers, directors or employees.

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(k) In making its decision to purchase the Shares, Subscriber has relied solely upon independent investigation made by Subscriber and the representations and warranties of the Company expressly set forth in Section 4 hereof. Subscriber acknowledges and agrees that Subscriber has (i) received, reviewed and understood the offering materials made available to Subscriber in connection with the Offering, (ii) had access to, and an adequate opportunity to review, financial and other information as Subscriber deems necessary in order to make an investment decision with respect to the Shares, (iii) had the opportunity to ask questions of and receive answers from the Company, and (iv) conducted and completed Subscriber’s own independent due diligence with respect to the Transaction.

(l) Subscriber understands and agrees that no federal, state, or other agency has passed upon or endorsed the merits of the Offering or made any findings or determination as to the fairness of this investment or the accuracy or adequacy of the Disclosure Documents. Subscriber acknowledges that none of the Placement Agents has prepared any of the Disclosure Documents.

(m) If an entity, Subscriber has been duly formed or incorporated and is validly existing in good standing (or the equivalent thereof if and to the extent that “good standing” is not recognized under the laws of such jurisdiction) under the laws of its jurisdiction of incorporation or formation. Subscriber has the power and authority to enter into, deliver and perform Subscriber’s obligations under this Subscription Agreement.

(n) The execution, delivery and performance by Subscriber of this Subscription Agreement are within the powers of Subscriber, have been duly authorized and will not constitute or result in a breach or default under or conflict with any law, statute, rule or regulation applicable to Subscriber, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, in any material respects, to which Subscriber is a party or by which Subscriber is bound, and, if Subscriber is not an individual, will not violate any provisions of Subscriber’s organizational documents. The signature on this Subscription Agreement, whether original, electronic, or transmitted electronically, is valid and binding, and the signatory, if Subscriber is an individual, has legal competence and capacity to execute the same or, if Subscriber is not an individual the signatory has been duly authorized to execute the same, and, upon its due execution by the parties hereto, this Subscription Agreement constitutes a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms.

(o) (1) Subscriber is not, nor, to the extent it has them, any of its equity holders, managers, general or limited partners, directors, affiliates or executive officers are not, a “covered person” as described in Rule 506(d)(1) under the Securities Act, or (2) if Subscriber, and to the extent it has them, any of its equity holders, managers, general or limited partners, directors, affiliates or executive officers, are a covered person, none of them are subject to any Disqualification Events, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). Subscriber has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. The acquisition of Shares by Subscriber will not subject the Company to any Disqualification Event.

(p) Subscriber acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to the Company.

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(q) Subscriber has, and on each date any portion of the Aggregate Purchase Price would be required to be funded to the Company pursuant to this Subscription Agreement will have, sufficient immediately available funds to pay the Aggregate Purchase Price.

(r) Other than with respect to its affiliates, Subscriber is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) acting for the purpose of acquiring, holding, voting or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

(s) If, solely for purposes of clause (i) below, Subscriber is an employee benefit plan that is subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or Section 4975 of the Code, Subscriber represents and warrants that (i) neither the Company, nor any of its respective affiliates has acted as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Shares, and none of the Company or any of its respective affiliates shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Shares and (ii) the acquisition and holding of the Shares by Subscriber or any affiliate thereof will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code, or any applicable similar law.

(t) Subscriber understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by the Company.

(u) Subscriber acknowledges that J.P. Morgan Securities LLC is acting as financial advisor to the Company in connection with the Transaction. Subscriber further acknowledges that no Placement Agent is acting as an underwriter or will otherwise be construed as a fiduciary for Subscriber in connection with the Transaction.

(v) Subscriber is not under any binding obligation, either on the date hereof or on the Closing, to sell, exchange or otherwise dispose of the Shares acquired pursuant to this Subscription Agreement, other than binding commitments it may have to transfer and/or pledge such Shares to a prime broker under and in accordance with its prime brokerage agreement with such broker.

(w) Notwithstanding anything to the contrary herein, nothing in this Subscription Agreement shall prohibit Subscriber from (i) entering into hedging transactions with respect to the securities of the Company or RAAQ, including, but not limited to, purchasing put options, entering into swap agreements, or engaging in short sales with respect to any securities other than the securities to be acquired in this Offering, or (ii) lending any securities to third parties, provided that Subscriber shall remain obligated to deliver the Aggregate Purchase Price and consummate the Closing in accordance with the terms hereof.

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6. RegistrationRights.

(a) The Company agrees that, within thirty (30) calendar days after the Transaction Closing (the “FilingDeadline”), it will file or confidentially submit with the SEC a registration statement (the “RegistrationStatement”) registering the resale of ADSs (“Registrable ADSs”) representing the Shares (“Registrable Shares”) that are not eligible for resale without an effective registration statement covering the resale of such Shares (or corresponding ADSs) or without an available exemption from registration under the Securities Act allowing the resale of such Shares (or corresponding ADSs) without limitation, and shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof. For the avoidance of doubt, all Shares issued and sold to U.S. Subscribers pursuant to this Agreement shall be Registrable Shares. The Company will use its commercially reasonable efforts to cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain effective and free of any material misstatement or omission with respect to the Registrable ADSs until the earliest of (i) two years from the issuance of the Registrable Shares, (ii) the date on which Subscriber ceases to hold the Registrable Shares (or corresponding Registrable ADSs) covered by such Registration Statement, or (iii) the first date on which Subscriber can sell all of its Registrable Shares (or corresponding Registrable ADSs) under Rule 144 without limitation as to the manner of sale or the amount of such securities that may be sold. For as long as the Registration Statement shall remain effective pursuant to the immediately preceding sentence, the Company shall use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell Registrable Shares (or corresponding Registrable ADSs) pursuant to the Registration Statement or Rule 144 under the Securities Act (when resales under Rule 144 under the Securities Act become available with respect to the Shares), as applicable, qualify Registrable ADSs for listing on the applicable stock exchange on which the ADSs are then listed, and update or amend the Registration Statement as necessary to include the Registrable ADSs. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 under the Exchange Act, of securities of the Company to the Company (or its successor) upon reasonable request to assist the Company in making the determination described above. The Company’s obligations to include the Registrable ADSs in the Registration Statement are contingent upon Subscriber furnishing in writing such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of Registrable ADSs as shall be reasonably requested by the Company to effect the registration of the resale of Registrable ADSs, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations, provided that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Shares (or corresponding Registrable ADSs). If the SEC prevents the Company from including any or all of the Registrable ADSs proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Company securities by the applicable shareholders or otherwise, (A) such Registration Statement shall register for resale such number of the Company securities which is equal to the maximum number of securities as is permitted by the SEC and (B) the number of the Company securities to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders and as promptly as practicable after being permitted to register additional Shares under Rule 415 under the Securities Act, the Company shall amend the Registration Statement or file a new Registration Statement (such amendment or new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register Registrable ADSs not included in the initial Registration Statement and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section 6. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw from the Registration Statement. For purposes of clarification, any failure by the Company to file the Registration Statement by the Filing Deadline shall not otherwise relieve the Company of its obligations to cause the Company to file the Registration Statement or effect the registration of Registrable ADSs set forth in this Section 6. For as long as Subscriber holds Registrable Shares issued pursuant to this Subscription Agreement (or in the case of Registrable ADSs, issued in exchange of Registrable Shares issued pursuant this this Subscription Agreement), the Company will use commercially reasonable efforts to (A) make and keep public information available, as those terms are understood and defined in Rule 144, (B) file in a timely manner all reports and other documents with the SEC required under the Exchange Act, as long as the Company remains subject to such requirements, and (C) provide all customary and reasonable cooperation necessary, in each case, to enable Subscriber to resell the Registrable Shares (or corresponding Registrable ADSs) pursuant to the Registration Statement or Rule 144 (when Rule 144 becomes available to Subscriber), as applicable.

(b) During a period of 90 days from the effective date of the Registration Statement, the Company will not issue any equity securities other than (i) any Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the effective date of the Registration Statement, (ii) any Ordinary Shares issued or options to purchase Ordinary Shares or other equity awards covering Ordinary Shares granted pursuant to employee benefit plans of the Company, (iii) any Ordinary Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan, (iv) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company, (v) the issuance of Ordinary Shares, equity awards or securities convertible into or exercisable or exchangeable for Ordinary Shares in connection with (A) the acquisition of the securities, business, property or other assets of another person or pursuant to any employee benefit plan assumed in connection with any such acquisition, (B) joint ventures, (C) commercial relationships, or (vi) other strategic transactions with a bona fide business purpose, including a potential listing on Nasdaq Helsinki Ltd, provided that the aggregate number of Ordinary Shares, equity awards and Ordinary Shares issuable upon the conversion, exercise or exchange of securities (on an as converted or as exercised basis, as the case may be) issued pursuant to this clause (vi) shall not exceed 10% of the total number of Ordinary Shares issued and outstanding on the effective date of the Registration Statement. For purposes of this Section 6(b), references to Ordinary Shares shall be deemed to include ADSs representing such Ordinary Shares.

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(c) The Company shall, at its sole expense, advise Subscriber as promptly as practicable, and in any event, within five (5) business days: (i) when a Registration Statement or any amendment thereto has been filed with the SEC and when a Registration Statement or any post-effective amendment thereto has become effective; (ii) after it shall have received notice or obtained knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable ADSs included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iv) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein do not include any untrue statements of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading; provided, however, that the Company shall not be required to disclose the details of such event. Upon the occurrence of any event contemplated in the foregoing clause (iv), except for such times as the Company is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Company agrees that it shall, as soon as practicable, use its commercially reasonable efforts to prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of Registrable ADSs included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(d) The Company may delay filing or suspend the use of any such registration statement if it determines in good faith that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company (each such circumstance, a “SuspensionEvent”); provided, that the Company shall use commercially reasonable efforts to make such registration statement available for the sale by Subscriber of Registrable ADSs as soon as practicable thereafter. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period that the Registration Statement is effective, or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that it will (i) immediately discontinue offers and sales of Registrable ADSs under the Registration Statement until Subscriber receives (A) (x) copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and (y) notice that any post-effective amendment has become effective or (B) notice from the Company that it may resume such offers and sales, and (ii) maintain the confidentiality of any information included in such written notice delivered by the Company except (A) for disclosure to Subscriber’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as otherwise required by applicable law or subpoena. If so directed by the Company, Subscriber will deliver to the Company or destroy all copies of the prospectus covering Registrable ADSs in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering Registrable ADSs shall not apply to (i) the extent Subscriber is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (ii) copies stored electronically on archival servers as a result of automatic data back-up.

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(e) Subscriber may deliver written notice (an “Opt-Out Notice”) to the Company requesting that Subscriber not receive notices from the Company otherwise required by Section 6; provided, however, that Subscriber may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) the Company shall not deliver any such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to Subscriber’s intended use of an effective Registration Statement, Subscriber will notify the Company in writing at least two business days in advance of such intended use, and if a notice of a Suspension Event was previously delivered (or would have been delivered but for the provisions of this Section 6(e)) and the related suspension period remains in effect, the Company will so notify Subscriber, within one (1) business day of Subscriber’s notification to the Company, by delivering to Subscriber a copy of such previous notice of Suspension Event, and thereafter will provide Subscriber with the related notice of the conclusion of such Suspension Event immediately upon its availability.

(f) From and after the Closing, the Company agrees to indemnify and hold Subscriber, each person, if any, who controls Subscriber within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of Subscriber within the meaning of Rule 405 under the Securities Act, and each broker, placement agent or sales agent to or through which Subscriber effects or executes the resale of any Registrable Shares or Registrable ADSs (collectively, the “Subscriber Indemnified Parties”), harmless against any and all losses, claims, damages and liabilities (including any reasonable out-of-pocket legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (collectively, “Losses”) incurred by Subscriber Indemnified Parties directly that are (i) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Registrable Shares or Registrable ADSs s (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or (ii) caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, except, in the cases of both (i) and (ii), to the extent insofar as the same are (A) caused by or contained in any information or affidavit so furnished in writing to the Company by Subscriber for use therein, (B) in connection with any failure of such person to deliver or cause to be delivered a prospectus in a timely manner, (C) as a result of offers or sales effected by or on behalf of any person by means of a freewriting prospectus (as defined in Rule 405 under the Securities Act) that was not authorized in writing by the Company, or (D) in connection with any offers or sales effected by or on behalf of Subscriber in violation of this Subscription Agreement. Notwithstanding the forgoing, the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned). The Company shall notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 6 of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party.

(g) If the Company files the Registration Statement without affording Subscriber the opportunity to review and comment on the same as required by Section 6(a) herein or the Company subsequently withdraws the filing of the Registration Statement for reasons other than at the request of Subscriber to withdraw the Registration Statement, the Company shall be deemed to have not satisfied this clause (i) as of the filing date), or (ii) a Registration Statement registering for resale all of the Shares included in such Registration Statement is not declared effective by the SEC by the Filing Deadline of the initial Registration Statement filed pursuant to this Subscription Agreement becomes effective, or (iii) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Shares included in such Registration Statement, or Subscriber is otherwise not permitted to utilize the prospectus therein to resell such Shares, except as permitted by Section 6(d) hereof (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) and (ii), the date on which such Event occurs, and for purpose of clause (iii) the date on which the suspension of the prospectus exceeds the time permitted under Section 6(d) hereof, being referred to as an “Event Date”), then, in addition to any other rights Subscriber may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to Subscriber an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate purchase price paid by Subscriber pursuant to this Subscription Agreement. The parties agree that the maximum aggregate liquidated damages payable to Subscriber under this Subscription Agreement shall be 10.0% of the aggregate purchase price paid by Subscriber pursuant to this Subscription Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section 6(g) in full within five days after the date payable, the Company will pay interest thereon at a rate of 15.0% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to Subscriber, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

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(h) To the extent Subscriber is identified as a selling stockholder in the Registration Statement or any other registration statement which covers the Registrable Shares or Registrable ADSs, Subscriber agrees to, severally and not jointly with any Other Subscriber in the Offering contemplated hereby or any other selling shareholders using the applicable registration statement, indemnify and hold the Company, and the officers, employees, directors, partners, members, attorneys and agents of the Company, each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Company within the meaning of Rule 405 under the Securities Act (collectively, the “Company Indemnified Parties”), harmless against any and all Losses incurred by Company Indemnified Parties directly that are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Registrable Shares or Registrable ADSs (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, in each case to the extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by Subscriber expressly for use therein. In no event shall the liability of Subscriber under this Section 6(h) be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Registrable Shares or Registrable ADSs giving rise to such indemnification obligation. Notwithstanding the forgoing, Subscriber’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of Subscriber (which consent shall not be unreasonably withheld, delayed or conditioned).

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7. Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof (save for any obligations of the Company in respect of the return of any monies paid by the Subscriber in connection herewith), upon the earliest to occur of: (a) the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement; (b) such date and time as the Transaction Agreement is terminated in accordance with its terms; (c) if any of the conditions to Closing set forth in Section 3 are not satisfied or waived as of the Closing Date and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be and are not consummated as of the date of the Transaction Closing; or (d) written notice by either (x) the Company to Subscriber or (y) Subscriber to the Company, if the transactions contemplated by this Subscription Agreement are not consummated on or prior to the Outside Date (as defined in the Business Combination Agreement); provided that (i) nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach, and (ii) the provisions of Sections ‎7 through 10 of this Subscription Agreement will survive any termination of this Subscription Agreement and continue indefinitely. The Company shall notify Subscriber of the termination of the Transaction Agreement promptly after the termination of such agreement. Upon the termination of this Subscription Agreement in accordance with this Section 7, any monies paid by Subscriber to the Company for the Aggregate Purchase Price hereunder shall be promptly (and in any event within three business days) returned to Subscriber, without any deduction for or on account of any tax withholding except as required by law, charges or set-off.

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8. TrustAccount Waiver. Subscriber hereby represents and warrants that it has read the IPO Prospectus (to the extent Subscriber deems it necessary) and understands that RAAQ has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain private placements occurring simultaneously with its IPO (including interest accrued from time to time thereon) for the benefit of RAAQ’s public shareholders (the “PublicShareholders”), and that, except as otherwise described in the IPO Prospectus, RAAQ may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their shares in connection with the consummation of RAAQ’s initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”), (b) to the Public Shareholders if RAAQ fails to consummate a Business Combination within 18 months after the closing of its IPO (or 21 months after the closing of its IPO if RAAQ has executed a definitive agreement for a Business Combination within 18 months after the closing of its IPO), subject to extension by amendment to RAAQ’s organizational documents (the “Completion Window”), (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes, and up to $100,000 in liquidation and dissolution expenses, (d) as directed by RAAQ after or concurrently with the consummation of a Business Combination or (e) to the Public Shareholders in the event they elect to redeem and properly submit their shares in connection with a shareholder vote to amend RAAQ’s organizational documents to modify (A) the substance or timing of RAAQ’s obligations to allow redemption in connection with a Business Combination or to redeem 100% of its public shares if RAAQ has not consummated a Business Combination within the Completion Window or (B) any other material provisions relating to shareholder rights or pre-Business Combination activity. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) except for redemption and liquidation rights, if any, Subscriber and its affiliates may have in respect of any SPAC Class A Ordinary Shares (as defined in the Transaction Agreement) held by them or the release of proceeds from the Trust Account upon consummation of the Transaction, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability, and Subscriber further waives its right to any distributions from the Trust Account with respect to the Shares in the event of RAAQ’s liquidation (collectively, the “Released Claims”). Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with RAAQ or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and RAAQ to induce the Company to enter in this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To the extent Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company, RAAQ or any of their respective Representatives, which proceeding seeks, in whole or in part, monetary relief against the Company, RAAQ or any of their respective Representatives, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber or its affiliates (or any person claiming on any of their behaves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 8 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

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9. Miscellaneous.

(a) Neither this Subscription Agreement nor any rights or obligations that may accrue to Subscriber hereunder (other than the Shares acquired hereunder, if any, subject to applicable securities laws) may be transferred or assigned by Subscriber without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), and any purported transfer or assignment without such consent shall be null and void ab initio.

(b) The Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the eligibility of Subscriber to acquire the Shares, and Subscriber shall provide such information to the Company promptly upon such request, it being understood by Subscriber that the Company may without any liability hereunder reject Subscriber’s subscription prior to the Closing Date in the event Subscriber fails to provide such additional information requested by the Company to evaluate Subscriber’s eligibility or the Company determines that Subscriber is not eligible. The Company agrees to keep any such additional information confidential (except as may be required by applicable law or administrative or legal proceeding). On or prior to the Closing Date, the Company and Subscriber shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated by this Subscription Agreement.

(c) Subscriber acknowledges that the Company, RAAQ, the Placement Agents and others will rely on the acknowledgments, understandings, agreements, representations and warranties of Subscriber contained in this Subscription Agreement as if they were made directly to them. Prior to the Closing, Subscriber agrees to promptly notify the Company and the Placement Agents if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate such that the conditions set forth in Sections 3(b)(i) and 3(b)(ii) would not be satisfied as of the Closing Date. Subscriber agrees that the purchase by Subscriber of Shares from the Company will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by Subscriber as of the time of such purchase, unless such acknowledgments, understandings, agreements, representations and warranties herein have been given as of a certain date. Each of the Company and Subscriber acknowledges and agrees that RAAQ and each Placement Agent are third-party beneficiaries of the representations, warranties and covenants of the Company contained in Section 4 and Subscriber contained in Section 5 of this Subscription Agreement and its express rights set forth in Section 9, and that RAAQ is otherwise an express third-party beneficiary of this Subscription Agreement, entitled to enforce the terms hereof against Subscriber as if it was an original party hereto. Except as expressly set forth herein, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns. Prior to the Closing, the Company agrees to promptly notify Subscriber and the Placement Agents if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate in a manner that would have or would reasonably be expected to have a Material Adverse Effect on the Company.

(d) Each of the Company, RAAQ, and each Placement Agent is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Subscriber shall not issue any press release or make any other similar public statement with respect to the transactions contemplated hereby without the prior written consent of the Company (which may be given via email by authorized Representatives) (such consent not to be unreasonably withheld or delayed).

(e) All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.

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(f) This Subscription Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement of such modification, waiver, or termination is sought; provided, however, that no modification or waiver by the Company of the provisions of this Subscription Agreement prior to the Transaction Closing shall be effective without the prior written consent of Subscriber (other than modifications or waivers that are solely ministerial in nature or otherwise immaterial and do not affect any economic or any other material term of this Subscription Agreement). The Company shall notify Subscriber of any such amendments, modifications, waivers or terminations. No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or other exercise of any right, power or privilege hereunder. Section 4, Section 5, Section 9(c) and this Section 9(f) may not be amended, modified, terminated or waived in any manner that is material and adverse to the Placement Agents without the written consent of each Placement Agent.

(g) This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof (other than any confidentiality agreement entered into by the Company and Subscriber in connection with the Offering).

(h) This Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

(i) If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. Upon such determination that any provision is invalid, illegal or unenforceable, the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(j) This Subscription Agreement may be executed in two or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

(k) The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that the Company shall be entitled to specifically enforce Subscriber’s obligations to fund the subscription and the provisions of the Subscription Agreement, in each case, on the terms and subject to the conditions set forth herein. The parties hereto further acknowledge and agree: (A) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy; (B) not to assert that a remedy of specific enforcement pursuant to this Section 9(k) is unenforceable, invalid, contrary to applicable law or inequitable for any reason; and (C) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate.

(l) Each party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.

(m) Except where required to comply with applicable securities laws, without Subscriber’s prior written consent (which may be given via email by authorized Representatives of the Subscriber), the Company will not use or disclose the name of Subscriber or its affiliates or advisors or any information relating to Subscriber or this Subscription Agreement, other than to the Company’s lawyers, independent accountants and to other advisors and service providers who reasonably require such information in connection with the provision of services to such person, are advised of the confidential nature of such information and are obligated to keep such information confidential. Without Subscriber’s prior written consent, the Company shall not use the name of Subscriber or any of its affiliates or advisors in any press release issued by the Company or Current Report on Form 8-K filed by RAAQ with the SEC in connection with the Transaction Agreement or the execution and delivery of this Subscription Agreement and the filing of any related documentation by the Company or RAAQ with the SEC, except to the extent required by the federal securities laws, rules or regulations and to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the SEC, or under the U.S. Exchange.

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(n) This Subscription Agreement, and all actions or matters based hereon, or arising out of, under or in connection herewith, or any transaction contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles relating to conflict of laws that would result in the application of the laws of any other jurisdiction. Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state and federal courts seated in New York County, New York (and any appellate courts thereof) in any action or proceeding arising out of or relating to this Subscription Agreement, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other proceeding relating to the transactions contemplated by this Subscription Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 9(o). Nothing in this Section 9(n) shall affect the right of any party to serve legal process in any other manner permitted by law. Each party hereby knowingly, voluntarily and intentionally irrevocably waives the right to a trial by jury in respect to any litigation, dispute, claim, legal action or other legal proceeding based hereon, or arising out of, under, or in connection with, this Subscription Agreement or the transactions contemplated hereby.

(o) All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered by email, absent affirmative receipt of an automated notice of delivery failure from the recipient’s email server, during regular business hours of the recipient or, if delivered outside of regular business hours, the following business day, (iii) one business day after being sent, if sent by reputable, internationally recognized overnight courier service or (iv) three business days after being mailed, if sent by registered or certified mail, prepaid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company:

IQM Finland Oy

Keilaranta 19 D

FI-02150 Espoo

Finland

Attention: Jan Kürschner, Chief Financial Officer; Mark Falcon, General Counsel

Email: [***]

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

Borenius Attorneys Ltd

Eteläesplanadi 2

FI-00130 Helsinki

Finland

Attention: Juha Koponen; Eino Järnroos

E-mail: [***]

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

Cooley LLP

55 Hudson Yards

New York, New York 10001

Attention: Eric Blanchard and Peter Byrne

Email: [***]

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

Real Asset Acquisition Corp

174 Nassau Street

Suite 2100

Princeton, New Jersey 08542

Attention: Peter Ort

Email: [***]

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

Perkins Coie LLP

1155 Avenue of the Americas

22^nd^ Floor

New York, New York 10036

Attention: Elliott Smith

Email: [***]

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

Krogerus Attorneys Ltd

Fabianinkatu 9

00130 Helsinki

Finland

Attention: Tom Fagernäs

Email: [***]

Notice to Subscriber shall be given to the address underneath Subscriber’s name on the signature page hereto.

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(p) From and after the date hereof, the Company shall not, and shall cause each of its affiliates, representatives and agents to not, provide Subscriber or any of its affiliates, representatives or agents, with any material nonpublic information regarding the Company, any of its affiliates or any other person (“MNPI”) without the express prior written consent of such Subscriber. The Company hereby acknowledges and agrees that neither Subscriber nor any of its affiliates shall have any duty of trust or confidence with respect to, or duty not to trade on the basis of, any MNPI (i) provided by, or on behalf of, the Company, any of its affiliates or any of their respective officers, directors, employees, attorneys, agents or representatives or (ii) otherwise possessed (or continued to be possessed) by Subscriber (or any affiliate, agent or representative thereof), in each case, as a result of any breach or violation of any of the covenants set forth in this Agreement. Notwithstanding anything to the contrary herein, in the event that the Company believes that a notice or communication to Subscriber or any of its affiliates, attorneys, agents or representatives contains MNPI, the Company shall, prior to the delivery of such notice or communication, so indicate to Subscriber, and such indication shall provide Subscriber the means to refuse to receive such notice or communication, and in the absence of any such indication, such Subscriber, the other holders of the Shares and their respective affiliates, agents and representatives shall be allowed to presume that all matters relating to such notice or communication do not constitute MNPI. The Company covenants and agrees that it shall, prior to or concurrently with the Transaction Closing, file or cause to be filed such reports or documents with the SEC as shall be necessary to publicly disclose, to the extent legally permissible, any MNPI previously provided to Subscriber or its representatives by the Company or its representatives in connection with the transactions contemplated hereby.

(q) The headings set forth in this Subscription Agreement are for convenience of reference only and shall not be used in interpreting this Subscription Agreement. In this Subscription Agreement, unless the context otherwise requires: (i) whenever required by the context, any pronoun used in this Subscription Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; and (iii) the words “herein,” “hereto” and “hereby” and other words of similar import in this Subscription Agreement shall be deemed in each case to refer to this Subscription Agreement as a whole and not to any particular portion of this Subscription Agreement. As used in this Subscription Agreement, the term: (A) “trading day” shall mean any day on which the U.S. Exchange is open for trading; (B) “business day” shall mean any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in (i) New York, New York and (ii) Helsinki, Finland are required or are authorized to close for business (excluding as a result of “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in such locations are generally open for use by customers on such day); (C) “person” shall refer to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (D) “affiliate” shall mean, with respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such specified person (where the term “control” (and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise). For the avoidance of doubt, any reference in this Subscription Agreement to an affiliate of RAAQ prior to the closing of a Business Combination will include RAAQ’s sponsor, RAAQ Sponsor LLC, a Delaware limited liability company.

(r) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties may reasonably deem practical and necessary in order to consummate the Offering as contemplated by this Subscription Agreement.

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10. IndependentNature of Investment. The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscriber under the Other Subscription Agreements. The decision of Subscriber to purchase Shares pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company, RAAQ or any of their respective subsidiaries which may have been made or given by any Other Subscriber or by any agent, employee or other representative of any Other Subscriber, and neither Subscriber nor any of its agents, employees or other representatives shall have any liability to any Other Subscriber (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber or Other Subscriber pursuant hereto or thereto, shall be deemed to constitute Subscriber and Other Subscribers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and Other Subscribers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as agent for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection with monitoring its investment in the Shares or enforcing its rights under this Subscription Agreement. For administrative convenience only, each Subscriber and its respective counsel have chosen to communicate with the Company through the legal counsel of a Placement Agent. The legal counsel of each Placement Agent does not represent any of the Subscribers and only represents such Placement Agent. Subscriber shall be entitled to independently protect and enforce its rights under this Subscription Agreement, and it shall not be necessary for any Other Subscriber to be joined as an additional party in any proceeding for such purpose.

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IN WITNESS WHEREOF, the parties hereto have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

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IQM FINLAND OY
By:
Name:
Title:

[Signature Page to SubscriptionAgreement]

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IN WITNESS WHEREOF, the undersigned has caused this Subscription Agreement to be duly executed by its authorized signatory as of the date first indicated above.

Name(s) of Subscriber:

_____________________________________________________________

Signature of Authorized Signatory of Subscriber:

_____________________________________________________________

Name of Authorized Signatory:

_____________________________________________________________

Title of Authorized Signatory:

_____________________________________________________________

Address for Notice to Subscriber:

_____________________________________________________________

_____________________________________________________________

_____________________________________________________________

Attention: ___________________________________________________

Email: ___________________________________________________

Telephone: ___________________________________________________

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Subscription Amount: _________________________________________

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Number of Shares: _________________________________________

Subscriber status (mark one): ☐ U.S. investor ☐  Non-U.S. investor (including Finnish investors)

EIN Number or Finnish business ID:_________________________________

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If you have a Finnish book-entry account:

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Book-entry account number:<br> (35 digits, starting “APKE”)	_____________________________________________
Account operator:<br> (The operator holding your shares in custody, e.g. your bank)	_____________________________________________

If you don’t have a Finnish book-entry account

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Foreign Custody Account Number:<br> (Custody account number defined by your foreign custody operator)	_____________________________________________
Foreign Custody: (Name and BIC) (The foreign<br> custody operator holding your shares in custody, e.g.<br> your bank)	_____________________________________________
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Foreign Custody’s contact details: (e-mail and phone)	_____________________________________________

Exhibit A

Accredited Investor Questionnaire

Capitalized terms used and not defined in this Exhibit A shall have the meanings given in the Subscription Agreement to which this Exhibit A is attached.

The undersigned represents and warrants that the undersigned is an “institutional accredited investor” (an “Accredited Investor”) as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”), for one or more of the reasons specified below (please check all boxes that apply):

(i)	A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity;
(ii)	A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(iii)	An investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) or registered pursuant to the laws of a state, or an investment adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the Investment Advisers Act;
(iv)	An insurance company as defined in Section 2(13) of the Exchange Act;
(v)	An investment company registered under the Investment Company Act or a business development company as defined in Section 2(a)(48) of that Act;
(vi)	A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;
(vii)	A Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act;
(viii)	A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state, or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
(ix)	An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
(x)	A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
(xi)	An organization described in Section 501(c)(3) of the Internal Revenue Code, or a corporation, business trust, partnership, or limited liability company, or any other entity not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000;
(xii)	A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of investing in the Company;
(xiii)	A “family office” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act with assets under management in excess of $5,000,000 that is not formed for the specific purpose of acquiring the securities offered and whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment;
(xiv)	A “family client” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act, of a family office meeting the requirements set forth in (xiii) and whose prospective investment in the issuer is directed by a person from a family office that is capable of evaluating the merits and risks of the prospective investment;
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(xv)	A “qualified institutional buyer” as defined in Rule 144A under the Securities Act;
(xvi)	An entity, of a type not listed above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; and/or
(xvii)	An entity in which all of the equity owners qualify as an accredited investor under any of the above subparagraphs.
(xviii)	Subscriber does not qualify under any of the investor categories set forth in (i) through (xvii) above.

Type of Subscriber. Indicate the form of entity of Subscriber:

☐	Corporation	☐	Limited Partnership
☐	Revocable Trust	☐	General Partnership
☐	Other Type of Trust (indicate type):	☐	Limited Liability Company
☐	Other (indicate form of organization):

Indicate the approximate date Subscriber entity was formed: _____________________.

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Initial the line below which correctly describes the application of the following statement to Subscriber’s situation: Subscriber (x) was not organized or reorganized for the specific purpose of acquiring the Shares and (y) has made investments prior to the date hereof, and each beneficial owner thereof has and will share in the investment in proportion to his or her ownership interest in Subscriber.

__________ True __________ False If the “False” line is initialed, each person participating in the entity will be required to fill out a Subscription Agreement.

SUBSCRIBER
[NAME OF SUBSCRIBER]
By:
Name:
Title:
Date:

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Exhibit10.5

FORM OF INDIVIDUAL SUBSCRIPTION AGREEMENT

February 22, 2026

IQM Finland Oy

Keilaranta 19, 02150

Espoo, Finland

Ladies and Gentlemen:

In connection with the proposed business combination (the “Transaction”) among Real Asset Acquisition Corp., a Cayman Islands exempted company (“RAAQ”), IQM Finland Oy, a limited liability company (Fi. osakeyhtiö) incorporated under the laws of Finland (the “Company”), IQM US LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of the Company (“Merger Sub”) and Eclipse QC S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 16, rue Eugène Ruppert, L - 2453 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under registration number B299105 and direct, wholly owned subsidiary of the Company (“LuxCo”), in connection with that certain Business Combination Agreement by and among RAAQ, the Company, Merger Sub and LuxCo, dated as of February 22, 2026 (as it may be amended, restated and/or supplemented from time to time in accordance with its terms, the “Transaction Agreement”), the Company is seeking commitments to purchase ordinary shares of the Company, no nominal value (the “Ordinary Shares”), for a purchase price of $10.00 per Ordinary Share (the “Purchase Price”), in a private placement to be consummated by the Company prior to or concurrently with the closing of the Transaction (the “Offering”) in accordance with the terms of the Transaction Agreement. In accordance with the consummation of the transactions contemplated by the Transaction Agreement (the “Transaction Closing”) and in accordance with the Transaction Agreement, among other matters, (i) RAAQ will merge with and into Merger Sub, with Merger Sub being treated as the “surviving entity” as an indirect and wholly owned subsidiary of the Company; (ii) after the Transaction Closing, Merger Sub will merge with and into LuxCo, with LuxCo being treated as the “surviving entity” as a direct and wholly owned subsidiary of the Company; (iii) after the Transaction Closing, LuxCo will merge with and into the Company, with the Company being treated as the “surviving entity”; and (iv) American Depositary Shares, each representing ownership of one Ordinary Share (“ADSs”), will be listed for trading on the Nasdaq Global Market or New York Stock Exchange (the “U.S. Exchange”). In connection with the Transaction, and in consideration of the agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned subscriber (“Subscriber”) and the Company agree in this subscription agreement (the “SubscriptionAgreement”) as follows:

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1. Subscription.

(a) As of the date hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to Subscriber upon payment of the Purchase Price, such number of Ordinary Shares as is set forth on the signature page of this Subscription Agreement (the “Shares”), at the Purchase Price per Share and on the terms and subject to the conditions provided for herein. Subscriber acknowledges and agrees that the Company reserves the right to accept or reject Subscriber’s subscription for the Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance by the Company, and the same shall be deemed to be accepted by the Company only when this Subscription Agreement is signed by a duly authorized person by or on behalf of the Company. If this Subscription Agreement is terminated in accordance with the terms hereof, Subscriber and each beneficial purchaser, if any, for whom Subscriber is acting as agent or trustee, understands that any funds, certified checks, or bank drafts delivered by Subscriber representing the Purchase Price for the Shares will be promptly returned to Subscriber without deduction, and this Subscription Agreement shall have no force or effect.

(b) Notwithstanding anything to the contrary contained in this Subscription Agreement, if, after the date of this Subscription Agreement, Subscriber acquires ownership of SPAC Class A Ordinary Shares (as defined in the Transaction Agreement) in the open market or in privately negotiated transactions with third parties (along with any related rights to redeem or convert such SPAC Class A Ordinary Shares in connection with any redemption conducted by RAAQ in accordance with the SPAC Charter (as defined in the Transaction Agreement) in conjunction with the Transaction Closing (the “Redemption”)) prior to the extraordinary general meeting to approve the Transaction and Subscriber does not redeem or convert such SPAC Class A Ordinary Shares in connection with the Redemption (including revoking or reversing any previously submitted redemption demand made with respect to such SPAC Class A Ordinary Shares) (any such SPAC Class A Ordinary Shares that are exchanged for Ordinary Shares pursuant to the Transaction, “Non-Redeemed Shares”), and Subscriber notifies the Company in writing at least two (2) business days prior to the anticipated Closing Date (as defined below) that it wishes to apply a specified number of such Non-Redeemed Shares to reduce the number of Shares it is required to purchase hereunder (the “Reduction Right” and such number of Non-Redeemed Shares, the “Reduction Shares”), the number of Shares for which Subscriber is obligated and has the right to purchase under this Subscription Agreement will be reduced by the number of Reduction Shares and the Purchase Price shall accordingly be reduced by an amount equal to the product of the number of Reduction Shares and $10.00; provided, that (i) promptly upon the Company’s request, Subscriber shall provide the Company with documentary evidence reasonably requested by the Company to evidence such Reduction Shares and (ii) the Subscriber agrees that with respect to any such Reduction Shares, it will (A) not sell or otherwise transfer such Reduction Shares prior to the consummation of the Transaction, (B) not vote any Reduction Shares in favor of approving the Transaction and instead submit a proxy abstaining from voting thereon, and (C) to the extent it has the right to have any of its Reduction Shares redeemed for cash in connection with the consummation of the Transaction, not exercise any such redemption rights.

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2. Closing;Delivery of Shares.

(a) The closing of the issuance and sale of the Shares contemplated hereby (the “Closing” and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Transaction Closing. The Closing shall occur on the date of the Transaction Closing.

(b) The Company shall provide written notice (via email) to Subscriber (the “Closing Notice”) that the Company reasonably expects the Transaction Closing to be completed on a date specified in the Closing Notice (the “Scheduled Closing Date”) that is not less than seven (7) business days after the date of the Closing Notice, which Closing Notice shall contain the Company’s wire instructions for an escrow account (the “Escrow Account”) established by the Company with a third-party escrow agent (the “Escrow Agent”) to be identified in the Closing Notice. At least two (2) business days prior to the Scheduled Closing Date (unless otherwise agreed to in writing by the Company), Subscriber shall deliver to the Escrow Account the aggregate Purchase Price for the Shares subscribed (the “Aggregate Purchase Price”) by wire transfer of United States dollars in immediately available funds. The wire transfer shall identify Subscriber, and unless otherwise agreed by the Company and the Escrow Agent, the funds shall be wired from an account in Subscriber’s name. Upon the Closing, the Company shall provide instructions to the Escrow Agent to release the funds in the Escrow Account to the Company against the issuance of and delivery to Subscriber (or its nominee in accordance with its delivery instructions) of the Shares, or to a custodian designated by the Subscriber, as Subscriber may direct, free and clear of any liens or other restrictions whatsoever (other than those arising under U.S. state or federal securities laws or those incurred by Subscriber), in book-entry form as set forth in Section 2(c) below.

(c) Promptly after the Closing, the Company shall deliver (or cause the delivery of) the Shares in book-entry form, to Subscriber or as Subscriber may direct with applicable restrictive legends for the number of Shares as set forth on the signature page to Subscriber as indicated on the signature page or to a custodian designated by Subscriber, as applicable, as indicated below.

(d) As soon as is reasonably practicable following the Transaction Closing, the Company shall cause a sponsored American depositary receipt facility to be established with a reputable bank (such bank or any successor depositary bank, the “Depositary Bank”) for the purpose of issuing the ADSs.

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(e) If Subscriber at any time prior to or as at the Transaction Closing submits a written request to the Company to that effect, the Company shall, as soon as reasonably practicable following the Transaction Closing, make an initial deposit of the Shares with the Depositary Bank in the name of Subscriber. Following such initial deposit by the Company (as applicable), Subscriber shall have the option, at its own expense, to withdraw and deposit its Shares with the Depositary Bank in exchange for ADSs. In connection with such initial deposit of the Ordinary Shares with the Depositary Bank and any subsequent withdrawal or deposit, the Subscriber shall provide to the Company and the Depositary Bank the following documents:

(i) Information required by the Company in connection with its instruction letter to the Depositary Bank, including applicable tax IDs or social security numbers;

(ii) Forms W-8 or W-9, as applicable;

(iii) Any information required under the “know your customer” policies of the Depositary Bank, the Company or any of their respective agents; and

(iv) Any other information and documentation reasonably requested by the Company and the Depositary Bank.

(f) The failure of the Closing to occur on the Scheduled Closing Date shall not terminate this Subscription Agreement or otherwise relieve any party of any of its obligations hereunder, and any such termination will occur solely pursuant to Section 7 below. If (i) this Subscription Agreement is terminated according to its terms prior to the Closing or (ii) the Closing Date does not occur within two (2) business day after the Scheduled Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, and in either case, any funds have already been sent by Subscriber to the Escrow Account, then the Company shall or shall instruct the Escrow Agent to promptly (but not later than, in the case of the preceding clause (i), two (2) business days after such termination or, in the case of the preceding clause (ii), seven (7) business days after the Scheduled Closing Date specified in the Closing Notice), return the funds delivered by Subscriber for payment of the Shares by wire transfer in immediately available funds to the account specified in writing by Subscriber (provided, that the failure of the Closing Date to occur within such two (2) business day period and the return of the relevant funds shall not relieve Subscriber from its obligations under this Subscription Agreement for a subsequently rescheduled Closing Date determined by the Company in good faith).

(g) Simultaneously with the execution and delivery of this Subscription Agreement, each Subscriber shall deliver to the Company a duly completed and executed U.S. Internal Revenue Service Form W-9 or appropriate Form W-8, as applicable.

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3. ClosingConditions. In addition to the condition set forth in Section 2(a) above:

(a) The Closing is subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:

(i) no suspension of the qualification of the Shares, or ADSs, for offering or sale or trading in the United States, or initiation or threatening of any proceedings for any of such purposes, shall have occurred and be continuing and no such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose such restraint or prohibition;

(ii) no governmental authority of competent jurisdiction with respect to the sale of the Shares shall have enacted, rendered, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and

(iii) all material conditions precedent to the Transaction Closing set forth in the Transaction Agreement shall have been satisfied (as determined in good faith by the parties to the Transaction Agreement) or waived by the parties thereto in accordance with the requirements of the Transaction Agreement (other than those conditions which, by their nature, are to be satisfied at the Transaction Closing).

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(b) The obligations of the Company to consummate the Closing are also subject to the satisfaction or valid waiver by the Company of the additional conditions that, on the Closing Date:

(i) all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct and complete in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct and complete in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct and complete in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of Subscriber contained in this Subscription Agreement as of the Closing Date;

(ii) Subscriber shall have delivered the Purchase Price to the Escrow Agent in compliance with the terms of this Subscription Agreement; and

(iii) Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.

(c) The obligations of Subscriber to consummate the Closing are also subject to the satisfaction or valid waiver by Subscriber of the additional conditions that, on the Closing Date:

(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct and complete in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined in the Transaction Agreement), which representations and warranties shall be true and correct and complete in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct and complete in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct and complete in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations, warranties and agreements contained in this Subscription Agreement as of the Closing Date;

(ii) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing;

(iii) except where the failure to so obtain or make would not prevent the Company from consummating the transactions contemplated hereby, including the issuance and sale of the Shares to Subscriber, all consents, waivers, authorizations or orders of, any notice required to be made to, and any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including the U.S. Exchange and any stockholder approval required by applicable rules and regulations of the U.S. Exchange) or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Shares) required to be made in connection with the issuance and sale of the Shares shall have been obtained or made;

(iv) there has not occurred any Material Adverse Effect since the date of this Subscription Agreement that is continuing, which the parties to the Transaction Agreement have not waived; and

(v) the ADSs shall have been approved for listing on the U.S. Exchange, subject to official notice of issuance.

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4. CompanyRepresentations and Warranties. The Company represents and warrants to Subscriber that:

(a) The Company is a limited liability company (Fi. osakeyhtiö), duly organized and validly existing under the laws of Finland. The Company has the requisite corporate power and authority to own, lease and operate its properties, if any, and carry on its businesses as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement and the Transaction Agreement, except where the failure to have such power or authority would not have a Material Adverse Effect on the Company.

(b) All corporate actions required to be taken by the Company’s board of directors and shareholder(s) in order (i) to authorize the Company to enter into this Subscription Agreement and the Transaction Agreement has been taken, and (ii) to issue the Shares at the Closing as of the Closing Date, will have been taken, in each case, by the Company’s board of directors and/or shareholders. Each of this Subscription Agreement and the Transaction Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, (ii) principles of equity, whether considered at law or equity and (iii) except as rights to indemnity and contribution may be limited by applicable law.

(c) Upon Closing, the Shares or the ADSs will have been duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance with the terms of this Subscription Agreement, the Shares will be free and clear of any liens or other restrictions whatsoever (other than any liens or restrictions created by Subscriber or imposed by applicable securities laws) in accordance with the terms of this Subscription Agreement, and will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company’s articles of association (as in effect at such time of issuance), applicable law or any contract or agreement to which the Company is a party.

(d) As of the date hereof, the Company’s authorized share capital is EUR 2,500 divided into 1,627,301 shares of which 1,586,301 are outstanding with no nominal value, comprised of (i) 301,837 Ordinary Shares, of which 301,837 are outstanding, (ii) 291,090 series seed preferred shares, of which 291,090 are outstanding, (iii) 134,457 series A1 preferred shares, of which 117,206 are outstanding, (iv) 306,271 series A2 preferred shares, of which 281,937 are outstanding, and (v) 594,231 series B preferred shares, of which 594,231 are outstanding. All of the Company’s outstanding shares will, as of the Closing Date, be, duly authorized, validly issued, fully paid and non-assessable and are not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Finnish Limited Liability Companies Act (Fi. osakeyhtiölaki) (624/2006, as amended) (the “Finnish Companies Act”), the articles of association of the Company (as may be amended) or any contract or agreement to which the Company is a party. None of the outstanding Ordinary Shares of the Company have been issued in violation of any applicable securities laws. Except as set forth above in this Subscription Agreement, the Transaction Agreement and the other agreements and arrangements referred to therein, as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any equity interests in the Company or securities convertible into or exchangeable or exercisable for such equity interests. As of the date hereof, there are no shareholders’ agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any securities of the Company other than as contemplated by the Transaction Agreement. There are no securities or instruments issued by or to which the Company or its affiliates is a party containing anti-dilution or similar provisions that will be triggered, and not fully waived by the holder of such securities or instruments pursuant to a written agreement or consent, by the issuance of the Shares.

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(e) Assuming the accuracy of Subscriber’s representations and warranties in Section 5 in all material respects, the execution, delivery and performance of this Subscription Agreement and the Transaction Agreement and the consummation by the Company of the transactions that are the subject of this Subscription Agreement (including the issuance and sale of the Shares) and the Transaction Agreement in compliance herewith will be done in accordance with the rules of the U.S. Exchange, and none of the foregoing will result in (i) a material breach or material violation of any of the terms or provisions of, or constitute a material default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, license, lease or any other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company is subject, which would have a Material Adverse Effect on the Company or materially affect the validity of the Shares or the legal authority or ability of the Company to perform in all material respects its obligations under this Subscription Agreement or the Transaction Agreement; (ii) any material violation of the provisions of the organizational documents of the Company; or (iii) any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties that would have a Material Adverse Effect on the Company.

(f) The Company has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Subscription Agreement, including for which Subscriber would be reasonably expected to become liable (it being understood that Subscriber will effectively bear its pro rata share of any such expense indirectly as a result of its investment in the Company).

(g) The Company is not, and immediately after receipt of payment for the Shares, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(h) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5 in all material respects, in connection with the offer, sale and delivery of the Shares in the manner contemplated by this Subscription Agreement, it is not necessary to register the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The Shares (i) were not offered to Subscriber by any form of general solicitation or general advertising, including methods described in Section 502(c) of Regulation D under the Securities Act and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws, or, if applicable, Finnish Securities Markets Act (Fi. arvopaperimarkkinalaki) (746/2012, as amended) (the “FSMA”) or Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the “EU Prospectus Regulation”).

(i) On or after the date hereof, the Company or its affiliates may enter into other subscription agreements or similar agreements (collectively, “Other Subscription Agreements”) with any other subscribers (collectively, “Other Subscribers”) for Ordinary Shares (or other securities). Other than the Other Subscription Agreements and the Transaction Agreement, the Company has not entered into any similar agreement with any Other Subscriber in connection with the Offering. The Other Subscription Agreements reflect the same Purchase Price, and no Other Subscription Agreement includes terms and conditions that are materially more advantageous to any such Other Subscriber than Subscriber hereunder, unless Subscriber has been offered the substantially similar benefits, and such Other Subscription Agreements have not been amended, modified or waived in any material respect following the date of this Subscription Agreement unless Subscriber has been offered a substantially similar amendment.

(j) Except for such matters as have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or materially affect the validity of the Shares or the legal authority or ability of the Company to perform in all material respects its obligations under this Subscription Agreement or the Transaction Agreement, as of the date hereof, there is no (i) action, suit, claim or other proceeding by or before any governmental or other regulatory or self-regulatory agency, entity or body with authority or jurisdiction over the Company, pending, or, to the knowledge of the Company, threatened in writing against the Company, or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Company.

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(k) The Company is not required to obtain any material consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance of this Subscription Agreement, including the issuance of the Shares (other than (i) filings required by the Securities Act or the rules of the U.S. Securities and Exchange Commission (the “SEC”), (ii) filings required by applicable state securities laws or the Finnish Companies Act, (iii) the filings required in accordance with Section 6, (iv) consents or notices required for the consummation of the Transaction as contemplated by the Transaction Agreement, (v) those required by the U.S. Exchange, (vi) compliance with and filings pursuant to applicable antitrust or other competition laws, and (vii) consents or other approvals, waivers or authorizations required for the consummation of the transactions contemplated by this Subscription Agreement that the Company reasonably expects to receive on or prior to the Closing), in each case, other than those the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

(l) Neither the Company nor any person acting on its behalf has, directly or indirectly, at any time within the past 30 calendar days, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale by the Company as contemplated hereby or the other securities as contemplated by the Other Subscription Agreements or (ii) cause the offering of the Shares pursuant to this Subscription Agreement or the other securities pursuant to the Other Subscription Agreements to be integrated with any prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval provisions. Neither the Company nor any person acting on its behalf (other than the Placement Agents and their respective persons acting on their behalf in such capacity), has offered or sold or will offer or sell any securities, or has taken or will take any other action, which would reasonably be expected to subject the offer, issuance or sale of the Shares or the other securities, as contemplated pursuant to this Subscription Agreement to the registration provisions of the Securities Act.

(m) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “DisqualificationEvent”) is applicable to the Company.

(n) The Company is in compliance with all applicable laws, except where such non-compliance would not be reasonably likely to have a Material Adverse Effect on the Company. The Company has not received any written communication from a governmental authority that alleges that the Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

(o) Upon consummation of the Transaction, it is intended that the ADSs will be registered pursuant to Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and will be listed for trading on the U.S. Exchange, and the ADSs will be approved for listing on the U.S. Exchange, subject to official notice of issuance.

(p) Neither the Company nor any of its controlled affiliates (i) is, or will be at or immediately after the Closing, a person of a country of concern, as such term is defined in 31 C.F.R. § 850.221 (a “Covered Person”), (ii) directly or indirectly hold, or will hold at or immediately after the Closing, a board seat on, a voting or equity interest in, or any contractual power to direct or cause the direction of the management or policies of, any Covered Person or (iii) is engaged, or has plans to engage, or will be engaged at or immediately after the Closing, directly or indirectly, in a “covered activity,” as such term is defined in 31 C.F.R. § 850.208.

(q) The Company understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by Subscriber.

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5. SubscriberRepresentations, Warranties and Covenants. Subscriber represents and warrants to the Company as follows, and makes the following covenants:

(a) Subscriber is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below:

(i) Applicable to U.S. investors: At the time Subscriber was offered the Shares, it was, and as of the date hereof, Subscriber is (A) (i) an “accredited investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act) as indicated in the questionnaire attached as Exhibit A hereto and (ii) a “qualified investor” as defined under Article 2 of the EU Prospectus Regulation, and (B) is not an underwriter (as defined in Section 2(a)(11) of the Securities Act) and is acquiring the Shares only for its own account and not for the account of others, and not on behalf of any other account or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act.

(ii) Applicable to non-U.S. investors (including Finnish investors): Subscriber acknowledges and agrees that the sale of the Shares is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). Subscriber is not a U.S. Person (as defined in Regulation S), it is acquiring the Shares in an offshore transaction in reliance on Regulation S, and it has received all the information that it considers necessary and appropriate to decide whether to acquire the Shares hereunder outside of the United States. Subscriber is a “qualified investor” as defined under Article 2 of the EU Prospectus Regulation. Subscriber is not relying on any statements or representations made in connection with the transactions contemplated hereby other than the representations contained in this Subscription Agreement. Subscriber acknowledges and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein.

(b) Subscriber acknowledges and agrees that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares delivered at the Closing will not have been registered under the Securities Act or qualified by prospectus under the FSMA or the EU Prospectus Regulation. Subscriber acknowledges and agrees that Shares sold to Subscribers that are U.S. investors shall be sold pursuant to an exemption from registration under the Securities Act may not be resold, transferred, pledged or otherwise disposed of by such Subscriber absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof or (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates (if any) or any book-entry shares representing the Shares delivered at the Closing to Subscribers that are U.S. investors may contain a legend or restrictive notation to such effect. Subscriber acknowledges that such Shares will not immediately be eligible for resale pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”). Subscriber acknowledges and agrees that such Shares, until registered under an effective registration statement, will be subject to transfer restrictions (regardless of whether or not the shares contain a restrictive legend) and, as a result of these transfer restrictions, Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in such Shares for an indefinite period of time. Subscriber acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Shares. Subscriber understands that the Offering of the Shares hereunder meets the exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J). Subscriber (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Shares. Accordingly, Subscriber understands that the Offering meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).

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(c) If, in the future, the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, or any economic interest therein, Subscriber acknowledges and agrees that such Shares or any economic interest therein may be offered, sold, pledged or otherwise transferred only: (i) in compliance with Regulation S under the Securities Act; (ii) to a person whom the beneficial owner and/or any person acting on its behalf reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A under the Securities Act; or (iii) in accordance with Rule 144 (if available), in each case in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. The Subscriber (i) understands that none of the Company or any of its affiliates or other persons acting on their behalf makes any representation to the Subscriber as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Shares and (ii) agrees to notify any transferee to whom the Subscriber subsequently offers, sells, pledges or otherwise transfers any of the Shares pursuant to Rule 144A of the restrictions on transfer set forth in this Section 5(c). The Company acknowledges and agrees that, notwithstanding anything herein to the contrary, the Shares may be pledged by Subscriber, e.g., in connection with a bona fide margin agreement, and the Subscriber effecting a pledge of Shares shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Subscription Agreement. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Shares may reasonably request in connection with such pledge of Shares by the Subscriber.

(d) Subscriber acknowledges and agrees that Subscriber is purchasing Shares directly from the Company. Subscriber further acknowledges that, other than those representations, warranties, covenants and agreements of the Company included in this Subscription Agreement, there have been no representations, warranties, covenants and agreements made to Subscriber by the Company, RAAQ or their respective officers or directors or other Representatives (as defined below), or any other party to the Transaction, person or entity, expressly or by implication. Except for the representations, warranties and agreements of the Company expressly set forth in this Subscription Agreement, Subscriber is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, including all business, legal, regulatory, accounting, credit and tax matters; provided, that neither the due diligence investigation conducted by Subscriber in connection with making its decision to acquire the Shares nor any representations and warranties made by Subscriber herein shall modify, amend or affect Subscriber’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein.

(e) Neither the Subscriber nor any of its officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function, is (i) a person named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFACList”), or a person prohibited by any OFAC sanctions program, or any similar list of sanctioned persons administered by the European Union or the United Kingdom (collectively, “Sanctions Lists”), (ii) directly or indirectly 50% or more owned or otherwise controlled by, or acting on behalf of, one or more persons that are named on the Sanctions Lists, (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, and the Crimea, Donetsk, Luhansk and Zaporizhzhia regions of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European Union or the United Kingdom, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Subscriber”). Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Subscriber is permitted to do so under applicable law. If Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against the Sanctions Lists. To the extent required, it maintains procedures that it reasonably believes to be in compliance with sanctions programs administered by the United States, the European Union and the United Kingdom, and it shall comply with such sanctions programs to which it is legally subject and with which it is legally obligated to comply. To the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Subscriber.

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(f) Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, Subscriber acknowledges that it has received and reviewed (to the extent that Subscriber deems it necessary) the following items (collectively, the “Disclosure Documents”): (i) the final prospectus of RAAQ, dated as of April 30, 2025 (File No. 333-284777) (the “IPO Prospectus”), (ii) each SEC Report filed by RAAQ with the SEC following the filing of the IPO Prospectus through the date of this Subscription Agreement, (iii) the Transaction Agreement, and (iv) the investor presentation by the Company (the “Investor Presentation”). Subscriber understands the significant extent to which certain of the disclosures contained in items (i) and (ii) above shall not apply following the Transaction Closing. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask the Company’s management questions, receive such answers and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. Subscriber has conducted its own investigation of the Company and the Shares and Subscriber has made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Shares. Subscriber acknowledges that Subscriber shall be responsible for any of Subscriber’s tax liabilities that may arise as a result of the transactions contemplated by this Subscription Agreement, and that none of the Company, RAAQ, or their respective affiliates or advisors have provided any tax advice or any other representations or guarantee regarding the tax consequence of the transactions contemplated by this Subscription Agreement. Subscriber acknowledges that it has reviewed the documents made available to Subscriber by the Company to the extent that Subscriber deems it necessary. Subscriber further acknowledges that the information contained in the Disclosure Documents is subject to change, and that any changes to the information contained in the Disclosure Documents, including any changes based on updated information or changes in terms of the Transaction, shall in no way affect Subscriber’s obligation to purchase the Shares hereunder, except as otherwise provided herein, and that, in purchasing the Shares, Subscriber is not relying upon any projections contained in the Investor Presentation.

(g) Subscriber became aware of the Offering of the Shares solely by means of direct contact between Subscriber and the Company or RAAQ, or a representative of the Company or RAAQ, and the Shares were offered to Subscriber solely by direct contact between Subscriber and the Company or RAAQ, or a representative of the foregoing. Subscriber acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) to the Company’s knowledge, are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws. Subscriber has a pre-existing relationship with the Company, RAAQ or one or more of their respective affiliates or advisors. Neither Subscriber, nor any of its directors, officers, employees, agents, shareholders or partners, has either directly or indirectly, including through a broker or finder, (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with the Offering.

(h) Subscriber acknowledges that (i) RAAQ or the Company and their respective Representatives hereafter may come into possession of, information regarding the Company that is material non-public information, including material facts and material changes which have not been generally disclosed, and is not known to Subscriber (“Excluded Information”), (ii) Subscriber has determined to enter into this Subscription Agreement to purchase the Shares notwithstanding Subscriber’s lack of knowledge of the Excluded Information, provided, however, that the foregoing shall not limit any claims Subscriber may have against the Company or RAAQ for fraud, willful misconduct, or intentional misrepresentation, and (iii) none of RAAQ nor the Company shall have liability to Subscriber, and Subscriber hereby waives and releases any claims Subscriber may have against RAAQ and/or the Company, to the extent permitted by law and subject to the foregoing carve-out, with respect to the nondisclosure of the Excluded Information (save for any fraudulent non-disclosure of the Excluded Information).

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(i) Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Investor Presentation. Subscriber is able to fend for itself in the transactions contemplated herein and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary to make an informed investment decision. Subscriber (i) is a sophisticated investor, experienced in investing in private placement transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and (ii) has exercised independent judgment in evaluating its participation in the purchase of the Shares. Subscriber has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Shares and participation in the Offering (i) are consistent with its financial needs, objectives and condition, (ii) comply and are consistent with the relevant investment policies, guidelines and other restrictions applicable to Subscriber and (iii) are a fit, proper and suitable investment for Subscriber, notwithstanding the substantial risks inherent in investing in or holding the Shares. Subscriber acknowledges that each of J.P. Morgan Securities LLC and TD Securities (USA) LLC, in their capacity as placement agents (each, a “Placement Agent” and collectively, the “Placement Agents”), are acting in connection with the purchase of Ordinary Shares by certain Other Subscribers that qualify as “qualified institutional buyers” (within the meaning of Rule 144A under the Securities Act) or institutional “accredited investors” (within the meaning of Rule 501(a)(1), (2), (3), (7) or (9) of Regulation D under the Securities Act. Subscriber further acknowledges that none of the Placement Agents or any of their respective affiliates is acting as placement agent to Subscriber and that no solicitation or recommendation of any type has been made by any Placement Agent to Subscriber, provided, however, that the foregoing shall not limit any claims Subscriber may have against the Company or RAAQ for fraud, willful misconduct, or intentional misrepresentation. Subscriber represents that: (i) it is able to sustain a complete loss on its investment in the Shares; (ii) has no immediate need for liquidity with respect to its investment in the Shares; and (iii) has no reason to anticipate any change in circumstances, financial or otherwise, which may cause or require any sale or distribution of all or any part of the Shares.

(j) Alone, or together with any professional advisor(s), Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Company. Subscriber acknowledges specifically that the possibility of total loss of the Aggregate Purchase Price exists.

(k) In making its decision to purchase the Shares, Subscriber has relied solely upon independent investigation made by Subscriber and the representations and warranties of the Company expressly set forth in Section 4 hereof. Subscriber acknowledges and agrees that Subscriber has (i) received, reviewed and understood the offering materials made available to Subscriber in connection with the Offering, (ii) had access to, and an adequate opportunity to review, financial and other information as Subscriber deems necessary in order to make an investment decision with respect to the Shares, (iii) had the opportunity to ask questions of and receive answers from the Company, and (iv) conducted and completed Subscriber’s own independent due diligence with respect to the Transaction.

(l) Subscriber understands and agrees that no federal, state, or other agency has passed upon or endorsed the merits of the Offering or made any findings or determination as to the fairness of this investment or the accuracy or adequacy of the Disclosure Documents.

(m) [Reserved.]

(n) The execution, delivery and performance by Subscriber of this Subscription Agreement will not constitute or result in a breach or default under or conflict with any law, statute, rule or regulation applicable to Subscriber, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, in any material respects, to which Subscriber is a party or by which Subscriber is bound. The signature on this Subscription Agreement, whether original, electronic, or transmitted electronically, is valid and binding, and the signatory has legal competence and capacity to execute the same, and, upon its due execution by the parties hereto, this Subscription Agreement constitutes a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms.

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(o) The Subscriber is not (1) a “covered person” as described in Rule 506(d)(1) under the Securities Act, or (2) subject to any Disqualification Events, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). Subscriber has exercised reasonable care to determine whether it is subject to a Disqualification Event. The acquisition of Shares by Subscriber will not subject the Company to any Disqualification Event.

(p) Subscriber acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to the Company.

(q) Subscriber has, and on each date any portion of the Aggregate Purchase Price would be required to be funded to the Company pursuant to this Subscription Agreement will have, sufficient immediately available funds to pay the Aggregate Purchase Price.

(r) Other than with respect to its affiliates, Subscriber is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) acting for the purpose of acquiring, holding, voting or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

(s) Subscriber understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by the Company.

(t) Subscriber has had no contact with any Placement Agent with respect to the Shares.

(u) Subscriber is not under any binding obligation, either on the date hereof or on the Closing, to sell, exchange or otherwise dispose of the Shares acquired pursuant to this Subscription Agreement, other than binding commitments it may have to transfer and/or pledge such Shares to a prime broker under and in accordance with its prime brokerage agreement with such broker.

(v) Notwithstanding anything to the contrary herein, nothing in this Subscription Agreement shall prohibit Subscriber from (i) entering into hedging transactions with respect to the securities of the Company or RAAQ, including, but not limited to, purchasing put options, entering into swap agreements, or engaging in short sales with respect to any securities other than the securities to be acquired in this Offering, or (ii) lending any securities to third parties, provided that Subscriber shall remain obligated to deliver the Aggregate Purchase Price and consummate the Closing in accordance with the terms hereof.

(w) Subscriber acknowledges and agrees that it has not received any recommendation with respect to the Shares or the Transaction from the Placement Agents and thus will not be deemed to form a relationship with the Placement Agents in connection with its purchase of the Shares that would require the Placement Agents to treat Subscriber as a “retail customer” for purposes of Regulation Best Interest pursuant to Rule 11-1 of the Exchange Act, or a “retail investor” for purposes of Form CRS pursuant to Rule 17a-14 of the Exchange Act. Accordingly, Subscriber acknowledges and agrees that it is not entitled to the protections or disclosures required by Regulation Best Interest or Form CRS with respect to its purchase of the Shares.

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6. RegistrationRights.

(a) The Company agrees that, within thirty (30) calendar days after the Transaction Closing (the “FilingDeadline”), it will file or confidentially submit with the SEC a registration statement (the “RegistrationStatement”) registering the resale of ADSs (“Registrable ADSs”) representing the Shares (“Registrable Shares”) that are not eligible for resale without an effective registration statement covering the resale of such Shares (or corresponding ADSs) or without an available exemption from registration under the Securities Act allowing the resale of such Shares (or corresponding ADSs) without limitation, and shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof. For the avoidance of doubt, all Shares issued and sold to U.S. Subscribers pursuant to this Agreement shall be Registrable Shares. The Company will use its commercially reasonable efforts to cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain effective and free of any material misstatement or omission with respect to the Registrable ADSs until the earliest of (i) two years from the issuance of the Registrable Shares, (ii) the date on which Subscriber ceases to hold the Registrable Shares (or corresponding Registrable ADSs) covered by such Registration Statement, or (iii) the first date on which Subscriber can sell all of its Registrable Shares (or corresponding Registrable ADSs) under Rule 144 without limitation as to the manner of sale or the amount of such securities that may be sold. For as long as the Registration Statement shall remain effective pursuant to the immediately preceding sentence, the Company shall use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell Registrable Shares (or corresponding Registrable ADSs) pursuant to the Registration Statement or Rule 144 under the Securities Act (when resales under Rule 144 under the Securities Act become available with respect to the Shares), as applicable, qualify Registrable ADSs for listing on the applicable stock exchange on which the ADSs are then listed, and update or amend the Registration Statement as necessary to include the Registrable ADSs. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 under the Exchange Act, of securities of the Company to the Company (or its successor) upon reasonable request to assist the Company in making the determination described above. The Company’s obligations to include the Registrable ADSs in the Registration Statement are contingent upon Subscriber furnishing in writing such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of Registrable ADSs as shall be reasonably requested by the Company to effect the registration of the resale of Registrable ADSs, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations, provided that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Shares (or corresponding Registrable ADSs). If the SEC prevents the Company from including any or all of the Registrable ADSs proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Company securities by the applicable shareholders or otherwise, (A) such Registration Statement shall register for resale such number of the Company securities which is equal to the maximum number of securities as is permitted by the SEC and (B) the number of the Company securities to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders and as promptly as practicable after being permitted to register additional Shares under Rule 415 under the Securities Act, the Company shall amend the Registration Statement or file a new Registration Statement (such amendment or new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register Registrable ADSs not included in the initial Registration Statement and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section 6. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw from the Registration Statement. For purposes of clarification, any failure by the Company to file the Registration Statement by the Filing Deadline shall not otherwise relieve the Company of its obligations to cause the Company to file the Registration Statement or effect the registration of Registrable ADSs set forth in this Section 6. For as long as Subscriber holds Registrable Shares issued pursuant to this Subscription Agreement (or in the case of Registrable ADSs, issued in exchange of Registrable Shares issued pursuant this this Subscription Agreement), the Company will use commercially reasonable efforts to (A) make and keep public information available, as those terms are understood and defined in Rule 144, (B) file in a timely manner all reports and other documents with the SEC required under the Exchange Act, as long as the Company remains subject to such requirements, and (C) provide all customary and reasonable cooperation necessary, in each case, to enable Subscriber to resell the Registrable Shares (or corresponding Registrable ADSs) pursuant to the Registration Statement or Rule 144 (when Rule 144 becomes available to Subscriber), as applicable.

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(b) During a period of 90 days from the effective date of the Registration Statement, the Company will not issue any equity securities other than (i) any Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the effective date of the Registration Statement, (ii) any Ordinary Shares issued or options to purchase Ordinary Shares or other equity awards covering Ordinary Shares granted pursuant to employee benefit plans of the Company, (iii) any Ordinary Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan, (iv) the filing of a registration statement on Form S-8 or any successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plans of the Company, (v) the issuance of Ordinary Shares, equity awards or securities convertible into or exercisable or exchangeable for Ordinary Shares in connection with (A) the acquisition of the securities, business, property or other assets of another person or pursuant to any employee benefit plan assumed in connection with any such acquisition, (B) joint ventures, (C) commercial relationships, or (vi) other strategic transactions with a bona fide business purpose, including a potential listing on Nasdaq Helsinki Ltd, provided that the aggregate number of Ordinary Shares, equity awards and Ordinary Shares issuable upon the conversion, exercise or exchange of securities (on an as converted or as exercised basis, as the case may be) issued pursuant to this clause (vi) shall not exceed 10% of the total number of Ordinary Shares issued and outstanding on the effective date of the Registration Statement. For purposes of this Section 6(b), references to Ordinary Shares shall be deemed to include ADSs representing such Ordinary Shares.

(c) The Company shall, at its sole expense, advise Subscriber as promptly as practicable, and in any event, within five (5) business days: (i) when a Registration Statement or any amendment thereto has been filed with the SEC and when a Registration Statement or any post-effective amendment thereto has become effective; (ii) after it shall have received notice or obtained knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable ADSs included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iv) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein do not include any untrue statements of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading; provided, however, that the Company shall not be required to disclose the details of such event. Upon the occurrence of any event contemplated in the foregoing clause (iv), except for such times as the Company is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Company agrees that it shall, as soon as practicable, use its commercially reasonable efforts to prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of Registrable ADSs included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(d) The Company may delay filing or suspend the use of any such registration statement if it determines in good faith that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company (each such circumstance, a “SuspensionEvent”); provided, that the Company shall use commercially reasonable efforts to make such registration statement available for the sale by Subscriber of Registrable ADSs as soon as practicable thereafter. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period that the Registration Statement is effective, or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that it will (i) immediately discontinue offers and sales of Registrable ADSs under the Registration Statement until Subscriber receives (A) (x) copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and (y) notice that any post-effective amendment has become effective or (B) notice from the Company that it may resume such offers and sales, and (ii) maintain the confidentiality of any information included in such written notice delivered by the Company except (A) for disclosure to Subscriber’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as otherwise required by applicable law or subpoena. If so directed by the Company, Subscriber will deliver to the Company or destroy all copies of the prospectus covering Registrable ADSs in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering Registrable ADSs shall not apply to (i) the extent Subscriber is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (ii) copies stored electronically on archival servers as a result of automatic data back-up.

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(e) Subscriber may deliver written notice (an “Opt-Out Notice”) to the Company requesting that Subscriber not receive notices from the Company otherwise required by Section 6; provided, however, that Subscriber may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) the Company shall not deliver any such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to Subscriber’s intended use of an effective Registration Statement, Subscriber will notify the Company in writing at least two (2) business days in advance of such intended use, and if a notice of a Suspension Event was previously delivered (or would have been delivered but for the provisions of this Section 6(e)) and the related suspension period remains in effect, the Company will so notify Subscriber, within one (1) business day of Subscriber’s notification to the Company, by delivering to Subscriber a copy of such previous notice of Suspension Event, and thereafter will provide Subscriber with the related notice of the conclusion of such Suspension Event immediately upon its availability.

(f) From and after the Closing, the Company agrees to indemnify and hold Subscriber and each affiliate of Subscriber within the meaning of Rule 405 under the Securities Act, and each broker, placement agent or sales agent to or through which Subscriber effects or executes the resale of any Registrable Shares or Registrable ADSs (collectively, the “Subscriber Indemnified Parties”), harmless against any and all losses, claims, damages and liabilities (including any reasonable out-of-pocket legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (collectively, “Losses”) incurred by Subscriber Indemnified Parties directly that are (i) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Registrable Shares or Registrable ADSs s (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or (ii) caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, except, in the cases of both (i) and (ii), to the extent insofar as the same are (A) caused by or contained in any information or affidavit so furnished in writing to the Company by Subscriber for use therein, (B) in connection with any failure of such person to deliver or cause to be delivered a prospectus in a timely manner, (C) as a result of offers or sales effected by or on behalf of any person by means of a freewriting prospectus (as defined in Rule 405 under the Securities Act) that was not authorized in writing by the Company, or (D) in connection with any offers or sales effected by or on behalf of Subscriber in violation of this Subscription Agreement. Notwithstanding the forgoing, the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned). The Company shall notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 6 of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party.

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(g) If the Company files the Registration Statement without affording Subscriber the opportunity to review and comment on the same as required by Section 6(a) herein or the Company subsequently withdraws the filing of the Registration Statement for reasons other than at the request of Subscriber to withdraw the Registration Statement, the Company shall be deemed to have not satisfied this clause (i) as of the filing date), or (ii) a Registration Statement registering for resale all of the Shares included in such Registration Statement is not declared effective by the SEC by the Filing Deadline of the initial Registration Statement filed pursuant to this Subscription Agreement becomes effective, or (iii) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Shares included in such Registration Statement, or Subscriber is otherwise not permitted to utilize the prospectus therein to resell such Shares, except as permitted by Section 6(d) hereof (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) and (ii), the date on which such Event occurs, and for purpose of clause (iii) the date on which the suspension of the prospectus exceeds the time permitted under Section 6(d) hereof, being referred to as an “Event Date”), then, in addition to any other rights Subscriber may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to Subscriber an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate purchase price paid by Subscriber pursuant to this Subscription Agreement. The parties agree that the maximum aggregate liquidated damages payable to Subscriber under this Subscription Agreement shall be 10.0% of the aggregate purchase price paid by Subscriber pursuant to this Subscription Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section 6(g) in full within five days after the date payable, the Company will pay interest thereon at a rate of 15.0% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to Subscriber, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

(h) To the extent Subscriber is identified as a selling stockholder in the Registration Statement or any other registration statement which covers the Registrable Shares or Registrable ADSs, Subscriber agrees to, severally and not jointly with any Other Subscriber in the Offering contemplated hereby or any other selling shareholders using the applicable registration statement, indemnify and hold the Company, and the officers, employees, directors, partners, members, attorneys and agents of the Company, each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Company within the meaning of Rule 405 under the Securities Act (collectively, the “Company Indemnified Parties”), harmless against any and all Losses incurred by Company Indemnified Parties directly that are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Registrable Shares or Registrable ADSs (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, in each case to the extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by Subscriber expressly for use therein. In no event shall the liability of Subscriber under this Section 6(h) be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Registrable Shares or Registrable ADSs giving rise to such indemnification obligation. Notwithstanding the forgoing, Subscriber’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of Subscriber (which consent shall not be unreasonably withheld, delayed or conditioned).

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7. Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof (save for any obligations of the Company in respect of the return of any monies paid by the Subscriber in connection herewith), upon the earliest to occur of: (a) the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement; (b) such date and time as the Transaction Agreement is terminated in accordance with its terms; (c) if any of the conditions to Closing set forth in Section 3 are not satisfied or waived as of the Closing Date and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be and are not consummated as of the date of the Transaction Closing; or (d) written notice by either (x) the Company to Subscriber or (y) Subscriber to the Company, if the transactions contemplated by this Subscription Agreement are not consummated on or prior to the Outside Date (as defined in the Business Combination Agreement); provided that (i) nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach, and (ii) the provisions of Sections ‎7 through 10 of this Subscription Agreement will survive any termination of this Subscription Agreement and continue indefinitely. The Company shall notify Subscriber of the termination of the Transaction Agreement promptly after the termination of such agreement. Upon the termination of this Subscription Agreement in accordance with this Section 7, any monies paid by Subscriber to the Company for the Aggregate Purchase Price hereunder shall be promptly (and in any event within three (3) business days) returned to Subscriber, without any deduction for or on account of any tax withholding except as required by law, charges or set-off.

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8. TrustAccount Waiver. Subscriber hereby represents and warrants that it has read the IPO Prospectus (to the extent Subscriber deems it necessary) and understands that RAAQ has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain private placements occurring simultaneously with its IPO (including interest accrued from time to time thereon) for the benefit of RAAQ’s public shareholders (the “Public Shareholders”), and that, except as otherwise described in the IPO Prospectus, RAAQ may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their shares in connection with the consummation of RAAQ’s initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”), (b) to the Public Shareholders if RAAQ fails to consummate a Business Combination within 18 months after the closing of its IPO (or 21 months after the closing of its IPO if RAAQ has executed a definitive agreement for a Business Combination within 18 months after the closing of its IPO), subject to extension by amendment to RAAQ’s organizational documents (the “Completion Window”), (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes, and up to $100,000 in liquidation and dissolution expenses, (d) as directed by RAAQ after or concurrently with the consummation of a Business Combination or (e) to the Public Shareholders in the event they elect to redeem and properly submit their shares in connection with a shareholder vote to amend RAAQ’s organizational documents to modify (A) the substance or timing of RAAQ’s obligations to allow redemption in connection with a Business Combination or to redeem 100% of its public shares if RAAQ has not consummated a Business Combination within the Completion Window or (B) any other material provisions relating to shareholder rights or pre-Business Combination activity. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom) except for redemption and liquidation rights, if any, Subscriber and its affiliates may have in respect of any SPAC Class A Ordinary Shares (as defined in the Transaction Agreement) held by them or the release of proceeds from the Trust Account upon consummation of the Transaction, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability, and Subscriber further waives its right to any distributions from the Trust Account with respect to the Shares in the event of RAAQ’s liquidation (collectively, the “Released Claims”). Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with RAAQ or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and RAAQ to induce the Company to enter in this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To the extent Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company, RAAQ or any of their respective Representatives, which proceeding seeks, in whole or in part, monetary relief against the Company, RAAQ or any of their respective Representatives, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber or its affiliates (or any person claiming on any of their behaves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 8 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

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9. Miscellaneous.

(a) Neither this Subscription Agreement nor any rights or obligations that may accrue to Subscriber hereunder (other than the Shares acquired hereunder, if any, subject to applicable securities laws) may be transferred or assigned by Subscriber without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), and any purported transfer or assignment without such consent shall be null and void ab initio.

(b) The Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the eligibility of Subscriber to acquire the Shares, and Subscriber shall provide such information to the Company promptly upon such request, it being understood by Subscriber that the Company may without any liability hereunder reject Subscriber’s subscription prior to the Closing Date in the event Subscriber fails to provide such additional information requested by the Company to evaluate Subscriber’s eligibility or the Company determines that Subscriber is not eligible. The Company agrees to keep any such additional information confidential (except as may be required by applicable law or administrative or legal proceeding). On or prior to the Closing Date, the Company and Subscriber shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated by this Subscription Agreement.

(c) Subscriber acknowledges that the Company, RAAQ and others will rely on the acknowledgments, understandings, agreements, representations and warranties of Subscriber contained in this Subscription Agreement as if they were made directly to them. Prior to the Closing, Subscriber agrees to promptly notify the Company if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate such that the conditions set forth in Sections 3(b)(i) and 3(b)(ii) would not be satisfied as of the Closing Date. Subscriber agrees that the purchase by Subscriber of Shares from the Company will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by Subscriber as of the time of such purchase, unless such acknowledgments, understandings, agreements, representations and warranties herein have been given as of a certain date. Each of the Company and Subscriber acknowledges and agrees that RAAQ is a third-party beneficiary of the representations, warranties and covenants of the Company contained in Section 4 and Subscriber contained in Section 5 of this Subscription Agreement and its express rights set forth in Section 9, and that RAAQ is otherwise an express third-party beneficiary of this Subscription Agreement, entitled to enforce the terms hereof against Subscriber as if it was an original party hereto. Except as expressly set forth herein, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns. Prior to the Closing, the Company agrees to promptly notify Subscriber if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate in a manner that would have or would reasonably be expected to have a Material Adverse Effect on the Company.

(d) Each of the Company and RAAQ is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Subscriber shall not issue any press release or make any other similar public statement with respect to the transactions contemplated hereby without the prior written consent of the Company (which may be given via email by authorized Representatives) (such consent not to be unreasonably withheld or delayed).

(e) All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.

(f) This Subscription Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement of such modification, waiver, or termination is sought; provided, however, that no modification or waiver by the Company of the provisions of this Subscription Agreement prior to the Transaction Closing shall be effective without the prior written consent of Subscriber (other than modifications or waivers that are solely ministerial in nature or otherwise immaterial and do not affect any economic or any other material term of this Subscription Agreement). The Company shall notify Subscriber of any such amendments, modifications, waivers or terminations. No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or other exercise of any right, power or privilege hereunder.

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(g) This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof (other than any confidentiality agreement entered into by the Company and Subscriber in connection with the Offering).

(h) This Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

(i) If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. Upon such determination that any provision is invalid, illegal or unenforceable, the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(j) This Subscription Agreement may be executed in two or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

(k) The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that the Company shall be entitled to specifically enforce Subscriber’s obligations to fund the subscription and the provisions of the Subscription Agreement, in each case, on the terms and subject to the conditions set forth herein. The parties hereto further acknowledge and agree: (A) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy; (B) not to assert that a remedy of specific enforcement pursuant to this Section 9(k) is unenforceable, invalid, contrary to applicable law or inequitable for any reason; and (C) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate.

(l) Each party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.

(m) Except where required to comply with applicable securities laws, without Subscriber’s prior written consent (which may be given via email by authorized Representatives of the Subscriber), the Company will not use or disclose the name of Subscriber or its affiliates or advisors or any information relating to Subscriber or this Subscription Agreement, other than to the Company’s lawyers, independent accountants and to other advisors and service providers who reasonably require such information in connection with the provision of services to such person, are advised of the confidential nature of such information and are obligated to keep such information confidential. Without Subscriber’s prior written consent, the Company shall not use the name of Subscriber or any of its affiliates or advisors in any press release issued by the Company or Current Report on Form 8-K filed by RAAQ with the SEC in connection with the Transaction Agreement or the execution and delivery of this Subscription Agreement and the filing of any related documentation by the Company or RAAQ with the SEC, except to the extent required by the federal securities laws, rules or regulations and to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the SEC, or under the U.S. Exchange.

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(n) This Subscription Agreement, and all actions or matters based hereon, or arising out of, under or in connection herewith, or any transaction contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles relating to conflict of laws that would result in the application of the laws of any other jurisdiction. Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state and federal courts seated in New York County, New York (and any appellate courts thereof) in any action or proceeding arising out of or relating to this Subscription Agreement, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other proceeding relating to the transactions contemplated by this Subscription Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 9(o). Nothing in this Section 9(n) shall affect the right of any party to serve legal process in any other manner permitted by law. Each party hereby knowingly, voluntarily and intentionally irrevocably waives the right to a trial by jury in respect to any litigation, dispute, claim, legal action or other legal proceeding based hereon, or arising out of, under, or in connection with, this Subscription Agreement or the transactions contemplated hereby.

(o) All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered by email, absent affirmative receipt of an automated notice of delivery failure from the recipient’s email server, during regular business hours of the recipient or, if delivered outside of regular business hours, the following business day, (iii) one business day after being sent, if sent by reputable, internationally recognized overnight courier service or (iv) three (3) business days after being mailed, if sent by registered or certified mail, prepaid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company:

IQM Finland Oy

Keilaranta 19 D

FI-02150 Espoo

Finland

Attention: Jan Kürschner, Chief Financial Officer; Mark Falcon, General Counsel

Email: [***]

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

Borenius Attorneys Ltd

Eteläesplanadi 2

FI-00130 Helsinki

Finland

Attention: Juha Koponen; Eino Järnroos

E-mail: [***]

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

Cooley LLP

55 Hudson Yards

New York, New York 10001

Attention: Eric Blanchard and Peter Byrne

Email: [***]

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

Real Asset Acquisition Corp

174 Nassau Street

Suite 2100

Princeton, New Jersey 08542

Attention: Peter Ort

Email: [***]

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

Perkins Coie LLP

1155 Avenue of the Americas

22^nd^ Floor

New York, New York 10036

Attention: Elliott Smith

Email: [***]

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

Krogerus Attorneys Ltd

Fabianinkatu 9

00130 Helsinki

Finland

Attention: Tom Fagernäs

Email: [***]

Notice to Subscriber shall be given to the address underneath Subscriber’s name on the signature page hereto.

(p) From and after the date hereof, the Company shall not, and shall cause each of its affiliates, representatives and agents to not, provide Subscriber or any of its affiliates, representatives or agents, with any material nonpublic information regarding the Company, any of its affiliates or any other person (“MNPI”) without the express prior written consent of such Subscriber. The Company hereby acknowledges and agrees that neither Subscriber nor any of its affiliates shall have any duty of trust or confidence with respect to, or duty not to trade on the basis of, any MNPI (i) provided by, or on behalf of, the Company, any of its affiliates or any of their respective officers, directors, employees, attorneys, agents or representatives or (ii) otherwise possessed (or continued to be possessed) by Subscriber (or any affiliate, agent or representative thereof), in each case, as a result of any breach or violation of any of the covenants set forth in this Agreement. Notwithstanding anything to the contrary herein, in the event that the Company believes that a notice or communication to Subscriber or any of its affiliates, attorneys, agents or representatives contains MNPI, the Company shall, prior to the delivery of such notice or communication, so indicate to Subscriber, and such indication shall provide Subscriber the means to refuse to receive such notice or communication, and in the absence of any such indication, such Subscriber, the other holders of the Shares and their respective affiliates, agents and representatives shall be allowed to presume that all matters relating to such notice or communication do not constitute MNPI. The Company covenants and agrees that it shall, prior to or concurrently with the Transaction Closing, file or cause to be filed such reports or documents with the SEC as shall be necessary to publicly disclose, to the extent legally permissible, any MNPI previously provided to Subscriber or its representatives by the Company or its representatives in connection with the transactions contemplated hereby.

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(q) The headings set forth in this Subscription Agreement are for convenience of reference only and shall not be used in interpreting this Subscription Agreement. In this Subscription Agreement, unless the context otherwise requires: (i) whenever required by the context, any pronoun used in this Subscription Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; and (iii) the words “herein,” “hereto” and “hereby” and other words of similar import in this Subscription Agreement shall be deemed in each case to refer to this Subscription Agreement as a whole and not to any particular portion of this Subscription Agreement. As used in this Subscription Agreement, the term: (A) “trading day” shall mean any day on which the U.S. Exchange is open for trading; (B) “business day” shall mean any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in (i) New York, New York and (ii) Helsinki, Finland are required or are authorized to close for business (excluding as a result of “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in such locations are generally open for use by customers on such day); (C) “person” shall refer to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (D) “affiliate” shall mean, with respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such specified person (where the term “control” (and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise). For the avoidance of doubt, any reference in this Subscription Agreement to an affiliate of RAAQ prior to the closing of a Business Combination will include RAAQ’s sponsor, RAAQ Sponsor LLC, a Delaware limited liability company.

(r) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties may reasonably deem practical and necessary in order to consummate the Offering as contemplated by this Subscription Agreement.

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10. IndependentNature of Investment. The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscriber under the Other Subscription Agreements. The decision of Subscriber to purchase Shares pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company, RAAQ or any of their respective subsidiaries which may have been made or given by any Other Subscriber or by any agent, employee or other representative of any Other Subscriber, and neither Subscriber nor any of its agents, employees or other representatives shall have any liability to any Other Subscriber (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber or Other Subscriber pursuant hereto or thereto, shall be deemed to constitute Subscriber and Other Subscribers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and Other Subscribers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as agent for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection with monitoring its investment in the Shares or enforcing its rights under this Subscription Agreement. Subscriber shall be entitled to independently protect and enforce its rights under this Subscription Agreement, and it shall not be necessary for any Other Subscriber to be joined as an additional party in any proceeding for such purpose.

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IN WITNESS WHEREOF, the parties hereto have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

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IQM FINLAND OY
By:
Name:
Title:

[Signature Page to SubscriptionAgreement]

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IN WITNESS WHEREOF, the undersigned has caused this Subscription Agreement to be duly executed by its authorized signatory as of the date first indicated above.

Name(s) of Subscriber:

_____________________________________________________________

Signature of Subscriber:

_____________________________________________________________

Address for Notice to Subscriber:

_____________________________________________________________

_____________________________________________________________

_____________________________________________________________

Attention: ____________________________________________________

Email: _______________________________________________________

Telephone: ____________________________________________________

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Subscription Amount: __________________________________________

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Number of Shares: _____________________________________________

Subscriber status (mark one): ☐ U.S. investor ☐  Non-U.S. investor (including Finnish investors)

EIN Number or Finnish business ID:_________________________________

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If you have a Finnish book-entry account:

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Book-entry account number:<br> (35 digits, starting “APKE”)	_____________________________________________
Account operator:<br> (The operator holding your shares in custody, e.g. your bank)	_____________________________________________

If you don’t have a Finnish book-entry account

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Foreign Custody Account Number:<br> (Custody account number defined by your foreign custody operator)	_____________________________________________
Foreign Custody: (Name and BIC) (The foreign custody operator holding your shares in custody, e.g. your bank)	_____________________________________________
Foreign Custody’s contact details: (e-mail and phone)	_____________________________________________

Exhibit A

Accredited Investor Questionnaire

Capitalized terms used and not defined in this Exhibit A shall have the meanings given in the Subscription Agreement to which this Exhibit A is attached.

The undersigned represents and warrants that the undersigned is an “accredited investor” (an “Accredited Investor”) as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”), for oneor more of the reasons specified below (please check all boxes that apply):

(i)	A natural person whose net worth, either individually<br> or jointly with such person's spouse or spousal equivalent, at the time of Subscriber's purchase, exceeds $1,000,000;<br><br> <br><br><br> <br>The term “net worth” means the excess of total assets over total liabilities (including personal and real property, but excluding the estimated fair market value of Subscriber's primary home). For the purposes of calculating joint net worth with the person's spouse or spousal equivalent, joint net worth can be the aggregate net worth of Subscriber and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. There is no requirement that securities be purchased jointly. A spousal equivalent means a cohabitant occupying a relationship generally equivalent to a spouse.
(ii)	A natural person who had an individual income<br> in excess of $200,000, or joint income with Subscriber's spouse or spousal equivalent in excess of $300,000, in each of the two most recent<br> years and reasonably expects to reach the same income level in the current year;<br><br> <br><br><br> <br>In determining individual “income,” Subscriber should add to Subscriber's individual taxable adjusted gross income (exclusive of any spousal or spousal equivalent income) any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IRA or Keogh retirement plan, alimony payments, and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.
(iii)	A director or executive officer of the Company;
(iv)	A natural person holding in good standing with<br> one or more professional certifications or designations or other credentials from an accredited educational institution that the U.S.<br> Securities Exchange Commission (“SEC”) has designated as qualifying an individual for accredited investor status;<br><br> <br><br><br> <br>The SEC has designated the General Securities Representative license (Series 7), the Private Securities Offering Representative license (Series 82) and the Licensed Investment Adviser Representative (Series 65) as the initial certifications that qualify for accredited investor status.
(v)	A natural person who is a “knowledgeable employee” as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940 (the "Investment Company Act"), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in Section 3 of the Investment Company Act, but for the exclusion provided by either Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act;
(vi)	A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity;
(vii)	A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(viii)	An investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) or registered pursuant to the laws of a state, or an investment adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the Investment Advisers Act;
(ix)	An insurance company as defined in Section 2(13) of the Exchange Act;
(x)	An investment company registered under the Investment Company Act or a business development company as defined in Section 2(a)(48) of that Act;
(xi)	A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;
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(xii)	A Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act;
(xiii)	A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state, or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
(xiv)	An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
(xv)	A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
(xvi)	An organization described in Section 501(c)(3) of the Internal Revenue Code, or a corporation, business trust, partnership, or limited liability company, or any other entity not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000;
(xvii)	A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of investing in the Company;
(xviii)	A “family office” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act with assets under management in excess of $5,000,000 that is not formed for the specific purpose of acquiring the securities offered and whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment;
(xix)	A “family client” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act, of a family office meeting the requirements set forth in (xiii) and whose prospective investment in the issuer is directed by a person from a family office that is capable of evaluating the merits and risks of the prospective investment;
(xx)	A “qualified institutional buyer” as defined in Rule 144A under the Securities Act;
(xxi)	An entity, of a type not listed above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; and/or
(xxii)	An entity in which all of the equity owners qualify as an accredited investor under any of the above subparagraphs.
(xxiii)	Subscriber does not qualify under any of the investor categories set forth in (i) through (xvii) above.

Type of Subscriber. Indicate the form of entity of Subscriber:

☐	Individual	☐	Limited Partnership
☐	Corporation	☐	General Partnership
☐	Revocable Trust	☐	Limited Liability Company
☐	Other Type of Trust (indicate type):
☐	Other (indicate form of organization):
If Subscriber is not an individual, indicate the approximate date Subscriber entity was formed: _____________________.
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If Subscriber is not an individual, initial the line below which correctly describes the application of the following statement to Subscriber's situation: Subscriber (x) was not organized or reorganized for the specific purpose of acquiring the Shares and (y) has made investments prior to the date hereof, and each beneficial owner thereof has and will share in the investment in proportion to his or her ownership interest in Subscriber.
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__________ True

__________ False

If the “False” line is initialed, each person participating in the entity will be required to fill out a Subscription Agreement.

Subscriber:
Subscriber Name:
By:
Signatory Name:
Date:

Exhibit 10.6

FORM OF REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of [●], 2026, is made and entered into by and among:

(i) IQM Finland Oy (Finnish Business ID 2912625-6), a limited liability company (Fi. osakeyhtiö) incorporated under the laws of Finland (“Company”);

(ii) RAAQ Sponsor LLC, a Delaware limited liability company (the “Sponsor”); and

(iii) other undersigned parties listed to the signature page hereto, including certain shareholders of Company, as set forth on Schedule A hereto (the “Legacy Company Equityholders”), certain former shareholders of SPAC (the “Legacy SPAC Shareholders”) and certain former warrantholders of SPAC (the “Legacy SPAC Warrantholders” and, together with the Sponsor and the Legacy SPAC Shareholders, the “Legacy SPAC Equityholders”) (each such party, together with the Sponsor, the Legacy Company Equityholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and, collectively the “Holders”).

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RECITALS

WHEREAS, capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Business Combination Agreement (the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”) entered into on February 22, 2026, by and among the Company, IQM US LLC, a limited liability company incorporated under the laws of Delaware and an indirect, wholly owned subsidiary of the Company (“Merger Sub”), Eclipse QC S.à r.l., a Luxembourg private limited liability company (sociétéà responsabilité limitée), having its registered office at 16, rue Eugène Ruppert, L - 2453 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under registration number B299105 and a direct, wholly owned subsidiary of the Company (“LuxCo”), and Real Asset Acquisition Corp., a Cayman Islands exempted company (“SPAC”), pursuant to which, among other things, SPAC will merge with and into Merger Sub, with Merger Sub surviving the Merger as an indirect and wholly owned subsidiary of the Company (the “Merger”)(the closing of the Merger, the “Closing”);

WHEREAS, pursuant to the terms and provisions of the Business Combination Agreement, prior to the Merger Effective Time, Company will have undertaken the Share Split whereby, among other things, Pre-Share Split Ordinary Shares held by the Legacy Company Equityholders will be reclassified into ordinary shares, with no nominal value, of the Company (the “Company Ordinary Shares”);

WHEREAS, following the Closing, the Holders will hold certain number of Company Ordinary Shares (including Company Ordinary Shares represented by Company ADSs) and a certain number of Company Warrants;

WHEREAS, SPAC and the Legacy SPAC Equityholders are parties to that certain Registration Rights Agreement, dated April 28, 2025 (the “Prior Agreement”), and being all of the parties to the Prior Agreement, desire to terminate the Prior Agreement to provide for the terms and conditions included herein; and

WHEREAS, at the Closing, SPAC, the Company and the Holders desire to enter into this Agreement on the date hereof, to be effective upon the Closing, pursuant to which the Company shall grant the Holders certain registration rights with respect to the Registrable Securities (as defined herein) on the terms and conditions 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:

“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 Chief Financial Officer of the Company or the Board, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus 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, declared effective or used, as the case may be, and (iii) the Company has a bona fide business purpose for not making such information public.

“Action” shall mean any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, case, litigation, proceeding or investigation (whether civil, criminal, administrative or investigative) by or before any court or grand jury, any Governmental Authority or any arbitration or mediation tribunal.

“Affiliate” shall have the meaning given in the Business Combination Agreement.

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

“Amended Company Articles of Association” shall mean the amended Articles of Association in the form attached to the Business Combination Agreement as Exhibit F.

“Board” shall mean the board of directors of the Company.

“Blackout Period” shall have the meaning given in Section 3.4.2.

“Block Trade” shall mean an offering and/or sale of Registrable Securities yielding aggregate gross proceeds in excess of $20 million by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction.

“Business Combination Agreement” shall have the meaning given in the Recitals hereto.

“Business Day” shall mean a day, other than a Saturday, Sunday or federal holiday, on which banks in Finland and New York City are generally open for normal business.

“Closing” shall have the meaning given in the Recitals hereto.

“Closing Date” shall have the meaning given in the Business Combination Agreement.

“Commission” shall mean the Securities and Exchange Commission.

“Company” shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.

“Company ADSs” means American Depositary Shares of the Company issued pursuant to the Depositary Agreement, each representing the right to one Company Ordinary Share.

“Company Ordinary Shares” shall have the meaning given in the Recitals hereto and having the rights and being subject to the restrictions, set out in the Amended Company Articles of Association.

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“Company Warrant” shall have the meaning given in the Business Combination Agreement.

“Demanding Holder” shall have the meaning given in Section 2.1.4.

“Depositary Agreement” shall have the meaning given in Section 3.1.18.

“Depositary” shall have the meaning given in the Business Combination Agreement.

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

“FINRA” shall mean the Financial Industry Regulatory Authority Inc.

“Form F-1 Shelf” shall have the meaning given in Section 2.1.1.

“Form F-3 Shelf” shall have the meaning given in Section 2.1.1.

“Governmental Authority” shall mean any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency (which for the purposes of this Agreement shall include FINRA and the Commission), governmental commission, department, board, bureau, agency or instrumentality, arbitral panel, court or tribunal, whether domestic, foreign, multinational, or supranational exercising executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to government and any executive official thereof.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“Holder” and “Holders” shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.

“Holder Information” shall have the meaning given in Section 4.1.2.

“Law” shall mean any applicable U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, income tax treaty, Governmental Order, requirement or rule of law (including common law) or other binding directives promulgated, issued, entered into or taken by any Governmental Authority.

“Legacy Company Equityholders” shall have the meaning given in the Preamble hereto.

“Legacy SPAC Equityholders” shall have the meaning given in the Preamble hereto.

“Legacy SPAC Shareholders” shall have the meaning given in the Preamble hereto.

“Legacy SPAC Warrantholders” shall have the meaning given in the Preamble hereto.

“Lock-up Period” shall (i) with respect to the Legacy Company Equityholders, have the meaning given in the applicable Shareholder Lock-Up Agreement, (ii) with respect to the Sponsor and the Legacy SPAC Shareholders, have the meaning given in the Sponsor Support Agreement and (iii) with respect to the Legacy SPAC Warrantholders, mean the Private Placement Warrant Lockup Period.

“LuxCo” shall have the meaning given in the Recitals hereto.

“Maximum Number of Securities” shall have the meaning given in Section 2.1.5.

“Merger” shall have the meaning given in the Recitals hereto.

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“Merger Sub” shall have the meaning given in the Recitals hereto.

“Minimum Takedown Threshold” shall have the meaning given in Section 2.1.4.

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

“New Registration Statement” shall have the meaning given in Section 2.1.7.

“Other Coordinated Offering” shall have the meaning given in Section 2.4.1.

“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 Lockup Period pursuant to the Shareholder Lock-Up Agreements or the Sponsor Support Agreement, as applicable, to which such Holder is a party, and, solely with respect to the Legacy SPAC Warrantholders, the Private Placement Purchase Agreement, dated April 28, 2025, by and between SPAC and such Legacy SPAC Warrantholders.

“Person” shall have the meaning given in the Business Combination Agreement.

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

“Prior Agreement” shall have the meaning given in the Recitals hereto.

“Private Placement Warrant Lock-up Period” shall mean, with respect to the Company Warrants held by the Legacy SPAC Warrantholders and the Company Ordinary Shares issued or issuable upon exercise of the Company Warrants held by such Legacy SPAC Warrantholders, the period ending 30 days after the Closing.

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

“Registrable Security” shall mean (a) any outstanding Company Ordinary Shares or Company Warrants held by a Holder at the Closing (including any Company Ordinary Shares issued in connection with the Share Split, or issued or issuable in connection with the Merger pursuant to the terms of the Business Combination Agreement), (b) any Company Ordinary Shares issued or issuable upon the conversion or exchange of any other class of Company Ordinary Shares following the Closing in accordance with the Amended Company Articles of Association, (c) any Company Ordinary Shares that may be acquired by Holders upon the exercise of a Company Warrant, (d) any Company Ordinary Shares or Company Warrants held by the Holders (including any Company Ordinary Shares issued or issuable upon the exercise of any such Company Warrant held by the Holders) otherwise acquired or owned by a Holder following the date hereof to the extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company, and (e) any other Company Ordinary Shares issued or issuable with respect to any securities referenced in clause (a), (b), (c) or (d) above by way of a share dividend or share split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such security shall cease to be a Registrable Security upon the earliest to occur of: (A) the transfer of such security by a Holder to any Person other than (i) a Permitted Transferee or (ii) another Holder or an Affiliate or equityholder of such other Holder; (B) the time at which such security ceases to be outstanding; (C) upon the sale of such security to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction; and (D) the time at which such security may be sold in a single transaction without volume, manner-of-sale or other restrictions under Rule 144 or Regulation S. All references to “Company Ordinary Shares” in this definition shall include Company Ordinary Shares represented by Company ADSs.

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

“Registration Expenses” shall mean the 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 FINRA) relating to the Registrable Securities and any national securities exchange on which the Company ADSs are then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside 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 the Company;

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

(F) reasonable fees and expenses of legal counsel in connection with an Underwritten Offering (not to exceed $50,000 without the consent of the Company); and

(G) American Depository issuance fees.

“Registration Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement. The term Registration Statement shall include any registration statement on Form F-6, or any successor form, necessary to register Company ADSs issued in accordance with the Depositary Agreement).

“Requesting Holders” shall have the meaning given in Section 2.1.5.

“SEC Guidance” shall have the meaning given in Section 2.1.7.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Share Split” shall have the meaning given in the Business Combination Agreement.

“Shareholder Lock-Up Agreement” shall have the meaning given in the Business Combination Agreement.

“Shelf” shall mean the Form F-1 Shelf, the Form F-3 Shelf or any Subsequent Shelf Registration, as the case may be.

“Shelf Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“SPAC” shall have the meaning given in the Recitals hereto.

“Sponsor” shall have the meaning given in the Preamble hereto.

“Sponsor Support Agreement” shall have the meaning given in the Business Combination Agreement.

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“Subsequent Shelf Registration” shall have the meaning given in Section 2.1.2.

“Transfer” shall mean the (a) sale of, 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 Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

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

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

“Underwritten Shelf Takedown” shall have the meaning given in Section 2.1.4.

“Withdrawal Notice” shall have the meaning given in Section 2.1.6.

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ARTICLE II

REGISTRATIONS AND OFFERINGS

2.1 Shelf Registration.

2.1.1 Filing. The Company shall use commercially reasonable efforts to file within 30 calendar days of the Closing Date, a Registration Statement for a Shelf Registration on Form F-1 (the “Form F-1 Shelf”) covering the resale of all the Registrable Securities (determined as of two (2) Business Days prior to such filing) on a delayed or continuous basis; provided, however, that the Company’s obligations to include the Registrable Securities held by a Holder in the Shelf are contingent upon such Holder furnishing in writing to the Company such information regarding the Holder, the securities of the Company held by the Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and the Holder shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations. The Company shall use commercially reasonable efforts to cause such Shelf to be declared effective as soon as practicable thereafter. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form F-1 Shelf, the Company shall use commercially reasonable efforts to convert the Form F-1 Shelf (and any Subsequent Shelf Registration) to a Shelf Registration on Form F-3 (the “Form F-3 Shelf” and, together with the Form F-1 Shelf, a “Shelf”) as soon as practicable after the Company is eligible to use Form F-3.

2.1.2 Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities (determined as of two (2) Business Days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration is filed, the Company shall use commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date), and (ii) keep such Subsequent Shelf Registration continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration shall be on Form F-3 or Form S-3, as applicable, to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form.

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2.1.3 Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of the Holder, shall promptly use commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof, provided, however, that the Company shall only be required to cause such Registrable Securities to be covered twice per calendar year for any Holder.

2.1.4 Requests for Underwritten Shelf Takedowns. At any time and from time to time when an effective Shelf is on file with the Commission, any Holder (being, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or Other Coordinated Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by all Holders selling any Registrable Securities in such offering with a total offering price reasonably expected to exceed, in the aggregate, $50 million (the “Minimum Takedown Threshold”); and under no circumstances shall the Company be obligated to effect more than an aggregate of two Underwritten Shelf Takedowns in any calendar year. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least ten days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Subject to Section 2.4.4, the Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Such Demanding Holders shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Shelf Takedown.

2.1.5 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Demanding Holder and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holder and the Requesting Holders (if any) desire to sell, taken together with all other Company Ordinary Shares (including Company Ordinary Shares represented by Company ADSs) or other equity securities that the Company desires to sell and all other Company Ordinary Shares (including Company Ordinary Shares represented by Company ADSs) or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders, 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 the Company shall include in such Underwritten Offering, before including any Company Ordinary Shares (including Company Ordinary Shares represented by Company ADSs) or other equity securities proposed to be sold by Company or by other holders of Company Ordinary Shares (including Company Ordinary Shares represented by Company ADSs) or other equity securities, the Registrable Securities of the Demanding Holder and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that such Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Holder and Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.

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2.1.6 Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, the Demanding Holder initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Underwritten Shelf Takedown, and such Underwritten Shelf Takedown shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4 hereof; provided that the Requesting Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.6.

2.1.7 New Registration Statement. Notwithstanding the registration obligations set forth in this Section 2.1, in the event the Commission informs the Company that the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use commercially reasonable efforts to file amendments to the Shelf Registration as required by the Commission and/or (ii) withdraw the Shelf Registration and file a new registration statement (a “New Registration Statement”), on Form F-3 or if Form F-3 is not then available to the Company for such registration statement, on such other form available to register for resale of the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (“SEC Guidance”), including without limitation, the publicly available Commission or staff guidance (including Compliance and Disclosure Interpretations). Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company advocated with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of Registrable Securities held by the Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends the Shelf Registration or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form F-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration, as amended, or the New Registration Statement.

2.1.8 Effective Registration. Notwithstanding the provisions of Section 2.1.4 above or any other part of this Agreement, a Registration shall not count as a Registration unless and until (i) the Registration Statement has been declared effective by the Commission, and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that, if after such Registration Statement has been declared effective, an offering of Registrable Securities 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 Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company 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.

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2.2 Piggyback Registration.

2.2.1 Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form F-4 or Form S-4 (or other similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, or (v) for a rights offering, then the Company shall give written notice of such proposed offering 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 or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

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

(a) if the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the Company Ordinary Shares (including Company Ordinary Shares represented by Company ADSs) or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Company Ordinary Shares (including Company Ordinary Shares represented by Company ADSs) or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder;

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(b) if the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the Company Ordinary Shares (including Company Ordinary Shares represented by Company ADSs) or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Company Ordinary Shares (including Company Ordinary Shares represented by Company ADSs) or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Company Ordinary Shares (including Company Ordinary Shares represented by Company ADSs) or other equity securities for the account of other persons or entities that the Company 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; and

(c) if the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than the Demanding Holder, whose right to withdrawal from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1.6), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.

2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4 hereof.

2.3 Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if reasonably requested with prior written notice by the managing Underwriters, each Holder that is (a) an executive officer, (b) a director or (c) Holder in excess of five percent (5%) of the outstanding Company Ordinary Shares (including Company Ordinary Shares represented by Company ADSs) (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any Company Ordinary Shares (including Company Ordinary Shares represented by Company ADSs) (other than those included in such offering pursuant to this Agreement), without the prior written consent of the managing Underwriters, during the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement, in the event the managing Underwriters otherwise agree by written consent or under Rule 10b5-1 trading plans (or similar plan) in effect prior to such 90-day period. Each Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

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2.4 Block Trades; Other Coordinated Offerings.

2.4.1 Notwithstanding any other provision of Article II, but subject to Sections 2.3 and 3.4, at any time and from time to time when an effective Shelf is on file with the Commission and effective, if a Demanding Holder wishes to engage in (a) a Block Trade or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each case with a total offering price reasonably expected to exceed, in the aggregate, either the lesser of (x) $10 million and (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder shall notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering and any related due diligence and comfort procedures, in accordance with Sections 3.1.11 and 3.1.12.

2.4.2 Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4.2.

2.4.3 Any Registration effected pursuant to this Section 2.4 shall be deemed an Underwritten Shelf Takedown and within the cap on Underwritten Shelf Takedowns provided in the last sentence of Section 2.1.4. Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement.

2.4.4 The Company shall have the right to consent to the Underwriters and any sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks), which consent will not be unreasonably withheld, conditioned or delayed.

ARTICLE III

COMPANY PROCEDURES

3.1 General Procedures. In connection with any Shelf and/or Underwritten Shelf Takedown, the Company shall use 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 the Company shall, as expeditiously as possible:

3.1.1 prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities have ceased to be Registrable Securities;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5.0%) of the Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the 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 Underwriter(s), 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 request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

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

3.1.5 cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are then listed;

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

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least two (2) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (or such shorter period of time as may be necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable), furnish a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);

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 or the existence of any condition as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus to comply with law, and then to correct such Misstatement or include such information as is necessary to comply with law, in each case, as set forth in Section 3.4 hereof;

3.1.10 permit a representative of the Holders, the Underwriter(s), if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense (except as otherwise set forth herein) in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter(s), attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriter(s) agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11 obtain a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, Block Trade or Other Coordinated Offering that is registered pursuant to a Registration Statement, in customary form and covering such matters of the type customarily covered by “comfort” letters as the managing Underwriter or other similar type of sales agent or placement agent may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

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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 the Company for the purposes of such Registration, addressed to the Holders, the placement agent(s) or sales agent(s), if any, and the Underwriter(s), if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, the placement agent(s), sales agent(s), or Underwriter(s) may reasonably request and as are customarily included in such opinions;

3.1.13 in the event of any Underwritten Offering or Other Coordinated Offering that is registered pursuant to a Registration Statement, enter into and perform its obligations under an underwriting agreement, sales agreement or placement agreement, in usual and customary form, with the managing Underwriter(s), sales agent(s) or placement agent(s) 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 12 months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in effect);

3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $30 million with respect to an Underwritten Offering pursuant to Section 2.1.4, use commercially reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter(s) in such Underwritten Offering;

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; and

3.1.17 assist the Depositary in maintaining an effective registration of the Company ADSs on Form F-6 in accordance with the Depositary Agreement (the “Depositary Agreement”) and cooperate with the Depositary in filing amendments or supplements to such Form F-6 as may be necessary to permit the Holders to exercise their rights hereunder with respect to their Company ADSs representing Registrable Securities then outstanding, in accordance with the rights of the Holders under this Agreement and the Depositary Agreement.

Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if such Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or Other Coordinated Offering that is registered pursuant to a Registration Statement.

3.2 Registration Expenses. All Registration Expenses shall be borne by the Company. It is acknowledged by the Holders that the Holders selling any Registrable Securities in an offering shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ or agents’ 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, in each case pro rata based on the number of Registrable Securities that such Holders have sold in such Registration.

3.3 Requirements for Participation in Underwritten Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No person may participate in any Underwritten Offering or Other Coordinated Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

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3.4 Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.

3.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.

3.4.2 If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment of the majority of the Board, be materially detrimental to the Company and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose (any such period, a “Blackout Period”); provided, that no Blackout Period shall exceed more than 30 consecutive days after the request of the Holders is given. In the event the Company exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities.

3.4.3 (a) During the period starting with the date 15 Business Days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date 120 days after the effective date of, a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of the applicable Shelf, or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Company and such Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Sections 2.1.4 or 2.4.

3.4.4 The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2 or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, for not more than 60 consecutive calendar days and not more than twice during any 12-month period.

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or Regulation S promulgated under the Securities Act (or any successor rule then in effect), including by causing its counsel to promptly provide any legal opinions requested by the transfer agent or warrant agent. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

3.6 Restrictive Legend Removal.

3.6.1 On the Closing Date, the Company shall cause the transfer agent to (a) remove any restrictive legends (including any electronic transfer restrictions) from all Registrable Securities that are not Locked-up Securities (as such term is defined in the Sponsor Support Agreement) issued and sold to the Legacy SPAC Equityholders pursuant to the Registration Statement on Form F-4 filed by the Company in connection with the Business Combination and (b) provide or cause any customary opinions of counsel to be delivered to the transfer agent in connection with such removal. Notwithstanding the foregoing, the Company shall not be required to remove (and may maintain or re-apply) any restrictive legend on Registrable Securities held by any Holder who is, on the Closing Date, an affiliate of the Company, to the extent such legend is required under applicable securities laws.

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3.6.2 Upon the written request of any Holder in connection with a bona fide sale of Registrable Securities pursuant to an effective Registration Statement, and promptly following the effectiveness of the Shelf filed in accordance with Section 2.1.1, the Company shall, within two (2) Business Days, cause the transfer agent or warrant agent to remove any restrictive legends (including any electronic transfer restrictions) from such Registrable Securities being sold by such Holder in connection with such sale and provide or cause any customary opinions of counsel to be delivered to the transfer agent in connection with such removal.

3.6.3 Following the termination of the applicable Lock-up Period, the Company shall cause the transfer agent or warrant agent to remove any legends, marks, stop-transfer instructions or other similar notations pertaining to such lock-up arrangements from the Company Ordinary Shares (including Company Ordinary Shares represented by ADSs) and/or Company Warrants, as applicable, that are subject to such sale.

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ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) resulting from 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 are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction of the Company in connection therewith.

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of a 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, 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; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person 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 the Company.

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.

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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. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

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

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ARTICLE V

MISCELLANEOUS

5.1 Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered by FedEx or other internationally recognized overnight delivery service, in each case with a copy sent by e-mail to such Holder, or (iii) by transmission by electronic mail. Any notice or communication under this Agreement must be addressed, if to the Company, to Keilaranta 19, 02150, Espoo, Finland, Attention: Jan Kürschner, Chief Financial Officer; Mark Falcon, General Counsel, with a copy (which will not constitute notice) to Cooley LLP, 55 Hudson Yards, New York, New York 10001, Attention: Eric Blanchard, Peter Byrne, David Silverman and Rita Sobral, and if to any Holder, at such Holder’s address and e-mail address as set forth in the Company’s books and records. Any Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the Company notice in the manner herein set forth.

5.2 Assignment; No Third Party Beneficiaries.

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

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5.2.2 A Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any Permitted Transferees to whom it transfers Registrable Securities; provided that such Registrable Securities remain Registrable Securities following such transfer and such Permitted Transferee agrees to become bound by the terms and provisions of this Agreement.

5.2.3 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (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 the Company, 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).

5.2.4 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. Any attempted assignment in violation of the terms of this Section 5.2 shall be null and void, ab initio.

5.2.5 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.

5.3 Captions. The captions 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.

5.4 Counterparts. This Agreement may be executed in two or more counterparts, and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document, but all of which together shall constitute one and the same instrument. Copies of executed counterparts of this Agreement transmitted by electronic transmission (including by email or in .pdf format) or facsimile as well as electronically or digitally executed counterparts (such as DocuSign) shall have the same legal effect as original signatures and shall be considered original executed counterparts of this Agreement.

5.5 Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable Law, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision of this Agreement is invalid, illegal or unenforceable under applicable Law, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby (including the Mergers) are consummated as originally contemplated to the greatest extent possible.

5.6 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 herein, shall be governed by, and construed in accordance with, the laws of the State of Delaware, 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.

5.7 CONSENT TO JURISDICTION; WAIVER OF TRIAL BY JURY. Any Action based upon, arising out of or related to this Agreement may be brought in federal and state courts located in the State of Delaware, and each of the parties hereto irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement in any other court. Nothing herein contained shall be deemed to affect the right of any party hereto to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 5.7. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS.

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5.8 Remedies. The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. The parties hereto acknowledge and agree that (i) such parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof and thereof, without proof of damages and without posting a bond, prior to the valid termination of this Agreement, this being in addition to any other remedy to which they are entitled under this Agreement, and (ii) the right of specific enforcement is an integral part of the transactions contemplated hereby and without that right, none of the parties hereto would have entered into this Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties hereto have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 5.8 shall not be required to provide any bond or other security in connection with any such injunction.

5.9 Amendments and Modifications. Upon the written consent of (a) the Company, (b) Sponsor, and (c) the Holders holding a majority of the voting power of the then-outstanding Registrable Securities then held by all Holders in the aggregate, 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 in the event any such waiver, amendment or modification would be disproportionate and adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.10 Termination of Existing Registration Rights. The registration rights granted under this Agreement shall supersede any registration, qualification or similar rights of the Holders with respect to any shares or securities of SPAC or the Company granted under any other agreement, and any of such preexisting registration, qualification or similar rights and such agreements shall be terminated and of no further force and effect.

5.11 Term. This Agreement shall be effective from and after the Closing Date and shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5 and Article IV shall survive any termination.

5.12 Holder Information. Each Holder agrees, if requested in writing, to represent to the Company or such other requesting Holder the total number of Registrable Securities held by such Holder in order for the Company or a requesting Holder to make determinations hereunder.

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[SIGNATURE PAGES FOLLOW]

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

COMPANY:
IQM Finland Oy
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

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

SPONSOR:
RAAQ Sponsor LLC
By:
Name:
Title:

[Signature Page to Registration Rights Agreement]

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

HOLDERS:
[    ]
By:
Name:

[Signature Page to Registration Rights Agreement]

Exhibit 10.7

FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of [●], 2026 (the “Effective Date”), is made by and between IQM Finland Oy, a limited liability company (Fi. osakeyhtiö) incorporated under the laws of Finland (the “Company”), Real Asset Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), Lucky Lucko, Inc. d/b/a Efficiency, a Delaware corporation (“Efficiency”) and [Warrant Agent], a [●] (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).

WHEREAS, SPAC and Efficiency are parties to that certain Warrant Agreement, dated as of April 28, 2025 (the “Existing Warrant Agreement”);

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WHEREAS as of the date hereof, SPAC has issued (i) 8,625,000 warrants as part of the units offered in its initial public offering (the “Public Warrants”), (ii) 3,725,000 warrants, bearing the legend set forth in Exhibit B hereto, to RAAQ Sponsor LLC, a Delaware limited liability company (the “Sponsor”), in a concurrent private placement pursuant to that certain Private Placement Warrants Purchase Agreement dated as of April 28, 2025 (the “Sponsor Private Placement Warrants”), and (iii) an aggregate of 1,725,000 warrants, bearing the legend set forth in Exhibit B hereto, to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Cohen& Co.”) and Clear Street LLC (together with Cohen & Co., the “Underwriters”), pursuant to that certain Private Placement Warrants Purchase Agreement dated as of April 28, 2025 (together with the Sponsor Private Placement Warrants, the “Private Placement Warrants”), in each case, on the terms and conditions set forth in the Existing Warrant Agreement, with each Public Warrant and Private Placement Warrant entitling the holder thereof to purchase one SPAC Class A Ordinary Share, par value $0.0001 per share (each a “SPAC Class A Ordinary Share*,*” and collectively the “SPACClass A Ordinary Shares”);

WHEREAS, on February 22, 2026, SPAC, the Company, and IQM US LLC, a Delaware limited liability company (“Merger Sub”) and Eclipse QC S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 16, rue Eugène Ruppert, L – 2453 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under registration number B299105 and a direct, wholly owned subsidiary of the Company (“LuxCo”), entered into a business combination agreement (as amended, modified or supplemented from time to time, the “Business CombinationAgreement”);

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WHEREAS, upon the terms and subject to the conditions of the Business Combination Agreement, upon the consummation of the transactions contemplated thereby (the “Closing”), among other things, (i) SPAC will merge with and into Merger Sub, with Merger Sub surviving as an indirect wholly owned subsidiary of the Company (the “Merger”) and (ii) the shareholders of SPAC will receive Ordinary Shares of the Company, no nominal value (the “Ordinary Shares”), in exchange for their SPAC Class A Ordinary Shares;

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WHEREAS, the Ordinary Shares issued to SPAC shareholders will be represented by American Depositary Shares (“ADSs”), which are issuable under the Deposit Agreement dated as of [●], 2026 (the “Deposit Agreement”) among the Company, [●], as the depositary bank acting as depositary under the Deposit Agreement, and all Owners and Holders (each as defined in the Deposit Agreement) from time to time of the ADSs issued thereunder, with each ADS representing one Ordinary Share;

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WHEREAS, upon consummation of the Merger, as provided in the Business Combination Agreement and Section 4.4 of the Existing Warrant Agreement, (i) the Public Warrants and Private Placement Warrants will no longer be exercisable for SPAC Class A Ordinary Shares, 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 represented by ADSs equal to the number of SPAC Class A 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 pursuant to this Agreement;

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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;

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WHEREAS, the consummation of the transactions contemplated by the Business Combination Agreement will constitute a Business Combination as defined in the Existing Warrant Agreement;

WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that SPAC and Efficiency may amend the Existing Warrant Agreement without the consent of any Registered Holder (as defined below) for the purpose of (i) curing any ambiguity, or curing, correcting or supplementing any defective provision contained therein, including to conform the provisions of the Existing Warrant Agreement to the description of the terms of the Warrants and the Existing Warrant Agreement set forth in the prospectus (the “Prospectus”) included with the Registration Statement on Form S-1 (File No. 333-284777) filed by SPAC with the Securities and Exchange Commission (the “Commission”), (ii) adjusting the definition of “Ordinary Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2 of the Existing Warrant Agreement or (iii) adding or changing any other provisions with respect to matters or questions arising under the Existing Warrant Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders thereunder;

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WHEREAS, the Depositary has filed with the Commission a Registration Statement on Form F-6, File No. 333-[●] (the “ADS Registration Statement”) for the registration under the Securities Act of the ADSs that may be issued in exchange for Ordinary Shares issued in the Business Combination and the Ordinary Shares underlying the Warrants, and the ADS Registration Statement was declared effective on [●], 2026.

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WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;

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WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and

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WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

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

1. Assignment and Assumption; Amendment; Appointment of Warrant Agent.

1.1. Assignment and Assumption. SPAC hereby assigns to the Company all of SPAC’s right, title and interest in and to the Existing Warrant Agreement and the Warrants (each as amended hereby) as of the Closing. The Company hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of SPAC’s liabilities and obligations under the Existing Warrant Agreement and the Warrants (each as amended hereby) arising from and after the Closing.

1.2. Appointment of Successor Warrant Agent and Transfer Agent. **** The Company hereby appoints [●] to serve as successor Warrant Agent and Transfer Agent under the Existing Warrant Agreement and Efficiency hereby assigns, and [●] hereby agrees to accept and assume, effective as of the Closing, all of Efficiency’s rights, interests and obligations in, and under the Existing Warrant Agreement and Warrants, as Warrant Agent and Transfer Agent. Unless the context otherwise requires, from and after the Closing, any references in the Existing Warrant Agreement and the Warrants to the “Warrant Agent” or “Transfer Agent” shall mean [●]. Any notice, statement or demand authorized by the Existing Warrant Agreement to be given or made by the holder of any Warrant or by the Company to or on the Existing Warrant Agent pursuant to Section 9.2 shall be delivered to:

[WARRANT AGENT]

[ADDRESS]

Attention: [●]

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1.3. Amendment. SPAC and the Warrant Agent hereby amend and restate the Existing Warrant Agreement and the Public Warrants and Private Placement Warrants issued thereunder in accordance with Section 9.8 of the Existing Warrant Agreement, in its entirety in the form of this Agreement as of the Closing.

2. Warrants.

2.1. Form of Warrant. Each Warrant shall initially be issued in registered form only, and, if a physical certificate is issued, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry WarrantCertificate”).

2.2. Uncertificated Warrants. Notwithstanding anything herein to the contrary, any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The Depository Trust Company or other book-entry depositary system, in each case as determined by the Board of Directors of the Company (the “Board”) or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.

2.3. Effect of Countersignature. Except with respect to uncertificated Warrants, as described above, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

2.4. Registration.

2.4.1 Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance of the Warrants and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more Book-Entry Warrant Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”).

If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.

2.4.2 Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby, for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

2.5. [Reserved].

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2.6. Fractional Warrants. The Company shall not issue fractional Warrants. If a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number of Warrants to be issued to such holder.

2.7. Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) may not (including the Ordinary Shares (and ADSs representing the Ordinary Shares) issued upon exercise of such warrants) be transferred, assigned or sold until thirty (30) days after the Effective Date, and (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof; provided, however, that the Private Placement Warrants may be transferred by the holders thereof:

(a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any members, partners, officers or directors of the Sponsor or its affiliates, any affiliate or family member of any of the Sponsor’s officers or directors, or any employees of such affiliates;

(b) in the case of an individual, by (i) gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization or (ii) for estate planning purposes;

(c) in the case of an individual, by will, testamentary documents or virtue of the laws of descent and distribution upon death of such person;

(d) in the case of an individual, by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce settlement, divorce decree or separation agreement;

(e) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; and

(f) in the event that the Company completes a liquidation, merger, tender offer, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their ADSs (and underlying Ordinary Shares) for cash, securities or other property; provided, however, that, in the case of clauses (a) through (e), these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement dated April 28, 2025, by and among SPAC, the Sponsor and certain officers and directors of SPAC. In addition, the Ordinary Shares (and ADSs representing the Ordinary Shares) issued upon exercise of the Private Placement Warrants may not be transferred, assigned or sold until thirty (30) days after the Effective Date, except to Permitted Transferees.

2.8. [Reserved].

2.9. [Reserved].

3. Terms and Exercise of Warrants.

3.1. Warrant Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company one Ordinary Share, to be delivered by the Warrant Agent in the form of ADS, at the price of $11.50 per ADS, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1, and only whole Warrants are exercisable. The term “WarrantPrice” as used in this Agreement shall mean the price per ADS (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) at which the ADSs may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than fifteen (15) Business Days (as defined below) unless otherwise required by the SEC, any national securities exchange on which the Warrants are listed or applicable law; provided, that the Company shall provide at least five (5) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be applied consistently to all of the Warrants. For the purpose of this Agreement, a “Business Day” shall mean a day, other than a Saturday, Sunday or public or federal holiday, on which banks in Finland and New York City are generally open for normal business.

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3.2. Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the date that is thirty (30) days after the Effective Date and terminating at the earliest to occur of: (x) at 5:00 p.m., New York City time on the date that is five (5) years after the Effective Date, (y) the liquidation of the Company, and (z) other than with respect to the Private Placement Warrants, at 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “ExpirationDate”); provided, however, that (i) the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available, and (ii) the Private Placement Warrants held by the Underwriters and their respective Permitted Transferees will not be exercisable after April 28, 2030 in accordance with FINRA Rule 5110(g)(A). Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to the Private Placement Warrants) in the event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than with respect to the Private Placement Warrants) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date.

The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company will provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be applied consistently to all the Warrants.

3.3. Exercise of Warrants.

3.3.1 Payment. Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) ADSs pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each ADS as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the ADS and the issuance of such ADS, as follows:

(a) in lawful money of the United States, by good certified check or good bank draft payable to the Warrant Agent or by wire transfer of immediately available funds;

(b) in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to require all holders of Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of ADSs equal to the quotient obtained by dividing (x) the product of the number of ADSs underlying the Public Warrants, multiplied by the excess of the “Fair MarketValue” (defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average last reported sale price of the ADSs for the ten (10) trading days ending on the third (3^rd^) trading day prior to the date on which the notice of redemption is sent to holders of the Public Warrants pursuant to Section 6 hereof;

(c) with respect to any Private Placement Warrant exercised on a cashless basis, by surrendering the Warrants for that number of ADSs equal to the quotient obtained by dividing (x) the product of the number of ADSs underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value,” as defined in this subsection 3.3.1(c) over the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean the average last reported sale price of the ADSs for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent; or

(d) on a cashless basis as provided in Section 7.4 hereof.

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3.3.2 Issuance of ADSs. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue the Ordinary Shares underlying such Warrant to the Depositary for deposit in accordance with the Deposit Agreement, and the Depositary shall issue the corresponding ADSs, which the Warrant Agent shall cause to be delivered to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of ADSs to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of ADSs as to which such Warrant shall not have been exercised. The Company shall maintain an effective Deposit Agreement with the Depositary and shall use commercially reasonable efforts to ensure that the Ordinary Shares underlying the Warrants are eligible for deposit into the Company’s ADR facility so that ADSs may be issued and delivered upon a valid exercise of Warrants in accordance with this Agreement. Notwithstanding the foregoing, in no event shall the Company be required to net cash settle the Warrant Exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue Ordinary Shares and the Warrant Agent shall not be obligated to issue ADSs upon exercise of a Warrant unless the ADSs (or underlying Ordinary Shares) issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.

3.3.3 Valid Issuance. All ADSs and Ordinary Shares underlying the ADSs issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable and the Ordinary Shares shall be duly authorized and eligible for deposit into the Company’s ADR facility in accordance with the Deposit Agreement.

3.3.4 Date of Issuance. Each person in whose name any book-entry position or certificate for ADSs is issued shall for all purposes be deemed to have become the holder of record of such ADSs on the date of delivery of such certificate in the case of a certificated Warrant or on the date of which the book-entry position was recorded on the person in whose name the book-entry position was issued.

3.3.5 Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates) or any “group” of which Holder or its affiliates is a member, to the Warrant Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates, or any group of which such person and its affiliates is a member, shall include the number of Ordinary Shares underlying ADSs issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares underlying ADSs that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates, or any group of which such person and its affiliates is a member, and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates, or any group of which such person and its affiliates is a member (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable regulations of the SEC. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the SEC, and the percentage held by a holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. To the extent that a holder makes the election described in this subsection 3.3.5, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, unless such holder provides to the Warrant Agent in its Election to Purchase, a certification that, upon after giving effect to such exercise, such person (together with such person’s affiliates) or any “group” of which a holder or its affiliates is a member, would not beneficially own in excess of the Maximum Percentage of the Ordinary Shares outstanding immediately after giving effect to such exercise as determined in accordance with this subsection 3.3.5. For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent Annual Report on Form 20-F or Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 6-K or Form 8-K (in each case as applicable), or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

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4. Adjustments.

4.1. Share Capitalizations.

4.1.1 Split-Ups. If after the Effective Date, and subject to the provisions of Section 4.7 below, the number of issued and outstanding Ordinary Shares is increased by a split-up of Ordinary Shares or other similar event, so that the shareholders have a pre-emptive subscription right, then, on the effective date of such share capitalization, split-up or similar event, the number of ADSs issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Ordinary Shares. A rights offering made to all holders of the Ordinary Shares entitling holders to purchase Ordinary Shares in accordance with their pre-emptive subscription rights at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Ordinary Shares) and multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the ADSs as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the ADSs trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

4.1.2 Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, or (b) Ordinary Cash Dividends (as defined below) (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of ADSs issuable on exercise of each Warrant) does not exceed $0.50 but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50.

4.2. Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.7 hereof, the number of issued and outstanding Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of ADSs issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding Ordinary Shares.

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4.3. Adjustments in Warrant Price.

4.3.1 Whenever the number of ADSs purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of ADSs purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number ADSs so purchasable immediately thereafter.

4.3.2 [Reserved].

4.4. Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 4.1.1 or Section 4.2 hereof), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation (and is not a subsidiary of another entity whose shareholders did not own all or substantially all of the Ordinary Shares of the Company in substantially the same proportions immediately before such transaction) and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of a demerger of the Company, or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the ADSs immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger, consolidation or demerger, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however, that (i) if the holders of the Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation, merger or demerger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Ordinary Shares in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Ordinary Shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided for under applicable law or as a result of the redemption of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule) ) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Ordinary Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided further that if less than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable event is payable in the form of capital stock or shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 6-K (or Form 8-K, if applicable) filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference (but in no event less than zero) of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each Ordinary Share shall be the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event..

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If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, demergers, sales or other transfers.

4.5. [Reserved].

4.6. Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of ADSs issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of ADSs purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based; provided, however, that no adjustment to the number of Ordinary Shares issuable upon exercise of a Warrant shall be required until cumulative adjustments amount to one percent (1%) or more of the number of Ordinary Shares issuable upon exercise of a Warrant as last adjusted; provided, further, that any such adjustments that are not made are carried forward and taken into account in any subsequent adjustment. Notwithstanding the foregoing, all such carried forward adjustments shall be made (i) in connection with any subsequent adjustment that (taken together with such carried forward adjustments) would result in a change of at least one percent (1%) in the number of Ordinary Shares issuable upon exercise of a Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

4.7. No Fractional ADSs. Notwithstanding any provision contained in this Agreement to the contrary, the Warrant Agent shall not issue fractional ADSs upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an ADS, the Warrant Agent shall, upon such exercise, round down to the nearest whole number the number of ADSs to be issued to such holder.

4.8. Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of ADSs as is stated in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

4.9. Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.

4.10. [Reserved].

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5. Transfer and Exchange of Warrants.

5.1. Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, in the case of a certificated Warrant, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

5.2. Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants, or book entry positions, as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.

5.3. Fractional Warrants. The Warrant Agent will not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant.

5.4. Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.

5.5. Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

5.6. [Reserved].

6. Redemption.

6.1. Redemption of Warrants. All but not less than all of the outstanding Public Warrants may be redeemed for cash, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Public Warrant (“RedemptionPrice”), provided that the last reported sale price of the ADSs equals or exceeds $18.00 per share (subject to adjustment in accordance with Section 4 hereof) (the “Redemption Trigger Price”), on each of twenty (20) trading days within any thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third (3rd) trading day prior to the date on which notice of redemption is given and provided that there is an effective registration statement covering the ADSs (and underlying Ordinary Shares) issuable upon exercise of the Public Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b) hereof and such cashless exercise is exempt from registration under the Securities Act; provided, however, that if and when the Public Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance of ADSs upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

6.2. Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Public Warrants that are subject to redemption, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the registered holders of the Public Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.

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6.3. Exercise After Notice of Redemption. The Public Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Public Warrants to exercise their Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to calculate the number of Ordinary Shares to be received upon exercise of the Public Warrants, including the “Fair Market Value” in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Public Warrants, the Redemption Price.

6.4. Exclusion of Private Placement Warrants. The Company agrees that the redemption rights provided in Section 6 hereof shall not apply to the Private Placement Warrants.

7. Other Provisions Relating to Rights of Holders of Warrants.

7.1. No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the general meeting or the appointment of directors of the Company or any other matter.

7.2. Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

7.3. Reservation of Ordinary Shares. The Company will at all times reserve and keep available in treasury a number of Ordinary Shares, and maintain a resolution (whether by its general meeting of shareholders or its Board of Directors pursuant to an authorization granted by its general meeting of shareholders) providing for the delivery of the Ordinary Shares upon the exercise of Warrants, that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

7.4. Registration of ADSs (and underlying Ordinary Shares); Cashless Exercise at Company’s Option.

7.4.1 Registration of ADSs (and underlying Ordinary Shares). The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after the Effective Date, it shall use its commercially reasonable efforts to file with the Commission a registration statement registering, under the Securities Act, the issuance of the Ordinary Shares represented by ADSs issuable upon exercise of the Warrants (the “Ordinary Share Registration Statement” and, together with the ADS Registration Statement, the “Registration Statement”). If at any time while any Warrants remain outstanding, the outstanding number of ADSs registered on the ADS Registration Statement is not sufficient to cover such delivery of the ADSs issuable upon exercise of the Warrants, then the Company will register, or cause the Depositary to register, on Form F-6 such additional ADSs as is necessary to cover the delivery of such ADSs upon the deposit of the Ordinary Shares into the Company’s ADR facility. The Company shall use its commercially reasonable efforts to cause the Registration Statements to become effective and to maintain the effectiveness of each Registration Statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such Registration Statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such Registration Statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective Registration Statement covering the issuance of the ADSs (and underlying Ordinary Shares) issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” pursuant to subsection 3.3.1, by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of ADSs equal to the quotient obtained by dividing (x) the product of the number of ADSs underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 7.4.1, over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the average last reported sale price of the ADSs for the ten (10) trading day period ending on the third trading day prior to the date that notice of exercise is sent to the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the ADSs issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.

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7.4.2 Cashless Exercise at Company’s Option. If the ADSs are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (i) in the event the Company so elects, the Company shall not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the ADSs (or underlying Ordinary Shares) issuable upon exercise of the Public Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the ADSs (and underlying Ordinary Shares) issuable upon exercise of the Public Warrants under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

8. Concerning the Warrant Agent and Other Matters.

8.1. Payment of Taxes. Subject to subsection 3.3.1, the Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of ADSs upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such ADSs or Ordinary Shares.

8.2. Resignation, Consolidation, or Merger of Warrant Agent.

8.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

8.2.2 Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the ADSs not later than the effective date of any such appointment.

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8.2.3 Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.

8.3. Fees and Expenses of Warrant Agent.

8.3.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

8.3.2 Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

8.4. Liability of Warrant Agent.

8.4.1 Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

8.4.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s fraud, gross negligence, willful misconduct or bad faith.

8.4.3 Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any ADSs to be issued pursuant to this Agreement or any Warrant or as to whether any ADSs shall, when issued, be valid and fully paid and non-assessable.

8.5. Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of ADSs through the exercise of the Warrants.

8.6. [Reserved].

9. Miscellaneous Provisions.

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

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9.2. Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

IQM Finland Oy

Keilaranta 19, 02150

Espoo, Finland

Attention: Mark Falcon, General Counsel

E-mail: [***]

with a copy to:

Cooley LLP

55 Hudson Yards

New York, New York 10001

Attention: Eric Blanchard; Peter Byrne; David Silverman; Rita Sobral

E-mail: [***]

and

Borenius Attorneys Ltd

Eteläesplanadi 2

FI-00130 Helsinki

Attention: Juha Koponen; Eino Järnroos

E-mail: [***]

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

[Warrant Agent]

[Address]

9.3. Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement, including under the Securities Act, shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Agreement. If any action, the subject matter of which is within the scope of the forum provisions of this Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

14

9.4. Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.

9.5. Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.

9.6. Counterparts: Electronic Signatures. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect and enforceability as an original signature.

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

9.8. Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of (i) curing any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein, (ii) adjusting the definition of “Ordinary Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2 or (iii) adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders of at least a majority of the then outstanding Public Warrants. Notwithstanding the foregoing, (a) any amendment to the terms of the Private Placement Warrants shall only require the consent of the Company and the holders of a majority of the Private Placement Warrants, (b) the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders, and (c) the Company may in its sole discretion and at any time allow or require the exercise of the Warrants on a “cashless basis” without the consent of any registered holders.

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

[Signature Page Follows]

15

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

IQM FINLAND OY
By:
Name:
Title:

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

16

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

REAL ASSET ACQUISITION CORP.
By:
Name:	Peter Ort
Title:	Principal Executive Officer and Co-Chairman

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

17

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

[WARRANT AGENT], as Warrant Agent
By:
Name:
Title:

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

18

EXHIBIT A

---

Form of Warrant Certificate

[FACE]

Number

---

Warrants

---

THIS WARRANT SHALL BE VOID IF NOT EXERCISEDPRIOR TO THE EXPIRATION OF THEEXERCISE PERIOD PROVIDED FOR IN THE WARRANT

---

AGREEMENT DESCRIBED BELOW

---

IQM FINLAND OY[J]

a [public] limited liability company (Fi. osakeyhtiö) incorporated under the laws of Finland

CUSIP [●]

Warrant Certificate

---

This Warrant Certificate certifies that [●], or registered assigns, is the registered holder of warrants evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase American Depositary Shares (“ADSs”) of IQM Finland Oy[j], a [public] limited liability company (Fi. osakeyhtiö) incorporated under the laws of Finland (the “Company”), with each ADS representing one Ordinary Share, no nominal value per share (the “Ordinary Shares”) of the Company. Each Warrant entitles the holder, upon exercise during the Exercise Period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable ADSs as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant to the Warrant Agreement, payable in US dollars, by bank wire or certified check (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each whole Warrant is initially exercisable for one ADS representing one fully paid and non-assessable Ordinary Share. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company will, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

The initial Warrant Price per ADS for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

[Exhibit A]

19

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.

IQM FINLAND OY[J]
By:
Name:
Title:
[WARRANT<br>AGENT], as Warrant Agent
---
By:
Name:
Title:

[Exhibit A]

20

[Form of Warrant Certificate]

[Reverse]

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive [●] ADSs representing Ordinary Shares and are issued or to be issued pursuant to a Warrant Assignment, Assumption and Amendment Agreement dated as of [●], 2026 (as amended from time to time, the “Warrant Agreement”), duly executed and delivered by the Company to [Warrant Agent], a [ ], as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the issuance of the ADSs (and underlying Ordinary Shares) to be issued upon exercise is effective under the Securities Act of 1933, as amended, and (ii) a prospectus thereunder relating to the ADSs (and underlying Ordinary Shares) is current, except through “cashless exercise” as provided for in the Warrant Agreement. In addition, and notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, to the extent that the holder of a Warrant has delivered a notice contemplated by subsection 3.5.5 of the Warrant Agreement, neither the Company nor the Warrant Agent shall issue to a holder, and a holder may not acquire, any right it might have to acquire, a number of Ordinary Shares upon exercise of any Warrant to the extent that, upon such exercise, the number of Ordinary Shares then beneficially owned by a holder would exceed the Maximum Percentage of Ordinary Shares outstanding immediately after giving effect to such exercise as determined in accordance with subsection 3.3.5. of the Warrant Agreement.

The Warrant Agreement provides that upon the occurrence of certain events the number of ADSs (and underlying Ordinary Shares) issuable upon the exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in an ADS, the Company shall, upon exercise, round down to the nearest whole number of ADSs to be issued to the holder of the Warrant.

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.

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Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive [●] ADSs representing Ordinary Shares and herewith tenders payment for such ADSs to the order of IQM Finland Oy (the “Company”) in the amount of $[●] in accordance with the terms hereof. The undersigned requests that a certificate for such ADSs be registered in the name of [●] whose address is [●] and that such ADSs be delivered to whose address is [●]. If said number of ADSs is less than all of the ADSs purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such ADSs be registered in the name of [●], whose address is [●] and that such Warrant Certificate be delivered to [●], whose address is [●].

In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required a cashless exercise pursuant to Section 6.1 of the Warrant Agreement, the number of ADSs that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) or Section 6.1 of the Warrant Agreement, as applicable.

In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of ADSs that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement, as applicable.

In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of ADSs that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of ADSs that this Warrant is exercisable for would be determined in accordance with the relevant Section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive ADSs. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such ADSs be registered in the name of, whose address is and that such Warrant Certificate be delivered to [●], whose address is [●].

[To be included in any Election to Purchase of a holder who has provided the notice set forth in subsection 3.3.5 of the Warrant Agreement.

By signing this Election to Purchase, the undersigned hereby certifies that upon after giving effect to such exercise, the undersigned (together with such person’s affiliates) or any “group” of which holder or its affiliates is a member, would not beneficially own in excess of the Maximum Percentage of the Ordinary Shares outstanding immediately after giving effect to such exercise as determined in accordance with subsection 3.3.5 of the Warrant Agreement.]

[Signature Page Follows]

22

Date:

(Signature)
(Address)
(Tax Identification Number)

Signature Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).

23

---

EXHIBIT B

LEGEND

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG IQM FINLAND OY (THE “COMPANY”), REAL ASSET ACQUISITION CORP. AND THE OTHER PARTIES THERETO (THE “LETTER AGREEMENT”), THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE OF THE EFFECTIVE DATE (AS DEFINED IN THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE LETTER AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

SECURITIES EVIDENCED BY THIS CERTIFICATE AND ADSS (AND UNDERLYING ORDINARY SHARES) OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

NO. [●] WARRANT

24

Exhibit 99.1

IQM, a Global Leader for Quantum Computing,to Become the First Listed European Quantum Company, Through Merger with Real Asset Acquisition Corp.

●	Global commercial leader with 21 systems sold to 13 customers<br>to date – including 4 out of the top 10 supercomputing centres globally.
●	Industrial leader with 15 systems delivered (largest number<br>publicly disclosed by selected quantum companies^1^), 30+ computers built, own chip factory and quantum data centre.
---	---
●	The transaction values IQM at a pre-money equity valuation<br>of approximately USD 1.8 billion and makes IQM the first European quantum company to go public.
---	---
●	With the close of this transaction, IQM’s cash position expected to exceed USD 450 million.^2^
---	---
●	Significant business momentum, with at least USD 35 million^3^<br>2025 revenue (unaudited) and over USD 100 million bookings / visibility as of year-end 2025.
---	---
●	Strong commercial integrations with high-performance computing<br>and enterprise platforms across the quantum/AI value chain such as NVIDIA, Hewlett Packard Enterprise,<br>AWS, Toyo Corporation and Bechtle AG.
---	---
●	Technical successes, achieving greater than 99.9% fidelity<br>for single-qubit and two-qubit gates and readouts in their processors, and on track to deliver broad commercialization with the release<br>of its next generation system, Halocene.
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PRINCETON, NJ &ESPOO, FINLAND | 23 February 2026 | IQM Finland Oy, a global leader in full-stack superconducting quantum computers (“IQM”, “IQM Quantum Computers” or the “Company”), and Real Asset Acquisition Corp. (Nasdaq: RAAQ), a special purpose acquisition company (“RAAQ”), today announced they have entered into a definitive business combination agreement, which will result in IQM becoming a public company and listing American Depositary Shares on one of the two leading U.S. stock exchanges. The transaction provides funding with the aim to accelerate IQM’s technology and commercial development towards fault-tolerance quantum computing, further advancing its position as a leading provider of quantum computers.

Headquartered in Finland, IQM is also considering a dual listing that would see the trading of IQM’s ordinary shares on the Helsinki stock exchange, which would be expected to take place following the completion of this transaction.

IQM is a quantum computing company that builds full stack, open-architecture systems that can be deployed on-premise or accessed via the cloud. IQM operates a vertically integrated business model, boasting a unique combination of proprietary infrastructure from their own chip design tool and software developer platform, to a quantum chip fab, assembly line and data centre, allowing the company to accelerate its innovation cycles, deliver best-in-class quantum computing to its customers and enabling the quantum ecosystem to grow.

Transaction Highlights:

Following completion of the transaction, IQM’s cash on its balance sheet is expected to be in excess of USD 450 million cash at closing^4^ (including IQM’s existing cash), providing runway for continued broad commercial advantage:

●	Approximately USD 175 million of cash held in RAAQ’s<br>trust account (based on the current amount in the trust account and assuming no redemptions);
●	Approximately USD 134 million in proceeds from a PIPE financing<br>at USD 10.00 per share from leading new and existing and institutional investors, to close concurrently with the business combination,<br>subject to the satisfaction of certain customary closing conditions;
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●	Expected USD 24 million in proceeds from the cash exercise<br>of outstanding IQM warrants prior to the closing;
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●	Existing cash on IQM’s balance sheet of USD 172 million<br>(unaudited as of year-end 2025); and
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●	The transaction values IQM at a pre-money equity valuation<br>of approximately USD 1.8 billion.
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Jan Goetz, Co-Founderand Chief Executive Officer, IQM, said: “We built IQM from the beginning for one purpose — to put working quantum computers in the hands of the people who will use them to solve real problems. Not someday. Now. Quantum computing is a science project no more. It is an industry where customers own, operate, and build on advanced quantum computers. That’s what IQM makes possible.”

PeterOrt, Chief Executive Officer and Co-Chairman, Real Asset Acquisition Corp, said: “IQM has built and delivered more on-premises quantum systems than any other competitor^5^ — to some of the most demanding research institutions on earth. This transaction will accelerate the growth of a company that has already earned its position in the field, with real customers, running real quantum systems, today.”

SierkPoetting, Chairman of IQM’s Board of Directors, said: “Going public is not a change of direction but is rather an acceleration. The board stands fully behind IQM’s mission and goals to make quantum infrastructure as foundational and accessible as classical computing.”

The existing IQM shareholders will not sell any shares or receive any cash consideration as part of the transaction and all material IQM shareholders have committed to a customary lock-up agreement at close of this transaction.

The board of directors of both IQM and RAAQ have each unanimously approved the proposed business combination. The closing of the proposed business combination is subject to, among other things, the approval by shareholders of RAAQ and IQM of the business combination agreement and the satisfaction of other customary closing conditions.

Additional information about the proposed business combination, including a copy of the business combination agreement, will be provided in a Current Report on Form 8-K to be filed by RAAQ with the Securities and Exchange Commission (the “SEC”).

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The securities being sold in the PIPE financing have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws and accordingly may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities being offered in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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Contacts

Media contact:

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Michael Bruce

PR Manager

press@meetiqm.com

Investor contact:

Blair Robertson

VP, Strategy

ir@meetiqm.com

Conference Call Information

Management of IQM and RAAQ will host an investor conference call to discuss the proposed transaction and review an investor presentation, with exact details to be updated and confirmed with a follow-up announcement. Interested investors will be able to access a recording of the conference call by visiting https://meetiqm.com/investors/. A transcript of the call will also be filed by RAAQ with the SEC.

Advisors

J.P. Morgan SE is serving as financial advisor and capital market advisor to IQM. J.P. Morgan Securities LLC and TD Cowen are serving as PIPE placement agents to IQM. Rothschild & Co. is serving as financial advisor and capital markets advisor to IQM’s and its Board of Directors. TD Cowen is serving as financial advisor and capital markets advisor to RAAQ. Cohen & Company Capital Markets is serving as a capital markets advisor to RAAQ. Cooley LLP and Borenius Attorneys Ltd are serving as legal advisors to IQM, and Perkins Coie LLP, Krogerus Attorneys Ltd and Conyers Dill & Pearman LLP are serving as legal advisors to RAAQ. DLA Piper LLP (US) is serving as legal advisor to J.P. Morgan Securities LLC and TD Cowen. The Blueshirt Group is serving as investor relations advisor to IQM.

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About IQM Quantum Computers

IQM Finland Oy (“IQM”, “IQM Quantum Computers”, “Company”) is a global leader in superconducting quantum computers. IQM provides both on-premises full-stack quantum computers and a cloud platform to access its systems. IQM customers include leading high-performance computing centres, research laboratories, universities, and enterprises that require full access to quantum hardware and software. IQM has over 300 employees, with headquarters in Finland and a global presence including France, Germany, Italy, Japan, Poland, Saudi Arabia, Spain, Singapore, South Korea, Taiwan, UK and the United States.

About Real Asset AcquisitionCorp.

Based in Princeton, NJ, Real Asset Acquisition Corp. is a Nasdaq-listed (Nasdaq: RAAQ) special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The RAAQ team includes seasoned quantum computing experts with deep technical and industry experience.

^1^	Represent publicly announced on-premises deliveries fromeach of IBM, D-Wave, Pasqal, Rigetti, IonQ, OQC, Quandela, Anyon Systems, QuEra, Atom Computing and Quantinuum
^2^	Inclusive of cash commitments in excess of $130M from thePIPE, in addition to approximately $24M from expected exercises of warrants prior to transaction close, in addition to cash proceedsof the RAAQ trust (assuming nil redemptions) and IQM existing cash as of 12/31/25, less expected transaction expenses of $25M
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^3^	Exchangerate of EUR/USD of 1.174 as of December 31, 2025
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^4^	Inclusiveof cash commitments in excess of $130M from the PIPE, in addition to approximately $24M from expected exercises of warrants prior totransaction close, in addition to cash proceeds of the RAAQ trust (assuming nil redemptions) and IQM existing cash as of 12/31/25, lessexpected transaction expenses of $25M
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^5^	Representpublicly announced on-premises deliveries from each of IBM, D-Wave, Pasqal, Rigetti, IonQ, OQC, Quandela, Anyon Systems, QuEra, AtomComputing and Quantinuum
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Additional InformationAbout the Proposed Transaction and Where to Find It

In connection with the proposed business combination, IQM intends to file with the SEC a registration statement on Form F-4 (the “Registration Statement”), which will include a preliminary proxy statement of RAAQ and a preliminary prospectus of IQM, and after the Registration Statement is declared effective by the SEC, RAAQ will mail the definitive proxy statement/prospectus relating to the proposed business combination to its shareholders as of a record date to be established for voting at the extraordinary general meeting of its shareholders (the “Extraordinary General Meeting”). The Registration Statement, including the proxy statement/prospectus contained therein, will contain important information about the proposed business combination and the other matters to be voted upon at the Extraordinary General Meeting. This communication does not contain all the information that should be considered concerning the proposed business combination and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. RAAQ and IQM may also file other documents with the SEC regarding the proposed business combination. RAAQ’s shareholders and other interested persons are advised to read, when available, the Registration Statement, including the preliminary proxy statement/prospectus contained therein, the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed business combination, as these materials will contain important information about RAAQ, IQM and the proposed business combination. Shareholders may obtain copies of the Registration Statement, including the preliminary or definitive proxy statement/prospectus contained therein, and the other documents filed or that will be filed by RAAQ and IQM with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov.

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Forward-Looking Statements

This communication includes “forward-looking statements” within the meaning of the U.S. federal securities laws and “forward-looking information” within the meaning of applicable non-U.S. securities laws (collectively, “forward-looking statements”). Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are based upon current estimates and assumptions that, while considered reasonable by IQM and its management, and RAAQ and its management, as the case may be, are inherently uncertain. These statements include: projections of market opportunity and market share; estimates of customer adoption rates and usage patterns; projections regarding the Company’s ability to commercialize new products and technologies; projections of development and commercialization costs and timelines; expectations regarding the Company’s ability to execute its business model and the expected financial benefits of such model; expectations regarding the Company’s ability to attract, retain and expand its customer base; the Company’s deployment of proceeds from capital raising transactions; the Company’s expectations concerning relationships with strategic partners, suppliers, governments, state-funded entities, regulatory bodies and other third parties; the Company’s ability to maintain, protect and enhance its intellectual property; future ventures or investments in companies, products, services or technologies; development of favorable regulations affecting the Company’s markets; the successful consummation and potential benefits of the proposed business combination and expectations related to its terms and timing; the stock exchanges on which the securities of the combined company are expected to trade; proceeds from the business combination and related PIPE; funds received by the combined company from RAAQ’s trust account and redemptions by RAAQ’s public shareholders; the Company’s ability to commercialize its hardware and software; the expectation that the Company is building the sovereign infrastructure that allows quantum ecosystems to grow; and the potential for the Company to increase in value.

These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, many of which are beyond the control of the Company and RAAQ

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause the actual results of the combined company following the proposed transaction, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: that the Company is pursuing an emerging technology, which faces significant technical challenges and may not achieve commercialization or market acceptance; the Company’s historical net losses and limited operating history; the Company’s expectations regarding future financial performance, capital requirements and unit economics; the Company’s use and reporting of business and operational metrics; the Company’s competitive landscape; the Company’s dependence on members of its senior management and its ability to attract and retain qualified personnel; the potential need for additional future financing; the Company’s concentration of revenue in contracts with government or state-funded entities; the Company’s ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products, services or technologies; the Company’s reliance on strategic partners and other third parties; the Company’s ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the use, rate of adoption and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the combined company’s ability to maintain internal control over financial reporting and operate a public company; the possibility that required shareholder and regulatory approvals for the proposed transaction are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the proposed transaction; the risk that shareholders of RAAQ could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings or government investigations that may be commenced against the Company or RAAQ; failure to realize the anticipated benefits of the proposed transaction; the ability of IQM or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or in the future; and other factors described in RAAQ’s and the Company’s filings with the SEC. These forward-looking statements are based on certain assumptions, including that none of the risks identified above materialize; that there are no unforeseen changes to economic and market conditions, and that no significant events occur outside the ordinary course of business. Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by the Company, RAAQ or the combined company resulting from the proposed business combination with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, these statements reflect the expectations, plans and forecasts of the Company’s and RAAQ’s management as of the date of this communication; subsequent events and developments may cause their assessments to change. While the Company and RAAQ may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so, unless required by applicable securities laws. Accordingly, undue reliance should not be placed upon these statements.

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In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this communication, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. An investment in RAAQ is not an investment in any of RAAQ’s founders’ or sponsors past investments, companies, or affiliated funds. The historical results of those investments are not indicative of future performance of RAAQ, which may differ materially from the performance of RAAQ’s founders’ or sponsors past investments.

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Participants in theSolicitation

RAAQ, the Company and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from RAAQ’s shareholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of RAAQ’s shareholders in connection with the proposed transaction will be set forth in the Registration Statement, including the proxy statement/prospectus contained therein, when it is filed with the SEC. You can find more information about RAAQ’s directors and executive officers in RAAQ’s final prospectus related to its initial public offering filed with the SEC on May 15, 2025 and in the subsequent Quarterly Reports on Form 10-Q filed by RAAQ with the SEC. Shareholders, potential investors, and other interested persons should read the Registration Statement, including the proxy statement/prospectus contained therein, carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction, including any European Economic Area member state or the United Kingdom. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. Any potential dual listing of IQM’s ordinary shares on the Helsinki stock exchange referred to in this communication would be made by means of a prospectus as set out in the EU Prospectus Regulation. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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Exhibit99.2

S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L From the quantum lab … Investor Presentation February 2026

1 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a business combination between IQM Finland Oy (“IQM”) and Real Asset Acquisition Corp . (“RAAQ”) and related transactions (the “proposed transaction”) and for no other purpose . The information contained herein does not purport to be all inclusive and none of IQM, RAAQ nor any of their respective affiliates, directors, officers, employees or advisers or any other person has independently verified the information in this presentation and no representation or warranty, express or implied, is or will be given by any such person as to the accuracy or completeness of the information in this presentation . To the fullest extent permitted by law, in no circumstances will IQM, RAAQ or any of their respective subsidiaries, interest holders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith . Recipients of this presentation are not to construe its contents, or any prior or subsequent communications from or with IQM, RAAQ or their respective representatives, as investment, legal or tax advice . In addition, this presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of IQM, RAAQ or the proposed transaction . Recipients of this presentation should each make their own evaluation of IQM, RAAQ and the proposed transaction and of the relevance and adequacy of the information and should make such other investigations as they deem necessary . This presentation shall be construed and governed by the substantive laws of Finland, without regard to its conflicts of laws rules and principles . Forward - Looking Statements This communication includes “forward - looking statements” within the meaning of the federal securities laws . Forward - looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters . We have based these forward - looking statements on current expectations and projections about future events . These statements include : projections of market opportunity, market growth and market share ; the future applications, capabilities, and economic value of quantum computing and IQM’s products ; projections regarding IQM’s ability to meet technical milestones ; projections relating to customer lifetime value ; estimates of customer adoption rates and usage patterns ; projections regarding IQM’s ability to continue developing and building quantum computers ; projections regarding IQM’s ability to commercialize new products and technologies ; projections of development and commercialization costs, timelines, and goals ; expectations regarding IQM’s ability to execute its business model and the expected financial benefits of such model ; expectations regarding IQM’s ability to attract, retain, and expand its customer base ; IQM’s expectations concerning relationships and endeavors with strategic partners, suppliers, contractors, and other third parties ; IQM’s deployment of proceeds from capital raising transactions ; IQM’s expectations concerning relationships with strategic partners, suppliers, governments, state - funded entities, regulatory bodies, and other third parties ; IQM’s ability to maintain, protect, and enhance its intellectual property ; future ventures or investments in companies, products, services, or technologies ; development of favorable regulations affecting IQM’s markets ; the successful consummation and potential benefits of the proposed transaction and expectations related to its terms and timing ; and the potential for IQM to increase in value . These forward - looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability . Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, many of which are beyond the control of IQM and RAAQ . These forward - looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results to differ materially from those expressed or implied . Additional information concerning these and other factors may be found in filings with the U . S . Securities and Exchange Commission . Undue reliance should not be placed upon these statements . Additional Information About the Proposed Transaction and Where to Find It The proposed transaction will be submitted to shareholders of RAAQ for their consideration . RAAQ intends to file a registration statement on Form F - 4 (the “Registration Statement”) with the U . S . Securities and Exchange Commission (“SEC”), which will include a proxy statement/prospectus to be distributed to RAAQ’s shareholders in connection with RAAQ’s solicitation for proxies for the vote by RAAQ’s shareholders in connection with the proposed transaction and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to RAAQ’s shareholders in connection with the completion of the proposed transaction . After the Registration Statement has been filed and declared effective, a definitive proxy statement/prospectus and other relevant documents will be mailed to RAAQ and IQM shareholders as of the record date established for voting on the proposed transaction . Before making any voting or investment decision, RAAQ and IQM shareholders and other interested persons are advised to read, once available, the definitive proxy statement/prospectus, once available, as well as other documents filed with the SEC, as they will contain important information . Participants in the Solicitation RAAQ, IQM and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction . Information regarding such participants and their interests will be included in the proxy statement/prospectus when available . No Offer or Solicitation This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval . No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933 , as amended . Any potential dual listing of IQM’s ordinary shares on the Helsinki stock exchange referred to in this communication would be made by means of a prospectus as set out in the EU Prospectus Regulation . INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE . About this presentation Disclaimer

3 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Participants in the Solicitation RAAQ, IQM and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction . Information regarding such participants and their interests will be included in the proxy statement/prospectus when available . No Offer or Solicitation This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval . No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933 , as amended . INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE . Non - IFRS Financial Measures In addition to financial information presented in accordance with International Financial Reporting Standards (“IFRS”), this presentation includes certain non - IFRS financial measures . These non - IFRS measures are presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with IFRS . These non - IFRS measures have limitations as analytical tools, and they should be considered in addition to, and not in isolation from or as a substitute for, analysis of other IFRS financial measures . A reconciliation of these measures to the most directly comparable IFRS measures is included at the end of this presentation . No Incorporation by Reference The information contained in the third - party citations and websites referenced in this communication is not incorporated by reference into this communication . Trademarks This presentation contains trademarks, service marks, trade names and copyrights of IQM, RAAQ, and other companies, each of which are the property of their respective owners. All third - party brand names and logos appearing in this presentation are trademarks or registered trademarks of their respective holders. Any such appearance does not necessarily imply any endorsement of RAAQ, IQM or the proposed transaction. Risk Factors For a description of certain risks relating to IQM, including its business and operations, and to the proposed transaction, we refer you to “Risk Factors” at the end of this presentation. Use of Data Information in this presentation is based on data and analyses from various sources as of December 31 , 2025 , unless otherwise indicated . References in this presentation to “ $ ” are to the lawful currency of the United States . This presentation also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data . These estimates and other statistical data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates and other statistical data . We have not independently verified the statistical and other industry data generated by independent parties and contained in this presentation and, accordingly, we cannot guarantee their accuracy or completeness . In addition, expectations, assumptions, estimates and projections of the future performance of relevant markets in which IQM operates are necessarily subject to a high degree of uncertainty and risk . About this presentation Disclaimer (Cont’d)

4 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Sources: Company information; Real Asset Acquisition Corp. information Note: 1 RAAQ is a special purpose acquisition company with ~$175M cash - in - trust as of September 30, 2025 Real Asset Acquisition Corp. (Nasdaq: RAAQ 1 ) Transaction overview RAAQ advisors Landon Downs • Co - founder and General Partner at Cambium Capital • Co - founder of 1QBit • Founding Partner of Agentis Capital David Moehring • Co - founder and General Partner at Cambium Capital • Founding CEO of IonQ • Senior Program Manager at IARPA Juho Sarvikas • CEO & Director of Inseego Corp • Former President of Qualcomm North America • Former CPO of HMD Global RAAQ management Peter Ort Jeff Tuder • Principal Executive Officer and Co - chairman of Real Asset Acquisition Corp. (RAAQ) • CEO and Co - chairman of Digital Asset Acquisition Corp. (DAAQ) • General Partner at Cambium Capital • Former Managing Director, Goldman Sachs • Current and former Independent Director and audit committee chair of multiple Concord SPACs • Cambium Capital is an early - stage VC firm focused on advanced computing and is a founding partner of 55 North, a dedicated quantum computing investment firm based in Copenhagen • CFO & Co - chairman of RAAQ • CFO & Co - chairman of DAAQ • Founder of Tremson Capital; prior roles at Fortress, JHL Capital, and Nassau Capital; Operating Partner of Atlas Capital • 20+ years in hedge funds, PE, and credit • Current and former CEO of Concord SPACs; Director on multiple public boards • Current Chairman of Inseego and Director at Hyperliquid Strategies and GCT Semiconductor RAAQ management and its advisors have experience as investors and leaders at top quantum computing firms

2 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Structure Capital structure Valuation Rationale • IQM, a leading European quantum computing company , intends to complete a business combination (the “Business Combination”) with Real Asset Acquisition Corp. (Nasdaq: RAAQ) • The transaction is targeted to close in June 2026 , subject to the satisfaction of customary closing conditions • Upon closing, shares of the combined company will operate on one of the two leading U.S. stock exchanges. IQM is also considering a dual listing that would see the issuance of IQM’s ordinary shares on the Helsinki stock exchange, which would be expected to take place following the completion of this transaction • Pro - forma cash at closing: $480M 1 • IQM Pro - forma ownership: ~83.7% 2 • RAAQ shareholders Pro - forma ownership: ~10.1% 3 • PIPE Investors’ Pro - forma ownership: ~6.2% • Use of proceeds: General corporate purposes • Pre - money IQM equity valuation: ~$1.8B • Valuation at a substantial discount to public peers 4 , providing an attractive entry point to potential PIPE investors & RAAQ shareholders • Combination of quantum expertise: transaction connects RAAQ and IQM teams, each of which has deep quantum experience • US - EU leadership with a comprehensive on - prem and cloud suite for academic, sovereign, and enterprise clients • Going public is a natural step in the evolution of IQM as a leading global quantum competitor Sources: Company information; Real Asset Acquisition Corp. information Note: 1 Calculated based on unaudited IQM balance sheet as of December 31, 2025 and assumes 0% redemptions from RAAQ’s cash in trust, a ~ $134M PIPE raise, expected proceeds from exercised warrants and $25M in transaction expenses; 2 Based on a proposed pre - money equity value of ~$1.8B. Pre - money equity value to convert at $10.00 / share at close of the business combination, assuming no redemptions. Includes the dilutive impact of existing equity incentive awards and options; 3 Includes 17.25M of RAAQ public shareholders and 4.38M founder shares vested at closing. Excludes ~8.63M RAAQ public warrants, ~3.73M private placement warrants and ~1.73M underwriter private placement warrants ; 4 Discount based on comparing the average fully diluted market capitalizations of IONQ, QBTS and RGTI and IQM’s pre - money equity value Business combination Transaction overview

6 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Sources: Company information; FactSet as of February 20, 2026; Peer websites, filings, news disclosures, industry research articles and other publicly available information Note: 1 Fully diluted market capitalization; 2 Pro - forma cash, cash equivalents, and investments as of September 30, 2025 After $2B equity offering on October 14, 2025; 3 Reflects cash and cash equivalents, short - term investments as of September 30, 2025 and gross proceeds from private placement announced on October 5, 2025; 4 IQM cash to balance sheet includes RAAQ cash - in - trust of ~$175M as of September 30, 2025, PIPE investment, expected proceeds from exercised warrants and IQM cash, less illustrative expenses. For illustrative purposes only; does not fully account for additional accrued interest on cash in trust, which would increase trust value per share at close; 5 Assumes no RAAQ shareholders exercise redemption rights to receive cash from the trust account at closing; 6 Exchange rate of EUR/USD of 1.174 as of December 31, 2025; 7 Full - year 2025E unaudited revenue LTM Sep - 25 revenue ($M) Market capitalization 1 for select public peers ($B) Approx. cash on balance sheet $3.5B 2 $891M $447M $1.3B 3 7.1 5.6 1.8 13.5 1.8 $24 $8 $1 $80 $480M 4,5,6 +$35 6,7 IQM 2025E revenue exclusively from quantum computing $100M+ bookings / visibility Key financial metrics x Multi - year runway x Capital efficient vs. peers x Strong top - line and visibility ? ? ? IQM’s full - year 2025E figures are expected values based on management’s closing of books, and are subject to change Offering a highly attractive entry point for investors into pure - play quantum Transaction overview

7 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Transaction highlights Valuation • Transaction implies ~$1.7B pro - forma enterprise value Financing • • • Assumes IQM raises ~ $134M PIPE at $10.00 per share Assumes 0% redemption from ~$175M RAAQ’s cash in trust Proceeds from raise will be used for capital expenditures related to R&D and other general corporate purposes Structure • IQM shareholders would rollover 100% of their equity and are expected to hold ~83.7% of the outstanding pro - forma equity assuming no participation in PIPE Sources $1,800 Existing IQM shareholders 1 $175 RAAQ cash in trust 2 $172 IQM cash 3,4 $134 PIPE $24 Expected proceeds from exercised warrants 4 $2,305 Total sources Uses $480 Pro - forma cash to balance sheet 5 $1,800 Existing IQM shareholders $25 Illustrative transaction fees and expenses $2,305 Total uses %Own. Shares 83.7% 180.00M 10.1% 21.63M 6.2% 13.43M IQM RAAQ shareholders 6 PIPE investors Pro - forma valuation ($M) 215.06 Shares outstanding (M) 2 $10.00 Share price ($) $2,151 Equity value ($449) ( - ) Pro - forma net cash $1,702 Enterprise value Pro - forma ownership 2 Sources & uses ($M) Sources: Company information; Real Asset Acquisition Corp. information; FactSet as of December 31, 2025 Note: 1 Proposed pre - money equity value. Pre - money equity value to convert at $10.00 / share at close of the business combination, assuming no redemptions. Includes the dilutive impact of existing equity incentive awards and options; 2 Assumes no RAAQ shareholders exercise redemption rights to receive cash from the trust account at closing; 3 Unaudited cash on balance sheet as of December 31, 2025; 4 Exchange rate of EUR/USD of 1.174 as of December 31, 2025; 5 RAAQ cash - in - trust plus PIPE investment plus expected proceeds from exercised warrants and IQM cash less illustrative fees / expenses; 6 Includes 17.25M of RAAQ public shareholders and 4.38M founder shares vested at closing. Excludes ~8.63M RAAQ public warrants, ~3.73M private placement warrants and ~1.73M underwriter private placement warrants Illustrative transaction Transaction overview

8 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Sources: Company information; 2025 Quantum Technology Monitor; McKinsey & Company; FactSet as of December 31, 2025 Note: 1 Full - year 2025E unaudited revenue; 2 Exchange rate of EUR/USD of 1.174 as of December 31, 2025 15 on - prem deliveries 40%+ FTEs hold a PhD 5 - 150 qubit products 100x faster than other modalities 1 3 High revenue visibility through a robust, multi - year bookings pipeline Europe’s quantum champion with a full stack vertically integrated portfolio 4 Proven track record of delivering operational quantum computers to market 5 End - to - end vertical integration enabling platform control and rapid R&D cycles 6 Multi - strategy product portfolio distributed via on premise and cloud 7 Leveraging Superconducting modality with industry leading gate speeds 8 Experienced leadership team of quantum experts backed by top - tier investors $1T+ economic value by 2040 $35M+ 1,2 2025E revenue $100M+ 2 bookings 30+ quantum computer annual production capacity 2 Massive economic value with strong technological tailwinds $200M+ public support for IQM Investor highlights Transaction overview

9 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L IQM today: Europe’s quantum champion, with a track record of delivering significant number of systems to customers, globally IQM was recognized in 1st place on the Deloitte Technology Fast 50 Finland list 5 300+ Employees 50+ nationalities, including 120+ quantum experts with PhDs $35M+ 2025E revenue 1,2 Strong revenue today and over $100M in bookings 2 15 Quantum computer systems delivered 3 Consistently delivering systems to academic, sovereign, and enterprise clients 12+ Employee sites Global presence including France, Germany, Italy, Japan, Poland, Saudi Arabia, Spain, Singapore, South Korea, Taiwan, UK and the United States $635M+ Funding raised 2,4 Among best capitalized quantum computing companies in Europe Our mission: to build for the now and for the future… Industrial leader Financial momentum Global talent 30+ Systems built One of the only European players delivering systems at scale Sources: Company information; PitchBook; Deloitte; Publicly available information; FactSet as of December 31, 2025 Note: 1 Full - year 2025E unaudited revenue; 2 Exchange rate of EUR/USD of 1.174 as of December 31, 2025; 3 Difference between systems built and delivered due to systems remaining on - premise for own R&D, for quantum cloud offering (IQM Resonance) and systems still subject to delivery; 4 Equity and debt plus public grants; 5 Recognizes the 50 fastest growing technology companies in Finland based on revenue growth over the past four years

10 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Very few companies can contend with the breadth, depth and scale of operations of IQM Sources: Company information; PitchBook; Peer websites, filings, news disclosures, industry research articles and other publicly available information Note: 1 Represent publicly announced on - premises deliveries from each of IBM, D - Wave, Pasqal, Rigetti, IonQ, OQC, Quandela, Anyon Systems, QuEra, Atom Computing and Quantinuum 2 Companies that have raised more than $635M as at December 2025; 3 Companies that are i) designing and manufacturing their own chips and quantum processing units using an in - house fabrication facility, ii) have their own compiler, software development kit or control system and; iii) one can access their machine through the cloud or purchase a full system for on - premises use; 4 Excludes companies domiciled in China, operating with less than 50 employees and categorized as generating revenue or generating revenue/Not Profitable as defined by PitchBook • IQM is well positioned through its full stack capabilities and industry insights to enable the advancement of the industry • IQM has scaled faster than any other pure play quantum computing company De - risked multi - year run - rate 6+ companies 2 Building full - stack ecosystem 15+ companies 3 Quantum computing 60+ companies 4 European headquartered with presence in the US & APAC Operations from chip design, hardware development, full stack software to applications Pure play quantum companies with $635M+ funding $100M+ publicly announced bookings Largest European quantum company IQM’s on - premises deliveries vs. peers 1 15 <10 Others (as publicly disclosed)

11 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L QPUs Economic value 1 : $1T+ by 2040 • • Moore’s law is reaching its limits • Certain use cases cannot be solved by classical computing AI related infrastructure to drive energy and power bottlenecks • Rising unit economics with leading edge silicon inflating costs x • Critical technical milestones being hit • Supportive government programs • Deflationary economics at scale • Robust private and public funding • Enterprise adoption accelerating rapidly Classical computing is reaching its limits Quantum can meet the computation demand Market size: ~$250B by 2030 CPUs GPUs Market size: ~$1T by 2030 Quantum computers are necessary to address fundamental limits in today’s compute Why quantum? Why now? Now Sources: 2025 Quantum Technology Monitor, McKinsey & Company, Challenges approaching physical limits, Imec; AI’s effect on computing and infrastructure trends, McKinsey; TSMC price hikes and rising transistor cost of advanced logic, EE Times Nielsen, Michael A., and Isaac L. Chuang. Quantum computation and quantum information. Cambridge university press, 2010; Google’s error - correction breakthrough; Government Quantum Computing Initiatives: An In - Depth Exploration, QuEra; "AN OVERVIEW OF NATIONAL STRATEGIES AND POLICIES FOR QUANTUM, OECD TECHNOLOGIES"; What is quantum computing? McKinsey; Can Quantum Computers Address the AI Energy Problem? GQI; 3 ways data centres can avoid doubling their energy use by 2030, World Economic Forum; IBM Quantum Readiness Index 2025; Personal Computers Market (2024 - 2030) 1 Economic value is defined as the additional revenue and saved costs that the application of quantum computing can unlock.

12 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L IQM is the pioneer for quantum - powered supercomputing, already powering 4 out of the Top 10 supercomputers in the Top 500 list Quantum processors are expected to play a complimentary and deeply integrated role within existing digital infrastructure Sources: TOP500, 66 th edition, top500 org Note: Apple, Google, Nvidia, et al. logos are just for informational purposes and are selected examples players Coordinates workloads, runs serial logic and system control GPU – The orchestra Executes massive parallel mathematical operations efficiently Solves subroutines where quantum states can explore enormous solution spaces simultaneously QPU – The soloist CPU – The conductor

13 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L New applications unlocked with quantum are often cited with expectations to generate more than $1T in value by 2040 Sources: 2025 Quantum Technology Monitor, McKinsey & Company, European Commission; ID Quantique; Peer reviewed journals Note: 1 Value at stake with incremental impact of QC by 2035; 2 Post - Quantum Cryptography ...and other sectors including automotive, semiconductors, and telecommunications • Supply chain optimization • Network optimization • Autonomous driving • Digital twin simulations ~$200 - 500B 1 Logistics • Portfolio optimization • Financial simulations • Credit risk management • Financial crime detection ~$400 - 600B 1 Finance • Cryptography and PQC 2 validation • Satellite mission planning • Armor and aerospace materials • Complex battlefield operation optimisation ~$150 - 300B 1 Security and defence • Automated drug design • Optimization solubility • Clinical trial optimization • Catalyst design ~$150 - 600B 1 Pharmaceuticals and chemicals … partly enabled by disruption in AI from quantum computing Quantum - enhanced sampling for synthetic data generation Quantum - assisted optimisation of LLM training pipelines Quantum optimisation for MLOps and AI infrastructure deployment Quantum - assisted optimisation of retrieval - augmented generation systems

14 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L IQM has positioned itself as the nucleus to unlock and capture this value generation by stimulating ecosystems globally Support national quantum programs achieve their quantum aspirations 1 Co - develop applications and modular designs with leading partners for breakthrough technologies Supply critical infrastructure for the adoption of quantum computing Catalyze the quantum ecosystem by providing high - return capital access to investors Germany Finland France Italy European Union Czechia Taiwan Singapore UAE United States South Korea Spain Poland Is a key enabler of the quantum ecosystem Sources: Company information Note: 1 Represents jurisdictions where IQM has conducted business or supported quantum initiatives

15 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Proud of a long tradition in delivering against our united strategic priorities Sources: Company information; European Quantum Industry Consortium (QuIC). "A Portrait of the Global Patent Landscape in Quantum Technologies." Whitepaper, January 2025; Peer reviewed journals; FactSet as of December 31, 2025 Note: 1 European Quantum Industry Consortium (QuIC). "A Portrait of the Global Patent Landscape in Quantum Technologies." Whitepaper, January 2025; 2 Equity and debt plus public grants; 3 Exchange rate of EUR/USD of 1.174 as of December 31, 2025; 4 Full - year 2025E unaudited revenue Priorities Approach Achievements Unlocking quantum advantage No. 1 for customers Industrial strength Transforming to scale Empowering people Fault tolerant focused quantum company with proprietary superconducting chip architecture Largest QC patent portfolio in Europe 1 Two - qubit gate fidelity of 99.93% 10 times fewer physical qubits required per logical qubit Full stack & open architecture with a dynamic product suite Extensive on - premise system deliveries Repeat customer purchases Facilitates customer building spinouts in quantum ecosystem Vertically integrated from chip design to hardware through software 30+ systems built 15 delivered Owns private chip factory in Europe Scaling up global presence through commercial growth Well capitalized with $635M+ 2,3 funding Significant revenue of $35M+ 3,4 Strong pipeline with $100M+ 3 bookings Establishing a diverse R&D powerhouse Diverse talent base including 50+ nationalities One of the largest quantum team with 120+ PhDs Collective experience from from leading global corporations

S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L U nlocking quantum advantage Whole system thinking with unique error correction approach

17 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Sources: Company information; Peer reviewed journals; Industry research articles Note: All performance figures cited are drawn from peer - reviewed literature and are intended to be representative of the respective technology modalities, rather than of IQM - specific implementations or performance metrics Building superconducting quantum computers – a leading commercially viable technology U nlocking quantum advantage Economic viability QPU system impact Performance for each modality to date Key criteria Superconducting… Spin Qubits Cold Atoms Trapped Ions Photonic systems Higher gate speeds 100x shorten computation time, reducing Lower cost both energy consumption and Up to 1000x per algorithm overall operating costs Higher performance translates directly into greater system efficiency, enabling similar More efficient Fault - tolerant Quantum Computing Less physical qubits per operations with fewer physical logical qubit qubits and therefore significantly reducing manufacturing costs < 10 ns 10 — 100 ns > 1 ms > 1 ms < 10 ns Speed Corrects up to 3 arbitrary errors Below “break - even” memory Corrects up to 2 arbitrary error “Break - even” memory “Break - even” memory QEC demonstration Universal Universal Non - universal Universal Non - universal Fidelity today (two - qubit gates) 99.93% 99% 99.7% 99.99% 99% Quantum gates 2D > 2 nearest neighbors 1D 2 nearest neighbors 2D All - to - all 2D All - to - all 2D cluster state Connectivity Traditional Commercially - proven silicon and process High cryogenic leveraging cost - efficient processes manufacturability engineering to derisk scaling Low - cost physical qubit Quantum - grade purity, nanoscale patterning Optical - engineering, precision laser systems Advanced photonics, laser stabilization Novel materials Main requirement manufacturing processes

18 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Source: Company information Note: The von Neumann architecture is a foundational computer design model in which data and program instructions are stored together in the same memory, and the CPU fetches and processes them sequentially. Chips with unique ‘von Neumann architecture’ which is more hardware efficient and scalable U nlocking quantum advantage IQM pioneers a hybrid architecture with dedicated chip areas for memory and for logic… » Leading - edge 3D - packaging : chip tiling and stacking manufactured in IQM’s fab with no external dependence » Miniaturized control components : replacing cables with integrated on - chip solutions developed in - house » Advanced cryogenic and room - temperature electronics: co - developed with chip manufacturers leveraging deep partnership » Hardware efficient algorithms: including error correction codes, optimized for IQM system Memory Logic Hardware efficient design for memory in Star design for qLDPC codes Speed optimized design for logic in square lattice design Key benchmarks necessary for error correction achieved today : • 2 - qubit gate fidelity: 99.93% • Long - range couplers: 99.44% • Tile - to - tile couplers: 99.70% …with a feasible and efficient plan to scale

19 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Source: Company information Accelerated innovation cycles through an open, modular full - stack approach U nlocking quantum advantage Quantum languages and compilation Quantum operating system Quantum instruction set architecture Feedback/feedforward calibration Quantum processing unit (QPU) Quantum error correction Control electronics Applications (e.g., simulation software) Quantum algorithms Quantum control processor Middleware Quantum computer stack Software Control Hardware IQM optimizes each building block based on feedback of partners and customers Collaborate with customers and HPC partners for continuous learning in real world use - cases Advance algorithms Work with GPU partners to cut cycle times and qubit overhead while improving decoding Co - design control stack Minimize physical qubits per logical qubit for feasibility, performance, and cost - effectiveness Develop error - correction codes

S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L N o.1 for customers On - premise & cloud offering with an open and collaborative approach

21 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Source: Company information Note: Images are conceptual digital perceptions and actual product may differ. 1 Based on planned roadmap A product for every customer type N o.1 for customers All products also available as cloud service via IQM Resonance & AWS 1 …still to come Halocene Radiance Spark Product name HPC, data centers, corporates HPC, national programs, early industry adopters HPC, research institutes, national programs Universities, labs Target Customers R&D, exp. 2030+ In design, exp. 2027 - 2028 12 9 Items Sold Fault - tolerant quantum computers operating at supercomputer scale, delivering real - world value A state - of - the - art flagship quantum computer with a modular, versatile platform for advancing and commercializing quantum research, especially in quantum error correction A robust, field - tested quantum platform designed to accelerate ecosystem growth, delivered with comprehensive learning materials and fully upgradable Affordable early generation quantum computing system Packaged with learning materials through academy and sold for <€1m Description Drug discovery, logistics, grid, market modelling IP licensing, materials discovery, optimization, image generation; QEC IP licensing, materials discovery, optimization, image generation Simulation, optimization, fraud detection Applications 40,000 – 1M+ 1 150 – 5,000 20 - 150 5 Physical qubits 240 - 7200 1 5 - 180 Testbed for 1 - 5 – Logical qubits - 9 10 - 6 10 – – Target error

22 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Sources: Company information; Research institute public information and financial report Note: Images are conceptual digital perceptions and actual product may differ The partner of choice for our customers, with scope to unlock $100M+ of lifetime value IQM works with customers from diverse backgrounds and sectors Customers often order repeatedly and consider IQM as a long - term partner for quantum computing 3 1 Gen 2 Gen Upgradable quantum computers 4 Gen 3 Gen Follows the HPC upgrade cycle IQM has delivered on its promises 2 IQM delivers 20 - qubit system, the world’s first integration of a quantum computer into a supercomputer November 2021 IQM selected to provide additional QC to be integrated into a HPC supercomputer IQM wins tender to provide 54 and 150 qubit systems. IQM delivers 54 - qubit system in 2025 June 2024 September 2024 Universities: $1M Enterprise: $100M HPC center: $10M Illustrative customer purchase power 1 N o.1 for customers

23 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Sources: Company information; Quantum insider Note: 1 Represents data as of December 31, 2025 ; 2 Quantum Insider (August 23, 2025), Top - 10 vendors by share of total systems sold, 2020 to June 2025 The result: The largest on - premise customer base globally 1 N o.1 for customers Sold, delivered and installed the most quantum systems globally 2 Czech Republic Taiwan Finland Germany France Italy United States South Korea Poland Spain Across the globe, IQM empowers customers to turn quantum computing into real - world solutions for AI, chemistry, optimization, science, education, and beyond 21 Total systems sold 1 $165M+ Total order intake 1 13 Total customers 1 IQM Quantum Brilliance IBM Rigetti Fujitsu ORCA Computing XeedQ Alpine Quantum SpinQ D - Wave Other 2

24 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Unique to IQM’s platform Source: Company information Note: 1 Qiskit from IBM IQM Resonance: the quantum computing platform built for enterprises and broader developer community Multi - platform Accessible via IQM Resonance and partner platforms like AWS, offering customer choice and easy integration with existing workflows Multi - language Compatible with Qrisp, Qiskit, and QudaQ, providing full flexibility for developers and seamless integration across the quantum ecosystem Modularity Offers modular quantum routines developers can call instantly, simplifying workflows and eliminating low - level coding Accessibility Simple for beginners. Powerful for experts. 10x more computationally efficient than the most widely adopted platform 1 Tight integration Cloud accessible, plug - and - play with partner technologies, and HPC integration ready Error - correction Provides pulse - level access and error mitigation integration, giving full control of QEC stack instead of a black - box solution Provides libraries and highly abstracted subroutines in familiar languages like QRISP, enabling non - quantum developers to build applications easily, unlike low - abstraction, circuit - only frameworks such as Qiskit Enterprise customers: IQM offers an open and modular cloud platform N o.1 for customers

S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L I ndustrial strength Full vertical integration and proprietary critical infrastructure

26 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Autonomous chip design and assembly capabilities enable efficient product rollout x FAST / AGILE Development NO DEPENDENCY x On other manufactures QUALITY CONTROL x To ensure performance EFFICIENT FEEDBACK x Enabled by on - premise system sales IQM Assembly Line IQM Data Center IQM Fab QPU 1 designs optimised Customer feedback Systems trialled by customers QPUs 1 manufactured Systems put on the cloud in Data Center Systems built and integrated with assembly line Source: Company information Note: ¹ Quantum Processing Unit I ndustrial strength

27 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Source: Company information In - house capability and robust partnership across the value chain I ndustrial strength Quantum data center Cloud & data center Fabrication facility Design & fabrication Chip design software R&D Vertically integrated model to simplify application development to ease access for end users x Safe and secure environment for hosting quantum cloud x Location: Munich, Germany x Further investment plans to expand capabilities Full stack model benefitting from holistic view and control over the build and processes Lower production costs due to value chain control Customers benefit from better system performance and system stability x 200 mm wafers x Optimized for QPU piloting and production x Location: Espoo, Finland; Area: 1000 m 2 x Next generation chip factory for error - correction roadmap planned x Proprietary software to accelerate design cycles, reduce costs, increase quality / level of prediction and generate strong IP In - house capability Proprietary infrastructure Select partners Value chain

28 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Sources: Company information; Governmental organizations; Publicly available news Note: 1 Finland and the US: A New Alliance for the Future! — President Alexander Stubb at the White House; 2 Turning Europe into a quantum industrial activity; 3 Q - Exa consortium to integrate German quantum computer into HPC supercomputer for the first time Committed to supporting national sovereignty I ndustrial strength “It is part of our strategy to establish a Quantum Airbus initiative where several countries and a strong industry player collaborate closely to create a globally leading quantum computing company." Jan Goetz CEO & Co - Founder, IQM “There are two specific fields where Finland has strengths: One is quantum computing, and we know that is what gives food for thought for artificial intelligence and the second is networks." 1 Alexander Stubb to Donald Trump Presidents of Finland and the USA “The mission is clear: turn Europe into a quantum industrial powerhouse that transforms breakthrough science into market - ready applications, while maintaining its scientific leadership.” 2 Henna Virkkunen Executive Vice President, European Commission “Integrating a [IQM] quantum computer with the infrastructure of the Leibniz Supercomputing Centre harbours enormous potential for science and industry.” 3 Anja Karliczek Former German Minister for Research and Education • Recognized and supported by EU Quantum Initiatives, United States, Finland, Germany, Italy, Poland, France, Japan, Korea, and Taiwan • Endorsements underscore strategic importance and technical maturity Global recognition by national programs Strengthening EU and allied national resilience • Providing quantum hardware to the EU and Allies • Enabling secure, resilient capabilities for long - term national resilience • Central to the ecosystem, supporting spin - outs and accelerating research • Critical to EU technological sovereignty; Europe’s ‘quantum airbus’ Europe’s leading native quantum system provider • Multinational engagement ensures access to state - of - the - art innovation (e.g. semiconductor fabrication in Taiwan) • Diversified funding reduces single - country dependence and limits geopolitical and black - swan exposure Diversified, resilient funding and technology base

S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L T ransforming to scale The capital efficient path to global quantum leadership

30 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Sources: Company information; Deloitte; Peer reviewed journals; Publicly available news Note: 1 European Quantum Industry Consortium (QuIC). "A Portrait of the Global Patent Landscape in Quantum Technologies." Whitepaper, January 2025 Significant achievements made in 2025 building a basis for IQM’s next steps T ransforming to scale Quantum Physics [Submitted on 22 Aug 2025] Above 99.9% Fidelity Single - Qubit Gates, Two - Qubit Gates, and Readout in a Single Superconducting Quantum Device

31 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Embarking on our next phase of growth T ransforming to scale Continued R&D & innovation Talent attraction & development Infrastructure investment & expansion M&A, market consolidation and inorganic expansion Path towards quantum advantage

S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L E mpowering people The center of gravity for world - class talent and innovation

33 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Sources: Company information; McKinsey & Company; MIT; Quantum Consortium; Pitchbook The center of gravity for world - class talent, incubating a generation of industry leaders E mpowering people 20+ 50+ 60+ 80+ We are one of the most significant quantum businesses globally… …and have an attractive quantum talent pool in reach Density per million inhabitants 140+ 300+ 60+ 40+ 140+ 160+ Attractive talent market dynamics 300+ Employees 50+ Nationalities 40%+ Hold a PhD No.1 quantum employer in the EU… …with global talent attraction …and highly educated talent Collective experience from blue chip institutions Low Medium Labor costs Talent gap Effective supply of candidates Quantum physicist demand High Region Low Low High High Large talent pool Absolute number of graduates (k) in QT fields

34 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Source: Company information DR. JAN GOETZ Chief Executive Officer & Co - Founder  Founder of the year (2023, Handelsblatt)  Quantum PhD DR. JUHA VARTIAINEN Chief Global Affairs Officer & Co - Founder  Public Affairs & Internationalisation  Long standing leader & advisor  Quantum PhD JAN KUERSCHNER Chief Financial Officer  Financial Operations & Legal  Experienced finance executive  Business Administration MSc SYLWIA BARTHEL DE WEYDENTHAL Chief Commercial Officer  Sales, Marketing & Product  Experienced commercial executive  Economics MSc BLAIR ROBERTSON VP, Strategy & Corporate Development  Capital Markets, Strategy, Corporate Finance, IR & Corp Comms  Expert deal maker & financier  Economics MSc LISA KUSKE VP, People  People, Culture & Talent  Experienced global People & Culture leader  Business Administration MSc MARK FALCON General Counsel  Juris Doctor of Law  Experienced legal counsel DR. INES DE VEGA VP, Quantum Solutions  Tech: Applications & Algorithms  Distinguished technical research fellow  Quantum PhD DR. JUHA HASSEL VP, Quantum Technologies  Tech: QPU & Enabling Tech  Eminent scientist & engineering leader  Quantum PhD DR. TOMI RIIPINEN VP, Quantum Systems  Tech: System Integration & Software  Seasoned engineering director  Electrical Engineering PhD DR. SØREN HEIN Chief Operations Officer  Global Operations & Fabrication  Experienced semiconductor executive, investor, founder & board member  Electrical Engineering PhD & MBA *TBC Founder - led executive team, boasting decades of experience from the cleanroom to the capital markets E mpowering people

35 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L IQM board E mpowering people Alex Doll Board member • Founder and Managing Member at Ten Eleven Ventures • MBA, Stanford; B.S. of Finance & Systems engineering, Univ. of Pennsylvania Juho Sarvikas Board member • CEO & Director of Inseego Corp • Former President of Qualcomm North America • Former CPO of HMD Global Jeff Tudor Chair audit committee • Current Chairman of Inseego and Director at Hyperliquid Strategies and GCT Semiconductor • 20+ years in hedge funds, PE, and credit (Founder of Tremson Capital, Fortress, JHL Capital, and Nassau Capital, Operating Partner of Atlas Capital) Dr. Sierk Poetting Chairman • COO of BioNTech • Former CFO of Sandoz • Ph.D. in physics, Ludwig - Maximilian University, Munich Hannu Martola Chair Remuneration Committee • President & CEO of Detection Technology Plc. • M.Sc. In Engineering, Aalto University Juha Vartiainen Board member • Co - founder and Chief Global Affairs Officer at IQM • Ph.D. in Physics, Helsinki University of Technology Source: Company information

S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L About this presentation Risk Factors The below list of risk factors has been prepared solely for purposes of the proposed private placement transaction (the “Private Placement”) as part of the proposed business combination of Real Asset Acquisition Corp . (“RAAQ”) and IQM Finland Oy (the “Business Combination”), and solely for potential investors in the Private Placement, and not for any other purpose . All references to “IQM,” the “Company,” “we,” “us” or “our” refer to the business of IQM Finland Oy and its subsidiaries . The risks presented below are certain of the general risks related to the business of the Company, the Private Placement and the Business Combination, and such list is not exhaustive . The list below is qualified in its entirety by disclosures contained in future documents filed or furnished by the Company and RAAQ, with the U . S . Securities and Exchange Commission (“SEC”), including the documents filed or furnished in connection with the proposed transactions between the Company and RAAQ . The risks presented in such filings will be consistent with those that would be required for a public company in its securities law filings, including with respect to the business and securities of the Company and RAAQ and the proposed transactions between the Company and RAAQ, and may differ significantly from and be more extensive than those presented below . Investing in securities (the “Securities”) to be issued in connection with the Business Combination involves a high degree of risk . You should carefully consider these risks and uncertainties, together with the information in the Company’s consolidated financial statements and related notes, and should carry out your own due diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment in the Private Placement, before making an investment decision . There are many risks that could affect the business and results of operations of the Company, many of which are beyond its control . If any of these risks or uncertainties occurs, the Company’s business, financial condition and/or operating results could be materially and adversely harmed . Additional risks and uncertainties not currently known or those currently viewed to be immaterial may also materially and adversely affect the Company’s business, financial condition and/or operating results . If any of these risks or uncertainties actually occurs, the value of the Company’s equity securities may decline, and any investor in the Private Placement may lose all or part of its investment . Risks Related to Our Business Capital Requirements and Cost Fluctuations . Our business and our future plans for expansion are capital - intensive, and the specific timing of cash inflows and outflows may fluctuate substantially from period to period . Our operating plan may change because of factors currently unknown, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations . Such financings may result in dilution to our stockholders, issuance of securities with priority as to liquidation and dividend and other rights more favorable than common shares, imposition of debt covenants and repayment obligations or other restrictions that may adversely affect our business . Development . Our technical roadmap and plans for further commercialization include technology that is being developed but may never become available or meet desired technical specifications, and we face significant barriers in our continued development efforts . If we cannot successfully overcome those barriers, our business will be negatively impacted . Strategy Execution . If we cannot successfully execute our strategy, including in response to changing customer needs and new technologies and other market requirements, or achieve our objectives in a timely manner, our business, financial condition and results of operations could be harmed . Competition . Even if we are successful in developing quantum computing systems, and other products within our pipeline, and executing our strategy, competitors in the industry may achieve technological breakthroughs that render our quantum technology obsolete or inferior to other products . Our Industry . The quantum technology industry is in its early stages and volatile, and if it does not develop, if it develops slower than we expect, if it develops in a manner that does not require use of our quantum solutions, if it encounters negative publicity or if our solutions do not drive commercial engagement, the growth of our business will be harmed . Loss of Patent Protections . Any failure to obtain, maintain and protect our intellectual property rights could impair our ability to protect and commercialize our proprietary products and technology and cause us to lose our competitive advantage . Growth Rates . Our success will depend upon our ability to expand, scale our operations, and increase our sales and support capability . Even if the market in which we compete meets the size estimates and growth forecasted, our business could fail to grow at similar rates, if at all . Supply Chain . The design and manufacturing of our quantum computers are dependent on a number of critical suppliers and unknown supply chain issues that could delay the introduction of our products and services or cause a significant disruption in our supplier base could have a material adverse effect on our business, financial condition and results of operations . Strategic Partners . If we are unable to maintain our current strategic partnerships, including relationships with certain national research centers or universities, or we are unable to develop future collaborative partnerships, our future growth and development could be negatively impacted . Certain of our strategic development and partnership arrangements or expected strategic partnerships could be terminated or may not materialize into contract partnership arrangements on a long - term basis or at all . We may also not be able to successfully engage target customers or convert early trial deployments of our technology into meaningful orders in the future . Third Parties . We depend on, and anticipate that we will continue to depend on, various third - party suppliers, contractors, and strategic partners in order to sustain and grow our business . Our ability to commercialize and scale our superconducting quantum products is also dependent upon components we must source from electronics and other industries . Shortages or supply interruptions in any of these components will adversely impact our financial performance . 37

38 S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L About this presentation Risk Factors (Cont’d) Risks Related to the Private Placement Capital Raise. There can be no assurance that we will be able to raise the anticipated ~$134 million in the Private Placement, or that the amount of funds raised in the Private Placement will be sufficient to consummate the Business Combination or for use by the Combined Company. Voting Power. The issuance of shares of the Combined Company’s securities in connection with the Private Placement will dilute the voting power of the Combined Company’s shareholders. Risks Related to the Business Combination Transaction Costs. Both RAAQ and we will incur significant transaction costs in connection with the Business Combination. Contingencies of Business Combination. The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed. Key Personnel. The ability to successfully effect the Business Combination and the Combined Company’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain of our key personnel, all of whom we expect to stay with the Combined Company following the Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the combined business. Redemption. If a significant number of shares of RAAQ’s common stock is elected to be redeemed in connection with the Business Combination, the share ownership of the Combined Company will be highly concentrated, which will reduce the public “float” and may have a depressive effect on the market price of the shares of the Combined Company. Redemptions will also reduce the amount of capital available to the Combined Company following the Business Combination. Value of Securities. If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of RAAQ’s securities or, following the consummation of the Business Combination, the value of the Combined Company’s securities, may decline. Stock Exchange Approvals. There can be no assurance that the Combined Company’s securities will be approved for listing on the chosen stock exchanges or that the Combined Company will be able to comply with the continued listing standards of such stock exchanges. Conflicts of Interest. Some of RAAQ’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether we are an appropriate target for RAAQ’s initial business combination. Legal Proceedings. Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination. Compliance with Laws. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect us and the Combined Company’s business, including RAAQ, and our ability to consummate the Business Combination, and results of operations.