8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 6, 2025

SILVERBOX CORP IV

(Exact name of registrant as specified in its charter)

Cayman Islands	001-42214	N/A
(State or other jurisdiction<br><br><br> of incorporation)	(Commission<br> <br><br> File Number)	(IRS Employer <br><br> Identification No.)

8701

Bee Cave Road East Building, Suite 310 Austin, TX 78746

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (512)

575-3637

Not Applicable

(Former name or former address, if changed since last report)

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	SBXD.U	New York Stock Exchange LLC
Class A ordinary shares included as part of the units	SBXD	New York Stock Exchange LLC
Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	SBXD.WS	New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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 August 6, 2025 (the “Execution Date”), SilverBox Corp IV, a Cayman Islands exempted company (“SPAC”), Parataxis Holdings Inc., a Delaware corporation (“Pubco”), PTX Merger Sub I Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), PTX Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco (“Company Merger Sub”), Parataxis Holdings LLC, a Delaware limited liability company (the “Company”), SilverBox Sponsor IV LLC, a Delaware limited liability company (the “Sponsor”), solely for certain limited purposes as representative of the SPAC Shareholders (the “SPAC Representative”), and Edward Chin, solely for certain limited purposes as representative of the Company Holders (the “Seller Representative”), entered into a business combination agreement (the “Business Combination Agreement” and, the transactions contemplated by the Business Combination Agreement, the “Business Combination”). Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.

Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, (a) SPAC Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving company (the “SPAC Merger”), and with each SPAC Shareholder receiving one share of Pubco Class A common stock (“Pubco Class A Stock”) for each SPAC Class A Ordinary Share held by such shareholder in accordance with the terms of the Business Combination Agreement and (b) Company Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Company Merger” and, together with the SPAC Merger, the “Mergers,” and the effective time of the Mergers, the “Effective Time”), and with the Company Holders receiving shares of Pubco Class A Stock (other than the Key Company Holder (as defined below) who will receive shares of Pubco Class C common stock (“Pubco Class C Stock and together with the Pubco Class A Stock, “Pubco Stock”) in exchange for their Company Units (as defined below) in accordance with the terms of the Business Combination Agreement. As a result of the Mergers, SPAC and the Company will become wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law. At least one (1) Business Day prior to the Effective Time, SPAC will de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation (the “Conversion”).

Consideration

As consideration for the Company Merger, at the Effective Time, (i) each common unit of membership in the Company (“Company Common Unit”), other than Company Common Units held by Edward Chin (the “Key Company Holder”), will be converted into the right to receive, in exchange for such Company Common Unit, a number of shares of Pubco Class A Stock equal to (A) the Exchange Ratio (as defined below) multiplied by (B) one Company Unit, (ii) each non-voting preferred unit of the Company (“Company Preferred Unit,” and together with the Company Common Units, the “Company Units”) will be converted into the right to receive, in exchange for such Company Preferred Unit, a number of shares of Pubco Class A Stock equal to (A) the Exchange Ratio multiplied by the product of one Company Preferred Unit multiplied by 1.30 plus (B) the Preferred Holder Pro Rata Share of any Adjustment Shares, and (iii) each Company Common Unit held by the Key Company Holder as of immediately prior the Effective Time will be converted into the right to receive, in exchange for such Company Common Unit, a number of shares of Pubco Class C Stock equal to (A) one Company Common Unit multiplied by (B) the Exchange Ratio. In addition, each Company Common Unit (including Company Common Units held by the Key Company Holder) will be entitled to receive its pro rata portion of any Earnout Shares (as defined below), and each Company Preferred Unit will be entitled to receive additional shares of Pubco Class A Stock to account for certain increases, if any, in the price of Bitcoin between the time of purchase of the Purchased Bitcoin and the third business day prior to the date (the “Closing Date”) of the closing of the Business Combination (the “Closing”), in each case, as provided in the Business Combination Agreement. The “Exchange Ratio” is the quotient obtained by dividing the Per Unit Price by $10.00, the “Per Unit Price” is an amount equal to (x) the sum of $100,000,000, plus the gross cash proceeds of the Initial Financing Transactions (as defined below), plus the gross cash proceeds of any Additional Financing Transactions (as defined below) of the Company prior to the Closing, divided by (y) the total number of issued and outstanding Company Units, after treating all outstanding in-the-money convertible securities of the Company as fully vested and exercised, exchanged or converted as of the Effective Time, but excluding any Company Units owned by the Company in treasury or by any subsidiary of the Company and the “Adjustment Shares” means a number of shares of Pubco Class A Stock equal to (X) the product of (A) (I) the quotient obtained by dividing (i) the Closing Bitcoin Price by (ii) the Signing Bitcoin Price, (II) minus 1, multiplied by (B) the Preferred Equity Investment Gross Cash Proceeds divided by (Y) $10.00; provided, that the amount calculated in (A) of the foregoing shall not be less than zero.

As additional consideration, Company Holders of Common Units also have the potential to receive up to 7,500,000 additional shares of Pubco Class A Stock (the “Earnout Shares”) (along with any Earnings thereon) contingent upon the Pubco Class A Stock meeting certain share price targets during the 5-year period following the Closing (the “Earnout Period”). The Earnout Shares will be issued by Pubco into an escrow account at or prior to the Closing and released in accordance with the following:

·	Two-thirds (2/3) of the Earnout Shares will be released if the VWAP of the Pubco Class A Stock equals<br>or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period; and
·	One-third (1/3) of the Earnout Shares will be released if the VWAP of the Pubco Class A Stock equals or<br>exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period.
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All of the Earnout Shares will be accelerated and released if, during the Earnout Period, Pubco is subject to a change of control in which the implied consideration per share of Pubco Class A Stock equals or exceeds $12.50 per share (a “Qualifying Change of Control”). In the event that the applicable share price targets are not met during the Earnout Period, the Company Holders will not be entitled to receive the applicable portion of the Earnout Shares (along with any Earnings thereon).

As consideration for the SPAC Merger, at the Effective Time, (i) all issued and outstanding SPAC Public Units will be automatically detached and the holder thereof shall be deemed to hold (A) one SPAC Class A Ordinary Share, which will be converted into one share of Pubco Class A Stock, and (B) one-third (1/3) of one SPAC Public Warrant, which will be converted into one third (1/3) of one warrant entitling the holder thereof to purchase one (1) share of Pubco Class A Stock at a price of $11.50 per share (a “Pubco Public Warrant”), (ii) all issued and outstanding SPAC Private Units shall be automatically detached and the holder thereof shall be deemed to hold (A) one SPAC Class A Ordinary Share, which will be converted into one share of Pubco Class A Stock, and (B) one-third (1/3) of one SPAC Private Warrant, which will be converted into one third (1/3) of one warrant entitling the holder thereof to purchase one (1) share of Pubco Class A Stock at a price of $11.50 per share (a “Pubco Private Warrant”), and (iii) each issued and outstanding SPAC Class B Ordinary Share shall be converted automatically into one SPAC Class A Ordinary Share, which will be converted into the right to receive one share of Pubco Class A Stock. Also at the Effective Time, each issued and outstanding SPAC Public Warrant shall be converted into one Pubco Public Warrant and each issued and outstanding SPAC Private Warrant shall be converted into one Pubco Private Warrant.

Pursuant to the Sponsor Letter Agreement (as defined below), which was signed concurrently with the Business Combination Agreement, at the Closing, up to 150,000 shares of Pubco Class A Stock to be issued to the Sponsor in the SPAC Merger (the “Sponsor Earnout Shares”) will be deposited in an escrow account and released in the same proportions and upon achievement of the same share price targets (including in connection with a Qualifying Change of Control) as apply with respect to the Earnout Shares.

Holders of shares of Pubco Class A Stock issued in the Mergers will be entitled to one (1) vote per share and to receive distributions in proportion to the number of shares of Pubco Class A Stock held by such holders. In addition, the shares of Pubco Class A Stock will be listed for trading and will be freely transferable, subject to the terms of the Lock-Up Agreements (as described below) and any restrictions pursuant to applicable laws.

Holders of shares of Pubco Class C Stock issued in the Company Merger, all of which immediately following the Closing will be held by an entity controlled by the Key Company Holder, will collectively have 80% of the voting power of all shares of capital stock of Pubco (including shares issued in the future) (such voting power, the “Class C Voting Power”) until such time as the Key Company Holder, including his permitted transferees (such as charitable trusts and estate planning vehicles), own less than 25% of their aggregate ownership as of immediately after the Closing (the “Sunset Date”), with the foregoing determination taking into account certain considerations to be more fully described in the A&R Certificate of Incorporation (as defined below). Upon the Sunset Date or upon certain transfers to third parties or certain disqualifying events (namely, removal from Pubco’s Executive Committee for cause or upon death of the Key Company Holder), the shares of Pubco Class C Stock will automatically convert into shares of Pubco Class A Stock. Each holder of a share of Pubco Class C Stock shall, prior to such conversion, be entitled to the Class C Voting Power for each share of Pubco Class C Stock held of record by such holder on all matters on which Pubco stockholders are entitled to vote generally, including the election or removal of directors, and all matters on which holders of Pubco Class C Stock as a separate class are entitled to vote. Holders of shares of Pubco Class C Stock will be entitled to the same economic rights as the holders of shares of Pubco Class A Stock, including any rights to distributions and dividends. The shares of Pubco Class C Stock will not be listed or freely transferable.

Representations and Warranties

The Business Combination Agreement contains customary representations and warranties of the parties, which shall not survive the Closing. Many of the representations and warranties are qualified by materiality or Material Adverse Effect. “Material Adverse Effect” as used in the Business Combination Agreement means, with respect to any specified person, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (i) the business, assets, Liabilities, results of operations, prospects or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole, or (ii) the ability of such Person or any of its Subsidiaries to consummate the Business Combination, in each case subject to certain customary exceptions. Certain of the representations are subject to specified exceptions and qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement.

Covenants of the Parties

The Business Combination Agreement also contains pre-closing covenants of the parties, including obligations of the parties to operate their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, and to refrain from taking certain specified actions without the prior written consent of the Company, with respect to SPAC, and SPAC, with respect to the Company, Pubco and the Merger Subs, in each case, subject to certain exceptions and qualifications. Additionally, the parties have agreed not to solicit, initiate, assist, negotiate or enter into competing transactions, as further provided in the Business Combination Agreement. The covenants do not survive the Closing (other than those that are to be performed after the Closing).

The Business Combination Agreement also contains obligations of certain of the parties to use their reasonable best efforts to consummate the Business Combination. This includes certain obligations of Pubco, the Company and SPAC with regards to carrying out any additional financing transactions in connection with the Business Combination (the “Additional Financing Transactions”), obligations of Pubco to use reasonable best efforts to consummate the transactions contemplated by the Standby Equity Purchase Agreement (described below) (the “SEPA”), and obligations of the Company to use reasonable best efforts to consummate the transactions contemplated by the Preferred Equity Investment Subscription Agreements (described below) (the “Preferred Equity Investment,” and together with the SEPA, the “Initial Financing Transactions” and together with any Additional Financing Transactions and the other transactions contemplated by the Business Combination Agreement, the “Transactions”).

Within fifteen (15) Business Days after receipt of the gross cash proceeds of the Preferred Equity Investment, the Company shall cause Galaxy Digital to purchase, on behalf of the Company, a number of Bitcoin equal to such aggregate gross cash proceeds of the Preferred Equity Investment, less a holdback of $200,000 (such Bitcoin, the “Purchased Bitcoin”). The Purchased Bitcoin will be placed in a custodial account in accordance with a custody agreement by and between the Company and Anchorage Digital Bank, N.A., as custodian, and contributed to Pubco at the Closing.

SPAC, the Company and Pubco have agreed, as promptly as practicable after the execution of the Business Combination Agreement and delivery by the Company of the requisite financial statements, to prepare and file with the U.S. Securities and Exchange Commission (the “SEC”), a registration statement on Form S-4 (as amended or supplemented from time to time, the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of the issuance of the Pubco Class A Stock and Pubco Warrants to the SPAC Shareholders and the Company Holders, and containing a proxy statement/prospectus for the purpose of SPAC soliciting proxies from the SPAC Shareholders to approve (the “SPAC Shareholder Approval”), at an extraordinary general meeting of the SPAC Shareholders (the “Extraordinary General Meeting”), the Business Combination Agreement, the Transactions and related matters (the “SPAC Shareholder Approval Matters”) and providing the SPAC Shareholders an opportunity, in accordance with SPAC’s organizational documents and initial public offering prospectus, to have their SPAC Class A Ordinary Shares redeemed (the “Redemption”).

The parties have agreed to take all necessary action so that effective as of the Closing, the board of directors of Pubco will consist of five individuals, three of which are to be designated by the Company and one of which is to be designated by SPAC, with the final director to be Edward Chin, as the Chief Executive Officer and Chairman of Pubco.

Conditions to the Parties’ Obligations to Consummatethe Transactions

Under the Business Combination Agreement, the obligations of the parties to consummate (or cause to be consummated) the Transactions are subject to a number of customary conditions for special purpose acquisition companies, including, among others, the following: (i) the receipt of the SPAC Shareholder Approval; (ii) the consummation of the Business Combination not being prohibited by applicable law; (iii) effectiveness of the Registration Statement; (iv) receipt of certain specified regulatory approvals; and (v) the shares of Pubco Class A Stock and Pubco Public Warrants having been approved for listing on The Nasdaq Stock Market (“Nasdaq”) or the New York Stock Exchange (“NYSE”).

The obligations of SPAC to consummate the Transactions are also subject to, among other things (i) the representations and warranties of the Company, Pubco, SPAC Merger Sub and Company Merger Sub being true and correct, subject to the applicable materiality standards contained in the Business Combination Agreement; (ii) material compliance by the Company, Pubco, SPAC Merger Sub and Company Merger Sub with their respective pre-closing covenants; (iii) no occurrence of a Material Adverse Effect with respect to the Company or Pubco since the date of the Business Combination Agreement; and (iv) an employment agreement between Pubco and Edward Chin (the “Employment Agreement”) and the Sponsor Letter Agreement being in full force and effect.

The obligations of the Company, Pubco, SPAC Merger Sub and Company Merger Sub to consummate the Transactions are also subject to, among other things: (i) the representations and warranties of SPAC being true and correct, subject to the applicable materiality standards contained in the Business Combination Agreement; (ii) material compliance by SPAC with its pre-closing covenants; (iii) no occurrence of a Material Adverse Effect with respect to SPAC since the date of the Business Combination Agreement which is continuing and uncured; (iv) the occurrence of the Conversion; (v) the Employment Agreement and the Sponsor Letter Agreement being in full force and effect; (vi) upon the Closing, the net cash delivered to Pubco in connection with the Transactions (after giving effect to the completion and payment of the Redemption and payment of transaction expenses of SPAC and the Company), including (A) funds remaining in the Trust Account and (B) net proceeds of the Initial Financing Transactions (and any Additional Financing Transactions), shall equal or exceed Twenty-Five Million Dollars ($25,000,000); and (vii) the Sponsor having performed in all material respects its obligations required under the Sponsor Support Agreement (as defined below).

Termination Rights

The Business Combination Agreement contains certain termination rights, including, among others, the following: (i) upon the mutual written consent of SPAC and the Company, (ii) by SPAC or the Company if a Governmental Authority shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions; (iii) by the Company if the SPAC board of directors publicly changes its recommendation with respect to the Business Combination Agreement and Transactions and related shareholder approvals under certain circumstances detailed in the Business Combination Agreement; (iv) by either SPAC or the Company if the SPAC Shareholder Meeting is held and SPAC Shareholder Approval is not received; (v) by SPAC in connection with a breach of a representation, warranty, covenant or other agreement by the Company, Pubco, SPAC Merger Sub, Company Merger Sub or the Seller Representative, if the breach would result in the failure of the related condition to Closing and the breach or inaccuracy is incapable of being cured or is not cured in accordance with the terms of the Business Combination Agreement; (vi) by the Company for SPAC’s material uncured breach of the Business Combination Agreement, if the breach would result in the failure of the related condition to Closing and the breach or inaccuracy is incapable of being cured or is not cured in accordance with the terms of the Business Combination Agreement; or (vii) by either SPAC or the Company if the Closing has not occurred on or before nine months from the date of the Business Combination Agreement.

None of the parties to the Business Combination Agreement is required to pay a termination fee or reimburse any other party for its expenses as a result of a termination of the Business Combination Agreement. However, each party will remain liable for willful breaches of the Business Combination Agreement or for Fraud Claims prior to termination. Notwithstanding the foregoing, SPAC will bear all fees, costs and expenses incurred by any party in connection the filing of the Registration Statement with the SEC and submitting a listing application for Pubco securities to Nasdaq or NYSE, as applicable, regardless of whether the Closing occurs. Additionally, following the Closing, Pubco will be required to reimburse or pay or cause to be reimbursed or paid, all expenses of the parties, provided that expenses of the SPAC (subject to certain exceptions) shall only be reimbursed up to an amount of $7,000,000.

Trust Account Waiver

The Company, Pubco, SPAC Merger Sub and Company Merger Sub have agreed that they and their affiliates will not have any right, title, interest or claim of any kind in or to any monies in SPAC’s trust account held for its public shareholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom).

SPAC Representative andSeller Representative

The Sponsor is serving as the SPAC Representative under the Business Combination Agreement, and in such capacity will represent the interests of the SPAC Shareholders and their respective successors and assignees after the Closing (other than the Company Holders) with respect to certain post-Closing matters under the Business Combination Agreement and certain ancillary documents. Edward Chin is serving as the Seller Representative under the Business Combination Agreement, and in such capacity will represent the interests of the Company Holders and their respective successors and assignees with respect to certain post-Closing matters under the Business Combination Agreement and certain ancillary documents.

Governing Law and Jurisdiction

The Business Combination Agreement is governed by the laws of the State of New York, except that matters that as a matter of the laws of the Cayman Islands are required to be governed by the laws of the Cayman Islands shall be governed by the laws of the Cayman Islands, in each case without giving effect to the conflict of laws principles. All actions arising out of or relating to the Business Combination Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York.

The Business CombinationAgreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and the foregoing description thereof is qualified in its entiretyby reference to the full text of the Business Combination Agreement and the terms of which are incorporated by reference herein. The filingof the Business Combination Agreement herewith provides investors with information regarding its terms and is not intended to provideany other factual information about the parties. In particular, the assertions embodied in the representations and warranties containedin the Business Combination Agreement were made as of the execution date of the Business Combination Agreement only and are qualifiedby information in confidential disclosure schedules provided by the parties to each other in connection with the signing of the BusinessCombination Agreement. These disclosure schedules contain information that modifies, qualifies, and creates exceptions to the representationsand warranties set forth in the Business Combination Agreement. Moreover, certain representations, warranties and covenants in the BusinessCombination Agreement may have been used for the purpose of allocating risk between the parties rather than establishing matters of fact.Accordingly, you should not rely on the representations, warranties and covenants in the Business Combination Agreement as characterizationsof the actual statements of fact about the parties.

Related Agreements

Sponsor Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, SPAC entered into a Sponsor Support Agreement with Sponsor, the Company and Pubco (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor agreed to (i) vote its SPAC Ordinary Shares in favor of each of the SPAC Shareholder Approval Matters, including the Business Combination Agreement and the Transactions, (ii) vote its SPAC Ordinary Shares against any Acquisition Proposal or Alternative Transaction, (iii) to comply with the restrictions imposed by the Insider Letter, including the restrictions on transfer and redemption of SPAC Ordinary Shares in connection with the Transactions, (iv) waive any rights to adjustment or other anti-dilution or similar protections with respect to the rate that the SPAC Class B Ordinary Shares held by Sponsor will convert into SPAC Class A Ordinary Shares in connection with the Business Combination and the Transactions, and (v) effective as of the Closing, release any claims against SPAC, Pubco, the Company, SPAC Merger Sub and Company Merger Sub with respect to any matter arising at or prior to the Closing, subject to customary exceptions and existing contractual rights.

The Sponsor Support Agreementis filed as Exhibit 10.1 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entirety by referenceto the full text of the Sponsor Support Agreement and the terms of which are incorporated by reference herein.

Sponsor Letter Agreement

Contemporaneously with the execution of the Business Combination Agreement, SPAC entered into a Sponsor Letter Agreement with Sponsor and Pubco (the “Sponsor Letter Agreement”), pursuant to which, among other things, the Sponsor will deposit up to 150,000 Sponsor Earnout Shares into an escrow account, such shares to be released from escrow in accordance with the following:

·	Two-thirds (2/3) of the Sponsor Earnout Shares will be released if the VWAP of the Pubco Class A Stock<br>equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period.
·	One-third (1/3) of the Sponsor Earnout Shares will be released if the VWAP of the Pubco Class A Stock<br>equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period.
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All of the Sponsor Earnout Shares will be accelerated and released if Pubco is subject to a Qualified Change of Control.

In addition, the Sponsor will use its commercially reasonable efforts to facilitate SPAC, the Company and/or Pubco or their respective subsidiaries entering into Additional Financing Transactions as contemplated by the Business Combination Agreement.

The Sponsor Letter Agreementis filed as Exhibit 10.2 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entirety by referenceto the full text of the Sponsor Letter Agreement and the terms of which are incorporated by reference herein.

Lock-Up Agreements

Concurrently with the Closing, certain significant Company Holders (the “Significant Company Holders”) will enter into a Lock-Up Agreement (collectively, the “Lock-Up Agreements”) with Pubco and SPAC Representative, pursuant to which the Significant Company Holders will agree that the shares of Pubco Class A Stock received by each Significant Company Holder will be locked up and subject to transfer restrictions, as described below, subject to certain exceptions. The shares of Pubco Class A Stock held by each Significant Company Holder will be locked up until the earlier of (i) six (6) months after the date of the Closing (the “Anniversary Release”); provided that, in the event the registration statement on Form S-1 filed with the SEC by Pubco to register the resale of the Pubco Class A Stock (the “Resale Registration Statement”) has not been declared effective on or prior to the Anniversary Release, then the Anniversary Release will be deemed to be the date such Resale Registration Statement is declared effective by the SEC, (ii) the date on which Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Closing which results in all of Pubco’s shareholders having the right to exchange their shares of Pubco Class A Stock for cash, securities or other property and (iii) the date upon which the VWAP of Pubco Class A Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period commencing any time 150 days after the Closing Date.

The form of the Lock-UpAgreement is filed as Exhibit 10.3 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entiretyby reference to the full text of the form of Lock-Up Agreement and the terms of which are incorporated by reference herein.

Preferred Equity Investment Subscription Agreement

Contemporaneously with the execution of the Business Combination Agreement, the Company and Pubco entered into subscription agreements (collectively, the “Preferred Equity Investment Subscription Agreements”) with certain investors (the “Preferred Equity Investors”), pursuant to which, the Company agreed to issue, and the Preferred Equity Investors agreed to purchase, an aggregate of 3,100,000 preferred equity units of the Company, in a private placement, (the “Preferred Equity Units”), at a purchase price of $10.00 per unit for an aggregate purchase price of $31,000,000, (the “Preferred Equity”).

As described above, the net proceeds of the Preferred Equity Investment will be used by Pubco to purchase Bitcoin.

Pursuant to the Preferred Equity Investment Subscription Agreements, Pubco has agreed to use commercially reasonable efforts to cause the shares of Pubco Class A Stock into which the Preferred Equity Units will be converted upon consummation of the Company Merger to be registered on the Registration Statement. To the extent that any such shares of Pubco Class A Stock are unable to be included on the Registration Statement, the Company has agreed to certain obligations to have Pubco register and maintain the registration of the shares of Pubco Class A Stock into which the Preferred Equity Units will be converted, including that, as soon as reasonably practicable but no later than forty-five (45) calendar days after the Closing of the Transactions, Pubco shall file with the SEC (at Pubco’s sole cost and expense) a registration statement registering the resale of the shares of Pubco Class A Stock into which the Preferred Equity Units will be converted, and Pubco shall have such registration statement declared effective as soon as practicable after the filing thereof, but no later than 90 calendar days after the Closing of the Transactions, which may be extended an additional 30 calendar days depending on the level of SEC review involved.

The form of the PreferredEquity Investment Subscription Agreement is filed as Exhibit 10.4 to this Current Report on Form 8-K, and the foregoing description thereofis qualified in its entirety by reference to the full text of the form of the Preferred Equity Investment Subscription Agreement and theterms of which are incorporated by reference herein.

Standby Equity Purchase Agreement

Contemporaneously with the execution of the Business Combination Agreement, the Company and Pubco entered into the SEPA with YA II PN, LTD. (“Yorkville”) pursuant to which, subject to the consummation of the Business Combination, Pubco has the option, but not the obligation, to issue, and Yorkville shall subscribe for, an aggregate amount of up to $400.0 million (the “Commitment Amount”) of Pubco Class A Stock (such shares, the “SEPA Shares”) at the time of Pubco’s choosing during the 36 months following the Closing, subject to certain limitations. Sales of the SEPA Shares to Yorkville, and the timing of any such sales, are at Pubco’s option, and Pubco is under no obligation to sell any SEPA Shares to Yorkville.

Each advance (each, a “SEPA Advance”) Pubco requests in writing to Yorkville under the SEPA (notice of such request, a “SEPA Advance Notice”) may be for a number of SEPA Shares up to such number of shares as is equal to 100% of the average daily trading volume of the shares of Pubco Class A Stock during the five consecutive trading days immediately prior to the date of each SEPA Advance Notice.

Pubco may establish a minimum acceptable price in each SEPA Advance Notice below which Pubco will not be obligated to make any sales to Yorkville pursuant to such notice. The shares of Pubco Class A Stock sold pursuant to a SEPA Advance delivered by Pubco will be purchased by Yorkville at a price equal to 97% of the lowest daily VWAP of the shares of Pubco Class A Stock during the two consecutive trading days commencing on the date of the delivery of the SEPA Advance Notice, other than the daily VWAP on a day in which the daily VWAP is less than a minimum acceptable price as stated by Pubco in the SEPA Advance Notice. “VWAP” shall mean for any trading day or specified period, the daily volume weighted average price of the shares of Pubco Class A Stock for such trading day on the principal market during regular trading hours, or such specified period, as reported by Bloomberg L.P through its “AQR” function. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

The SEPA will automatically terminate on the earliest to occur of (i) the 36-month anniversary of the Closing or (ii) the date on which Yorkville shall have made payment of SEPA Advances pursuant to the SEPA for SEPA Shares equal to the Commitment Amount. Pubco has the right to terminate the SEPA at no cost or penalty upon five trading days’ prior written notice to Yorkville, provided that there are no outstanding SEPA Advance Notices for which SEPA Shares are required to be issued and that Pubco has paid all amounts owed to Yorkville pursuant to the SEPA. Pubco and Yorkville may also agree to terminate the SEPA by mutual written consent.

As consideration for Yorkville’s commitment to purchase the SEPA Shares, Pubco agreed to pay to Yorkville a commitment fee in an amount equal to 1.0% of the Commitment Amount (the “Commitment Fee”), of which (i) one-half (the “Initial Fee”) shall be paid on or before the fifth trading day following the consummation of the Transactions, and which may be paid, at the option of Pubco, in cash, or by the issuance to Yorkville of such number of shares of Pubco Class A Stock that is equal to the Initial Fee divided by $10.00 (the “Initial Commitment Shares”) and (ii) one-half (the “Deferred Fee”) shall be paid within five trading days of the date that Pubco receives proceeds from the sale of SEPA Shares to Yorkville of at least $50 million (the “Deferred Fee Date”), and which may be paid, at the option of Pubco, in cash, or by the issuance to Yorkville of such number of shares of Pubco Class A Stock that is equal to the Deferred Fee divided by the average of the daily VWAPs of the shares of Pubco Class A Stock during the first 3 trading days immediately following the Deferral Fee Date (the “Deferred Commitment Shares”). The Initial Commitment Shares issuable thereunder shall be included on the Registration Statement. Pursuant to the SEPA, Pubco is required to register for resale all SEPA Shares which Yorkville may acquire, and is required to have a registration statement declared effective by the SEC before it can sell any SEPA Shares to Yorkville.

SEPA RegistrationRights Agreement

Contemporaneously with the execution of the Business Combination Agreement**,** Pubco and Yorkville also entered into a registration rights agreement (the “SEPA Registration Rights Agreement”), pursuant to which Pubco agreed to file with the Securities and Exchange Commission a registration statement covering the resale of the SEPA Shares and the Commitment Shares issuable to the Investor under the SEPA.

A copy of the SEPA and the SEPA Registration Rights Agreement will be filed by amendment on Form 8-K/A to this Current Report within fourbusiness days of the date hereof as Exhibit 10.7 and Exhibit 10.8 respectively, and the foregoing descriptions thereof are qualified in their entirety by reference to the fulltext of the SEPA and the SEPA Registration Rights Agreement and the terms of which are incorporated by reference herein. The filingof the SEPA herewith provides investors with information regarding its terms and is not intended to provide any other factualinformation about the parties. In particular, the assertions embodied in the representations and warranties contained in the SEPAwere made as of the execution date of the SEPA only and are qualified by information in confidential disclosure schedules providedby the parties to each other in connection with the signing of the SEPA. These disclosure schedules contain information thatmodifies, qualifies, and creates exceptions to the representations and warranties set forth in the SEPA. Moreover, certainrepresentations, warranties and covenants in the SEPA may have been used for the purpose of allocating risk between the partiesrather than establishing matters of fact. Accordingly, you should not rely on the representations, warranties and covenants in theSEPA as characterizations of the actual statements of fact about the parties.

Shared Facilities and Services Agreement

Concurrently with the Closing of the Business Combination Agreement, Pubco and Parataxis Capital Management LLC, a Delaware limited liability company and an affiliate of the Company (“PCM”), will enter into a Shared Facilities and Services Agreement (the “Services Agreement”). Pursuant to the Services Agreement, PCM will agree to provide, or cause to be provided, to Pubco and its subsidiaries use of PCM’s facilities and certain services to Pubco and its subsidiaries in exchange for a monthly services fee based on the pro rata portion of PCM’s fully allocated cost and expenses that are directly attributable to the provision of facilities and services to be provided by PCM.

The form of Services Agreementis filed as Exhibit 10.5 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entirety by referenceto the full text of the form of the Services Agreement and the terms of which are incorporated by reference herein.

Right of First Refusal Agreement

Concurrently with the Closing of the Business Combination Agreement, the Company, PCM, Pubco, and Edward Chin will enter into a Right of First Refusal Agreement (the “ROFR”). Pursuant to the ROFR, if, from the Closing and until the three-year anniversary of the Closing (the “Offer Period”), PCM receives a bona fide, written offer from any person to enter into a single transaction or series of related transactions with respect to (a) the acquisition, directly or indirectly, of fifty percent (50%) of the outstanding voting power of PCM or (b) the sale, lease, transfer, exclusive license or other disposition by PCM of all or substantially all of the assets of PCM (either, a “Sale Transaction”), then PCM shall deliver to Pubco prompt written notice (the “Offer Notice”) thereof stating: (i) the identity of the Prospective Buyer (as defined in the ROFR) and (ii) the material terms and conditions of such Sale Transaction. With respect to any such Sale Transaction proposed to be made by PCM during the Offer Period, Pubco shall have a right of first refusal to consummate such Sale Transaction on substantially the same terms and conditions, including price, as the Prospective Buyer. In the event Pubco elects not to exercise its right of first refusal, PCM may proceed to close the Sale Transaction upon the terms set forth in the Offer Notice or on terms no more favorable to the Prospective Buyer than those contained in the Offer Notice; provided, that in the event Pubco elects not to exercise its right of first refusal and such Sale Transaction is not consummated within ninety (90) days, then the right of first refusal process described in the ROFR shall survive and repeat itself until the expiration of the Offer Period.

The Form of the ROFR isfiled as Exhibit 10.6 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entirety by referenceto the full text of the form of the ROFR and the terms of which are incorporated by reference herein.

Amended and Restated Registration Rights Agreement

Concurrently with the Closing of the Business Combination Agreement, SPAC, Pubco, the Sponsor and each Company Holder shall enter into a registration rights agreement that will amend and restate the Registration Rights Agreement, dated as of August 15, 2024, by and among SPAC, Sponsor and the other parties thereto entered into at the time of SPAC’s initial public offering (the “Amended and Restated Registration Rights Agreement”). Pursuant to the Amended and Restated Registration Rights Agreement, among other matters, Pubco will (i) assume the registration obligations of SPAC under such registration rights agreement, with such rights applying to the shares of Pubco Class A Stock and (ii) provide the Company Holders party thereto with registration rights with respect to the resale of shares of Pubco Class A Stock.

Insider Letter Amendment

Concurrently with the Closing of the Business Combination Agreement, SPAC, the Company, Pubco and certain SPAC insiders will enter into an amendment (the “Insider Letter Amendment”) to the letter agreement, dated August 15, 2024, as may be amended, by and among SPAC, the Sponsor and certain SPAC insiders therein that was entered into in connection with SPAC’s initial public offering (the “Insider Letter Agreement”), pursuant to which, among other matters, effective as of the Closing, Pubco shall assume and be assigned the rights and obligations of SPAC under the Insider Letter Agreement.

Governance TermSheet

At or prior to the Closing, Pubco shall amend and restate Pubco’s certificate of incorporation (the “Pubco A&R Certificate of Incorporation”) and bylaws to incorporate the terms of the Governance Term Sheet attached as an exhibit to the Business Combination Agreement (the “Governance Term Sheet”), pursuant to which the parties have agreed to certain governance terms for Pubco to be effective as of the Effective Time. The Governance Term Sheet provides, among other things, that (i) the board of directors of Pubco (the “Pubco Board”) shall consist of five individuals, three of which are to be designated by the Company, one of which is to be designated by SPAC and one of which will be Edward Chin, as the Chief Executive Officer of Pubco; (ii) Edward Chin will serve as Chairman of the Pubco Board; (iii) except for matters delegated to the Executive Committee, all decisions of the Pubco Board must be adopted by a simple majority of directors in attendance; and (iv) Pubco shall establish an Executive Committee consisting of Edward Chin and such other members as determined by Edward Chin and an Audit Committee, Compensation Committee and Nominating & Governance Committee, each consisting of three independent directors. The Governance Term Sheet also provides for the voting rights of the classes of shares of Pubco Stock, as follows (x) the holders of shares of Pubco Class A Stock shall be entitled to one (1) vote per share and to receive distributions in proportion to the number of shares of Pubco Class A Stock held by them, and (y) the holders of Pubco Class C Stock, all of which will be held by an entity controlled by the Key Company Holder immediately following the Closing, will collectively have 80% of the voting power of all shares of Pubco Stock (including shares issued in the future) until such time as the Key Company Holder, including his permitted transferees (such as charitable trusts and estate planning vehicles), own less than 25% of their aggregate ownership as of immediately after the Closing, with the foregoing determination taking into account certain considerations to be more fully described in the Pubco A&R Certificate of Incorporation.

Item 3.02 Unregistered Sale of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein, to the extent applicable. The securities of the Company that may be issued in connection with the Preferred Equity Investment will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 7.01 Regulation FD.

On August 6, 2025, SPAC and the Company issued a joint press release (the “Joint Press Release”) announcing the execution of the Business Combination Agreement. The Joint Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Attached as Exhibit 99.2 and incorporated herein by reference is the investor presentation for use by SPAC in meetings with certain of its shareholders as well as other persons with respect to the Transactions, as described in this Current Report on Form 8-K.

Attached as Exhibit 99.3 and incorporated herein by reference is a transcript from a recording first made on August 6, 2025, in which executives from the SPAC and the Company discuss the Business Combination.

The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and 99.3 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of SPAC under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.

Additional Information and Where to Find It

Pubco, the Company and SPAC intend to file with the SEC the Registration Statement, which will include a preliminary proxy statement of SPAC and a prospectus of Pubco (the “Proxy Statement/Prospectus”) in connection with the Transactions. The definitive proxy statement and other relevant documents will be mailed to shareholders of SPAC as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. SPAC, the Company and/or Pubco will also file other documents regarding the Transactions with the SEC. This Current Report on Form 8-K does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF SPAC AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH SPAC’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT SPAC, THE COMPANY, PUBCO AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by SPAC and Pubco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: SilverBox Corp IV, 8701 Bee Cave Road, Austin, TX 78746, or upon written request to Pubco, via email at info@sbcap.com.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The Preferred Equity Units of the Company issued in the Initial Financing Transactions have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

Participants in the Solicitation

SPAC, the Company, Pubco and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from SPAC’s shareholders in connection with the Transactions. A list of the names of such persons, and information regarding their interests in the Transactions and their ownership of SPAC’s securities are, or will be, contained in SPAC’s filings with the SEC, including SPAC’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 13, 2025 (“SPAC Annual Report”) and SPAC’s Quarterly Report on Form 10-Q for the period ended March 31, 2025, filed with the SEC on May 13, 2025. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of SPAC’s shareholders in connection with the Transactions, including the names and interests of Pubco’s directors and executive officers, will be set forth in the Registration Statement and Proxy Statement/Prospectus, which is expected to be filed by Pubco, the Company and SPAC with the SEC. Investors and security holders may obtain free copies of these documents as described above.

No Offer or Solicitation

This information contained in this Current Report on Form 8-K is for informational purposes only and 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 shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of SPAC, the Company or Pubco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” with respect to SPAC, Pubco and the Company within the meaning of the federal securities laws. The expectations, estimates, and projections of the businesses of the Company and SPAC may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predict,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, future performance and anticipated financial impacts of the Transactions, the satisfaction of the closing conditions to the Transactions, and the timing of the completion of the Transactions. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of the Company, Pubco and SPAC and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at all, which may adversely affect the price of SPAC’s securities; (2) the Transactions not being completed by SPAC’s business combination deadline; (3) the failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of SPAC’s shareholders; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of Pubco to grow and manage growth profitably and retain its key employees, and the demand in South Korea for digital assets; (5) the level of redemptions of SPAC’s public shareholders which will reduce the amount of funds available for Pubco to execute on its business strategies and may make it difficult to obtain or maintain the listing or trading of Pubco Class A Stock on a major securities exchange; (6) the failure of Pubco to obtain or maintain the listing of its securities on any securities exchange after closing of the Transactions; (7) costs related to the Transactions and as a result of becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) Pubco’s anticipated operations and business, including the highly volatile nature of the price of Bitcoin and the demand for digitals assets in Korea; (10) Pubco’s stock price will be highly correlated to the price of Bitcoin and the price of Bitcoin may decrease between the signing of the definitive documents for the Transactions and the closing of the Transactions or at any time after the closing of the Transactions; (11) increased competition in the industries in which Pubco will operate; (12) significant legal, commercial, regulatory and technical uncertainty regarding Bitcoin; (13) treatment of crypto assets for U.S. and foreign tax purposes; (14) after consummation of the Transactions, Pubco experiences difficulties managing its growth and expanding operations; (15) challenges in implementing Pubco’s business plan due to operational challenges, significant competition and regulation; (16) being considered to be a “shell company” by the securities exchange on which Pubco Class A Stock will be listed or by the SEC, which may impact the ability to list Pubco Class A Stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; (17) the outcome of any potential legal proceedings that may be instituted against Pubco, the Company, SPAC or others following announcement of the Transactions; (18) trading price and volume of Pubco Class A Stock may be volatile following the Transactions and an active trading market may not develop; (19) Pubco stockholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities in Pubco; (20) investors may experience immediate and material dilution upon Closing as a result of the SPAC Class B Ordinary Shares held by the Sponsor, since the value of the SPAC Class B Ordinary Shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Pubco Class A Stock at such time is substantially less than the price per share paid by investors; (21) conflicts of interest that may arise from investment and transaction opportunities involving Pubco, the Company, its affiliates and other investors and clients; (22) legal, regulatory, political, currency, and economic risks specific to South Korea, including risks related to geopolitical tensions in the region; (23) risks related to, and potential loss of the entire investment in, the Company’s potential investment in a single KOSDAQ-listed company; (24) Bitcoin trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (25) the custody of Pubco’s Bitcoin, including the loss or destruction of private keys required to access its Bitcoin and cyberattacks or other data loss relating to its Bitcoin, which could cause Pubco to lose some or all of its Bitcoin; (26) a security breach or cyber-attack and unauthorized parties obtain access to Pubco’s Bitcoin assets, Pubco may lose some or all of its Bitcoin temporarily or permanently and its financial condition and results of operations could be materially adversely affected; (27) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the price of Bitcoin and adversely affect Pubco’s business; (28) potential regulatory change reclassifying Bitcoin as a security could lead to the Pubco’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of Bitcoin and the market price of Pubco listed securities; (29) it is not possible to predict the amount of Pubco Class A Stock sold under the SEPA or the gross proceeds resulting from such sales, that sales under the SEPA will cause dilution to existing Pubco shareholders, Pubco may spend any proceeds under the SEPA in ways that may not generate a significant return; and (30) other risks and uncertainties included in (x) the “Risk Factors” sections of the SPAC Annual Report and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Pubco and SPAC. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company, Pubco and SPAC do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by the Company’s, Pubco’s or SPAC’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of the Company’s, Pubco’s or SPAC’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that the Company, Pubco or SPAC will, or are likely to, generate going forward.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1+†	Business Combination Agreement, dated as of August 6, 2025, by and among SPAC, SPAC Merger Sub, Pubco, the Company, Company Merger Sub, SPAC Representative and Seller Representative
10.1+	Sponsor Support Agreement, dated as of August 6, 2025, by and among the Sponsor, SPAC and Pubco.
10.2	Sponsor Letter Agreement, dated as of August 6, 2025, by and among the Sponsor, SPAC and Pubco.
10.3†	Form of Lock-Up Agreement.
10.4+†	Form of Preferred Equity Investment Subscription Agreement, dated as of August 4, 2025, by and among the Company, Pubco and certain investors party thereto.
10.5+	Form of Shared Facilities and<br> Services Agreement, by and between PCM and Pubco.
10.6	Form of Right of First Refusal<br> Agreement, by and among the Company, PCM, Edward Chin and Pubco.
99.1	Joint Press Release dated August 6, 2025.
99.2	Investor Presentation.
99.3	Transcript of Recorded Investor Presentation
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
+	Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. SPAC will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request.
†	Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

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.

SILVERBOX<br> CORP IV
By:	/s/ Stephen Kadenacy
Name:	Stephen Kadenacy
Title:	Chief Executive Officer
Dated: August<br> 6, 2025

Exhibit 2.1

BUSINESS COMBINATION AGREEMENT

by and among

SILVERBOX CORP IV,****as SPAC,

PARATAXIS HOLDINGS INC.,

as Pubco,

**PTX MERGER SUB I INC.,**as SPAC Merger Sub,

PTX MERGER SUB II LLC,****as Company Merger Sub,

PARATAXIS HOLDINGS LLC,****as the Company,

SilverBoxSponsor IV LLC,****in the capacity as the SPAC Representative,

and

EDWARD CHIN,****in the capacity as the Seller Representative

Dated as of August 6, 2025

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
1.1	Certain Definitions	3
1.2	Section References	16
1.3	Interpretation	19
ARTICLE II<br> MERGERS
2.1	SPAC Merger	20
2.2	Company Merger	20
2.3	Effective Time	20
2.4	Effect of the Mergers	21
2.5	Organizational Documents	21
2.6	Directors and Officers of the Surviving Subsidiaries	21
2.7	Conversion of SPAC	22
2.8	Company Merger Consideration	22
2.9	SPAC Merger Consideration	23
2.10	Effect of Company Merger on Company Treasury Interests;<br> Company Merger Sub	24
2.11	Effect of Mergers on Outstanding Securities of Pubco	24
2.12	Exchange Procedures	25
2.13	Earnout and Escrow	27
2.14	Intended Tax Treatment	29
2.15	Taking of Necessary Action; Further Action	29
2.16	Withholding	30
ARTICLE III<br> CLOSING
3.1	Closing	30
3.2	Pre-Closing Statements	30
3.3	Closing Deliveries	31
ARTICLE IV<br> REPRESENTATIONS AND WARRANTIES OF SPAC
4.1	Organization and Standing	32
4.2	Authorization; Binding Agreement	33
4.3	Governmental Approvals	33
4.4	Non-Contravention	34
4.5	Capitalization	34
4.6	SEC Filings; SPAC Financials; Internal Controls	35
4.7	No Litigation; Orders; Permits	36
4.8	Absence of Certain Changes	37
4.9	Compliance with Laws	37
4.10	Taxes and Returns	37
4.11	Employees and Employee Benefit Plans	37
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4.12	Properties	37
4.13	Material Contracts	37
4.14	Transactions with Affiliates	38
4.15	Finders and Brokers	38
4.16	Certain Business Practices	38
4.17	Insurance	39
4.18	Independent Investigation	39
4.19	No Other Representations	39
4.20	Information Supplied	39
4.21	SPAC Trust Account	40
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUBS
5.1	Organization and Standing	40
5.2	Authorization; Binding Agreement	41
5.3	Governmental Approvals	41
5.4	Non-Contravention	41
5.5	Capitalization	42
5.6	Pubco and Merger Subs’ Activities	42
5.7	Finders and Brokers	42
5.8	Ownership of Pubco Stock	42
5.9	Information Supplied	42
5.10	Independent Investigation	42
5.11	No Other Representations	43
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
6.1	Organization and Standing	43
6.2	Authorization; Binding Agreement	43
6.3	Capitalization	44
6.4	Subsidiaries	45
6.5	Governmental Approvals	45
6.6	Non-Contravention	45
6.7	No Litigation	46
6.8	Financial Statements	46
6.9	Absence of Certain Changes	46
6.10	Title to Assets	46
6.11	Compliance with Laws	46
6.12	Benefit Plans	46
6.13	280G	47
6.14	Labor Representations	47
6.15	Fund-Related Representations	47
6.16	Certain Business Practices	49
6.17	Insurance	49
6.18	Transactions with Affiliates	49
6.19	Finders and Brokers	49
6.20	Preferred Equity Investment	50
6.21	Information Supplied	50
6.22	Independent Investigation	50
---	---	---
6.23	Real Property	51
6.24	Material Contracts	51
6.25	Taxes	51
6.26	No Other Representations	52
ARTICLE VII<br><br> COVENANTS
7.1	Access and Information	52
7.2	Conduct of Business of the Company, Pubco, and the<br> Merger Subs	53
7.3	Conduct of Business of SPAC	55
7.4	Annual and Interim Financial Statements	57
7.5	SPAC Public Filings	58
7.6	No Solicitation	58
7.7	No Trading	59
7.8	Notification of Certain Matters	59
7.9	Efforts	60
7.10	Further Assurances	61
7.11	The Registration Statement	61
7.12	Public Announcements	62
7.13	Confidential Information	63
7.14	Post-Closing Pubco Board of Directors and Executive<br> Officers	64
7.15	Indemnification of Directors and Officers; Tail Insurance	65
7.16	Use of Proceeds	66
7.17	Delisting and Deregistration	66
7.18	Pubco A&R Organizational Documents	66
7.19	Amendment and Restatement of Founder Registration Rights<br> Agreement	66
7.20	Financing Transactions	66
7.21	Transaction Financing	67
7.22	Transfer Taxes	67
7.23	Warrant Agreement	67
7.24	Bitcoin Acquisition	67
7.25	Shared Services Agreement	68
7.26	Policy Relating to Business and Strategic Purpose	68
ARTICLE VIII
CLOSING CONDITIONS
8.1	Conditions to Each Party’s Obligations	68
8.2	Conditions to Obligations of the Company, Pubco and<br> the Merger Subs	68
8.3	Conditions to Obligations of SPAC	69
8.4	Frustration of Conditions	70
ARTICLE IX
TERMINATION<br> AND EXPENSES
9.1	Termination	70
9.2	Effect of Termination	71
ARTICLE X
---	---	---
WAIVERS AND RELEASES
10.1	Waiver of Claims Against Trust	72
10.2	Release and Covenant Not to Sue	73
ARTICLE XI
MISCELLANEOUS
11.1	Survival	73
11.2	Notices	73
11.3	Binding Effect; Assignment	76
11.4	Third Parties	76
11.5	Fees and Expenses	76
11.6	Governing Law; Jurisdiction	76
11.7	WAIVER OF JURY TRIAL	77
11.8	Specific Performance	77
11.9	Severability	77
11.10	Amendment	78
11.11	Waiver	78
11.12	Entire Agreement	78
11.13	Counterparts	78
11.14	SPAC Representative	78
11.15	Seller Representative	79
11.16	Legal Representation	81
11.17	No Recourse	82
	EXHIBITS
Exhibit A	Form of<br> Lock-Up Agreement
---	---
Exhibit B	Form of Sponsor Support<br> Agreement
Exhibit C	Form of Sponsor Letter<br> Agreement
Exhibit D	Standby Equity Purchase<br> Agreement
Exhibit E	Form of Preferred<br> Equity Investment Subscription Agreement
Exhibit F	Governance Term Sheet
Exhibit G	Policy Relating to Business<br> and Strategic Purpose
Exhibit H	ROFR Agreement
Exhibit I	Form of Shared Services<br> Agreement

Execution Version

BUSINESS COMBINATION AGREEMENT

This Business Combination Agreement (this “Agreement”) is made and entered into as of August 6, 2025 by and among (a) SilverBox Corp IV, a Cayman Islands exempted company (“SPAC”), (b) Parataxis Holdings Inc., a Delaware corporation (“Pubco”), (c) PTX Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“SPAC Merger Sub”), (d) PTX Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Company MergerSub” and, together with the SPAC Merger Sub, the “Merger Subs”), (e) Parataxis Holdings LLC, a Delaware limited liability company (the “Company”), (f) SilverBox Sponsor IV LLC, a Delaware limited liability company (the “Sponsor”), solely in the capacity as the representative from and after the Effective Time (as defined herein) for the SPAC Shareholders as of immediately prior to the Effective Time and their successors and assigns (other than the Company Holders (as defined herein)) in accordance with the terms and conditions of this Agreement (the “SPAC Representative”) and (g) Edward Chin solely in the capacity as the representative from and after the Effective Time for the Company Holders as of immediately prior to the Effective Time (and their successors and assigns) in accordance with the terms and conditions of this Agreement (the “SellerRepresentative”). SPAC, Pubco, SPAC Merger Sub, Company Merger Sub, the Company, the SPAC Representative and the Seller Representative, are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.

RECITALS:

WHEREAS, (a) Pubco is a newly-incorporated Delaware company that is owned entirely by one or more managers or officers of the Company, (b) SPAC Merger Sub is a newly-incorporated Delaware corporation that is wholly-owned by Pubco and (c) Company Merger Sub is a newly-formed Delaware limited liability company that is wholly-owned by Pubco;

WHEREAS, at least one (1) Business Day prior to the Effective Time (as defined herein), SPAC shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation pursuant to Part 12 of the Companies Act (As Revised) of the Cayman Islands (the “Cayman Act”) and the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”);

WHEREAS, the Parties desire and intend to effect a business combination transaction whereby (a) following the Conversion, SPAC Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving company (the “SPAC Merger”), and with SPAC Shareholders receiving one share of Pubco Class A Stock for each SPAC Class A Ordinary Share held by such shareholder in accordance with the terms of this Agreement and (b) Company Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Company Merger”, and together with the SPAC Merger, the “Mergers”, and together with the other transactions contemplated by this Agreement and the Ancillary Documents, including the Conversion and the Financing Transactions (as defined herein), the “Transactions”), and with the Company Holders receiving shares of Pubco Stock in exchange for their Company Units in accordance with the terms of this Agreement, and as a result of the Mergers, SPAC and the Company will become wholly owned subsidiaries of Pubco and Pubco will become a publicly traded company, all upon the terms and subject to the conditions set forth in this Agreement and in accordance with applicable Law;

WHEREAS, concurrently with the Closing, the Significant Company Holders shall enter into a Lock-Up Agreement with Pubco and the SPAC Representative substantially in the form set forth on Exhibit A (the “Lock-Up Agreement”), pursuant to which the Significant Company Holders shall agree not to transfer its shares of Pubco Stock for a period ending on the earlier of (i) six (6) months after the Closing and (ii) the expiration of the Founder Share Lock-up Period (as defined below);

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WHEREAS, contemporaneously with the Closing, each of the Company, SPAC, Pubco and the directors and officers of SPAC named therein (the “Insiders”) will execute and deliver an amendment to the Insider Letter Agreement pursuant to which, among other matters, effective as of the Closing, Pubco shall assume and be assigned the rights and obligations of SPAC under the Insider Letter Agreement (the “Insider LetterAmendment”);

WHEREAS, **** contemporaneously with the execution and delivery of this Agreement, Pubco, SPAC and the Sponsor have entered into a Sponsor Support Agreement, a copy of which is attached as Exhibit B (the “Sponsor Support Agreement”), providing that, among other things, the Sponsor (i) will vote its SPAC Ordinary Shares in favor of the adoption and approval of this Agreement and the Transactions, (ii) will take certain actions necessary to consummate the Transactions, (iii) will waive any anti-dilution or similar protection with respect to its Founder Shares, (iv) will not redeem any SPAC Class A Ordinary Shares in connection with the Extraordinary General Meeting and (v) will not transfer its Founder Shares for a period (the “Founder Share Lock-up Period”) ending on the earlier of (A) the first anniversary of the Closing Date, (B) the date upon which the VWAP of Pubco Class A Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period and (C) the date on which Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of Pubco Stock for cash, securities or other property (the “Founder Share Lock-up”);

WHEREAS, contemporaneously with the execution and delivery of this Agreement, Pubco, SPAC, Sponsor and Seller Representative have entered into a letter agreement, a copy of which is attached as Exhibit C (the “Sponsor Letter Agreement”), providing that, among other things, the Sponsor agrees that up to 150,000 Founder Shares (the “Deferred Founder Shares”) will be subject to forfeiture if the Share Price Targets (as defined herein) are not achieved during the Earnout Period (as defined herein); provided, however, that such Deferred Founder Shares will remain subject to the Founder Share Lock-up;

WHEREAS, concurrently with the Closing, Sponsor, SPAC, Pubco and the Company Holders shall enter into an amended and restated registration rights agreement, in a form to be mutually agreed upon between SPAC and the Company (the “Amended and Restated Registration Rights Agreement”), which will amend and restate the Founder Registration Rights Agreement, to, among other matters, have Pubco assume the obligations of SPAC under the Founder Registration Rights Agreement and to provide the Company Holders party thereto with registration rights thereunder covering, among other securities, the shares of Pubco Class A Stock;

WHEREAS, promptly following the date hereof, Pubco intends to enter into an employment agreement with Edward Chin (the “Employment Agreement”), which shall be mutually satisfactory to Pubco, SPAC and Edward Chin, to be effective as of Closing;

WHEREAS, contemporaneously with the execution and delivery of this Agreement, Pubco and YA II PN LTD. (“Yorkville”) have entered into that certain Standby Equity Purchase Agreement (the “SEPA” and together with the other transactions contemplated by the SEPA Documents, the “SEPA Transactions”), a copy of which is attached as Exhibit D, pursuant to which, from the Closing, Pubco may issue to Yorkville up to $400,000,000 of newly issued shares of Pubco Class A Stock;

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WHEREAS, contemporaneously with the execution and delivery of this Agreement, the Preferred Equity Investors (as defined herein) have agreed to make a private investment in the Company by purchasing Company Preferred Units in the aggregate amount equal to the Preferred Equity Investment Gross Cash Proceeds (the “Preferred Equity Investment ” and, together with the SEPA Transactions, the “Initial Financing Transactions”) pursuant to a subscription agreement substantially in the form set forth on Exhibit E for the Preferred Equity Investment (the “Preferred Equity Investment Subscription Agreements”);

WHEREAS, in accordance herewith, within fifteen (15) days following delivery by the Company to Galaxy Digital (“Galaxy”) of the Preferred Equity Investment Gross Cash Proceeds pursuant to the Preferred Equity Investment, the Company shall purchase Bitcoin (the “InitialPurchased Bitcoin”) in an aggregate amount equal to the Initial Preferred Equity Investment Net Proceeds, which Initial Purchased Bitcoin shall be placed in a custodial account with Anchorage serving as the custodian and contributed to Pubco at the Closing (the “BitcoinAcquisition”);

WHEREAS, the board of directors of SPAC (the “SPAC Board”) has: (a) determined that this Agreement and the Ancillary Documents to which SPAC is a party and the Transactions are advisable and in the best interests of SPAC and the SPAC Shareholders; (b) authorized and approved the execution, delivery and performance by SPAC of this Agreement and the Ancillary Documents to which SPAC is a party and the Transactions; (c) approved the Transactions as a Business Combination; and (d) recommended the adoption and approval of this Agreement and the Ancillary Documents to which SPAC is a party and the Transactions by the SPAC Shareholders;

WHEREAS, the manager of each of the Company and Company Merger Sub has (a) determined that this Agreement and the Ancillary Documents to which their respective companies are a party and the Transactions are advisable and in the best interests of their respective companies and members and (b) authorized and approved this Agreement, the Ancillary Documents to which their respective companies are a party and the Transactions, in each case upon the terms and subject to the conditions set forth herein; and

WHEREAS, the respective boards of directors of Pubco and SPAC Merger Sub have each unanimously (a) determined that this Agreement and the Ancillary Documents to which their respective companies are a party and the Transactions are advisable and in the best interests of their respective companies and shareholders and (b) authorized and approved this Agreement, the Ancillary Documents to which their respective companies are a party and the Transactions, in each case upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Parties agree as follows:

Article IDEFINITIONS

1.1          Certain Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:

“Action” means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation, assessment or arbitration, or any request (including any subpoena or request for information), inquiry, hearing, proceeding or investigation, by or before any Person, including any Governmental Authority.

“Add-On Direct Investment” means an investment by the Parataxis Fund in a Korean public company with an intent to acquire control and implement digital asset treasury strategies where the Company or its Affiliates are committed to invest, directly and without any participation by any third-party limited partners and as set forth on Schedule 1.1; provided, that, during the Interim Period, the Company may update Schedule 1.1 from time to time by providing concurrent written notice to SPAC.

“Add-OnInvestment” means either an Add-On Direct Investment or an Add-On LP Investment.

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“Add-On LP Investment” means the investment in Bridge Biotherapeutics, Inc. led by the Company or its Affiliates with participation by third-party limited partners, as publicly announced on June 20, 2025, or any substantially similarly structured investment in a Korean public company with an intent to acquire control and implement digital asset treasury strategies where the Company or its Affiliates are not committed in the aggregate to invest $5,000,000 or more and as set forth on Schedule 1.2; provided, that during the Interim Period, the Company may update Schedule 1.2 from time to time by providing concurrent written notice to SPAC.

“Adjustment Shares” means a number of shares of Pubco Class A Stock equal to (X) the product of (A) (I) the quotient obtained by dividing (i) the Closing Bitcoin Price by (ii) the Signing Bitcoin Price, (II) minus 1, multiplied by (B) the Preferred Equity Investment Gross Cash Proceeds divided by (Y) $10.00; provided, that the amount calculated in (A) of the foregoing shall not be less than zero.

“Advisers Act” means the Investment Advisers Act of 1940, as amended.

“Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such specified Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For the purposes of this definition, the term “control,” when used with respect to any specified Person, means the power to direct or cause the direction of the management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by Contract or otherwise; and the terms “controlling,” “controlled,” or “under common control with” have correlative meanings.

“Ancillary Documents” means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties in connection with or pursuant to this Agreement or the Transactions, including the Sponsor Support Agreement, the Sponsor Letter Agreement, the ROFR Agreement, the Escrow Agreement, the Employment Agreement, the Insider Letter Amendment, the Lock-Up Agreement, the Amended and Restated Registration Rights Agreement, the Preferred Equity Investment Subscription Agreement, the SEPA Documents, the Shared Services Agreement, the Governance Term Sheet, the Policy Relating to Business and Strategic Purpose and the Pubco A&R Organizational Documents.

“Benefit Plans” of any Person means any and all deferred compensation, executive compensation, incentive compensation, equity purchase or other equity-based compensation plan, employment or consulting, severance or termination pay, holiday, vacation or other bonus plan or practice, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement, commitment or arrangement, and each other employee benefit plan, program, agreement or arrangement, including each “employee benefit plan” as such term is defined under Section 3(3) of ERISA, whether or not subject to ERISA, maintained or contributed to or required to be contributed to by a Person for the benefit of any employee or terminated employee of such Person, or with respect to which such Person has any Liability, whether direct or indirect, actual or contingent, whether formal or informal, and whether legally binding or not.

“Business Combination” has the meaning set forth in the SPAC Memorandum and Articles as in effect on the date hereof.

“Business Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York and the Cayman Islands are authorized to close for business or for purposes of the Conversion, any day on which the Delaware Secretary of State is authorized to close for business.

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“Cayman ConversionDocuments” means the documents required to be filed with the Cayman Registrar in order to give effect to the Conversion pursuant to the Cayman Act.

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

“Change of Control” means: (a) any acquisition on any date after the Closing by any Person (that is not an Affiliate of Pubco or any Surviving Subsidiary) of beneficial ownership (as defined in Section 13(d) of the Exchange Act) of the capital stock of Pubco that, with the Pubco capital stock already held by such Person, constitutes more than 50% of the total voting power of the Pubco capital stock; provided, however, that for the avoidance of doubt, for purposes of this subsection, the acquisition of additional Pubco capital stock (other than with respect to an acquisition that results in a Person (that is not an Affiliate of Pubco or any Surviving Subsidiary) owning 100% of the outstanding Pubco capital stock) (i) by any Person who, prior to such acquisition, beneficially owns more than 50% of the total voting power of the Pubco capital stock or (ii) pursuant to a pro rata distribution by Sponsor or its Affiliates to their respective equityholders as of the Closing will not be considered a Change of Control; or (b) any acquisition on any date after the Closing of Pubco by another Person by means of (i) any transaction or series of related transactions (including any reorganization, merger, or consolidation but excluding any merger effected exclusively for the purpose of changing the domicile of Pubco), or (ii) a sale of all or substantially all of the assets of Pubco and its Subsidiaries, if, in case of either clause (i) or clause (ii), the number of shares of Pubco capital stock outstanding immediately following the Closing (as adjusted for any stock split or other recapitalization event) will, immediately after such transaction, series of related transactions or sale, represent less than 50% of the total voting power of the surviving or acquiring entity.

“Class A MergerConsideration Shares” means the aggregate number of shares of Pubco Class A Stock issued as Per Unit Class A Merger Consideration.

“Class C MergerConsideration Shares” means the aggregate number of shares of Pubco Class C Stock issued as Per Unit Class C Merger Consideration.

“Closing BitcoinPrice” means the U.S. dollar price of one Bitcoin as determined by the average of the CME CF Bitcoin Reference Rate - New York Variant for the ten (10)-day period ending on the third (3rd) Business Day prior to the Closing Date, provided that if such price is equal to or greater than $125,000, the Closing Bitcoin Price shall be deemed to be $125,000.

“Code” means the Internal Revenue Code of 1986. Reference to a specific section of the Code shall include such section and any valid treasury regulation promulgated thereunder.

“Common HoldersPro Rata Share” means with respect to each Company Common Holder, a percentage determined by dividing (i) the total number of Company Common Units issued and outstanding immediately prior to the Effective Time held by such Company Common Holder by (ii) the total number of Company Common Units issued and outstanding immediately prior to the Effective Time.

“Company CommonHolders” means the holders of the Company Common Units.

“Company CommonUnits” means the common units of membership of the Company.

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“Company ConfidentialInformation” means all confidential or proprietary documents and information, whether written, oral, electronic, in visual form or in any other media, concerning Pubco, the Merger Subs, the Target Companies or the Company Holders or any of their respective Affiliates or Representatives, furnished in connection with this Agreement or the Transactions; provided, however, that Company Confidential Information shall not include any information which, (a) at the time of disclosure by any Party, any Affiliates thereof or any of their respective Representatives, is generally available publicly and was not disclosed in breach of this Agreement or applicable confidentiality agreement or (b) at the time of the disclosure by any Party, any Affiliates thereof or any of their respective Representatives was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such Company Confidential Information.

“CompanyConvertible Securities” means, collectively, any options, warrants or rights to subscribe for or purchase any membership interests or other equity interests of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any membership interests of the Company.

“Company Expenses” means, as of any determination time, the aggregate amount of all fees, costs, expenses, commissions or other amounts incurred by or on behalf of, and that are due and payable (and not otherwise expressly allocated to SPAC pursuant to the terms of this Agreement or any other Ancillary Document) by, the Target Companies, Pubco, SPAC Merger Sub, the Company Merger Sub or any of their respective Affiliates in connection with the negotiation, preparation or execution of this Agreement or any other Ancillary Document, the performance of their covenants or agreements in this Agreement or any other Ancillary Document or the consummation of the Transactions, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, placement agents or other agents or service providers of the Target Companies, (b) any transaction bonus, change of control, severance or other similar compensatory payment made to any current or former employee, officer, director, or other service provider to a Target Company as a result, in whole or in part, the consummation of the Transactions, plus the employer portion of any associated employment, payroll, or similar Taxes as a result of any such payments, and (c) any other fees, expenses, commissions or other amounts that are expressly allocated to the Target Companies pursuant to this Agreement or any other Ancillary Document. Notwithstanding the foregoing or anything to the contrary herein, Company Expenses shall not include (i) any SPAC Expenses or (ii) any filing fees related to the Registration Statement/Proxy Statement.

“Company FundamentalRepresentations” means the representations and warranties made by the Company pursuant to Section 6.1 (Organizationand Standing), Section 6.2 (Authorization; Binding Agreement), Section 6.3(a) (Capitalization), Section 6.3(b) (Capitalization) and Section 6.19 (Finders and Brokers).

“Company Holders” means the Company Common Holders and Company Preferred Holders.

“Company MergerSub Units” means the membership interest units of Company Merger Sub.

“Company PreferredHolders” means holders of the Company Preferred Units.

“Company PreferredUnits” means the non-voting preferred units of the Company.

“Company Units” means the Company Common Units and the Company Preferred Units.

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

“Contracts” means all legally binding contracts, agreements, arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase orders, licenses (and all other contracts, agreements or binding arrangements concerning Intellectual Property), franchises, leases and other instruments or obligations of any kind, written or oral (including any amendments and other modifications thereto).

“Delaware Act” means the Delaware Limited Liability Company Act, as amended.

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“Delaware ConversionDocuments” means the documents required to be filed with the Delaware Secretary of State to give effect to the Conversion pursuant to the DGCL.

“Earnings” means any dividends or distributions or other income paid or otherwise accruing to the Earnout Shares during the time such Earnout Shares are held in the Escrow Account, as of the relevant date.

“Equity Value” means One Hundred Million Dollars ($100,000,000).

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

“ERISA Affiliate” means, with respect to any Person, any corporation, trade, or business which, together with such Person, is a member of a controlled group of corporations or a group of trades or businesses under common control within the meaning of Sections 414(b) or 414(c) of the Code.

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

“Exchange Ratio” means (i) the Per Unit Price, divided by (ii) $10.00.

“Expenses” means, collectively, the SPAC Expenses and the Company Expenses.

“Founder RegistrationRights Agreement” means the Registration Rights Agreement, dated as of August 15, 2024, by and among SPAC, Sponsor and the other parties thereto.

“Founder Shares” means an aggregate of 5,000,000 SPAC Class B Ordinary Shares which were issued to the Sponsor in a private placement transaction that closed simultaneously with the IPO (including any Sponsor Class A Ordinary Shares issued upon conversion thereof and shares of Pubco Class A Stock issued in exchange thereof in connection with the Transactions).

“Fraud” means any actual and intentional fraud, with elements of scienter and reliance, under the Laws of the State of New York in the making of any representations and warranties contained in this Agreement.

“Fraud Claim” means any Action to the extent based upon Fraud.

“Fully-Diluted CompanyUnits” means the total number of issued and outstanding Company Units, after treating all outstanding in-the-money Company Convertible Securities as fully vested and as if the Company Convertible Security had been exercised, exchanged or converted as of the Effective Time, but excluding any Company Treasury Interest described in Section 2.10(a).

“Fund Documentation” means, with respect to the Parataxis Fund, its memorandum and each supplement thereto, and articles of incorporation, Organizational Document or other constitutional documents, trust documents, agreements pursuant to which investment management or investment advisory services are provided, distribution agreements and side letters between the Parataxis Fund and/or Target Company, on the one hand, and any investor in the Parataxis Fund, on the other hand, in each case, dated on or in effect in the last five years.

“GAAP” means generally accepted accounting principles as in effect in the United States of America.

“Governance TermSheet” means the term sheet relating to the governance of Pubco, a copy of which is attached hereto as Exhibit F.

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“Governmental Authority” means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body with competent jurisdiction.

“IFRS” means international financial reporting standards, as adopted by the International Accounting Standards Board.

“Indebtedness” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money (including the outstanding principal and accrued but unpaid interest), (b) all obligations for the deferred purchase price of property or services or capitalized leases, as determined in accordance with GAAP (other than trade payables incurred in the ordinary course of business), (c) any other indebtedness of such Person that is evidenced by a note, bond, debenture, credit agreement or similar instrument, (d) all obligations of such Person for the reimbursement of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, that has been drawn or claimed against, (e) all obligations of such Person in respect of acceptances issued or created, (f) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (g) all obligations secured by a Lien on any property of such Person, (h) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness of such Person, (i) any severance costs, pension, bonus, deferred compensation, amounts due in respect of cancellation of options and other equity awards, forgivable loans (whether issued or proposed to be issued) or similar obligations (and, in each case, any employer portion of unemployment, social security, payroll or similar Tax payable in connection therewith), and (j) all obligation described in clauses (a) through (i) above of any other Person which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, in no event shall Indebtedness include any SPAC Expenses.

“Initial PreferredEquity Investment Net Proceeds” means the Preferred Equity Investment Gross Cash Proceeds minus the Initial Holdback Amount.

“Initial HoldbackAmount” means $200,000.

“Insider LetterAgreement” means that certain letter agreement, dated August 15, 2024, by and among SPAC, the Sponsor and the Insiders.

“Intellectual Property” means trademarks, service marks, rights in trade names, business names, logos or get-up, goodwill and the right to sue for passing off, patents, supplementary protection certificates, rights in inventions, proprietary processes, formulae, models and methodologies, registered and unregistered design rights, copyrights (including rights in software), database rights, image rights, rights to publicity and rights to personality and privacy, moral rights and rights of attribution and integrity, rights in domain names and URLs and social media presence accounts, and all other similar rights in any part of the world (including in confidential information and trade secrets) and whether registered or not, including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and any rights to apply for and be granted, registrations, renewals, extensions, continuations or restorations of, and rights to claim priority from such registrations.

“InterimInvestment Amount” means an amount equal to the sum of (i) Preferred Equity Investment Gross Cash Proceeds, plus (ii) the cash gross proceeds from any Additional Financing Transactions, in each case, such amounts as actually received by the Target Companies after the date of this Agreement prior to the Closing Date.

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“Investment CompanyAct” means the U.S. Investment Company Act of 1940.

“InvestmentTarget” means an entity or business that is subject to a potential direct or indirect investment by the Parataxis Fund.

“IPO” means the initial public offering of SPAC Public Units, SPAC Class A Ordinary Shares and SPAC Public Warrants pursuant to the IPO Prospectus.

“IPO Prospectus” means the final prospectus of SPAC, dated as of August 15, 2024, and filed with the SEC on August 16, 2024 (File No. 333-280315).

“Key Company Holder” means Edward Chin.

“Knowledge” means, with respect to any Party, the actual knowledge of its directors and executive officers, after reasonable inquiry.

“Law” means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict, decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order or Consent that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“Liabilities” means any and all liabilities, Indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under GAAP, IFRS or other applicable accounting standards), including Tax liabilities due or to become due.

“Lien” means any mortgage, pledge, security interest (including any created by Law), attachment, option, proxy, voting trust, encumbrance, license, covenant not to sue, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (whether on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, or any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar Law.

“Losses” means any and all losses, Actions, Orders, Liabilities, damages, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses).

9

“Material AdverseEffect” means, with respect to any specified Person, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, Liabilities, results of operations, prospects or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole, or (b) the ability of such Person or any of its Subsidiaries to consummate the Transactions contemplated by this Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder; provided, however, with respect to clause (a), any changes or effects directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other, changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may, would or could have occurred a Material Adverse Effect: (i) general changes in the financial or securities markets (including inflation, deflation or changes in interest rates) or general economic or political conditions in, or affecting, the country or region in which such Person or any of its Subsidiaries do business, South Korea or the United States or any other country, or the global economy generally; (ii) changes or effects that generally affect the industries or markets in which such Person or any of its Subsidiaries principally operate; (iii) changes in the price or trading volume of Bitcoin (provided that the underlying cause of any such event, occurrence, change or effect in the price or trading volume may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein); (iv) any proposal, enactment or change in interpretation of, or any other change in, applicable Laws, IFRS, GAAP or other applicable accounting principles or mandatory changes in the regulatory accounting requirements applicable to any industry in which such Person and its Subsidiaries principally operate; (v) conditions caused by acts of God, man made or natural disasters, terrorism, war (whether or not declared), escalation of hostilities, geopolitical conditions, local, national or international political or social conditions or any outbreak or continuation of an epidemic or pandemic or the effects of the actions of any Governmental Authority or Laws or other responses with respect thereto (including the imposition of or changes in international tariffs); (vi) the execution or public announcement of this Agreement or the pendency or consummation of the Transactions; (vii) the taking of any action required by this Agreement or any Ancillary Document; and (viii) any failure in and of itself by such Person and its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (provided that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein); provided, further, however, that any event, occurrence, fact, condition or change referred to in clauses (i) through (v) and (viii) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate and adverse effect on such Person or any of its Subsidiaries compared to similarly situated participants in the industries in which such Person or any of its Subsidiaries primarily conducts its businesses. Notwithstanding the foregoing, with respect to SPAC, the amount of the Redemption or the failure to obtain the Required Shareholder Approval shall not in and of itself be deemed to be a Material Adverse Effect on or with respect to SPAC (provided that the underlying causes of any such Redemption or failure to obtain the Required Shareholder Approval may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein; and provided, further, with respect to the failure to obtain the Required Shareholder Approval, that SPAC has not violated its obligations under this Agreement in connection with obtaining such Required Shareholder Approval).

“Merger Consideration Shares” means either the Class A Merger Consideration Shares or the Class C Merger Consideration Shares, as applicable.

“NYSE” means the New York Stock Exchange.

“Order” means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other action that is or has been made, entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.

“OrganizationalDocuments” means, with respect to any Person, (a) that is a corporation (including an exempted company), its certificate of incorporation and bylaws or memorandum and articles of association, or comparable documents, in each case, as amended and restated from time to time (b) that is a partnership, its certificate of partnership and partnership agreement, or comparable documents, (c) that is a limited liability company, its certificate of formation and limited liability company agreement, or comparable documents, (d) that is a trust, its declaration of trust, or comparable documents and (e) that is any other Person but that is not an individual, its comparable organizational documents.

“Parataxis Fund” means Parataxis Korea Fund I LLC, a Delaware limited liability company.

10

“Parataxis FundContract” means any Contract between the Target Companies and their Subsidiaries, on the one hand, and the Parataxis Fund, on the other hand.

“PCAOB” means the U.S. Public Company Accounting Oversight Board (or any successor thereto).

“PCM” means Parataxis Capital Management LLC.

“PerUnit Class A Merger Consideration” means, (a) with respect to each Company Common Unit held by the Company Common Holders (other than the Key Company Holder) as of immediately prior to the Effective Time, a number of shares of Pubco Class A Stock equal to (i) the Exchange Ratio multiplied by (ii) one Company Common Unit and (b) with respect to each Company Preferred Unit held by the Company Preferred Holders as of immediately prior to the Effective Time, a number of shares of Pubco Class A Stock equal to (i) the Exchange Ratio multiplied by (ii) the product of one Company Preferred Unit multiplied by 1.30.

“PerUnit Class C Merger Consideration” means, with respect to each Company Common Unit held by the Key Company Holder as of immediately prior the Effective Time, a number of shares of Pubco Class C Stock equal to (i) one Company Common Unit multipliedby (ii) the Exchange Ratio.

“PerUnit Earnout Shares” means, with respect to each Company Common Unit held by the Company Common Holders as of immediately prior to the Effective Time, a number Earnout Shares equal to the quotient of (i) the Company Common Holder’s Pro Rata Share of the Earnout Shares divided by (ii) the number of Company Common Units held by such Company Common Holder as of immediately prior to the Effective Time.

“Per Unit Price” means an amount equal to (i) the sum of the Equity Value and the Interim Investment Amount, divided by (ii) the Fully-Diluted Company Units.

“Permits” means all federal, state, local or foreign or other third-party permits, grants, easements, consents, approvals, authorizations, exemptions, licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications or orders of any Governmental Authority.

“Permitted Liens” means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not delinquent or (ii) being contested in good faith and by appropriate proceedings, and adequate reserves have been established with respect thereto, (b) other Liens imposed by operation of Law arising in the ordinary course of business for amounts which are not due and payable and as would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property subject thereto, (c) Liens incurred or deposits made in the ordinary course of business in connection with social security, (d) Liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business, or (e) Liens arising under this Agreement or any Ancillary Document.

“Person” means an individual, corporation, company, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“Personal Property” means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, parts and other tangible personal property.

11

“Policy Relatingto Business and Strategic Purpose” means, the policy setting forth the business and strategic purpose of Pubco, substantially in the form set forth on Exhibit G, to be adopted by Pubco at the Closing.

“PreferredEquity Investment Gross Cash Proceeds” means Thirty One Million Dollars ($31,000,000).

“Preferred EquityInvestors” means those Persons who are participating in the Preferred Equity Investment pursuant to a Preferred Equity Investment Subscription Agreement entered into with Pubco and the Company as of the date of this Agreement.

“Preferred HoldersPro Rata Share” means with respect to each Company Preferred Holder, a percentage determined by dividing (i) the total number of Company Preferred Units issued and outstanding immediately prior to the Effective Time held by such Company Preferred Holder by (ii) the total number of Company Preferred Units issued and outstanding immediately prior to the Effective Time.

“Pro Rata Share” means (a) with respect to each Company Holder (except for the Key Company Holder), a percentage determined by dividing (i) the total number of Company Units issued and outstanding immediately prior to the Effective Time held by such Company Holder by (ii) the Fully-Diluted Company Units and (b) with respect to the Key Company Holder, a percentage determined by dividing (i) the total number of Company Units issued and outstanding immediately prior to the Effective Time held by the Key Company Holder by (ii) the Fully-Diluted Company Units.

“Pubco and MergerSubs Fundamental Representations” means the representations and warranties made by Pubco and Merger Subs pursuant to Section 5.1 (Organization and Standing), Section 5.2 (Authorization; Binding Agreement), Section 5.5 (Capitalization) and Section 5.6 (Finders and Brokers).

“Pubco Class AStock” means the shares of class A common stock, par value $0.0001 per share, of Pubco to be issued at the Closing in connection with the Transactions.

“Pubco Class CStock” means the shares of class C common stock, par value $0.0001 per share, of Pubco to be issued at the Closing in connection with the Transactions.

“Pubco OrganizationalDocuments” means the certificate of incorporation and bylaws of Pubco as of the date of this Agreement, as in effect under the DGCL.

“Pubco PrivateWarrants” means one whole warrant entitling the holder thereof to purchase one (1) share of Pubco Class A Stock at a price of $11.50 per share.

“Pubco Public Warrants” means one whole warrant entitling the holder thereof to purchase one (1) share of Pubco Class A Stock at a price of $11.50 per share.

“Pubco Stock” means the shares of common stock, par value $0.0001 per share, of Pubco; provided, that from and after the Closing, Pubco Stock shall refer to, collectively, the Pubco Class A Stock and the Pubco Class C Stock.

“Pubco Warrants” means the Pubco Public Warrants and Pubco Private Warrants.

“Redemption Amount” means the aggregate amount payable with respect to all Redemptions of the SPAC Class A Ordinary Shares pursuant to and in accordance with the SPAC Memorandum and Articles.

12

“Related Persons” means, as to any Person, the Affiliates of such Person, the Representatives of such Person and such Person’s Affiliates, and the immediate family members of any of the foregoing.

“Representatives” means, as to any Person, the respective managers, directors, officers, employees, independent contractors, consultants, advisors (including financial advisors, counsel and accountants), agents and other legal representatives of such Person.

“ROFR Agreement” means, that certain Right of First Refusal Agreement entered into contemporaneously with the Closing by Pubco, PCM, the Company and the Key Company Holder, a copy of which is attached hereto as Exhibit H.

“SEC” means the U.S. Securities and Exchange Commission (or any successor Governmental Authority).

“Securities Act” means the Securities Act of 1933.

“SEPA Documents” means the SEPA and the SEPA Registration Rights Agreement.

“SEPA RegistrationRights Agreement” means the registration rights agreement, dated as of the date hereof, by and between Pubco and Yorkville.

“Shared ServicesAgreement” means, the Services Agreement by and among PCM, the Company and Pubco, substantially in the form set forth on Exhibit I, which shall be entered into at the Closing, pursuant to which PCM and/or such Affiliates will agree to provide certain services to Pubco.

“Significant CompanyHolders” means the Key Company Holder and those persons set forth on Schedule 1.3.

“Signing BitcoinPrice” means the U.S. dollar price of one Bitcoin as set forth in the Trade Confirmation delivered pursuant to Section 7.24(a).

“SPAC Class AOrdinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of SPAC; provided that from and after the Conversion, SPAC Class A Ordinary Shares shall refer to the shares of Class A common stock, par value $0.0001 per share, of SPAC.

“SPAC Class BOrdinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of SPAC; provided that from and after the Conversion, SPAC Class B Ordinary Shares shall refer to the shares of Class B common stock, par value $0.0001 per share, of SPAC.

“SPAC ConfidentialInformation” means all confidential or proprietary documents and information, whether written, oral, electronic, in visual form or in any other media, concerning SPAC or any of its Subsidiaries; provided, however, that SPAC Confidential Information shall not include any information which, (a) at the time of disclosure by any Party, any Affiliates thereof or any of their respective Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (b) at the time of the disclosure by any Party, any Affiliates thereof or any of their respective Representatives, was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such SPAC Confidential Information.

13

“SPAC Expenses” means the following out-of-pocket fees, costs and expenses paid or payable by or on behalf of SPAC in connection with the preparation, negotiation, execution or performance of this Agreement or any Ancillary Document and the Transactions contemplated hereby and thereby: (a) fees and expenses of counsel, advisors, accountants, brokers, finders, investment bankers and financial advisors to SPAC and (b) the SPAC Loans, in each case as set forth on the SPAC Pre-Closing Statement to be delivered by SPAC to the Company pursuant to Section 3.2.

“SPACFundamental Representations” means the representations and warranties made by SPAC pursuant to Section 4.1 (Organizationand Standing), Section 4.2 (Authorization; Binding Agreement), Section 4.5 (Capitalization), and Section 4.16 (Finders, Brokers, and Advisors).

“SPAC Loans” means the loans made to SPAC by the Sponsor or any of its Affiliates for the purpose of financing costs and expenses incurred in connection with the IPO, a Business Combination or other working capital expenditures of SPAC as described in the SEC Reports.

“SPAC Memorandumand Articles” means the amended and restated memorandum and articles of association of SPAC as of the date of this Agreement, as in effect under the Cayman Act; provided that from and after the Conversion, SPAC Memorandum and Articles shall refer to the Conversion Organizational Documents.

“SPAC Merger SubCommon Stock” means the shares of common stock, par value $0.0001 per share, of SPAC Merger Sub.

“SPAC Ordinary Shares” means the SPAC Class A Ordinary Shares and the SPAC Class B Ordinary Shares.

“SPAC PreferenceShares” means preference shares, par value $0.0001 per share, of SPAC, prior to the Conversion.

“SPAC Private Units” means the units issued in a private placement at the time of the consummation of the IPO, consisting of one SPAC Class A Ordinary Share and one-third (1/3) of one SPAC Private Warrant.

“SPAC Private Warrants” means the whole warrants that were included in each SPAC Private Unit, entitling the holder thereof to purchase one (1) SPAC Class A Ordinary Share at a purchase price of $11.50 per share.

“SPAC Public Units” means the units issued in the IPO (including overallotment units acquired by the SPAC’s underwriter) consisting of one SPAC Class A Ordinary Share and one-third (1/3) of one SPAC Public Warrant.

“SPAC Public Warrants” means the whole warrants that were included in each SPAC Public Unit, entitling the holder thereof to purchase one (1) SPAC Class A Ordinary Share at a purchase price of $11.50 per share.

“SPAC Securities” means the SPAC Units, SPAC Ordinary Shares, SPAC Preference Shares and SPAC Warrants, collectively.

“SPAC Shareholders” means the shareholders of SPAC as of immediately prior to the Effective Time.

“SPAC Units” means the SPAC Public Units and the SPAC Private Units.

“SPAC Warrants” means the SPAC Private Warrants and SPAC Public Warrants, collectively.

14

“Subsidiary” means, with respect to any Person, any other Person of which (a) if a corporation or company, a majority of the total voting power of capital stock or share capital entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, (b) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof or (c) in the case of a limited partnership, limited liability company or similar entity, is a general partner or managing member and has the power to direct the policies, management and affairs of such entity, respectively; provided, however, the Parataxis Fund shall not be deemed to be a Subsidiary of any Target Company. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated a majority of partnership, association or other business entity gains or losses or will be or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person will also include any variable interest entity which is consolidated with such Person under applicable accounting rules. Notwithstanding the foregoing, any Person, assets or business acquired in any Add-On Investment may only be considered a Subsidiary of the Company or any of its Subsidiaries following the consummation of the applicable Add-On Investment.

“SurvivingSubsidiary” means the SPAC Surviving Subsidiary and the Company Surviving Subsidiary.

“Target Company” means each of the Company and its direct and indirect Subsidiaries.

“Tax Return” means any return, declaration, report, claim for refund, information return or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of any Taxes or the administration of any Laws or administrative requirements relating to any Taxes.

“Taxes” means (a) all direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, value-added, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, social security and related contributions due in relation to the payment of compensation to employees, excise, severance, stamp, occupation, premium, property, windfall profits, tariffs, alternative minimum, estimated, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, (b) any Liability for payment of amounts described in clause (a) whether as a result of being a member of an affiliated, consolidated, combined or unitary group for any period or otherwise through operation of law and (c) any Liability for the payment of amounts described in clauses (a) or (b) as a result of any tax sharing, tax group, tax indemnity or tax allocation agreement with, or any other express or implied agreement to indemnify, any other Person.

“Trading Day” means any day on which shares of Pubco Class A Stock are actually traded on Trading Market.

“Trading Market” means from and after the Closing, at any particular time of determination, the principal United States securities exchange or securities market on which the shares of Pubco Class A Stock are then traded.

“Trust Account” means the trust account established by SPAC with the proceeds from the IPO pursuant to the Trust Agreement in accordance with the IPO Prospectus.

“Trust Agreement” means that certain Investment Management Trust Agreement, dated as of August 15, 2024, by and between SPAC and the Trustee, as it may be amended.

15

“Trustee” means Continental Stock Transfer & Trust Company, in its capacity as trustee under the Trust Agreement.

“VWAP” means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value as determined reasonably and in good faith by a majority of the disinterested independent directors of the board of directors (or equivalent governing body) of the applicable issuer. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, consolidation, recapitalization or other similar transaction during such period.

“Willful Breach” means a material breach 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 failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement.

1.2          Section References. The following capitalized terms, as used in this Agreement, have the respective meanings given to them in the Section as set forth below adjacent to such terms:

Acquisition Proposal	7.6(a)	Cayman Registrar	1.1
Action	1.1	CFO	2.13(d)
Additional Financing Agreements	7.21(a)	Change of Control	1.1
Additional Financing Transactions	7.21(a)	Class A Merger Consideration Shares	1.1
Add-On Direct Investment	1.1	Class C Merger Consideration Shares	1.1
Add-On Investment	1.1	Closing	3.1
Add-On LP Investment	1.1	Closing Bitcoin Price	1.1
Adjustment Shares	1.1	Closing Date	3.1
Advisers Act	1.1	Closing Filing	7.12(b)
Affiliate	1.1	Closing Press Release	7.12(b)
Agreement	Preamble	Code	1.1
Alternative Transaction	7.6(a)	Common Holders Pro Rata Share	1.1
Amended and Restated Public Warrant Agreement	7.23	Company	Preamble
Amended and Restated Registration Rights Agreement	Recitals	Company Certificate of Merger	2.3
Ancillary Documents	1.1	Company Certificates	2.12(c)
Antitrust Laws	7.9(b)	Company Common Holders	1.1
Audit Delivery Date	7.4	Company Common Units	1.1
Benefit Plans	1.1	Company Confidential Information	1.1
Bitcoin Acquisition	Recitals	Company Convertible Securities	1.1
Business Combination	1.1	Company Disclosure Schedules	Article VI
Business Day	1.1	Company Expenses	1.1
Cayman Act	Recitals	Company Fundamental Representations	1.1
Cayman Conversion Documents	1.1	Company Holders	1.1
		Company Material Contract	6.24(a)

16

Company<br> Merger	Recitals	Governance<br> Term Sheet	1.1
Company Merger Sub	Preamble	Governmental Authority	1.1
Company Merger Sub Units	1.1	IFRS	1.1
Company Preferred Holders	1.1	Incentive Plan	7.11(a)
Company Preferred Units	1.1	Indebtedness	1.1
Company Surviving Subsidiary	2.2	Initial Financing Transactions	Recitals
Company Units	1.1	Initial Holdback Amount	1.1
Consent	1.1	Initial Preferred Equity<br> Investment Net Proceeds	1.1
Contracts	1.1	Initial Purchased Bitcoin	Recitals
Conversion	2.7	Insider Letter Agreement	1.1
Conversion Organizational<br> Documents	2.7	Insider Letter Amendment	Recitals
Custodian	7.24(a)	Insiders	Recitals
D&O Indemnified<br> Persons	7.15(a)	Intellectual Property	1.1
D&O Tail Insurance	7.15(b)	Intended Tax Treatment	2.14
Deferred Founder Shares	Recitals	Interim Investment Amount	1.1
Delaware Act	1.1	Interim Period	7.1(a)
Delaware Conversion<br> Documents	1.1	Investment Company Act	1.1
Delaware Secretary of<br> State	2.3	Investment Target	1.1
DGCL	Recitals	IPO	1.1
Disinterested Independent<br> Director	2.13(d)	IPO Prospectus	1.1
Dollars	1.3(b)	Key Company Holder	1.1
Earnings	1.1	Knowledge	1.1
Earnout Period	2.13(a)	Law	1.1
Earnout Shares	2.13(a)	Letter of Transmittal	2.12(b)
Earnout Statement	2.13(d)	Liabilities	1.1
Effective Time	2.3	Lien	1.1
EGS	11.16(a)	Lock-Up Agreement	Recitals
Employment Agreement	Recitals	Losses	1.1
Enforceability Exceptions	4.2	Lost Certificate Affidavit	2.12(j)
Equity Value	1.1	Material Adverse Effect	1.1
ERISA	1.1	Merger Consideration<br> Shares	1.1
ERISA Affiliate	1.1	Mergers	Recitals
Escrow Account	2.13(a)	Modification in Recommendation	7.11(d)
Escrow Agent	2.13(a)	Non-Recourse Parties	11.17
Escrow Agreement	2.13(a)	NTA Amendment	7.11(a)
Exchange Act	1.1	NYSE	1.1
Exchange Agent	2.12(a)	OFAC	4.16(c)
Exchange Ratio	1.1	Order	1.1
Expenses	1.1	Organizational Documents	1.1
Extraordinary General<br> Meeting	7.11(a)	Outside Date	9.1(b)
Federal Securities Laws	7.7	Parataxis Fund	1.1
Financing Agreements	7.21(a)	Parataxis Fund Contract	1.1
Founder Registration<br> Rights Agreement	1.1	Parties	Preamble
Founder Share Lock-up<br> Period	Recitals, Recitals	Party	Preamble
Founder Shares	1.1	Paul Hastings	11.16(b)
Fraud	1.1	PCAOB	1.1
Fraud Claim	1.1	PCM	1.1
Fully-Diluted Company<br> Units	1.1	Per Unit Class A Merger<br> Consideration	1.1
Fund Documentation	1.1	Per Unit Class C Merger<br> Consideration	1.1
GAAP	1.1	Per Unit Earnout Shares	1.1
Galaxy	Recitals

17

Per Unit Price	1.1	SPAC Certificate of Merger	2.3
Permits	1.1	SPAC Certificates	2.12(c)
Permitted Liens	1.1	SPAC Class A Ordinary Shares	1.1
Person	1.1	SPAC Class B Ordinary Shares	1.1
Personal Property	1.1	SPAC Confidential Information	1.1
Policy Relating to Business and Strategic Purpose	1.1	SPAC Director	7.14(a)
Post-Closing Pubco Board	7.14(a)	SPAC Disclosure Schedules	Article IV
Preferred Equity Investment	Recitals	SPAC Expenses	1.1
Preferred Equity Investment Subscription Agreements	Recitals	SPAC Financials	4.6(d)
Preferred Equity Investment Gross Cash Proceeds	1.1	SPAC Fundamental Representations	1.1
Preferred Equity Investors	1.1	SPAC Loans	1.1
Preferred Holders Pro Rata Share	1.1	SPAC Material Contract	4.13(a)
Pro Rata Share	1.1	SPAC Memorandum and Articles	1.1
Proxy Statement	7.11(a)	SPAC Merger	Recitals
Pubco	Preamble	SPAC Merger Sub	Preamble
Pubco A&R Organizational Documents	7.18	SPAC Merger Sub Common Stock	1.1
Pubco and Merger Subs Fundamental Representations	1.1	SPAC Ordinary Shares	1.1
Pubco Class A Stock	1.1	SPAC Pre-Closing Statement	3.2
Pubco Class C Stock	1.1	SPAC Preference Shares	1.1
Pubco Disclosure Schedules	Article V	SPAC Private Units	1.1
Pubco Organizational Documents	1.1	SPAC Private Warrants	1.1
Pubco Private Warrants	1.1	SPAC Public Units	1.1
Pubco Public Warrants	1.1	SPAC Public Warrants	1.1
Pubco Stock	1.1	SPAC Representative	Preamble
Pubco Warrants	1.1	SPAC Representative Documents	11.14(a)
Public Shareholders	10.1	SPAC Securities	1.1
Qualifying Change of Control	2.13(c)	SPAC Shareholder Approval Matters	7.11(a)
Redemption	7.11(a)	SPAC Shareholders	1.1
Redemption Amount	1.1	SPAC Surviving Subsidiary	2.1
Registration Statement	7.11(a)	SPAC Units	1.1
Regulatory Approvals	8.1(d)	SPAC Warrants	1.1
Related Persons	1.1	Specified Courts	11.6
Released Claims	10.1	Sponsor	Preamble
Releasing Persons	10.2	Sponsor Class A Ordinary Shares	2.9(b)(i)
Representative Party	2.13(d)	Sponsor Letter Agreement	Recitals
Representatives	1.1	Sponsor Support Agreement	Recitals
Required Financial Statements	7.4	Subsidiary	1.1
Required Shareholder Approval	8.1(a)	Surviving Subsidiary	1.1
ROFR Agreement	1.1	Target Company	1.1
SEC	1.1	Tax Return	1.1
SEC Approval Date	7.11(d)	Taxes	1.1
SEC Reports	4.6(a)	Tier I Share Price Target	2.13(b)(i)
Securities Act	1.1	Tier II Share Price Target	2.13(b)(ii)
Seller Representative	Preamble	Trade Confirmation	7.24(a)
Seller Representative Documents	11.15(a)	Trading Day	1.1
SEPA	Recitals	Trading Market	1.1
SEPA Documents	1.1	Transaction Financing	7.21(a)
SEPA Registration Rights Agreement	1.1	Transactions	Recitals
SEPA Transactions	Recitals	Transfer Taxes	7.22
Share Price Target	2.13(b)(ii)	Transmittal Documents	2.12(f)
Shared Services Agreement	1.1	Triggering Event	2.13(c)
Significant Company Holders	1.1	Trust Account	1.1
Signing Bitcoin Price	1.1	Trust Agreement	1.1
Signing Filing	7.12(b)	Trustee	1.1
Signing Press Release	7.12(b)	VWAP	1.1
SPAC	Preamble	Willful Breach	1.1
SPAC Board	Recitals	Yorkville	Recitals

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1.3           Interpretation.

(a)           The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement.

(b)           In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and words in the singular, including any defined terms, include the plural and vice versa; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (iii) any accounting term used and not otherwise defined in this Agreement or any Ancillary Document has the meaning assigned to such term in accordance with GAAP or IFRS, as applicable, based on the accounting principles used by the applicable Person; (iv) “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”; (v) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (vi) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”; (vii) the term “or” means “and/or” unless clearly indicated otherwise, including, by use of “either”; (viii) any reference to the term “ordinary course” or “ordinary course of business” shall be deemed in each case to be followed by the words “consistent with past practice”; (ix) any agreement, instrument, insurance policy, Law defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, insurance policy, Law as from time to time amended, modified or supplemented as of the applicable date or during the applicable period of time, including (in the case of agreements or instruments) by waiver or consent (and in the case of agreements or instruments, in accordance with the term of the agreement or instrument, and in the case of any Ancillary Document, in accordance with the terms of this Agreement) and (in the case of statutes, regulations, rules or orders) by succession of comparable successor statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated therein; (x) unless the context of this Agreement otherwise requires, references to statutes shall include all rules and regulations promulgated thereunder; (xi) except as otherwise indicated, all references in this Agreement to the words “Section,” “Article”, “Schedule”, “Annex” and “Exhibit” are intended to refer to Sections, Articles, Schedules, Annexes and Exhibits to this Agreement; and (xii) the term “Dollars” or “$” means United States dollars.

(c)           Any reference in this Agreement to a Person’s directors shall include any member of such Person’s governing body and any reference in this Agreement to a Person’s officers shall include any Person filling a substantially similar position for such Person.

(d)           Any reference in this Agreement or any Ancillary Document to a Person’s shareholders or stockholders shall include any applicable owners of the equity interests of such Person, in whatever form.

(e)           The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

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(f)           The Company Disclosure Schedules, the Pubco Disclosure Schedules and the SPAC Disclosure Schedules (including, in each case, any section thereof) referenced herein are a part of this Agreement as if fully set forth herein. All references herein to the Company Disclosure Schedules, the Pubco Disclosure Schedules or the SPAC Disclosure Schedules (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 Company Disclosure Schedules, the Pubco Disclosure Schedules or the SPAC Disclosure Schedules, as applicable, or any section thereof, with reference to any section of this Agreement or section of the Company Disclosure Schedules, the Pubco Disclosure Schedules or the SPAC Disclosure Schedules, as applicable, shall be deemed to be a disclosure with respect to such other applicable sections of this Agreement or sections of the Company Disclosure Schedules, the Pubco Disclosure Schedules or the SPAC Disclosure Schedules, as applicable, if 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 Company Disclosure Schedules, the Pubco Disclosure Schedules or the SPAC Disclosure Schedules, as applicable. Certain information set forth in the Company Disclosure Schedules, the Pubco Disclosure Schedules or the SPAC Disclosure Schedules, as applicable, is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. Unless expressly contemplated by this Agreement, the disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality.

Article IIMERGERS

2.1           SPAC Merger. At the Effective Time, and subject to and upon the terms and conditions of this Agreement, and in accordance with the applicable provisions of the DGCL, SPAC and SPAC Merger Sub shall consummate the SPAC Merger, pursuant to which SPAC Merger Sub shall be merged with and into SPAC, following which the separate corporate existence of SPAC Merger Sub shall cease and SPAC shall continue as the surviving company. SPAC, as the surviving company after the SPAC Merger, is hereinafter sometimes referred to as the “SPAC Surviving Subsidiary” (provided, that references to SPAC for periods after the Effective Time shall include the SPAC Surviving Subsidiary). The SPAC Merger shall have the effects specified in the DGCL.

2.2           Company Merger. At the Effective Time, and subject to and upon the terms and conditions of this Agreement, and in accordance with the applicable provisions of the Delaware Act, the Company and Company Merger Sub shall consummate the Company Merger, pursuant to which Company Merger Sub shall be merged with and into the Company, following which the separate corporate existence of Company Merger Sub shall cease and the Company shall continue as the surviving limited liability company. The Company, as the surviving limited liability company after the Company Merger, is hereinafter sometimes referred to as the “Company Surviving Subsidiary” (provided, that references to the Company for periods after the Effective Time shall include the Company Surviving Subsidiary). The Company Merger shall have the effects specified in the Delaware Act.

2.3           Effective Time. On the Closing Date, (a) with respect to the SPAC Merger, SPAC Merger Sub, SPAC and Pubco shall file a certificate of merger (the “SPAC Certificate of Merger”) with the Secretary of State of the State of Delaware (the “DelawareSecretary of State”) in accordance with the DGCL, and (b) with respect to the Company Merger, Company Merger Sub, the Company and Pubco shall file a certificate of merger (the “Company Certificate of Merger”) with the Delaware Secretary of State in accordance with the Delaware Act. The SPAC Merger and the Company Merger shall each become effective at the time on the Closing Date when the SPAC Certificate of Merger and the Company Certificate of Merger, respectively, have been duly accepted for filing by the Delaware Secretary of State in accordance with the DGCL and the Delaware Act, respectively (or such other time as specified in the SPAC Certificate of Merger and the Company Certificate of Merger, as applicable) (such time, the “Effective Time”).

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2.4           Effect of the Mergers.

(a)           At the Effective Time, the effect of the SPAC Merger shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of SPAC Merger Sub and SPAC shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the SPAC Surviving Subsidiary (including all rights and obligations with respect to the Trust Account), which shall include the assumption by the SPAC Surviving Subsidiary of any and all agreements, covenants, duties and obligations of SPAC Merger Sub and SPAC set forth in this Agreement to be performed after the Effective Time, and the SPAC Surviving Subsidiary shall continue its existence as a wholly-owned Subsidiary of Pubco.

(b)           At the Effective Time, the effect of the Company Merger shall be as provided in this Agreement and the applicable provisions of the Delaware Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of Company Merger Sub and the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the Company Surviving Subsidiary which shall include the assumption by the Company Surviving Subsidiary of any and all agreements, covenants, duties and obligations of Company Merger Sub and the Company set forth in this Agreement to be performed after the Effective Time, and the Company Surviving Subsidiary shall continue its existence as a wholly-owned Subsidiary of Pubco.

2.5           Organizational Documents.

(a)           At the Effective Time, the certificate of incorporation and bylaws of the SPAC in effect immediately prior to the Effective Time shall be amended and restated in their entirety to be substantially in the form of the certificate of incorporation and bylaws of SPAC Merger Sub as in effect immediately prior to the Effective Time, and, as so amended and restated, shall be the certificate of incorporation and bylaws of the SPAC Surviving Corporation until thereafter supplemented or amended in accordance with the applicable provisions of the DGCL; provided, that at the Effective Time, (i) references therein to the name of the SPAC Surviving Subsidiary shall be amended to be such name as determined by the Company and Pubco and (ii) references therein to the authorized share capital of SPAC Merger Sub shall be amended to refer to the authorized share capital of the SPAC Surviving Subsidiary.

(b)           At the Effective Time, the certificate of formation and the limited liability company agreement of the Company in effect immediately prior to the Effective Time shall be amended and restated in their entirety to be substantially in the form of the certificate of formation and limited liability company agreement of the Company Merger Sub as in effect immediately prior to the Effective Time, and, as so amended and restated, shall be the certificate of formation and the limited liability company agreement of the Company Surviving Subsidiary until thereafter supplemented or amended in accordance with the applicable provisions of the Delaware Act; provided, that at the Effective Time, (i) references therein to the name of the Company Surviving Subsidiary shall be amended to be such name as reasonably determined by the Company and Pubco and (ii) references therein to the authorized share capital of the Company Merger Sub shall be amended to refer to the authorized share capital of the Company Surviving Subsidiary.

2.6           Directors and Officers of the Surviving Subsidiaries.

(a)           At the Effective Time, the board of directors and officers of the SPAC Surviving Subsidiary shall be the same as the board of directors and officers of Pubco, after giving effect to Section 7.14 or as otherwise determined by the Company.

(b)           At the Effective Time, the managers and officers of the Company Surviving Subsidiary shall be determined by the Company and Pubco.

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2.7           Conversion of SPAC. At least one (1) Business Day prior to the Effective Time, SPAC shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation pursuant to Part 12 of the Cayman Act, the SPAC Memorandum and Articles and the applicable provisions of the DGCL (the “Conversion”), and subject to (i) obtaining the approval of the holders of the SPAC Class B Ordinary Shares in accordance with the SPAC Memorandum and Articles and (ii) SPAC duly filing (1) the Cayman Conversion Documents with the Cayman Registrar and (2) the Delaware Conversion Documents with the Delaware Secretary of State, SPAC shall adopt new Organizational Documents in the State of Delaware in a form to be mutually agreed by SPAC and the Company (the “Conversion Organizational Documents”) upon the Conversion becoming effective. In connection with the Conversion, all of the issued and outstanding SPAC Ordinary Shares shall remain outstanding and become substantially identical shares of common stock of SPAC as a Delaware corporation. Prior to the Conversion, the holders of SPAC Class B Ordinary Shares, shall approve the Conversion and the adoption and approval of the Conversion Organizational Documents by a special resolution in accordance with the Cayman Act and the SPAC Memorandum and Articles. In connection with the Conversion, all of the issued and outstanding SPAC Securities shall remain outstanding and become substantially identical securities of SPAC as a Delaware corporation.

2.8           Company Merger Consideration; Effect of the Company Merger on Company Units.

(a)           Each Company Common Unit issued and outstanding immediately prior to the Effective Time (other than the Company Common Units held by the Key Company Holder), will at the Effective Time, by virtue of the Company Merger and without any action on the part of the holder thereof, be converted into the right to receive, subject to Section 2.12, (i) the Per Unit Class A Merger Consideration, plus (ii) the Per Unit Earnout Shares payable in respect of such Company Common Unit pursuant to Section 2.13, if any, and each Company Common Unit shall no longer be outstanding and shall automatically be cancelled and cease to exist.

(b)           Each Company Preferred Unit issued and outstanding immediately prior to the Effective Time, will at the Effective Time, by virtue of the Company Merger and without any action on the part of the holder thereof, be converted into the right to receive, subject to Section 2.12, (i) the Per Unit Class A Merger Consideration, plus (ii) the Preferred Holder Pro Rata Share of any Adjustment Shares, and each Company Preferred Unit shall no longer be outstanding and shall automatically be cancelled and cease to exist.

(c)           Each Company Common Unit issued and outstanding immediately prior to the Effective Time held by the Key Company Holder, will at the Effective Time, by virtue of the Company Merger and without any action on the part of the holder thereof, be converted into the right to receive, subject to Section 2.12, (i) the Per Unit Class C Merger Consideration, plus (ii) the Per Unit Earnout Shares payable in respect of such Company Unit pursuant to Section 2.13, if any, and each Company Common Unit shall no longer be outstanding and shall automatically be cancelled and cease to exist.

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2.9           SPAC Merger Consideration; Effect of SPAC Merger on SPAC Securities. At the Effective Time, by virtue of the SPAC Merger and without any action on the part of any Party or the holders of securities of SPAC, Pubco or SPAC Merger Sub:

(a)           SPAC Units.

(i)           At the Effective Time, each issued and outstanding SPAC Public Unit shall be automatically detached and the holder thereof shall be deemed to hold one SPAC Class A Ordinary Share and one-third (1/3) of one SPAC Public Warrant in accordance with the terms of the applicable SPAC Public Unit, which underlying SPAC Securities shall be converted in accordance with the applicable terms of this Section 2.9.

(ii)           At the Effective Time, each issued and outstanding SPAC Private Unit shall be automatically detached and the holder thereof shall be deemed to hold one SPAC Class A Ordinary Share and one-third (1/3) of one SPAC Private Warrant in accordance with the terms of the applicable SPAC Private Unit, which underlying SPAC Securities shall be converted in accordance with the applicable terms of this Section 2.9.

(b)           SPAC Ordinary Shares.

(i)           SPAC Class B Ordinary Shares. Immediately prior to the Effective Time, each issued and outstanding SPAC Class B Ordinary Share (other than those described in Section 2.9(c)) shall be converted automatically into one SPAC Class A Ordinary Share in accordance with the SPAC Memorandum and Articles and the terms of the Sponsor Support Agreement, following which, all SPAC Class B Ordinary Shares shall cease to be outstanding and shall automatically be canceled and shall cease to exist. Any and all SPAC Class A Ordinary Shares received by the holders of SPAC Class B Ordinary Shares shall be referred to as the “Sponsor Class AOrdinary Shares”. The holders of certificates previously evidencing SPAC Class B Ordinary Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as provided herein or by Law. Each certificate previously evidencing SPAC Class B Ordinary Shares shall be exchanged for a certificate (if requested) representing the number of SPAC Class A Ordinary Shares determined in accordance with this Section 2.9(b)(i) upon the surrender of such certificate in accordance with Section 2.12. Each certificate formerly representing SPAC Class B Ordinary Shares (other those described in Section 2.9(c)) shall thereafter represent only the right to receive the number of SPAC Class A Ordinary Shares determined in accordance with this Section 2.9(b)(i) and the Sponsor Support Agreement.

(ii)           SPAC Class A Ordinary Shares. At the Effective Time, each issued and outstanding SPAC Class A Ordinary Share (including each Sponsor Class A Ordinary Share but excluding those described in Section 2.9(b)(iv) and Section 2.9(c)) shall be converted automatically into one share of Pubco Class A Stock, following which, all SPAC Class A Ordinary Shares shall cease to be outstanding and shall automatically be canceled and shall cease to exist. The holders of certificates previously evidencing SPAC Class A Ordinary Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as provided herein or by Law. Each certificate previously evidencing SPAC Class A Ordinary Shares shall be exchanged for a certificate (if requested) representing the same number of shares of Pubco Class A Stock upon the surrender of such certificate in accordance with Section 2.12. Each certificate formerly representing SPAC Class A Ordinary Shares (other those described in Section 2.9(c)) shall thereafter represent only the right to receive the same number of shares of Pubco Class A Stock.

(iii)           SPAC Warrants. At the Effective Time, each issued and outstanding SPAC Public Warrant shall be converted into one Pubco Public Warrant and each issued and outstanding SPAC Private Warrant shall be converted into one Pubco Private Warrant. At the Effective Time, the SPAC Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Pubco Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Public Warrants, and each of the Pubco Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Private Warrants, except that in each case they shall represent the right to acquire shares of Pubco Class A Stock in lieu of SPAC Class A Ordinary Shares. At or prior to the Effective Time, Pubco shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Pubco Public Warrants or Pubco Private Warrants remain outstanding, a sufficient number of shares of Pubco Class A Stock for delivery upon the exercise of such Pubco Public Warrants or Pubco Private Warrants, as applicable.

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(iv)           Redeeming Shares. At the Effective Time, each issued and outstanding SPAC Class A Ordinary Share in respect to which the holder thereof has validly exercised redemption rights pursuant to and in accordance with the SPAC Memorandum and Articles (and not waived, withdrawn or otherwise lost such rights), shall automatically be canceled and shall cease to exist and shall thereafter represent only the right to receive a pro rata share of the Redemption Amount in accordance with the SPAC Memorandum and Articles.

(c)           Treasury Shares. Notwithstanding Section 2.9(b) or any other provision of this Agreement to the contrary, at the Effective Time, if there are any SPAC Ordinary Shares that are owned by the SPAC as treasury shares immediately prior to the Effective Time, such SPAC Ordinary Shares shall be automatically canceled and shall cease to exist without any conversion thereof or payment therefor.

(d)           No Liability. Notwithstanding anything to the contrary in this Section 2.9, none of the SPAC Surviving Subsidiary, Pubco or any other Party shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(e)           SPAC Merger Sub Shares. At the Effective Time, each share of SPAC Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into a share of common stock of the SPAC Surviving Subsidiary, with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding share capital of the SPAC Surviving Subsidiary.

2.10           Effect of Company Merger on Company Treasury Interests; Company Merger Sub. At the Effective Time, by virtue of the Company Merger and without any action on the part of any Party or the holders of securities of any Party:

(a)           Company Treasury Interests. Notwithstanding any provision of this Agreement to the contrary, at the Effective Time, if there are any Company Units that are owned by the Company in treasury or any Company Units owned by any direct or indirect Subsidiary of the Company immediately prior to the Effective Time, such Company Units shall be canceled and shall cease to exist without any conversion thereof or payment therefor.

(b)           Company Merger Sub Interests. At the Effective Time, each issued and outstanding Company Merger Sub Unit shall be converted into a membership interest of the Company Surviving Subsidiary, with the same rights, powers and privileges as the units so converted and shall constitute the only outstanding equity interests of the Company Surviving Subsidiary.

(c)           No Liability. Notwithstanding anything to the contrary in Section 2.8 or this Section 2.10, none of the Company Surviving Subsidiary, Pubco or any other Party shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law.

2.11           Effect of Mergers on Outstanding Securities of Pubco. At the Effective Time, by virtue of the Mergers and without any action on the part of any Party or the holders of securities of any Party, all of the shares of Pubco Stock issued and outstanding immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof or payment therefor.

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2.12           Exchange Procedures.

(a)           Prior to the Effective Time, Pubco shall appoint SPAC’s transfer agent, Continental Stock Transfer and Trust Company, or another agent reasonably acceptable to the Company (the “Exchange Agent”), as its agent for the purpose of exchanging the SPAC Certificates and Company Certificates for shares of Pubco Stock.

(b)           As soon as reasonably practicable after the SEC Approval Date, the Company will, or will cause the Exchange Agent to, deliver to each Company Holder a letter of transmittal (and any instructions relate thereto) in form and substance reasonably acceptable to SPAC and the Company (the “Letter of Transmittal”) to be completed and executed by such Person. The Letter of Transmittal will contain, among other things, customary representations of each Company Holder, including due authority, valid ownership, title and interest, absence of encumbrances, a general release and waiver for any pre-Closing claims and ability to engage in the Transactions.

(c)           At the Effective Time, (i) the holders of SPAC Ordinary Shares will surrender their share certificates or other instruments representing the SPAC Ordinary Shares (collectively, the “SPAC Certificates”) and (ii) the holders of Company Units will surrender their unit certificates or other instruments representing the Company Units and written acknowledgement of the termination of their rights to such Company Units (collectively, the “Company Certificates”), if any, or in the case of a lost, stolen or destroyed SPAC Certificate or Company Certificate, upon delivery of a Lost Certificate Affidavit (and indemnity, if required) in the manner provided in Section 2.12(j), to Pubco for cancellation together with any related documentation reasonably requested by Pubco in connection therewith.

(d)           Certificates representing the shares of Pubco Stock shall be issued to the holders of Company Units and SPAC Class A Ordinary Shares (including Sponsor Class A Ordinary Shares) upon surrender of the Company Certificates and SPAC Certificates as provided for herein or otherwise agreed by the Parties. Upon surrender of the Company Certificates and SPAC Certificates (or in the case of a lost, stolen or destroyed Company Certificate or SPAC Certificate, upon delivery of a Lost Certificate Affidavit (and indemnity, if required) in the manner provided in Section 2.12(j)) for cancellation to Pubco or the Exchange Agent, Pubco shall issue, or cause to be issued, to each holder of the Company Certificates and SPAC Certificates such certificates representing the number of shares of Pubco Stock for which their Company Units and SPAC Class A Ordinary Shares, respectively, are exchangeable at the Effective Time and any dividends or distributions payable pursuant to Section 2.12(i), and the Company Certificates and the SPAC Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Company Certificates will be deemed, from and after the Effective Time, to evidence only the right to receive the applicable portion of the Merger Consideration Shares pursuant to this Article II.

(e)           If certificates representing shares of Pubco Stock are to be issued in a name other than that in which the Company Certificates or SPAC Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Company Certificates or SPAC Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the Persons requesting such exchange will have paid to Pubco or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Pubco Stock in any name other than that of the registered holder of the Company Certificates or SPAC Certificates surrendered, or established to the satisfaction of Pubco or any agent designated by it that such tax has been paid or is not payable.

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(f)           Each Company Common Holder, including the Key Company Holder, as applicable, shall be entitled to receive in respect of each Company Common Unit the Per Unit Class A Merger Consideration or Per Unit Class C Merger Consideration, as applicable, pursuant to Section 2.8(a) and Section 2.8(c), as soon as reasonably practicable after the Effective Time, but subject to the delivery to the Exchange Agent of the following items (collectively, the “Transmittal Documents”): (i) a properly completed and duly executed Letter of Transmittal, (ii) if applicable, the Company Certificate(s) for its Company Common Units (or a Lost Certificate Affidavit), (iii) a spousal consent duly executed by the spouse of such Company Common Holder, (iv) in the case of the Significant Company Holders, a duly executed counterpart to a Lock-Up Agreement and (v) such other documents as may be reasonably requested by the Exchange Agent or Pubco. Until so surrendered, each Company Certificate shall represent after the Effective Time for all purposes only the right to receive such portion of the Merger Consideration Shares attributable to such Company Certificate.

(g)           Each Company Preferred Holder shall be entitled to receive in respect of each Company Preferred Unit the Per Unit Class A Merger Consideration pursuant to Section 2.8(b), as soon as reasonably practicable after the Effective Time, but subject to the delivery to the Exchange Agent of the Transmittal Documents. Until so surrendered, each Company Certificate shall represent after the Effective Time for all purposes only the right to receive such portion of the Merger Consideration Shares attributable to such Company Certificate.

(h)           Notwithstanding anything to the contrary contained herein, no fraction of a share of Pubco Stock will be issued by Pubco by virtue of this Agreement or the Transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction of a share of Pubco Stock (after aggregating all fractional shares of Pubco Stock that otherwise would be received by such holder) shall instead have the number of shares of Pubco Stock issued to such Person rounded down in the aggregate to the nearest whole share of Pubco Stock.

(i)           No dividends or other distributions declared or made after the date of this Agreement with respect to shares of Pubco Stock with a record date after the Effective Time will be paid to the holders of any Company Certificates or SPAC Certificates that have not yet been surrendered with respect to the shares of Pubco Stock to be issued upon surrender thereof until the holders of record of such Company Certificates or SPAC Certificates shall surrender such certificates. Subject to applicable Law, following surrender of any such Company Certificates or SPAC Certificates, Pubco shall promptly deliver to the record holders thereof, without interest, the certificates representing the shares of Pubco Stock issued in exchange therefor and the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Pubco Stock.

(j)           In the event any Company Certificate or SPAC Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact (a “Lost Certificate Affidavit”) by the Person claiming such Company Certificate or SPAC Certificate to be lost, stolen or destroyed and, if required by Pubco, the posting by such Person of a bond in customary amount and upon such terms as may be reasonably required by Pubco as indemnity against any claim that may be made against it with respect to such Company Certificate or SPAC Certificate, Pubco will issue or cause to be issued the number of shares of Pubco Stock for which such lost, stolen or destroyed Company Certificates or SPAC Certificates are exchangeable at the Effective Time and any dividends or distributions payable pursuant to Section 2.12(i).

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2.13           Earnout and Escrow.

(a)           At or prior to the Closing, the Seller Representative, the SPAC Representative and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to SPAC and the Company), as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to SPAC and the Company (the “Escrow Agreement”), pursuant to which Pubco shall issue Seven Million Five Hundred Thousand (7,500,000) shares of Pubco Class A Stock (subject to equitable adjustment for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted, the “EarnoutShares”) in the name of the Company Common Holders. Pubco shall deposit such Earnout Shares with the Escrow Agent to be held, along with any Earnings thereon, in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with the terms of this Section 2.13 and the Escrow Agreement. The Company Common Holders shall be shown as registered owners of such Earnout Shares on the books and records of Pubco, and subject to any limitations set forth in this Section 2.13, shall be entitled to receive dividends (if declared) with respect to such Earnout Shares (other than non-taxable stock dividends, which shall be included as part of the Earnings). The Earnout Shares, along with the Earnings thereon, shall be allocated among and transferred to the Company Common Holders pro rata based on their Common Holders Pro Rata Share as additional consideration from Pubco based on the performance of the Pubco Class A Stock during the five (5) year period after the Closing (the “Earnout Period”) in accordance with this Section 2.13, which Common Holders Pro Rata Share shall be payable to such Company Common Holders in the form of Earnout Shares and any related dividends, distributions or other income thereon. Unless otherwise required by Law, all distributions made from the Escrow Account to the Company Common Holders shall be treated by the Parties as an adjustment to the number of Merger Consideration Shares received by the Company Common Holders pursuant to Article II hereof.

(b)           Each of the Company Common Holders shall have the contingent right to receive its Common Holders Pro Rata Share of the Earnout Shares (along with the Earnings thereon) from the Escrow Account, subject to receipt of the necessary Transmittal Documents in accordance with Section 2.12 based upon the occurrence of the following events, if any, during the Earnout Period:

(i)           In the event that the VWAP of the Pubco Class A Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) (the “Tier I Share Price Target ”) for any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period during the Earnout Period, then, subject to the terms and conditions of this Agreement, each Company Common Holder in whose name Earnout Shares are issued shall be entitled to receive from the Escrow Account its Common Holders Pro Rata Share of two-thirds of the Earnout Shares (along with the Earnings thereon).

(ii)           In the event that the VWAP of the Pubco Class A Stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) (the “Tier II Share Price Target” and the Tier I Share Price Target or Tier II Share Price Target, a “Share Price Target”) for any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period during the Earnout Period, then, subject to the terms and conditions of this Agreement, each Company Common Holder shall be entitled to receive its Common Holders Pro Rata Share of one-third of the Earnout Shares (along with the Earnings thereon).

In the event that the applicable Share Price Targets are not met during the Earnout Period, the Company Common Holders shall not be entitled to receive the applicable portion of the Earnout Shares (along with the Earnings thereon). For the avoidance of doubt, Earnout Shares shall vest and be issued only in connection with the first achievement of any Share Price Target during the Earnout Period, and the Company Common Holders shall not be entitled to Earnout Shares for any subsequent achievement of the same Share Price Target. The achievement of the Tier II Share Price Target shall be deemed to include the achievement of the Tier I Share Price Target not previously achieved, and, in such case, Pubco shall issue the Earnout Shares attributable to each such Share Price Target together (upon which such lower Tier I Share Price Target shall be deemed achieved and no further Earnout Shares shall become payable upon subsequent achievements of any Share Price Targets so achieved).

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(c)           Notwithstanding the foregoing, in the event that during the Earnout Period (i) Pubco is subject to a Change of Control and (ii) the implied consideration per share of Pubco Class A Stock pursuant to which Pubco or its stockholders have the right to receive in such Change of Control equals or exceeds the Tier I Share Price Target (or the equivalent fair market value thereof, as determined by the Post-Closing Pubco Board in good faith, in the event of any non-cash consideration) (a “Qualifying Change of Control”), then, subject to the terms and conditions of the Agreement, the Company Common Holders shall be entitled to receive their Common Holders Pro Rata Share of all Earnout Shares not previously achieved and for which the related Earnout Shares have not previously vested (the achievement of a Qualifying Change of Control or a Share Price Target, a “Triggering Event”).

(d)           With respect to the achievement of the Share Price Targets, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the VWAP of Pubco Class A Stock on each Trading Day during the Earnout Period, and as soon as practicable (and in any event within ten (10) Business Days) after the end of each monthly anniversary of the Closing during the Earnout Period, the CFO will prepare and deliver to each of the Seller Representative and the SPAC Representative (each, a “Representative Party”) a written statement (each, a “Earnout Statement”) that sets forth (i) the VWAP of Pubco Class A Stock on each Trading Day for such monthly anniversary period then ended and the preceding monthly period and (ii) whether a Share Price Target has been achieved for any twenty (20) Trading Days within any thirty (30) Trading Day period during such monthly anniversary period. Similarly, as soon as practicable, and in any event within five (5) Business Days after a Triggering Event, the CFO will send an Earnout Statement to each Representative Party indicating that a Triggering Event has occurred, along with the details of such Triggering Event. Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it, and each Representative Party and its Representatives on its behalf may make inquiries to the CFO and related Pubco and Company personnel and advisors regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco and the Company shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of each Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the VWAP of Pubco Class A Stock during the applicable portion of the Earnout Period (and whether a Share Price Target has been achieved) or whether a Triggering Event has occurred as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of ten (10) Business Day thereafter. If the Representative Parties do not reach a final resolution during such ten (10) Business Day period, then the final determination of the VWAP of Pubco Class A Stock during the applicable portion of the Earnout Period then the dispute shall be referred to the independent directors serving on the Post-Closing Pubco Board at such time that are disinterested in the Earnout Shares (i.e., such independent director is not a Company Holder, an Affiliate of a Company Holder, or an officer, director, manager, employee, trustee or beneficiary of a Company Holder, nor an immediate family member of any of the foregoing) (each, a “Disinterested Independent Director”), who shall determine, by vote or consent of a majority of the Disinterested Independent Directors, whether one, both, or neither Share Price Target has been achieved and whether the Company Holders are entitled to receive Earnout Shares.

(e)           If there is a final determination in accordance with Section 2.13(d) that the applicable Company Common Holders are entitled to receive Earnout Shares for having achieved a Triggering Event, then two-thirds or 100% of the Earnout Shares (along with the Earnings thereon), as applicable, then within three (3) Business Days of such final determination, the Representative Parties shall provide the Escrow Agent with joint written instructions to release the applicable number of Earnout Shares (along with the Earnings thereon) to the applicable Company Common Holders. In the event that one or both of the Share Price Targets are not achieved, there shall be partial disbursements, or no disbursements, as applicable, of the Earnout Shares (along with the Earnings thereon) from the Escrow Account and all or a portion, as applicable, of the Earnout Shares shall be delivered from the Escrow Account to Pubco, to be cancelled by Pubco.

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(f)           The number of shares of Earnout Shares to be issued to any Company Common Holder pursuant to this Section 2.13 shall be rounded down to the nearest whole number, and such Company Common Holders shall receive in lieu of such fractional shares an amount in cash equal to the value of such fractional shares based on the VWAP of Pubco Class A Stock on Nasdaq or the principal securities exchange or securities market on which the Pubco Class A Stock is then traded over the twenty (20) day trading-period immediately preceding the date on which the payment of the Earnout Shares is triggered.

(g)           Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon the business requirements of Pubco and its Subsidiaries. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes in its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may have an impact on the VWAP of Pubco Class A Stock and the ability of the Company Common Holders to earn the Earnout Shares.

2.14           Intended Tax Treatment. The Parties hereby agree and acknowledge that for U.S. federal income tax purposes, (i) the Conversion is intended to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, (ii) the SPAC Merger is intended to be treated as a reorganization within the meaning of Section 368(a) of the Code and (iii) the SPAC Merger, the Company Merger and the Preferred Equity Investment, taken together, are intended to be treated as an integrated transaction that is described in Section 351(a) of the Code (clauses (i), (ii) and (iii) together, the “Intended Tax Treatment”). The Parties hereby agree to file all Tax and other informational returns on a basis consistent with such characterization, unless otherwise required pursuant to a determination within the meaning of Section 1313(a) of the Code and shall not take steps that are inconsistent with such Intended Tax Treatment (including, without limitation, by liquidating or otherwise terminating the SPAC for U.S. federal or applicable income tax purposes to the extent doing so would be reasonably likely to be so inconsistent). Each of the Parties acknowledge and agree that each (a) has had the opportunity to obtain independent legal and tax advice with respect to the Transactions contemplated by this Agreement, and (b) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if the Conversion, the SPAC Merger and the Company Merger do not qualify for the Intended Tax Treatment. If the SEC or any other Governmental Authority requests or requires that an opinion be provided on or prior to the Closing in respect of the Intended Tax Treatment, the Company will use its reasonable best efforts to cause its Tax advisors to provide any such opinion, subject to customary assumptions and limitations, and each Party shall use its reasonable best efforts to reasonably cooperate with one another and their respective Tax advisors with respect to such opinion, including using reasonable best efforts to deliver to the relevant counsel certificates (dated as of the necessary date and signed by such Party or its Affiliate, as applicable) containing such customary representations as are necessary or appropriate for such counsel to render such opinion.

2.15           Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the SPAC Surviving Subsidiary or Company Surviving Subsidiary, as applicable, with full right, title and possession to all assets, property, rights, privileges, powers and franchises of SPAC and SPAC Merger Sub, on the one hand, or the Company and Company Merger Sub, on the other hand, the officers and directors of SPAC, SPAC Merger Sub, the Company and Company Merger Sub, as applicable, are fully authorized in the name of their respective entities to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

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2.16           Withholding. Each of Pubco, the SPAC Surviving Subsidiary, the Company Surviving Subsidiary and the Exchange Agent (without duplication) shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under any applicable Law; provided, however, that the relevant payor will reasonably cooperate with the relevant payee prior to the making of such deductions and withholding payments to determine whether any such deductions or withholding payments (other than with respect to compensatory payments, if any) are required under applicable Law and in obtaining any available exemption or reduction of, or otherwise minimizing to the extent permitted by applicable Law, such deduction and withholding. Any amounts so deducted and withheld shall be paid over to the appropriate Governmental Authority in accordance with applicable Law, and to that extent 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. The Parties acknowledge that no withholding is expected to be required under applicable U.S. federal income Tax Law as in effect as of the date of this Agreement with respect to any amounts payable pursuant to this Agreement. Notwithstanding anything in this Agreement to the contrary, SPAC, PubCo, the Company and their respective Affiliates, and any applicable withholding agent shall be entitled to deduct and withhold from amounts otherwise payable pursuant to this Agreement, any amount required to be deducted and withheld with respect to the making of such payment under applicable Law; provided, that if any Party becomes aware of any obligation to deduct or withhold from amounts otherwise payable, issuable or transferable pursuant to this Agreement, such Party shall notify the other Parties as soon as reasonably practicable, and the Parties shall reasonably cooperate to obtain any certificates or other documentation required in respect of such withholding obligation.

Article IIICLOSING

3.1           Closing. Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the consummation of the Transactions contemplated by this Agreement (the “Closing”) shall take place by electronic exchange of signatures, on a date to be agreed by SPAC and the Company, which date shall be no later than on the fifth (5^th^) Business Day after all the Closing conditions in Article VIII have been satisfied or waived (other than any such conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing) at 10:00 a.m. New York time, or at such other date, time or place as SPAC and the Company may agree in writing (the date and time at which the Closing is actually held being the “ClosingDate”).

3.2           Pre-Closing Statements. At least four (4) Business Days prior to the Closing Date, SPAC shall prepare and deliver to the Company a written statement setting forth SPAC’s good faith estimate and calculation of the SPAC Expenses as of the Closing Date (in each case, in reasonable detail and with reasonable supporting documentation, including corresponding invoices therefor) and the respective amounts and wire transfer instructions for the payment or reimbursement of all such SPAC Expenses in accordance with Section 11.5 (such statement or as updated pursuant to the second sentence of this Section 3.2, the “SPAC Pre-Closing Statement”). SPAC shall consider in good faith any reasonable comments made by the Company at least two (2) Business Days prior to the Closing Date with respect to the estimate and calculations included in the SPAC Pre-Closing Statement, and to the extent SPAC agrees, acting in good faith and reasonably, with any such comments, SPAC will deliver an updated SPAC Pre-Closing Statement incorporating such comments. In addition, at least two (2) Business Days prior to the Closing Date, if not already delivered, SPAC shall deliver a supplement to the SPAC Pre-Closing Statement setting forth SPAC’s good faith estimate and calculation of the (i) Redemption Amount and (ii) total cash proceeds from the Trust Account remaining following the Redemption.

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3.3           Closing Deliveries.

(a)           At the Closing, SPAC shall deliver or cause to be delivered:

(i)          to the Company and Pubco, a certificate, dated the Closing Date, signed by an executive officer or director of SPAC in such capacity, certifying as to the satisfaction of the conditions specified in Sections 8.2(a), 8.2(b) and 8.2(c) with respect to SPAC;

(ii)         to the Company and Pubco, a certificate from its secretary, assistant secretary, director or other executive officer certifying as to, and attaching, (A) copies of the SPAC Memorandum and Articles as in effect as of the Closing Date (immediately prior to the Conversion), (B) the resolutions of the SPAC Board authorizing and approving the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the Transactions contemplated hereby and thereby, (C) evidence that the Required Shareholder Approval has been obtained and (D) the incumbency of directors and officers authorized to execute this Agreement or any Ancillary Document to which SPAC is or is required to be a party or otherwise bound;

(iii)        to the Company, (1) a copy of the certificate of de-registration issued by the Cayman Registrar in relation to the Conversion and (2) a time-stamped copy of the certificate issued by the Delaware Secretary of State in relation to the Conversion;

(iv)        a copy of the Insider Letter Amendment duly executed by SPAC and Sponsor and the Insiders;

(v)         to the Company and Pubco, a copy of the Sponsor Letter Agreement duly executed by Sponsor; and

(vi)        to the Company and Pubco, a copy of the Amended and Restated Registration Rights Agreement duly executed by SPAC and Sponsor.

(b)           At the Closing, Pubco shall deliver or cause to be delivered:

(i)          to SPAC, a certificate, dated the Closing Date, signed by an executive officer of Pubco, certifying as to the satisfaction of the conditions specified in Sections 8.3(a), 8.3(b) and 8.3(c) with respect to Pubco and the Merger Subs, as applicable;

(ii)         to SPAC, a certificate from its secretary or other executive officer certifying as to the validity and effectiveness of, and attaching, (A) copies of its Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of its board of directors and stockholders authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which it is a party or bound, and the consummation of the Transactions, and (C) the incumbency of its officers authorized to execute this Agreement or any Ancillary Document to which it is or is required to be a party or otherwise bound;

(iii)        a copy of the Insider Letter Amendment duly executed by Pubco;

(iv)        to SPAC Representative, a copy of the Amended and Restated Registration Rights Agreement duly executed by Pubco; and

(v)         to the Company and SPAC, a copy of the Services Agreement, duly executed by Pubco.

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(c)           At the Closing, the Company shall deliver or cause to be delivered:

(i)          to SPAC, a certificate, dated as of the Closing Date, signed by an executive officer or director of the Company, certifying as to the satisfaction of the conditions specified in Sections 8.3(a), 8.3(b) and 8.3(c) with respect to the Company;

(ii)         to SPAC, a certificate from its secretary or other executive officer or director certifying as to the validity and effectiveness of, and attaching, (A) copies of its Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the requisite resolutions of the Company’s managers and the Company Holders authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which the Company is a party or bound, and the consummation of the Transactions, and (C) the incumbency of its managers and officers authorized to execute this Agreement or any Ancillary Document to which it is or is required to be a party or otherwise bound;

(iii)        to SPAC, a certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulation Sections 1.897-2(g), and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the IRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2);

(iv)        to SPAC and Pubco, a copy of the Lock-Up Agreement duly executed by the Significant Company Holders; and

(v)         to SPAC Representative, a copy of the Amended and Restated Registration Rights Agreement duly executed by the Key Company Holder.

Article IVREPRESENTATIONS AND WARRANTIES OF SPAC

Except as set forth in (a) the disclosure schedules delivered by SPAC to the Company, Pubco and the Merger Subs on the date of this Agreement (the “SPAC DisclosureSchedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, or (b) the SEC Reports (to the extent the qualifying nature of such disclosure is readily apparent from the content of such SEC Reports) that are available prior to the date hereof on the SEC’s website through EDGAR (excluding any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature, and excluding, for the avoidance of doubt, any content of such SEC Reports that have been redacted or omitted pursuant to applicable Law) (it being acknowledged that nothing disclosed in such SEC Reports will be deemed to modify or qualify the representations and warranties set forth in Section 4.1 (Organization and Standing), Section 4.2 (Authorization; Binding Agreement), Section 4.5 (Capitalization), Section 4.10 (Taxes and Returns), Section 4.15 (Finders and Brokers) and Section 4.21 (SPAC Trust Account)), SPAC represents and warrants to the Company, Pubco and the Merger Subs as of the date of this Agreement and as of the Closing, as follows:

4.1           Organization and Standing. SPAC is a company duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of incorporation, organization or formation. SPAC has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. SPAC is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. SPAC has heretofore made available to the Company accurate and complete copies of its Organizational Documents each as currently in effect. SPAC is not in violation of any provision of its Organizational Documents.

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4.2           Authorization; Binding Agreement. SPAC has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions contemplated hereby and thereby, subject to obtaining the Required Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the Transactions contemplated hereby and thereby have been duly and validly authorized by the SPAC Board and, other than obtaining the Required Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in this Agreement, on the part of SPAC are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which SPAC is a party has been or shall be when delivered, duly and validly executed and delivered by SPAC and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other Parties and other parties thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of SPAC, enforceable against SPAC in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally and subject to general principles of equity (collectively, the “Enforceability Exceptions”). The SPAC Board, either (A) at a duly called and held meeting or (B) by way of written resolution, has unanimously (i) determined that this Agreement and the SPAC Merger and the other Transactions contemplated hereby are advisable, fair to, and in the best interests of, SPAC and its shareholders, (ii) approved this Agreement and the Conversion, the SPAC Merger and the other Transactions contemplated hereby and thereby in accordance with the Cayman Act and the SPAC Memorandum and Articles, (iii) approved the Transactions as a Business Combination, (iv) directed that this Agreement and the SPAC Shareholder Approval Matters be submitted to the SPAC Shareholders for adoption and approval, and (v) resolved to recommend that the SPAC Shareholders adopt this Agreement and the SPAC Shareholder Approval Matters.

4.3           Governmental Approvals. No Consent of any Governmental Authority on the part of SPAC is required to be obtained in connection with the execution, delivery or performance by SPAC of this Agreement and each Ancillary Document to which it is a party or the consummation by SPAC of the Transactions contemplated hereby and thereby, other than (a) such filings as contemplated by this Agreement, (b) any filings required with NYSE or the SEC with respect to the Transactions, (c) 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, (d) the filing of (i) the Cayman Conversion Documents with the Cayman Registrar pursuant to the Cayman Act and (ii) the Delaware Conversion Documents with the Delaware Secretary of State pursuant to the DGCL, and (e) where the failure to obtain or make such Consents or to make such filings or notifications, would not reasonably be expected to have a Material Adverse Effect on SPAC.

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4.4           Non-Contravention. The execution and delivery by SPAC of this Agreement and each Ancillary Document to which it is a party, the consummation by SPAC of the Transactions contemplated hereby and thereby, and compliance by SPAC with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the SPAC Memorandum and Articles in any material respect, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.3, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law applicable to SPAC or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by SPAC under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of SPAC under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any SPAC Material Contract, except for any deviations from any of the foregoing clauses (b) and (c) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SPAC.

4.5           Capitalization.

(a)           SPAC is authorized to issue (i) 220,000,000 SPAC Ordinary Shares, consisting of (A) 200,000,000 SPAC Class A Ordinary Shares and (B) 20,000,000 SPAC Class B Ordinary Shares and (ii) 1,000,000 SPAC Preference Shares. The issued and outstanding SPAC Ordinary Shares as of the date of this Agreement consist of (A) 20,455,000 SPAC Class A Ordinary Shares, of which (x) 20,000,000 were issued in the IPO and (y) 455,000 were issued to, and are currently owned by, the Sponsor pursuant to a private placement consummated simultaneously with the closing of the IPO, and (B) 5,000,000 SPAC Class B Ordinary Shares. There are no issued or outstanding SPAC Preference Shares. All outstanding SPAC Ordinary Shares are 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 applicable Law, the SPAC Memorandum and Articles or any Contract to which SPAC is a party. None of the outstanding SPAC Ordinary Shares has been issued in violation of any applicable securities Laws. Prior to giving effect to the Transactions, SPAC does not have any Subsidiaries or own any equity interests in any other Person. SPAC does not own any SPAC Ordinary Shares as treasury shares.

(b)           There are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued securities of SPAC, (B) obligating SPAC to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or shares or securities convertible into or exchangeable for any securities of SPAC, or (C) obligating SPAC to grant, extend or enter into any option, warrant, call, subscription or other right, agreement, arrangement or commitment for such securities of SPAC. Other than the Redemption or as expressly set forth in this Agreement, there are no outstanding obligations of SPAC to repurchase, redeem or otherwise acquire any securities of SPAC or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. There are no shareholders agreements, voting trusts or other agreements or understandings to which SPAC is a party with respect to the voting of any securities of SPAC.

(c)           As of the date hereof, (i) SPAC does not have any Indebtedness and (ii) no Indebtedness of SPAC contains any restriction upon (A) the prepayment of any of such Indebtedness, (B) the incurrence of Indebtedness by SPAC, (C) the ability of SPAC to grant any Lien on its properties or assets, or (D) the consummation of the Transactions.

(d)           Since the date of incorporation of SPAC, and except as contemplated by this Agreement, SPAC has not declared or paid any distribution or dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and the SPAC Board has not authorized any of the foregoing.

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4.6           SEC Filings; SPAC Financials; Internal Controls.

(a)           SPAC, since the IPO and through the date of this Agreement, has filed all forms, reports, schedules, statements, registration statements, prospectuses, and other documents required to be filed or furnished by SPAC with the SEC under the Securities Act and/or the Exchange Act (collectively, and together with any amendments, restatements or supplements thereto, the “SEC Reports”), which SEC Reports are all available on the SEC’s website through EDGAR, and will file all such SEC Reports required to be filed or furnished subsequent to the date of this Agreement.

(b)           The SEC Reports (x) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, and the rules and regulations promulgated thereunder, as applicable, and (y) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all other SEC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As used in this Section 4.6, the term “file” shall be broadly construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished, supplied or otherwise made available to the SEC.

(c)           As of the date of this Agreement, the SPAC Public Units, SPAC Class A Ordinary Shares and SPAC Public Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed on NYSE under the symbols “SBXDU,” “SBXD,” and “SBXD WS,” respectively. Since the IPO, SPAC has complied in all material respects with the applicable listing and corporate governance rules and regulations of NYSE. There is no action or proceeding pending or, to the Knowledge of SPAC, threatened against SPAC, by NYSE or the SEC with respect to any intention by such entity to deregister or terminate the listing of the SPAC Public Units, the SPAC Class A Ordinary Shares and the SPAC Public Warrants. None of SPAC or its Affiliates has taken any action in an attempt to terminate the registration of the SPAC Public Units, the SPAC Class A Ordinary Shares or the SPAC Public Warrants under the Exchange Act except as contemplated by this Agreement.

(d)           The financial statements and notes of SPAC contained or incorporated by reference in the SEC Reports (the “SPAC Financials”), fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of SPAC at the respective dates of and for the periods referred to in such financial statements, all in accordance with (i) GAAP methodologies applied on a consistent basis throughout the periods involved and (ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable).

(e)           Except as and to the extent reflected or reserved against in the SPAC Financials, SPAC has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that is not adequately reflected or reserved on or provided for in the SPAC Financials, other than (i) Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that have been incurred since SPAC’s incorporation in the ordinary course of business or (ii) Liabilities or obligations incurred in connection with the Transactions. SPAC has no off-balance sheet arrangements that are not disclosed in the SEC Reports.

(f)           Since the IPO, (i) SPAC has not received any complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of SPAC or its internal accounting controls, including any such complaint, allegation, assertion or claim that SPAC has engaged in questionable accounting or auditing practices and (ii) there have been no internal unresolved, material investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, the SPAC Board or any committee thereof.

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(g)           SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that are designed to ensure that material information relating to SPAC and other material information required to be disclosed by SPAC in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to SPAC’s principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding required disclosure. Such disclosure controls and procedures are effective in timely alerting SPAC’s principal executive officer and principal financial officer to material information required to be included in SPAC’s periodic reports required under the Exchange Act.

(h)           SPAC maintains systems of internal accounting controls that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures that are sufficient to provide reasonable assurance: (i) that SPAC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) that transactions are executed, and access to assets is permitted, in accordance with management’s general or specific authorization; and (iv) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Neither SPAC nor SPAC’s independent auditors identified or have been made aware of any “significant deficiencies” or “material weaknesses” (as defined by the PCAOB) in the design or operation of SPAC’s internal controls over financial reporting which would reasonably be expected to adversely affect SPAC’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. SPAC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of SPAC. Since the IPO, there have been no material changes in SPAC’s internal control over financial reporting.

(i)           There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC, in their capacity as such, and SPAC has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(j)           As of the date hereof, there are no outstanding comments from the SEC with respect to the SEC Reports. To the Knowledge of SPAC, none of the SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

4.7           No Litigation; Orders; Permits. There is no Action pending, or, to the Knowledge of SPAC, threatened Action against SPAC, or, to the Knowledge of SPAC, any of its directors or officers (in their capacity as such) or otherwise affecting SPAC or its assets nor is any Order outstanding, against or involving SPAC, whether at law or in equity, before or by any Governmental Authority, which, in each case, would reasonably be expected to have a Material Adverse Effect on SPAC. There is no unsatisfied judgment or open injunction binding upon SPAC that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SPAC. There is no Action that SPAC has pending against any other Person. SPAC holds all Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect.

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4.8           Absence of Certain Changes. SPAC has, (a) since its incorporation, conducted no business other than its incorporation, the public offering of its SPAC Class A Ordinary Shares (and the related private offering), public reporting and its search for an initial Business Combination as described in the IPO Prospectus (including the investigation of the Company and the negotiation and execution of this Agreement) and related activities and (b) since the IPO, not been subject to a Material Adverse Effect.

4.9           Compliance with Laws. SPAC (a) is, and has since its incorporation been, in compliance with all Laws applicable to it and the conduct of its business in all material respects, (b) has not received written notice alleging any violation of applicable Law in any material respect by SPAC and (c) is not under investigation with respect to any violation or alleged violation of any Law or judgement, Order or decree of any court or Governmental Authority.

4.10         Taxes and Returns. SPAC has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the SPAC Financials have been established in accordance with GAAP. There are no audits, examinations, investigations, claims, assessments or other proceedings pending against SPAC in respect of any Tax, and SPAC has not been notified in writing of any proposed Tax claims or assessments against SPAC (other than, in each case, claims or assessments for which adequate reserves in the SPAC Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of SPAC’s assets, other than Permitted Liens. SPAC has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by SPAC for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

4.11         Employees and Employee Benefit Plans. SPAC has never (a) had any paid employees, (b) retained any contractors, other than consultants and advisors in the ordinary course or (c) maintained, sponsored, contributed to or otherwise had any Liability under, any Benefit Plans. Other than reimbursement of any reasonable out-of-pocket expenses incurred by SPAC’s officers and directors in connection with activities on SPAC’s behalf, neither SPAC nor its Affiliates have any material liability to any officer or director of SPAC (in their capacity as such).

4.12         Properties. SPAC does not own, license or otherwise have any right, title or interest in any material Intellectual Property. SPAC does not own or lease any material real property or Personal Property.

4.13         Material Contracts.

(a)           Other than this Agreement and the Ancillary Documents to which SPAC is a party as of the date hereof or such other Ancillary Documents that SPAC shall execute after the date hereof and which are attached as exhibits hereto, Section 4.13(a) of the SPAC Disclosure Schedules set forth a true, correct and complete list of the Contracts to which SPAC is a party or by which any of its properties or assets may be bound, subject or affected, which (i) creates or imposes a Liability greater than $100,000, (ii) may not be cancelled by SPAC on less than sixty (60) days’ prior notice without payment of a material penalty or termination fee, or (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of SPAC as its business is currently conducted, any acquisition of material property by SPAC, or restricts in any material respect the ability of SPAC from entering into this Agreement or Ancillary Documents or consummating the Transactions (each, a “SPAC Material Contract”). All SPAC Material Contracts have been made available to the Company.

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(b)           With respect to each SPAC Material Contract: (i) the SPAC Material Contract was entered into at arms’ length and in the ordinary course of business; (ii) the SPAC Material Contract is legal, valid, binding and enforceable in all material respects against SPAC and, to the Knowledge of SPAC, the other parties thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions); (iii) SPAC is not in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default in any material respect by SPAC, or permit termination or acceleration by the other party, under such SPAC Material Contract; (iv) no party to a SPAC Material Contract has given written notice of or, to the Knowledge of SPAC, threatened any potential exercise of termination rights with respect to any SPAC Material Contract and (v) to the Knowledge of SPAC, no other party to any SPAC Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such other party, or permit termination or acceleration by SPAC under any SPAC Material Contract.

4.14         Transactions with Affiliates. Section 4.14 of the SPAC Disclosure Schedules sets forth a true, correct and complete list of the Contracts and arrangements that are in existence as of the date of this Agreement under which there are any existing or future Liabilities or obligations between SPAC and any (a) present or former director, officer, employee, direct equityholder or Affiliate of SPAC or (b) record or beneficial owner of more than five percent (5%) of outstanding SPAC Ordinary Shares as of the date hereof.

4.15         Finders and Brokers. No broker, finder, investment banker or other Person is entitled to any brokerage, finder’s or other fee or commission from SPAC, Pubco or the Target Companies, or any of their respective Affiliates, in connection with the Transactions based upon arrangements made by or on behalf of SPAC or any of its Affiliates, including the Sponsor.

4.16         Certain Business Practices.

(a)           Neither SPAC, nor any of its Representatives acting on its behalf, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Law, (iii) made any other unlawful payment or (iv) since the formation of SPAC, directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder SPAC or assist it in connection with any actual or proposed transaction.

(b)           The operations of SPAC are and have been conducted at all times in compliance with money laundering Laws in all applicable jurisdictions and no Action involving SPAC with respect to any of the foregoing is pending or, to the Knowledge of SPAC, threatened.

(c)           None of SPAC or any of its directors or officers, or, to the Knowledge of SPAC, any other Representative acting on behalf of SPAC is currently identified on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), and SPAC has not, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC in the last five (5) fiscal years.

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4.17         Insurance. Section 4.17 of the SPAC Disclosure Schedules lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held by SPAC relating to SPAC or its business, properties, assets, directors, officers and employees, copies of which have been provided to the Company. All premiums due and payable under all such insurance policies have been timely paid and SPAC is otherwise in material compliance with the terms of such insurance policies. All such insurance policies are in full force and effect, and to the Knowledge of SPAC, there is no threatened termination of, or material premium increase with respect to, any of such insurance policies. There have been no insurance claims made by SPAC. SPAC has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in a claim, except where such failure to report such a claim would not be reasonably likely to have a Material Adverse Effect on SPAC.

4.18         Independent Investigation. SPAC has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies for such purpose. SPAC acknowledges and agrees that, in making its decision to enter into this Agreement and the Ancillary Documents and to consummate the Transactions contemplated hereby and thereby, it has relied solely upon its own investigation and the express representations and warranties of the Company, Pubco and the Merger Subs set forth in this Agreement (including the related portions of the Company Disclosure Schedules or the Pubco Disclosure Schedules) and in any certificate delivered to SPAC pursuant hereto, and the information provided by or on behalf of the Target Companies, Pubco or the Merger Sub for the Registration Statement.

4.19         No Other Representations. Except for the representations and warranties expressly made by SPAC in Article IV (as modified by the SPAC Disclosure Schedule) or as expressly set forth in any Ancillary Document, neither SPAC nor any other Person on its behalf makes any express or implied representation or warranty with respect to SPAC or its business, operations, assets or Liabilities, or the Transactions, and SPAC hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC or any of its Representatives. SPAC acknowledges that, except for the representations and warranties expressly made by Pubco, SPAC Merger Sub or Company Merger Sub in Article V and the Company in Article VI, none of Pubco, the Merger Subs or the Company is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to SPAC or its Representatives (including any opinion, information or advice that may have been or may be provided to SPAC or its Representatives by any Representative of Pubco, the Merger Subs or the Company), including any representations or warranties regarding the probable success or profitability of the businesses of Pubco, the Merger Subs or the Company. SPAC specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that Pubco, the Merger Subs and the Company have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 4.19, nothing in this Section 4.19 shall limit the Company’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.

4.20         Information Supplied. None of the information supplied or to be supplied by or on behalf of SPAC or any of its Affiliates (including Sponsor) expressly for inclusion or incorporation by reference: (a) in any Current Report on Form 8-K and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions; (b) in the Registration Statement; or (c) in the mailings or other distributions to the SPAC Shareholders with respect to the consummation of the Transactions or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by or on behalf of SPAC or any of its Affiliates (including Sponsor) expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, SPAC makes no representation, warranty or covenant with respect to any information supplied by or on behalf of Pubco, the Company, the Merger Subs, the Company or any of their respective Affiliates.

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4.21         SPAC Trust Account. As of June 30, 2025, the Trust Account had a balance of $208,952,965. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, the SPAC Memorandum and Articles and the IPO Prospectus. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. SPAC has performed all 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. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of SPAC, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of SPAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed, or furnished by SPAC to the Company, to be inaccurate or that would entitle any Person (other than holders of SPAC Class A Ordinary Shares who shall have elected to redeem their SPAC Class A Ordinary Shares pursuant to the SPAC Memorandum and Articles) to any portion of the proceeds in the Trust Account prior to the closing of a Business Combination. There are no Actions pending with respect to the Trust Account. SPAC has not released any money from the Trust Account other than as permitted by the Trust Agreement. Following the Closing, no shareholder of SPAC is or shall be entitled to receive any amount from the Trust Account except to the extent such shareholder shall have elected to redeem its SPAC Class A Ordinary Shares pursuant to the Redemption.

Article VREPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUBS

Except as set forth in the disclosure schedules delivered by Pubco to SPAC on the date of this Agreement (the “Pubco Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, Pubco and the Merger Subs severally and not jointly represent and warrant to SPAC and the Company, as of the date of this Agreement and as of the Closing, solely with respect to itself, as follows:

5.1          Organization and Standing. Pubco and SPAC Merger Sub are each duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and Company Merger Sub is duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of Pubco, SPAC Merger Sub and Company Merger Sub has all requisite corporate or limited liability company, as applicable, power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of Pubco, SPAC Merger Sub and Company Merger Sub is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. Pubco has heretofore made available to SPAC and the Company accurate and complete copies of the Organizational Documents of Pubco, SPAC Merger Sub and Company Merger Sub, each as currently in effect. None of Pubco, SPAC Merger Sub or Company Merger Sub is in violation of any provision of its Organizational Documents.

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5.2           Authorization; Binding Agreement. Subject to filing the Pubco A&R Organizational Documents, each of Pubco, SPAC Merger Sub and Company Merger Sub has all requisite corporate power or, as applicable, limited liability company power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the Transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors (or applicable governing body) and shareholders or members, as applicable, of Pubco, SPAC Merger Sub and Company Merger Sub and no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement (including the filing of the Pubco A&R Organizational Documents), on the part of Pubco, SPAC Merger Sub or Company Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Pubco, SPAC Merger Sub or Company Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents by the other Parties and other parties thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to the Enforceability Exceptions.

5.3           Governmental Approvals. No Consent of any Governmental Authority on the part of Pubco, SPAC Merger Sub or Company Merger Sub is required to be obtained in connection with the execution, delivery or performance by such Party of this Agreement and each Ancillary Document to which it is a party or the consummation by such Party of the Transactions contemplated hereby and thereby, other than (a) such filings as contemplated by this Agreement (including the Pubco A&R Organizational Documents), (b) any filings required with NYSE or the SEC with respect to the Transactions, (c) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws, (d) requirements under Delaware Law and pursuant to any other applicable Laws, and (e) where the failure to obtain or make such Consents or to make such filings or notifications, would not reasonably be expected to have a Material Adverse Effect on Pubco.

5.4           Non-Contravention. The execution and delivery by each of Pubco, SPAC Merger Sub and Company Merger Sub of this Agreement and each Ancillary Document to which it is a party, the consummation by such Party of the Transactions contemplated hereby and thereby, and compliance by such Party with any of the provisions hereof and thereof, will not, subject to the filing of the Pubco A&R Organizational Documents, (a) conflict with or violate any provision of such Party’s Organizational Documents in any material respect, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.3, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law applicable to such Party or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by such Party under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide material compensation under, (vii) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of such Party under, (viii) give rise to any material obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any material Contract of such Party, except for any deviations from any of the foregoing clauses (b) or (c) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Pubco.

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5.5           Capitalization.

(a)           As of the date of this Agreement, (i) Pubco is authorized to issue 1,000 shares of Pubco Stock, of which one (1) share of Pubco Stock is issued and outstanding, which is owned by an officer or director of the Company, (ii) SPAC Merger Sub is authorized to issue 1,000 shares of SPAC Merger Sub Common Stock, of which one (1) share is issued and outstanding, which is owned by Pubco and (iii) Company Merger Sub is authorized to issue 1,000 membership interest units of Company Merger Sub, of which one (1) membership interest unit is issued and outstanding, which is owned by Pubco.

(b)           Prior to giving effect to the Transactions, other than SPAC Merger Sub and Company Merger Sub, Pubco does not have any Subsidiaries or own any equity interests in any other Person.

5.6           Pubco and Merger Subs’ Activities. Since their formation, Pubco, SPAC Merger Sub and Company Merger Sub have not engaged in any business activities other than as contemplated by this Agreement, do not own, directly or indirectly, any ownership equity, profits or voting interest in any Person (other than Pubco’s 100% ownership of SPAC Merger Sub and Company Merger Sub) and have no assets or Liabilities except those incurred in connection with this Agreement and the Ancillary Documents to which they are a party and the Transactions, and, other than this Agreement and the Ancillary Documents to which they are a party, Pubco, SPAC Merger Sub and Company Merger Sub are not party to or bound by any Contract.

5.7           Finders and Brokers. No broker, finder or investment banker or other Person is entitled to any brokerage, finder’s or other fee or commission from SPAC, Pubco, the Company or any of their respective Affiliates in connection with the Transactions contemplated hereby based upon arrangements made by or on behalf of Pubco, SPAC Merger Sub or Company Merger Sub or any of their Affiliates.

5.8           Ownership of Pubco Stock. All shares of Pubco Stock to be issued and delivered to the Company Holders as Merger Consideration Shares and to the SPAC Shareholders in exchange for their SPAC Class A Ordinary Shares in accordance with this Agreement shall be, upon issuance and delivery of such shares of Pubco Stock, duly authorized and validly issued and fully paid and non-assessable, free and clear of all Liens (other than Permitted Liens). The issuance and sale of such shares of Pubco Stock pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

5.9           Information Supplied. None of the information supplied or to be supplied by Pubco, SPAC Merger Sub or Company Merger Sub in writing expressly for inclusion or incorporation by reference: (a) in any Current Report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions; (b) in the Registration Statement; or (c) in the mailings or other distributions to SPAC’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the Transactions or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by Pubco, SPAC Merger Sub or Company Merger Sub expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, none of Pubco, SPAC Merger Sub or Company Merger Sub makes any representation, warranty or covenant with respect to any information supplied by or on behalf of SPAC, the Company or any of their respective Affiliates.

5.10         Independent Investigation. Each of Pubco, SPAC Merger Sub and Company Merger Sub has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of the Target Companies and SPAC and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies and SPAC for such purpose. Each of Pubco, SPAC Merger Sub and Company Merger Sub acknowledges and agrees that, in making its decision to enter into this Agreement and the Ancillary Documents and to consummate the Transactions contemplated hereby and thereby, it has relied solely upon its own investigation and the express representations and warranties of the Company and SPAC set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the SPAC Disclosure Schedules) and in any certificate delivered to Pubco, SPAC Merger Sub or Company Merger Sub pursuant hereto, and the information provided by or on behalf of the Company or SPAC for the Registration Statement.

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5.11         No Other Representations. Except for the representations and warranties expressly made by Pubco, SPAC Merger Sub and/or Company Merger Sub in Article V (as modified by the Pubco Disclosure Schedules) or as expressly set forth in any Ancillary Document, none of Pubco, SPAC Merger Sub or Company Merger Sub nor any other Person on any of their behalves makes any express or implied representation or warranty with respect to any of Pubco, SPAC Merger Sub or Company Merger Sub or their respective business, operations, assets or Liabilities, or the Transactions, and Pubco, SPAC Merger Sub and Company Merger Sub each hereby expressly disclaims any other representations or warranties, whether implied or made by Pubco, SPAC Merger Sub or Company Merger Sub or any of their respective Representatives. Each of Pubco, SPAC Merger Sub and Company Merger Sub acknowledge that, except for the representations and warranties expressly made by SPAC in Article IV and the Company in Article VI, none of SPAC or the Company is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information, to Pubco and the Merger Subs or any of their respective Representatives (including any opinion, information or advice that may have been or may be provided to Pubco and the Merger Subs or any of their respective Representatives by any Representative of SPAC or the Company), including any representations or warranties regarding the probable success or profitability of the business of SPAC and the Company. Each of Pubco, SPAC Merger Sub and Company Merger Sub specifically disclaim that they are relying upon or have relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that SPAC and the Company have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 5.11 nothing in this Section 5.11 shall limit SPAC’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.

Article VIREPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the disclosure schedules delivered by the Company to SPAC on the date of this Agreement (the “Company Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, the Company hereby represents and warrants to SPAC as of the date of this Agreement and as of the Closing, as follows:

6.1           Organization and Standing. The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Subsidiary of the Company is a corporation or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate or other entity, as applicable, power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Target Company is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary for the business as currently conducted. The Company has made available to SPAC accurate and complete copies of the Organizational Documents of each Target Company, as currently in effect. No Target Company is in violation of any provision of its Organizational Documents.

6.2           Authorization; Binding Agreement. The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the Transactions contemplated hereby and thereby (a) have been duly and validly authorized by the Company’s board of managers or similar governing body in accordance with the Company’s Organizational Documents, the Delaware Act, any other applicable Law or any Contract to which the Company or any of its members is a party or by which it or its securities are bound and (b) no other company proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which it is a party has been or shall be when delivered, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other Parties and other parties thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

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6.3           Capitalization.

(a)           As of the date of this Agreement, the capitalization of the Company is as set forth in Section 6.3(a) of the Company Disclosure Schedules. Prior to giving effect to the Transactions contemplated hereby, all of the issued and outstanding Company Units and other equity interests of the Company are set forth on Section 6.3(a) of the Company Disclosure Schedules along with the beneficial and record owners thereof, all of which units and other equity interests are owned free and clear of any Liens other than those imposed under the Company’s Organizational Documents. All of the outstanding units and other equity interests of the Company have been duly authorized, are fully paid and non-assessable and not in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware Act, any other applicable Law, the Company’s Organizational Documents or any Contract to which the Company is a party or by which it or its securities are bound. The Company holds no units or other equity interests of the Company in its treasury. None of the outstanding units or other equity interests of the Company were issued in violation of any applicable securities Laws.

(b)           The Company does not have any Benefit Plans. There are no Company Convertible Securities, or preemptive rights or rights of first refusal or first offer, nor are there any Contracts, commitments, arrangements or restrictions to which the Company or, to the Knowledge of the Company, any of its members is a party or bound relating to any equity securities of the Company, whether or not outstanding. There are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to the Company. There are no voting trusts, proxies, member agreements or any other agreements or understandings with respect to the voting of the Company’s equity interests other than the Organizational Documents of the Company. Except as set forth in the Company’s Organizational Documents, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any equity interests or securities of the Company, nor has the Company granted any registration rights to any Person with respect to the Company’s equity securities. All of the Company’s securities have been granted, offered, sold and issued in compliance with all applicable securities Laws. As a result of the consummation of the Transactions contemplated by this Agreement, no equity interests of the Company are issuable and no rights in connection with any interests, warrants, rights, options or other securities of the Company accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).

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6.4           Subsidiaries. Section 6.4 of the Company Disclosure Schedules sets forth the name of each Subsidiary of the Company, and with respect to each Subsidiary (a) its jurisdiction of organization, (b) its authorized shares or other equity interests (if applicable) and (c) the number of issued and outstanding shares or other equity interests and the record holders and beneficial owners thereof. All of the outstanding equity securities of each Subsidiary of the Company are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered, sold and delivered in compliance with all applicable securities Laws, and owned by one or more of the Company or its Subsidiaries free and clear of all Liens (other than those, if any, imposed by such Subsidiary’s Organizational Documents). There are no Contracts to which the Company or any of its Affiliates is a party or bound with respect to the voting (including voting trusts or proxies) of the equity interests of any Subsidiary of the Company other than the Organizational Documents of any such Subsidiary. There are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Subsidiary of the Company is a party or which are binding upon any Subsidiary of the Company providing for the issuance or redemption of any equity interests of any Subsidiary of the Company. There are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Subsidiary of the Company. No Subsidiary of the Company has any limitation, whether by Contract, Order or applicable Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed to another Target Company. Except for the equity interests of the Subsidiaries listed on Section 6.4 of the Company Disclosure Schedules, the Company does not own or have any rights to acquire, directly or indirectly, any equity interests of, or otherwise control, any Person. None of the Company or its Subsidiaries is a participant in any joint venture, partnership or similar arrangement. There are no outstanding contractual obligations of the Company or its Subsidiaries to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

6.5           Governmental Approvals. No Consent of any Governmental Authority on the part of any Target Company is required to be obtained in connection with the execution, delivery or performance by the Company (or any Target Company, as applicable) of this Agreement or any Ancillary Documents or the consummation by the Company of the Transactions contemplated hereby or thereby other than (a) such filings as expressly contemplated by this Agreement, (b) pursuant to requirements under Delaware Law or any other applicable Laws and (c) those Consents, the failure of which to obtain prior to the Closing, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Target Companies, taken as a whole.

6.6           Non-Contravention. The execution and delivery by the Company (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which any Target Company is a party, the consummation by any Target Company of the Transactions contemplated hereby and thereby, and compliance by any Target Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Target Company’s Organizational Documents in any material respect, (b) subject to obtaining the Consents required from Governmental Authorities referred to in Section 6.5, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law applicable to any Target Company or any of its properties or assets in any material respect, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a material default (or an event which, with notice or lapse of time or both, would constitute a material default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any Target Company under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any material right, benefit, obligation or other term under, any of the terms, conditions or provisions of any material Contract of any Target Company, except for any deviations from any of the foregoing clauses (b) or (c) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect upon the Target Companies, taken as a whole.

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6.7           No Litigation. There is no Action pending, or, to the Knowledge of the Company, threatened Action against the Company, or, to the Knowledge of the Company, any of its directors or officers (in their capacity as such) or otherwise affecting the Company or its assets nor is any Order outstanding, against or involving the Company, whether at law or in equity, before or by any Governmental Authority, which, in each case, would reasonably be expected to have a Material Adverse Effect on the Company. There is no unsatisfied judgment or open injunction binding upon the Company that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. There is no Action that the Company has pending against any other Person. The Company holds all Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect.

6.8           Financial Statements. The Company is a newly formed entity and has not prepared any financial statements. Except as set forth on Section 6.8 of the Company Disclosure Schedules and the Liabilities incurred in connection with this Agreement, the Ancillary Documents to which the Company is a party and the Transactions, the Company has not incurred any material Liabilities. The Company has not conducted business or entered into any transaction other than the transactions related to or contemplated hereby, including the Add-On Investments.

6.9           Absence of Certain Changes. Except as set forth on Section 6.9 of the Company Disclosure Schedules or for actions expressly contemplated by this Agreement or any Ancillary Document, since its formation, no Target Company has been subject to a Material Adverse Effect.

6.10         Title to Assets. Each Target Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests and (c) Liens set forth on Section 6.10 of the Company Disclosure Schedules. The assets (including Intellectual Property rights and contractual rights) of the Target Companies constitute all of the assets, rights and properties that are used in the operation of the businesses of the Target Companies as it is now conducted or that are used or held by the Target Companies for use in the operation of the businesses of the Target Companies, and taken together, are adequate and sufficient for the operation of the businesses of the Target Companies as currently conducted.

6.11         Compliance with Laws. The Company (a) is, and has since its inception been, in compliance with all Laws applicable to it and the conduct of its business in all material respects, (b) has not received written notice alleging any violation of applicable Law in any material respect by the Company and (c) is not under investigation with respect to any violation or alleged violation of any Law or judgement, Order or decree of any court or Governmental Authority.

6.12         Benefit Plans.

(a)           No Target Company has, or has ever had, any Liability in respect of, any Benefit Plans.

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(b)           None of the Target Companies, or any of their ERISA Affiliates has, or has had, any liability with respect to a Multiemployer Plan, a “multiple employer plan” (as defined in Section 4063 or Section 4064 of ERISA), or a plan that is subject to Title IV of ERISA, in each case, with respect to any such plans in the U.S. None of the Target Companies has ever been a sponsoring employer of, associated with, or have any material liability in respect of a defined benefit pension plan in any non-U.S jurisdiction.

6.13         280G. No amount that could be received (whether in cash or property or the vesting of property) by any “disqualified individual” of the Company as a result of the consummation of the transactions contemplated by this Agreement (either alone or in combination with another event) could result in an “excess parachute payment” within the meaning of Section 280G of the Code.

6.14         Labor Representations.

(a)           No Target Company has any employees.

(b)           There is no former, pending, or to Knowledge of the Company, threatened in writing, proceeding by or on behalf of any employee of the Target Companies which, if adversely decided, would, individually or in the aggregate, create a material Liability for a Target Company.

(c)             To the extent the Target Companies at any time employed any employees, the Target Companies at all times operated in compliance in all material respects with all applicable Laws relating to employment, including, without limitation, all applicable Laws relating to wages, hours, classification of independent contractors and employees, collective bargaining and other protected concerted activity, employment discrimination, harassment, occupational safety and health, overtime, retaliation, whistleblower, holiday pay, immigration status, workers’ compensation, and the collection and payment of withholding, social security and employment Taxes.

6.15         Fund-Related Representations.

(a)           Investment Company. None of the Target Companies constitute an “investment company” under the Investment Company Act. The Parataxis Fund is neither registered as an investment company under the Investment Company Act nor is exempt from registration under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.

(b)           Parataxis Fund Contracts. With such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Target Companies, taken as a whole, each Parataxis Fund Contract is (i) in full force and effect and (ii) represents the legal, valid and binding obligation of the Target Company or the Subsidiary of any Target Company party thereto and, to the knowledge of the Target Companies, represents the legal, valid and binding obligations of the counterparties thereto.

(c)           No Violation. The execution, delivery and performance of this Agreement and the documents to which any Target Company is or will be a party contemplated hereby, and the consummation of the Transactions, do not and will not (A) violate any provision of, or result in the breach of, or default under the Organizational Documents of the Parataxis Fund, (B) violate any provision of, or result in the breach of, or default under any Law or Order applicable to the Parataxis Fund, or (C) result in the creation of any Lien upon any of the properties or assets of the Parataxis Fund, except, in the case of clauses (A), (B) and (C), to the extent that the occurrence of the foregoing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Target Companies, taken as a whole.

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(d)           No Consents. The Parataxis Fund is not required to obtain from any other Person (including but not limited to the investors in the Parataxis Fund) any consent, waiver, approval or authorization not already obtained, or provide notice not already provided to any such other Person, in connection with the execution, delivery and performance of this Agreement or any of the Ancillary Documents and the consummation of the Transactions, except where the failure to obtain such consents, waivers, approvals or authorizations not already obtained or deliver such notices not already delivered, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Target Companies, taken as a whole. The consummation of the Transactions contemplated hereby will not result in an “assignment” (as such term is defined under the Advisers Act) of any Parataxis Fund Contract for which the requisite consent has not already been obtained.

(e)           Parataxis Fund.

(i)            The Target Companies have made available to SPAC prior to the date of this Agreement (A) the Organizational Documents of the Parataxis Fund in effect as of the date hereof, and (B) agreements pursuant to which the relevant Target Company provides investment management or investment advisory services to the Parataxis Fund. For purposes of this clause (e)(i) only, “Organizational Documents” shall only include the limited partnership agreement or limited liability company agreement, respectively, and any material amendment thereto.

(ii)           The Parataxis Fund has been duly organized and is validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate, partnership, limited liability company, or similar power and authority to conduct its business as it is now being conducted. Each Parataxis Fund is duly licensed or qualified and in good standing as a foreign or extra-provincial entity 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 has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Target Companies, taken as a whole.

(iii)          The Parataxis Fund currently is operated in accordance with its respective investment objectives, policies and restrictions, as set forth in the applicable private placement memorandum or other applicable offering document of the Parataxis Fund, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Target Companies, taken as a whole.

(iv)          There is no liability, debt or obligation of or claim or judgment against the Parataxis Fund (whether direct or indirect, absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated, or due or to become due), except for liabilities and obligations (i) reflected or reserved for on the financial statements of the Parataxis Fund (or disclosed in the notes thereto) or (ii) that have arisen since the date of the most recent balance sheet in the ordinary course of the operation of business of the Parataxis Fund, or (iii) that has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Target Companies, taken as a whole. Notwithstanding the foregoing, nothing contained in this Section 6.15(e)(iv) shall be deemed to be a representation or warranty as to the adequacy or sufficiency of reserves or the effect of the adequacy or sufficiency of reserves on any line item, asset, liability or equity amount on any financial or other document.

(v)           Other than any “clawback” obligations, obligations described in the applicable Fund Documentation and such other obligations incurred in the ordinary course of business with respect to the Parataxis Fund, none of the Target Companies or Subsidiaries is liable in connection with, on behalf of or for any obligation to the Parataxis Fund that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Target Companies, taken as a whole.

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(vi)          No Target Company nor the Parataxis Fund has given any guarantee, warranty or assurance as to the future investment performance of the Parataxis Fund or the investment performance resulting from any Target Company’s investment management or investment advisory services.

6.16         Certain Business Practices.

(a)           No Target Company, nor, to the Knowledge of the Company, any of their respective Representatives acting on its behalf has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to government officials or employees, to political parties or campaigns or violated any provision of the applicable bribery Laws or (iii) made any other unlawful payment in violation of applicable bribery Laws. No Target Company, nor, to the Knowledge of the Company, any of their respective Representatives acting on its behalf has directly or indirectly, given or agreed to give any unlawful gift or benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder a Target Company or assist a Target Company in connection with any actual or proposed transaction.

(b)           To the Knowledge of the Company, the operations of the Target Companies are and have been conducted at all times in material compliance with money laundering Laws in all applicable jurisdictions, and no Action involving a Target Company with respect to any of the foregoing is pending or, to the Knowledge of the Company, threatened in writing.

(c)           No Target Company, nor, to the Knowledge of the Company, any of their respective directors, officers or employees acting on behalf of a Target Company, is currently identified on the specially designated nationals or other blocked person list, and no Target Company has, directly or knowingly indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any other Person, in connection with any sales or operations in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine or for the purpose of financing the activities of any Person currently subject to U.S. sanctions, in each case in violation of any U.S. sanctions administered by OFAC in the last five (5) years.

6.17         Insurance. The Target Companies have no insurance policies relating to the Target Companies or the business of the Target Companies or their business, properties, assets, directors, officers or employees.

6.18         Transactions with Affiliates. Section 6.18 of the Company Disclosure Schedules sets forth a true, correct and complete list of the Contracts and arrangements that are in existence as of the date of this Agreement under which there are any existing or future Liabilities or obligations between the Company and any (a) present or former director, officer, employee, direct equityholder or Affiliate of the Company or (b) record or beneficial owner of more than five percent (5%) of outstanding equity securities of the Company as of the date hereof.

6.19         Finders and Brokers. No broker, finder or investment banker or other Person is entitled to any brokerage, finder’s or other fee or commission from SPAC, Pubco, any Target Company or any of their respective Affiliates in connection with the Transactions contemplated hereby based upon arrangements made by or on behalf of a Target Company or any of their respective Affiliates.

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6.20         Preferred Equity Investment.

(a)           The Company has delivered to SPAC true, correct and complete copies of each of the Preferred Equity Investment Subscription Agreements entered into by the Company with the Preferred Equity Investors named therein as of the date of this Agreement. As of the date of this Agreement, other than the Preferred Equity Investment Subscription Agreements, there are no other agreements, side letters or arrangements between the Company and any Preferred Equity Investor relating to any Preferred Equity Investment Subscription Agreement that could materially and adversely affect the obligation of such Preferred Equity Investors to contribute to the Company the applicable portion of the Preferred Equity Investment amount set forth in the Preferred Equity Investment Subscription Agreement of such Preferred Equity Investors. As of the date of this Agreement, assuming the due authorization, execution and delivery by each other party thereto, all of the Preferred Equity Investment Subscription Agreements are in full force and effect and are legal, valid and binding obligations of the Company, enforceable in accordance with its terms, except as limited by the Enforceability Exceptions. As of the date of this Agreement, to the Knowledge of the Company, no Preferred Equity Investment Subscription Agreement has been withdrawn or terminated, amended or modified in writing in any respect. As of the date of this Agreement, the Company is not and, with the giving of notice, the lapse of time or both, would not be in default under any Preferred Equity Investment Subscription Agreements.

(b)           No fees, consideration or other discounts are payable or have been agreed to by the Company (including, from and after the Closing) to any Preferred Equity Investor in respect of the Preferred Equity Investment, except as set forth in the Preferred Equity Investment Subscription Agreements.

6.21         Information Supplied. None of the information supplied or to be supplied by the Company in writing expressly for inclusion or incorporation by reference: (a) in any Current Report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions; (b) in the Registration Statement; or (c) in the mailings or other distributions to SPAC’s or Pubco’s shareholders with respect to the consummation of the Transactions or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by the Company in writing expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by or on behalf of SPAC, the Merger Subs, Pubco or any of their respective Affiliates.

6.22         Independent Investigation. The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of SPAC and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of SPAC for such purpose. The Company acknowledges and agrees that in making its decision to enter into this Agreement and the Ancillary Documents and to consummate the Transactions contemplated hereby and thereby, it has relied solely upon its own investigation and the express representations and warranties of SPAC set forth in this Agreement (including the related portions of the SPAC Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto, and the information provided by or on behalf of SPAC for the Registration Statement.

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6.23         Real Property. No Target Company is a party to any lease, sublease, lease guarantee or other agreements relating to real property. No Target Company owns and has never owned any real property or any interest in real property.

6.24         Material Contracts.

(a)           Other than this Agreement and the Ancillary Documents to which the Company is a party as of the date hereof or such other Ancillary Documents that the Company shall execute after the date hereof and which are attached as exhibits hereto, Section 6.24(a) of the Company Disclosure Schedules set forth a true, correct and complete list of the Contracts to which the Company is a party or by which any of its properties or assets may be bound, subject or affected (each, a “Company Material Contract”). All Company Material Contracts have been made available to the Company.

(b)           With respect to each Company Material Contract: (i) the Company Material Contract was entered into at arms’ length and in the ordinary course of business; (ii) the Company Material Contract is legal, valid, binding and enforceable in all material respects against Company and, to the Knowledge of the Company the other parties thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions); (iii) the Company is not in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default in any material respect by the Company, or permit termination or acceleration by the other party, under such Company Material Contract; (iv) no party to a Company Material Contract has given written notice of or, to the Knowledge of the Company, threatened any potential exercise of termination rights with respect to any Company Material Contract and (v) to the Knowledge of the Company, no other party to any Company Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such other party, or permit termination or acceleration by the Company under any Company Material Contract.

(c)           Notwithstanding the foregoing, all Contracts relating to any Add-On Investments, including, for the avoidance of doubt, any letters of intent, term sheets or other preliminary agreements contemplated or entered into in connection with the Add-On Investments shall be deemed to be Company Material Contracts.

6.25         Taxes. No Target Company or any Affiliate thereof has taken any action (or permitted any action to be taken) or failed to take any action, nor is any such Person aware of any fact, plan or circumstance, which action, failure to act, fact, plan or circumstance would reasonably be expected to prevent the any of the transactions contemplated herein to fail to qualify for the Intended Tax Treatment. Each Target Company has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves have been established in accordance with GAAP. There are no audits, examinations, investigations, claims, assessments or other proceedings pending against any Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against any Target Company (other than, in each case, claims or assessments for which adequate reserves have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of Target Company’s assets, other than Permitted Liens. No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by any Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

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6.26         No Other Representations. Except for the representations and warranties expressly made by the Company in Article VI (as modified by the Company Disclosure Schedules) or as expressly set forth in any Ancillary Document, neither the Company nor any other Person on its behalf makes any express or implied representation or warranty with respect to the Company or its business, operations, assets or Liabilities, or the Transactions, and the Company hereby expressly disclaims any other representations or warranties, whether implied or made by the Company or any of its Representatives. The Company acknowledges that, except for the representations and warranties expressly made by SPAC in Article IV, Pubco, SPAC Merger Sub and Company Merger Sub in Article V, none of SPAC, Pubco or the Merger Subs is making or has made, communicated or furnished (orally or in writing) any representation, warranty, projection, forecast, statement or information to the Company (including any opinion, information, projection or advice that may have been or may be provided to the Company or its Representatives by any Representative of SPAC, Pubco or the Merger Subs), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC, Pubco or the Merger Subs. The Company specifically disclaims that it is relying upon or has relied upon any such other representations and warranties that may have been made by any Person and acknowledges and agrees that SPAC, Pubco and the Merger Subs have specifically disclaimed any such other representations and warranties. Notwithstanding the foregoing provisions of this Section 6.26 nothing in this Section 6.26 shall limit SPAC’s remedies with respect to Fraud Claims in connection with, or arising out of this Agreement, the Ancillary Documents or the Transactions.

Article VIICOVENANTS

7.1           Access and Information.

(a)           During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), subject to Section 7.13, each of the Company, Pubco and the Merger Subs shall give, and shall cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information of or pertaining to Pubco, the Target Companies or the Merger Subs, as SPAC or its Representatives may reasonably request regarding Pubco, the Target Companies or the Merger Subs and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause each of the Representatives of the Company, Pubco and the Merger Subs to reasonably cooperate with SPAC and its Representatives in their investigation; provided, however, that SPAC and its Representatives, in each case, shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, the Target Companies or the Merger Subs.

(b)           During the Interim Period, subject to Section 7.13, SPAC shall give, and shall cause its Representatives to give, the Company and Pubco and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information of or pertaining to SPAC or its Subsidiaries, as the Company or Pubco or their respective Representatives may reasonably request regarding SPAC, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause each of their respective Representatives to reasonably cooperate with the Company and Pubco and their respective Representatives in their investigation; provided, however, that the Company and Pubco and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC or any of its Subsidiaries.

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7.2           Conduct of Business of the Company, Pubco, and the Merger Subs.

(a)           Unless SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated, permitted or required by this Agreement or any Ancillary Document, including the Financing Transactions, or as set forth on Schedule 7.2(a), or as required by the Transactions (including the Preferred Equity Investment and the Bitcoin Acquisition) or applicable Law, the Company, Pubco and the Merger Subs shall (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply in all material respects with all Laws applicable to them and their respective businesses and assets, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, and to preserve the possession, control and condition of their respective material assets.

(b)           Without limiting the generality of Section 7.2(a) and except as contemplated, permitted or required by the terms of this Agreement or any Ancillary Document or as set forth on Schedule 7.2(a), or as required in connection with the Transactions (including the Preferred Equity Investment and the Bitcoin Acquisition) or by applicable Law, during the Interim Period, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), the Company, Pubco and the Merger Subs shall not, and shall cause its Subsidiaries to not:

(i)            amend, waive or otherwise change, in any respect, its Organizational Documents except for any amendment or change to the Pubco Organizational Documents pursuant to Section 7.18;

(ii)           amend, waive or otherwise change, in any respect, or terminate the Sponsor Support Agreement;

(iii)          authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities;

(iv)          split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

(v)           make any Add-On Direct Investment of $10,000,000 or more;

(vi)          other than an Add-On LP Investment, acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all of the assets or equity of, any corporation, partnership, association, joint venture or other business organization or division thereof;

(vii)         (x) take any action (or omit to take any action) under any transaction documents related to the Add-On Investments that would reasonably be expected to have a material and adverse effect on the transactions contemplated thereby, (y) fail to use reasonable best efforts to consummate the transactions contemplated by the Add-On Investments as promptly as practicable or (z) terminate or waive any right under the Add-On Investments;

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(viii)        other than an Add-On LP Investment, incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $500,000 individually or $1,000,000 in the aggregate, make a loan or advance to or investment in any third party (other than advancement of expenses to employees in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability or obligation of any Person in excess of $500,000 individually or $1,000,000 in the aggregate;

(ix)           make or rescind any material election relating to Taxes, settle any Action relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP;

(x)            fail to maintain its books, accounts and records in all material respects in the ordinary course of business;

(xi)           sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights;

(xii)          other than an Add-On Investment, establish any Subsidiary or enter into any new line of business;

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

(xiv)        (A) grant any increase in the base salary or wages, bonus opportunity, or other compensation or benefits payable to any employee in excess of fifty percent (50%) of the current value of such wages, bonus opportunity or other compensation or benefits; or (B) hire or engage any employee or non-employee individual service provider at a rate of salary, wages or other compensation in excess of $500,000 on an annualized basis, other than for the positions of (x) chief financial officer, (y) chief operating officer and (z) general counsel;

(xv)         enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company, Pubco or the Merger Subs;

(xvi)        take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with this Agreement;

(xvii)       enter into, amend, waive or terminate (other than terminations in accordance with their terms) any material transaction with any Related Person (other than compensation and benefits and advancement of expenses);

(xviii)      make capital expenditures in excess of $5,000,000;

(xix)         make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with its outside auditors;

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(xx)          enter into any Contract, agreement, understanding or arrangement with (a) any present or former director, officer, employee, direct equity holder or Affiliate of the Company or (b) record or beneficial owner of more than five percent (5%) of outstanding equity securities of the Company as of the date hereof; or

(xxi)         authorize or agree to do any of the foregoing actions.

7.3           Conduct of Business of SPAC.

(a)           Unless the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated, permitted or required by this Agreement or any Ancillary Document or as set forth Schedule 7.3(a), or as required in connection with the Transactions or applicable Law, SPAC shall (i) conduct its businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to SPAC and its businesses, assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, its business organizations.

(b)           Without limiting the generality of Section 7.3(a) and except as contemplated by the terms of this Agreement or any Ancillary Document or as set forth on Schedule 7.3(a), or as required by the Transactions or applicable Law, during the Interim Period, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), SPAC shall not, and shall cause its Subsidiaries to not:

(i)            amend, waive or otherwise change, in any respect, its Organizational Documents;

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

(iii)          split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

(iv)          incur, create, assume, prepay, repay or otherwise become liable for any Indebtedness (directly, contingently or otherwise), fees or expenses, in excess of $250,000 individually or $500,000 in the aggregate, make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; provided that, this Section 7.3(b)(iv) shall not prevent SPAC from borrowing funds necessary to finance its ordinary course administrative costs and expenses and SPAC Expenses;

(v)           make or rescind any material election relating to Taxes, settle any Action relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP;

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(vi)          amend, waive or otherwise change the Trust Agreement;

(vii)         amend or otherwise modify, terminate, waive or assign or delegate (as applicable) any right or obligation under any SPAC Material Contract or enter into any new Contract that would be a SPAC Material Contract;

(viii)        fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

(ix)           establish any Subsidiary or enter into any new line of business;

(x)            revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP, and after consulting SPAC’s outside auditors;

(xi)           waive, release, assign, settle or compromise any Action (including any Action relating to this Agreement or the Transactions), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, SPAC) not in excess of $250,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the SPAC Financials;

(xii)         acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, company, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business;

(xiii)         adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than with respect to the SPAC Merger);

(xiv)        voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $250,000 individually or $500,000 in the aggregate (including the incurrence of any SPAC Expenses) other than pursuant to the terms of a Contract (a) in existence as of the date of this Agreement and disclosed to the Company (including in the SEC Reports) or (b) entered into in the ordinary course of business or in accordance with the terms of this Section 7.3 during the Interim Period;

(xv)         sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights;

(xvi)        other than the SPAC Loans or as expressly required by the Sponsor Support Agreement, enter into, renew, amend, waive or terminate (other than terminations in accordance with their terms) any Contracts or transactions with any Related Person;

(xvii)       take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with this Agreement; or

(xviii)      authorize or agree to do any of the foregoing actions.

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7.4           Annual and Interim Financial Statements.

(a)           As promptly as practicable after the date of this Agreement but in no event later than forty-five (45) days after the date of this Agreement (“Audit Delivery Date”), the Company shall deliver to SPAC, the audited and/ or reviewed consolidated financial statements of the Target Companies and Pubco (including, in each case, any related notes thereto), that are required for the initial filing of the Registration Statement pursuant to the Securities Act and the rules and regulations promulgated thereunder (“Required FinancialStatements”); provided, however, that the Audit Delivery Date shall be automatically extended for a period of fifteen (15) days (or such longer period as the Company and SPAC may mutually agree in writing) if the Company is cooperating in good faith with its auditors to deliver the Required Financial Statements. Such financial statements shall fairly present the financial position and results of operations of the Target Companies as of the dates or for the periods indicated, in accordance with GAAP. The financial statements, if required to be audited, shall each be audited in accordance with PCAOB auditing standards by a PCAOB qualified auditor.

(b)           During the Interim Period, as soon as reasonably practicable following the end of each three-month quarterly period of each fiscal year (other than the last three-month period), and in any event no later than forty five (45) days thereafter, and to the extent required for the Registration Statement pursuant to the Securities Act and the rules and regulations promulgated thereunder, the Company and Pubco shall deliver to SPAC the unaudited consolidated financial statements of the Target Companies and Pubco, as applicable, consisting of the consolidated balance sheet of the Target Companies and Pubco, as applicable as of the end of such three-month period (and most recent year end), and the related unaudited consolidated income statement, changes in shareholder equity and statement of cash flows for the year to date period of such fiscal year for such fiscal quarter (subject to normal and recurring year-end adjustments and the absence of footnotes).

(c)           During the Interim Period, as soon as reasonably practicable following the end of each fiscal year, and in any event no later than ninety (90) days thereafter, and to the extent required for the Registration Statement pursuant to the Securities Act and the rules and regulations promulgated thereunder, the Company and Pubco shall deliver to SPAC the audited consolidated financial statements of the Target Companies and Pubco, consisting of the consolidated audited balance sheet of the Target Companies or Pubco, as applicable, as of the end of such twelve-month period, and the related audited consolidated income statement, changes in shareholder equity and statement of cash flows for the fiscal year then ended. Such audited financial statements shall be audited in accordance with PCAOB auditing standards by a PCAOB qualified auditor and shall fairly present the financial position and results of operations of the Target Companies and Pubco, as applicable, as of the dates or for the periods indicated, in accordance with GAAP.

(d)           During the Interim Period, the Company and Pubco shall: (i) assist, 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 and Pubco, SPAC in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements ) that are required to be included in the Registration Statement, the Current Report on Form 8-K pursuant to the Exchange Act and any other filings to be made by the Company, Pubco or SPAC with the SEC in connection with (x) the Transactions and (y) any other recent or probable acquisition by any of the Target Companies or Pubco, in each case, as would be required by Rule 3-05 and Article 11 of Regulation S-X under the Securities Act in a Current Report on Form 8-K, including: (A) all business information and summary financial information of the Target Companies and Pubco provided for inclusion in the Registration Statement and the Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions; and (B) management’s discussion and analysis of financial condition and results of operations prepared in accordance with Item 303 of Regulation S-K of the SEC as necessary for inclusion in the Registration Statement and the Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions (including customary pro-forma financial information); and (ii) obtain the consents of its auditors as may be required by applicable Law or required or requested by the SEC.

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7.5           SPAC Public Filings. During the Interim Period, SPAC will (i) keep current and timely file all of the public filings required to be filed by it with the SEC under the Exchange Act and the Securities Act and otherwise comply in all material respects with applicable securities Laws and shall use its reasonable best efforts prior to the Closing to maintain the listing of the SPAC Public Units, SPAC Class A Ordinary Shares and SPAC Public Warrants on NYSE; provided, that the Parties acknowledge and agree that from and after the Closing, the Parties intend to list on NYSE only the shares of Pubco Class A Stock and Pubco Public Warrants, and (ii) reasonably cooperate with Pubco to cause the shares of Pubco Class A Stock and Pubco Public Warrants to be issued in connection with the Mergers to be approved for listing on NYSE as of the Closing Date.

7.6           No Solicitation.

(a)           For purposes of this Agreement, (i) an “Acquisition Proposal” means any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any Person or group at any time relating to an Alternative Transaction, and (ii) an “Alternative Transaction” means (A) with respect to the Company, Pubco, the Merger Subs and their respective Affiliates, a transaction (other than the Transactions contemplated by this Agreement and any Ancillary Document) concerning the sale of (x) all or any material part of the business or assets of the Target Companies (other than in the ordinary course of business consistent with past practice) or (y) any of the membership interests or other equity interests or profits of the Target Companies, in any case, whether such transaction takes the form of a sale of membership interests or other equity interests in the Company, assets, merger, consolidation, issuance of debt securities, management Contract, joint venture or partnership, or otherwise, (B) with respect to the Company and its Subsidiaries, the sale of any portion of Bitcoin, and only if such sale would materially and adversely affect the value of Transactions, and (C) with respect to SPAC and its Affiliates, a transaction (other than the Transactions contemplated by this Agreement) concerning a Business Combination involving SPAC.

(b)           During the Interim Period, in order to induce the other Parties to continue to commit to expend management time and financial resources in furtherance of the Transactions contemplated hereby, each Party shall not, and shall cause its Representatives to not, without the prior written consent of the Company and SPAC, directly or indirectly, (i) solicit, assist, initiate, continue or facilitate the making, submission or announcement of, or intentionally encourage, any Acquisition Proposal, (ii) furnish any non-public information regarding such Party or its Affiliates or their respective businesses, operations, assets, Liabilities, financial condition, prospects or employees to any Person or group (other than a Party to this Agreement or their respective Representatives) in connection with or in response to an Acquisition Proposal, (iii) engage or participate in discussions or negotiations with any Person or group with respect to, or that is intended or could reasonably be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal, or (vi) release any third Person from, or waive any provision of, any confidentiality agreement to which such Party is a party.

(c)           Each Party shall notify the others as promptly as practicable (and in any event within 48 hours) orally and in writing of the receipt by such Party or any of its Representatives of (i) any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations that could reasonably be expected to result in an Acquisition Proposal, and (ii) any request for non-public information relating to such Party or its Affiliates, specifying in each case, the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral) and the identity of the party making such inquiry, proposal, offer or request for information, subject to applicable confidentiality restrictions. Each Party shall keep the others promptly informed of the status of any such inquiries, proposals, offers or requests for information. During the Interim Period, each Party shall, and shall cause its Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any Person with respect to any Acquisition Proposal and shall, and shall direct its Representatives to, cease and terminate any such solicitations, discussions or negotiations.

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7.7           No Trading.

(a)           Each of the Company, Pubco and the Merger Subs acknowledge and agree that it is aware, and that their respective Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of SPAC, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and NYSE promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco and the Merger Subs each hereby agree that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of SPAC (other than pursuant to the Transactions), communicate such information to any third party, take any other action with respect to SPAC in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

(b)           Each of the Company, Pubco and SPAC acknowledges and agrees that it is aware, and that their respective Affiliates are aware (and each of their respective Representatives are aware or, upon receipt of any material nonpublic information of a Target Company or an Investment Target, will be advised), of the restrictions imposed by Federal Securities Laws and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. Each of the Company, Pubco and SPAC hereby agrees that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of an Investment Target (other than pursuant to the Transactions), communicate such information to any third party, take any other action with respect to Investment Target in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

7.8           Notification of Certain Matters. During the Interim Period, each Party shall give prompt notice to the other Parties if such Party or its Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the Transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the Transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to set forth in Article VIII not being satisfied or the satisfaction of those conditions being materially delayed; or (e)  becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the Transactions. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached. During the Interim Period, the Company shall promptly notify SPAC and its Representatives if it would reasonably be expected that (i) the conditions under an Add-On Investment will not be satisfied or waived in accordance with their terms or (ii) an Add-On Investment will not otherwise be consummated for any reason, including as a result of breach or termination.

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7.9           Efforts.

(a)           Subject to the terms and conditions of this Agreement, each Party shall use its reasonable best efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate the Transactions contemplated by this Agreement (including the receipt of all applicable Consents of, or termination of all applicable waiting periods by, Governmental Authorities) and to comply as promptly as practicable with all requirements or conditions of Governmental Authorities applicable to the Transactions contemplated by this Agreement.

(b)           In furtherance and not in limitation of Section 7.9(a), to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each Party agrees to make any required filing or application under Antitrust Laws, as applicable, with respect to the Transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. The Parties agree to use their reasonable best efforts to make all required filings under Antitrust Laws no later than thirty (30) days after the initial filing of the Registration Statement. Each Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions contemplated by this Agreement under any Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other Party or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other Parties reasonably informed of any communication received by such Party or its Representatives from, or given by such Party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions contemplated by this Agreement; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Party’s Representative is prohibited from participating in or attending any meetings or conferences, the other Parties shall keep such Party promptly and reasonably apprised with respect thereto; and (v) use reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

(c)           As soon as reasonably practicable following the date of this Agreement, the Parties shall reasonably cooperate with each other and use (and shall cause their respective Affiliates to use) their respective reasonable best efforts to prepare and file with Governmental Authorities requests for approval of the Transactions contemplated by this Agreement and shall use all commercially reasonable efforts to have such Governmental Authorities approve the Transactions contemplated by this Agreement. Each Party shall give prompt written notice to the other Parties if such Party or any of its Representatives receives any notice from such Governmental Authorities in connection with the Transactions contemplated by this Agreement, and shall promptly furnish the other Parties with a copy of such Governmental Authority notice. If any Governmental Authority requires that a hearing or meeting be held in connection with its approval of the Transactions contemplated hereby, whether prior to the Closing or after the Closing, each Party shall arrange for Representatives of such Party to be present for such hearing or meeting. If any objections are asserted with respect to the Transactions contemplated by this Agreement under any applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any of the Transactions contemplated by this Agreement or any Ancillary Document as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions contemplated hereby or thereby, the Parties shall use their reasonable best efforts to resolve any such objections or Actions so as to timely permit consummation of the Transactions contemplated by this Agreement and the Ancillary Documents, including in order to resolve such objections or Actions which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions contemplated hereby or thereby. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the Transactions contemplated by this Agreement, or any Ancillary Document, the Parties shall, and shall cause their respective Representatives to, reasonably cooperate with each other and use their respective reasonable best efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions contemplated by this Agreement or the Ancillary Documents.

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(d)           Prior to the Closing, each Party shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or other third Persons as may be necessary for the consummation by such Party or its Affiliates of the Transactions contemplated by this Agreement or required as a result of the execution or performance of, or consummation of the Transactions contemplated by, this Agreement by such Party or its Affiliates, and the other Parties shall provide reasonable cooperation in connection with such efforts.

7.10         Further Assurances. The Parties shall further cooperate with each other and use their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable Laws to consummate the Transactions contemplated by this Agreement as soon as reasonably practicable, including preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings.

7.11         The Registration Statement.

(a)           Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as promptly as practicable after delivery by the Company of the Required Financial Statements pursuant to Section 7.4(a), file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Stock and the Pubco Warrants to be issued under this Agreement to the holders of SPAC Securities and to Company Holders at the Effective Time, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders for the matters to be acted upon at the Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at an extraordinary general meeting of SPAC Shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combination, (ii) as a special resolution, the approval of the SPAC Merger, (iii) the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory to SPAC and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive Plan, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and (vi) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, (the approvals described in foregoing clauses (i) through (vi), collectively, the “SPAC Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viii) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE. If on the date for which the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consent. In connection with the Registration Statement, SPAC, Pubco and the Company will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and Articles, the Cayman Act and the rules and regulations of the SEC and NYSE. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco with such information concerning the Target Companies and their respective equityholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

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(b)           SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC, and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC, Pubco and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the SPAC Memorandum and Articles; provided, that Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, which consent shall not to be unreasonably withheld, conditioned or delayed.

(c)           SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or their counsel in discussions with the SEC.

(d)           As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC shall set a record date for the Extraordinary General Meeting and distribute the Registration Statement to the SPAC Shareholders and, pursuant thereto, shall call and convene the Extraordinary General Meeting for a date no later than thirty (30) days following the effectiveness of the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall not change, withdraw, withhold, qualify or modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”).

(e)           If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment.

(f)            SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSE, the SPAC Memorandum and Articles and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, the Extraordinary General Meeting and the Redemption.

7.12         Public Announcements.

(a)            The Parties agree that during the Interim Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the Transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent (not be unreasonably withheld, conditioned or delayed) of SPAC, Pubco and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance; provided that nothing shall prevent the Parties from issuing any press releases or making any public announcements about the Transactions containing information that has already been made public by the Parties.

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(b)           The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, SPAC shall file a Current Report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing, provided that SPAC provides the Company with a reasonable period of time to complete such review, comment and approval prior thereto. The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, Pubco shall file a Current Report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the SPAC Representative and Seller Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the Transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the Transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the Transactions contemplated hereby. Furthermore, nothing contained in this Section 7.12 shall prevent SPAC, Pubco and the Company from furnishing customary or other reasonable information concerning the Transactions to their investors and prospective investors that is substantively consistent with public statements previously consented to by the other Parties in accordance with this Section 7.12.

7.13         Confidential Information.

(a)           Each of Company, Pubco, the Merger Subs and Seller Representative each hereby agree that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article IX, for a period of two (2) years after such termination, they shall, and shall cause their respective Representatives to: (i) treat and hold in strict confidence any SPAC Confidential Information, and will not use for any purpose (except in connection with the consummation of the Transactions contemplated by this Agreement or the Ancillary Documents, performing their obligations hereunder or thereunder or enforcing their rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the SPAC Confidential Information without SPAC’s prior written consent; and (ii) in the event that the Company, Pubco, the Merger Subs and the Seller Representative or any of their respective Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with Article IX, for a period of two (2) years after such termination, becomes legally compelled to disclose any SPAC Confidential Information, (A) provide SPAC to the extent legally permitted with prompt written notice of such requirement so that SPAC or an Affiliate thereof may seek, at SPAC’s cost, a protective Order or other remedy or waive compliance with this Section 7.13(a), and (B) in the event that such protective Order or other remedy is not obtained, or SPAC waives compliance with this Section 7.13(a), furnish only that portion of such SPAC Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded to such SPAC Confidential Information. In the event that this Agreement is terminated and the Transactions contemplated hereby are not consummated, the Company, Pubco, the Merger Subs and the Seller Representative shall, and shall cause their respective Representatives to, promptly deliver to SPAC or destroy (at the Company’s election) any and all copies (in whatever form or medium) of SPAC Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon; provided, however, that the Company, Pubco, the Merger Subs and the Seller Representative and their respective Representatives shall be entitled to keep any records required by applicable Law or bona fide record retention policies; and provided, further, that any SPAC Confidential Information that is not returned or destroyed shall remain subject to the confidentiality obligations set forth in this Agreement. Notwithstanding the foregoing, SPAC, the SPAC Representative and their respective Representatives shall be permitted to disclose any and all SPAC Confidential Information to the extent required by the Federal Securities Laws.

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(b)           Each of SPAC and SPAC Representative hereby agree that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article IX, for a period of two (2) years after such termination, it shall, and shall cause its Representatives to: (i) treat and hold in strict confidence any Company Confidential Information, and will not use for any purpose (except in connection with the consummation of the Transactions contemplated by this Agreement or the Ancillary Documents, performing its obligations hereunder or thereunder or enforcing its rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Company Confidential Information without the Company’s prior written consent; and (ii) in the event that SPAC or the SPAC Representative or any of their respective Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with Article IX, for a period of two (2) years after such termination, becomes legally compelled to disclose any Company Confidential Information, (A) provide the Company to the extent legally permitted with prompt written notice of such requirement so that the Company may seek, at the their sole expense, a protective Order or other remedy or waive compliance with this Section 7.13(b) and (B) in the event that such protective Order or other remedy is not obtained, or the Company waive compliance with this Section 7.13(b), furnish only that portion of such Company Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded to such Company Confidential Information. In the event that this Agreement is terminated and the Transactions contemplated hereby are not consummated, SPAC shall, and shall cause its Representatives to, promptly deliver to the Company or destroy (at SPAC’s election) any and all copies (in whatever form or medium) of Company Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon; provided, however, that SPAC and its Representatives shall be entitled to keep any records required by applicable Law or bona fide record retention policies; and provided, further, that any Company Confidential Information that is not returned or destroyed shall remain subject to the confidentiality obligations set forth in this Agreement. Notwithstanding the foregoing, SPAC and its Representatives shall be permitted to disclose any and all Company Confidential Information to the extent required by the Federal Securities Laws.

7.14         Post-Closing Pubco Board of Directors and Executive Officers.

(a)           The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of five (5) persons, including (i) three (3) persons who are designated, prior to the Closing, by the Company according to the terms of the Governance Term Sheet, a majority of whom shall be required to qualify as an independent director under NYSE rules, (ii) one (1) person who is designated, prior to the Closing, by SPAC (the “SPAC Director”), and (iii) the chief executive officer of Pubco. At the Closing, Pubco will provide each member of the Post-Closing Pubco Board with a customary director indemnification agreement, in form and substance reasonably acceptable to such director, Pubco, SPAC and the Company.

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(b)           The Parties shall take all action necessary, so that the individuals serving as the chief executive officer and chief financial officer, respectively, of Pubco immediately after the Closing will be the same individuals (in the same office) as that of the Company immediately prior to the Closing (unless, at its sole discretion, the Company desires to appoint another qualified person to either such role, in which case, such other person identified by the Company shall serve in such role).

(c)           The Parties shall take all action necessary so that immediately after the Closing, the SPAC Director is a member of the audit committee and compensation committee of the Post-Closing Pubco Board.

7.15         Indemnification of Directors and Officers; Tail Insurance.

(a)           The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of SPAC, the Company, Pubco or the Merger Subs (the “D&O Indemnified Persons”) as provided in their respective Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and SPAC, the Company, Pubco or the Merger Subs, in each case as in effect on the date of this Agreement, shall survive the Closing and shall continue in full force and effect from and after the Effective Time in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Effective Time, Pubco (i) shall cause the Organizational Documents of Pubco, SPAC and the Company to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the Organizational Documents of SPAC, the Company, Pubco and the Merger Subs to the extent permitted by applicable Law and (ii) shall perform and discharge, or cause to be discharged, all obligations to provide such indemnity, exculpation and advancement of expenses during such six (6) year period. The provisions of this Section 7.15(a) shall survive the Closing indefinitely and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives. The provisions of this Section 7.15(a) shall be binding, jointly and severally, on Pubco and all its successors and assigns. In the event that Pubco or any of its successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Pubco shall ensure that proper provision shall be made so that the successors and assigns of Pubco shall assume or succeed to the obligations set forth in this Section 7.15(a).

(b)           Prior to the Effective Time, SPAC shall obtain and Pubco shall fully pay the premium for a “tail” insurance policy under SPAC’s existing insurance policy for the benefit of SPAC’s directors and officers that provides coverage for up to a six-year period from and after the Effective Time for events occurring prior to the Effective Time (the “D&O Tail Insurance”), on terms substantially equivalent to and in any event not less favorable in the aggregate than SPAC’s existing coverage (or, if substantially equivalent insurance coverage is unavailable, the best available coverage), except that in no event shall Pubco be required to pay an annual premium for such insurance in excess of two hundred (200%) of the aggregate annual premium currently payable by SPAC with respect to such current policy; provided, that, if the annual premium of such insurance coverage exceeds such amount, SPAC shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amount from insurance carriers with the same or better credit rating as SPAC’s current insurance provider. Pubco and its Subsidiaries shall, for a period of six (6) years after the Effective Time, maintain the D&O Tail Insurance in effect and shall continue to honor the obligations thereunder and timely pay or cause to be paid all premiums with respect to the D&O Tail Insurance after the Closing.

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7.16         Use of Proceeds.

(a)           Upon satisfaction or waiver of the conditions set forth in Article VIII and provision of notice thereof to the Trustee (which notice SPAC shall provide to the Trustee in accordance with the terms of the Trust Agreement), in accordance with and pursuant to the Trust Agreement, at the Closing, SPAC shall (i) cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (ii) cause the Trustee to, and the Trustee shall thereupon be obligated to, (x) pay as and when due all amounts payable to former SPAC Shareholders pursuant to the Redemption and (y) pay all remaining amounts, less the fees and costs incurred by the Trustee in accordance with the Trust Agreement, then available in the Trust Account in accordance with Section 7.16(b).

(b)           The Parties agree that, at the Closing, upon satisfaction or waiver of the conditions set forth in Article VIII, the funds in the Trust Account (after taking into account payments for the Redemption) and the net proceeds of the Transaction Financing shall be used to pay or reimburse (i) first, the Expenses pursuant to and in accordance with Section 11.5, (ii) second, any premiums for the D&O Tail Insurance and (iii) third, amounts used to purchase Bitcoin to be held by Pubco. Any remaining cash in the Trust Account and remaining net proceeds of the Transaction Financing shall be disbursed to the Company or Pubco and used for working capital and general corporate purposes.

7.17         Delisting and Deregistration. The Parties shall take all actions necessary or reasonably requested by another Party to cause the SPAC Public Units, SPAC Class A Ordinary Shares and SPAC Public Warrants to be delisted from NYSE (or be succeeded by the shares of Pubco Class A Stock and Pubco Public Warrants, respectively) and to terminate the SPAC’s registration with the SEC pursuant to Sections 12(b), 12(g) and 15(d) of the Exchange Act (or be succeeded by Pubco) as of the Closing Date.

7.18         Pubco A&R Organizational Documents. At or prior to the Closing, Pubco shall amend and restate the Pubco Organizational Documents (the “Pubco A&R Organizational Documents”) to incorporate the terms of the Governance Term Sheet and otherwise on terms that are satisfactory to the Company and SPAC, each acting reasonably.

7.19         Amendment and Restatement of Founder Registration Rights Agreement. SPAC, Pubco and the Company shall amend and restate the Founder Registration Rights Agreement, effective as of the Closing, substantially in the form of the Amended and Restated Registration Rights Agreement.

7.20         Financing Transactions.

(a)           Pubco shall use reasonable best efforts to take all actions and do all things necessary, proper or advisable to consummate the transactions contemplated by the Financing Agreements on the terms and conditions described therein, including maintaining in effect the Financing Agreements, and exercising its right to specifically enforce the Financing Agreements pursuant to the terms thereof.

(b)           The Company shall use reasonable best efforts to take all actions and do all things necessary, proper or advisable to consummate the transactions contemplated by the Preferred Equity Investment Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Preferred Equity Investment Subscription Agreements, and exercising its right to specifically enforce the Preferred Equity Investment Subscription Agreements pursuant to the terms thereof.

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7.21         Transaction Financing.

(a)           Without limiting anything to the contrary contained herein, during the Interim Period, SPAC, the Company and Pubco may, but shall not be required to, enter into additional financing agreements (any such agreements, the “Additional Financing Agreements” and, together with the Preferred Equity Investment Subscription Agreements and the SEPA Documents, the “Financing Agreements”) on such terms and structuring (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise), and using such strategy, placement agents and approach, as SPAC and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) (collectively, the “Additional FinancingTransactions” and, together with the Initial Financing Transactions, the “Transaction Financing”).

(b)           SPAC, the Company and Pubco shall, and shall cause their respective Representatives to, reasonably cooperate with the others in connection with such Additional Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPAC). Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise approved in writing by the Company and SPAC (each of which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the following actions that would not materially increase conditionality or impose any new material obligation on the Company, Pubco or SPAC, during the Interim Period, SPAC, the Company and Pubco shall not (i) reduce the committed investment amount to be received by SPAC, Pubco or the Company under any Financing Agreement or reduce or impair the rights of SPAC, the Company or Pubco under any Financing Agreement or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Financing 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). SPAC, Pubco and the Company shall use their commercially reasonable efforts to consummate the Transaction Financing in accordance with the Financing Agreements.

7.22         Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, excise, recording, registration, VAT and other such similar Taxes (including any penalties and interest) that become payable in connection with or by reason of the execution of this Agreement and the Transactions (“Transfer Taxes”) (excluding, for the avoidance of doubt, the Redemption) shall be borne and paid by Pubco following the Effective Time. The Parties shall reasonably cooperate to minimize or reduce any Transfer Taxes to the extent permitted under applicable law. The Parties shall cooperate to file all necessary Tax Returns with respect to all such Taxes, and, if required by applicable Law, the Company and SPAC shall join in the execution of any such Tax Returns.

7.23         Warrant Agreement. Immediately prior to the Effective Time, Pubco, SPAC, and Trustee shall enter into an assignment and assumption agreement pursuant to which SPAC will assign to Pubco all of its rights, interests, and obligations in and under the SPAC Warrants and the terms and conditions of the SPAC Warrants shall be amended and restated (the “Amended and Restated Public Warrant Agreement”) to, among other things, reflect the assumption of the SPAC Public Warrants by the Company as set forth in Section 2.9(b)(iii).

7.24         Bitcoin Acquisition.

(a)           Within fifteen (15) days following delivery by the Company to Galaxy of the Preferred Equity Investment Gross Cash Proceeds pursuant to the Preferred Equity Investment, the Company shall instruct Galaxy to purchase the Initial Purchased Bitcoin which shall be placed into a custodial account with Anchorage Digital Bank, N.A serving as the custodian (the “Custodian”). Within two (2) days following the date upon which all of the Initial Purchased Bitcoin has been purchased, the Company shall deliver to SPAC, a trade confirmation (the “Trade Confirmation”) from the Custodian setting forth the time weighted average price for the period of time during which the Bitcoin Acquisition occurred.

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(b)           At the Closing, the Initial Purchased Bitcoin shall be contributed to Pubco, and the Initial Purchased Bitcoin shall be placed in a custodial account for the benefit of Pubco with a custodian to be mutually agreed upon prior to the Closing by SPAC and the Company.

7.25         Shared Services Agreement. At the Closing, the Company and Pubco shall enter into the Shared Services Agreement with PCM, substantially in the form set forth on Exhibit I.

7.26         Policy Relating to Business and Strategic Purpose. At the Closing, Pubco shall adopt the Policy Relating to Business and Strategic Purpose, substantially in the form set forth on Exhibit G.

Article VIIICLOSING CONDITIONS

8.1           Conditions to Each Party’s Obligations. The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or written waiver (where permissible) by the Company and SPAC of the following conditions:

(a)           Required Shareholder Approval. The SPAC Shareholder Approval Matters that are submitted to the vote of the shareholders of SPAC at the Extraordinary General Meeting in accordance with the Proxy Statement shall have been approved by the requisite vote of the shareholders of SPAC at the Extraordinary General Meeting in accordance with the SPAC Memorandum and Articles, applicable Law and the Proxy Statement (the “RequiredShareholder Approval”).

(b)           No Law or Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is then in effect and which has the effect of making the transactions or agreements contemplated by this Agreement illegal or which otherwise prevents or prohibits consummation of the Transactions.

(c)           Registration Statement. The Registration Statement shall have been declared effective by the SEC and shall remain effective as of the Closing.

(d)           Requisite Regulatory Approvals. All Consents required to be obtained from or made with any Governmental Authority listed on Schedule 8.1(d) (collectively, “Regulatory Approvals”), in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

(e)           NYSE Listing. The shares of Pubco Class A Stock and the Pubco Public Warrants shall have been approved for listing on Nasdaq or NYSE, subject only to notice of issuance.

8.2           Conditions to Obligations of the Company, Pubco and the Merger Subs . In addition to the conditions specified in Section 8.1, the obligations of the Company, Pubco and the Merger Subs to consummate the Transactions are subject to the satisfaction or written waiver by the Company of the following conditions:

(a)           Representations and Warranties.

(i)            The SPAC Fundamental Representations (other than Section 4.5(a)) shall be true and correct (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect) in all material respects on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for those SPAC Fundamental Representations that address matters only as of a particular date (which SPAC Fundamental Representations shall have been true and correct in all material respects as of such date).

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(ii)           The representations and warranties of SPAC contained in Section 4.5(a) shall be true and correct in all but de minimis respects as of the Closing Date, except for those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been true and correct in all but de minimis respects as of such date).

(iii)          Each of the representations and warranties of SPAC contained in this Agreement (other than the SPAC Fundamental Representations) shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for (x) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been true and correct as of such date) and (y) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, SPAC.

(b)           Agreements and Covenants. SPAC shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Closing Date.

(c)           No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to SPAC since the date of this Agreement which is continuing and uncured.

(d)           Sponsor Support Agreement. Each of the covenants of the Sponsor required under the Sponsor Support Agreement to be performed as of or prior to the Closing shall have been performed in all material respects.

(e)           Certain Ancillary Agreements. The Employment Agreement and the Sponsor Letter Agreement shall be in full force and effect as of the Closing.

(f)            SPAC Conversion. The Conversion shall have been consummated in accordance with Section 2.7.

(g)           Net Cash Proceeds. Upon the Closing, the net cash and cash equivalents delivered to Pubco in connection with the Transactions (after giving effect to the completion and payment of the Redemption and payment of SPAC Expenses and Company Expenses) including (i) funds remaining in the Trust Account and (ii) net proceeds of the Transaction Financing, shall equal or exceed Twenty-Five Million Dollars ($25,000,000).

8.3           Conditions to Obligations of SPAC. In addition to the conditions specified in Section 8.1, the obligations of SPAC to consummate the Transactions are subject to the satisfaction or written waiver by SPAC of the following conditions:

(a)           Representations and Warranties.

(i)            The Company Fundamental Representations (other than Section 6.3(a)) and the Pubco and Merger Subs Fundamental Representations (other than Section 5.5(a)) shall be true and correct (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect) in all material respects on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for those Company Fundamental Representations or Pubco and Merger Subs Fundamental Representations that address matters only as of a particular date (which Company Fundamental Representations and Pubco and Merger Subs Fundamental Representations shall have been true and correct in all material respects as of such date).

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(ii)           The representations and warranties of the Company, Pubco, the Merger Subs contained in Section 6.3(a) and Section 5.5(a) shall be true and correct in all but de minimis respects as of the Closing Date, except for those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been true and correct in all but de minimis respects as of such date).

(iii)          Each of the representations and warranties of the Company, Pubco and Merger Subs (other than the Company Fundamental Representations and Pubco and Merger Subs Fundamental Representations) shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for (a) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been true and correct as of such date) and (b) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, the Company or Pubco.

(b)           Agreements and Covenants. Each of the Company, Pubco and the Seller Representative shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Closing Date.

(c)           Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Company or Pubco since the date of this Agreement.

(d)           Certain Ancillary Agreement. The Employment Agreement and the Sponsor Letter Agreement shall be in full force and effect as of the Closing.

8.4           Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article VIII to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with respect to the Company, Pubco or the Merger Subs) to comply with or perform any of its covenants or obligations set forth in this Agreement.

Article IXTERMINATION AND EXPENSES

9.1           Termination. This Agreement may be terminated and the Transactions contemplated hereby may be abandoned at any time prior to the Closing as follows:

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

(b)           by written notice by SPAC or the Company if any of the conditions to the Closing set forth in Article VIII have not been satisfied or waived by the date that is nine (9) months from the date of this Agreement (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates of any representation, warranty, covenant or obligation under this Agreement was the primary cause of, or directly resulted in, the failure of the Closing to occur on or before the Outside Date;

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(c)           by written notice by either SPAC or the Company if a Governmental Authority of competent jurisdiction shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions contemplated by this Agreement, and such Order or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(c) shall not be available to a Party if the failure by such Party or its Affiliates to comply with any provision of this Agreement has been a substantial cause of, or substantially resulted in, such action by such Governmental Authority;

(d)           by written notice by the Company to SPAC, if (i) there has been a material breach by SPAC or the SPAC Representative of any of their respective representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of SPAC shall have become materially untrue or materially inaccurate, in any case, which would result in a failure of a condition set forth in Section 8.2(a) or Section 8.2(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to SPAC by the Company or (B) five (5) Business Days prior to the Outside Date; provided, that the Company shall not have the right to terminate this Agreement pursuant to this Section 9.1(d) if at such time the Company, Pubco, the Merger Subs or the Seller Representative is in material uncured breach of this Agreement;

(e)           by written notice by the Company to SPAC within ten (10) Business Days after there has been a Modification in Recommendation;

(f)            by written notice by SPAC to the Company, if (i) there has been a breach by the Company, Pubco, the Merger Subs or the Seller Representative of its representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of such Parties shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 8.3(a) or Section 8.3(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to the Company by SPAC or (B) five (5) Business Days prior to the Outside Date; provided, that SPAC shall not have the right to terminate this Agreement pursuant to this Section 9.1(f) if at such time SPAC or SPAC Representative is in material uncured breach of this Agreement; or

(g)           without prejudice to SPAC’s obligations under Section 7.11(d), by written notice by either SPAC or the Company to the other if the Extraordinary General Meeting is held (including any adjournment or postponement thereof) and has concluded, SPAC Shareholders have duly voted, and the Required Shareholder Approval was not obtained.

9.2           Effect of Termination. This Agreement may only be terminated in the circumstances described in Section 9.1 and pursuant to a written notice delivered by the applicable Party to the other applicable Parties, which sets forth the basis for such termination, including the provision of Section 9.1 under which such termination is made. In the event of the valid termination of this Agreement pursuant to Section 9.1, this Agreement shall forthwith become void, and there shall be no Liability on the part of any Party or any of their respective Representatives, and all rights and obligations of each Party shall cease, except: (i) Sections 7.12, 7.13, 10.1, Article XI and this Section 9.2 shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party from Liability for any Willful Breach of any representation, warranty, covenant or obligation under this Agreement or any Fraud Claim against such Party, in either case, prior to termination of this Agreement (in each case of clauses (i) and (ii) above, subject to Section 10.1). Without limiting the foregoing, and except as provided in Section 11.5 and this Section 9.2 (but subject to Section 10.1, and subject to the right to seek injunctions, specific performance or other equitable relief in accordance with Section 11.8), the Parties’ sole right prior to the Closing with respect to any breach of any representation, warranty, covenant or other agreement contained in this Agreement by another Party or with respect to the Transactions contemplated by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to Section 9.1.

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Article XWAIVERS AND RELEASES

10.1         Waiver of Claims Against Trust. Each of the Company, Pubco and the Merger Subs hereby represents and warrants that it has read the IPO Prospectus and understands that SPAC has established the Trust Account containing the proceeds of the IPO, from certain private placements occurring simultaneously with the IPO for the benefit of the holders of the SPAC Class A Ordinary Shares issued and sold in the IPO (the “PublicShareholders”) and that, except as otherwise described in the IPO Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their SPAC Class A Ordinary Shares in connection with the consummation of its initial Business Combination or in connection with an amendment to the SPAC Memorandum and Articles to extend SPAC’s deadline to consummate a Business Combination, (b) to the Public Shareholders if SPAC fails to consummate a Business Combination within twenty four (24) months after the closing of the IPO, subject to further extension by amendment to the SPAC Memorandum and Articles, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay any taxes and up to $100,000 in dissolution expenses, and (d) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, Pubco and the Merger Subs hereby agree on behalf of themselves and their Affiliates, notwithstanding anything to the contrary in this Agreement, that none of the Company, Pubco and the Merger Subs nor any of their respective 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), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, Pubco and the Merger Subs on behalf of themselves and their respective Affiliates hereby irrevocably waive any Released Claims that any such Party or any of its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements hereunder and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC or its Affiliates). The Company, Pubco and the Merger Subs each agree and acknowledge that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC to induce SPAC to enter in this Agreement, and the Company, Pubco, and the Merger Subs each further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable Law. To the extent the Company, Pubco or either Merger Sub or any of their respective Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to this Agreement or the Transactions, which proceeding seeks, in whole or in part, monetary relief against the Trust Account, each such Party hereby acknowledge and agree that such Party’s and its Affiliates’ sole remedy with respect to monetary relief shall be against funds held outside of the Trust Account and that such claim shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behalves or in lieu of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Nothing in this Section 10.1 shall amend, limit, alter, change, supersede or otherwise modify the right of the Company, Pubco and the Merger Subs to (a) bring any action or actions for specific performance, injunctive and/or other equitable relief or (b) bring or seek a claim for damages against SPAC, or any of its successors or assigns, for any breach of this Agreement (but such claim shall not be against the Trust Account or any funds distributed from the Trust Account). This Section 10.1 shall survive termination of this Agreement for any reason.

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10.2         Release and Covenant Not to Sue. Effective as of the Closing, to the fullest extent permitted by applicable Law, each Company Holder, on behalf of itself and its Affiliates that owns any share or other equity interest in or of such Company Holder (the “ReleasingPersons”), hereby releases and discharges the Company, SPAC, Pubco and the Merger Subs from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against such Parties arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from the Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against any of the Parties or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any Party pursuant to this Agreement or any Ancillary Document.

Article XIMISCELLANEOUS

11.1         Survival. Except as otherwise contemplated by Section 9.2 (Effect of Termination) and except in the case of any claim, action or liability against a party in respect of such Party’s Fraud, (a) the representations and warranties of the Parties contained in this Agreement (other than those representations and warranties set forth in Sections 4.19 (No Other Representations), 5.11 (No Other Representations), and 6.25 (No Other Representations)) or in any certificate or instrument delivered by or on behalf of the Parties pursuant to this Agreement shall not survive the Closing, and from and after the Closing, the Parties and their respective Representatives shall not have any further obligations, nor shall any claim be asserted or action be brought against any of the Parties or their respective Representatives with respect thereto and (b) the covenants and agreements made by the Parties in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms), including, for the avoidance of doubt, Section 2.16 (Withholding), Section 7.15 (Indemnification of Directors and Officers; Tail Insurance), Section 10.1 (Waiver of Claims Against Trust) and this Article XI.

11.2         Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (a) in person, (b) by facsimile, email or other electronic means, with affirmative confirmation of receipt (excluding out-of-office replies or other automatically generated responses), (c) one (1) Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (d) four (4) Business Days after being mailed, if sent by registered or certified mail, pre-paid 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):

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If to SPAC, Pubco, or the Merger Subs at or prior to the Closing, to:

SilverBox Corp IV

8701 Bee Cave Road

East Building, Suite 310

Austin, TX 78746

Attn: Dan Esters

Email: de@sbcap.com

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

Paul Hastings LLP

515 South Flower Street, 25^th^ Floor

Los Angeles, CA 90071

Attn: Jonathan Ko; Joseph C. Swanson; Andrew Goodman

Email: jonathanko@paulhastings.com; jswanson@paulhastings.com;

andrewgoodman@paulhastings.com

If to SPAC Representative, to:

SilverBox Sponsor IV LLC

8701 Bee Cave Road

East Building, Suite 310

Austin, TX 78746

Attn: Dan Esters

Email: de@sbcap.com

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

Paul Hastings LLP

515 South Flower Street, 25^th^ Floor

Los Angeles, CA 90071

Attn: Jonathan Ko; Joseph C. Swanson; Andrew Goodman

Email: jonathanko@paulhastings.com; jswanson@paulhastings.com;

andrewgoodman@paulhastings.com

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If to the Company at, prior to or after the Closing or to Pubco or SPAC after the Closing, to:

135 W. 50^th^ Street

Suite 200

New York, New York 10020

Attn: Edward Chin

Email: ed@parataxis.io

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

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105, USA

Attn: Meredith Laitner, Esq.; Trevor Okomba

Email: mlaitner@egsllp.com; tokomba@egsllp.com

If to Seller Representative, to:

135 W. 50^th^ Street

Suite 200

New York, New York 10020

Attn: Edward Chin

Email: ed@parataxis.io

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

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105, USA

Attn: Meredith Laitner, Esq.; Trevor Okomba

Email: mlaitner@egsllp.com; tokomba@egsllp.com

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11.3         Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Other than with respect to the Mergers, this Agreement shall not be assigned by any Party by operation of Law or otherwise without the prior written consent of (i) in the case of the Company, SPAC (and after the Closing, the SPAC Representative) or (ii) in the case of SPAC, Pubco and the Merger Subs, the Company (and after the Closing, the Seller Representative), and any assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder.

11.4         Third Parties. Nothing contained in this Agreement or in any Ancillary Document shall create any rights in, or be deemed to have been executed for the benefit of, any Person that is not a Party or party thereto or a successor or permitted assign of such a Party; provided, however, that (a) in the event that the Closing occurs, the D&O Indemnified Persons are intended third-party beneficiaries of Section 7.14(a) and (b) the past, present or future directors, officers, agents, employees, equityholders or other Representatives, Affiliates, successors or assignees of any Party, are intended third-party beneficiaries of, and may enforce, Section 11.1 and Section 11.17.

11.5         Fees and Expenses.

(a)           Subject to Sections 10.1 and 11.5(a), all Expenses incurred in connection with this Agreement and the Transactions contemplated hereby shall be paid by the Party incurring such Expenses, provided that, if the Closing shall occur, Pubco shall reimburse or pay or cause to be reimbursed or paid, at or promptly following Closing, by wire transfer of immediately available funds, all Expenses; provided, that SPAC Expenses shall not exceed $7,000,000 in the aggregate (excluding SPAC Expenses relating to deferred underwriting fees, investment banking and financial advisory services, capital markets advisory services, placement agent services and reimbursable expenses in respect of any of the foregoing services, and any original issue discount, upfront fees or similar fees with respect to any Financing Transactions). For the avoidance of doubt, any payments to be made (or to cause to be made) by Pubco pursuant to this Section 11.5 shall be paid upon consummation of the Transactions and release of proceeds from the Trust Account.

(b)           Notwithstanding the terms of Section 11.5(a) regardless of whether the Closing occurs, SPAC shall bear any and all fees, costs and expenses paid or payable by any Party or any of its Affiliates as a result of or in connection with or arising from (i) filing the Registration Statement with the SEC, and (ii) submitting to NYSE a listing application for the shares of Pubco Class A Stock (including any filing fees arising therefrom).

11.6         Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof, provided that matters that as a matter of the laws of the Cayman Islands are required to be governed by the laws of the Cayman Islands (including, without limitation, in respect of the internal affairs of the Conversion and the duties that may apply to the directors and officers of the Parties) shall be governed by and construed in accordance with, the laws of the Cayman Islands, without regard to laws that may be applicable under conflicts of laws principles that would cause the application of the laws of any jurisdiction other than the Cayman Islands to such matters. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court thereof) (the “Specified Courts”). Each Party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courts. Each Party agrees that a final judgment in any Action 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 Action relating to the transactions contemplated by this 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 11.2. Nothing in this Section 11.6 shall affect the right of any Party to serve legal process in any other manner permitted by Law.

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11.7         WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.7.

11.8         Specific Performance. Each Party acknowledges that the rights of each Party to consummate the Transactions contemplated hereby are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages would be inadequate and the non-breaching Parties would not have an adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

11.9         Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, 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.

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11.10       Amendment. Subject to the provisions of applicable Law, this Agreement may be amended, supplemented or modified only by execution of a written instrument signed by each of SPAC, Pubco, the Merger Subs, the Company, the SPAC Representative and the Seller Representative.

11.11       Waiver. Each of SPAC, the Company and Pubco on behalf of itself and its Affiliates, the SPAC Representative on behalf of itself and SPAC to the extent provided in this Agreement, and the Seller Representative on behalf of itself and the Company Holders to the extent provided in this Agreement, may in its sole discretion (a) extend the time for the performance of any obligation or other act of any other non-Affiliated Party, (b) waive any inaccuracy in the representations and warranties by any other non-Affiliated Party contained herein or in any document delivered pursuant hereto and (c) waive compliance by such other non-Affiliated Party with any covenant or condition contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby (including by the SPAC Representative or the Seller Representative in lieu of such Party to the extent provided in this Agreement). Notwithstanding the foregoing, no failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. Notwithstanding the foregoing, any waiver of any provision of this Agreement by Pubco or SPAC after the Closing shall also require the prior written consent of the SPAC Representative.

11.12       Entire Agreement. This Agreement and the documents or instruments referred to herein, including any Exhibits, Annexes and Schedules, which Exhibits, Annexes and Schedules are incorporated herein by reference, together with the Ancillary Documents, embody the entire agreement and understanding of the Parties in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents or instruments referred to herein, which collectively supersede all prior agreements and the understandings among the Parties with respect to the subject matter contained herein.

11.13       Counterparts. This Agreement may be executed and delivered (including by facsimile, email or other electronic means or transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. 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.

11.14       SPAC Representative.

(a)           SPAC, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Silverbox Sponsor IV LLC, in the capacity as the SPAC Representative, as each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) controlling and making any determinations with respect to whether Earnout Shares are to be issued under Section 2.13; (ii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the SPAC Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “SPAC Representative Documents”); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any SPAC Representative Documents; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the SPAC Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the SPAC Representative and to rely on their advice and counsel; (v) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other out-of-pocket fees and expenses allocable or in any way relating to such transaction; and (vi) otherwise enforcing the rights and obligations of any such Persons under any SPAC Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the Parties acknowledge that the SPAC Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of SPAC Securities (other than the Company Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the SPAC Representative, including any agreement between the SPAC Representative and the Seller Representative, shall be binding upon SPAC and its Subsidiaries, successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 11.14 are irrevocable and coupled with an interest. The SPAC Representative hereby accepts its appointment and authorization as the SPAC Representative under this Agreement.

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(b)           The SPAC Representative shall not be liable for any act done or omitted under any SPAC Representative Document as the SPAC Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. SPAC shall indemnify, defend and hold harmless the SPAC Representative from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the SPAC Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the SPAC Representative’s duties under any SPAC Representative Document, including the reasonable fees and expenses of any legal counsel retained by the SPAC Representative. In no event shall the SPAC Representative in such capacity be liable under or in connection with any SPAC Representative Document for any indirect, punitive, special or consequential damages. The SPAC Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the SPAC Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the SPAC Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the SPAC, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the SPAC Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the SPAC Representative under this Section 11.8 shall survive the Closing and continue indefinitely.

(c)           The Person serving as the SPAC Representative may resign upon ten (10) days’ prior written notice to Pubco, SPAC and the Seller Representative, provided, that the SPAC Representative appoints in writing a replacement SPAC Representative. Each successor SPAC Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original SPAC Representative, and the term “SPAC Representative” as used herein shall be deemed to include any such successor SPAC Representatives.

11.15       Seller Representative.

(a)           Each Company Holder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Edward Chin, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under the Seller Representative Documents, including: (i) controlling and making any determinations with respect to whether Earnout Shares are to be issued under Section 2.13; (ii) terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and obligations of the Company Holders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Holders unless otherwise agreed by each Company Holder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Document; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (v) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to Closing; (vi) receiving all or any portion of the consideration provided to the Company Holders under this Agreement and to distribute the same to the Company Holders in accordance with their pro rata share; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the SPAC Representative, shall be binding upon each Company Holder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 11.8 are irrevocable and coupled with an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative under this Agreement.

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(b)           Any other Person, including the SPAC Representative, Pubco, SPAC and the Company may conclusively and absolutely rely, without inquiry, upon any actions of the Seller Representative as the acts of the Company Holders under any Seller Representative Documents. The SPAC Representative, Pubco, SPAC and the Company shall be entitled to rely conclusively on the instructions and decisions of the Seller Representative as to (i) the settlement of any disputes with respect to Section 2.13, (ii) any payment instructions provided by the Seller Representative or (iii) any other actions required or permitted to be taken by the Seller Representative hereunder, and no Company Holder shall have any cause of action against the SPAC Representative, SPAC, the Company for any action taken by any of them in reliance upon the instructions or decisions of the Seller Representative. None of the SPAC Representative, Pubco, SPAC, or the Company shall have any Liability to any Company Holder for any allocation or distribution among the Company Holders by the Seller Representative of payments made to or at the direction of the Seller Representative. All notices or other communications required to be made or delivered to a Company Holder under any Seller Representative Document shall be made to the Seller Representative for the benefit of such Company Holder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Holder with respect thereto. All notices or other communications required to be made or delivered by a Company Holder shall be made by the Seller Representative (except for a notice under Section 11.2 of the replacement of the Seller Representative).

(c)           The Seller Representative will act for the Company Holders on all of the matters set forth in this Agreement in the manner the Seller Representative believes to be in the best interest of the Company Holders, but the Seller Representative will not be responsible to the Company Holders for any Losses that any Company Holder may suffer by reason of the performance by the Seller Representative of the Seller Representative’s duties under this Agreement, other than Losses arising from the bad faith, gross negligence or willful misconduct by the Seller Representative in the performance of its duties under this Agreement. From and after the Closing, the Company Holders shall jointly and severally indemnify, defend and hold the Seller Representative harmless from and against any and all Losses reasonably incurred without gross negligence, bad faith or willful misconduct on the part of the Seller Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Seller Representative’s duties under any Seller Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Seller Representative. In no event shall the Seller Representative in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Seller Representative shall not be liable for any act done or omitted under any Seller Representative Document as the Seller Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Seller Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Seller Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Seller Representative shall have the right at any time and from time to time to select and engage, at the reasonable cost and expense of the Company Holders, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other reasonable out-of-pocket expenses, as the Seller Representative may reasonably deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Seller Representative under this Section 11.8 shall survive the Closing and continue indefinitely.

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(d)           If the Seller Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Holders, then the Company Holders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Seller Representative (by vote or written consent of the Company Holders holding in the aggregate a Pro Rata Share in excess of fifty percent (50%)), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the SPAC Representative, Pubco and SPAC in writing of the identity of such successor. Any such successor so appointed shall become the “Seller Representative” for purposes of this Agreement.

11.16       Legal Representation.

(a)           The Parties agree that, notwithstanding the fact that Ellenoff Grossman & Schole LLP (“EGS”) may have, prior to Closing, jointly represented Pubco, the Merger Subs and the Company in connection with this Agreement, the Ancillary Documents and the Transactions, and may have also represented Pubco, the Merger Subs and the Company and/or their respective Affiliates in connection with matters other than the Transactions that are the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent Pubco, the Merger Subs and the Company or their respective Affiliates in connection with matters in which such Persons are adverse to any other party to the Agreement, or any of their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, Pubco, the Company and the Merger Subs shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong to each such respective party, shall be controlled thereby and shall not pass to or be claimed by any other party; provided, further, that nothing contained herein shall be deemed to be a waiver by any party or any of their respective Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

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(b)           The Parties agree that, notwithstanding the fact that Paul Hastings LLP (“Paul Hastings”) may have, prior to Closing, jointly represented SPAC and Sponsor in connection with this Agreement, the Ancillary Documents and the Transactions, and has also represented SPAC and its Affiliates in connection with matters other than the Transactions that are the subject of this Agreement, Paul Hastings will be permitted in the future, after Closing, to represent the Sponsor or its Affiliates in connection with matters in which such Persons are adverse to Pubco, SPAC or any of their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company, Pubco and the Merger Subs, who are or have the right to be represented by independent counsel in connection with the Transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with Paul Hastings’s future representation of one or more of the Sponsor or its Affiliates in which the interests of such Person are adverse to the interests of Pubco, the Merger Subs, SPAC or the Company or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by Paul Hastings of Sponsor, SPAC or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, Sponsor shall be deemed the client of Paul Hastings with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by Pubco or SPAC; provided, further, that nothing contained herein shall be deemed to be a waiver by Pubco, SPAC or any of their respective Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

11.17       No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Parties acknowledge and agree that, no recourse under this Agreement or under any Ancillary Documents shall be had against any Person that is not a Party to this Agreement or such Ancillary Document, including any past, present or future director, officer, agent, employee, equityholder or other Representative or any Affiliate or successor or assignee thereof that is not a Party (collectively, the “Non-Recourse Parties”), as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party, as such, for any obligation or liability of a Party under this Agreement or Person party to such Ancillary Document under any Ancillary Document for any claim based on, in respect of or by reason of such obligations or liabilities or their creation.

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IN WITNESS WHEREOF, each Party has caused this Business Combination Agreement to be signed and delivered by its respective duly authorized signatory as of the date first written above.

SPAC:
SILVERBOX CORP IV
By:	/s/ Stephen M. Kadenacy
Name:	Stephen M. Kadenacy
Title:	Chief Executive Officer
The SPAC Representative:
SilverBox Sponsor IV LLC, solely in the capacity as the SPAC Representative hereunder
By:	/s/ Stephen M. Kadenacy
Name:	Stephen M. Kadenacy
Title:	Co-Managing Member
Pubco:
---	---
PARATAXIS HOLDINGS INC.
By:	/s/<br> Edward Chin
Name:	Edward Chin
Title:	President, Chief Financial Officer, Secretary and Treasurer
SPAC Merger Sub:
PTX MERGER SUB I INC.
By:	/s/ Edward Chin
Name:	Edward Chin
Title:	President, Secretary and Treasurer
Company Merger Sub:
PTX MERGER SUB II LLC
By:	/s/ Edward Chin
Name:	Edward Chin
Title:	Managing Member
The Company:
PARATAXIS HOLDINGS LLC
By:	/s/ Edward Chin
Name:	Edward Chin
Title:	Manager
The Seller Representative:
Edward Chin, solely in the capacity as the Seller Representative hereunder
By:	/s/ Edward Chin
Name:	Edward Chin

Exhibit 10.1

SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 6, 2025, by and among SilverBox Sponsor IV LLC, a Delaware limited liability company (“Sponsor”), Parataxis Holdings LLC, a Delaware limited liability company (the “Company”), SilverBox Corp IV, a Cayman Islands exempted company (“SPAC”) and Parataxis Holdings Inc., a Delaware corporation (“Pubco”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement by and among SPAC, Pubco, the Company and the other parties thereto, dated as of August 6, 2025 (as may be amended from time to time, the “BCA”).

WHEREAS, as of the date hereof, Sponsor owns 151,666 SPAC Private Warrants (the “Private Placement Warrants”), 5,000,000 SPAC Class B Ordinary Shares (the “Founder Shares”) and 455,000 SPAC Class A Ordinary Shares (the “Private Placement Shares” and, together with the Founder Shares and any New Securities (as defined below) of which ownership of record or the power to vote is hereafter acquired by Sponsor prior to the termination of this Agreement, the “Sponsor Shares”);

WHEREAS, in connection with SPAC’s initial public offering (the “IPO”), SPAC, Sponsor and the then current officers and directors of SPAC entered into a letter agreement, dated as of August 15, 2024 (as amended, the “Insider Letter”), pursuant to which Sponsor agreed to certain voting requirements, transfer restrictions and waiver of redemption rights with respect to the SPAC Ordinary Shares owned by it;

WHEREAS, Article 17 of SPAC’s Amended and Restated Memorandum and Articles of Association (the “SPAC Charter”) provides, among other matters, that the SPAC Class B Ordinary Shares will automatically convert into SPAC Class A Ordinary Shares upon the consummation of an initial business combination, subject to adjustment if additional SPAC Class A Ordinary Shares or Equity-linked Securities (as defined in the SPAC Charter) are issued or deemed issued in excess of the amounts sold in the IPO (the “Anti-Dilution Right”), excluding certain exempted issuances;

WHEREAS, concurrently with the execution and delivery of this Agreement, SPAC, Pubco, the Company and the other parties thereto are entering into the BCA, pursuant to which, upon the consummation of the transactions contemplated thereby (the “Closing”), among other matters, the Company will merge with and into Company Merger Sub (with the Company surviving such merger as an indirect wholly-owned subsidiary of Pubco) (the “Company Merger”) and SPAC will merge with and into SPAC Merger Sub (with SPAC surviving such merger as a direct wholly-owned subsidiary of Pubco) upon the terms and subject to the conditions set forth therein (the “SPAC Merger” and, together with the Company Merger and the other transactions contemplated by the BCA and the Ancillary Documents, including the Conversion and the Financing Transactions, the “Transactions”); and

WHEREAS, as a condition and inducement to Pubco’s willingness to enter into the BCA, Pubco has required that Sponsor enter into this Agreement.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto agree as follows:

1. Sponsor Voting Requirements. At any meeting of the SPAC Shareholders, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the SPAC Shareholders is sought, Sponsor shall (i) if a meeting is held, appear at each such meeting (in person or by proxy) or otherwise cause all of the Sponsor Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of the Sponsor Shares:

(a) in favor of each SPAC Shareholder Approval Matter;

(b) against any Acquisition Proposal or Alternative Transaction;

(c) against any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC (other than the Transactions);

(d) against any change in the business of SPAC; and

(e) against any proposal, action or agreement involving SPAC that would or would reasonably be expected to (i) impede, frustrate, prevent or nullify any provision of this Agreement, the BCA or any Ancillary Document, (ii) result in a breach in any material respect of any covenant, representation, warranty or any other obligation or agreement of SPAC under the BCA or any Ancillary Document, (iii) result in any of the conditions in respect of obligations of SPAC or the Parties set forth in Article VIII of the BCA not being fulfilled, or (iv) change in any manner the capitalization of, including the voting rights of any class of share capital of, SPAC (other than in connection with the SPAC Shareholder Approval Matters, including, for the avoidance of doubt, any SPAC Shareholder Approval Matter in connection with the Conversion).

2. Enforcement of InsiderLetter. During the Interim Period, for the benefit of Pubco, (a) Sponsor agrees that it shall fully comply with, and perform all of its obligations, covenants and agreements set forth in, the Insider Letter, including not redeeming its Sponsor Shares in connection with the Transactions and complying with the transfer restrictions with respect to the Founder Shares and Private Placement Shares, (b) SPAC agrees to enforce the Insider Letter in accordance with its terms, and (c) each of Sponsor and SPAC agree not to amend, modify or waive any provision of the Insider Letter without the prior written consent of Pubco (not to be unreasonably withheld, delayed or conditioned); provided, however, that notwithstanding the foregoing, Pubco acknowledges and agrees that, prior to the Closing, Pubco, SPAC, Sponsor and any other insider party thereto who owns any SPAC Ordinary Shares shall enter into an amendment to the Insider Letter to modify the transfer and lock-up restrictions applicable to the shares of Pubco Class A Stock held from and after the Closing by Sponsor and any other insiders issuable in exchange for their Founder Shares, to be the earlier of the (i) first anniversary of the Closing Date, (ii) the date upon which the VWAP (as defined in the BCA) of Pubco Class A Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) Trading Days (as defined in the BCA) within any consecutive thirty (30) Trading Day period commencing any time 150 days after the Closing Date, and (iii) the date on which Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of Pubco Stock for cash, securities or other property, subject to and conditioned upon the Closing; and provided, further, that Sponsor and SPAC shall give the Company a reasonable opportunity to review and comment on such amendment to the Insider Letter.

3. New Shares. In the event that, during the Interim Period, (a) any SPAC Ordinary Shares or other equity securities of SPAC are issued to Sponsor in respect of the Founder Shares or the Private Placement Shares pursuant to the Anti-Dilution Right or any share dividend, share split, recapitalization, reclassification, combination or exchange of SPAC Ordinary Shares owned by Sponsor or otherwise, then such SPAC Ordinary Shares or other equity securities acquired or purchased by Sponsor shall be subject to the terms of this Agreement to the same extent as if they constituted Founder Shares or Private Placement Shares, as applicable, or (b) Sponsor (i) purchases or otherwise acquires beneficial ownership of any SPAC Ordinary Shares or other equity securities of SPAC, or (ii) acquires the right to vote any SPAC Ordinary Shares or other equity securities of SPAC (such SPAC Ordinary Shares or other equity securities of SPAC referred to in clauses (b)(i) and (ii), collectively the “New Securities”), then such New Securities acquired or purchased by Sponsor shall be subject to the terms set forth in Sections 1 and 2 to the same extent as if they constituted the Sponsor Shares.

4. Waiver of Anti-DilutionProtection; No Redemption; Sponsor Participation; Forfeiture.

(a) Subject to and conditioned upon the occurrence of the Closing, Sponsor hereby irrevocably and unconditionally waives (for Sponsor and for its successors and assigns), to the fullest extent permitted by Law and the SPAC Memorandum and Articles, and agrees not to assert or perfect, any rights to adjustment or other antidilution protections with respect to the rate at which the SPAC Class B Ordinary Shares held by Sponsor convert into SPAC Class A Ordinary Shares pursuant to the Anti-Dilution Right to which it would otherwise be entitled pursuant to Article 17 of the SPAC Charter and any other anti-dilution protections in connection with the consummation of the Transactions (such number of SPAC Class A Ordinary Shares issued to Sponsor upon conversion of its SPAC Class B Ordinary Shares, the “Sponsor Class A Ordinary Shares”).

(b) Sponsor hereby agrees not to redeem, to cause to be redeemed, or to submit or cause to be submitted a request to SPAC’s transfer agent or otherwise exercise any right to redeem, any Sponsor Shares prior to or in connection with the consummation of the Transactions.

(c) The parties hereby agree that, at the Effective Time, each issued and outstanding SPAC Class A Ordinary Share (including each Sponsor Class A Ordinary Share held by Sponsor as of immediately prior to the Effective Time) shall be converted automatically into one share of Pubco Class A Stock in accordance with the terms set forth in the BCA.

5. Waiver andRelease of Claims. Sponsor covenants and agrees as follows:

(a) Subject to and conditioned upon the Closing, effective as of the Closing (and subject to the limitations set forth in paragraph (c) below), Sponsor, on behalf of itself and its Affiliates and its and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties” provided, for the avoidance of doubt, that SPAC shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge SPAC, Pubco, the Company and Merger Subs, and each of its and their past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Closing (each a “Claim” and, collectively, the “Claims”); provided, however, that the release, waiver and discharge by Sponsor’s Affiliates are limited to Claims that arise from the Transactions.

(b) Sponsor acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Agreement, and that it may hereafter come to have a different understanding of the Law that may apply to potential Claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, Sponsor acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of Law.

(c) Notwithstanding the foregoing provisions of this Section 5 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge, any Claims that arise under or are based upon the terms of (i) this Agreement, (ii) any Ancillary Document to which Sponsor is a party, (iii) any letter of transmittal to which Sponsor is a party, (iv) any other document, certificate or Contract executed or delivered in connection with the BCA to which Sponsor is a party, (v) the Amended and Restated Registration Rights Agreement, (vi) any rights a Releasing Party has to indemnification from SPAC arising out of the Transactions, (vii) the Underwriting Agreement, dated as of August 15, 2024, by and between Santander US Capital Markets LLC and SPAC, (viii) the Letter Agreement, dated as of June 30, 2025, by and among SPAC and SilverBox Securities LLC with respect to capital markets advisory services provided by SilverBox Securities LLC, (ix) the Engagement Letter agreement, dated as of June 8, 2025, by and between SPAC and Clear Street LLC with respect to financial advisory services provided by Clear Street LLC to SPAC, or (x) the SPAC Memorandum and Articles or any indemnity agreement of any director or office of SPAC with SPAC with or for the benefit of a Releasing Party with respect to any Claims for indemnification, contribution, set-off, reimbursement or similar rights.

(d) Notwithstanding the foregoing provisions of this Section 5, nothing contained in this Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto. Notwithstanding anything to the contrary contained herein, Sponsor (and each of its Affiliates other than SPAC) and SPAC shall be deemed not to be Affiliates of each other for purposes of this Section 5.

6. Representations andWarranties of Sponsor. Except as set forth in the SEC Reports or in any other report filed by Sponsor with the SEC that is available on the SEC’s website through EDGAR at least two (2) days prior to the date hereof (to the extent the qualifying nature of such disclosure is readily apparent from the content of such SEC Reports or reports filed by the Sponsor), and excluding any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature, and excluding, for the avoidance of doubt, any content of such SEC Reports that have been redacted or omitted pursuant to applicable Law) (it being acknowledged that nothing disclosed in such SEC Reports or reports by the Sponsor will be deemed to modify or qualify the representations and warranties set forth in Section 6(a) - 6(c)), Sponsor represents and warrants to Pubco, as follows:

(a) Authorization. Sponsor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Agreement by Sponsor and the consummation by Sponsor of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sponsor and no other proceedings on the part of Sponsor or Sponsor’s equityholders are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby except as have been obtained prior to the date of this Agreement. This Agreement has been duly and validly executed and delivered by Sponsor, and assuming the due execution and delivery by the Company, Pubco and SPAC, constitutes the legal, valid and binding obligation of Sponsor, enforceable against Sponsor in accordance with its terms, subject to the Enforceability Exceptions.

(b) Consents and Approvals; No Violations.

(i) The execution, delivery and performance of this Agreement by Sponsor and the consummation by Sponsor of the transactions contemplated hereby do not and will not require any filing or registration with, notification to, or authorization, permit, license, declaration, Order, consent or approval of, or other action by or in respect of, any Governmental Authority or NYSE on the part of Sponsor.

(ii) The execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of the transactions contemplated by this Agreement do not and will not (A) conflict with or violate any provision of the Organizational Documents of Sponsor in any material respect, (B) conflict with or violate any Law applicable to Sponsor or by which any property or asset of Sponsor is bound, (C) require any material consent or notice, or result in any material violation or breach of, or materially conflict with, or constitute (with or without notice or lapse of time or both) a material default (or give rise to any right of purchase, termination, amendment, acceleration or cancellation) under, result in the loss of any material benefit under, or result in the triggering of any material payments pursuant to, any of the terms, conditions or provisions of any Contract to which Sponsor is a party or by which any of Sponsor’s properties or assets are bound or any Law applicable to Sponsor or Sponsor’s properties or assets, or (D) result in the creation of any Lien on any property or asset of Sponsor, except in the case of clauses (B) and (D) above as would not reasonably be expected, either individually or in the aggregate, to impair in any material respect the ability of Sponsor to timely perform its obligations hereunder or consummate the transactions contemplated hereby.

(c) Ownership of Private Placement Warrants, Founder Shares and Private Placement Shares. As of the date hereof, (i) Sponsor is the sole record and beneficial owner of the Private Placement Warrants, Founder Shares and the Private Placement Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws, this Agreement and the Insider Letter), (ii) Sponsor has the sole voting power with respect to the Founder Shares and the Private Placement Shares (and the shares underlying the Private Placement Warrants), (iii) Sponsor has not entered into any voting agreement (other than this Agreement and the Insider Letter) with or granted any Person any proxy (revocable or irrevocable) with respect to the Private Placement Warrants, Founder Shares or the Private Placement Shares, (iv) there is no limitation on Sponsor’s ability to sell or otherwise dispose of the Private Placement Warrants, Founder Shares and the Private Placement Shares other than restrictions arising under applicable securities Laws, this Agreement and the Insider Letter, (v) the Private Placement Warrants, Founder Shares and the Private Placement Shares are the only equity securities in SPAC owned of record by Sponsor and (vi) Sponsor does not hold or own any rights to acquire (directly or indirectly) any equity securities of SPAC or any equity securities convertible into, or which can be exchanged for, equity securities of SPAC, other than as set forth in this Agreement.

(d) Contracts with SPAC. Except for (i) the Contracts described in Section 5(c) or otherwise disclosed in the SPAC’s disclosure schedules to the BCA and (ii) any Contract filed as an exhibit to a form, report, schedule, statement or other document that is publicly filed with the SEC, none of Sponsor, any of the Affiliates of Sponsor nor, to the Knowledge of Sponsor, any Person in which Sponsor has a direct or indirect legal, contractual or beneficial ownership of five percent (5%) or greater, is a party to, or has any rights with respect to or arising from, any Contract with SPAC.

(e) Litigation. There is no Action pending, or, to the Knowledge of Sponsor, threatened Action against Sponsor, or, to the Knowledge of Sponsor, any of its directors, managers, officers or employees (in their capacity as such) or otherwise affecting Sponsor or its assets, including any condemnation or similar proceeding, nor is any Order outstanding against or involving Sponsor, whether at law or in equity, before or by any Governmental Authority, which would reasonably be expected to have a Material Adverse Effect on Sponsor. There is no unsatisfied judgment or open injunction binding upon Sponsor that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Sponsor. There is no Action that Sponsor has pending against any other Person. Sponsor is not subject to any Orders of any Governmental Authority, nor are any such Orders pending.

(f) Finders and Brokers. Except as set forth on Section 4.15 of the SPAC Disclosure Schedules, no broker, finder, investment banker or other Person is entitled to any brokerage, finder’s or other fee or commission from Sponsor, SPAC or Pubco, or any of their respective Affiliates, in connection with the Transactions based upon arrangements made by or on behalf of Sponsor or any of its Affiliates.

(g) Acknowledgment. Sponsor understands and acknowledges that each of the Company, SPAC and Pubco is entering into the BCA in reliance upon Sponsor’s execution and delivery of this Agreement.

7. Further Assurances. Sponsor hereby agrees that it shall (a) execute and deliver, or cause to be executed and delivered, such Ancillary Documents as may be necessary to satisfy any condition to the Closing under the BCA, in substantially the form previously provided to Sponsor as of the date of this Agreement, and (b) undertake commercially reasonable efforts to (i) execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments and (ii) take, or cause to be taken, such actions, and do, or cause to be done, and assist and cooperate with the other parties in doing such things, in each case, as are reasonably necessary for the purpose of effectively carrying out the Transactions.

8. Other Covenants.

(a) Binding Effect of the BCA. Sponsor hereby agrees to be bound by and comply with Sections 7.6 (No Solicitation), 7.12 (Public Announcements) and 7.13 (Confidential Information) of the BCA (and any relevant definitions contained in any such Sections of the BCA) as if Sponsor was an original signatory to the BCA with respect to such provisions to the same extent as such provisions apply to SPAC.

(b) Disclosure. Sponsor hereby authorizes the Company, Pubco and SPAC to publish and disclose in any announcement or disclosure, in each case, required by the SEC or NYSE (including all documents and schedules filed with the SEC in connection with the foregoing, including the Registration Statement), Sponsor’s identity and ownership of the SPAC Ordinary Shares and the nature of Sponsor’s commitments and agreements under this Agreement, the BCA, the Ancillary Documents and any other agreements to the extent such disclosure is required by applicable securities Laws, the SEC or NYSE; provided that the content of any such disclosure shall require the prior written consent of Sponsor (not to be unreasonably withheld, delayed or conditioned).

9. Waiver of Dissenters’Rights. Sponsor hereby irrevocably waives, and agrees not to exercise or assert, any dissenters’ rights under Section 238 of the Cayman Act and any other similar statute in connection with the Transactions.

10. General.

(a) Termination. This Agreement shall terminate on the earlier to occur of (i) the Closing or (ii) at such time, if any, as the BCA is terminated in accordance with its terms prior to the Closing (the earliest of (i) and (ii), the “Expiration Time”), and upon such termination this Agreement shall be null and void and of no effect whatsoever, and the parties hereto shall have no obligations under this Agreement; provided, however, that no termination of this Agreement shall relieve or release a party from any obligations or liabilities for any willful breach of any representation, warranty, covenant or obligation under this Agreement or any Fraud Claim against such party, in either case, prior to termination of this Agreement. Notwithstanding the foregoing, Sections 4, 5, 7 and 10 shall survive any termination of this Agreement pursuant to clause (i) of the immediately preceding sentence in accordance with their terms.

(b) Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by email during normal business hours, (iii) by overnight courier service, or (iv) after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, and otherwise on the next Business Day, addressed as follows (or at such other address for a party as shall be specified by like notice):

if to SPAC (prior to Closing), to:

SilverBox Corp IV

8701 Bee Cave Road

East Building, Suite 310

Austin, TX 78746

Attn: Dan Esters

Email: de@sbcap.com

if to Sponsor, to:

Silverbox Sponsor IV LLC

SilverBox Corp IV

8701 Bee Cave Road

East Building, Suite 310

Austin, TX 78746

Attn: Dan Esters

Email: de@sbcap.com

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

Paul Hastings LLP

515 South Flower Street, 25^th^ Floor

Los Angeles, CA 90071

Attn: Jonathan Ko; Joseph C. Swanson; Andrew Goodman

Email: jonathanko@paulhastings.com; jswanson@paulhastings.com;

andrewgoodman@paulhastings.com

If, prior to the Closing, to Pubco, to:

SilverBox Corp IV

8701 Bee Cave Road

East Building, Suite 310

Austin, TX 78746

Attn: Dan Esters

Email: de@sbcap.com

if to the Company or, after Closing, Pubco or the SPAC, to:

135 W. 50^th^ Street

Suite 200

New York, New York 10020

Attn: Edward Chin

Email: ed@parataxis.io

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

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105, USA

Attn: Meredith Laitner, Esq.

Email: mlaitner@egsllp.com

(c) Entire Agreement. This Agreement (together with the other Ancillary Documents, the BCA and each of the other documents and the instruments referred to herein, to the extent incorporated herein) constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and thereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or thereof.

(d) Governing Law; Jurisdiction; Specific Performance. Sections 11.6 through 11.8 of the BCA shall apply to this Agreement mutatis mutandis.

(e) Remedies. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of any rights or remedies otherwise available.

(f) Amendments and Waivers. This Agreement may be amended or modified only with the written consent of SPAC, Pubco and Sponsor. The observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the party against whom enforcement of such waiver is sought. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

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

(h) Assignment. No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties; provided, that in the event that Sponsor transfers any of the Founder Shares or the Private Placement Shares to any permitted transferee in accordance with paragraph 7(c) of the Insider Letter (a “Permitted Transferee”), Sponsor shall, by providing notice to the Company, SPAC and Pubco prior to such transfer, transfer its rights and obligations under this Agreement with respect to such Founder Shares and/or Private Placement Shares to such Permitted Transferee so long as such Permitted Transferee agrees in writing to be bound by the terms and conditions of this Agreement. Any purported assignment in violation of this Section 10(h) shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on the undersigned and their respective successors and permitted assigns.

(i) Costs and Expenses. Subject to Section 11.5 of the BCA, each party hereto will pay its own costs and expenses (including legal, accounting and other fees) relating to the negotiation, execution, delivery and performance of this Agreement.

(j) No Joint Venture. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between any of the parties hereto. No party is by virtue of this Agreement authorized as an agent, employee or legal representative of any other party. Without in any way limiting the rights or obligations of any party hereto under this Agreement, prior to the Closing, (i) no party shall have the power by virtue of this Agreement to control the activities and operations of any other and (ii) no party shall have any power or authority by virtue of this Agreement to bind or commit any other party. No party shall hold itself out as having any authority or relationship in contravention of this Section 10(j).

(k) Capacity as Shareholder. Sponsor signs this Agreement solely in its capacity as a shareholder of SPAC, and not in its capacity as a director (including “director by deputization”), officer or employee of SPAC, if applicable. Nothing herein shall be construed to (i) restrict, limit, prohibit or affect any actions or inactions by Sponsor or any representative of Sponsor, as applicable, serving in the capacity of a director or officer of SPAC or any Subsidiary of SPAC, acting in such person’s capacity as a director or officer of SPAC or any Subsidiary of SPAC (it being understood and agreed that the BCA contains provisions that govern the actions or inactions by the directors and officers of SPAC with respect to the Transactions) or (ii) prohibit, limit or restrict the exercise of any fiduciary duties as director or officer of SPAC that is otherwise permitted by, and done in compliance with, the terms of the BCA (and in each case of clauses (i) and (ii), without limiting Sponsor’s obligations hereunder in its capacity as a shareholder of SPAC).

(l) Affiliates. In this Agreement, the term “Affiliates”, when used with respect to a particular Person, means any other Person directly or indirectly controlling, controlled by or under common control with such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made, whether through one or more intermediaries or otherwise, and the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise. Notwithstanding the foregoing, (i) Affiliates of Sponsor shall only include Silverbox Corp IV and Persons directly or indirectly controlled by Silverbox Corp IV, and Sponsor and SPAC (and each of their respective Affiliates) shall be deemed not to be Affiliates of each other for purposes of this Agreement and (ii) no private investment fund (or similar vehicle) or business development company, or any other investment account, fund, vehicle or other client advised or sub-advised by Sponsor or by Sponsor’s Affiliates or any portfolio companies thereof shall be deemed to be an Affiliate of Sponsor, except to the extent any such Person is expressly requested or directed by Sponsor to take any action which would constitute a breach of this Agreement if taken by Sponsor, and such Person actually takes such prohibited action (it being understood and agreed that this Agreement shall not otherwise apply to, or be binding on, any Persons described in this clause (ii)).

(m) No Recourse. Neither SPAC nor any of its Subsidiaries, nor any of the past, present or future SPAC Shareholders (other than Sponsor or any Permitted Transferee thereof), nor any director, officer, employee, member, partner, shareholder or other owner (whether direct or indirect), Affiliate, agent, attorney or representative of Sponsor, shall have any obligation or liability for the obligations or liabilities of Sponsor under this Agreement. Without limiting the foregoing, this Agreement may only be enforced against the persons or entities that have executed and delivered a counterpart to this Agreement.

(n) Headings; Interpretation. The headings and subheadings 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. In this Agreement, unless the context otherwise requires: (i) any pronoun used 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) the term “including” (and with correlative meaning “include”) shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “hereof,” “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; (iv) the term “or” means “and/or”; (v) 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”; and (vi) references to “written” or “in writing” include in electronic form. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(o) 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.

[Signature Page Follows]

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INWITNESS WHEREOF, the parties hereto have executed this Sponsor Support Agreement as of the date first written above.

SPAC:
SILVERBOX CORP IV
By:	/s/ Stephen<br> M. Kadenacy
Name:	Stephen M. Kadenacy
Title:	Chief Executive Officer
Sponsor:
SilverBox Sponsor<br> IV LLC
By:	/s/ Stephen M. Kadenacy
Name:	Stephen M. Kadenacy
Title:	Co-Managing Member

[Signature Page to Sponsor Support Agreement]

Pubco:
PARATAXIS HOLDINGS INC.
By:	/s/ Edward Chin
Name:	Edward Chin
Title:	President, Chief Financial Officer, Secretary and Treasurer
Company:
PARATAXIS HOLDINGS<br> LLC
By:	/s/ Edward Chin
Name:	Edward Chin
Title:	Manager

[Signature Page to SponsorSupport Agreement]

Exhibit 10.2

August 6, 2025

SilverBox Corp IV

8701 Bee Cave Road

East Building, Suite 310

Austin, TX 78746

Re:         Sponsor Letter Agreement

Ladies and Gentlemen:

Reference is hereby made to that certain Business Combination Agreement, dated on or about the date hereof (as the same may be amended, modified, supplemented and/or restated from time to time in accordance with the terms thereof, the “Business Combination Agreement”), by and among (i) SilverBox Corp IV, a Cayman Islands exempted company (together with its successors, “SPAC”), (ii) Parataxis Holdings Inc., a Delaware corporation (“Pubco”), (iii) PTX Merger Sub I Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), (iv) PTX Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco (“Company Merger Sub”), (v) Parataxis Holdings LLC, a Delaware limited liability company (the “Company”), (vi) Silverbox Sponsor IV LLC, a Delaware limited liability company, in the capacity as the SPAC Representative thereunder, and (vii) Edward Chin, in the capacity as the Seller Representative thereunder, pursuant to which and subject to the terms and conditions set forth therein, (a) at least one business day prior to the closing (the “Closing”) of the transactions contemplated by the Business Combination Agreement, SPAC will de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation; (b) SPAC Merger Sub shall merge with and into SPAC, with the SPAC continuing as the surviving entity and a wholly-owned subsidiary of Pubco and in connection with which each security of SPAC outstanding immediately prior to the effective time of the SPAC Merger shall be cancelled in exchange for the right of SPAC security holders to receive substantially equivalent securities of Pubco; and (c) Company Merger Sub shall merge with and into Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Pubco and with the Company Holders receiving shares of Pubco Stock in exchange for their Company Units in accordance with the terms of the Business Combination Agreement. Any capitalized terms used but not defined in this letter agreement (as the same may be amended, modified, supplemented and/or restated from time to time with the prior written consent of the parties hereto, this “Agreement”) will have the respective meanings ascribed thereto in the Business Combination Agreement.

Prior to SPAC’s initial public offering, SilverBox Sponsor IV LLC, a Delaware limited liability company (the “Sponsor”) acquired an aggregate of 5,000,000 of SPAC’s Class B ordinary shares, par value $0.0001 (“Class B Shares”; such 5,000,000 Class B Shares, the “Total Founder Shares”). In connection with the Business Combination Agreement, the Sponsor agrees to enter into this Agreement with SPAC, Pubco and the Company to govern solely 150,000 of the Total Founder Shares (such 150,000 shares of the Total Founder Shares, the “Subject Founder Shares”) held by the Sponsor. For the avoidance of doubt, the Subject Founder Shares also shall include any and all SPAC Class A Shares or shares of Pubco Stock issued upon conversion thereof.

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For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sponsor, SPAC, Pubco and the Company hereby agree as follows:

1.            The Sponsor shall use its commercially reasonable efforts to facilitate SPAC, the Company and/or Pubco or their respective Subsidiaries entering into Additional Financing Agreements in respect of one or more Additional Transaction Financings, as contemplated by Section 7.21 of the Business Combination Agreement, including pursuant to Schedule I hereto.

2.            The Sponsor hereby agrees that, upon and subject to the Closing, any Subject Founder Shares held by Sponsor as of the Closing (the “Sponsor Earnout Shares”) shall be placed into the Sponsor Escrow Account (as hereinafter defined). The Sponsor hereby agrees that, prior to the Closing, it shall enter into an escrow agreement with Pubco, Seller Representative and Continental Stock Transfer and Trust Company (or another escrow agent reasonably acceptable to the Sponsor and the Company), as escrow agent (the “Escrow Agent”), in form and substance to be mutually agreed by the parties thereto prior to the Closing (the “Escrow Agreement”), and, upon and subject to the Closing, the Sponsor shall deposit the Sponsor Earnout Shares (subject to equitable adjustment for stock splits, reorganizations, combinations, exchanges, readjustment of shares, recapitalizations, share sub-divisions (including share consolidations), split-up and the like, including to account for any equity securities into which such shares are exchanged or converted and similar transactions affecting the Pubco Stock after the Closing Date, the “Sponsor EscrowShares”) into a segregated escrow account (the “Sponsor Escrow Account”) with the Escrow Agent to be held, along with any equity securities paid as special or other extraordinary dividends or distributions paid by Pubco (to the extent Pubco decides in its sole discretion to pay any such dividends or distributions) on the Sponsor Escrow Shares (“Escrow Earnings”), in the Sponsor Escrow Account and disbursed in accordance with the terms of this Agreement and the Sponsor Escrow Agreement. In addition, the Sponsor Earnout Shares shall be subject to, upon and subject to the Closing, the voting proxy attached hereto as Exhibit A (“Voting Proxy”) for so long as the Sponsor Escrow Shares are required to be held in the Sponsor Escrow Account.

3.            Except as expressly permitted hereunder, the Sponsor shall not Transfer, directly or indirectly, the Sponsor Earnout Shares during the Earnout Period. Except as otherwise set forth in this Agreement, all of the Sponsor Earnout Shares, together with any Escrow Earnings, shall be retained in the Sponsor Escrow Account and the Sponsor Earnout Shares shall be subject to the Voting Proxy unless and until their release upon the achievement of a Release Event (as defined below) in accordance with Section 6 hereof. “Transfer” means the (a) sale or assignment 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 and the rules and regulations of the SEC promulgated thereunder 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).

4.            The Sponsor agrees that all of the Sponsor Escrow Shares, together with any Escrow Earnings paid by Pubco for such Sponsor Escrow Shares, shall be subject to potential transfer to Pubco for no consideration (the “Sponsor Transfer”) at the end of the Earnout Period in the event that not all of the Earnout Milestones are achieved by Pubco pursuant to Section 6 hereof.

5.            In the event that if, at the end of the Earnout Period, less than all of the Sponsor Escrow Shares have been released to the Sponsor pursuant to one or more Release Events, the Sponsor and Seller Representative will as promptly as practicable instruct the Escrow Agent to complete the Sponsor Transfer of the unreleased Sponsor Escrow Shares, and the Escrow Agent shall deliver such Sponsor Escrow Shares and any related Escrow Earnings to Pubco (with any Sponsor Escrow Shares to be transferred to Pubco in certificated or book-entry form, as applicable). Seller Representative and the Sponsor shall give joint written instructions to the Escrow Agent to release the applicable Sponsor Escrow Shares and any related Escrow Earnings promptly after the occurrence of a Release Event or a Qualifying Change of Control, including the number of Sponsor Escrow Shares and amount of any related Escrow Earnings to be released.

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6.            Other than as expressly set forth in this Agreement, the Business Combination Agreement or the Sponsor Escrow Agreement, the Sponsor shall have full ownership rights to the Sponsor Earnout Shares; provided, however, that the right to vote the Sponsor Earnout Shares shall be determined in accordance with and subject to the Voting Proxy (and for the avoidance of any doubt, the Sponsor Escrow Shares shall be voted in accordance with the terms of the Voting Proxy for so long as the Sponsor Escrow Shares are required to be held in the Sponsor Escrow Account in accordance with the terms of this Agreement).

7.            The Sponsor Earnout Shares shall vest, no longer be subject to the Sponsor Transfer and be released from the Sponsor Escrow Account upon the occurrence of the following events (each, a “Release Event”):

a.	Sixty-six and two-thirds percent (66 2/3%) of the Sponsor Escrow Shares (the “First LevelContingent Sponsor Share Consideration”) shall become no longer subject to the Sponsor Transfer and be released from the<br>Sponsor Escrow Account following the date upon which Pubco achieves the Tier I Share Price Target for any twenty (20) Trading Days within<br>any consecutive thirty (30) Trading Day period during the Earnout Period; and
b.	Thirty-three and one-third percent (33 1/3%) of the Sponsor Escrow Shares (the “Second LevelContingent Sponsor Share Consideration”) shall become no longer subject to the Sponsor Transfer and be released from the<br>Sponsor Escrow Account following the date upon which Pubco achieves the Tier II Share Price Target for any twenty (20) Trading Days within<br>any consecutive thirty (30) Trading Day period during the Earnout Period.
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For the avoidance of doubt, Sponsor Escrow Shares shall vest and be released from the Sponsor Escrow Account only in connection with the first achievement of any Share Price Target during the Earnout Period, and the Sponsor Escrow Shares shall not be released from the Sponsor Escrow Account for any subsequent achievement of the same Share Price Target.

Notwithstanding the foregoing, in the event that during the Earnout Period, Pubco is subject to a Qualifying Change of Control, then all of the Sponsor Escrow Shares then remaining in the Sponsor Escrow Account shall become no longer subject to the Sponsor Transfer and shall be released to Sponsor from the Sponsor Escrow Account.

8.           This Agreement (including the Business Combination Agreement, to the extent incorporated herein) constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof. This Agreement may not be changed, amended, modified, or waived as to any particular provision, except by a written instrument executed by all parties hereto. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

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9.            Neither party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties; provided, that in the event of the liquidation of the Sponsor, the Sponsor may, after obtaining the consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), transfer the Sponsor’s rights to any or all of the Total Founder Shares and its rights and obligations under this Agreement to its equity holders so long as such members agree in writing to be bound by the terms of this Agreement that apply to the Sponsor hereunder and thereunder, and each shall execute the Voting Proxy and provide such executed copy to the Company as a condition to such transfer. Any purported assignment in violation of this Section 8 shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on the undersigned parties and their respective successors and permitted assigns.

10.          Any notice, consent, or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent in the same manner as provided in Section 11.2 of the Business Combination Agreement, with any notice to the Sponsor being to the same address as the SPAC Representative therein.

11.          This Agreement shall be construed, interpreted, and enforced in a manner consistent with the provisions of the Business Combination Agreement. The provisions set forth in Sections 11.6 through 11.10 and 11.13 through 11.14 of the Business Combination Agreement, as in effect as of the date hereof, are hereby incorporated by reference into, and shall be deemed to apply to, this Agreement as if all references to the “Agreement” in such sections were instead references to this Agreement, and the references therein to the “Parties” were instead to the parties to this Agreement.

12.          This Agreement shall terminate at such time, if any, as the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, and upon such termination this Agreement shall be null and void and of no effect whatsoever, and the parties hereto shall have no obligations under this Agreement.

{Remainder of Page Left Blank; SignaturePage Follows}

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Please indicate your agreement to the foregoing by signing in the space provided below.

SPAC:
SILVERBOX CORP IV
By:	/s/<br> Stephen M. Kadenacy
	Name:	Stephen M. Kadenacy
	Title:	Chief Executive Officer

[Signature Page to Sponsor Letter Agreement]

The Company:
PARATAXIS HOLDINGS LLC
By:	/s/ Edward Chin
	Name:	Edward Chin
	Title:	Manager
Pubco:
PARATAXIS HOLDINGS INC.
By:	/s/ Edward Chin
	Name:	Edward Chin
	Title:	President, Chief Financial Officer, Secretary and Treasurer

[Signature Page to Sponsor Letter Agreement]

Accepted and agreed, effective<br> as of the date first set forth above:
Sponsor:
SILVERBOX SPONSOR IV LLC
By:	/s/ Stephen M. Kadenacy
	Name:	Stephen M. Kadenacy
	Title:	Co-Managing Member

[Signature Page to Sponsor Letter Agreement]

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Exhibit 10.3

FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], 2025 by and between SilverBox Sponsor IV LLC, a Delaware limited liability company, (“SPAC Representative”), Parataxis Holdings Inc., a Delaware corporation (“Pubco”) and the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).

WHEREAS, on [●], 2025, SPAC Representative, SilverBox Corp IV, a Cayman Islands exempted company (“SPAC”), Pubco, PTX Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of Pubco (“SPAC Merger Sub”), PTX Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Company Merger Sub”), Parataxis Holdings LLC, a Delaware limited liability company (the “Company”) and the other parties thereto entered into that certain Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”);

WHEREAS, pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, among other matters, pursuant to and in accordance with applicable laws and upon the consummation of the transactions contemplated by the Business Combination Agreement (the “Closing”): (a) SPAC Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving entity (the “SPAC Merger”) and each security of SPAC outstanding immediately prior to the effective time of the SPAC Merger shall be cancelled in exchange for the right of SPAC security holders to receive substantially equivalent securities of Pubco; (b) Company Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Company Merger,” and together with SPAC Merger, the “Mergers”) and Company Holders receiving shares of Pubco Stock in exchange for their Company Units in accordance with the Business Combination Agreement; and (c) as a result of the Mergers and the other transactions contemplated by the Business Combination Agreement (the “Transactions”), among other matters, SPAC and the Company will become wholly-owned subsidiaries of Pubco and Pubco will become a publicly traded company;

WHEREAS, as of the date hereof, Holder is a holder of Pubco securities in such amount as set forth underneath Holder’s name on the signature page hereto; and

WHEREAS, pursuant to the Business Combination Agreement and the transactions contemplated thereby and the Ancillary Documents, and in view of the valuable consideration to be received by Holder thereunder, the receipt and sufficiency of which is hereby acknowledged, the parties desire to enter into this Agreement, pursuant to which the securities of Pubco received by Holder in the Transactions (all such securities, including, without limitation, any securities into which such securities are exchanged or converted, the “Restricted Securities”) shall become subject to limitations on disposition as set forth herein.

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

1. Lock-Up Provisions.

(a) Holder hereby agrees not to, without the prior written consent of Pubco, during the period (the “Lock-Up Period”) commencing from the Closing Date and ending on the earlier of (A) the six (6) month anniversary of the Closing Date (the “Anniversary Release”) provided that, in the event the S-1 registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) by Pubco to register the sale of the Pubco Class A Stock underlying the convertible notes issued by Pubco at the Closing (the “RegistrationStatement”) has not been declared effective on or prior to the Anniversary Release, then the Anniversary Release will be deemed to be the date such Registration Statement is declared effective by the SEC, (B) the date on which Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of Pubco Stock for cash, securities or other property and (C) the date upon which the VWAP (as defined in the Business Combination Agreement) of Pubco Class A Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) Trading Days (as defined in the Business Combination Agreement) within any consecutive thirty (30) Trading Day period commencing any time 150 days after the Closing Date: (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, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any Restricted Securities; (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 Restricted Securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise; or (iii) publicly announce the intention to effect any transaction specified in clause (i) or (ii) (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (each, a “Permitted Transferee”): (I) in the case of an entity, transfers (1) to another entity that is an Affiliate of the Holder, (2) as part of a distribution to members, partners or stockholders of Holder and (3) to officers or directors of Holder, any Affiliate or family member of any of Holder’s officers or directors, or to any members, officers, directors or employees of Holder or any of its Affiliates; (II) in the case of an individual, transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an Affiliate of such person; (III) to a charitable organization; (IV) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (V) in the case of an individual, transfers pursuant to a qualified domestic relations order; (VI) in the case of an entity, transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (VII) transfers to satisfy any U.S. federal, state, or local income tax obligations of Holder (or its direct or indirect owners) to the extent necessary to cover any tax liability as a direct result of the Transactions; or (VIII) in the form of a pledge of Restricted Securities in a bonafide transaction as collateral to secure obligations pursuant to lending or other financing arrangements between a Holder (or its Affiliates), on the one hand, and a third party, on the other hand, for the benefit of such Holder and/or its Affiliates; provided, however, that during the Lock-Up Period such third party shall not be permitted to foreclose upon such Restricted Securities or otherwise be entitled to enforce its rights or remedies with respect to the Restricted Securities, including, without limitation, the right to vote, transfer or take title to or ownership of such Restricted Securities; provided*,* however, that it shall be a condition to any transfer pursuant to clauses (I) through (VIII) above that the Permitted Transferee executes and delivers to Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. Holder further agrees to execute such agreements as may be reasonably requested by Pubco that are consistent with the foregoing or that are necessary to give further effect thereto. The restrictions set forth herein shall not restrict Holder from making a request for inclusion of its Restricted Securities in any registration statement pursuant to any registration rights agreement between Pubco and the Holder, provided that no public filing or public disclosure relating to such sale of securities is made during the Lock-Up Period.

(b) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Pubco shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Pubco may impose stop-transfer instructions with respect to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.

(c) During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2025, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(d) For the avoidance of any doubt, Holder shall retain all of its rights as a stockholder of Pubco during the Lock-Up Period, including the right to vote any Restricted Securities.

2. Miscellaneous.

(a) Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder are personal to Holder and may not be transferred or delegated by Holder at any time without the prior written consent of Pubco, except in accordance with the procedures set forth for transfers of Restricted Securities to Permitted Transferees in Section 1(a), and any such purported transfer shall be null and void. Pubco may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise) without obtaining the consent or approval of Holder.

(b) Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a party hereto or thereto or a successor or permitted assign of such a party.

(c) Governing Law; Jurisdiction; Specific Performance. Sections 11.6 through 11.8 of the Business Combination Agreement shall apply to this Agreement mutatis mutandis.

(d) Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this 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”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(e) Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by electronic means (including email), with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid 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 Pubco, to:<br><br> <br><br><br> <br>135 W. 50th Street<br><br> <br>Suite 200<br><br> <br>New York, New York 10020<br><br> <br>Attn: Edward Chin<br><br> <br>Email: ed@parataxis.io	With copies to (which shall not constitute notice):<br><br> <br><br><br> <br>Ellenoff Grossman & Schole LLP<br><br> <br>1345 Avenue of the Americas, 11th Floor<br><br> <br>New York, New York 10105, USA<br><br> <br>Attn: Meredith Laitner, Esq.<br><br> <br>Email: mlaitner@egsllp.com
If to Holder, to:<br> the address set forth below Holder’s name on the signature page to this Agreement.

(f) Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of Pubco, SPAC Representative and Holder; provided, however, that if any waiver of any of the Lock-Up Agreements executed in connection with the Business Combination Agreement is granted by Pubco, Pubco will provide notice to Holder and SPAC Representative, and if Holder so elects, such waiver shall be deemed granted mutatis mutandis for this Agreement. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

(g) Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a court of competent jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, 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.

(h) Entire Agreement. This Agreement, together with the Business Combination Agreement to the extent referred to herein, constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Business Combination Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of Pubco, SPAC Representative or Holder under any other agreement between any of Holder, SPAC Representative and Pubco or any certificate or instrument executed by Holder in favor of Pubco, and nothing in any other agreement, certificate or instrument shall limit any of the rights, remedies or obligations of Pubco, SPAC Representative or Holder under this Agreement.

(i) Further Assurances. From time to time, at another party’s reasonable request and without further consideration (but at the requesting party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(j) Counterparts. This Agreement may be executed and delivered (including by electronic signature or by email in portable document form) in two or more counterparts and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

[Remainder of Page Intentionally Left Blank;Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.

Pubco:
PARATAXIS HOLDINGS INC.
By:
Title:

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{Additional Signatures on the Following Pages}

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IN WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.

The SPAC Representative:
SilverBox Sponsor IV LLC, solely in the capacity as the SPAC Representative hereunder
By:
Name:
Title:

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{Additional Signature on the Following Page}

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IN WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.

Holder:
Name of Holder:
By:
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Name:
Title:

Number and Type of Company Units Owned:

:

Address for Notice:

Address:
Facsimile No.:
Telephone No.:
Email:

Exhibit 10.4

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of August 4, 2025, by and among Parataxis Holdings LLC, a Delaware limited liability company (the “Company”), Parataxis Holdings Inc., a Delaware corporation (“Pubco”) and the undersigned subscriber (“Subscriber”).

WHEREAS, (a) SilverBox Corp IV, a Cayman Islands exempted company (“SPAC”), (b) Pubco, (c) PTX Merger Sub I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), (d) the Company, and (e) PTX Merger Sub II LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Pubco (“Company Merger Sub”), and the other parties thereto, intend to enter into a business combination agreement (as amended, modified, supplemented or waived from time to time, the “BCA”);

WHEREAS, pursuant to and in accordance with the BCA, (a) SPAC will de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation

(the “Continuation”, and following the Continuation, the term “SPAC” shall refer to SilverBox Corp IV, a Delaware corporation), (b) following the Continuation, SPAC Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving corporation (such surviving corporation, the “SPAC Surviving Entity” and such merger, the “SPAC Merger”), and with the stockholders of SPAC receiving one share of Class A common stock, par value $0.0001 per share, of Pubco (“Pubco Class A Common Stock”) for each share of common stock of SPAC, par value $0.0001 per share (“SPAC Class A Shares”), held by such shareholder in accordance with the terms of the BCA, and (c) Company Merger Sub will merge with and into Company, with Company continuing as the surviving company (the “Company Surviving Entity”), and with Members of the Company receiving shares of Class A Pubco Common Stock or Class C common stock, par value $0.0001 per share, of Pubco (“Pubco Class C Common Stock”, and together with the Pubco Class A Common Stock, “Pubco Common Stock”) in exchange for their common units of the Company (the “Company Common Units”), and for their non-voting preferred units of the Company (the “Company Preferred Units” together with the Company Common Units, the “Units”), respectively, in accordance with the terms of the BCA (the “Company Merger”, and together with the Continuation and the SPAC Merger, the “Mergers”, and together with the other transactions contemplated by the BCA, the “Transactions”), and as a result of which Mergers, SPAC Surviving Entity and the Company Surviving Entity will become direct wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the BCA and in accordance with applicable law;

WHEREAS, in connection with the Transactions, Subscriber desires to subscribe for and purchase from the Company, on the date of the Subscription Closing (as defined below), (i) such number of Company Preferred Units in the Company as is set forth on the signature page hereto (the “Subscribed Units”), each having the rights, privileges and preferences set out in that certain Amended and Restated Limited Liability Company Agreement of the Company, dated as of August 4, 2025 (as may be further amended, modified, or supplemented from time to time, including pursuant to any joinder agreements executed in accordance therewith, the “LLC Agreement”) at a purchase price of $10.00 per Unit (the “Per Unit Price”) and/or (ii)  pre-funded warrants to purchase Company Preferred Units, substantially in the form attached hereto as Annex A (the “Pre-Funded Warrants” and, together with the Subscribed Units, the “Securities”), in the number set forth on the signature page hereto and at a purchase price equal to the Per Unit Price less $0.001 per Pre-Funded Warrant, with an exercise price equal to $0.001 per Company Preferred Unit (the “Warrant Purchase Price” and in the aggregate together with the aggregate of the Per Unit Price for all Subscribed Units, the “Purchase Price”), and the Company desires to issue to Subscriber the Securities in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Company simultaneously with such purchase;

WHEREAS, on or about the date of this Subscription Agreement, the Company is entering into subscription agreements (the “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with certain other investors (the “Other Subscribers” and, together with Subscriber, the “Subscribers”), pursuant to which the Other Subscribers have agreed to purchase Company Preferred Units on the date thereof at the Per Unit Price (the Units of the Other Subscribers, the “Other Subscribed Units”); and

WHEREAS, upon the consummation of the Transactions, each Subscribed Unit and Prefunded Warrant of the Company shall be converted automatically into such number of shares of Pubco Common Stock or warrants to purchase shares of Pubco Common Stock as calculated in accordance with Section 2.8(a) and (b) of the BCA.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Section 1.               Subscription. Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company hereby agrees to issue and sell to Subscriber, upon payment of the Purchase Price by or on behalf of Subscriber to the Company, the Securities free and clear of all liens, claims, or other encumbrances other than restrictions under applicable securities laws and the LLC Agreement (such subscription and issuance, the “Subscription”).

Section 2.               Subscription Closing.

(a)            The execution of this Subscription Agreement and the consummation of the Subscription contemplated hereby (the “Subscription Closing”) shall occur as set forth below.

(b)            On or prior to the date hereof, Subscriber shall deliver to the Company:

(i)            an amount equal to the total Purchase Price, in such amount as indicated in Subscriber’s signature page to this Subscription Agreement (the “Transferred Funds”) by wire transfer of immediately available funds in U.S. dollars to an escrow account pursuant to an escrow agreement (the “Escrow Agreement”) with Continental Stock Transfer & Trust Company, a Delaware corporation (“Escrow Agent”) specified on Annex B hereto (the “Escrow Account”), for the purpose of transferring such Transferred Funds to Galaxy Digital (“Galaxy”) to purchase Bitcoin;

(ii)           a duly executed joinder agreement to the LLC Agreement in the form attached hereto as Annex C, pursuant to which Subscriber shall accept all the rights, duties, and obligations set forth in the LLC Agreement and become a Preferred Member (as defined in the LLC Agreement) of the Company;

(iii)           a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8; and

(iv)         such information as is reasonably requested by the Company in order for the Company to admit Subscriber as Preferred Member and to issue the Securities to Subscriber.

(c)            The Transferred Funds shall be released from the Escrow Account to Galaxy to purchase Bitcoin within one (1) Business Day of the signing of the BCA, provided that (unless consented to by the Subscriber) the signed BCA does not contain any provisions adverse to the economic interests of the Subscriber in any material respect, as compared to the draft previously shared with the Subscriber and attached hereto as Annex E (an “Adverse Change”). If the BCA is not signed within five (5) Business Days of the date hereof, the Transferred Funds shall be promptly returned to the Subscriber by the Escrow Agent. If the BCA is not signed with ten (10) Business Days of the date hereof or the BCA contains an Adverse Change, the Subscriber shall have the right to terminate this Subscription Agreement.

(d)            On the date of the Subscription Closing, subject to Subscriber’s fulfillment of its obligations under Section 2(b) above, the Company shall update the Company’s books and records to reflect (x) the admission of Subscriber as a Preferred Member holding the Subscribed Units equal to the number of Subscribed Units indicated on Subscriber’s signature page to this Subscription Agreement and (y) a Capital Contribution (as defined in the LLC Agreement) by Subscriber in the amount of the Purchase Price. To the extent that they are certificated, the Securities shall contain a legend in substantially the following form:

THE OFFER AND SALE OF THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

(e)            On or prior to the date hereof, the Company shall enter into (i) the Escrow Agreement and (ii) agreements with Anchorage or one of its affiliates, providing for the custody and purchase of digital assets (the “Custody Agreement”). Within five (5) Business Days of the Subscription Closing, the Company will cause Escrow Agent to transfer all of the Transferred Funds from the Escrow Account to Galaxy (the “Bitcoin Funds”). Promptly upon receipt of the Bitcoin Funds (but no later than ten (10) Business Days after receipt by Galaxy of the Bitcoin Funds), the Company shall cause Galaxy to use the Bitcoin Funds to purchase Bitcoin on behalf of the Company (the “Purchased Bitcoin”) at the then-prevailing spot market price of Bitcoin at the time of execution of the trades. The Purchased Bitcoin shall be transferred and held in a custody account at Anchorage in the name of the Company, for which Anchorage serves as the custodian (the “Custody Account”). The Company shall cause Anchorage to provide prompt written confirmation to the Company upon completion of a Bitcoin purchase, including details of the amount of the Purchased Bitcoin, the execution price(s), and any fees incurred.

(f)            Until the closing of the Transactions, the Company and Pubco covenant that all of the Bitcoin Funds delivered to Galaxy shall be used exclusively to purchase Bitcoin on behalf of the Company. Additionally, until the closing of the Transactions, the Company and Pubco covenant that the Purchased Bitcoin shall (i) not be pledged, hypothecated, or otherwise used as collateral to secure any indebtedness or obligation, and (ii) remain free and clear of all liens, charges, and encumbrances.

(g)            The Purchased Bitcoin may not be released from the Custody Account until (i) the earlier of either (A) the closing of the Transactions or (B) termination of the BCA in accordance with its terms and (ii) an Authorized Person (as defined in the Custody Agreement) authorizes the release of the Purchased Bitcoin through Anchorage.

(h)            If consummation of the Transactions occurs, then on the closing date of the Transactions, the Purchased Bitcoin will be released from the Custody Account and transferred to a digital asset wallet account in accordance with the procedures set forth in the Custody Agreement.

(i)             In the event that the consummation of the Transactions does not occur prior to the Outside Date (as defined in the BCA), unless otherwise agreed to in writing by the Company, Pubco and Subscriber, Subscriber shall be entitled, by providing written notice thereof to the Company and Pubco, to receive the portion of the Purchased Bitcoin purchased with the Subscriber’s Transferred Funds (the “Subscriber Bitcoin Portion”), and the Company shall cause Anchorage to promptly return the Purchased Bitcoin to Subscriber (net of amounts withheld to pay selling expenses and a pro rata portion of other administrative costs and fees incurred in connection with the Purchased Bitcoin, including costs and fees related to the Custody Agreement and the Escrow Agreement) by transfer to a digital asset wallet account specified by Subscriber, and the Securities shall be deemed cancelled. Subscriber may instead instruct the Company to instruct Anchorage to sell the Subscriber Bitcoin Portion and to wire the resulting cash proceeds to Escrow Agent, which will subsequently wire to Subscriber such cash proceeds (the “Cash Election”).

Section 3.               Company Representations and Warranties. The Company represents and warrants to Subscriber and the Placement Agent as of the date hereof, that:

(a)            The Company (i) is validly existing and in good standing under the Delaware Limited Liability Company Act, (ii) has the requisite limited liability company power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted and to enter into and perform its obligations under this Subscription Agreement, and (iii) is duly licensed or qualified to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties or assets requires such license or qualification.

(b)            The issuance and sale of the Securities and the transactions contemplated under the Subscription Agreement, the Pre-Funded Warrants, the Other Subscription Agreements, and the LLC Agreement have been duly authorized by the Company. The issuance and sale of the Subscribed Units, when issued and delivered to Subscriber pursuant to this Subscription Agreement and the LLC Agreement (subject to the receipt of the Purchase Price in accordance with the terms of this Subscription Agreement), will be validly issued, fully paid and free and clear of all liens or other restrictions (other than those arising under this Subscription Agreement, the BCA, the Company Organizational Documents (as defined below) or applicable securities laws), and will not have been issued in violation of, or subject to, any preemptive or similar rights created under the Company Organizational Documents (as in effect at such time of issuance) or under the Delaware Limited Liability Company Act.

(c)            The Subscription Agreement has been duly authorized, validly executed and delivered by the Company, and assuming the due authorization, execution and delivery of the same by the applicable counterparties, the Subscription Agreement shall constitute the valid and legally binding obligation of the Company, enforceable against the Company, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies (collectively, the “Enforceability Exceptions”).

(d)            Assuming the accuracy of the representations and warranties of Subscriber set forth in Section 5, the execution, delivery of and performance of the Subscription Agreement and the LLC Agreement, the issuance of the Securities hereunder, the compliance by the Company with all of the provisions of the Subscription Agreement applicable to the Company and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, (ii) conflict with or violate any provision of, or result in the breach of, the Company’s organizational documents, including the LLC Agreement (“Company Organizational Documents”), or (iii) conflict with or result in any violation of any statute or any judgment, order, rule or regulation of any court governmental authority with competent jurisdiction over the Company or any of its properties.

(e)            Assuming the accuracy of the representations and warranties of Subscriber set forth in Section 5, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or governmental authority with competent jurisdiction, self-regulatory organization, including any stock exchange (“Stock Exchange”) or other person in connection with the execution, delivery and performance of the Subscription Agreement, other than (i) filings required by applicable state securities laws, (ii) filings required by the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules of United States Securities and Exchange Commission (the “Commission”), and (iii) filings required to consummate the Transactions as provided in the BCA.

(f)            There is no material (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator with competent jurisdiction 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 authority or arbitrator with competent jurisdiction outstanding against the Company.

(g)            Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5, no registration under the Securities Act or any state securities (or Blue Sky) laws is required for the offer and sale of the Securities and the exchange of the Securities for Pubco Common Stock or warrants to Subscriber.

(h)            Neither the Company nor any person acting on its behalf has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities. The Securities 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. Neither the Company nor any person acting on its behalf has, directly or indirectly, at any time within the past thirty (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 of the Securities as contemplated hereby or the Other Subscribed Units as contemplated by the Other Subscription Agreements or (ii) cause the offering of the Securities pursuant to this Subscription Agreement or the Other Subscribed Units pursuant to the Other Subscription Agreements to be integrated with prior offerings by the Company or Pubco for purposes of the Securities Act or any applicable equityholder approval provisions. Neither the Company nor any person acting on its behalf (other than the Placement Agent (as defined below) and those persons acting on behalf of the Placement Agent) has offered or sold any securities, or has taken any other action, which would reasonably be expected to subject the offer, issuance or sale of the Securities or the Other Subscribed Units, as contemplated hereby, to the registration provisions of the Securities Act.

(i)             No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3) of the Securities Act is applicable.

(j)             Other than compensation to be paid to Clear Street LLC as placement agent to Pubco (the “Placement Agent”) in an amount equal to 4% of the proceeds from the sale of Units, which becomes payable at the closing of the Transactions, no broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with the sale of the Securities to Subscriber.

(k)            Schedule 3(k) sets forth all of the issued and outstanding membership interests of the Company, each as represented by a percentage interest of the Company, as of the date hereof and prior to giving effect to the Transactions and the financings related thereto, including this Subscription Agreement and the Other Subscription Agreements. All issued and outstanding Units have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to preemptive or similar rights except for restrictions on transfer provided for herein, in the LLC Agreement, in the BCA, or under the Securities Act or other applicable securities laws. Upon such issuance of the Subscribed Units in accordance with the terms of this Subscription Agreement, Subscriber shall have the rights and obligations of a Member under the LLC Agreement. Except as set forth on Schedule 3(k), the Company has no subsidiaries and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no shareholder 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 Units or other membership interests in the Company, other than as contemplated by the LLC Agreement, the BCA or as described in the forms, reports, schedules, statements, registration statements, prospectuses, and other documents filed or furnished as of the date hereof by SPAC with the Commission under the Securities Act and/or the Exchange Act. Other than the LLC Agreement, there are no securities or instruments issued by or to which the Company 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 Securities.

(l)             The Company is not, and immediately after receipt of payment for the Securities and Other Subscribed Units and consummation of the Transactions and the transactions contemplated in the Subscription Agreement, will not be, an “investment company” within the meaning of the Investment Company Act.

(m)           None of the Company or any of its controlled affiliates (i) is 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 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, directly or indirectly, in a “covered activity,” as such term is defined in 31 C.F.R. § 850.208.

(n)            None of the Company or any of its directors, officers, employees, or, to the knowledge of the Company, agents, affiliates or representatives, is or has been in the past five (5) years the subject of any investigation, inquiry, or enforcement action by any governmental or regulatory authority regarding any violation or alleged violation of any applicable anti-money laundering laws, anti-corruption laws (including the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)), economic sanctions laws or regulations (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)), or anti-terrorism financing laws.

(o)            The Company has not entered into any subscription agreement, side letter or other agreement with any Other Subscriber in connection with such Other Subscription Agreements to purchase Securities thereunder on terms more favorable to Subscriber or other investor than as set forth in this Agreement, other than terms particular to compliance with any law, regulation or policy specifically applicable to such Other Subscriber or its affiliates or related funds or in connection with the taxable status of such other Subscriber or its affiliates or related funds or other terms that are immaterial to the Subscriber. Additionally, from the date that the BCA is signed until the closing of the Transactions, the Company will not enter into any subscription agreement, side letter or other agreement to issue securities (an “Other Financing Agreement”) on terms more favorable to the investor party thereto (the “Other Investor”) than as set forth in this Agreement, other than terms particular to compliance with any law, regulation or policy specifically applicable to such Other Investor or its affiliates or related funds or in connection with the taxable status of such Other Investor or its affiliates or related funds or other terms that are immaterial to the Subscriber. For the avoidance of doubt, the foregoing shall exclude any commercial arrangements entered into by the Company with Other Subscribers that have executed Other Subscription Agreements or Other Investors that enter into Other Financing Agreements and that the Company has determined are strategic investors.

Section 4.               Pubco Representations and Warranties. Pubco represents and warrants to the Company and the Placement Agent, as of the date hereof, that:

(a)            Pubco (i) is validly existing and in good standing under the Delaware General Corporation Law, (ii) has the requisite corporate power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted and to enter into and perform its obligations (including the registration obligations set forth in Section 6 below) under the Subscription Agreement, and (iii) is duly licensed or qualified to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties or assets requires such license or qualification.

(b)            The Subscription Agreement has been duly authorized, validly executed and delivered by Pubco and assuming the due authorization, execution and delivery of the same by applicable counterparties, the Subscription Agreement shall constitute the valid and legally binding obligation of Pubco, enforceable against Pubco in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions.

(c)            Assuming the accuracy of the representations and warranties of Subscriber set forth in Section 5, the execution, delivery and performance of the Subscription Agreement, the issuance of the Securities hereunder, the compliance by Pubco with all of the provisions of the Subscription Agreement applicable to Pubco and the consummation of the transactions contemplated herein and therein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Pubco pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Pubco is a party or by which Pubco is bound or to which any of the property or assets of Pubco is subject, (ii) conflict with or violate any provision of, or result in the breach of, Pubco’s organizational documents, or (iii) conflict with or result in any violation of any statute or any judgment, order, rule or regulation of any court governmental authority with competent jurisdiction over Pubco or any of its properties.

(d)            Assuming the accuracy of the representations and warranties of Subscriber set forth in Section 5, Pubco is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or governmental authority with competent jurisdiction, self-regulatory organization, including any stock exchange or other person in connection with the execution, delivery and performance of the Subscription Agreement, other than (i) filings required by applicable state securities laws, (ii) filings required by the Securities Act, the Exchange Act, and the rules of the Commission, and (iii) filings required to consummate the Transactions as provided in the BCA.

Section 5.               Subscriber Representations and Warranties. Subscriber represents, warrants and covenants to the Company, Pubco and the Placement Agent that:

(a)            If Subscriber is a legal entity, Subscriber (i) has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of formation or incorporation and (ii) has the requisite power and authority to enter into, and perform its obligations under, this Subscription Agreement and the LLC Agreement. If Subscriber is an individual, Subscriber has the legal competence and capacity to enter into and perform its obligations under this Subscription Agreement and the LLC Agreement.

(b)            If Subscriber is a legal entity, this Subscription Agreement and the LLC Agreement has been duly authorized, validly executed and delivered by Subscriber. If Subscriber is an individual, Subscriber’s signature is genuine and the signatory has the legal competence and capacity to execute this Subscription Agreement and the LLC Agreement. Assuming the due authorization, execution and delivery of the same by the Company and Pubco, this Subscription Agreement shall constitute the valid and legally binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to the Enforceability Exceptions.

(c)            The execution, delivery and performance of this Subscription Agreement and the LLC Agreement, the purchase of the Securities hereunder, the compliance by Subscriber with all of the provisions of this Subscription Agreement and the LLC Agreement applicable to such Subscriber and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject; (ii) if Subscriber is a legal entity, the organizational documents of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental authority with competent jurisdiction over Subscriber or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a Subscriber Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Subscriber that, individually or in the aggregate, would reasonably be expected to materially impair or materially delay Subscriber’s performance of its obligations under this Subscription Agreement, including the purchase of the Securities.

(d)            Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), or (7) under the Securities Act) satisfying the applicable requirements set forth on Annex D hereto, or a newly formed entity in which all of the equity owners are accredited investors and is an institutional account as defined in FINRA Rule 4512(c), (ii) is an “institutional investor” (as defined in FINRA Rule 2111), (iii) if located or resident in a member state of the European Economic Area, is a “qualified investor” within the meaning of Article 2 of Regulation (EU) 2017/1129 (as amended, the “EU Prospectus Regulation”), (iv) if located or resident in the United Kingdom, is a “qualified investor” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) who is also (x) an investment professional falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”); (y) a high net worth entity falling within Article 49(2)(a) to (d) of the Order; or (z) a person to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”)) in connection with the issue or sale of the Securities may be lawfully communicated or caused to be communicated, (v) is acquiring the Securities only for its own account and not for the account of others, or if Subscriber is subscribing for the Securities as a fiduciary or agent for one or more investor accounts, each owner of such account is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) and Subscriber has sole investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (vi) is not acquiring the Securities with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or other applicable securities laws (and has provided the Company, Pubco and the Placement Agent with the requested information on Annex D following the signature page hereto).

(e)            Subscriber acknowledges and agrees that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Securities have not been registered under the Securities Act and that neither the Company nor Pubco is required to register the Securities except as set forth in Section 6. Subscriber acknowledges and agrees that the Securities may not be offered, resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to the Company, Pubco or a subsidiary thereof, (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act, and, in each of clauses (i)-(ii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or account entries representing the Securities shall contain a restrictive legend to such effect. Subscriber acknowledges and agrees that the Securities will be subject to these securities law transfer restrictions, and as a result of these transfer restrictions, Subscriber may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Securities and may be required to bear the financial risk of an investment in the Securities for an indefinite period of time. Subscriber acknowledges and agrees that, unless the Securities are earlier registered on a Registration Statement (as defined below) or exchanged for Pubco Common Stock or warrants pursuant to the registration statement on Form S-4 with respect to the Transactions and the proxy statement/prospectus included therein (the “Form S-4”), the Securities (or the Pubco Common Stock or warrants issued in exchange for such Securities) will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”) until at least (x) if the issuer is the Company, one year from the date hereof; or (y) if the issuer is Pubco, one year from the date Pubco is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, among other requirements. 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 the Securities (or the Pubco Common Stock or warrants issued in exchange for such Securities).

(f)             Subscriber understands and agrees that Subscriber is purchasing the Securities directly from the Company. Subscriber further acknowledges that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties, covenants or agreements made to Subscriber by the Company, Pubco, the Placement Agent or any of their respective affiliates or any of such person’s or its or their respective affiliates’ control persons, officers, directors, partners, members, managing members, managers, agents, employees or other representatives, legal counsel, financial advisors, accountants or agents (collectively, “Representatives”), any other party to the Transactions or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company or Pubco set forth in this Subscription Agreement and the LLC Agreement, and Subscriber is not relying on any other purported representations, warranties, covenants, agreements or statements (including by omission), which are hereby disclaimed by Subscriber.

(g)            In making its decision to purchase the Securities, Subscriber has relied solely upon an independent investigation made by Subscriber of the Company’s and Pubco’s respective representations in this Subscription Agreement and the LLC Agreement. Subscriber acknowledges and agrees that Subscriber has had access to, has received, and has had an adequate opportunity to review, such information as Subscriber deems necessary in order to make an investment decision with respect to the Securities, including with respect to the Company, Pubco and the Transactions, and Subscriber has made its own assessment and is satisfied concerning the relevant financial, tax and other economic considerations relevant to Subscriber’s investment in the Securities.

(h)            Subscriber acknowledges and agrees that none of the Company, Pubco, the Placement Agent nor their respective affiliates or any of such person’s or its or their respective affiliates’ Representatives has provided Subscriber with any advice with respect to the Securities. Other than as set forth herein, none of the Company, Pubco, the Placement Agent or any of their respective affiliates or Representatives has made or makes any representation or warranty, whether express or implied, of any kind or character as to the Company, Pubco or the quality or value of the Securities.

(i)             Subscriber became aware of this offering of the Securities solely by means of direct contact between Subscriber, on the one hand, and the Company (and its Representatives, including the Placement Agent), on the other, and the Securities were offered to Subscriber solely by direct contact between Subscriber, on the one hand, and the Company (and its Representatives, including the Placement Agent), on the other, or their respective affiliates. Subscriber did not become aware of this offering of the Securities, nor were the Securities offered to Subscriber, by any other means, and none of the Company or Pubco or their respective Representatives (including the Placement Agent) acted as investment advisor, broker or dealer to Subscriber. Subscriber acknowledges that the Securities (i) were not offered by any form of general solicitation or general advertising (within the meaning of Regulation D of 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.

(j)             Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Securities, including those set forth in the LLC Agreement. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, and Subscriber has had an opportunity to seek, and has sought, such accounting, legal, business and tax advice as Subscriber has considered necessary to make an informed investment decision. Subscriber (i) is an institutional account as defined in FINRA Rule 4512(c) and an institutional “accredited investor” as defined in Rule 501(a) under the Securities Act, (ii) is a sophisticated institutional investor, experienced in investing in business 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 Securities.

(k)            Subscriber has adequately analyzed and fully considered the risks of an investment in the Securities and determined that the Securities 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 Pubco. Subscriber acknowledges specifically that a possibility of total loss exists.

(l)             Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made any findings or determination as to the fairness of this investment.

(m)           Neither Subscriber nor any of its affiliates, 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 (including individual or entity) that is the target or the subject of economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by relevant governmental authorities with competent jurisdiction, including, but not limited to those administered by the U.S. government through OFAC and the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, or the United Kingdom (including His Majesty’s Treasury of the United Kingdom (collectively, “Sanctions”)), (ii) a person or entity listed on the List of Specially Designated Nationals and Blocked Persons administered by OFAC, or in any Executive Order issued by the President of the United States and administered by OFAC, or any other any Sanctions-related list of sanctioned persons maintained by OFAC, the Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union, any EU member state, or the United Kingdom (collectively, “Sanctions Lists”), (iii) organized, incorporated, established, located, resident or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, or the so-called Luhansk People’s Republic regions of Ukraine, as well as the non-controlled regions of the oblasts of Zaporizhzhia and Kherson or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European Union or any individual European Union member state, or the United Kingdom; (iv) directly or indirectly owned or controlled (as ownership and control are defined and interpreted under applicable sanctions), or acting on behalf or at the direction of, any such person or persons described in any of the foregoing clauses (i) through (iv), except in each case as permitted under Sanctions laws; or (v) a non-U.S. institution that accepts currency for deposit and that has no physical presence in the jurisdiction in which it is incorporated or in which it is operating, as the case may be, and is unaffiliated with a regulated financial group that is subject to consolidated supervision (a “non-U.S. shell bank”) or providing banking services indirectly to a non-U.S. shell bank (collectively, (i) through (v), a “Prohibited Investor”). 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. Subscriber represents that (x) if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Subscriber maintains policies and procedures to ensure compliance with its obligations under the BSA/PATRIOT Act, and (y) to the extent required, it maintains policies and procedures reasonably designed to ensure compliance with the anti-corruption and anti-money laundering-related laws administered and enforced by other governmental authorities with competent jurisdiction. Subscriber also represents that it maintains policies and procedures reasonably designed to ensure compliance with Sanctions. Subscriber further represents and warrants that, to its knowledge, (A) none of the funds held by Subscriber and used to purchase the Securities are be derived from transactions directly or indirectly with or for the benefit of any Prohibited Investor, (B) such funds are from legitimate sources and do not constitute the proceeds of criminal conduct or criminal property, (C) such funds do not originate from and have not been routed through an account maintained at a non-U.S. shell bank; and (D) it maintains policies and procedures reasonably designed to ensure the funds held by Subscriber and used to purchase the Securities were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor or from or through a non-U.S. shell bank.

(n)            No foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Company as a result of the purchase and sale of Securities hereunder, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Company from and after the date hereof as a result of the purchase and sale of Securities hereunder.

(o)            If Subscriber is an employee benefit plan that is subject to Title I of the 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) it has not relied on the Company, Pubco, the Placement Agent or any of their respective affiliates (the “Transaction Parties”) for investment advice or as the Plan’s fiduciary with respect to its decision to acquire and hold the Securities, and none of the Transaction Parties 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 Securities and (ii) the acquisition and holding of the Securities will not result in a non-exempt prohibited transaction under ERISA or section 4975 of the Code.

(p)            Subscriber has access to sufficient funds to pay the Purchase Price pursuant to Section 2.

(q)            Subscriber agrees that none of (i) any Other Subscriber pursuant to an Other Subscription Agreement or any other agreement related to the private placement of Units (including the controlling persons, officers, directors, partners, agents or employees of any such Subscriber) nor (ii) the Placement Agent 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 Other Subscriber, or any person claiming through Subscriber or any Other Subscriber, pursuant to this Subscription Agreement or related to the private placement of the Securities, the negotiation hereof or the subject matter hereof, or the transactions contemplated hereby, for any action heretofore or hereafter taken or omitted to be taken by any of the foregoing in connection with the purchase of the Securities.

(r)             No broker or finder is entitled to any brokerage or finder’s fee or commission to be paid by Subscriber solely in connection with the sale of the Securities to Subscriber.

(s)            Subscriber is not currently (and at all times through the closing of the Transactions 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), including any group acting for the purpose of acquiring, holding or disposing of equity securities of Pubco (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

(t)             Subscriber acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to the Company and Pubco; provided that each of the Company and Pubco agree that the Company and Pubco, and each of their respective officers, directors, employees or agents shall use their best efforts not to provide the Subscriber with any material, non-public information regarding the Company or Pubco or any of their respective subsidiaries, as applicable, from and after the date of this Subscription Agreement without the express prior written consent of the Subscriber (which may be granted or withheld in such Subscriber’s sole discretion).

(u)            Subscriber has not relied on any statements or other information provided by the Placement Agent concerning the Company, Pubco or the Securities or the offer and sale of the Securities. No disclosure or offering document has been prepared by the Placement Agent in connection with the offer and sale of the Securities. The Placement Agent and each of its members, directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company, Pubco or the Securities or the accuracy, completeness or adequacy of any information supplied to Subscriber by or on behalf of the Company and Pubco. In connection with the issue and purchase of the Securities the Placement Agent has not made any recommendations regarding an investment in the Company, Pubco, the Securities or Pubco Common Stock or warrants or acted as Subscriber’s financial advisor or fiduciary.

(v)            Subscriber covenants that neither it, nor any affiliate acting on its behalf or pursuant to any understanding with it, has executed any purchases or sales of any of securities of SPAC during the period that commenced at the time that Subscriber first learned of the transactions contemplated hereunder and ending at such time that the transactions contemplated by this Subscription Agreement are first publicly announced pursuant to the initial press release as described in Section 7(t). Subscriber covenants that until the earlier of such time as (i) the transactions contemplated by this Subscription Agreement are publicly disclosed by SPAC pursuant to the initial press release as described in Section 7(t) or (ii) such transactions are otherwise made generally available to the public other than as a result of breach of this Subscription Agreement by Subscriber (the “Release Date”), Subscriber will maintain the confidentiality of the existence and terms of the Subscription and the Transactions and the transactions contemplated hereby. Notwithstanding the foregoing and notwithstanding anything contained in this Subscription Agreement to the contrary, Pubco expressly acknowledges and agrees that Subscriber shall have no duty of confidentiality as set forth in this Section 5(v) to the Company after the Release Date. Notwithstanding the foregoing, in the case that Subscriber is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of Subscriber’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of Subscriber’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Subscription Agreement.

(w)           Subscriber acknowledges and understands that Bitcoin is a volatile asset and the value of the Purchased Bitcoin that may be returned to Subscriber hereunder may be less than the value of the Purchase Price initially transferred to the Escrow Account.

Section 6.          Registration Matters.

(a)            Pubco agrees to use commercially reasonable efforts to register on the Form S-4, the Pubco Common Stock or warrants into which the Subscribed Units will be converted upon consummation of the Company Merger (such securities, the “Registrable Securities”). Pubco’s obligations to include the Registrable Securities in the Form S-4 are contingent upon Subscriber promptly furnishing any information reasonably requested by the Company or Pubco for purposes of making applicable disclosures in the Form S-4. For purposes of this Section 6, (i) “Registrable Securities” shall mean, as of any date of determination, the Registrable Securities and any other equity security issued or issuable with respect to the Registrable Securities by way of share split, dividend, distribution, recapitalization, merger, exchange, or replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 6 shall have been duly assigned.

(b)            To the extent that any Registrable Securities are unable to be included on the Form S-4, then, subject to Section 6(c), the Company agrees that, as soon as practicable but in no event later than forty-five (45) calendar days following the consummation of the Transactions, Pubco shall file with the Commission (at Pubco’s sole cost and expense) a registration statement registering the resale of such Registrable Securities (such registration statement, the “Registration Statement”), and Pubco shall have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than ninety (90) calendar days after the closing of the Transactions (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended by thirty (30) calendar days if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that the Company shall cause Pubco to request the Registration Statement declared effective promptly after the date Pubco is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of calendar days as the number of calendar days during which the Commission remains closed. Pubco will provide a draft of the Registration Statement to Subscriber at least five (5) Business Days in advance of the date of filing the Registration Statement with the Commission. Unless otherwise agreed to in writing by Subscriber prior to the filing of the Registration Statement, Subscriber shall not be identified as a statutory underwriter in the Registration Statement unless the Commission requests that Subscriber be identified as a statutory underwriter; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request to Pubco. Notwithstanding the foregoing, if the Commission or its regulations prevent Pubco from including any or all of the Registrable Securities proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the Commission. In such event, the number of Registrable Securities shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional Registrable Securities under Rule 415 under the Securities Act, Pubco shall amend the Registration Statement or file one or more new Registration Statement(s) (with such amendment or new Registration Statement also being deemed to be a “Registration Statement” hereunder) to register such additional Registrable Securities and use commercially reasonable efforts to cause such amendment or Registration Statement(s) to become effective as promptly as practicable after the filing thereof, but in any event no later than fifteen (15) calendar days after the filing of such Registration Statement (the “Additional Effectiveness Deadline”); provided, that the Additional Effectiveness Deadline shall be extended to sixty (60) calendar days after the filing of such Registration Statement, including any new Registration Statement or amended Registration Statement, if such Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that Pubco shall request that such Registration Statement be declared effective promptly after the date Pubco is notified (orally or in writing, whichever is earlier) by the staff of the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of calendar days as the number of calendar days during which the Commission remains closed. Any failure by Pubco to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve Pubco of its obligations to file or effect a Registration Statement as set forth in this Section 6.

(c)            Pubco agrees that, except for such times as Pubco is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement as provided in Section 6(c), Pubco will use its commercially reasonable efforts to cause such Registration Statement to remain effective with respect to Subscriber, including to prepare and file any post-effective amendment to such Registration Statement or a supplement to the related prospectus such that the prospectus will not include any untrue statement or a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, until the earliest to occur of (i) the date on which Subscriber ceases to hold any Registrable Securities issued pursuant to this Subscription Agreement and (ii) the first date on which Subscriber can sell all of its Registrable Securities issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount of such securities that may be sold and without the requirement for Pubco to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (the period from the effectiveness date of the Registration Statement to the earliest of clauses (i) and (ii), the “Effectiveness Period”). During the Effectiveness Period, Pubco (i) will use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable; (ii) file all reports, and provide all customary and reasonable cooperation, necessary to enable Subscriber to resell Registrable Securities pursuant to the Registration Statement; and (iii) qualify the Registrable Securities for listing on a Stock Exchange and update or amend the Registration Statement as necessary to include Registrable Securities. Pubco will use its commercially reasonable efforts to (A) for so long as Subscriber holds Registrable Securities, make and keep public information available (as those terms are understood and defined in Rule 144) and file with the Commission in a timely manner all reports and other documents required of Pubco under the Exchange Act so long as Pubco remains subject to such requirements to enable Subscriber to resell the Registrable Securities pursuant to Rule 144, (B) at the reasonable request of Subscriber, deliver all the necessary documentation to cause Pubco’s transfer agent to remove all restrictive legends from any Registrable Securities being sold under the Registration Statement or pursuant to Rule 144 at the time of sale of the Registrable Securities, and (C) cause its legal counsel to deliver to the transfer agent the necessary legal opinions required by the transfer agent, if any, in connection with the instruction under clause (B) upon the receipt of Subscriber representation letters and such other customary supporting documentation as requested by (and in a form reasonably acceptable to) such counsel. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of Registrable Securities to Pubco (or its successor) as may be reasonably required to enable Pubco to make the determination described above.

(d)            Pubco’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing in writing to Pubco a completed selling stockholder questionnaire in customary form that contains such information regarding Subscriber, the securities of Pubco held by Subscriber and the intended method of disposition of the Registrable Securities as shall be reasonably requested by Pubco to effect the registration of the Registrable Securities, and Subscriber shall execute such documents in connection with such registration as Pubco may reasonably request that are customary of a selling stockholder in similar situations, including providing that Pubco shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement (i) as permitted hereunder and (ii) as may be necessary in connection with the preparation and filing of a post-effective amendment to the Registration Statement following the filing of Pubco’s Annual Report on Form 10-K for its first completed fiscal year following the effective date of the Registration Statement; provided, that Pubco shall request such information from Subscriber, including the selling stockholder questionnaire, at least five (5) Business Days prior to the anticipated date of filing the Registration Statement with the Commission. In the case of the registration effected by Pubco pursuant to this Subscription Agreement, Pubco shall, upon reasonable request, inform Subscriber as to the status of such registration. Subscriber shall not be entitled to use the Registration Statement for an underwritten offering of Registrable Securities. Notwithstanding anything to the contrary contained herein, Pubco may from time to time require Subscriber not to sell under the Registration Statement or suspend the use or effectiveness of any such Registration Statement if (A) 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, including as a result of any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information, (B) such filing or use would materially affect a bona fide business or financing transaction of Pubco or would require premature disclosure of information that would materially adversely affect Pubco, (C) in the good faith judgment of the majority of the members of Pubco’s board of directors, such filing or effectiveness or use of such Registration Statement would be seriously detrimental to Pubco, (D) the majority of the board determines to delay the filing or initial effectiveness of, or suspend use of, a Registration Statement and such delay or suspension arises out of, or is a result of, or is related to or is in connection with any publicly available written guidance, comments, requirements or requests of the SEC staff under the Securities Act, or (E) as may be necessary in connection with the preparation and filing of a post-effective amendment to the Registration Statement following the filing of Pubco’s Annual Report on Form 10-K for its first completed fiscal year following the effective date of the Registration Statement (each such circumstance, a “Suspension Event”); provided, that, (x) Pubco shall not so delay filing or so suspend the use of the Registration Statement for a period of more than forty-five (45) consecutive days or more than ninety (90) total calendar days in any consecutive three hundred sixty (360) day period, or more than two (2) times in any consecutive three hundred sixty (360) day period and (y) Pubco shall use commercially reasonable efforts to make such registration statement available for the sale by Subscriber of such securities as soon as practicable thereafter.

(e)            Upon receipt of any written notice from Pubco of the happening of (i) an issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose, which notice shall be given no later than one (1) Business Days from the date of such event, (ii) any Suspension Event during the period that the Registration Statement is effective, which notice shall be given no later than one (1) Business Days from the date of such Suspension Event, or (iii) 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 (1) it will immediately discontinue offers and sales of the Registrable Securities under the Registration Statement until Subscriber receives copies of a supplemental or amended prospectus (which Pubco agrees to use commercially reasonable efforts to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by Pubco that it may resume such offers and sales and (2) it will maintain the confidentiality of any information included in such written notice delivered by Pubco unless otherwise required by law, subpoena or regulatory request or requirement. If so directed by Pubco, Subscriber will deliver to Pubco or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Registrable Securities in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (w) to 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 (x) to copies stored electronically on archival servers as a result of automatic data back-up.

(f)             Pubco shall indemnify, defend and hold harmless Subscriber, (to the extent Subscriber is a seller under the Registration Statement), the officers, directors, members, managers, partners, agents and employees of Subscriber each person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, managers, partners, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all out-of-pocket and reasonably documented losses, claims, damages, liabilities, costs (including reasonable and documented external attorneys’ fees) and expenses (collectively, “Losses”) arising out of or caused by or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such untrue statements, alleged untrue statements, omissions or alleged omissions are (1) based upon information regarding Subscriber furnished in writing to Pubco by or on behalf of Subscriber expressly for use therein or Subscriber has omitted a material fact from such information or (2) result from or in connection with any offers or sales effected by or on behalf of Subscriber in violation of Section 6(d). Notwithstanding the foregoing, Pubco’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of Pubco (which consent shall not be unreasonably withheld or delayed). Pubco shall provide Subscriber with an update on any threatened or asserted proceedings arising from or in connection with the transactions contemplated by this Section 6 of which Pubco receives notice whether oral or in writing.

(g)            To the extent Subscriber is a seller under the Registration Statement, Subscriber shall, indemnify, defend and hold harmless Pubco and its directors, officers, members, managers, partners, agents and employees, each person who controls or Pubco (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, members, managers, partners, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding Subscriber furnished in writing to Pubco by or on behalf of Subscriber expressly for use therein. In no event shall the liability of Subscriber be greater in amount than the United States dollars amount of the net proceeds received by Subscriber upon the sale of the Registrable Securities giving rise to such indemnification obligation. Notwithstanding the forgoing, Subscriber’s indemnification obligation shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of Subscriber (which consent shall not be unreasonably withheld or delayed).

(h)           Any person or entity entitled to indemnification herein shall (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 or entity’s right to indemnification hereunder to the extent such failure has not 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, conditioned or delayed). 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), which settlement shall not include a statement or admission of fault and culpability on the part of such indemnified party, and which settlement shall include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

(i)             The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the transfer of the Registrable Securities pursuant to this Subscription Agreement.

(j)             If the indemnification provided under this Section 6 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any Losses, 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 in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations; provided, however, that the liability of Subscriber shall be limited to the net proceeds received by Subscriber from the sale of Registrable Securities giving rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by, in the case of an omission), or on behalf of such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses shall be deemed to include, subject to the limitations set forth in this Section 6, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 6(j) from any person or entity who was not guilty of such fraudulent misrepresentation. Notwithstanding anything to the contrary herein, in no event will any party be liable for punitive damages in connection with this Subscription Agreement or the transactions contemplated hereby.

(k)            At any time and from time to time in connection with a bona-fide sale of Registrable Securities effected in compliance with the requirements of Rule 144 under the Securities Act or through any broker-dealer sale transactions described in the plan of distribution set forth within any prospectus and pursuant to the Registration Statement, Pubco shall use its commercially reasonable efforts, subject to the receipt of customary documentation required from the holder of the applicable Registrable Securities and broker in connection therewith and compliance with applicable laws, (i) promptly instruct its transfer agent to remove any restrictive legends applicable to the Registrable Securities being sold and (ii) in connection with any sale made pursuant to Rule 144, cause its legal counsel to deliver reasonably requested legal opinions, if any, to the transfer agent in connection with the instruction under subclause (i). Subscriber may request that Pubco remove any legend from the book entry position evidencing its Registrable Securities following the earliest of such time as such Registrable Securities (i) (x) are registered for resale pursuant to an effective registration statement (including the Form S-4 or the Registration Statement), provided that the Registrable Securities are eligible for resale under Rule 144 to or (y) have been or are about to be sold or transferred pursuant to an effective registration statement (including the Registration Statement), or (ii) have been sold pursuant to Rule 144. Pubco shall be responsible for the fees of its transfer agent, its legal counsel (including for purposes of giving the opinion referenced herein) and all DTC fees associated with such issuance and Subscriber shall be responsible for its fees or costs associated with such removal of the legend (including its legal fees or costs of its legal counsel).

(l)             With a view to making available to Subscriber the benefits of Rule 144 that permit Subscriber to sell securities of Pubco to the public without registration, Pubco agrees, for so long as Subscriber holds Registrable Securities, to:

(i)           use commercially reasonable efforts to make and keep current public information available, as those terms are understood and defined in Rule 144; and

(ii)          use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of Pubco under the Exchange Act so long as Pubco remains subject to such requirements and the filing of such reports and other documents as may be required pursuant to the applicable provisions of Rule 144.

(m)           Upon request, Pubco shall provide Subscriber with contact information for the person responsible for Pubco’s account at the transfer agent to facilitate transfers made pursuant to this Section 6 and provide reasonable assistance to facilitate transfers. Pubco shall be responsible for the fees of its transfer agent and its legal counsel (including for purposes of giving the opinion referenced herein) associated with such issuance and Subscriber shall be responsible for its fees or costs associated with such removal of the legend (including its legal fees or costs of its legal counsel).

Section 7.               Miscellaneous.

(a)            Notwithstanding any other provision of this Subscription Agreement, the Company, Pubco and any of their Representatives, as applicable, shall be entitled to deduct and withhold from the Registrable Securities and any other amount payable pursuant to this Subscription Agreement and the transactions contemplated hereunder, any such taxes as may be required to be deducted and withheld from such amounts (and any other amounts treated as paid for applicable tax law) under the Code, or any other applicable tax law (as determined in good faith by the party so deducting or withholding in its sole discretion). To the extent that any amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Subscription Agreement as having been paid to the person in respect of which such deduction and withholding was made.

(b)           All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic mail, with no mail undeliverable or other rejection notice, on the date of transmission to such recipient, if sent on a Business Day prior to 5:00 p.m. New York City time, or on the Business Day following the date of transmission, if sent on a day that is not a Business Day or after 5:00 p.m. New York City time on a Business Day, (iii) one (1) Business Day after being sent to the recipient via overnight mail by reputable overnight courier service (charges prepaid), or (iv) four (4) Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given in accordance with this Section 7(b). A courtesy electronic copy of any notice sent by methods (i), (iii), or (iv) above shall also be sent to the recipient via electronic mail if an electronic mail address is provided in the applicable signature page hereof or to an electronic mail address as subsequently modified by written notice given in accordance with this Section 7(b).

(c)            Each party hereto acknowledges that the other party hereto, the Placement Agent and the SPAC will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement; provided, however, that the foregoing clause of this Section 7(c) shall not give any other person or entity any rights other than those expressly set forth herein. The Company and Subscriber also acknowledge and agree that the SPAC is an intended third-party beneficiary of this Subscription Agreement, and as such shall have the right to enforce the provisions of this Subscription Agreement against Subscriber as if it were a party hereto. The Parties further agree that the SPAC shall have all rights and remedies available at law or in equity with respect to any breach of this Subscription Agreement that affects its rights as a third-party beneficiary.

(d)            Each of the Company, Pubco and Subscriber is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party as required by applicable law in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

(e)            Other than as contemplated by this Agreement, the LLC Agreement and the BCA, each party hereto shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.

(f)            Neither this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Securities acquired hereunder, the Pubco Common Stock or warrants acquired upon exchange of the Securities and the rights set forth in Section 6) may be transferred or assigned by Subscriber. Neither this Subscription Agreement nor any rights or obligations that may accrue to the Company or Pubco hereunder may be transferred or assigned by the Company or Pubco without the prior written consent of Subscriber, other than in connection with the Transactions. Notwithstanding the foregoing, Subscriber may assign all or a portion of its rights and obligations under this Subscription Agreement to one or more of its affiliates (including other investment funds or accounts managed or advised by the investment manager who acts on behalf of Subscriber) upon written notice to the Company and Pubco or, with the Company’s and Pubco’s prior written consent, to another person; provided, that in the case of any such assignment, the assignee(s) shall become a Subscriber hereunder and have the rights and obligations and be deemed to make the representations and warranties of Subscriber provided for herein to the extent of such assignment and provided further that no such assignment shall relieve the assigning Subscriber of its obligations hereunder if any such assignee fails to perform such obligations, unless the Company and Pubco have given their prior written consent to such relief. Any purported assignment or transfer in violation of this Section 7(f) shall be null and void. In the event of such a transfer or assignment, Subscriber shall complete the form of assignment attached as Annex F hereto.

(g)            All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Subscription Closing.

(h)            The Company and Pubco may request from Subscriber such additional information as the Company or Pubco may reasonably determine to be necessary to evaluate the eligibility of Subscriber to acquire the Securities and to register the Registrable Securities for resale, and Subscriber shall promptly provide such information as may be reasonably requested, to the extent readily available and to the extent consistent with its internal policies and procedures; provided, that the Company and Pubco agree to keep any such information provided by Subscriber confidential, except (A) as required by the federal securities laws, rules or regulations and (B) to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under the regulations of a Stock Exchange. Subscriber acknowledges that the Company and Pubco may file a form of this Subscription Agreement with the Commission as an exhibit to a current or periodic report of SPAC or Pubco, an annex to a proxy statement of the Company or Pubco or as an exhibit to a registration statement of Pubco.

(i)             This Subscription Agreement may not be amended, modified or waived except by an instrument in writing, signed by each of the parties hereto; provided that no provision of this Agreement that references the Placement Agent may be amended, modified, terminated or waived in any manner that is adverse to the Placement Agent without the written consent of the Placement Agent.

(j)             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.

(k)            Except with respect to the Placement Agent (who is a third-party beneficiary of the representations, warranties and covenants that reference the Placement Agent set forth herein), with respect to the SPAC (as set forth in Section 7(c) above), or as otherwise provided herein, this Subscription Agreement is intended for the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns and, except with respect to the Placement Agent or as otherwise as provided herein, is not for the benefit of, nor may any provision hereof be enforced by, any other person.

(l)             The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached and that money or other legal remedies would not be an adequate remedy for such damage. It is accordingly agreed that the parties shall be entitled to equitable relief, including in the form of an injunction or injunctions to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that the Company and Pubco 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: (x) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy; (y) not to assert that a remedy of specific enforcement pursuant to this Section 7(l) is unenforceable, invalid, contrary to applicable law or inequitable for any reason; and (z) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate.

(m)           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.

(n)            No failure or delay by a party hereto in exercising any right, power or remedy under this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Subscription Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.

(o)            This Subscription Agreement may be executed and delivered in one or more counterparts (including by electronic mail, in .pdf or other electronic submission) 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.

(p)            This Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state.

(q)            EACHPARTY AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIMOR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANYACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY,WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BETRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIALBY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE ORIN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLYTO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT.

(r)            The parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription Agreement must be brought exclusively in the courts of the State of Delaware or the courts of the United States located in the State of Delaware (collectively the “Designated Courts”). Each party hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action, suit or proceeding with respect to this Subscription Agreement may be brought in any other forum. Each party hereby irrevocably waives all claims of immunity from jurisdiction, and any objection which such party may now or hereafter have to the laying of venue of any suit, action or proceeding in any Designated Court, including any right to object on the basis that any dispute, action, suit or proceeding brought in the Designated Courts has been brought in an improper or inconvenient forum or venue. Each of the parties also agrees that delivery of any process, summons, notice or document to a party hereof in compliance with Section 7(b) of this Subscription Agreement shall be effective service of process for any action, suit or proceeding in a Designated Court with respect to any matters to which the parties have submitted to jurisdiction as set forth above.

(s)            This Subscription Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement, may only be brought against the entities that are expressly named as parties hereto; except with respect to the provisions of this Agreement for which the Placement Agent is an express third party beneficiary.

(t)             By 9:00 a.m., New York City time, (i) on the first (1^st^) Business Day immediately following the date of this Subscription Agreement, the Company shall issue a press release disclosing the transactions contemplated hereby and (ii) on the fourth (4^th^) Business Day immediately following the date of this Subscription Agreement, SPAC shall file with the Commission a Current Report on Form 8-K disclosing all material terms of this Subscription Agreement, the Pre-Funded Warrants, the Other Subscription Agreements and the transactions contemplated hereby and thereby, and the Transactions, and including as exhibits thereto, the form of this Subscription Agreement and the Other Subscription Agreement, within the time required by the Exchange Act. From and after the issuance of such press release and Current Report on Form 8-K, the Company represents to Subscriber that it shall have publicly disclosed all material, non-public information regarding the Company delivered to Subscriber by or on behalf of the Company, Pubco or any of their respective officers, directors, employees or agents (including the Placement Agent) in connection with the transactions contemplated by this Subscription Agreement and the BCA. Prior to the closing of the Transactions, Subscriber shall not issue any press release or make any similar public statement with respect to the Transactions contemplated thereby without the prior written consent of SPAC and Pubco (such consent not to be unreasonably withheld or delayed). Notwithstanding anything in this Subscription Agreement to the contrary, the Company (i) shall not publicly disclose the name of Subscriber or any of its affiliates or advisers, or include the name of Subscriber or any of its affiliates or advisers in any press release, without the prior written consent of Subscriber and (ii) shall not publicly disclose the name of Subscriber or any of its affiliates or advisers, or include the name of Subscriber or any of its affiliates or advisers in any filing with the Commission or any regulatory agency or trading market, without the prior written consent of Subscriber, except (A) as required by the federal securities laws, rules or regulations, including in connection with the filing of the Form S-4 pursuant to Section 6(a) or a Registration Statement pursuant to Section 6(a), and (B) to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under the regulations of a Stock Exchange, in which case of clause (A) or (B), the Company shall provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Subscriber regarding such disclosure. Subscriber will promptly provide any information reasonably requested by the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the Commission). To the extent that any such information is publicly disclosed pursuant to the provisions hereunder, the parties agree that no further notice or consent is required for the Company to further disclose such information.

(u)            The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscriber under this Subscription Agreement or any Other Subscriber or other investor under the Other Subscription Agreements. The decision of Subscriber to purchase Securities pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber or any other investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company, Pubco or any of their respective affiliates or subsidiaries which may have been made or given by any Other Subscriber or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees shall have any liability to any Other Subscriber or investor (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber or Other Subscriber or other investor pursuant hereto or thereto, shall be deemed to constitute Subscriber and any Other Subscribers or other investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and any Other Subscribers or other investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement, the Pre-Funded Warrants 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 Securities or enforcing its rights under this Subscription Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or investor to be joined as an additional party in any proceeding for such purpose.

(v)            The headings herein are for convenience only, do not constitute a part of this Subscription Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Subscription Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rules of strict construction will be applied against any party. Unless the context otherwise requires, (i) all references to Sections or Annexes are to Sections or Annexes contained in or attached to this Subscription Agreement, (ii) each accounting term not otherwise defined in this Subscription Agreement has the meaning assigned to it in accordance with United States generally accepted accounting principles, (iii) words in the singular or plural include the singular and plural and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, (iv) the use of the word “including” in this Subscription Agreement shall be by way of example rather than limitation, and (v) the word “or” shall not be exclusive (i.e., unless context requires otherwise “or” shall be interpreted to mean “and/or” rather than “either/or”).

[Signature pages follow]

IN WITNESS WHEREOF, the Company and Pubco have accepted this Subscription Agreement as of the date first set forth above.

PARATAXIS HOLDINGS LLC
By:
Name:	Edward Chin
Title:	Manager
Address for Notices:
135 W. 50^th^ Street
Suite 200
NY, NY 10020
Attn: Edward Chin
Email: ed@parataxis.io
with a copy (which will not constitute<br> notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105, USA
Attn: Meredith Laitner, Esq.
Email: mlaitner@egsllp.com
PARATAXIS HOLDINGS INC.
By:
Name:	Edward Chin
Title:	Chief Executive Officer
Address for Notices:
135 W. 50^th^ Street
Suite 200
NY, NY 10020
Attn: Edward Chin
Email: ed@parataxis.io
with a copy (which will not constitute<br> notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105, USA
Attn: Meredith Laitner, Esq.
Email: mlaitner@egsllp.com

INWITNESS WHEREOF, Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

Name of Subscriber:	State/Country of Formation or Domicile:
By:
---
Name:
Title:
Name in which Securities are to be registered (if different):	Date:
---	---
Subscriber’s EIN:
---
Entity Type (e.g., corporation, partnership, trust, etc.):
---
Business Address-Street:	Mailing Address-Street (if different):
---	---
City, State, Zip:	City, State, Zip:
---	---
Attn:	Attn:
---	---
Telephone No.:	Telephone No.:
---	---
Email for notices:	Email for notices (if different):
---	---
Number of Preferred Units subscribed for:
---
Number of Prefunded Warrants subscribed for:
---
Aggregate Purchase Price: $
---
Form of Payment:
---
$_______ for ______ Preferred Units and<br> Prefunded Warrants

Exhibit 10.5

SHARED FACILITIESAND SERVICES AGREEMENT

This Shared Facilities and Services Agreement (this “Agreement”), dated as of [·] (the “Effective Date”), is entered into by and between Parataxis Holdings Inc., a Delaware corporation (the “Company”), and Parataxis CapitalManagement LLC, a Delaware limited liability company and an affiliate of the Company (“PCM”). Certain capitalized terms used are defined herein in Section 1.1.

WHEREAS, the Company has entered into that certain Business Combination Agreement (the “Business Combination Agreement”), by and among (i) SilverBox Corp IV, a Cayman Islands exempted company (“SPAC”), (ii) Parataxis Holdings LLC, a Delaware limited liability company (“Parataxis Holdings”), (iii) the Company, (iv) PTX Merger Sub I Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“SPAC Merger Sub”), (v) PTX Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Company Merger Sub”), and (vi) the other parties thereto;

WHEREAS, pursuant to the Business Combination Agreement and subject to the terms and conditions set forth therein, (a) SPAC will de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation (the “Conversion”); (b) SPAC Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving company (the “SPAC Merger”), and, in connection therewith, each issued and outstanding security of SPAC immediately prior to the effective time of the Mergers (as defined below) will no longer be outstanding and will automatically be canceled, in exchange for the right of the holder thereof to receive a substantially equivalent security of the Company; (c) Company Merger Sub will merge with and into Parataxis Holdings, with Parataxis Holdings continuing as the surviving company (the “Company Merger,” and, together with the SPAC Merger, the “Mergers”) and, in connection therewith, Parataxis Holding’s issued and outstanding membership interests will be canceled in exchange for the right of the holders thereof, to receive shares of the Company’s common stock and (d) as a result of the Mergers, together with the Conversion and the other transactions contemplated by the Business Combination Agreement, the “Transactions”, SPAC and the Parataxis Holdings will each become wholly-owned subsidiaries of the Company;

WHEREAS, in light of the shared management and personnel between the Company and PCM due to the provision of services hereunder and the potential conflicts arising from the Company’s and PCM’s similar investment objectives and focus on digital assets, the Company has adopted a Policy Relating to Business and Strategic Purpose (the “Business Purpose Policy”); and

WHEREAS, in connection with the closing of the Transactions, PCM has agreed to provide, and the Company has agreed to receive, certain services, subject to the terms and conditions set forth herein during the term of this Agreement.

NOW,THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, and subject to the terms and conditions set forth in this Agreement, the parties, intending to be legally bound, the parties hereto agree as follows:

ARTICLEI

DEFINITIONS

Section 1.1              Definitions. Unless the context clearly requires otherwise, the following terms shall have the following meanings:

“Action” means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation, assessment or arbitration, or any request (including any subpoena or request for information), inquiry, hearing, proceeding or investigation, by or before any Person, including any Governmental Authority.

“Affiliate” shall mean, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such specified Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For the purposes of this definition, the term “control,” when used with respect to any specified Person, means the power to direct or cause the direction of the management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling,” “controlled,” or “under common control with” have correlative meanings.

“Agreement” shall have the meaning ascribed to such term in the preamble hereto.

“Company” shall have the meaning ascribed to such term in the preamble hereto.

“Facility” or “Facilities” shall mean each of the facilities described in Schedule A to be made available by PCM pursuant to the terms and conditions of this Agreement.

“GAAP” means generally accepted accounting principles as in effect in the United States of America.

“Governmental Authority” means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body with competent jurisdiction.

“IFRS” means international financial reporting standards, as adopted by the International Accounting Standards Board.

“IntellectualProperty” means any and all proprietary, intellectual or industrial property rights, which may exist or be created under the law of any jurisdiction, including both statutory and common law rights, including (i) patents and patent applications (including divisionals, continuations and continuations in part), and any renewals, re-examinations, extensions or reissues thereof, (ii) registered and unregistered trademarks, service marks, logos, corporate, d/b/a and trade names, trade dress and other identifiers of source origin, together with all goodwill associated therewith, and internet domain names, (iii) registered and unregistered copyrights, copyrightable works, proprietary rights in works of authorship (including software), moral rights and mask works, (iv) trade secrets and other rights in proprietary or confidential information, including proprietary processes, formulas, data, computer programs, discoveries, developments, designs, techniques, specifications, drawings, blueprints, sketches, models, methods, inventions (whether or not patentable), software source code, and know-how, and (viii) registrations and applications for any of the foregoing.

“Law” means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict, decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, order or consent that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“Person” means an individual, corporation, company, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“PCM” shall have the meaning ascribed to such term in the preamble hereto.

“Representatives” means, as to any Person, the respective managers, directors, officers, employees, independent contractors, consultants, advisors (including financial advisors, counsel and accountants), agents and other legal representatives of such Person.

“Service” or “Services” shall mean each of the services described in Schedule A to be provided by PCM pursuant to the terms and conditions of this Agreement.

“Service Fees” means the fully allocated cost for providing Services calculated in a manner consistent with PCM’s past practice, including the following (to the extent allocable to the provision of the Services): (a) the cost of licenses for software or other intellectual property (or other cost associated with obtaining rights to use software or intellectual property), including any termination, transfer, sublicensing, access, upgrade or conversion fees, (b) the cost of maintenance and support, including user support, (c) the fully loaded cost of personnel, including the cost of personnel retained, displaced or transferred, (d) the cost of equipment, (e) the cost of disaster recovery services and backup services, (f) the cost of facilities and space, (g) the cost of supplies (including consumables), (h) the cost of utilities (electricity, gas, etc.), (i) the cost of networking and connectivity, (j) the cost of legal fees associated with any advice, activities or agreements related to the foregoing areas, and (k) any reasonable and documented out-of-pocket expenses incurred by PCM with third parties in connection with the provision of Services (including one-time set-up costs, license fees, costs to enter into third party agreements, costs to exit third party agreements, termination fees, and other costs incurred in connection with third parties engaged in compliance with this Agreement). Travel expenses must be reasonable and incurred in accordance with PCM’s normal travel policy. For the avoidance of doubt, the Company shall only be responsible for the pro rata portion of PCM’s cost and expenses that are directly attributable to the provision of the Services hereunder, as mutually determined by the accountants of the Company and PCM.

“Term” shall have the meaning ascribed to such term in Section 8.1(a).

ARTICLEII

FACILITIES AND SERVICES

Section 2.1              Facilities and Services. Subject to the terms set forth in this Agreement, commencing on the Effective Date, PCM shall provide, or shall cause to be provided, to the Company, the Facilities and Services, together with any other services that may be reasonably requested by the Company, so as to operate the Company’s business in accordance with its governing documents and policies and procedures during the Term, including, without limitation, the Company’s Business Purpose Policy. The parties have set forth on Schedule A, a summary of some of the Facilities and Services to be provided and a description of the Facilities and Services.

Section 2.2              Standard of Performance. PCM shall provide, or shall cause to be provided, the Services, exercising at least the same degree of care, efficiency, prudence, priority and diligence as exercised in the performance of the same or similar services for itself and its Subsidiaries and Affiliates.

Section 2.3              Modification of Services. Schedule A identifies the Facilities and Services to be provided pursuant to this Agreement and, subject to the mutual agreement of the parties hereto acting reasonably, Schedule A may be amended from time to time, to add any additional Facilities and Services or to modify or delete Facilities or Services. During the Term, Facility or Service upgrades and improvements which PCM provides to its own internal organizations shall be made available to the extent that the parties mutually agree upon the fee, if any, for any such upgrade or improvement.

Section 2.4              Cooperation. The parties shall cooperate reasonably in connection with the provision and receipt of the Services and shall perform all obligations hereunder in good faith and in accordance with principles of fair dealing. The Company will provide information and documentation reasonably necessary for PCM to perform and provide the Services. The Company shall follow, and shall cause its Affiliates to follow, the policies, procedures and practices followed by PCM and its third-party service providers with respect to the Services consistent with the policies, procedures and practices that were in effect immediately prior to the Effective Date and as may be updated in writing by PCM from time to time.

Section 2.5             Sharing of Services. As directed by the Company, PCM may provide, or cause to be provided, the Services to designated Affiliates of the Company; provided that the Company shall (a) ensure that the Company’s Affiliates comply with the provisions of this Agreement applicable to the Company, and (b) remain liable for the acts and omissions of such Affiliates in connection with this Agreement, including the receipt of the Services by the Company.

Section 2.6              Personnel and Subcontracting of Services. In providing the Facilities and Services, PCM, as it deems necessary or appropriate in its sole discretion, may (a) use the personnel of PCM or its Affiliates and (b) employ the services of third parties to the extent such third party services are reasonably necessary for the efficient performance of any of such Services or provision of any Facilities.

Section 2.7              Use of Business Systems and Communications Networks. From time to time under this Agreement, each party may have access to the business systems and communications networks of the other party. Each party will use commercially reasonable efforts to ensure that none of its employees, officers, directors or agents, nor any employee, officer, director or agent of any of its Affiliates (collectively, “Users”) make any use of or attempt to gain access to any part of the other party’s business systems and communications networks or to any data of the other party or its Affiliates not specifically made available to such party under this Agreement. Each party will take reasonable precautions to ensure that its Users do not introduce (i) any code, program, or script (devices) that, upon the occurrence or the non-occurrence of any event, will disable any system or application of the other party; (ii) to or through the other party’s “network,” any worm, virus, trap door, back door, or any other contaminant or disabling devices; or (iii) any form of breach of security, data corruption or interruption into the other party’s “network.” Each party agrees that all of its Users, when given access to the business systems and communications networks of the other party, shall conform to the policies and procedures of such other party concerning, health, safety and security which are made known to the first party in advance. If a party reasonably determines that the other party has violated this covenant, then without limiting any party’s remedies hereunder, the other party will, to such party’s reasonable satisfaction, promptly take all reasonable action and implement all reasonably necessary procedures to mitigate and prevent the reoccurrence of any such violation.

ARTICLEIII

INTELLECTUAL pROPERTY AND DATA

Section 3.1              Ownership of Data and Intellectual Property.

(a)             Each party to this Agreement retains the ownership and title to any and all of its Intellectual Property owned as of the Effective Date. This Agreement is not intended to, and shall not, transfer or license any Intellectual Property from one party to the other, except for the limited license rights as expressly set forth in ‎Section 3.1(b) and ‎Section 3.1(c).

(b)            PCM hereby grants to the Company and to its personnel, a non-exclusive, non-transferable, non-assignable, non-sublicensable limited license and right, during the Term, under the Intellectual Property of PCM or its Affiliates, to use the embodiments of Intellectual Property rights provided by PCM to the Company hereunder solely to the extent necessary for the receipt, access and use of the Services.

(c)            The Company hereby grants to PCM and to its personnel, a non-exclusive, non-transferable, non-assignable, non-sublicensable limited license and right, during the Term, under the Intellectual Property of the Company or its Affiliates, to use the embodiments of Intellectual Property rights provided by the Company to PCM hereunder, solely to the extent necessary for the provision of the Services.

ARTICLEIV

COMPENSATION

Section 4.1             Fees. In consideration for the Services, the Company shall pay to PCM the Service Fees for the Services provided hereunder.

Section 4.2             Billing and Payment Terms.

(a)            PCM shall invoice the Company monthly reflecting (i) the Services provided during the preceding month, (ii) the Service Fees owed for such Services provided during the preceding month, and (iii) any other charges incurred during the preceding month under the terms of this Agreement.

(b)            The Company shall be liable for the Service Fees and the Company shall pay PCM the amounts shown as due and payable on each such invoice in U.S. Dollars, including any applicable sales, use or value-added taxes, within thirty (30) days of the Company’s receipt of such invoice, unless and to the extent subject to (and during the pendency of) any dispute between the parties with respect to such amounts.

(c)             If there is a dispute regarding any invoice for Service Fees under this Agreement, the parties shall cooperate and use commercially reasonable efforts to resolve any such dispute among themselves as promptly as practicable; provided, that if any such dispute is not resolved by the invoice due date, then the Company may withhold amounts disputed in good faith.    In the event that the parties mutually agree that any amount disputed by the Company was properly invoiced, the Company will pay to PCM such amount within fifteen (15) days of such agreement. All payments required to be made pursuant to this Agreement shall bear interest from and including the date such payment is due until, but excluding, the date of payment at a monthly rate equal to the lesser of (i) 1.25% and (ii) the maximum rate permitted by applicable Law.

Section 4.3              Audit.

(a)            During the Term, the Company or its designated Representative(s) shall have the right, at its own expense and upon reasonable notice to PCM and during customary business hours, to audit PCM’s books, records, and facilities directly related to the provision of Services under this Agreement (each, an “Audit”). Such Audits may be conducted to verify:

(i)	PCM’s compliance with the terms and conditions set forth in this Agreement;
(ii)	The accuracy of all Service Fees charged to the Company;
---	---
(iii)	PCM’s performance of the Services; and
---	---
(iv)	PCM’s compliance with applicable Laws.
---	---

(b)           PCM shall cooperate fully with the Company or its designated Representative(s) in connection with any Audit and shall provide all information and access to personnel, facilities, and systems reasonably necessary to conduct the Audit, provided that in no event shall any customer, client or investor information be provided to the Company.

(c)	If any Audit reveals any material non-compliance with this Agreement or overcharges by PCM:
(i)	PCM shall promptly remedy such non-compliance; and
---	---
(ii)	PCM shall promptly refund any overcharges to the Company.
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ARTICLE V

WARRANTIES AND DISCLAIMER OF OTHER WARRANTIES

Section 5.1              Disclaimer of Warranties. PCM HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR OR SPECIFIC PURPOSE, AND ALL SUCH OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

Section 5.2             Limitation of Liability. EXCEPT IN CONNECTION WITH ITS FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PCM NOR ITS AFFILIATES, NOR ANY OFFICER, DIRECTOR, MANAGER, EMPLOYEE, REPRESENTATIVE OR AGENT THEREOF SHALL HAVE ANY LIABILITY TO THE COMPANY OR ANY THIRD PARTY FOR ANY LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT IN EXCESS OF THE AGGREGATE SERVICE FEES PAYABLE TO PCM PURSUANT TO THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

Section 5.3             Disclaimer of Consequential Damages. EXCEPT IN CONNECTION WITH ITS FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND EXCEPT IN CONNECTION WITH INDEMNIFIED CLAIMS, NEITHER PCM NOR ITS AFFILIATES, NOR ANY OFFICER, DIRECTOR, MANAGER, EMPLOYEE, REPRESENTATIVE OR AGENT THEREOF, SHALL HAVE ANY LIABILITY TO THE COMPANY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN TORT, CONTRACT OR OTHERWISE, AND WHETHER OR NOT PCM OR ITS AFFILIATES OR ANY OFFICER, DIRECTOR, MANAGER, EMPLOYEE, REPRESENTATIVE OR AGENT THEREOF HAVE BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH LOSSES.

ARTICLEVI

INDEMNIFICATION

Section 6.1              Indemnification.

(a)            The Company shall indemnify PCM and its Affiliates (excluding, for the avoidance of doubt, the Company and any of its controlled Affiliates) and their respective shareholders, members, Affiliates, Subsidiaries, officers, directors, managers and agents (collectively, the “PCM Indemnified Parties”) and defend and hold each of them harmless from and against, and pay the PCM Indemnified Parties for, any and all Losses incurred by any of them as a result of any third-party claim to the extent arising out of, in connection with or relating to PCM’s provision of any Service pursuant to this Agreement, except to the extent that such Losses arise out of or relate to PCM’s fraud, gross negligence, willful misconduct or material breach of this Agreement. Each PCM Indemnified Party is an express third-party beneficiary of, and entitled to enforce, this ‎Section 6.1(a).

(b)            PCM shall indemnify the Company and its Affiliates (excluding, for the avoidance of doubt, PCM and any of its controlled Affiliates) and their respective shareholders, members, Affiliates, Subsidiaries, officers, directors, managers and agents (collectively, the “CompanyIndemnified Parties”) and defend and hold each of them harmless from and against, and pay the Company Indemnified Parties for, any and all Losses incurred by any of them as a result of any third-party claim to the extent arising out of, in connection with or relating to PCM’s or its Representative’s fraud, gross negligence, willful misconduct in providing the Services or material breach of this Agreement. Each Company Indemnified Party is an express third-party beneficiary of, and entitled to enforce, this ‎Section 6.1(b).

Section 6.2             Indemnification Procedures. If any of the PCM Indemnified Parties or Company Indemnified Parties (the “Indemnified Party”) receives notice of any Action for which indemnification may be sought under this Agreement, the Indemnified Party shall promptly notify the other party (the “Indemnifying Party”) in writing of the Action. Failure to provide such notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such failure. Upon receipt of notice of an Action, the Indemnifying Party shall have the right to assume the defense and control of such Action, with counsel of its choice, provided that such counsel is reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of the Action at its own expense. If the Indemnifying Party does not assume the defense of the Action within a reasonable period, the Indemnified Party may assume the defense of the Action, and the Indemnifying Party shall be liable for all reasonable costs and expenses incurred by the Indemnified Party in connection with such defense. The Indemnifying Party shall not settle any Action without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed.

ARTICLEVII

CONFIDENTIALITY

Section 7.1             Confidentiality Obligations; Permitted Disclosures. In connection with the provision or receipt of Services under this Agreement, each party may receive, or have access to, records and information, whether written or oral, which the other party considers to be confidential and proprietary technical information such as specifications, drawings, guidelines, models, customer information, business plans and other information which relates to the other party’s present and future development of business activities, all of which shall be deemed “Confidential Information.” Each party shall hold all Confidential Information in trust and in confidence for the other; shall use the Confidential Information only for the purposes of providing and receiving the Services, as applicable; and shall use commercially reasonable efforts to deliver to the other all such records and information, in written or graphic form, upon expiration or termination of this Agreement. Nothing in this section shall be construed to limit the use of, or dissemination by a party of, such information as is previously known to such party, or is publicly disclosed either prior to or subsequent to a party’s receipt of such information from another party.

Section 7.2             Limitations on Use of Confidential Information. The receiving party shall use the disclosing party’s Confidential Information solely for the purposes set forth in this Agreement unless another use is allowed by written permission of the disclosing party. In handling the Confidential Information, each party shall: (i) not make disclosure of any such Confidential Information to anyone except the Representatives of such party to whom disclosure is reasonably necessary for the purposes set forth in this Agreement; (ii) appropriately notify such Representatives that the disclosure is made in confidence in accordance with the provisions hereof; and (iii) make requests for Confidential Information of the other party only if reasonably necessary to accomplish the purposes set forth in this Agreement. Each party shall be responsible for ensuring compliance with the terms of this Section by their respective Representatives.

ARTICLEVIII

TERM AND TERMINATION

Section 8.1             Term of Agreement. PCM shall provide the Services from the Effective Date until the date that is three (3) years following the Effective Date, unless such Service is earlier terminated by the parties as provided in this Article ‎VIII; provided that this Agreement shall be automatically extended for additional one-year periods unless the Company or PCM provides written notice of its desire not to automatically extend the term of this Agreement to the other party at least three (3) months prior to such date (such period, the “Term”).

Section 8.2              Termination.

(a)             Termination by the Company or the PCM. This Agreement may be terminated by PCM or the Company (PCM or the Company, as applicable, the “Terminating Party”) upon written notice to the other party, if (i) the other party materially breaches a provision of this Agreement and such breach is not cured, to the reasonable satisfaction of the Terminating Party, within thirty (30) days of written notice thereof; or (ii) the other party makes a general assignment for the benefit of creditors or becomes insolvent, or a receiver is appointed for, or a court approves reorganization or arrangement proceedings on, such party.

(b)            Partial Termination by PCM or the Company. PCM may, on three (3) months’ written notice to the Company, terminate any Service (unless the provision of other Services is dependent on such terminated Service), the Company may, on thirty (30) days’ notice to PCM, terminate any Service. Any termination notice delivered by the Company or PCM shall specify in detail the Services to be terminated, and the effective date of such termination. Upon receipt of a written notice of termination of a Service, PCM shall only invoice the Company for its use of the applicable Service prior to the effective date of termination (plus any applicable standard costs). Notwithstanding the foregoing, PCM shall not be entitled to terminate any Service within fifteen (15) months following the Effective Date.

Section 8.3             Effect of Termination. Each party agrees and acknowledges that the obligations of PCM to provide the Services, or to cause the Services to be provided, hereunder shall immediately cease upon termination. Upon cessation of PCM’s obligation to provide a Service in accordance with ‎Section 8.2, the Company shall stop using, directly or indirectly, the terminated Service. The following matters shall survive the termination or expiration of this Agreement: the rights and obligations of each party under Section ‎1.1, ‎ARTICLE IV (as applicable to any Service Fees incurred prior to termination or expiration), ‎ARTICLE VI, ‎ARTICLE VII, this Section ‎8.3 and Article ‎IX.

ARTICLEIX

MISCELLANEOUS

Section 9.1             Amendment, Extension and Waiver. No amendment of this Agreement and no waiver of one or more of its terms may be affected unless set forth in writing and signed by the parties. Any waiver of strict compliance with this Agreement shall not operate as a waiver of, or estoppel with respect to, any subsequent failure to so comply.

Section 9.2             Interpretation. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and words in the singular, including any defined terms, include the plural and vice versa; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (iii) any accounting term used and not otherwise defined in this Agreement has the meaning assigned to such term in accordance with GAAP or IFRS, as applicable, based on the accounting principles used by the applicable Person; (iv) “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”; (v) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (vi) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”; (vii) the term “or” means “and/or” unless clearly indicated otherwise, including, by use of “either”; (viii) any reference to the term “ordinary course” or “ordinary course of business” shall be deemed in each case to be followed by the words “consistent with past practice”; (ix) any agreement, instrument, insurance policy, Law defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, insurance policy, Law as from time to time amended, modified or supplemented as of the applicable date or during the applicable period of time, including (in the case of agreements or instruments) by waiver or consent (and in the case of agreements or instruments, in accordance with the term of the agreement or instrument) and (in the case of statutes, regulations, rules or orders) by succession of comparable successor statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated therein; (x) unless the context of this Agreement otherwise requires, references to statutes shall include all rules and regulations promulgated thereunder; (xi) except as otherwise indicated, all references in this Agreement to the words “Section,” “Article”, “Schedule”, “Annex” and “Exhibit” are intended to refer to Sections, Articles, Schedules, Annexes and Exhibits to this Agreement; and (xii) the term “Dollars” or “$” means United States dollars.

Section 9.3            Assignment. This Agreement shall be binding upon, and inure to the benefit of the parties, including their respective successors and assigns. No party hereto shall assign, transfer or otherwise dispose of any interest arising under this Agreement without the prior written consent of the other party, and any assignment, transfer or other disposition made without such consent shall be void.

Section 9.4            Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York without giving effect to the conflict or choice of law provisions of that or any other jurisdiction.

Section 9.5     Submission to Jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES LOCATED IN THE SOUTHERN DISTRICT OF THE STATE OF NEW YORK (OR, IF SUCH COURTS DO NOT HAVE JURISDICTION OVER A PARTICULAR MATTER, ANY STATE COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY), AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Section 9.6           Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY BE BASED UPON, ARISE OUT OF OR RELATED TO THIS AGREEMENT 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 FOR ANY DISPUTE BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION OR VALIDITY THEREOF OR ANY TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NEITHER THE OTHER PARTY NOR ITS REPRESENTATIVES, AGENTS OR ATTORNEYS HAVE REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS OF THIS ‎SECTION 9.6. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 9.7             Severability. Any provision of this Agreement that is held to be inoperative, unenforceable, voidable or invalid in any jurisdiction shall, as to that jurisdiction, be inoperable, unenforceable, void or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end, the provisions of this Agreement are declared to be severable.

Section 9.8             Counterparts. This Agreement may be executed in counterparts, including via electronic means (such as DocuSign or Dropbox Sign), all of which taken together shall constitute one and the same instrument.

Section 9.9              Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (a) in person, (b) by facsimile, email or other electronic means, with affirmative confirmation of receipt (excluding out-of-office replies or other automatically generated responses), (c) one (1) Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (d) four (4) Business Days after being mailed, if sent by registered or certified mail, pre-paid 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):

To PCM:

Parataxis Capital Management

135 W. 50^th^ Street, Suite 200, NY NY 10020

Attn: Edward Chin

Email: ed@parataxis.io

To the Company:

Parataxis Holdings Inc.

135 W. 50^th^ Street, Suite 200, NY NY 10020

Attn: Edward Chin

Email: ed@parataxis.com

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

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105, USA

Attn: Meredith Laitner, Esq.; Trevor Okomba

Email: mlaitner@egsllp.com; tokomba@egsllp.com

Any party may, by notice given in accordance with this ‎Section 9.9 to the other party, designate another address or Person for receipt of notices hereunder.

Section 9.10          Specific Performance. The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached and that money damages or other legal remedies would not be an adequate remedy for any such failure to perform or breach. It is accordingly agreed that, without posting bond or other undertaking, the parties shall be entitled to injunctive or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of competent jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. In the event that any such action is brought in equity to enforce the provisions of this Agreement, no party will allege, and each party hereby waives the defense or counterclaim, that there is an adequate remedy at law. The parties further agree that (a) by seeking the remedies provided for in this ‎Section 9.10, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement, and (b) nothing contained in this ‎Section 9.10 shall require any party to institute any action for (or limit any party’s right to institute any action for) specific performance under this ‎Section 9.10 before exercising any other right under this Agreement.

Section 9.11          Relationship of the Parties. The parties intend that their relationship hereunder will be that of independent contractors. Nothing contained in this Agreement is to be construed as creating any partnership, joint venture, relationship of principal and agent or employer and employee, or other arrangement between the parties. No party will have any right, power or authority to act or create any obligation, expressed or implied, on behalf of another party. PCM shall be responsible in accordance with applicable Law for workers’ compensation and other types of insurance covering its employees and employees of its Affiliates performing the Services and shall have sole responsibility for compliance with all other applicable Laws relating to such employees. No employee of PCM or any of its Affiliates who renders any Service shall be deemed or considered to be an employee of the Company or any of its Affiliates as a result thereof.

Section 9.12           Entire Agreement. This Agreement, including the schedules attached hereto, constitutes and embodies the entire understanding and agreement of the parties hereto relating to the subject matter hereof and there are no other agreements or understandings, written or oral, in effect between the parties relating to such subject matter except as expressly referred to herein. Furthermore, this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations, and no person has any special relationship with another person that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in an arm’s-length transaction.

Section 9.13           No Third-Party Beneficiaries. Other than as expressly provided in Section 6, this Agreement is solely between the parties, and is not intended to create any right, entitlement or legal relationship between the parties or any of their respective affiliates, employees, agents, or other representatives, on the one hand, and any third party, on the other hand.

[Signatures appear on the following page]

PARATAXIS HOLDINGS INC.
By:
---	---
Name:	Edward Chin
Title:	President, Chief Financial Officer, Secretary and Treasurer
PARATAXIS CAPITAL MANAGEMENT LLC
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By:
---	---
Name:	Edward Chin
Title:	Managing Member

Exhibit 10.6

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RIGHT OF FIRST REFUSALAGREEMENT

THIS RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”), is made as of [·], by and among Parataxis Holdings Inc., a Delaware corporation (“Pubco”), Parataxis Capital Management LLC, a Delaware limited liability company (the “Company”) and Parataxis Holdings LLC, a Delaware limited liability company (“Parataxis Holdings”), and Edward Chin (“Key Holder”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).

RECITALS

WHEREAS, Pubco has entered into that certain Business Combination Agreement (as may be amended from time to time, the “BusinessCombination Agreement”), by and among (i) SilverBox Corp IV, a Cayman Islands exempted company (together with its successors, “SPAC”), (ii) Pubco, (iii) Parataxis Holdings, (iv) PTX Merger Sub I Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), (v) PTX Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco (“PTX Merger Sub”), and the other parties thereto;

WHEREAS, pursuant to the Business Combination Agreement and subject to the terms and conditions set forth therein, (a) SPAC will de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation (the “Conversion”); (b) SPAC Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving company (the “SPAC Merger”), and, in connection therewith, each issued and outstanding security of SPAC immediately prior to the effective time of the Mergers (as defined below) will no longer be outstanding and will automatically be canceled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco; (c) PTX Merger Sub will merge with and into Parataxis Holdings, with Parataxis Holdings continuing as the surviving company (the “PTX Merger,” and, together with the SPAC Merger, the “Mergers”) and, in connection therewith, Parataxis Holdings’ issued and outstanding membership interests will be canceled in exchange for the right of the holders thereof, including Key Holder, to receive shares of PubCo common stock and (d) as a result of the Mergers, together with the Conversion and the other transactions contemplated by the Business Combination Agreement, the “Transactions”, SPAC and Parataxis Holdings will each become wholly-owned subsidiaries of Pubco; and

WHEREAS, as a condition and inducement to SPAC’s and Pubco’s willingness to enter into the Business Combination Agreement, SPAC and Pubco have required that the Company enter into this Agreement.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto agree as follows:

1.             Right of First Refusal.

1.1            Grant. Subject to the terms of Section 2, if, from the closing date of the Transactions (the “Closing”) and until the three-year anniversary of the Closing (the “Offer Period”), the Company receives a bona fide, written offer (an “Offer”) from any Person (a “Prospective Buyer”) to enter into a Sale Transaction, the Company shall deliver to Pubco prompt written notice thereof (the “Offer Notice”) stating: (i)  the identity of the Prospective Buyer and (ii) the material terms and conditions of such Sale Transaction (including the bona fide cash price or other consideration to be paid by the Prospective Buyer in such Sale Transaction). Without limiting the generality of the foregoing in any respect, with respect to any such Sale Transaction proposed to be made by the Company during the Offer Period, Pubco shall have a right of first refusal to consummate such Sale Transaction on substantially the same terms and conditions, including price, as the Prospective Buyer (the “Right of First Refusal”), which right of first refusal shall be governed by, subject to and in accordance with the provisions of this Section 1.

1.2            Exercise. At any time within thirty (30) days after delivery of the Offer Notice by the Company to Pubco (the “OptionPeriod”), Pubco may, by giving written notice to the Company, exercise its Right of First Refusal and consummate the proposed Sale Transaction on substantially the same terms and conditions (including price) as set forth in the Offer Notice. In the event that the Offer provides for delivery of any non-cash consideration upon consummation of the proposed Sale Transaction, in lieu thereof, Pubco shall have the right to pay a cash sum equal to (i) the amount that is expressly ascribed to the value of such non-cash consideration in the Offer or (ii) if no amount is provided in the Offer, then the value of such non-cash consideration as reasonably determined by the parties acting in mutual good faith. If Pubco elects not to exercise its Right of First Refusal, the Company may then proceed to close the Sale Transaction upon the terms set forth in the Offer Notice, or on terms no more favorable to the Prospective Buyer than those contained in the Offer Notice; provided, however, that, in the event Pubco elects not to exercise its Right of First Refusal and such Sale Transaction is not consummated within ninety (90) days following the expiration of the Offer Period, then the Company shall not be permitted to consummate such Sale Transaction and such Sale Transaction shall again become subject to the Right of First Refusal  process described in this Agreement.

1.3            Non-Circumvention. Key Holder agrees that during the Offer Period, Key Holder shall not, and shall not permit the Company to, attempt circumvent the provisions of Section 1.1 by transferring any equity interests of the Company to any Affiliate of Key Holder or of the Company and thereafter transferring Key Holder’s interests in such Affiliate to any third party.

1.4            For purposes of this Section 1, a “Sale Transaction” shall mean either: (A) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires, directly or indirectly, fifty percent (50%) of the outstanding voting power of the Company or (B) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company of all or substantially all of the assets of the Company.

2.            Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 1 shall not apply to the sale of the Company’s membership interests to the public in an offering pursuant to an effective registration statement under the Securities Act (a “Public Offering”), provided that the Company shall give Pubco written notice of any Public Offering no later than thirty (30) days prior to the consummation of such Public Offering.

3.            Miscellaneous.

3.1            Term. This Agreement shall automatically terminate upon the earlier of (a) the termination of the Business Combination Agreement, (b) immediately prior to the consummation of the Company’s initial Public Offering (“IPO”) and (c) the expiration of the Offer Period.

3.2            Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court thereof) (the “SpecifiedCourts”)). Each party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Courts for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courts. Each party agrees that a final judgment in any Action 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 Action relating to the transactions contemplated by this 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 3.3. Nothing in this Section 3.2 shall affect the right of any party to serve legal process in any other manner permitted by Law.

3.3            WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.3.

3.4            Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (a) in person, (b) by facsimile, email or other electronic means, with affirmative confirmation of receipt (excluding out-of-office replies or other automatically generated responses), (c) one (1) Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (d) four (4) Business Days after being mailed, if sent by registered or certified mail, pre-paid 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 notice is given to Pubco, Parataxis Holdings or Key Holder, it shall be sent to [ADDRESS], [ADDRESS] and to the attention of [NAME] (EMAIL) and a copy (which copy shall not constitute notice) shall also be sent to Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, NY 10105, Attn: Meredith Laitner (mlaitner@egsllp.com) and if notice is given to the Company, it shall be sent to [ADDRESS], [ADDRESS] and to the attention of [NAME] (EMAIL) and a copy (which copy shall not constitute notice) shall also be sent to [NAME], [ADDRESS], Attn: [NAME] (EMAIL) and if notice is given to Sponsor, it shall be sent to [ADDRESS], [ADDRESS] and to the attention of [NAME] (EMAIL).

3.5            Entire Agreement. This Agreement (including the Exhibits and Schedules hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between or among any of the parties are expressly canceled.

3.6            Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

3.7            Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) Pubco, (b) the Company and (c) Parataxis Holdings. Any amendment, modification, termination or waiver so effected shall be binding upon Pubco, the Company and Parataxis Holdings and all of their respective successors and permitted assigns.

3.8            Assignment of Rights.

(a)           The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(b)           This Agreement shall not be assigned by any party hereto by operation of Law or otherwise without the prior written consent of (i) in the case of Pubco or Parataxis Holdings, the Company or (ii) in the case of the Company, Pubco and Parataxis Holdings, and any assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning party of its obligations hereunder.

3.9            Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

3.10          Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

3.11          Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

3.12          Costs of Enforcement. Each party will bear its own costs in respect of any disputes arising under this Agreement. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Right of First Refusal Agreement as of the date first written above.

PUBCO:
PARATAXIS HOLDINGS INC.
By:
Name:	Edward Chin
Title:	President, Chief Financial Officer, Secretary and Treasurer

IN WITNESS WHEREOF, the parties have executed this Right of First Refusal Agreement as of the date first written above.

COMPANY:
PARATAXIS CAPITAL MANAGEMENT LLC
By:
Name:	Edward Chin
Title:	Managing Member

IN WITNESS WHEREOF, the parties have executed this Right of First Refusal Agreement as of the date first written above.

PARATAXIS HOLDINGS:
PARATAXIS HOLDINGS LLC
By:
Name:	Edward Chin
Title:	Manager

IN WITNESS WHEREOF, the parties have executed this Right of First Refusal Agreement as of the date first written above.

KEY HOLDER:
EDWARD CHIN

Exhibit 99.1

Bitcoin-Native, Institutional Digital AssetManagement Platform Parataxis Holdings to Go Public via Combination with SilverBox Corp IV

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·	Proposed Transaction to Create Proprietary Digital Asset Management Platformwith Established Institutional Leadership Team Poised to Capitalize on Digital Asset Growth
·	Establishes Defensible, Scalable Strategy in Underserved, Highly AttractiveSouth Korean Market with First Mover Advantage in Bitcoin Treasury Strategies
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·	Positions Parataxis Holdings to Launch Yield-Enhanced Bitcoin TreasuryStrategy in U.S. and South Korean Markets
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·	Transaction Would Provide Access of Up to $640 Million of Gross Proceeds Available to Support Acceleration of Digital Asset Purchases and Support Long-Term Strategy
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·	Implies Pro Forma Equity Value of Up to $800 Million at $10.00 Per Share,Assuming No Redemptions and Issuance of Shares Under ELOC in Full
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·	Conference Call with Parataxis Holdings and SBXD Leadership and Associated Investor Presentation Is Accessible at www.sbcap.com/parataxis
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AUSTIN & NEW YORK--(BUSINESS WIRE)-- Parataxis Holdings LLC (“Parataxis Holdings” or the “Company”), a preeminent, institutional digital asset management platform founded by principals of Parataxis Capital Management LLC (“PCM”), today announced it has entered into a definitive business combination agreement with SilverBox Corp IV (“SBXD”) (NYSE: SBXD), a publicly listed special purpose acquisition company sponsored by SilverBox Sponsor IV (the “Sponsor”), an affiliate of SilverBox Capital LLC (“SilverBox Capital”). Once the proposed transaction (the “Business Combination”) is closed, the combined company will be named Parataxis Holdings Inc. (“Parataxis HoldCo” or “Pubco”) and seek to trade on the New York Stock Exchange (“NYSE”) under the symbol “PRTX.”

Parataxis Holdings is a differentiated platform that combines Bitcoin (“BTC”) exposure, proprietary growth opportunities, and accretive yield generation, delivered through the institutional-grade management and execution of a digital asset native investment manager. The Company is focused on deploying domestic and international digital asset treasury strategies and has already established an early mover advantage in a highly attractive market with the creation of Parataxis Korea.

Parataxis Korea is the intended new corporate name of Bridge Biotherapeutics, Inc. (“Bridge Biotherapeutics”) (288330.KQ), and the Company believes that the approximately 4.5x increase in Bridge Biotherapeutic’s share price since June 20, 2025, when the Company announced its transaction with Bridge Biotherapeutics, reflects the team’s ability to execute in South Korea and the receptivity the market has to the firm’s strategy.

Edward Chin, Founder and CEO of Parataxis Holdings, commented, “Today’s announcement brings us closer to realizing our vision of creating a publicly listed entity that delivers differentiated exposure to Bitcoin via a disciplined, institutional platform investing across underserved growth markets. Following the Closing of the Business Combination with SBXD, we will be well-capitalized to execute a BTC treasury strategy in the U.S., enhanced by the yield generation capabilities of an institutional asset manager. We will also be ideally positioned to further establish and grow our successful foothold in South Korea with Parataxis Korea. We are proud to have the support of SilverBox Capital, who have been excellent partners throughout this process, and we look forward to continuing to work alongside them.”

Joe Reece, Founding Partner of SBXD and Co-Managing Partner of SilverBox Capital, added, “Ed and the team at Parataxis Holdings have built a unique and highly scalable digital asset management platform that offers exposure to a cutting-edge strategy at an institutional-grade level. We are proud to have been the partner of choice for Parataxis Holdings and we look forward to bringing this differentiated platform to the public market.”

The Business Combination will deliver up to approximately $240 million to Parataxis Holdings, subject to SBXD shareholder redemptions. This includes $31 million of equity that will be funded immediately to purchase BTC. In addition, Parataxis Holdings has entered into a share purchase agreement (the “ELOC”), pursuant to which, following the closing of the Business Combination (the “Closing”), Parataxis HoldCo has the right to issue and sell up to $400 million of equity. The ELOC will give Parataxis HoldCo the flexibility to raise additional capital as needed to support the continued accumulation of BTC. Together, the Business Combination and related financing transactions could provide up to $640 million of gross proceeds to support the execution and acceleration of the BTC treasury strategy and prime the Company for further treasury platforms and special situations investments.

At the Closing, $10.00 per share price would imply a pro forma equity value of approximately $400 million, or $800 million assuming the full $400 million of equity available under the ELOC is funded at $10.00 per share, assuming no trust redemptions at or prior to the Closing and no additional financing transaction is completed prior to the Closing.

Additional Highlights:

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Proven leadership team with deep domainexpertise substantiated by institutional support. The Company’s leadership founded PCM, a New York-based digital asset investment manager focused on actively managed investment strategies on behalf of a global base of institutional limited partners. The team has a track record of capitalizing on special situation opportunities in the digital asset space. The combination of traditional asset management rigor applied to the digital space is a key differentiator of the Parataxis Holdings platform.

Proprietary platform provides sophisticatedmanagement of BTC exposure with an enhanced yield strategy. The platform’s strategy is designed to generate superior total returns as opposed to passive BTC ownership and aims to deliver market leading BTC yield metrics. Management will strike a balance between generating organic, risk-adjusted yield on BTC holdings through low-volatility trading activities leveraging management’s long track record of managing assets for institutions, pensions and high net worth individuals, while focusing on capital preservation. Additionally, the investment team has a strong governance backbone and operational risk management framework that has been underwritten by global institutional allocators.

South Korea represents an attractive, underservedmarket for BTC treasury strategies where Parataxis Holdings has a significant advantage from established relationships. Digital asset investing is both culturally and politically mainstream in South Korea, with a large domestic user base and growing regulatory support. South Korea is one of the largest markets for digital asset trading volume without a BTC ETF, presenting a significant value creation opportunity for Parataxis Korea. Given the success of BTC treasury strategies in other major Asian markets, the Company is confident in the potential of its BTC treasury strategy in South Korea.

On June 20, 2025, Parataxis Holdings announced a definitive agreement among Parataxis Holdings, Parataxis Korea Fund I LLC and Bridge Biotherapeutics to launch its Korean Bitcoin treasury strategy. The investment in Bridge Biotherapeutics is a foundational acquisition that delivers Parataxis Holdings a first-mover advantage in the highly attractive Korean market.

Transaction Details

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The Business Combination between Parataxis Holdings and SBXD will result in Parataxis HoldCo being a publicly listed company. In connection with the Business Combination, Parataxis Holdings sold $31 million of non-voting preferred units to investors in a private placement (the “Preferred Equity Raise”, together with the Business Combination and the Preferred Equity Raise, the “Transactions”). At the Closing, any funds remaining in the SBXD trust account will be delivered to Parataxis HoldCo.

The Preferred Equity Raise was funded contemporaneously with the execution of the definitive agreements. Parataxis HoldCo agreed to purchase Bitcoin (the “BTC Assets”) using the aggregate amount of funds raised in the Preferred Equity Raise within fifteen days of receipt of the proceeds from such Preferred Equity Rase. The BTC Assets will be held in a custodial account until the completion of the Business Combination, providing future shareholders of Parataxis HoldCo with immediate exposure to Bitcoin.

At the Closing, former security holders of SBXD and former unit holders of Parataxis Holdings (“Parataxis Holders”) will receive, as consideration in the Business Combination, newly-issued securities of Parataxis HoldCo.

The number of Parataxis HoldCo shares issuable to the Parataxis Holders at Closing will depend on the value of the BTC Assets measured as of a date shortly before the Closing, subject to a cap, and provided, also, that the Parataxis Holders that are investors in the Preferred Equity Raise (as defined herein) will, at a minimum, receive such number of Parataxis HoldCo shares as represents 1.30 times the number of preferred units delivered to such investors upon consummation of the Preferred Equity Raise, as further described in the definitive agreements for the Transactions (the “Transaction Agreements”).

Prior to entering into the definitive agreement, the proposed Business Combination has been approved by the board of directors of SBXD and by the board of managers of Parataxis Holdings. The terms of the Transaction Agreements, including covenants and conditions to Closing reasonably customary for similar transactions, including that the Transactions and their terms be approved by requisite SBXD shareholders and by the requisite members of Parataxis Holdings.

The parties expect to consummate the Transactions after the submission for review by the U.S. Securities & Exchange Commission (the “SEC”) of a registration statement on Form S-4 (as may be amended, the “Registration Statement”) to register applicable securities issuable in connection with the Transactions.

The terms of the Transactions described in this release, including any dollar-denominated figures or implied valuations, are based on information as of the date of the signing of the Transaction Agreements and assume no redemptions from the SBXD trust account. These terms are subject to change and there can be no assurance that the final terms at Closing will reflect the figures referenced herein.

Investor Call and Presentation

A webcast of a conference call with Parataxis Holdings and SBXD leadership, as well as an associated investor presentation, is accessible at www.sbcap.com/parataxis.

Advisors

Clear Street is advising SBXD as lead financial advisor and placement agent. Santander US Capital Markets LLC is acting as lead capital markets advisor to SBXD. Paul Hastings LLP is serving as legal counsel to SBXD. Ellenoff Grossman & Schole LLP is serving as legal counsel to Parataxis Holdings. Eversheds Sutherland and Snell & Wilmer are acting as specialist counsel to Parataxis Holdings.

About SilverBox Corp IV and SilverBox Capital

SilverBox Corp IV is a special purpose acquisition company (“SPAC”) sponsored by an affiliate of SilverBox Capital and formed as part of an institutional platform to sponsor a series of SPACs. SBXD completed its $200 million initial public offering in August 2024 and its stock currently trades on NYSE under the ticker “SBXD.” SilverBox Capital is a strategic investment and advisory firm that brings together capital, advice and operating expertise in a single, aligned platform. Learn more at www.sbcap.com.

About Parataxis Capital Management and ParataxisHoldings

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PCM is a multi-strategy investment management firm focused on the digital asset sector. PCM was founded in 2019 and manages multiple comingled hedge fund vehicles and provides sub-advisory services for institutional allocators, family offices, fund-of-funds and high-net worth individuals. Parataxis Holdings is an affiliate of PCM and focused on BTC treasury and other digital asset investment opportunities. Both firms are headquartered in New York City.

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Additional Information and Where to Find It

Pubco, Parataxis Holdings and SBXD intend to file with the SEC the Registration Statement, which will include a preliminary proxy statement of SBXD and a prospectus (the “Proxy Statement/Prospectus”) in connection with the Transactions. The definitive proxy statement and other relevant documents will be mailed to shareholders of SBXD as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. SBXD and/or Pubco will also file other documents regarding the Transactions with the SEC. This press release does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF SBXD AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH SBXD’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT SBXD, PUBCO, THE COMPANY AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by SBXD and Pubco, without charge, once available, on the SEC’s website at www.sec.gov.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The securities to be issued by Parataxis Holdings and Pubco in the Transactions have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

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Participants in the Solicitation

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Parataxis Holdings, SBXD and Pubco and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of SBXD’s shareholders in connection with the Transactions. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of SBXD’s directors and officers in SBXD’s Annual Report on Form 10-K for the year ended December 31, 2024. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to SBXD’s shareholders in connection with the Transactions will be set forth in the Proxy Statement/Prospectus for the Transactions when available. Information concerning the interests of Parataxis Holdings’, SBXD’s and Pubco’s participants in the solicitation, which may, in some cases, be different than those of their respective equityholders generally, will be set forth in the Proxy Statement/Prospectus relating to the Transactions when it becomes available.

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Forward-Looking Statements

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This press release includes “forward-looking statements” with respect to SBXD and Parataxis Holdings within the meaning of the federal securities laws. The expectations, estimates, and projections of the businesses of Parataxis Holdings and SBXD may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance and anticipated financial impacts of the Transactions and the satisfaction of the closing conditions to the Transactions, and the timing of the completion of the Transactions. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of Parataxis Holdings and SBXD and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at all, which may adversely affect the price of SBXD’s securities; (2) the Transactions not being completed by SBXD’s business combination deadline; (3) the failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of SBXD’s shareholders; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of Pubco to grow and manage growth profitably and retain its key employees, and the demand in South Korea for digital assets; (5) the level of redemptions of SBXD’s public shareholders which will reduce the amount of funds available for Pubco to execute on its business strategies and may make it difficult to obtain or maintain the listing or trading of shares of Pubco’s Class A common stock on a major securities exchange; (6) the failure of Pubco to obtain or maintain the listing of its securities on any securities exchange after closing of the Transactions; (7) costs related to the Transactions and as a result of becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) Pubco’s anticipated operations and business, including the highly volatile nature of the price of Bitcoin and the demand for digitals assets in Korea; (10) Pubco’s stock price will be highly correlated to the price of Bitcoin and the price of Bitcoin may decrease between the signing of the definitive documents for the Transactions and the closing of the Transactions or at any time after the closing of the Transactions; (11) increased competition in the industries in which Pubco will operate; (12) significant legal, commercial, regulatory and technical uncertainty regarding Bitcoin; (13) treatment of crypto assets for U.S. and foreign tax purposes; (14) after consummation of the Transactions, Pubco experiences difficulties managing its growth and expanding operations; (15) challenges in implementing Pubco’s business plan due to operational challenges, significant competition and regulation; (16) being considered to be a “shell company” by the securities exchange on which Pubco’s Class A common stock will be listed or by the SEC, which may impact the ability to list Pubco’s Class A common stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; (17) the outcome of any potential legal proceedings that may be instituted against Pubco, Parataxis Holdings, SBXD or others following announcement of the Transactions; (18) trading price and volume of Pubco’s Class A common stock may be volatile following the Transactions and an active trading market may not develop; (19) Pubco stockholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities in Pubco; (20) investors may experience immediate and material dilution upon Closing as a result of the SBXD Class B ordinary shares held by the Sponsor, since the value of the SBXD Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Pubco’s Class A common stock at such time is substantially less than the price per share paid by investors; (21) conflicts of interest that may arise from investment and transaction opportunities involving Pubco, Parataxis Holdings, its affiliates and other investors and clients; (22) legal, regulatory, political, currency, and economic risks specific to South Korea, including risks related to geopolitical tensions in the region; (23) risks related to, and potential loss of the entire investment in, Parataxis Holdings’ potential investment in a single KOSDAQ-listed company; (24) Bitcoin trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (25) the custody of Pubco’s Bitcoin, including the loss or destruction of private keys required to access its Bitcoin and cyberattacks or other data loss relating to its Bitcoin, which could cause Pubco to lose some or all of its Bitcoin; (26) a security breach or cyber-attack and unauthorized parties obtain access to Pubco’s Bitcoin assets, Pubco may lose some or all of its Bitcoin temporarily or permanently and its financial condition and results of operations could be materially adversely affected; (27) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the price of Bitcoin and adversely affect Pubco’s business; (28) potential regulatory change reclassifying Bitcoin as a security could lead to the Pubco’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of Bitcoin and the market price of Pubco listed securities; (29) it is not possible to predict the amount of Pubco Class A common stock sold under the ELOC or the gross proceeds resulting from such sales, that sales under the ELOC will cause dilution to existing Pubco stockholders, Pubco may spend any proceeds under the ELOC in ways that may not generate a significant return; and (30) other risks and uncertainties included in (x) the “Risk Factors” sections of the SBXD Annual Report and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Pubco and SBXD . The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Parataxis Holdings, Pubco and SBXD do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Parataxis Holdings’, Pubco’s or SBXD’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Parataxis Holdings’, Pubco’s or SBXD’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Parataxis Holdings, Pubco or SBXD will, or are likely to, generate going forward.

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No Offer or Solicitation

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This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Contacts

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For Media:

Longacre Square Partners

Amy Freedman / Ashley Areopagita

silverbox@longacresquare.com

Exhibit 99.2

STRICTLY CONFIDENTIAL PARATAXIS HOLDINGS INVESTOR PRESENTATION August 2025

2 DISCLAIMERS AND OTHER IMPORTANT INFORMATION General This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making th eir own evaluation with respect to the proposed business combination (the “Business Combination”) among SilverBox Corp IV (“SBXD”), Parataxis Holdings LLC (“Parataxis Holdings” or the “Company”), and Parataxis Holdings Inc., a newly formed ho lding company that will become the publicly listed company (“ PubCo ”, and together with SBXD and the Company, the “Parties”). The information contained herein does not purport to be all - inclusive and none of SBXD, the Company or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. Neither the Company nor SBXD has verified, or wil l verify, any part of this Presentation. The recipient should make its own independent investigations and analyses of the Company and its own assessment of all information and material provided, or made available, by the Company, SBXD or an y o f their respective directors, officers, employees, affiliates, agents, advisors or representatives. This Presentation does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or i n r espect of the proposed Business Combination. This Presentation shall also not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any securities, nor shall there be any sale of securities in an y states or 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 offering of securities will be made except by means of a prospectus m eet ing the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation. You should con sul t your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained he rei n to make any decision. The distribution of this Presentation may also be restricted by law and persons into whose possession this Presentation comes sh ould inform themselves about and observe any such restrictions. The recipient acknowledges that it is (a) aware that the United States securities laws prohibit any person who has material, non - public information concerning a company f rom purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securiti es, and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), and that the recipient will neither use, nor cause any third party to use, thi s P resentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b - 5 thereunder. Industry and Market Data This Presentation has been prepared by the Parties and their respective representatives and includes market data and other st ati stical information from third - party industry publications and sources as well as from research reports prepared for other purposes. Although the Parties believe these third - party sources are reliable as of their respective dates, none of th e Parties or any of their respective representatives has independently verified the accuracy or completeness of this information and cannot assure you of the data's accuracy or completeness. Some data are also based on the Parties' good faith es timates, which are derived from both internal sources and the third - party sources. None of the Parties or their respective representatives make any representation or warranty with respect to the accuracy of such information. The Parties exp ressly disclaim any responsibility or liability for any damages or losses in connection with the use of such information herein. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented di ffe rently in, any registration statement, prospectus, proxy statement or other report or document to be filed or furnished by SBXD, the Company or PubCo , or any other report or document to be filed by PubCo following completion of the Business Combination with the Securities and Exchange Commission (the “SEC”). Trademarks and Intellectual Property All trademarks, service marks, and trade names of any Party or their respective affiliates used herein are trademarks, servic e m arks, or registered trade names of such Party or its respective affiliate, respectively, as noted herein. Any other product, company names, or logos mentioned herein are the trademarks and/or intellectual property of their respective owners, an d their use is not alone intended to, and does not alone imply, a relationship with any Party, or an endorsement or sponsorship by or of any Party. Solely for convenience, the trademarks, service marks and trade names referred to in this Pre sentation may appear without the *, TM or SM symbols, but such references are not intended to indicate, in any way, that any Party or the applicable rights owner will not assert, to the fullest extent under applicable law, their rights or the right of the applicable owner or licensor to these trademarks, service marks and trade names. STRICTLY CONFIDENTIAL

3 DISCLAIMERS AND OTHER IMPORTANT INFORMATION STRICTLY CONFIDENTIAL Additional Information and Where to Find It PubCo , the Company and SBXD intend to file with the SEC the registration statement on Form S - 4 (as amended or supplemented from time to time, the “Registration Statement”), which will include a preliminary proxy statement of SBXD and a prospectus of PubCo (the “Proxy Statement/Prospectus”) in connection with the Transactions (as defined below). The definitive proxy statement and o ther relevant documents will be mailed to shareholders of SBXD as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. SBXD, the Com pan y and/or PubCo will also file other documents regarding the Transactions with the SEC. This Presentation does not contain all of the information that should be considered concerning the Transactions and is not intended to form the ba sis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF SBXD AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELI MIN ARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH SBXD’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN TH E P ROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT SBXD, THE COMPANY, PUBCO AND THE TRANSACTIONS. Investors and security holders will a lso be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by SBXD and PubCo , without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: SilverBox Corp IV, 8701 B ee Cave Road, Austin, TX 78746, or upon written request to PubCo , via email at info@sbcap.com. NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PAS SED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE. Participants in Solicitation SBXD, the Company, PubCo and their respective directors, executive officers, certain of their shareholders and other members of management and employe es may be deemed under SEC rules to be participants in the solicitation of proxies from SBXD’s shareholders in connection with the Transactions. A list of the names of such persons, and information regarding the ir interests in the Transactions and their ownership of SBXD’s securities are, or will be, contained in SBXD’s filings with the SEC, including SBXD’s Annual Report on Form 10 - K for the year ended December 31, 2024 filed with the SEC on Mar ch 13, 2025 (“SBXD Annual Report”) and SBXD’s Quarterly Report on Form 10 - Q for the period ended March 31, 2025, filed with the SEC on May 13, 2025. Additional information regarding the interests of the persons who may, under SE C r ules, be deemed participants in the solicitation of proxies of SBXD’s shareholders in connection with the Transactions, including the names and interests of PubCo’s directors and executive officers, will be set forth in the Registration Statement and Proxy Statement/Prospectus, which is ex pe cted to be filed by PubCo , the Company and SBXD with the SEC. Investors and security holders may obtain free copies of these documents as described above.

4 DISCLAIMERS AND OTHER IMPORTANT INFORMATION Forward Looking Information This Presentation (and any oral statements regarding the subject matter of this Presentation) contains certain forward - looking s tatements within the meaning of the U.S. federal securities laws with respect to the Parties and the transactions contemplated in the Business Combination Agreement (collectively, the “Transactions”). The expectations, estimates, and proje cti ons of the businesses of the Company and SBXD may differ from their actual results and consequently, you should not rely on these forward - looking statements as predictions of future events. Words such as “expect,” “estimate,” “projec t,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predict,” “potential,” “continue,” and similar expressions are intended to identify such forward - looking statements. These forward - looking statements include, without limitation, future performance and anticipated financial impacts of the Transactions, the satisfaction of the closing conditions to the Transactions, and the timing of the completion of the Transactions. These f orw ard - looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of the Company, PubCo and SBXD and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the Trans ac tions not being completed in a timely manner or at all, which may adversely affect the price of SBXD’s securities; (2) the Transact ion s not being completed by SBXD’s business combination deadline; (3) the failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of SBXD’s shareholders; (4) failure to realize the an ticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of PubCo to grow and manage growth profitably and retain its key employees, and the demand in South Korea for digital assets; (5) the le vel of redemptions of SBXD’s public shareholders which will reduce the amount of funds available for PubCo to execute on its business strategies and may make it difficult to obtain or maintain the listing or trading of PubCo Class A common stock on a major securities exchange; (6) the failure of PubCo to obtain or maintain the listing of its securities on any securities exchange after closing of the Transactions; (7) costs related to the Transactions and as a resul t o f becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) PubCo’s anticipated operations and business, including the highly volatile nature of the price of Bitcoin and the demand for digitals a ssets in Korea; (10) PubCo’s stock price will be highly correlated to the price of Bitcoin and the price of Bitcoin may decrease between the signing of the definitive documents for the Transactions and the closing of the Transactions or at any time after the closing of the Transactions; (11) increased competition in the industries in which PubCo will operate; (12) significant legal, commercial, regulatory and technical uncertainty regarding Bitcoin; (13) treatment of c ry pto assets for U.S. and foreign tax purposes; (14) after consummation of the Transactions, PubCo experiences difficulties managing its growth and expanding operations; (15) challenges in implementing PubCo’s business plan due to operational challenges, significant competition and regulation; (16) being considered to be a “shell company” by the securities exchange on which PubCo Class A common stock will be listed or by the SEC, which may impact the ability to list PubCo Class A common stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; (17) the outcome of any potential legal proceed ing s that may be instituted against PubCo , the Company, SBXD or others following announcement of the Transactions; (18) trading price and volume of PubCo Class A common stock may be volatile following the Transactions and an active trading market may not develop; (19) PubCo stockholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities in PubCo ; (20) investors may experience immediate and material dilution upon Closing as a result of the SBXD Class B ordinary shares hel d by the sponsor of SBXD (the “Sponsor”), since the value of the SBXD Class B ordinary shares is likely to be substantially higher than the no min al price paid for them, even if the trading price of PubCo Class A common stock at such time is substantially less than the price per share paid by investors; (21) conflicts of interest that may arise from investment and transaction opportu nit ies involving PubCo , the Company, its affiliates and other investors and clients; (22) legal, regulatory, political, currency, and economic risks specific to South Korea, including risks related to geopolitical tensions in the region; (23) ri sks related to, and potential loss of the entire investment in, the Company’s potential investment in a single KOSDAQ - listed company; (24) Bitcoin trading venues may experience greater fraud, security failures or regulatory or operational prob lem s than trading venues for more established asset classes; (25) the custody of PubCo’s Bitcoin, including the loss or destruction of private keys required to access its Bitcoin and cyberattacks or other data loss relating to its Bitcoin, wh ich could cause PubCo to lose some or all of its Bitcoin; (26) a security breach or cyber - attack and unauthorized parties obtain access to PubCo’s Bitcoin assets, PubCo may lose some or all of its Bitcoin temporarily or permanently and its financial condition and results of operations could be m aterially adversely affected; (27) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or f ina ncial institutions, could have a negative impact on the price of Bitcoin and adversely affect PubCo’s business; (28) potential regulatory change reclassifying Bitcoin as a security could lead to the PubCo’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market pric e of Bitcoin and the market price of PubCo listed securities; (29) it is not possible to predict the amount of PubCo Class A common stock sold under the standby equity purchase agreement (“SEPA”) or the gross proceeds resulting from such sale s, that sales under the SEPA will cause dilution to existing PubCo shareholders, PubCo may spend any proceeds under the SEPA in ways that may not generate a significant return; and (30) other risks and uncertaint ie s included in (x) the “Risk Factors” sections of the SBXD Annual Report and (y) other documents filed or to be filed with or furnished or to be furnished to the S EC by PubCo and SBXD. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward - looking statements, which speak only as of the date made. The Company, PubCo and SBXD do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward - l ooking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is ba sed, except as required by law. Past performance by the Company’s, PubCo’s or SBXD’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on t he historical record of the performance of the Company’s, PubCo’s or SBXD’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that the Company, PubCo or SBXD will, or are likely to, generate going forward. Forward - looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward - l ooking statements, and none of the Parties or any of their respective representatives assumes any obligation and do not intend to update or revise these forward - looking statements, whether as a result of new information, future events, o r otherwise. None of the Parties or any of their respective representatives gives any assurance that any of SBXD, PubCo or the Company will achieve its expectations. The inclusion of any statement in this presentation does not constitute an admi ss ion by SBXD, the Company or PubCo or any other person that the events or circumstances described in such statement are material. STRICTLY CONFIDENTIAL

III Proposed Transactions Overview I Executive Summary Growth Accelerants II TABLE OF CONTENTS

6 Proposed Equity Offering and Cash in Trust − We have secured $31 million in an offering of equity securities (“Equity Offering”) into Parataxis Holdings, funded concurrently with the execution of the Business Combination Agreement ("BCA") with proceeds for purchase of BTC and general corporate purposes − We have entered into a standby equity purchase agreement that will give Parataxis Holdings a right to issue and sell up to $400 million equity post - Closing − Up to $209 million of SBXD’s cash in trust available at close subject to redemptions − Proceeds from the Equity Offering and cash in trust will be used to: − acquire BTC in connection with a BTC treasury strategy − fund the initial Parataxis Korea platform investment − prime Parataxis Holdings’ balance sheet for additional BTC accumulation and special situations investments We believe Parataxis Holdings represents a highly differentiated investment opportunity with multiple paths to value creation EXECUTIVE SUMMARY STRICTLY CONFIDENTIAL Overview − Parataxis Holdings is an asset management platform founded by principals of Parataxis Capital Management LLC (“PCM”) − Parataxis Holdings was created to serve as a disciplined, institutional platform for capitalizing on opportunities arising from Bitcoin’s (“BTC”) growing role as a corporate treasury asset − We believe that Parataxis Holdings is differentiated from other BTC treasury strategies given its − (i) core digital asset management platform − (ii) institutional leadership − (iii) access to a proprietary international BTC treasury exposure through the platform investment in Bridge Biotherapeutics (“Parataxis Korea”), a KOSDAQ listed company (KOSDAQ: 288330) − (iv) ability to provide enhanced BTC yield − (v) flexibility to pursue special situation investment opportunities − Parataxis Holdings has entered into a definitive agreement that would provide for a controlling stake in Parataxis Korea, that upon closing, would become the first BTC treasury company in Korea backed by an institutional - grade platform − Post closing of the Business Combination (the “Closing”), we expect Parataxis Holdings to be in a position to raise additional capital to grow its BTC treasury, execute its BTC yield generation strategy domestically and within Parataxis Korea, and pursue special situation investment opportunities that arise from time to time − PubCo would also have a ROFR of 3 years to acquire PCM

7 − Co - founder of SilverBox Capital LLC − Former Executive Vice Chairman and Head of UBS Securities’ Investment Bank for the Americas, and spent nearly two decades at Credit Suisse − Joe began his career as an attorney, including roles at Skadden, Arps, Slate, Meagher & Flom LLP and as Special Counsel at the U.S. SEC − Currently serves as Chairman of NCR Atleos and Compass Minerals − Previously held board roles at NCR, Quotient Technology, Atlas Technical Consultants, and others − Holds degrees from Georgetown University Law Center and the University of Akron Joe Reece Founding Partner SilverBox Corp IV THE TEAM Edward Chin Founder & CEO Parataxis Holdings − Founded PCM in 2019 and serves as CEO − Former investment banker at digital asset merchant bank Galaxy Digital − Before joining the digital asset space, spent 10 years as an investment banker covering the Technology, Media & Telecom sectors, starting his career at Lehman Brothers − Served as a US Army Captain and stationed in South Korea − Fulbright Research Fellow in South Korea − Ed is a graduate of The Wharton School (MBA), Yonsei University (MA) and UC Berkeley (BA) − Partner and Portfolio Manager at PCM − Prior to joining PCM, was a Partner at a family office managing the firm’s liquid crypto portfolio − Before entering the digital asset space, held an operator role at AuditBoard ($3bn+ private equity exit) helping scale the business from $10 million in revenue to $100 million in revenue − Previously research analyst at Ares Management and investment banker at Credit Suisse and Jefferies − Andrew is a graduate of New York University (BA) Andrew Kim CEO Parataxis Korea − Co - Founded PCM in 2019 and serves as CIO − Prior to PCM, Thejas was a portfolio manager at digital asset hedge fund LedgerPrime − Before entering the digital asset space, Thejas spent 8 years at Goldman Sachs, most recently as a trader within the firm’s Macro Trading group − Thejas is a graduate of the Stern School of Business at NYU (MBA) and Rutgers University (BA) Thejas Nalval Co - Founder & CIO PCM STRICTLY CONFIDENTIAL

8 PARATAXIS HOLDINGS: A DIFFERENTIATED PLATFORM 1 Parataxis Korea: “The Next Metaplanet” Proprietary Investment Platform with Early Mover Advantage in a Highly Attractive Market − Parataxis Korea transaction is structured to establish a reference BTC vehicle in Korea − We believe that Korea is a highly attractive market to execute a public BTC Treasury strategy, with a number of parallels to Metaplanet, enhanced by Parataxis Holdings’ deployment of its strategy − Metaplanet (3350.T), a Japanese hotel operator, experienced a >70x increase in share price after investing heavily in BTC and is the largest holder of BTC in Asia − We believe Parataxis Holdings’ execution framework and playbook will be hard to replicate in the Korean market and has significant “first - mover” benefits 2 Enhanced BTC Yield Generation Institutional - Grade BTC Exposure with Embedded Yield Strategy, Designed to Outperform passive BTC strategies − Capital allocated directly to Bitcoin and managed by an experienced team − Exposure enhanced by an active yield strategy, targeting attractive, risk - adjusted returns − Strategy is designed to generate superior total returns versus passive BTC ownership, independent of market premium to NAV − Yield generation intends to contemplate directional exposure and introduces a capital efficiency layer typically not utilized by public BTC vehicles A differentiated platform combining BTC exposure, proprietary growth opportunities, and accretive yield generation, delivered through institutional - grade management and execution 3 Special Situation Investments Market Volatility of Underlying Digital Assets Provides Opportunities to Capitalize on Market Dislocations − Parataxis Holdings team has a proven ability to capitalize on special situation investment opportunities across the digital asset sector − Pursue opportunistic investments that arise from market dislocations (i.e., structured token investing, both application and infrastructure layer, distressed, M&A, etc.) STRICTLY CONFIDENTIAL

9 ILLUSTRATIVE PLATFORM STRUCTURE Our platform is designed to execute on our strategy of layering in an enhanced BTC treasury strategy across a proprietary pipeline of international platform investment opportunities STRICTLY CONFIDENTIAL For illustrative purposes only. Illustration is based on current intentions only and any transaction illustrated is subject to execution of definitive agreement and other conditions such transaction may be subject to. Illustration is not intended to b e a representation of the legal structure of Parataxis Holdings. Investment figures are based on assumed FX rate of 1,350 KRW per USD. − Parataxis Korea: Parataxis Holdings has entered into a definitive agreement with Bridge Biotherapeutics, a KOSDAQ - listed company that, upon formal approval of shareholders and satisfaction of certain conditions, would result in Parataxis Holdings and certain LP investors owning a controlling stake of that company. Bridge Biotherapeutics would be renamed “Parataxis Korea” and would provide Parataxis Holdings control of the Board and management, with Parataxis Korea’s continued listing in Korea − BTC - on - BTC Yield Generation: Parataxis Holdings management team will apply market - neutral trading strategies to manage corporate treasuries, as well as platform companies (e.g., Parataxis Korea) − Special Situation Investments : Opportunistic investments that arise from market dislocations ( e.g. ., structured token investing, both application and infrastructure layer, distressed, M&A, etc.) where Parataxis Holdings has a unique track record of creating asymmetric returns 1 2 3 Corporate Treasury (BTC) LP Investors PCM ~$16m investment from LPs Special Situation Investments Parataxis Holdings (US Listed) Corporate Treasury (BTC) Parataxis Korea GP Parataxis Korea (Korea Listed) ROFR to acquire PCM Execution and Management Services Transaction Perimeter ~$4m GP investment + 15% performance fees on LP investment 1 2 2 3

10 PARTNERSHIP WITH PCM PCM Overview − Founded in 2019, PCM is a New York - based digital asset investment manager focused on institutional - grade, actively managed strategies in liquid crypto markets with $100m+ in AUM − Led by experienced principals with backgrounds in structured credit, derivatives, and hedge fund trading — bringing traditional asset management rigor to the digital asset management space − PCM manages capital for a global base of institutional LPs , including public pensions, family offices, fund - of - funds and other institutional allocators PCM as the Ideal Partner − Proven operators in both crypto - native and traditional financial markets — bridging credibility and execution − Deep understanding of BTC market structure, custody, and compliance requirements − Institutional DNA aligns well with the governance, transparency, and execution standards required in a public vehicle − PCM’s principals will be economic owners of PubCo, promoting long - term alignment with shareholders Virginia Pension Fund Invests in Crypto Lending in Bid to Boost Returns August 4, 2022 Crypto Hedge Fund Firm Parataxis Buys Strix Leviathan Funds January 27, 2025 A $50M First? Pension Systems Back Cryptocurrency Hedge Fund October 15, 2021 Navigating the Digital Asset Market June 10, 2023 Liquidity Drives Success for this Crypto Hedge Fund March 21, 2022 HFM US Performance Awards: Best Digital Asset Fund 2024 October 22, 2024 Parataxis Holdings is led by a management team with a long tenure and track record in successfully managing a multi - strategy digital asset manager STRICTLY CONFIDENTIAL PCM Representative Press Highlights

11 “THE BTC TREASURY FLYWHEEL 2.0” “Planned BTC Treasury Flywheel 2.0” Buy BTC mNAV Premium Issue Equity Generate Real BTC Yield Issue Equity Parataxis Korea Special Situation Investments − Exposure to proprietary, difficult to replicate investment in Korea − Korea selected for its unique demand profile for digital assets − Parataxis Korea is expected to be invested in BTC 1 − BTC will be managed through low - volatility, market - neutral trading strategies − Designed to enhance BTC exposure with incremental, risk - managed return 2 − Take advantage of opportunistic investment opportunities that arise from market dislocations 3 “Planned BTC Treasury Flywheel 1.0” Our differentiated model is an evolution of the “BTC Treasury Flywheel”, where the ability to generate real BTC - on - BTC yield drives organic treasury growth and value accretion STRICTLY CONFIDENTIAL Buy BTC

III Proposed Transactions Overview I Executive Summary II TABLE OF CONTENTS Growth Accelerants

13 SUMMARY OF PARATAXIS HOLDINGS’ FIRST KOREAN TRANSACTION 1 We believe the potential Parataxis Korea transaction would be a landmark transaction that would garner significant interest from investors STRICTLY CONFIDENTIAL 1. Note that changeover in management control is subject to Bridge Biotherapeutics’ shareholder approval and other closing c ond itions. Transaction Overview − On June 20, 2025, Parataxis Holdings announced a definitive agreement to invest KRW 25 billion (approximately US$20 million) into Bridge Biotherapeutics (“Bridge Bio”, KOSDAQ: 288330), which would provide Parataxis Holdings with a controlling interest in the company − Parataxis Holdings was established to execute on a plan developed over 12 months to identify potential platform investments in Korea − Members of Parataxis Holdings management team developed a pipeline of potential platforms, and have conducted extensive due diligence on potential targets and feasibility of the execution plan − Post - transaction, the company would be renamed “Parataxis Korea” and would formally implement a BTC treasury strategy to purchase BTC and generate BTC - on - BTC yield − Existing management team would be retained to run core business operations, with Andrew Kim to be appointed as CEO of Parataxis Korea Illustrative Transaction Structure 1 − Under the agreement, Parataxis Holdings will invest KRW 25 billion (~$20 million) into Bridge Bio − ~$16 million from Parataxis Korea Fund I LLC − ~$4 million directly from Parataxis Holdings − Upon closing (subject to shareholder approvals and other closing conditions), Parataxis Holdings would have management control of Bridge Bio and company would be renamed Parataxis Korea − Parataxis Korea intends to use proceeds to purchase BTC − Follow - on financings at Parataxis Korea to accelerate BTC purchases LP Investors Parataxis Korea Fund I LLC Parataxis Korea (Publicly listed in Korea) 15% Performance Fees ~$16m LP Investment ~$4m Principal Investment Parataxis Holdings ~$20m PIPE

14 SIGNIFICANT DEMAND FOR DIGITAL ASSET EXPOSURE IN KOREA 1 (1) KRX, CoinGecko ; (2) Kaiko Data ; (3) KRX, JPX, IDX, SET, CoinGecko STRICTLY CONFIDENTIAL $- $5,000 $10,000 $15,000 $20,000 2/26 2/27 2/28 2/29 3/4 3/5 3/6 3/7 3/8 3/11 3/12 3/13 3/14 3/15 3/18 3/19 3/20 3/21 3/22 3/25 3/26 KOSPI KOSDAQ Korea CEXs Korean Crypto Volumes Often Surpass Domestic Equity Markets 1 $m Crypto Exchange Volume vs. KOSPI and KOSDAQ Stock Exchanges (2024) $- $200 $400 krw usd eur jpy gbp brl mxn aud usd krw eur jpy gbp brl mxn aud usd krw eur jpy gbp brl mxn aud KRW Leads Global Crypto Trading Volume 2 $bn 2024 Global Quarterly Trade Volume – Currency Pair Q1 Q2 Q3 $0 $10,000 $20,000 $30,000 $40,000 $50,000 South Korea (Only KOSPI) Japan Indonesia Thailand Stock Market CEXs Korean Appetite For Crypto Dwarfs Other APAC Regions 3 $m Relative crypto vs. stock trading activity in major APAC markets

15 − We believe Korea has a number of parallels to Japan in terms of drivers of success for Metaplanet, including: − Korea has no listed BTC ETF, yet has a highly active retail investor base − Crypto is culturally and politically mainstream: large domestic user base and growing regulatory support & acceptance − Korea is one of the largest markets for crypto trading volumes, which often surpasses domestic equity trading volumes in Korea Attractive Market for BTC Treasury Strategy − The Parataxis Korea transaction reflects significant effort by Parataxis Holdings to develop an execution strategy based on PCM’s proven institutional approach to digital asset management − Parataxis Holdings team began in mid - 2024 to develop pipeline and perform due diligence on potential target opportunities − Focused on control rights, share structures, execution mechanics, operational risk management and regulatory feasibility Significant Effort Undertaken To Date − Parataxis Holdings has unique background and relationships that are difficult to replicate − We believe that as an early mover, Parataxis Holdings and Parataxis Korea will have significant advantages over potential competitors − We believe that relationships and execution playbook developed for Parataxis Korea will be difficult to replicate by a new entrant in a timely manner and without significant counterparty risk Strategy Difficult to Replicate 1 PARATAXIS HOLDINGS’ OPPORTUNITY AND ADVANTAGE IN KOREA We believe Korea represents an attractive market in which to execute a BTC treasury strategy, and one where Parataxis Holdings has significant advantages STRICTLY CONFIDENTIAL We believe it would be difficult for other parties to replicate our strategy in Korea

16 High Retail Investor Interest in Crypto High Retail Investor Interest in Equities Limited Crypto Exposure Options Established Regulatory Regime for Capital Markets and Crypto CASE STUDY FOR PARATAXIS’ FIRST KOREAN TRANSACTION: METAPLANET 1 The #1 Performing Stock in the World in 2024 1 STRICTLY CONFIDENTIAL Key Structural Factors in Japan − Structural factors in Japan contributed to Metaplanet’s success − Similar structural factors exist in Korea - 20M 40M 60M 80M 100M 120M 140M 160M 180M - $2.00 $4.00 $6.00 $8.00 $10.00 $12.00 $14.00 Apr-24 Jun-24 Sep-24 Nov-24 Feb-25 Apr-25 Jul-25 Volume Share Pirce 6/10/2024: Increased total holdings to ~141 BTC Metaplanet (Tokyo: 3350) Performance Since BTC Strategy Adoption (1) Sources: FactSet (market data as of August 4 th, 2025) and Metaplanet’s Website (a) Ranked top performing stock in the world for percentage return in 2024 among companies with a market cap greater than $25 0M and greater than $50M average daily trading volume in the Tokyo Stock Exchange (Tokyo: 3350) ~54x Increase in share price 2x – 22x mNAV multiple range 17,595 BTC holdings $6.70 4/8/2024: Transitioned into a Bitcoin Treasury Company 10/28/2024: Surpassed 1,000 BTC 12/23/2024: Made its largest ever purchase of ~620 BTC 2/17/2025: Exceeded 2,000 BTC 6/16/2025: Reached 10,000 BTC 7/14/2025: Bought ~797 BTC to reach 16,352 BTC 7/28/2025: Purchased ~780 BTC to reach 17,132 BTC

17 PARATAXIS HOLDINGS’ ENHANCED BTC TREASURY YIELD STRATEGY 2 Proposed Transactions with SBXD would provide public shareholders direct access to principals of PCM, who would manage an institutional - grade BTC treasury yield strategy for Parataxis Holdings STRICTLY CONFIDENTIAL Institutional Custody − All BTC will be held with qualified third - party custodians that meet rigorous institutional standards for security, insurance, and auditability − Parataxis Holdings will not self - custody any portion of its BTC position, or hypothecate any portion of treasury assets − Custodial relationships will be reviewed periodically and approved in accordance with board - defined risk management criteria Governance and Disclosure − Parataxis Holdings will maintain a clearly articulated BTC treasury mandate and adhere to public market disclosure practices − BTC holdings, relevant financial metrics, and material transaction activity will be reported regularly − Any material changes to the treatment or use of BTC — including yield generation or other active management — will be subject to board oversight and appropriate investor disclosure Strategy Overview − Leverages PCM’s experience and track record in managing market - neutral trading strategies focused on generating BTC yield − Objective of generating consistent, risk - conscious yield on BTC holdings with a primary focus on preservation of capital − While the underlying framework aligns with established income - generating techniques (e.g., writing covered calls on spot BTC holdings), our ability to deploy this approach is informed by years of operating experience in digital asset markets and managing assets for institutional allocators − Strategy also leverages PCM’s understanding and relationships with institutional counterparties to access liquidity across global venues for optimal execution via ISDA relationships, allowing for minimized slippage, bypassing intermediaries and avoiding exposure to unregulated offshore platforms Parataxis Holdings Expects to Leverage PCM’s Relationships with Key Counterparties and Service Providers

18 PARATAXIS HOLDINGS’ ENHANCED BTC TREASURY YIELD STRATEGY IS EXPECTED TO DELIVER A SUSTAINABLE VALUATION PREMIUM STRICTLY CONFIDENTIAL (1) Illustration only; (2) Source: Capital IQ. Parataxis Holdings’ ability to generate real BTC - on - BTC yield accelerates core “BTC Yield” metric without layering “risk” strategies (e.g., lending or re - hypothecating underlying assets) 0.25% 0.50% 0.75% 1.00% 1.25% 1.50% 0.5x 1.0x 1.5x 2.0x 2.5x 3.0x Return on Assets ROA vs. P / TBV of Select Financial Firms 2 Price / Tangible Book Value >3x+ BTC Yield Potential Illustrative Effect of Parataxis’ BTC Treasury Strategy 1 “BTC Treasury Flywheel 1.0” “BTC Treasury Flywheel 2.0” BTC Owned 1,000 BTC Assets @ $100k/BTC ($m) 100$ Market Cap ($m) 125$ mNAV 125.0% Shares outstanding (m) 10 Share price 12.50$ (A) Equity Issuance at mNAV Premium Capital Raised ($m) 10.0$ Shares Issued (m) 0.8 Total Shares (m) 10.8 Additional BTC Purchased @ $100k/BTC 100 New Total BTC 1,100 Previous BTC / Share 100.0 New BTC / Share 101.9 BTC Yield 1.9% (B) Parataxis' BTC-on-BTC Yield Generation Illustrative Returns 5.0% Additional BTC to Holdings 50 New Total BTC 1,150 Previous BTC / Share 100.0 New BTC / Share 106.5 Cumulative BTC Yield 6.5% 2 Investors have traditionally rewarded companies that can generate a consistently higher risk - adjusted return on assets

III I Executive Summary Growth Accelerants II TABLE OF CONTENTS Proposed Transactions Overview

20 PRO FORMA FINANCIAL SUMMARY STRICTLY CONFIDENTIAL 25.4% 50.8% 10.2% 13.5% Parataxis Holdings Shareholders SBXD Public Shareholders Equity Offering Investors (on an as- converted basis) SBXD Founder Shares and Private Placement Shares Implied Shares Outstanding (M) 10.00 Parataxis Holdings Shareholders 1,2 20.00 SBXD Public Shareholders 4.03 Equity Offering Investors (on an as - converted basis) 3 5.31 SBXD Founder Shares and Private Placement Shares 4 39.34 Total Shares Outstanding (M) $393.4 Implied Pro Forma Equity Value ($M) @ $10.00 Per Share Sources and Uses ($M) Illustrative Pro Forma Ownership and Valuation Summary $209.0 SBXD Cash in Trust 31.0 Equity Offering Proceeds $240.0 Total Sources Pro Forma Ownership (%) 1, 2 Sources 3 Notes: Pro forma valuation presented on a fully diluted basis. Valuation, as well as sources and uses, assumes 0% redemption s f rom SBXD trust, and excludes dilutive impact of 6.82 million SBXD warrants outstanding with a strike price of $11.50. (1) Parataxis Holdings shareholders is based on “pre money” valuation of $100 million ascribed to Parataxis Holdings, and it excludes impact of up to 5 million shares subject to an earn - out at $12.50, and up to 2.5 million shares subject to an earn - out at $15.00. Assumes no redemption from SBXD trust, and uses cash in trust per share of $10.45 as of June 30, 2025. (2) Edward Chin will be issued Class C Stock, which have the same economic rights as Class A Stock, and Class C Stock collectively will have 80% of the voting power of all shares of capital stock of Parataxis Holdings post Closing of the Busin ess Combination, subject to certain conditions. All other stockholders will be issued Class A Stock. (3) Based on terms of the Equity Offering as summarized in this presentation. The number of Preferred Equity Shares (on an as - converted basis) assumes the price of Bitcoin remains unchanged between signing the BCA and the Closing of Business Combination. (4) Consists of 4.85 million Founder Shares and 0.455 million Private Placement Shares. Excludes up to 0.15 million Founder Shares subject to deferral at $15.00. (5) Parataxis Holdings has entered into a financing agreement that would provide for $4 million (at a 15% PIK rate) as part of th e total funding to acquire the controlling stake in Parataxis Korea. The above illustration assumes Closing occurs 6 months fro m timing of funding of this bridge facility for illustrative purposes. 4 $215.7 Bitcoin Purchases 4.3 Repay Parataxis Korea Bridge Financing 5 5.0 Working Capital 15.0 Estimated Fees and Expenses $240.0 Total Uses Uses

21 RISK FACTORS RISKS RELATED TO PUBCO’S BUSINESS AND BITCOIN TREASURY STRATEGY AND HOLDINGS ▪ Upon the Closing of the Business Combination, PubCo’s principal asset will be Bitcoin. Bitcoin is a highly volatile asset, and PubCo’s operating results may significantly fluctuate, including due to the highly volatile nature of the price of Bitcoin and erratic market movements. The concentration of PubCo’s Bitcoin holdings enhances the risks inherent in a Bitcoin strategy. ▪ Due to PubCo’s limited operating history and the concentration of its Bitcoin holdings, it will be difficult to evaluate PubCo’s business and future prospects, and PubCo may not be able to achieve or maintain profitability in any given period. In addition, following the Closing, PubCo will be highly dependent on operational services to be provided by PCM and third - party service providers. ▪ PubCo will operate in a highly competitive environment and will compete against companies and other entities with similar strategie s, including companies with significant Bitcoin holdings and spot exchange traded funds and spot exchange traded products ("ETPs") for Bitcoin and other digital assets, and PubCo’s business, operating results, and financial condition may be adversely affected if PubCo is unable to compete effectively. ▪ Investing in Bitcoin exposes PubCo to certain risks associated with Bitcoin, such as price volatility, limited liquidity and trading volumes, relative anonymity , potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges and other risks inherent in its entirely electronic, virtual form and decentralized network. PubCo’s risk management methods to address these risks might not be effective. ▪ PubCo’s quarterly operating results, revenues, and expenses may fluctuate significantly, which could have an adverse effect on the ma rk et price of its common stock. ▪ The value of PubCo’s common stock will depend to a great extent on market demand for PubCo’s Bitcoin strategy. If market demand for that strategy were to diminish, the value of PubCo’s common stock could decrease significantly. ▪ Future developments regarding the treatment of crypto assets for U.S. and foreign tax purposes could adversely impact PubCo’s business. ▪ Unrealized fair value gains on its Bitcoin holdings could cause PubCo to become subject to the corporate alternative minimum tax under the Inflation Reduction Act of 2022. ▪ The emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the price of Bitcoin and adversely affect PubCo’s business. ▪ Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical un certainty and PubCo’s Bitcoin strategy could subject PubCo to enhanced regulatory oversight. ▪ Bitcoin trading venues may experience greater fraud, security failures or regulatory or operational problems than trading ven ues for more established asset classes. ▪ PubCo’s Bitcoin holdings will be less liquid than existing cash and cash equivalents and may not be able to serve as a source of liqu id ity for it to the same extent as cash and cash equivalents. ▪ If PubCo or its third - party service providers experience a security breach or cyber - attack and unauthorized parties obtain access to its Bitcoin assets, PubCo may lose some or all of its Bitcoin temporarily or permanently and its financial condition and results of operations could be materially adversely affected. ▪ PubCo faces risks relating to the custody of its Bitcoin, including the loss or destruction of private keys required to access its Bi tcoin and cyberattacks or other data loss relating to its Bitcoin, which could cause PubCo to lose some or all of its Bitcoin. ▪ Regulatory change reclassifying Bitcoin as a security could lead to the PubCo’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market pric e of Bitcoin and the market price of PubCo listed securities. Any such regulatory change could also require PubCo to institute burdensome regulatory requirements, and its activities may be restricted. PubCo is not subject to the legal and regulatory obligations that apply to investment companies such as mutual funds and exchange - traded funds, or to obligations applicable to investment adviser s, which could pose risks to investors. ▪ If PubCo were to become subject to the legal and regulatory obligations that apply to investment companies such as mutual funds and ex ch ange - traded funds, or to obligations applicable to investment advisers, the costs of compliance could be burdensome and could prevent PubCo from executing its Bitcoin strategy. PubCo’s Bitcoin strategy exposes it to risk of non - performance by counterparties, including, in particular, risks related to its custod ians. ▪ Because a substantial portion of PubCo’s total assets will consist of Bitcoin, a prolonged decline in the market price of Bitcoin could cause PubCo to fall below the applicable stock exchange continued listing standards for minimum stockholders’ equity or market value of listed securities. ▪ Negative developments in the cryptocurrency industry, including fraud, cybercrime or platform failures, may result in unfavor abl e publicity and could impact investor sentiment with respect to PubCo even if PubCo is not directly involved in any of the reported events. STRICTLY CONFIDENTIAL

22 RISK FACTORS RISKS RELATED TO THE BUSINESS COMBINATION ▪ The consummation of the Business Combination is subject to a number of factors, including the successful execution by the par tie s of a definitive business combination agreement. ▪ The consummation of the Business Combination is expected to be subject to a number of conditions and if those conditions are not satisfied or waived, any definitive agreement relating to the Business Combination may be terminated in accordance with its terms and the Business Combination may not be completed. ▪ The principal assets of PubCo following the Business Combination will be its Bitcoin holdings and cash and cash equivalents from the proceeds of the Busine ss Combination and the Private Offerings not invested in Bitcoin. Although PubCo is expected to have certain other operations, PubCo will depend on such retained cash and cash equivalents to pay its debts and other obligations. ▪ If the Business Combination is not approved and SBXD does not consummate another initial business combination by its deadline , t hen the ordinary shares of SBXD held by the Sponsor will become worthless and the expenses it has incurred will not be reimbursed. These interests may influence SBXD’s decision to pursue the Business Combination. ▪ Some of SBXD’s executive officers and directors may have conflicts of interest that may influence or have influenced them to sup port or approve the Business Combination without regard to your interests or in determining whether Parataxis Holdings is an appropriate target for SBXD’s initial business combination. In particular, SilverBox Securities, an af filiate of the Sponsor, is entitled to receive advisory fees upon consummation of the Business Combination. ▪ The benefits of the Business Combination may not be realized to the extent currently anticipated by SBXD or Parataxis Holding s, or at all. ▪ SBXD and Parataxis Holdings will incur significant transaction and transition costs in connection with the Business Combinati on, which could be higher than currently anticipated. ▪ The market price of PubCo’s common stock after the Business Combination will be affected by factors different from those currently affecting the prices o f Class A ordinary shares of SBXD. ▪ The ability of public shareholders of SBXD to exercise redemption rights with respect to a large number of SBXD’s public shar es may reduce the amounts in SBXD’s trust account that would be available to PubCo after the Business Combination or may make it difficult to obtain or maintain the listing or trading of PubCo common stock on a major stock exchange, and consequently may not allow the parties to complete the Business Combination, or t o optimize PubCo's capital structure following the Business Combination. ▪ In the past year, there has been a precipitous drop in the market values of companies formed through mergers involving specia l p urpose acquisition companies. Securities of companies, such as PubCo , that formed through business combinations with special purpose acquisition companies, such as SBXD, may experience a material decline in price relative to th e share price of the special purpose acquisition companies prior to such business combinations. As a result, securities of companies, such as PubCo , may be more volatile than other securities and may involve special risks. ▪ Litigation relating to the Business Combination could result in an injunction preventing completion of the Business Combinati on, substantial costs to Parataxis, PubCo and SBXD, and/or may adversely affect PubCo’s business, financial condition or results of operations following the Business Combination. ▪ The trading price and volume of the PubCo Class A Stock may be volatile following the Business Combination and an active trading market may not develop, which may limi t your ability to sell PubCo securities. ▪ Volatility in the price of the PubCo Class A Stock could subject PubCo to securities class action litigation. ▪ After the Closing, PubCo stockholders may experience dilution in the future due to exercise of a significant number of existing warrants and any futur e issuances of equity securities in PubCo . ▪ PubCo will have a dual - class multiple voting common stock structure, and it cannot be predicted the effect this structure of the PubCo common stock may have on the market price of the PubCo Class A Stock. ▪ The issuances of additional shares or convertible securities by PubCo , including additional shares of PubCo Class A stock under the equity line facility, may result in material dilution to future PubCo stockholders and have a negative impact on the market price of the PubCo Class A stock. and result in PubCo experiencing difficulty maintaining listing requirements. ▪ Investors in the Equity Offering will experience immediate and material dilution upon closing of the Business Combination as a r esult of the SBXD Class B ordinary shares held by the Sponsor, since the value of the SBXD Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of the PubCo Class A Stock at such time is substantially less than the price per share paid by investors in the Equity Offering. ▪ Future resales of PubCo Class A Stock after the consummation of the Business Combination may cause the market price of PubCo’s securities to drop significantly. ▪ Proceeds of the Equity Offering will be invested in Bitcoin immediately. The price of Bitcoin is volatile, and the investors in the Equity Offering could experience substantial losses related to their Bitcoin investments. STRICTLY CONFIDENTIAL

23 RISK FACTORS RISKS RELATED TO THE COMPANY’S AFFILIATIONS AND INVESTMENTS ▪ Conflicts of interest may arise from investment and transaction opportunities involving PubCo , the Company, its affiliates, and other investors and clients. ▪ The management of the Company may have competing time demands and business activities that could affect the management of the Co mpany. ▪ Stockholders must rely on management of the Company for all investment and management decisions, and the Company’s performanc e m ay be adversely affected by the loss or unavailability of key personnel. ▪ The Company’s lack of portfolio diversification means that poor performance by the portfolio company could severely impact to tal returns to investors. ▪ There can be no assurance that the Company will be able to consummate the proposed investment in the listed Korean company on th e terms contemplated, or at all. ▪ There can be no assurance that stockholders will receive distributions equal to their investment, and the investment is specu lat ive and may result in partial or total loss of capital. ▪ The Company’s potential investment in a single KOSDAQ - listed portfolio company involves a high degree of risk and may result in the loss of the entire investment. ▪ Investments in South Korean issuers subject the Company to unique legal, regulatory, political, currency, and economic risks spe cific to South Korea, including risks related to geopolitical tensions in the region. ▪ Adverse regulatory developments regarding digital assets in South Korea and similar regions could negatively impact the Compa ny’ s investments and strategy. ▪ The Company’s Korean target may be designated as an affiliated group under Korean law, in which case the group of companies w oul d be required to make certain disclosures and implement additional corporate governance requirements. ▪ Investments in Asian securities involve additional risks, such as political instability, economic volatility, and dependence on commodity prices and international trade flows. ▪ Portfolio companies of the Company may be subject to significant risks associated with digital assets, including price volati lit y, regulatory uncertainty, security breaches, and lack of a central marketplace. STRICTLY CONFIDENTIAL

THANK YOU STRICTLY CONFIDENTIAL

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Exhibit99.3

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Parataxis Holdings Investor Presentation Transcript – August 6, 2025

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Disclaimer

Welcome to today’s presentation announcing the business combination of Parataxis Holdings and SilverBox Corp IV. There is an investor presentation that was publicly filed by SilverBox Corp IV with the SEC that will accompany today’s discussion. Please refer to that as a guide for today’s presentation. In particular, investors are urged to read the disclaimers at the beginning of the investor presentation.

During this presentation, the parties will be making some forward-looking statements regarding future events and results. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. The information discussed today is qualified in its entirety by the Current Report Form 8-K that has been filed by SilverBox Corp IV and may be accessed on the SEC’s website, including the exhibits thereto. Investors are urged to read the Form 8-K carefully because it contains information about the proposed business combination.

Please note that today’s presentation is not an offering of securities or a solicitation of a proxy, consent or authorization or the solicitation of an offer to buy any securities pursuant to the proposed business combination or otherwise.

And now, I would like to introduce Joe Reece, Founding Partner of SilverBox Corp IV

Please go ahead.

JoeReece

Hello and welcome. My name is Joe Reece, I am one of the Founding Partners of SilverBox Capital and we are the sponsor of SilverBox Corp IV. I am excited to kick off this presentation. And I would like to thank you for taking the time to learn about what we at SilverBox believe is one of the most compelling investment opportunities in the digital asset and public markets landscape.

At SilverBox, we’ve reviewed hundreds of business models and management teams across sectors, including many potential opportunities in the alternative asset management sector. What we’re presenting today—our partnership with Parataxis Holdings—is truly unique. Let me be perfectly clear: This is not another “Bitcoin Treasury Trade.”

First of all, our long term investors have heard me say this repeatedly: we at SilverBox do not do “trades” – we look for compelling investment opportunities to invest in durable and sustainable companies. This is about bringing the next evolution of an asset management platform to the public markets. It was purpose-built as a response to the convergence of institutional capital and digital assets.

It’s a platform that combines permanent capital, institutional-grade execution, and jurisdictional advantages to create a NAV-accretive structure at scale. And most importantly, it’s led by a team of experienced professionals who grew up in the TradFi world, with a track record in generating alpha and managing assets for institutional investors and allocators in the digital world. They are operators with the right backgrounds, the right discipline, and most importantly, the right judgment to navigate this space not only effectively, but responsibly.

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Parataxis Holdings Investor Presentation Transcript – August 6, 2025

Let me tell you why I and we are excited about Ed Chin and the team that Ed’s built at Parataxis. First, Ed is a Wharton-educated, former investment banker trained at places like Credit Suisse, where we actually overlapped for several years, Ed is also a Korean-American who served in the United States Army, and someone who’s built deep, trust-based relationships across U.S. and Korean markets. That combination—deep financial experience, operational maturity, and cultural fluency—in our experience, is rare. And in the case of this strategy, it’s not just valuable, it’s essential.

The platform you’re about to hear about is anchored by three distinct pillars:

·	One,<br> a direct Bitcoin exposure through balance sheet allocation and capital raise proceeds;
·	Two,<br> a repeatable Bitcoin yield-generation strategy based on extensive funds management experience<br> and executed with institutional grade rigor and risk controls; and
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·	Three,<br> the ability to leverage a publicly listed vehicle to pursue special situation investment<br> opportunities, starting with this initial deal in South Korea to create the first-of-its-kind<br> BTC treasury strategy in a market that has incredibly attractive structural dynamics for<br> value creation.
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That initial deal in South Korea – Bridge Biotherapeutics, to be renamed Parataxis Korea shortly – which Ed will talk more about in this presentation - was announced in June and the stock price has increased significantly, serving as a validation for our thesis that South Korea is an attractive market to create and grow a BTC vehicle.

Let me take a moment to frame the transaction itself on page 6 of our presentation.

PAGE6

Through this business combination, we’re bringing Parataxis Holdings public via SilverBox Corp IV. As of this announcement, we have raised over $30 million of committed capital in equity, which will be immediately available to invest in BTC. With up to an incremental $209 million of cash in trust and a $400 million standby equity purchase facility, we are targeting up to approximately $640 million of gross proceeds to capitalize Parataxis Holdings as it executes its strategy. We also intend to raise more capital, potentially between now and the actual closing of this business combination and also potentially at the holding company level and at the Parataxis Korea level, although we can’t make any specific promises. Much will be determined based on market appetite and our willingness to accept more capital.

If you’ve been waiting for an institutional-grade, scalable, Bitcoin public equity story with real alpha generation — this is it.

Now, I’d like to hand this over to my partner Ed Chin to walk you through the opportunity.

EdChin

Thanks, Joe.

I’m Ed Chin, Founder and CEO of Parataxis Holdings. I want to take a few minutes to ground you in what we’re building, why we believe it matters, and why now is the moment to do it.

My own background spans traditional finance and public service. Before I started my TradFi career at Lehman Brothers, I served in the US Army and was stationed in South Korea while also continuing my education as a Fulbright Scholar at a local Korean university. After spending some time as an investment banker including a number of years specifically in the digital asset sector, I co-founded Parataxis Capital Management, or PCM, in 2019 based on a strong conviction that the digital asset sector would grow to become a large alternative asset class, but also understanding that institutional investors looking to gain exposure to the asset class would want to do so in a risk-managed way.

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Parataxis Holdings Investor Presentation Transcript – August 6, 2025

And that’s what PCM has built over the last six years – PCM was one of the first digital asset native investment managers to receive an allocation from US public pension funds and now has over $100 million in AUM. Given our ongoing dialogue with institutional allocators, deep understanding of how digital asset markets behave, and the ability to see where the next opportunities are forming, we believe that this opportunity is a natural extension of what PCM has been doing – that is, continuing to help institutional investors gain access to the digital asset space with real operational discipline, and a strong risk management overlay.

What we are presenting to you today is not a quick response to a recently announced deal. We have been laying the groundwork for more than a year and what we are aiming to build is something that is durable and what we hope will be leading the charge of institutionalizing the digital asset sector.

At Parataxis Holdings, we are building an asset management platform designed for where the market is headed. Having Bitcoin on balance sheet and deploying a BTC treasury strategy is table stakes.

What we are doing is much more than simply buying Bitcoin and holding it on the books in the hope that the price goes up. Instead, we are building a platform.

There are similarities to what we are doing with companies like Strategy and Metaplanet, which have been highly successful. But more than those examples, our business is an evolution of that model. Where Metaplanet was a BTC-only play built on top of a hotel business, we’re building an asset management platform. Where others are only focused on HODLing, we’re aiming to generate real BTC-on-BTC yield. While the broader market is largely reliant on sentiment and upward price action, we’re creating structural NAV and AUM growth.

We’ve also demonstrated proof of concept in our first Korean transaction.

The reason we can do this is because of our team: deeply experienced in TradFi, proven in digital asset markets, and operationally mature enough to navigate this as fiduciaries.

PAGE7

I’d like to highlight the backgrounds of two of my partners who’ve been critical to building this platform with me over the last several years.

AndrewKim is a portfolio manager at PCM and incoming CEO of Parataxis Korea. We met over 12 years ago, while working at Credit Suisse. Since then and prior to joining us at PCM, Andrew spent time working at Ares, where he worked on complex financings across credit and equity and also worked as an investor for a family office. He’s fluent in both the language and market structure in Korea and has been instrumental in sourcing and executing our first transaction there, which is why he is going to transition as the CEO of Parataxis Korea.

ThejasNalval, or TJ, is my co-founder and Chief Investment Officer at PCM. He began his career at Goldman Sachs on the program trading desk and has managed various multi-strategy digital asset hedge funds for several years. He oversees all of our yield strategies and portfolio risk, and designed the Bitcoin-on-Bitcoin yield engine that sits at the heart of our treasury model.

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Parataxis Holdings Investor Presentation Transcript – August 6, 2025

Together, we’ve built and managed a platform that combines institutional discipline with digital asset native execution. We’ve navigated through multiple market cycles without compromising investor capital, counterparties, or controls.

Finally, I want to say a word about our partners at SilverBox.

From day one, Joe and the SilverBox team have understood exactly what we’re trying to build — not just a Bitcoin vehicle, but a public platform for institutional-grade digital asset exposure and alpha generation. They bring deep expertise in capital markets, public company governance, and long-term value creation. What makes this partnership work is that we’re aligned not just on economics, but on values. We both believe that the next generation of digital asset platforms must operate with real transparency, credibility, and institutional operational risk management.

Now that you’ve seen who’s behind the strategy, let’s look at how we’re applying it — starting with Korea, on slide 8.

PAGE8

This page captures the three pillars of our strategy — and how we’re executing them in ways we believe are unmatched in the public markets today.

First,Parataxis Korea. We believe Korea represents the next frontier for listed BTC and other digital asset exposure. We’re not just taking a passive stake — we’re acquiring a control position in a listed vehicle, injecting capital to purchase BTC, and driving re-ratings through real balance sheet transformation. The market has already responded. Our first Korean transaction was announced recently, and the stock price is now up significantly compared to our investment basis. That’s a clear proof point on our ability to execute in Korea and the receptivity that the market has to our strategy.

Second,our enhanced BTC treasury yield generation strategy. Most public BTC treasuries stop at accumulation. We go further. We apply a disciplined, options-based yield program that we’ve been running for years inside our funds. We are targeting a modest level of BTC yield annually, without taking directional views on the market or introducing risk through counterparty complexity. This allows us to compound our BTC position organically over time —we believe that kind of real BTC-on-BTC yield should be the defining metric for institutional treasury strategies going forward and we expect to deliver investors with a market leading metric relying on active execution of market neutral investment strategies, not solely capital raising or other financing activities.

Third,special situation investments. We’re not limited to Korea or even to BTC. We have a track record of being able to capitalize on digital asset market dislocations and source proprietary investment opportunities. With our permanent capital base, public listing and the ability to create fund vehicles, we believe we will be well positioned to continue to source and execute attractive proprietary digital asset investment opportunities with high upside convexity into the future.

Each of these three legs — Parataxis Korea, organic BTC yield generation, and special situations — work independently, but together they reinforce our singular goal as an asset manager: that is to deliver best-in-class NAV-accretive growth with institutional discipline and repeatable execution.

Let’s walk through the structure of our platform and how value flows through it on the next slide, slide 9.

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Parataxis Holdings Investor Presentation Transcript – August 6, 2025

PAGE9

At the center is Parataxis Holdings, which is the entity that will merge with SilverBox IV and will be the publicly listed entity in the U.S. Parataxis Holdings will own Bitcoin directly on its balance sheet and captures exposure to our fund vehicles and operating partnerships. It’s a top-level entity through which public investors access the entire strategy.

We have taken our highly attractive Parataxis Korea strategy from Parataxis Capital Management, our affiliated asset management business, and contributed it to Parataxis Holdings. We also maintain a right of first refusal to acquire PCM. We believe there is a strong rationale for PCM and Parataxis Holdings to be under common ownership, but for a number of reasons, the primary one being speed to market, we have elected to pursue the go-public transaction and the related capital raise specifically at the Parataxis Holdings level with an initial focus on Parataxis Korea. In the meantime, PCM will be an important strategic and operational partner – with Parataxis Holdings having full access to PCM’s multi-strategy investment processes and operational risk management platform through an operational services agreement.

Below that, we have Parataxis Korea— this is what Bridge Biotherapeutics, a listed company in Korea will be renamed once that transaction is closed . We’ll walk through the specifics of that transaction in detail later in the presentation. Parataxis Korea will be investing in Bitcoin – so at Parataxis Holdings there are effectively two different layers of Bitcoin exposure – the first is domestic, at the corporate level at Parataxis Holdings, and the second is via our exposure in Parataxis Korea.

Finally, we expect to grow into special situation investments and new market entries over time — all managed and executed by the same centralized platform. These could be other publicly-listed vehicles or opportunistic investments that arise from market dislocations where we can leverage our relationships and expertise.

This structure gives us the flexibility to scale, the control to manage risk, and the institutional alignment to create long-term value.

Next, I’ll give some background on the PCM relationship — and why our experience at PCM makes us ideally positioned to execute on this strategy.

PAGE10

TJ and I founded PCM in 2019 with one goal: to bring institutional discipline to the digital asset markets. That meant building an investment platform from the ground up that would meet the standards of the largest and most sophisticated investors globally — public pensions, endowments, foundations and fund-of-funds — not just retail traders or crypto VCs.

Our team comes from traditional finance and we’ve married that with deep, battle-tested experience executing digital asset investment strategies for institutional allocators. We’ve managed capital through bull markets, drawdowns, exchange collapses, and periods of regulatory transition, without any counterparty failures or operational breaches. Our investment strategies and operational setup have been scrutinized by institutional allocators over the past 6 years and underwritten over that time period with large allocations of long-term capital.

Everything that we’ve developed — our custody framework, our treasury model, our internal compliance and controls — is what now powers Parataxis Holdings.

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Parataxis Holdings Investor Presentation Transcript – August 6, 2025

And this isn’t just a service provider relationship. PCM is economically aligned with shareholders. Our principals are long-term equity owners in Parataxis Holdings. That alignment is intentional. We want the people driving execution to be thinking about equity value — not just fund performance or management fees.

What we’ve built at PCM is rare in digital asset investment management. And now, it becomes the engine behind a public platform.

Let’s take a look at how we put that to work in our BTC treasury strategy.

PAGE11

What you’re looking at here is what we call the BTC Treasury Flywheel 2.0 — and this is a core differentiator of the Parataxis platform.

Here’s the idea: holding Bitcoin passively on your balance sheet is one thing. It gives you directional exposure. But what if you could grow that position — not by raising more capital, not by taking on leverage, but by generating organic returns on investment capital rather than simply having exposure to an underlying asset?

That’s what we do. And tying it back to the three pillars we mentioned earlier, we intend to generate returns by 1) Parataxis Korea, which includes both appreciation through direct, principal exposure as well as asset management fees, 2) generating BTC on BTC yield through the employment of low-vol, market-neutral strategies, , and 3) special situations investments.

We believe these 3 drivers will generate value in two different ways. One, the actual return on our invested capital. That increases NAV. Two, the returns generated on our capital base should put us in a position to be valued at a premium to NAV.

On the left, the “Flywheel 1.0” largely only works to the extent that market sentiment supports a premium to NAV for a basic HODL strategy.

On the right, we have multiple, independent levers through which we can generate value, even if the underlying price of BTC remains constant.

On the left, if the premium to NAV environment dissipates, the flywheel stops.

On the right, our ability to generate value does not dissipate should the market backdrop change. Our flywheel keeps going. The key metric that has emerged for BTC Treasury platforms is “BTC Yield", which measures the growth in Bitcoin holdings as a ratio to fully diluted shares outstanding. By having multiple levers to drive value creation at our disposal, we believe the platform can deliver performance through market cycles.

That is why we are different.

But what’s critical is that this is done with institutional control. We don’t lend out our Bitcoin. We have ISDAs in place with best-in-class counterparties to minimize counterparty risk. We manage this with custody, compliance, and execution discipline at every level.

Now let’s dive deeper into what we are doing in Korea, which is a big part of our differentiation and a key driver of uncorrelated value.

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Parataxis Holdings Investor Presentation Transcript – August 6, 2025

PAGE13

Let’s start by taking a closer look at the execution of our BTC treasury strategy in the Korean market— the launch of Parataxis Korea.

In June, we announced a Korean 25 billion won, or roughly $20 million US, investment into Bridge Biotherapeutics — a KOSDAQ-listed company. The first part of the transaction closed on June 30^th^ which was the initial purchase of primary shares. In a few weeks, there will be a formal shareholder vote to approve changes to the Board and management that will give us full control of the company to apply our institutional approach to executing a BTC treasury strategy.

Post-closing, the company will be renamed Parataxis Korea, and it will be our listed BTC vehicle in South Korea. More importantly, Parataxis Korea will be the first institutionally-backed listed BTC vehicle in a market that does not have a regulated alternative product for investors to gain exposure to digital assets.

The capital was structured through two sources:

·	Approximately<br> $16 million from our dedicated Korea Fund I, raised from outside LPs, from which Parataxis<br> Holdings has indirect economic exposure to given the 15% carry that would accrue to Parataxis<br> Holdings
·	And<br> $4 million directly from Parataxis Holdings’ balance sheet
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And the market’s response? It was swift and extremely positive: the stock price is up significantly, emphatically validating our thesis that the Korean retail and institutional market is hungry for this type of exposure — and more importantly, they believe in the credibility of our structure and execution plan.

But what’s important to stress here is: this was not easy.

Korea has a complex regulatory landscape and a unique cultural trading dynamic. Acquiring control of the right listed company, completing robust due diligence, aligning shareholder interests, clearing with the KRX, and getting capital in-market through cross-border legal and FX channels required a deep understanding of the local market, relationships across the proper legal, regulatory and financial channels, and utmost discipline in terms of execution.

This wasn’t a press release. It was a deal — negotiated, diligence over time, and thoughtfully capitalized to maximize value creation for our investors.

For the next slide, we will walk through why Korea is such a compelling place to execute our strategy.

PAGE14

First, the data is unambiguous: by volume, crypto is already the dominant asset class in Korea. If you look at the chart on the top, you’ll see that crypto trading volumes in KRW have consistently exceeded trading volumes on the Korean equity market. That’s not a projection — that’s the current reality.

In the middle and bottom of the page, you’ll see that Korea is one of the most active markets for global digital asset trading, as the Korean Won pair is one of the most heavily traded globally, even surpassing the US dollar pair.

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Parataxis Holdings Investor Presentation Transcript – August 6, 2025

These charts paint a very clear picture: retail investors in Korea are already deeply engaged with digital assets and there is strong demand for digital asset exposure. At the same time, there are very few pathways institutional investors have to gain exposure.

There’s no spot BTC ETF. There are no alternative proxies for getting exposure to BTC in listed form, like we have in the US through publicly traded miners. There are local digital asset exchanges through which one can purchase BTC but as in the US, public equities offer an easier path for investors to gain exposure through existing investment rails through brokerage accounts and wealth management platforms. In other words, what we are doing is meeting proven demand with a product – a publicly listed reference BTC vehicle.

PAGE15

On to the next page on slide 15, there are a lot of firms talking about the idea of bringing a BTC treasury strategy to international public markets. But when you get into the mechanics, the number of teams that can actually replicate what we’ve done here shrinks dramatically.

Let me walk you through why:

First,market access. I’ve developed and nurtured relationships in Korea over the past 20 years, having spent several years stationed there as a US Army Officer and working there as a Fulbright Scholar. Those relationships have been very important in helping us navigate and execute in the Korean market as a trusted partner. We’ve spent the last 12 months building our sourcing relationships in Korea — working directly with local investment banks, law firms, and listed company insiders. That’s not something you can spin up overnight. Our team speaks the language, understands the regulatory nuance, and has built trust in a market where foreign investors are often viewed cautiously.

Second,diligence and structuring. We didn’t just announce a letter of intent with the first available listed shell. We ran a full diligence process to select Bridge Biotherapeutics and then to fully understand the business. We brought in leading Korean law firm Shin & Kim as local legal counsel, Deloitte to lead financial diligence, and structured the transaction to deliver real control — not just minority equity. That includes board seats, cash control, and clearly defined governance rights. And we got it done under Korean disclosure rules and capital markets scrutiny.

Third,timing and execution readiness. We weren’t opportunistic. We were early. We began this process before Metaplanet ever broke out. And we didn’t wait for regulation to become convenient — we built in compliance from day one. We now have the first-mover advantage — and a working template that we can deploy faster than anyone else.

Andlastly, operational integrity. This is not a fly-in team trying to play an arbitrage. We’re an operator-led platform with an established track record in managing institutional capital and highly specialized operational risk management procedures applied to a nascent and complex asset class. We know how to underwrite risk, manage compliance, and scale responsibly.

This isn’t just a good idea. It’s a good idea that we’ve actually done — in a market that rewards execution and institutional credibility. Let’s go to the next page.

PAGE16

Let’s talk about Metaplanet — and how it frames the opportunity we’ve executed against in Korea.

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Parataxis Holdings Investor Presentation Transcript – August 6, 2025

Metaplanet, as many of you know, is a Japanese-listed company that pivoted into a Bitcoin balance sheet strategy in 2024. And the results have been stunning:

·	The<br>stock has appreciated more than 70x since the announcement
·	Market<br> cap has grown by over 32,000%
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·	And<br> today, Metaplanet holds more than 8,800 BTC — the largest BTC balance sheet in Asia
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They proved that in the right structure, with the right retail market dynamic, Bitcoin can become a strategic balance sheet asset that drives massive equity rerating. That’s the playbook.

But here’s the key point: we’re not just copying that model — we’ve learned from it and we’re improving it.

Where Metaplanet started as a passive BTC holder, we’re going a step further. We’ve taken majority control of our listed vehicle. We’ve embedded clear governance, and we’re layering in a BTC-on-BTC yield strategy that compounds treasury value over time. That’s a fundamental enhancement — we’re not just holding BTC, we’re growing it organically.

On the next page, we will walk through our yield strategy.

PAGE17

Most Bitcoin treasury companies are focused on using leverage or hoping for a premium to NAV valuation to drive value. We are doing something different.

At Parataxis, we generate yield on our Bitcoin through a conservative, repeatable strategy that involves trading volatility.

Here’s how it works: we sell fully collateralized options — primarily covered calls and cash-secured puts — on our BTC holdings. With this strategy we believe we can generate an attractive level of BTC-denominated yield, and we believe we can do that with no leverage, no rehypothecation of our BTC holdings, and without taking counterparty risk by playing the funding trade through offshore, unregulated exchanges.

We manage all of this through 3^rd^-party, qualified custodians and independently administered infrastructure – that is processes and counterparties that we have been using and improving on over the last 6 years and through multiple market cycles. That matters because this is about more than just returns — it’s about trust, transparency and operational risk management.

What makes this strategy special is that it compounds our Bitcoin position without sacrificing directional exposure. That means every turn of the treasury cycle, we’re accumulating more BTC organically — not just hoping for price appreciation, but engineering growth internally.

PAGE18

On the previous page we described the engine — and this slide shows the impact.

On the left, you’ll see how our strategy impacts NAV accretion. The math here is illustrative, but you will note that as an example, we have the potential to generate approximately 3 times the yield generation of “passive” BTC treasury companies.

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Parataxis Holdings Investor Presentation Transcript – August 6, 2025

This is before accounting for the potential value accretion from Parataxis Korea and other potential platform investments.

This is important because as you see on the right side, we show the link between return on assets and valuation multiples — something every financial investor understands. Companies that can sustainably generate higher returns on their assets tend to trade at higher price-to-book values.

And that’s what we are aiming to build – a strategic platform built to generate superior return on capital.

So to summarize where we are:

·	We’ve<br> launched our first public vehicle in Korea, which has been met with proven investor demand<br> in the market
·	We’ve<br> activated a BTC treasury strategy that compounds value organically
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·	With<br> this deal we will have a publicly listed platform in the U.S. to potentially replicate what<br> we’ve done in Korea
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Between now and the closing of this transaction, we won’t be standing still. We expect to make continued progress on our Parataxis Korea strategy, and we will keep you updated as we execute our strategy and continue to build near term NAV for the benefit of our shareholders.

Now, I’ll hand it back to Joe to walk you through the deal structure and how investors can participate. Joe?

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Thanks Ed. Let’s quickly walk through the transaction structure.

We’re raising equity through a combination of PIPE and SPAC trust proceeds. The pre-money valuation for Parataxis Holdings is $100 million at $10.00 per share.

The raise will support two primary use cases:

1.	BTC<br> purchases on the corporate balance sheet
2.	General<br> working capital to scale the platform
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We’ve designed the structure to be one that is straightforward and creates strong alignment between founders, PIPE investors, and long-term shareholders.

The Equity Offering, which has been funded concurrently with the execution of the BCA, is funded at the Parataxis Holdings level, and will be converted into common equity of the combined business at a ratio of 1.3 to one. We are excited about securing capital from a group of high-quality institutional investors who are excited to join us in this journey with Parataxis.

In summary, post-close, and assuming no redemptions, we expect Parataxis Holdings to have:

·	$640<br> million in deployable capital
·	Significant<br> BTC on balance sheet and
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·	Economic<br> exposure to our Korea platform, Parataxis Korea
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Parataxis Holdings Investor Presentation Transcript – August 6, 2025

We’ve modeled NAV accretion across multiple scenarios — driven by BTC yield, Korea vehicle performance, and the premium to NAV dynamic. This capital structure is clean, flexible, and built to support scaling. We believe the investor reception for Parataxis Korea provides validation for our thesis, and we are excited to build on that momentum that we are seeing in the Korean market.

I would like to leave you with this:

Parataxis is not just a way to hold Bitcoin — it’s a way to own the future of digital asset capital formation and management. It combines BTC exposure, real BTC-on-BTC yield, and a controlling stake in what we think will become the leading BTC treasury company in South Korea, an underpenetrated market. All of it within an institutional, transparent, public company structure.

We firmly believe this is a ground floor opportunity to invest in a platform that can define the next decade of digital public markets — and we’re incredibly proud to be working with Ed and to be standing behind this investment opportunity.

I would like to thank you for your time and your potential interest in being our partner – and we look forward to what comes next. Thank you

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