Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (as it may be amended, restated or otherwise modified from time to time, this “Agreement”), dated as of May 27, 2026, is entered into by and among Translational Development Acquisition Corp., a Cayman Islands exempted company with limited liability (“TDAC”), Prologium Holding Inc., a Cayman Islands exempted company with limited liability (the “Company”), PLG Merger Sub 1, a Cayman Islands exempted company with limited liability and a wholly-owned direct Subsidiary of the Company (“Merger Sub 1”), and PLG Merger Sub 2, a Cayman Islands exempted company with limited liability and a wholly-owned direct Subsidiary of the Company (“Merger Sub 2” and, together with Merger Sub 1, the “Acquisition Entities”). TDAC, the Company, Merger Sub 1 and Merger Sub 2 are referred to herein as the “Parties.”

RECITALS

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

WHEREAS, each of Merger Sub 1 and Merger Sub 2 is a newly formed entity wholly-owned by the Company and formed for the purpose of consummating the transactions contemplated by this Agreement and the Ancillary Agreements (the “Transactions”);

WHEREAS, on the Closing Date, the Company shall adopt the amended and restated memorandum and articles of association of the Company in substantially the form attached hereto as Annex A (with such changes as may be agreed in writing by TDAC and the Company, the “Listing A&R AoA”), which shall become effective upon the Closing and implement the Recapitalization;

WHEREAS, immediately following the Recapitalization, upon the terms and subject to the conditions of this Agreement, (i) at the First Merger Effective Time, Merger Sub 1 shall be merged with and into TDAC, whereupon the separate corporate existence of Merger Sub 1 shall cease and TDAC shall be the surviving company and continue its existence under the Companies Act (As Revised) of the Cayman Islands (the “Cayman Islands Companies Act”) as a wholly-owned Subsidiary of the Company; and (ii) immediately after the consummation of the First Merger, at the Second Merger Effective Time, TDAC (as the surviving company of the First Merger) shall be merged with and into Merger Sub 2, whereupon the separate corporate existence of TDAC shall cease and Merger Sub 2 shall be the surviving company and continue its existence under the Cayman Islands Companies Act as a wholly-owned Subsidiary of the Company;

WHEREAS, the respective boards of directors of TDAC, the Company and each of the Acquisition Entities have approved and declared advisable the transactions contemplated by this Agreement, the First Plan of Merger and the Second Plan of Merger (including, as applicable, the Mergers and the issuance of Company Class A Ordinary Shares in connection with the First Merger), upon the terms and subject to the conditions of this Agreement, the First Plan of Merger and the Second Plan of Merger and in accordance with the Cayman Islands Companies Act, as applicable;

WHEREAS, prior to the Mergers, TDAC will provide an opportunity to its shareholders to have their issued and outstanding TDAC Class A Ordinary Shares redeemed on the terms and subject to the conditions set forth in the Amended and Restated Memorandum and Articles of Association of TDAC, adopted by special resolution dated December 20, 2024 and effective on and from December 20, 2024 (as may be amended, restated or otherwise modified from time to time, the “TDAC Governing Document”), in connection with the Transactions;

WHEREAS, concurrently with the execution and delivery of this Agreement, and as an inducement to TDAC’s willingness to enter into this Agreement, certain Company Shareholders have entered into a Voting Agreement with TDAC substantially in the form attached as Annex B hereto (the “Voting Agreement”);

WHEREAS, following the effectiveness of the Registration Statement, the Company will obtain the approval of this Agreement and the Ancillary Agreements by Company Shareholders pursuant to the requisite approvals under the Company Existing AoA (the “Company Shareholder Approval”), and deliver a copy of the Company Shareholder Approval to TDAC;

WHEREAS, concurrently with the execution and delivery of this Agreement, TDAC, the Company and Sponsor have entered into a Sponsor Letter Agreement substantially in the form attached as Annex C hereto (the “Sponsor Letter Agreement”);

WHEREAS, concurrently with the consummation of the transactions contemplated by this Agreement, the Company, the Sponsor, certain Company Shareholders, and certain of their respective Affiliates, as applicable, shall enter into a Registration Rights Agreement substantially in the form attached as Annex D hereto (the “Registration Rights Agreement”);

WHEREAS, prior to or concurrently with the consummation of the transactions contemplated by this Agreement, the Company and certain Company Shareholders will enter into a Lock-Up Agreement substantially in the form attached as Annex E hereto (the “Lock-Up Agreement”);

WHEREAS, upon the terms and subject to the conditions set forth herein, prior to the First Merger Effective Time, TDAC and the Company shall consummate the PIPE Investment pursuant to and in accordance with the terms of the applicable Subscription Agreements; and

WHEREAS, for U.S. federal income Tax purposes, the parties intend that the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the Treasury Regulations promulgated thereunder, and this Agreement is intended to be and is adopted as a “plan of reorganization” within the meaning of Sections 354 and 361 of the Code.

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

ARTICLE 1
Certain Definitions

Section 1.01. Definitions. As used herein, the following terms shall have the following meanings:

“Acquisition Entities” has the meaning given to such term in the preamble hereto.

“Acquisition Transaction” has the meaning given to such term in Section 9.09.

“Action” means any action, suit, investigation, litigation, claim (including any crossclaim or counterclaim), assessment, arbitration, charge or proceeding (including any civil, criminal, administrative, arbitral, investigative or appellate proceeding), in each case, that is by or before any Governmental Authority.

“Adjusted Option” has the meaning given to such term in Section 4.01(a).

“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, through one or more intermediaries or otherwise. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.

“Affiliate Transactions” has the meaning given to such term in Section 5.21.

“Affiliated Group” means a group of Persons that elects, is required to, or otherwise files a Tax Return or pays a Tax as an affiliated group, consolidated group, combined group, unitary group, or other group recognized by Applicable Law in respect of Tax.

“Aggregate Company Shares” means the aggregate number of Pre-Recapitalization Company Shares that are issued and outstanding immediately prior to the Recapitalization.

“Agreement” has the meaning given to such term in the preamble hereto.

“Ancillary Agreements” means the Voting Agreement, the Sponsor Letter Agreement, the Registration Rights Agreement, the Lock-Up Agreement and the other agreements, instruments and documents expressly contemplated hereby.

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act or any rules or regulations thereunder, the UK Bribery Act, any legislation implementing the Organization for Economic Cooperation and Development Convention on Combating Bribery of Foreign Pubic Officials in International Business Transactions, and all other Applicable Laws regarding anti-corruption and bribery or illegal payments or gratuities.

“Anti-Money Laundering Laws” has the meaning given to such term in Section 5.24(f).

“Antitrust Laws” means any federal, state, provincial, territorial and foreign statutes, rules, regulations, Governmental Orders, administrative and judicial doctrines and other Applicable Laws that are designed or intended to prohibit, restrict or regulate foreign investment or actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“Applicable Law” means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person.

“Audited IFRS Financial Statements” has the meaning given to such term in Section 5.07(a).

“Authorization Notice” has the meaning given to such term in Section 4.03(d).

“Available Cash” means, as of immediately prior to the Closing, an amount equal to the amount of cash available to be released from the Trust Account (after giving effect to all payments to be made as a result of the completion of all TDAC Share Redemptions).

“Bpifrance” means Bpifrance, a French public limited liability company (société anonyme) registered with the Créteil Trade and Companies Register under number 320 252 489.

“Business Combination” has the meaning given to such term in the TDAC Governing Document.

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

“Cayman Islands Companies Act” has the meaning given to such term in the recitals hereto.

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

“Change in No Shop” has the meaning given to such term in Section 9.09.

“Change in No Shop Notice” has the meaning given to such term in Section 9.09.

“Change of Control” means any of the following events: any transaction or series of transactions the result of which is: (i) the acquisition by any Person or “group” (as defined in the Exchange Act and rules and regulations thereunder) of Persons of direct or indirect beneficial ownership of securities representing 50% or more of the combined voting power of then outstanding securities of the Company; (ii) a merger, consolidation, reorganization or other business combination, however effected, resulting in any Person or “group” (as defined in the Exchange Act and rules and regulations thereunder) acquiring at least 50% of the combined voting power of then outstanding securities of the Company or the surviving Person outstanding immediately after such combination; or (iii) a sale of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole.

“Closing” has the meaning given to such term in Section 3.09.

“Closing Date” has the meaning given to such term in Section 3.09.

“Closing Press Release” has the meaning given to such term in Section 9.08.

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

“Collaboration Contracts” means any Contract entered into by the Company and/or its Subsidiaries to implement collaboration in relation to the development or application of solid-state battery technology.

“Company” has the meaning given to such term in the preamble hereto.

“Company Benefit Plan” has the meaning given to such term in Section 5.15(a).

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

“Company Class A Ordinary Shares” means the Class A ordinary shares of the Company, par value $0.0001 per share, as further described in the Listing A&R AoA.

“Company Class B Ordinary Shares” means the Class B ordinary shares of the Company, par value $0.0001 per share, as further described in the Listing A&R AoA.

“Company Class C Ordinary Shares” means the Class C ordinary shares of the Company, par value $0.0001 per share, as further described in the Listing A&R AoA.

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

“Company Cure Period” has the meaning given to such term in Section 11.01(d).

“Company Disclosure Schedule” means the confidential disclosure schedule delivered by the Company to TDAC concurrently with the execution and delivery of this Agreement.

“Company Equity Incentive Plan” means the amended employee stock plan of the Company, adopted by the resolutions of the Company’s Board of Directors on May 24, 2019, and any new employee incentive plan approved by the Company’s Board of Directors from time to time in accordance with the Company’s Existing AoA, Listing A&R AoA and other organizational documents.

“Company Exchange Shares” has the meaning given to such term in Section 3.06(a)(i).

“Company Exchange Warrants” has the meaning given to such term in Section 3.06(a)(iii).

“Company Existing AoA” has the meaning given to such term in Section 5.01.

“Company Founder Warrants” means each outstanding and unexercised warrant issued to the Founder Party prior to the First Merger Effective Time pursuant to that certain Series B Preferred Shares Purchase Agreement dated September 25, 2014 and that certain Series C Preferred Shares Purchase Agreement dated November 8, 2016.

“Company IT Systems” means any and all computers, hardware, software, servers, workstations, routers, hubs, switches, circuits, racks, PCs, laptops, terminals, networking or data communications lines and all other information technology equipment, including all documentation related to the foregoing, owned, licensed, leased, or otherwise used by the Company or any of its Subsidiaries.

“Company Material Adverse Effect” means any effect, development, event, occurrence, fact, condition, circumstance or change that, individually or in the aggregate, has had, or would reasonably be expected to have, (a) a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole, or (b) prevent the ability of the Company to consummate the Mergers; provided, however, that no effect, development, event, occurrence, fact, condition, circumstances or change, to the extent resulting from any of the following, individually or in the aggregate, shall be deemed to constitute a “Company Material Adverse Effect,” or be taken into account in determining whether a “Company Material Adverse Effect” has occurred or would reasonably be expected to occur: (i) any change in Applicable Laws or IFRS, or regulatory guidance, policies or interpretations thereof; (ii) any change in interest rates or economic, financial or market conditions generally; (iii) the announcement or the execution of this Agreement, the pendency or consummation of the Mergers and other transactions contemplated by this Agreement or the performance of this Agreement (or the obligations hereunder), including the impact thereof on relationships with partners, customers, suppliers or employees; provided that this clause (iii) shall not prevent a determination that a breach of any representation and warranty set forth herein which addresses the consequences of the execution and performance of this Agreement or the consummation of the Mergers and other transactions contemplated by this Agreement has resulted in or contributed to, or would reasonably be expected to result in or contribute to, a Company Material Adverse Effect; (iv) any change generally affecting any of the industries or markets in which the Company or any of its Subsidiaries operates; (v) any acts of war, sabotage, civil conflict, unrest or terrorism, changes in global, national, regional, state or local political, economic or social conditions, earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster or act of God, any epidemic or pandemic and any other force majeure event (natural or man-made), or any worsening of any of the foregoing; (vi) the compliance with the express terms of this Agreement, including any actions required to be taken, or required not to be taken, pursuant to the terms of this Agreement or otherwise taken at the prior written request of TDAC or omitted to be taken to the extent attributable to TDAC unreasonably withholding, delaying or conditioning its consent pursuant to Section 7.01; or (vii) in and of itself, the failure of the Company and its Subsidiaries, taken as a whole, to meet any projections, forecasts or budgets or estimates of revenues, earnings or other financial metrics for any period; provided that this clause (vii) shall not prevent a determination that any change or effect underlying such failure to meet projections, forecasts or budgets has resulted in or contributed to, or would reasonably be expected to result in or contribute to, a Company Material Adverse Effect, except in the case of clauses (i), (ii) and (iv), to the extent that any such effect, development, event, occurrence, fact, condition, circumstance or change has a disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other participants in the industry in which the Company and its Subsidiaries operate.

“Company Options” means each outstanding and unexercised option to purchase Company Common Shares issued pursuant to the Company Equity Incentive Plan, whether or not then vested or fully exercisable, granted prior to the First Merger Effective Time to any current or former Service Provider of the Company or any of its Subsidiaries.

“Company Ordinary Shares” means Company Class A Ordinary Shares, Company Class B Ordinary Shares and Company Class C Ordinary Shares.

“Company Permits” has the meaning given to such term in Section 5.11(b).

“Company Preferred Shares” means (i) the series A preferred shares of the Company, par value $0.0001 per share, (ii) the series B preferred shares of the Company, par value $0.0001 per share, (iii) the series C preferred shares of the Company, par value $0.0001 per share, (iv) the series D preferred shares of the Company, par value $0.0001 per share, (v) the series E preferred shares of the Company, par value $0.0001 per share, and (vi) the series E+ preferred shares of the Company, par value $0.0001 per share,.

“Company Request” has the meaning given to such term in Section 7.01.

“Company Shareholder Approval” has the meaning given to such term in the recitals hereto.

“Company Shareholders” means the holders of issued and outstanding Pre-Recapitalization Company Shares as of immediately prior to the Recapitalization.

“Company Transaction Expenses” means, without duplication, all fees, costs and expenses paid or payable by the Company or any of its Subsidiaries in connection with the negotiation, preparation and execution of this Agreement, the Ancillary Agreements, the performance and compliance with this Agreement and the Ancillary Agreements and conditions contained herein and therein to be performed or complied with, and the consummation of the Transactions, including (i) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks (including placement agents), data room administrators, attorneys, accountants and other advisors and service providers payable by the Company or any of its Subsidiaries that are incurred pursuant to the consummation of the Transactions, (ii) the filing fees incurred in connection with making any filings with Governmental Authorities under Section 9.01, (iii) the filing fees incurred in connection with filing the Registration Statement, the Proxy Statement or other Offer Documents under Section 9.04, (iv) all fees of the Nasdaq in connection with the application to list and the listing of the Company Class A Ordinary Shares and Company Warrants, and (v) any other fees, costs and expenses that are expressly allocated to the Company pursuant to this Agreement or any other Ancillary Agreements. For the avoidance of doubt, Company Transaction Expenses shall not include any TDAC Transaction Expenses or any TDAC Extension Expenses.

“Company Waiving Parties” has the meaning given to such term in Section 12.18.

“Company Warrants” means each warrant to purchase one (1) Company Class A Ordinary Share.

“Confidentiality Agreement” means that certain Confidentiality Agreement dated December 12, 2025 by and between TDAC and the Company.

“Consolidation Factor” means the quotient obtained from dividing (i) the Per Share Equity Value by (ii) the Reference Price.

“Contracts” means any contract, agreement, subcontract, lease, sublease, license, sublicense, conditional sales contract, purchase or service order, indenture, note, bond, loan, understanding, undertaking, commitment or other arrangement or instrument, including any exhibits, annexes, appendices and attachments thereto and any amendments, statements of work, modifications, supplements, extensions or renewals thereto, whether written or oral.

“Damages” means all fines, losses, damages, liabilities, penalties, judgments settlements, assessments and other reasonable costs and expenses (including reasonable legal, attorneys’ and other experts’ fees).

“Draft Unaudited IFRS Financial Statements” has the meaning given to such term in Section 5.07(a).

“Dunkirk Plant” means the gigafactory to be constructed by the Company’s Subsidiary in Dunkirk, France.

“Equity Security” means (i) any share capital, partnership interest, membership interest or unit, capital stock, equity interest, voting security or other ownership interest, (ii) any other interest or participation (including phantom units or interests) that confers on a Person the right to receive a unit of the profits and losses of, or distribution of assets of, the issuing entity (including any “profits interests”), (iii) any subscription, call, warrant, option, restricted share, restricted stock unit, stock appreciation right, performance unit, incentive unit or other commitment of any kind or character relating to, or entitling any Person to purchase or otherwise acquire, any of the foregoing and (iv) any security convertible into or exercisable or exchangeable for any of the foregoing.

“Equity Value” means $3,800,000,000.

“ERISA” has the meaning given to such term in Section 5.15(a).

“Exchange Act” has the meaning given to such term in Section 6.08(a).

“Exchange Agent” has the meaning given to such term in Section 4.04(a).

“First Merger” has the meaning given to such term in Section 3.01(a).

“First Merger Closing” has the meaning given to such term in Section 3.03.

“First Merger Effective Time” has the meaning given to such term in Section 3.03.

“First Merger Surviving Company” has the meaning given to such term in Section 3.01(b).

“First Plan of Merger” has the meaning given to such term in Section 3.03.

“Founder” means Yang, Szu-Nan.

“Founder Affiliate” means an Affiliate of the Founder.

“Founder Designees” has the meaning given to such term in Section 9.06.

“Founder IP Compensation Shares” has the meaning given to such term in Section 4.07(a).

“Founder Parties” means the Founder and New Zone Corporation.

“French Subsidy Contract” means that certain subsidy contract dated June 21, 2024 by and between the Company’s Subsidiary and Bpifrance (acting as an operator for the French State), as amended on June 21, 2024.

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

“Government Official” means any public or elected official or officer, employee (regardless of rank), or Person acting on behalf of a national, provincial, or local government, including a department, agency, instrumentality, state-owned or state-controlled company, public international organization (such as the United Nations or World Bank), or non-U.S. political party, non-U.S. party official or any candidate for political office. Officers, employees (regardless of rank), or Persons acting on behalf of an entity that is financed in large measure through public appropriations, is widely perceived to be performing government functions, or has its key officers and directors appointed by a government should also be considered “Government Officials.”

“Governmental Authority” means any supra-national, federal, regional, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, agency or instrumentality, court or tribunal, including any political subdivision thereof and any entity or enterprise owned or controlled thereby, or Nasdaq or any self-regulatory organization or arbitral body (public or private), or any public international organization.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, issued, promulgated, made or entered by or with any Governmental Authority.

“HKIAC” has the meaning given to such term in Section 12.08.

“IFRS” means the International Financial Reporting Standards as promulgated by the International Accounting Standards Board.

“Indebtedness” means, with respect to any Person, without duplication, any obligations, contingent or otherwise, in respect of (i) the principal of and premium (if any) in respect of all indebtedness for borrowed money, including accrued interest and any per diem interest accruals, (ii) the principal and interest components of capitalized lease obligations under IFRS, (iii) amounts drawn (including any accrued and unpaid interest) on letters of credit, bank guarantees, bankers’ acceptances and other similar instruments (solely to the extent such amounts have actually been drawn), (iv) the principal of and premium (if any) in respect of obligations evidenced by bonds, debentures, notes and similar instruments, (v) the termination value of interest rate protection agreements and currency obligation swaps, hedges or similar arrangements (without duplication of other indebtedness supported or guaranteed thereby), (vi) breakage costs, prepayment or early termination premiums, penalties, or other fees or expenses payable as a result of the consummation of the Transactions in respect of any of the items in the foregoing clauses (i) through (v), and (vii) all Indebtedness of another Person referred to in clauses (i) through (vi) above guaranteed directly or indirectly, jointly or severally.

“Intellectual Property” means any and all intellectual property and similar proprietary rights in any jurisdiction throughout the world, whether registered or unregistered, including any and all of the following: (i) patents and patent applications (together with any and all re-issuances, continuations, continuations-in-part, divisionals, revisions, provisionals, renewals, extensions and reexaminations of any of the foregoing); (ii) trademarks, service marks, trade dress, trade names, service names, brand names, certifications, corporate names, logos, social media identifiers and any and all other indications of origin, including all goodwill associated therewith; (iii) designs, copyrights, works of authorship, mask work rights and any and all renewals, extensions, reversions, restorations, derivative works and moral rights in connection with the foregoing, now or hereafter provided by Applicable Law, whether or not published and regardless of the medium of fixation or means of expression; (iv) Internet domain names and social media accounts; (v) trade secrets, know-how (including manufacturing and production processes and research and development information), and confidential and proprietary information, including processes, data, inventions, technical data, algorithms, formulae, procedures, protocols, techniques, results of experimentation and testing, and business information (including financial and marketing plans, customer and supplier lists, and pricing and cost information) (“Trade Secrets”); and (vi) rights in or to software.

“Intended Tax Treatment” has the meaning given to such term in Section 9.03(a).

“Interim IFRS Financial Statements” has the meaning given to such term in Section 9.04(e).

“Interim Period” has the meaning given to such term in Section 7.01.

“International Plan” means any Company Benefit Plan that is not a U.S. Plan.

“Labor Contract” has the meaning given to such term in Section 5.12(a)(v).

“Law” means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.

“Leakage” means, without duplication, to the extent paid or incurred after the date hereof and prior to the Closing Date, in each case, other than Permitted Leakage: (i) any dividend (whether in the form of cash or other property) or distribution declared, made or paid, by the Company or any Subsidiary of the Company to any Related Party; (ii) any repurchase or redemption of any Equity Securities of the Company or any Subsidiary of the Company, other than any such repurchase or redemption by any Subsidiary of the Company of any Equity Securities owned by the Company or any of its Subsidiaries; (iii) any waiver or release (A) in favor of any Related Party of any sum or obligation owing by any such Related Party to the Company or any of its Subsidiaries or (B) of any claims or rights of the Company or any of its Subsidiaries against any such Related Party, in each case, other than as expressly contemplated by this Agreement; (iv) any payments of any nature made to (or assets transferred to) any Related Party by the Company or any of its Subsidiaries; (v) any liabilities assumed or incurred for the benefit of any Related Party by the Company or any of its Subsidiaries, other than as expressly contemplated by this Agreement; (vi) the creation of any Lien over any asset of the Company or any of its Subsidiaries for the benefit of any Related Party (not including any benefit arising by virtue of the Related Party’s Equity Securities in the Company); (vii) any discharge or waiver by the Company or any of its Subsidiaries of any liability or obligation of any Related Party; or (viii) any agreement or arrangement made or entered into by the Company or any of its Subsidiaries to do or give effect to any matter referred to in clause (i) through clause (vii) above; provided, that any of the foregoing individually exceeds an amount of $1,000,000.

“Leased Real Property” means all real property and interests in real property leased, subleased or otherwise occupied or used but not owned by the Company or any of its Subsidiaries.

“Licensed Intellectual Property” means any and all Intellectual Property owned by a third party and licensed or sublicensed to either the Company or any of its Subsidiaries or for which the Company or any of its Subsidiaries has obtained a covenant not to be sued.

“Lien” means, with respect to any property or asset, any mortgage, deed of trust, pledge, hypothecation, encumbrance, license, security interest, covenant not to sue, option, right of first refusal, right of first offer, claim, restriction or other lien or similar adverse claim of any kind in respect of such property or asset.

“Listing A&R AoA” has the meaning given to such term in the recitals hereto.

“Lock-Up Agreement” has the meaning given to such term in the recitals hereto.

“Merger Sub 1” has the meaning given to such term in the preamble hereto.

“Merger Sub 2” has the meaning given to such term in the preamble hereto.

“Mergers” has the meaning given to such term in Section 3.07(a).

“Minimum Cash” means $250,000,000.

“Nasdaq” means The Nasdaq Stock Market.

“New Epoch” means New Epoch Capital LP, and does not, for the avoidance of doubt, include any Affiliate, member, partner, successor, transferee or assignee of such Shareholder, unless transferred pursuant to and in accordance with a Permitted Transfer.

“New Equity Incentive Plan” has the meaning given to such term in Section 7.06.

“New Horizon Shareholders” means each of New Horizon I Holding Company Limited and New Horizon II Holding Company Limited, and does not, for the avoidance of doubt, include any Affiliate, member, partner, successor, transferee or assignee of such Shareholder, unless transferred pursuant to and in accordance with a Permitted Transfer.

“Offer Documents” has the meaning given to such term in Section 9.04(c).

“Ordinary Course of Business” with respect to any Person means, at any given time, the ordinary and usual course of operations of the business thereof, consistent with past practice, subject to any reasonable changes required to address any then current facts and circumstances (including requirements to comply with Applicable Law or guidance of any Governmental Authority).

“Owned Intellectual Property” means any and all Intellectual Property owned (or purported by the Company or its Subsidiaries to be owned) by the Company or any of its Subsidiaries.

“Parties” has the meaning given to such term in the preamble hereto.

“Party Making Change” has the meaning given to such term in Section 9.09.

“Party Receiving Change” has the meaning given to such term in Section 9.09.

“PCAOB” means the U.S. Public Company Accounting Oversight Board.

“Per Share Equity Value” means the quotient obtained by dividing (i) the Equity Value by (ii) the Aggregate Company Shares.

“Permits” means all permits, licenses, certificates of authority, authorizations, approvals, registrations, clearances, orders, variances, exceptions or exemptions and other similar consents issued by or obtained from a Governmental Authority.

“Permitted Leakage” means (i) any repurchase or redemption of any Equity Securities of the Company or any of its Subsidiaries by the Company or any of its Subsidiaries, as applicable, in the Ordinary Course of Business in connection with the termination of employment of any employee of the Company or its Subsidiaries or as contemplated under this Agreement, (ii) any payment by the Company or any of its Subsidiaries to (or on behalf of, or for the benefit of) any Related Party in respect of salary, bonus or other compensation, director or manager fees, reimbursement or advancement of expenses, indemnification or other benefits due to such individual in their capacity as an employee, independent contractor or director of the Company or any of its Subsidiaries, together with any employer-paid portion of any employment or payroll Taxes related thereto, in each case, in the Ordinary Course of Business, (iii) any payments made by the Company or any of its Subsidiaries to a Related Party in the Ordinary Course of Business pursuant to any of the Affiliate Transactions, (iv) any Tax payable by the Company or any of its Subsidiaries as a result of any of clauses (i) through (iii) above, or (v) any payment undertaken by or at the written request or with the prior written consent of TDAC.

“Permitted Liens” means (i) statutory or common law mechanics, materialmen, warehousemen, landlords, carriers, repairmen and construction contractors and other similar Liens that arise in the Ordinary Course of Business and which are not yet due and payable or which are being contested in good faith through appropriate Actions, (ii) pledges or deposits incurred in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, (iii) Liens for Taxes not yet due and payable or which are being contested in good faith through appropriate Actions and with respect to which appropriate reserves have been made in accordance with IFRS, (iv) Liens on real property (including zoning, building, or other similar restrictions, variances, covenants, encumbrances, easements, covenants, rights of way and similar restrictions of record and irregularities in title) that do not, individually or in the aggregate, materially interfere with the ownership, operation, value, or present uses of such real property, (v) Liens that do not materially interfere with the present ownership, value or use of the assets of the Company or the rights of the Company under its licenses or leases, individually or in the aggregate, (vi) non-exclusive licenses, covenants not to sue or similar use rights with respect to Intellectual Property, (vii) Liens securing obligations under capital leases, purchase money Indebtedness or other similar financing arrangements entered into in the Ordinary Course of Business, and (viii) any Liens arising in the ordinary course of banking by operation of law (including rights of set-off) or pursuant to the standard terms and conditions of any bank.

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

“PIPE Investment” has the meaning given to such term in Section 9.12.

“PIPE Investor(s)” has the meaning given to such term in Section 9.12.

“PIPE Shares” has the meaning given to such term in Section 9.12.

“Post-Closing Board” has the meaning given to such term in Section 9.06.

“Pre-Closing TDAC Holders” means the Members (as defined in the TDAC Governing Document) of TDAC at any time prior to the First Merger Effective Time.

“Pre-Recapitalization Company Shares” means the Company Common Shares and the Company Preferred Shares.

“Prospectus” has the meaning given to such term in Section 7.04.

“Proxy Statement” has the meaning given to such term in Section 9.04(a).

“Recapitalization” has the meaning given to such term in Section 2.01.

“Reference Price” means $10.00 per share.

“Registered Intellectual Property” has the meaning given to such term in Section 5.13(a).

“Registration Rights Agreement” has the meaning given to such term in the recitals hereto.

“Registration Statement” means the Registration Statement on Form F-4, or other appropriate form determined by the Parties, including any pre-effective or post-effective amendments or supplements thereto, to be filed with the SEC by the Company under the Securities Act with respect to Company Class A Ordinary Shares and other securities of the Company to be issued pursuant to this Agreement.

“Related Party” has the meaning given to such term in Section 5.21.

“Representatives” means, collectively, with respect to any Person, such Person’s officers, directors, Affiliates, employees, agents or advisors, including any investment banker, broker, attorney, accountant, consultant or other authorized representative of such Person.

“Sanctions” has the meaning given to such term in Section 5.24(e).

“SBCVC Shareholder” means SBCVC FUND IV, L.P.

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

“SEC Documents” has the meaning given to such term in Section 6.08(a).

“Second Merger” has the meaning given to such term in Section 3.07(a).

“Second Merger Closing” has the meaning given to such term in Section 3.09.

“Second Merger Effective Time” has the meaning given to such term in Section 3.09.

“Second Merger Surviving Company” has the meaning given to such term in Section 3.07(b).

“Second Plan of Merger” has the meaning given to such term in Section 3.09.

“Section 16” has the meaning given to such term in Section 8.02.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Securities Laws” means, collectively, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), the Securities Act, the Exchange Act, the rules and regulations of the SEC, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Sarbanes-Oxley) promulgated or approved by the PCAOB and the rules of the Nasdaq.

“Service Provider” means, as of any relevant time, any director, officer, employee or individual independent contractor of the Company or any of its Subsidiaries.

“Share Consolidation” has the meaning given to such term in Section 2.01.

“Significant Contract” has the meaning given to such term in Section 5.12(a).

“Sponsor” means TDAC Partners LLC, a Delaware limited liability company.

“Sponsor Letter Agreement” has the meaning given to such term in the recitals hereto.

“Subscription Agreement(s)” has the meaning given to such term in Section 9.12(a).

“Subsidiary” means, with respect to a specified Person, a corporation or other entity (i) of which 50% or more of the voting power of the Equity Securities is owned, directly or indirectly, or held through contractual arrangement, by such specified Person or (ii) of which such specified Person has the power to cast a majority of votes at meetings of the board of directors, or an equivalent governing body.

“Surviving Provisions” has the meaning given to such term in Section 11.02.

“Tax” means all federal, state, local, or foreign taxes, fees or levies imposed by a Governmental Authority (including income, profits, franchise, alternative minimum, gross receipts, sales, use, customs duties, value added, ad valorem, escheat, transfer, real property, personal property, stamp, capital stock, excise, premium, social security, payroll, occupation, employment, unemployment, severance, disability, registration, license, withholding and estimated tax), and any interest, penalty, or addition with respect thereto.

“Tax Grant” means any Tax exemption, Tax holiday, reduced Tax rate or other Tax benefit granted by a Taxing Authority with respect to the Company or any of its Subsidiaries that is not generally available without specific application therefor.

“Tax Return” means any return, report, schedule, form, statement, declaration, or document (including any refund claim, information statement, or amendment) filed or required to be filed with or submitted to a Governmental Authority in connection with the determination, assessment, collection or payment of any Tax.

“Tax Sharing Agreement” means any agreement or arrangement (including any provision of a Contract) pursuant to which the Company or any of its Subsidiaries is or may be obligated to indemnify any Person for, or otherwise pay, any Tax of or imposed on another Person, or indemnify, or pay over to, any other Person any amount determined by reference to actual or deemed Tax benefits, Tax assets, or Tax savings.

“Taxing Authority” means the Internal Revenue Service and any other Governmental Authority responsible for the administration, imposition, regulation, enforcement, assessment, determination or collection of any Tax.

“TDAC” has the meaning given to such term in the preamble hereto.

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

“TDAC Board Recommendation” has the meaning given to such term in Section 6.02(c).

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

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

“TDAC Cure Period” has the meaning given to such term in Section 11.01(e).

“TDAC Designee” has the meaning given to such term in Section 9.06.

“TDAC Disclosure Schedule” means the confidential disclosure schedule delivered by TDAC to the Company concurrently with the execution and delivery of this Agreement.

“TDAC Dissenting Shareholders” has the meaning given to such term in Section 4.03(a).

“TDAC Dissenting Shares” has the meaning given to such term in Section 4.03(a).

“TDAC Extension” has the meaning given to such term in Section 8.09.

“TDAC Extension Expenses” has the meaning given to such term in Section 8.09.

“TDAC Extraordinary General Meeting” has the meaning given to such term in Section 9.05(a).

“TDAC Governing Document” has the meaning given to such term in the recitals hereto.

“TDAC Material Adverse Effect” means any effect, development, event, occurrence, fact, condition, circumstance or change, including failure of TDAC Extension, that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on the ability of TDAC to timely consummate the Closing (including the Mergers) on the terms set forth herein or to perform their agreements or covenants hereunder.

“TDAC Material Contract” has the meaning given to such term in Section 6.14.

“TDAC Ordinary Shares” means TDAC Class A Ordinary Shares and TDAC Class B Ordinary Shares.

“TDAC Share Redemption” means the election of an eligible (as determined in accordance with the TDAC Governing Document) Pre-Closing TDAC Holder to exercise its TDAC Shareholder Redemption Right in connection with the consummation of the Transactions.

“TDAC Shareholder Approval” means the approval of the Transaction Proposals (other than the Transaction Proposal contemplated by clause (v) of the definition thereof), in each case, by at least two-thirds of votes cast by the holders of TDAC Ordinary Shares at the TDAC Extraordinary General Meeting, or such other standard as may be applicable to a specific Transaction Proposal, in accordance with the Proxy Statement and the TDAC Governing Document.

“TDAC Shareholder Redemption Right” means the right to elect an IPO Redemption, as such term is defined in Section 49.5 of the TDAC Governing Document.

“TDAC Shareholders” means the holders of issued and outstanding TDAC Ordinary Shares.

“TDAC Transaction Expenses” means, without duplication, all fees, costs and expenses paid or payable by TDAC in connection with (x) the negotiation and preparation of any alternative Business Combination transactions and (y) the negotiation, preparation and execution of this Agreement, the Ancillary Agreements, the performance and compliance with this Agreement and the Ancillary Agreements and conditions contained herein and therein to be performed or complied with, and the consummation of the Transactions, in each case, including (i) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks (including placement agents), data room administrators, attorneys, accountants and other advisors and service providers (including any deferred underwriting commissions) payable by TDAC, (ii) the filing fees incurred in connection with making any filings with Governmental Authorities under Section 9.01, (iii) the filing fees incurred in connection with filing the Registration Statement, the Proxy Statement or other Offer Documents under Section 9.04, and (iv) all fees of the Nasdaq in connection with the application to list and the listing of the Company Class A Ordinary Shares and Company Warrants, and (v) any other fees, costs and expenses that are expressly allocated to TDAC pursuant to this Agreement or any other Ancillary Agreements; provided, that it shall not include any Company Transaction Expenses and shall include any TDAC Extension Expenses.

“TDAC Units” means the units issued in TDAC’s initial public offering, each consisting of one (1) TDAC Class A Ordinary Share and one-half (1/2) of a TDAC Warrant.

“TDAC Waiving Parties” has the meaning given to such term in Section 12.19.

“TDAC Warrants” means the warrants to purchase TDAC Class A Ordinary Shares.

“Terminating Company Breach” has the meaning given to such term in Section 11.01(d).

“Terminating TDAC Breach” has the meaning given to such term in Section 11.01(e).

“Termination Date” has the meaning given to such term in Section 11.01(b).

“Top 5 Customers” means the five (5) most significant customers of the Company, together with its Subsidiaries, as measured by amounts of revenue recognized by the Company and its Subsidiaries for the 12-month period ended December 31, 2025.

“Top 5 Vendors” means the five (5) most significant vendors of the Company, together with its Subsidiaries, as measured by amounts of cost and expenses recognized by the Company and its Subsidiaries for the 12-month period ended December 31, 2025.

“Trading Day” means any day on which the Company Class A Ordinary Shares are actually traded on the principal securities exchange or securities market on which Company Class A Ordinary Shares are then traded.

“Transaction Proposals” has the meaning given to such term in Section 9.05(a).

“Transactions” has the meaning given to such term in the recitals hereto.

“Transfer Tax” means any direct or indirect transfer (including real estate transfer), sales, use, stamp, documentary, registration, conveyance, recording, or other similar Taxes or governmental fees (and any interest, penalty, or addition with respect thereto) payable as a result of the consummation of the transactions contemplated by this Agreement and the Sponsor Letter Agreement.

“Treasury Regulations” means the temporary and final regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Trust Account” means the account established by TDAC for the benefit of its public shareholders pursuant to the Trust Agreement.

“Trust Agreement” means the Investment Management Trust Account Agreement, dated as of December 23, 2024, by and between TDAC and the Trustee.

“Trustee” means Continental Stock Transfer & Trust Company, a New York corporation.

“U.S. Plan” means any Company Benefit Plan that covers Service Providers located primarily within the United States.

“Virtual Data Room” means the virtual data room established and maintained by or on behalf of the Company in connection with TDAC’s due diligence investigation of the Company relating to the Transactions, access to which was given to TDAC.

“Voting Agreement” has the meaning given to such term in the recitals hereto.

“VWAP” means, for any security on a relevant date, the daily 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 daily 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 daily 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 per share on such date(s) as reasonably determined by the Company.

“Written Objection” has the meaning given to such term in Section 4.03(d)

Section 1.02. Construction.

(a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender and neuter form, (ii) words using the singular or plural form also include the plural or singular form, respectively, (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement (including the Annexes and Appendices hereto) and not to any particular provision of this Agreement, (iv) the terms “Article,” “Section” and “Annex” refer to the specified Article, Section or Annex of or to this Agreement unless otherwise specified, (v) whenever any other word derived from a defined term shall be used in this Agreement, such derived word shall have the meaning correlative to such defined term (e.g., “controlled” or “controlling” shall have the meaning correlative to “control”), (vi) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation” whether or not they are in fact followed by such phrase or phrases or words of like import, (vii) the word “or” shall be disjunctive but not exclusive, and (viii) references to anything having been “provided,” “made available” or “delivered” (or any other similar references) to TDAC means the relevant item has been posted in the Virtual Data Room accessible to TDAC no later than 8:00 p.m., New York time, on the day immediately prior to the date hereof, and (ix) references to anything having been “provided,” “made available” or “delivered” (or any other similar references) to the Company and its Subsidiaries means the relevant item is publicly available or has been provided by or on behalf of TDAC to the Company no later than 8:00 p.m., New York time, on the day immediately prior to the date hereof.

(b) All Annexes or Schedules (including the Company Disclosure Schedule and the TDAC Disclosure Schedule) annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized term(s) used in any Annex or Schedule (including the Company Disclosure Schedule and the TDAC Disclosure Schedule) annexed hereto or referred to herein but not otherwise defined therein shall have the meaning ascribed to such term(s) in this Agreement.

(c) Unless the context of this Agreement otherwise requires, references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto; provided that, with respect to any agreement or other document identified in the Company Disclosure Schedule or the TDAC Disclosure Schedule, such amendment or other modification thereto is also identified in the Company Disclosure Schedule or the TDAC Disclosure Schedule, respectively.

(d) Unless the context of this Agreement otherwise requires, references to any statute, law or other Applicable Law shall include all regulations and rules promulgated thereunder and references to any statute, law or other Applicable Law shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation.

(e) References to any Person include references to such Person’s successors and assigns (provided, however, that nothing contained in this clause is intended to authorize any assignment or transfer not otherwise permitted by this Agreement), and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.

(f) The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent. The Parties acknowledge that each Party and its counsel has reviewed and participated in the drafting of this Agreement and that no rule of strict construction, presumption or burden of proof favoring or disfavoring a Party shall be applied against any Party.

(g) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. Except as otherwise expressly provided herein, (i) any reference in this Agreement to a date or time shall be deemed to be such date or time in New York, New York and (ii) references from or through any date mean, unless otherwise specified, from and including or through and including, such date, respectively.

(h) The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”

(i) The terms “writing” and “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in visible form.

(j) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under IFRS.

(k) All monetary figures used herein, including references to “$,” shall be in United States dollars unless otherwise specified.

Section 1.03. Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledge, after reasonable inquiry, of (a) in the case of the Company, the Founder, Chief Executive Officer and Chief Technology Officer, Vincent Yang (Yang, Szu-Nan), the Head of Finance, Joey Yan (Yan, Feng Kwei), the Head of European Manufacturing Center, Calvin Hsieh (Hsieh, Wen-Kai), the Head of Production and Business Development, Simon Wu (Wu, Meng-Hung) and the Chief of Staff to the CEO and Head of Capital Markets, Althea Hsu (Hsu, Ying Shan); and (b) in the case of TDAC, Michael B. Hoffman and Avanindra C. Das.

ARTICLE 2
Pre-Closing Transactions

Section 2.01. Recapitalization of Company Share Capital. On the Closing Date, immediately prior to the First Merger Effective Time, the following actions shall take place or be effected (in the order set forth in this Section 2.01): (a) the Listing A&R AoA shall be adopted and become effective, and (b) the Company shall effect a share consolidation such that each Pre-Recapitalization Company Share (whether issued and outstanding or authorized but unissued) immediately prior to the First Merger Effective Time shall be consolidated into a number of shares equal to the Consolidation Factor, and upon such share consolidation, (i) each resulting share held by any Person other than the Founder Parties, the SBCVC Shareholder, New Epoch and the New Horizon Shareholders shall be repurchased and cancelled by the Company in exchange for the issuance of a Company Class A Ordinary Share to the holder of such repurchased and cancelled share, (ii) each resulting share that is held by the Founder Parties shall be repurchased and cancelled by the Company in exchange for the issuance of a Company Class B Ordinary Share to the holder of such repurchased and cancelled share, and (iii) each resulting share held by the SBCVC Shareholder, New Epoch and each of the New Horizon Shareholders shall be repurchased and cancelled by the Company in exchange for the issuance of a Company Class C Ordinary Share to the holder of such repurchased and cancelled share (the “Share Consolidation”); provided that no fraction of a Company Class A Ordinary Share, Company Class B Ordinary Share or Company Class C Ordinary Share will be issued by virtue of the Share Consolidation, and each Company Shareholder that would otherwise be so entitled to a fraction of a Company Class A Ordinary Share, Company Class B Ordinary Share or Company Class C Ordinary Share (after aggregating all fractional shares that otherwise would be received by such Company Shareholder) shall instead be entitled to receive such number of Company Class A Ordinary Shares, Company Class B Ordinary Shares or Company Class C Ordinary Shares to which such Company Shareholder would otherwise be entitled, rounded to the nearest whole number (with one-half being rounded upward) (clauses (a) through (b), the “Recapitalization”). Subject to and without limiting anything contained in Section 7.01, the Consolidation Factor shall be adjusted to reflect appropriately the effect of any share subdivision, share consolidation, reverse share subdivision, capitalization, share dividend or share distribution (including any dividend or distribution of securities convertible into Pre-Recapitalization Company Shares or Company Class A Ordinary Shares, Company Class B Ordinary Shares or Company Class C Ordinary Shares, as applicable), reorganization, recapitalization, reclassification, consolidation, exchange of shares or other like change (in each case, other than the Recapitalization) with respect to Pre-Recapitalization Company Shares or Company Class A Ordinary Shares, Company Class B Ordinary Shares or Company Class C Ordinary Shares occurring on or after the date hereof and prior to the Closing Date. If no adjustment to the Consolidation Factor is required pursuant to the preceding sentence and assuming the number of Aggregate Company Shares is 390,000,000, the value of the Consolidation Factor shall be 4.12 (which reflects rounding to the second decimal place). For reference purposes only, an illustrative calculation of the Share Consolidation is set forth in Section 2.01 of the Company Disclosure Schedule.

Section 2.02. Conversion of TDAC Class B Ordinary Shares. On the Closing Date, immediately prior to the First Merger Effective Time, all TDAC Class B Ordinary Shares that are issued and outstanding immediately prior to the First Merger Effective Time shall be repurchased and cancelled by TDAC in exchange for the issuance of such number of TDAC Class A Ordinary Shares in accordance with the conversion ratio provided under Article 17.2 of the TDAC Governing Document (as adjusted in accordance with Article 17.3 of the TDAC Governing Document and the Sponsor Letter Agreement).

ARTICLE 3
The Mergers; Closing

Section 3.01. First Merger

(a) Upon the terms and subject to the conditions set forth in this Agreement, at the First Merger Effective Time, Merger Sub 1 shall be merged with and into TDAC in accordance with Part 16 of the Cayman Islands Companies Act, with TDAC being the surviving company (the “First Merger”).

(b) Upon consummation of the First Merger at the First Merger Effective Time, the separate corporate existence of Merger Sub 1 shall cease to exist and Merger Sub 1 will be struck off the Register of Companies in the Cayman Islands, and TDAC, as the surviving company of the First Merger (also referred to herein as the “First Merger Surviving Company”), shall continue its corporate existence under the laws of the Cayman Islands.

Section 3.02. Effects of the First Merger. At the First Merger Effective Time, the First Merger shall have the effects specified in this Agreement, the First Plan of Merger and the Cayman Islands Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the First Merger Effective Time, all the rights, property of every description, including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges of each of TDAC and Merger Sub 1 shall vest in the First Merger Surviving Company and the First Merger Surviving Company shall be liable for and subject in the same manner as TDAC and Merger Sub 1 to all mortgages, charges or security interests and all Contracts, obligations, claims, debts and liabilities of TDAC and Merger Sub 1 in accordance with the Cayman Islands Companies Act.

Section 3.03. First Merger Closing; First Merger Effective Time. Subject to the terms and conditions of this Agreement, the closing of the First Merger (the “First Merger Closing”) shall take place at 9:00 a.m. (Cayman Islands time) on the date which is three (3) Business Days after the date on which all conditions set forth in Article 10 shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) or such other time and place as TDAC and the Company may mutually agree. Subject to the satisfaction or waiver of all of the conditions set forth in Article 10, on the date of the First Merger Closing, TDAC and Merger Sub 1 shall file a plan of merger (the “First Plan of Merger”) in substantially the form attached as Annex F hereto and other documents required under the Cayman Islands Companies Act to effect the First Merger with the Cayman Islands Registrar of Companies as provided by Section 233 of the Cayman Islands Companies Act. The First Merger shall become effective at 9:00 a.m. (Cayman Islands time) on the date of the First Merger Closing or at such later time or on such later date as may be agreed by TDAC and the Company in writing (being not more than the 90th day after the date of registration of the First Plan of Merger by the Registrar of Companies of the Cayman Islands) and, in either case, as specified in the First Plan of Merger in accordance with the Cayman Islands Companies Act (the “First Merger Effective Time”).

Section 3.04. Memorandum and Articles of Association of First Merger Surviving Company. At the First Merger Effective Time, in accordance with the First Plan of Merger, the First Merger Surviving Company shall adopt the amended and restated memorandum and articles of association in substantially the form attached as Annex F to the First Plan of Merger.

Section 3.05. Directors and Officers of the First Merger Surviving Company. At the First Merger Effective Time, the directors and officers of Merger Sub 1 as of immediately prior to the First Merger Effective Time shall be the directors and officers of the First Merger Surviving Company, unless otherwise determined by TDAC and the Company prior to the First Merger Effective Time, and until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with the amended and restated memorandum and articles of association of the First Merger Surviving Company.

Section 3.06. Effects of the First Merger on the Share Capital of TDAC and Merger Sub 1.

(a) At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of TDAC, the Company, Merger Sub 1 or any holder of TDAC Class A Ordinary Shares or TDAC Warrants:

(i) each TDAC Class A Ordinary Share that is issued and outstanding (other than the TDAC Dissenting Shares) shall be cancelled in exchange for the right to receive one (1) Company Class A Ordinary Share (the aggregate number of Company Class A Ordinary Shares thus issued to all holders of TDAC Class A Ordinary Shares (other than the holders of the TDAC Dissenting Shares) in connection with the First Merger is referred to herein as the “Company Exchange Shares”). All TDAC Class A Ordinary Shares (other than the TDAC Dissenting Shares) shall no longer be issued and outstanding and shall be cancelled and cease to exist, and each holder of TDAC Class A Ordinary Shares (other than the TDAC Dissenting Shares) shall thereafter cease to have any rights with respect thereto, except for the right to receive the consideration set forth in this Section 3.06(a)(i);

(ii) each TDAC Dissenting Share issued and outstanding shall be cancelled and cease to exist in accordance with Section 4.03 and shall carry no right other than the right to receive the applicable payment as set forth in Section 4.03; and

(iii) each TDAC Warrant that is outstanding and unexercised shall thereupon be converted into and become the right to receive a Company Warrant, which shall be on the same terms and conditions as the applicable TDAC Warrant (all Company Warrants issued to all holders of TDAC Warrants in connection with the First Merger is referred to herein as the “Company Exchange Warrants”). The Company shall take all corporate actions necessary to reserve for future issuance, and shall maintain such reservations for so long as any of the Company Exchange Warrants remain outstanding, a sufficient number of Company Class A Ordinary Shares for delivery upon the exercise of such Company Exchange Warrants. All TDAC Warrants shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of TDAC Warrants shall thereafter cease to have any rights with respect thereto, except the right to receive the consideration set forth in this Section 3.06(a)(iii).

(b) At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of TDAC, the Company, Merger Sub 1 or any holder of TDAC Class A Ordinary Shares or TDAC Warrants, each ordinary share of Merger Sub 1, par value $1.00 per share, issued and outstanding immediately prior to the First Merger Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable ordinary share, par value $0.0001 per share, of the First Merger Surviving Company. Such ordinary share(s) of the First Merger Surviving Company shall constitute the only issued and outstanding share capital of the First Merger Surviving Company upon the First Merger Effective Time.

Section 3.07. Second Merger.

(a) Upon the terms and subject to the conditions set forth in this Agreement, at the Second Merger Effective Time, the First Merger Surviving Company shall be merged with and into Merger Sub 2 in accordance with Part 16 of the Cayman Islands Companies Act, with Merger Sub 2 being the surviving company (the “Second Merger” and together with the First Merger, the “Mergers”).

(b) Upon consummation of the Second Merger at the Second Merger Effective Time, the separate corporate existence of the First Merger Surviving Company shall cease to exist and the First Merger Surviving Company will be struck off the Register of Companies in the Cayman Islands, and Merger Sub 2, as the surviving company of the Second Merger (also referred to herein as the “Second Merger Surviving Company”), shall continue its corporate existence under the laws of the Cayman Islands.

Section 3.08. Effects of the Second Merger. At the Second Merger Effective Time, the Second Merger shall have the effects specified in this Agreement, the Second Plan of Merger and the Cayman Islands Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Second Merger Effective Time, all the rights, property of every description, including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges of each of the First Merger Surviving Company and Merger Sub 2 shall vest in the Second Merger Surviving Company and the Second Merger Surviving Company shall be liable for and subject in the same manner as the First Merger Surviving Company and Merger Sub 2 to all mortgages, charges or security interests and all Contracts, obligations, claims, debts and liabilities of the First Merger Surviving Company and Merger Sub 2 in accordance with the Cayman Islands Companies Act.

Section 3.09. Second Merger Closing; Second Merger Effective Time. Subject to the terms and conditions of this Agreement, the closing of the Second Merger (the “Second Merger Closing”, and the consummation of the Mergers is referred to herein as the “Closing”) shall take place after the consummation of the First Merger, at 9:05 a.m. (Cayman Islands time) on the same day as the First Merger Closing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” Subject to the satisfaction or waiver of all of the conditions set forth in Article 10, on the date of the Second Merger Closing, the First Merger Surviving Company and Merger Sub 2 shall file a plan of merger (the “Second Plan of Merger”) in substantially the form attached as Annex G hereto and other documents required under the Cayman Islands Companies Act to effect the Second Merger with the Cayman Islands Registrar of Companies as provided by Section 233 of the Cayman Islands Companies Act. The Second Merger shall become effective following the First Merger Effective Time, at 9:05 a.m. (Cayman Islands time) on the date of the Second Merger Closing, or at such later time or on such later date as may be agreed by TDAC and the Company in writing (being not more than the 90th day after the date of registration of the Second Plan of Merger by the Registrar of Companies of the Cayman Islands) and, in either case, as specified in the Second Plan of Merger in accordance with the Cayman Islands Companies Act (the “Second Merger Effective Time”).

Section 3.10. Memorandum and Articles of Association of Second Merger Surviving Company. At the Second Merger Effective Time, in accordance with the Second Plan of Merger, the memorandum and articles of association of the Second Merger Surviving Company immediately prior to the Second Merger shall be its memorandum and articles of association after the Second Merger.

Section 3.11. Directors and Officers of the Second Merger Surviving Company. At the Second Merger Effective Time, the directors and officers of Merger Sub 2 as of immediately prior to the Second Merger Effective Time shall be the directors and officers of the Second Merger Surviving Company, unless otherwise determined by TDAC and the Company prior to the Second Merger Effective Time, and until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with the memorandum and articles of association of the Second Merger Surviving Company.

Section 3.12. Effects of the Second Merger on the Share Capital of the First Merger Surviving Company and Merger Sub 2. At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of the Company, the First Merger Surviving Company or Merger Sub 2, each ordinary share of the First Merger Surviving Company, par value US$0.0001 per share, and each ordinary share of Merger Sub 2, par value US$1.00 per share, issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable ordinary share of the Second Merger Surviving Company. Such ordinary shares of the Second Merger Surviving Company shall constitute the only issued and outstanding share capital of the Second Merger Surviving Company upon the Second Merger Effective Time.

ARTICLE 4
Treatment of Securities; Closing Deliveries

Section 4.01. Treatment of Company Options and Warrants.

(a) Upon the consummation of the Recapitalization, each Company Option, whether vested or unvested, that is outstanding and unexercised immediately prior to the Recapitalization, automatically and without any action on the part of any holder or beneficiary thereof, shall be adjusted into an option (each, an “Adjusted Option”) to purchase Company Class A Ordinary Shares (in the case the holder thereof is not a Founder Party) or Company Class B Ordinary Shares (in the case the holder thereof is a Founder Party). Each such Adjusted Option shall be adjusted to be exercisable for that number of Company Class A Ordinary Shares or Company Class B Ordinary Shares, as applicable, determined by multiplying the number of Company Common Shares subject to such Company Option immediately prior to the Recapitalization by the Consolidation Factor, which product shall be rounded down to the nearest whole number of shares, at a per share exercise price determined by dividing the per share exercise price of such Company Option immediately prior to the Recapitalization by the Consolidation Factor, which quotient shall be rounded up to the nearest whole cent; provided, that the exercise price and the number of Company Class A Ordinary Shares or Company Class B Ordinary Shares purchasable under each Adjusted Option shall be determined in a manner consistent with the requirements of Section 409A of the Code and the applicable regulations promulgated thereunder; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of Company Class A Ordinary Shares or Company Class B Ordinary Shares purchasable under such Adjusted Option shall be determined in accordance with the foregoing in a manner that satisfies the requirements of Section 424(a) of the Code.

(b) Upon the consummation of the Recapitalization, each Company Founder Warrant, that is outstanding and unexercised immediately prior to the Recapitalization, automatically and without any action on the part of any holder or beneficiary thereof, shall be adjusted into a warrant to purchase Company Class B Ordinary Shares on the same terms and conditions as set forth in the Contracts evidencing such Company Founder Warrants (except as necessary to give effect to the Recapitalization).

(c) Promptly following the Recapitalization, the Company shall deliver to each holder of Company Options and Company Founder Warrants a notice setting forth the effect of the Recapitalization on such holder’s Company Options and Company Founder Warrants.

(d) Prior to the Recapitalization, the Company shall have taken (or caused to be taken) all such actions as are reasonably necessary or appropriate to (i) effect the adjustment of Company Options and Company Founder Warrants pursuant to this Section 4.01 and (ii) make equitable changes or adjustments as the Company Board deems necessary or appropriate to the number and class of the Company shares or other stock or securities which may thereafter be issued in connection with future awards under the Company Equity Incentive Plan, in each case of (i) and (ii) in accordance with Applicable Law, the terms of the Company Equity Incentive Plan and any Contracts evidencing Company Options and Company Founder Warrants.

(e) On or prior to the Closing Date, the Company shall file an effective registration statement on Form S-8 with respect to Company Class A Ordinary Shares issuable under the Company Equity Incentive Plan.

(f) Set forth in Section 4.01 of the Company Disclosure Schedule is a Post-Closing fully diluted capitalization table as agreed by TDAC and the Company.

Section 4.02. Closing Deliverables.

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

(i) the Registration Rights Agreement, duly executed by the Company and the respective Company Shareholders party thereto;

(ii) the Lock-Up Agreement, duly executed by the Company and the respective Company Shareholders party thereto; and

(iii) a certificate signed by an authorized officer of the Company, dated the Closing Date, certifying that the conditions specified in Section 10.02(a), Section 10.02(b) and Section 10.02(c) have been fulfilled.

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

(i) the Registration Rights Agreement, duly executed by Sponsor; and

(ii) a certificate signed by an officer of TDAC, dated the Closing Date, certifying that the conditions specified in Section 10.03(a), Section 10.03(b) and Section 10.03(c) have been fulfilled.

Section 4.03. Dissenter’s Rights.

(a) Notwithstanding anything in this Agreement to the contrary and to the extent available under the Cayman Islands Companies Act, all TDAC Ordinary Shares that are issued and outstanding immediately prior to the First Merger Effective Time and that are held by any TDAC Shareholder who has given a Written Objection (as defined in Section 4.03(d)) and who shall have validly exercised and perfected and not effectively withdrawn or lost their rights to dissent from the First Merger, in accordance with Section 238 of the Cayman Islands Companies Act (the “TDAC Dissenting Shares” and holders of TDAC Dissenting Shares being referred to as “TDAC Dissenting Shareholders”) shall be cancelled and cease to exist at the First Merger Effective Time, and the TDAC Dissenting Shareholders shall not be entitled to receive the applicable Company Exchange Shares under Section 3.06(a)(i) and shall instead be entitled to receive only the payment of the fair value of such TDAC Dissenting Shares held by them determined in accordance with Section 238 of the Cayman Islands Companies Act.

(b) For the avoidance of doubt, all TDAC Ordinary Shares held by TDAC Shareholders who have given a Written Objection who shall have failed to exercise or who shall have effectively withdrawn or lost their dissenter rights under Section 238 of the Cayman Islands Companies Act shall thereupon (i) not be deemed to be TDAC Dissenting Shares, and (ii) be cancelled and cease to exist in exchange for, at the First Merger Effective Time, the right to receive the applicable Company Exchange Shares under Section 3.06(a)(i) in the manner provided in Section 4.04.

(c) TDAC shall provide to the Company (i) reasonably prompt notice of any notices of objection or notices of dissent to the First Merger or demands for appraisal under Section 238 of the Cayman Islands Companies Act received by TDAC, attempted withdrawals of such notices, dissents or demands, and any other instruments served pursuant to the Cayman Islands Companies Act and received by TDAC relating to the exercise of any rights to dissent from the First Merger or appraisal rights and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such notice of dissenter right or demand for appraisal under the Cayman Islands Companies Act. TDAC shall not, except with the prior written consent of the Company, make any offers or payment with respect to any exercise by a shareholder of its rights to dissent from the First Merger or any demands for appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands, such consent not to be unreasonably withheld, conditioned or delayed.

(d) If any TDAC Shareholder gives to TDAC, before the TDAC Shareholder Approval is obtained at the TDAC Shareholders Meeting, written objection to the First Merger (each a “Written Objection”) in accordance with Section 238(2) and Section 238(3) of the Cayman Islands Companies Act: (i) TDAC shall following the TDAC Shareholder Approval, in accordance with Section 238(4) of the Cayman Islands Companies Act, promptly, and in any case within twenty (20) days of obtaining the TDAC Shareholder Approval, give written notice of the authorization of the First Merger (the “Authorization Notice”) to each such TDAC Shareholder who has made a Written Objection; (ii) TDAC Ordinary Shares held by TDAC Dissenting Shareholders shall be treated in accordance with Section 4.03(a); and (iii) unless TDAC and the Company elect by agreement in writing to waive this Section 4.03(d)(iii), no Party shall be obligated to effect the Closing, and the First Plan of Merger shall not be filed with the Cayman Islands Registrar of Companies, until at least twenty (20) days shall have elapsed since the date on which the Authorization Notice is given to each such TDAC Shareholder who has made a Written Objection (being the period allowed for written notice of an election to dissent under Section 238(5) of the Cayman Islands Companies Act, as referred to in Section 239(1) of the Cayman Islands Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.

Section 4.04. Exchange of Shares and Warrants.

(a) Immediately prior to or at the First Merger Effective Time, the Company shall deposit, or cause to be deposited, with an exchange agent selected by TDAC (the “Exchange Agent”): (i) evidence in book-entry form of Company Class A Ordinary Shares representing the number of Company Class A Ordinary Shares required to be issued to the holders of TDAC Ordinary Shares (other than TDAC Dissenting Shareholders) in connection with the First Merger as the Company Exchange Shares under Section 3.06(a)(i), and (ii) the Company Exchange Warrants.

(b) With respect to any holder of TDAC Ordinary Shares (other than TDAC Dissenting Shareholders) or TDAC Warrants, TDAC and the Company shall instruct the Exchange Agent to deliver to such holder (i) the Company Exchange Shares or (ii) the Company Exchange Warrants, as applicable, to which such holder is entitled pursuant to Section 3.06(a), at the First Merger Effective Time, and in exchange any outstanding TDAC Ordinary Shares or TDAC Warrants shall be cancelled as a result of the First Merger, without any further action by any party. If the Exchange Agent requires that, as a condition to receiving the Company Exchange Shares or Company Exchange Warrants, any holder of TDAC Ordinary Shares or TDAC Warrants deliver a letter of transmittal to the Exchange Agent, then at or as promptly as practicable following the First Merger Effective Time, the Company shall cause the Exchange Agent to send to each holder of TDAC Ordinary Shares and each holder of TDAC Warrants a letter of transmittal (which shall specify that the delivery shall be effected, and the risk of loss and title shall pass, only upon proper transfer of (i) each Company Exchange Share or (ii) the relevant Company Exchange Warrant, as applicable, to the Exchange Agent, and which letter of transmittal will be in customary form and have such other provisions as TDAC and the Company may reasonably specify) for use in such exchange, and no holder of TDAC Ordinary Shares or TDAC Warrants shall be entitled to receive the Company Exchange Shares or the Company Exchange Warrants, as applicable, unless such holder has delivered a completed and duly executed letter of transmittal to the Exchange Agent.

(c) From and after the First Merger Effective Time, any certificate(s) representing TDAC Ordinary Shares (other than TDAC Dissenting Shares) or TDAC Warrants shall be deemed to evidence such holder’s right to receive its respective portion of the Company Exchange Shares or Company Exchange Warrants, as applicable, into which such TDAC Ordinary Shares or TDAC Warrants shall have been converted by the First Merger. From and after the First Merger Effective Time, all previous holders of TDAC Ordinary Shares or TDAC Warrants shall cease to have any rights as shareholders or equityholders of TDAC other than the right to receive such holder’s respective portion of the Company Exchange Shares or the Company Exchange Warrants, as applicable, into which such TDAC Ordinary Shares and TDAC Warrants have been converted pursuant to this Agreement, without interest, or, in the case of TDAC Dissenting Shareholders, the right to receive the applicable payment as set forth in Section 4.03. From and after the First Merger Effective Time, there shall be no further registration of transfers of TDAC Ordinary Shares or TDAC Warrants on the register of members or transfer books of TDAC.

Section 4.05. No Liability; Withholding.

(a) None of the Parties, the Second Merger Surviving Company or the Exchange Agent shall be liable to any Person for any portion of the Company Exchange Shares or Company Exchange Warrants delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Notwithstanding any other provision of this Agreement, any portion of the Company Exchange Shares or Company Exchange Warrants that remains undistributed to the TDAC Shareholders as of immediately prior to the date on which the Company Exchange Shares or Company Exchange Warrants would otherwise escheat to or become the property of any Governmental Authority shall, to the extent permitted by Applicable Law, become the property of the Company, free and clear of all claims or interest of any Person previously entitled thereto.

(b) Each of the Parties, the Second Merger Surviving Company 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, that if the Company or any party acting on its behalf determines that any payment hereunder is subject to deduction and/or withholding, then the Company shall (i) provide written notice to TDAC as soon as reasonably practicable after such determination and (ii) consult and cooperate with TDAC reasonably and in good faith to reduce or eliminate any such deduction or withholding to the extent permitted by Applicable Law. Any amounts so deducted and withheld shall be paid over to the appropriate Governmental Authority in accordance with Applicable Law and 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.

Section 4.06. [Reserved]

Section 4.07. Founder IP Compensation.

(a) Prior to the Closing Date, in recognition of the Founder’s contributions to the Company and the development of key Intellectual Property Rights for the Company (the “Founder IP”), the Company shall reserve for issuance a number of Equity Securities (that shall be Class B Ordinary Shares upon Closing) of the Company, which would represent two and one-half percent (2.5%) of the total share capital of the Company on a fully diluted basis as of Closing (the “Cap”).

(b) To determine the actual number of Class B Ordinary Shares to be issued to the Founder (the “Founder IP Compensation Shares”), from and after the Closing Date, the Company shall, within ninety (90) days after the Closing, engage an independent third-party valuation firm to conduct an independent valuation of the Founder IP. Such valuation firm shall issue its final valuation report with respect to the Founder IP within two (2) months after engagement. Within one (1) month following the date of such report, the Company Board shall instruct its compensation committee to, and the compensation committee shall, within two (2) months of such instruction, review the final valuation report of the valuation firm, and determine the number of Founder IP Compensation Shares having an aggregate value equivalent to such fair valuation of Founder IP. The Founder IP Compensation Shares shall be issued to the Founder or an Affiliate designated by the Founder.

Section 4.08. IP Compensation Shares Procedures.

(a) At all times before the Founder IP Compensation Shares are issued to the Founder, the Company shall reserve and keep available for issuance a sufficient number of authorized and unissued Company Ordinary Shares to permit the Company to satisfy its issuance obligations set forth in Section 4.07 and shall take all actions required to increase the authorized number of Company Ordinary Shares if at any time there shall be insufficient authorized and unissued Company Ordinary Shares to permit such reservation.

(b) In the event that the Company shall at any time before the Founder IP Compensation Shares are issued to the Founder pay any dividend on Company Ordinary Shares by the issuance of additional Company Ordinary Shares, or effect a subdivision or combination or consolidation of the issued and outstanding Company Ordinary Shares (by reclassification or otherwise) into a greater or lesser number of Company Ordinary Shares, then the Cap for the Founder IP Compensation Shares shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of Company Ordinary Shares (including any other shares so reclassified as Company Ordinary Shares) issued and outstanding immediately after such event(s) and the denominator of which is the number of Company Ordinary Shares that were issued and outstanding immediately prior to such event(s).

(c) Before the Founder IP Compensation Shares are issued to the Founder, the Company shall take all reasonable efforts for (i) the Company to remain listed as a public company on, and for the Company Class A Ordinary Shares to be tradable over, the Nasdaq, and (ii) the Founder IP Compensation Shares, when issued, to be approved for listing on the Nasdaq.

(d) The rights of the Founder to receive, or designate his Affiliate(s) to receive, the Founder IP Compensation Shares are personal in nature and, except with the written consent of the Company, are non-transferable and non-assignable, except that the Founder shall be entitled to assign such rights by will or, by the laws of intestacy.

ARTICLE 5
Representations and Warranties of the Company

Except as set forth in the Company Disclosure Schedule (subject to Section 12.15), the Company represents and warrants to TDAC as of the date hereof and as of the Closing Date as follows:

Section 5.01. Corporate Existence and Power.

(a) The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and has all requisite corporate power and authority to own or lease its properties and to conduct its business as it is now being conducted.

(b) A true and complete copy of the memorandum and articles of association, each as amended to date, of the Company (the “Company Existing AoA”) has been made available by the Company to TDAC. Such Company Existing AoA is in full force and effect and, if required under Applicable Law, has been registered with, as applicable, the appropriate Governmental Authorities. The Company is not in violation of any of the provisions of the Company Existing AoA.

(c) The Company is duly licensed or qualified and, where applicable, in good standing as a foreign company in each jurisdiction in which the ownership or lease of its property or the character of its activities is such as to require it to be so licensed, qualified or in good standing, as applicable, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 5.02. Corporate Authorization.

(a) Each of the Company and the Acquisition Entities has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is (or is specified to be) a party, to perform its obligations hereunder and thereunder, and (subject to the approvals described in Section 5.03) to consummate the Transactions. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which it is (or is specified to be) a party, and the consummation of the Transactions, have been duly and validly authorized and approved by the Company Board and the board of directors of each Acquisition Entity and, except for (i) the Company Shareholder Approval and (ii) the adoption of this Agreement by the Company in its capacity as the sole shareholder of Merger Sub 1 and Merger Sub 2, no other corporate action on the part of the Company, any Acquisition Entity or any of their Subsidiaries or any holders of any Equity Securities of the Company, any Acquisition Entity or any of their Subsidiaries is necessary to authorize the execution and delivery by the Company and the Acquisition Entities of this Agreement or the Ancillary Agreements to which the Company or any Acquisition Entity is (or is specified to be) a party, the performance by the Company or any Acquisition Entity of its obligations hereunder and thereunder and the consummation of the Transactions. This Agreement has been duly and validly executed and delivered by each of the Company and the Acquisition Entities and, assuming this Agreement constitutes a legal, valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation of each of the Company and the Acquisition Entities, enforceable against each of the Company and the Acquisition Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Each Ancillary Agreement to which the Company or any Acquisition Entity is (or is specified to be) a party, when executed and delivered by the Company or such Acquisition Entity, will be duly and validly executed and delivered by the Company or such Acquisition Entity, and, assuming such Ancillary Agreement constitutes a legal, valid and binding obligation of the other parties thereto, will constitute a legal, valid and binding obligation of the Company or such Acquisition Entity, enforceable against the Company or such Acquisition Entity in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(b) At a meeting duly called and held, the Company Board has, by duly adopted resolutions, (i) approved this Agreement and the transactions contemplated by this Agreement, (ii) determined that this Agreement and the transactions contemplated by this Agreement are advisable and in the best interests of the Company and the Company Shareholders, (iii) directed that the adoption of this Agreement be submitted for approval by the Company Shareholders and (iv) resolved to recommend that the Company Shareholders approve this Agreement and the transactions contemplated by this Agreement.

Section 5.03. Governmental Authorizations; Consents. Assuming the representations and warranties of TDAC contained in this Agreement and the Ancillary Agreements to which TDAC is or will be a party are true, correct and complete, no consent, approval or authorization of, or designation, declaration to or filing with, notice to, or any other action by or in respect of, any Governmental Authority is required on the part of the Company, its Subsidiaries or any Acquisition Entity with respect to the Company’s and the Acquisition Entities’ execution, delivery and performance of this Agreement and each Ancillary Agreement to which it is (or is specified to be) a party or the consummation of the Transactions, except for (a) the filing of the First Plan of Merger, the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies and the publication of notification of the Mergers in the Cayman Islands Government Gazette in accordance with the Cayman Islands Companies Act, (b) any consents, approvals, authorizations, designations, declarations, filings, notices or actions, the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (c) the filing (A) with the SEC of the Proxy Statement/Registration Statement and the declaration of the effectiveness thereof by the SEC and (B) of any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws, (d) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement or the Ancillary Agreements, (e) approval for listing the Company Class A Ordinary Shares and Company Warrants issued pursuant to this Agreement on the Nasdaq, (f) any corporate authorizations that are described in Section 5.02(a), or (g) any consents, approvals, authorizations, designations, declarations, filings, notices or actions required on the part of the Company, its Subsidiaries or any Acquisition Entity pursuant to the French Subsidy Contract.

Section 5.04. Noncontravention. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Company or any Acquisition Entity is (or is specified to be) a party by the Company or such Acquisition Entity and the consummation of the Transactions do not and will not (a) contravene, conflict with, or violate any provision of, or result in the breach of, any Applicable Law, (b) contravene, conflict with, or violate any provision of, or result in the breach of, the memorandum and articles of association or other organizational documents of the Company or any of its Subsidiaries, (c) assuming the receipt of the consents, approvals, authorizations and other requirements set forth in Section 5.03, conflict with, violate or result in a breach of any term, condition or provision of any Significant Contract, or terminate or result in a default under, or require any consent, notice or other action by any Person under (with or without notice, or lapse of time, or both) or the loss of any right under, or create any right of termination, acceleration or cancellation of, any Significant Contract, or (d) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries, or constitute an event which, with or without notice or lapse of time or both, would result in any such violation, breach, termination or creation of a Lien or result in a violation or revocation of any required license, Permit or approval from any Governmental Authority or other Person, except, in each case of clauses (a), (c) and (d) above, to the extent that the occurrence of any of the foregoing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 5.05. Subsidiaries.

(a) The Subsidiaries of the Company are set forth on Section 5.05 of the Company Disclosure Schedule. Each of the Subsidiaries of the Company has been duly incorporated, formed or organized and is validly existing and in good standing, where applicable, under the Applicable Laws of its jurisdiction of incorporation, formation or organization and has all requisite corporate power and authority to own or lease its properties and to conduct its business as it is now being conducted. Each Subsidiary of the Company is duly licensed or qualified and in good standing as a foreign company (or other entity, if applicable) in each jurisdiction in which its ownership or lease of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(b) True and complete copies of the organizational documents of the Subsidiaries of the Company have been made available to TDAC, and are in full force and effect and such Subsidiaries are not in violation of any of the provisions thereof.

Section 5.06. Capitalization.

(a) Except as disclosed in Section 5.06(a) of the Company Disclosure Schedule, all of the issued and outstanding Company Common Shares and Company Preferred Shares have been duly authorized and validly issued in accordance with all Applicable Laws, including all applicable federal securities laws, and the organizational documents of the Company, and are fully paid and non-assessable and are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal or similar rights, and are free and clear of all Liens and other restrictions (including any restriction on the right to vote, sell or otherwise dispose of such Company Common Shares and Company Preferred Shares), other than generally applicable transfer restrictions imposed by applicable securities laws. Section 5.06(a) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all the Company Common Shares and Company Preferred Shares that are authorized, issued or outstanding and the holders of such Company Common Shares and Company Preferred Shares. Except as set forth in Section 5.06(a) of the Company Disclosure Schedule, there are no other authorized, issued or outstanding Equity Securities of the Company.

(b) Set forth on Section 5.06(b) of the Company Disclosure Schedule is (i) the capitalization of each direct and indirect Subsidiary of the Company, including the number of Equity Securities authorized, issued and outstanding (including the holder of any such Equity Securities) for each such Subsidiary and (ii) the outstanding Equity Securities of each of the Company Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal or similar rights. The Company or one or more of its wholly owned Subsidiaries own of record and beneficially all the issued and outstanding Equity Securities of each Subsidiary of the Company free and clear of any Liens other than Permitted Liens.

(c) Set forth on Section 5.06(c) of the Company Disclosure Schedule is a true, correct and complete list, as of the date of this Agreement, of all the Company Options and Company Founder Warrants that are authorized, issued or outstanding and any applicable exercise price, vesting schedule, grant date and expiration date of such Company Options and Company Founder Warrants (as the case may be). Other than the Company Options and Company Founder Warrants and as set forth on Section 5.06(a) of the Company Disclosure Schedule or Section 5.06(b) of the Company Disclosure Schedule, there are no Equity Securities of the Company or any Subsidiary of the Company. Except as set forth in Section 5.06(c) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities of the Company or any Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other Indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equityholders of the Company or any Subsidiary of the Company may vote. Each Company Option was granted (i) with a per share exercise price that was not less than the fair market value of a Company Common Share on the date of grant, (ii) in accordance with the terms of the Company Equity Incentive Plan and (iii) in accordance with, or pursuant to compliant reliance on an exemption from, applicable securities law. There are no declared but unpaid dividends or other distributions with regard to any issued and outstanding Equity Securities of the Company or any Subsidiary of the Company. None of the Company or any of its Subsidiaries is a party to any equityholders agreement, voting agreement or registration rights agreement relating to the Equity Securities of the Company or any Subsidiary of the Company.

(d) The Company Class A Ordinary Shares to be issued to the holders of TDAC Ordinary Shares pursuant to this Agreement will, upon issuance and delivery at the Closing, (i) be duly authorized and validly issued, and fully paid and non-assessable, (ii) be issued in compliance in all respects with Applicable Law, (iii) not be issued in breach or violation of any preemptive rights or Contract, and (iv) be issued to such holders with good and valid title, free and clear of any Liens (other than Permitted Liens) other than any restrictions on transfer under this Agreement, any of the Ancillary Agreements or Applicable Law.

Section 5.07. Financial Statements.

(a) Attached as Section 5.07(a) of the Company Disclosure Schedule are true and complete copies of the draft unaudited consolidated balance sheets of the Company and its Subsidiaries and related consolidated statements of comprehensive income, of changes in equity and of cash flows as of and for the fiscal years ended December 31, 2024 and December 31, 2025, prepared in accordance with IFRS (the “Draft Unaudited IFRS Financial Statements”). The Draft Unaudited IFRS Financial Statements present fairly, in all material respects, the consolidated balance sheet, comprehensive income, changes in equity and cash flows of the Company and its Subsidiaries as of the dates and for the periods indicated in such Draft Unaudited IFRS Financial Statements in conformity with IFRS, consistently applied throughout the periods indicated. When included in the Proxy Statement and the Registration Statement pursuant to Section 9.04(e), the Draft Unaudited IFRS Financial Statements, as finalized and no longer in draft form (the “Audited IFRS Financial Statements”), and the Interim IFRS Financial Statements (if applicable pursuant to Section 9.04(e)), shall be prepared in conformity with IFRS, consistently applied throughout the periods indicated (except, in the case of the Interim IFRS Financial Statements, for the absence of footnotes and other presentation items required by IFRS and for normal and recurring year-end adjustments that are not material).

(b) On the Closing Date, the Audited IFRS Financial Statements will have been audited in accordance with PCAOB auditing standards by a PCAOB-qualified auditor that was independent under Rule 2-01 of Regulation S-X under the Securities Act. The Interim IFRS Financial Statements (if applicable pursuant to Section 9.04(e)) have been prepared in accordance with IFRS and Regulation S-X and reviewed by a PCAOB-qualified auditor that was independent under Rule 2-01 of Regulation S-X under the Securities Act in accordance with PCAOB Auditing Standard 4105.

(c) As of the date hereof, the Company and its Subsidiaries have established and maintained systems of internal controls over financial reporting. Such systems are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s general or specific authorization, (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with IFRS, and to maintain accountability for the Company’s and its Subsidiaries’ assets and (iii) material information is communicated to management as appropriate. None of the Company, its Subsidiaries, or, to the knowledge of the Company, an independent auditor of the Company or its Subsidiaries, has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized or maintained by the Company and its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s or its Subsidiaries’ management or other employees who have a significant role in the preparation of financial statements or the internal accounting controls utilized or maintained by the Company or its Subsidiaries, or (iii) any claim or allegation regarding any of the foregoing.

(d) Neither the Company nor any of its Subsidiaries is a party to, or is subject to any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), in each case, where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Draft Unaudited IFRS Financial Statements.

(e) For the fiscal years ended December 31, 2024 and December 31, 2025, neither the Company nor any of its Subsidiaries has received from any employee of the Company or its Subsidiaries any written or, to the knowledge of the Company, oral complaint, allegation, assertion or claim with respect to unlawful or potentially unlawful activity regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries, and the Company and its Subsidiaries have not independently identified or received any written notice from their independent accountants regarding any of the foregoing.

(f) As of the date hereof, the Company and its Subsidiaries have aggregate net cash of $100,000,000 and do not have any Indebtedness except as set forth in Section 5.07(f) of the Company Disclosure Schedule.

Section 5.08. Undisclosed Liabilities.

(a) Each of the Acquisition Entities was incorporated solely for the purpose of effecting the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby and has no, and at all times prior to the Second Merger Effective Time except as expressly contemplated by this Agreement, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.

(b) There is no liability, debt or obligation of the Company or any of its Subsidiaries (x) required to be set forth on a balance sheet of the Company in accordance with IFRS or (y) that is material, in each case except for liabilities, debts and obligations (i) as (and to the extent) reflected or reserved for on the balance sheet of the Company as of December 31, 2025 included in the Draft Unaudited IFRS Financial Statements, (ii) that have arisen since December 31, 2025 in the Ordinary Course of Business (none of which results from, arises out of or was caused by any tortious conduct, breach of Contract, infringement or violation of Applicable Law by the Company or any of its Subsidiaries), (iii) incurred in connection with the transactions contemplated by this Agreement, or (iv) that are executory obligations under any Contracts that are in effect as of the date hereof (excluding any liabilities arising from a breach of Contract).

Section 5.09. Absence of Changes.

(a) Since December 31, 2025, there has not been any Company Material Adverse Effect.

(b) Since December 31, 2025, the Company and its Subsidiaries (i) have, in all material respects, conducted their business and operated their properties in the Ordinary Course of Business and (ii) have not taken any action (or failed to take any action) that would violate Sections 7.01(c), (e), (f), (g), (h), (j), (l), (m), (p), (r) (to the extent related to clauses (c), (e), (f), (g), (h), (j), (l), (m), (p) and (r)) if such action had been taken (or failed to be taken) after the date of this Agreement.

Section 5.10. Litigation and Proceedings. Except as set forth in Section 5.10 of the Company Disclosure Schedule, since January 1, 2024, there have not been any, and there are currently no, pending or, to the knowledge of the Company, threatened, Actions against the Company or any of its Subsidiaries or any of their respective properties or assets, or, to the knowledge of the Company, any of their respective directors or employees, in their capacity as such except, in each case, as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Since January 1, 2024, neither the Company nor any of its Subsidiaries nor any property or asset of the Company or any such Subsidiary, has been subject to any Governmental Order.

Section 5.11. Compliance with Laws; Permits.

(a) The Company and its Subsidiaries are, and since January 1, 2024 have been, in compliance with all Applicable Laws, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Since January 1, 2024, (i) none of the Company or any of its Subsidiaries has been subjected to, or received any notification from, any Governmental Authority of a material violation of any Applicable Law or any investigation by a Governmental Authority for actual or alleged material violation of any Applicable Law, (ii) to the knowledge of the Company, no claims have been filed against the Company or any of its Subsidiaries with any Governmental Authority alleging any material failure by the Company or any of its Subsidiaries to comply with any Applicable Law, and (iii) neither the Company nor any of its Subsidiaries has made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any material noncompliance with any Applicable Law.

(b) The Company and each of its Subsidiaries has all Permits that are required to own, lease or operate its properties and assets and to conduct its business as currently conducted and as proposed to be conducted (the “Company Permits”), except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, (i) each Company Permit is in full force and effect in accordance with its terms, (ii) no outstanding notice of revocation, cancellation or termination of any Company Permit has been received by the Company or any of its Subsidiaries, (iii) there are no Actions pending or, to the knowledge of the Company, threatened that seek the revocation, suspension, withdrawal, adverse modification, cancellation or termination of any Company Permit, and (iv) each of the Company and each of its Subsidiaries is, and has been since January 1, 2024, in compliance with all material Company Permits applicable to the Company or such Subsidiary and, to the knowledge of the Company, no condition exists that with notice or lapse of time or both would constitute a default under such Company Permits, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The consummation of the transactions contemplated by this Agreement will not cause the revocation, modification or cancellation of any Company Permits, except for any such revocation, modification or cancellation that would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. Section 5.11(b) of the Company Disclosure Schedule contains a true and complete list of all material Company Permits.

Section 5.12. Significant Contracts.

(a) Section 5.12(a) of the Company Disclosure Schedule contains a complete and accurate list of all Contracts to which the Company or any of its Subsidiaries is a party or is bound by falling within the following categories and in effect as of the date hereof (each Contract required to be listed on Section 5.12(a) of the Company Disclosure Schedule and, as of the Closing, any other Contract in effect that would have been required to be disclosed pursuant to Section 5.12(a) if in effect on the date hereof, a “Significant Contract”):

(i) any Contract, the performance of which involves payments or expected payments (A) by the Company or its Subsidiaries in the aggregate in excess of $500,000 in any of the fiscal years ended December 31, 2024 or December 31, 2025 or (B) to the Company or its Subsidiaries in the aggregate in excess of $150,000 in any of the fiscal years ended December 31, 2024 or December 31, 2025;

(ii) any Contract for the voting of Equity Securities of the Company or any of its Subsidiaries;

(iii) any Contract with a Top 5 Vendor or Top 5 Customer (other than purchase or service orders accepted, confirmed or entered into in the Ordinary Course of Business) in the fiscal year ended December 31, 2025;

(iv) each employment Contract with any of the following employees of the Company or one of its Subsidiaries: Yang, Szu-Nan, Hsieh, Wen-Kai, Belov Dmiry, Lee, Pan-Yun and Huang, Chia-Chi;

(v) each collective bargaining Contract (a “Labor Contract”);

(vi) any Contract pursuant to which the Company or any of its Subsidiaries leases, subleases, occupies or otherwise uses any real property;

(vii) (A) any Contract under which the Company or any of its Subsidiaries has granted to a third party any right, license, sublicense or covenant not to sue with respect to any material Intellectual Property, other than non-exclusive licenses granted in the Ordinary Course of Business, or (B) any Contract pursuant to which the Company or any of its Subsidiaries obtains any right, license, sublicense or covenant not to sue from a third party with respect to any Intellectual Property that is material to the business of the Company and its Subsidiaries, other than non-exclusive licenses of commercial off-the-shelf software that are available to the public generally with annual license, maintenance, support and other fees of less than $250,000;

(viii) the form of any Contract that (A)(1) contains a covenant not to complete in any line of business or solicit individuals for employment, provided, that such Contracts were executed during the three (3) year period ending on the date hereof, (2) grants exclusive or preferential rights or “most favored nations” status to any Person, or (3) obligates the Company or any of its Subsidiaries to purchase or obtain a minimum or specified amount of any product or service in excess of  $1,000,000 in the aggregate during any fiscal years ended December 31, 2024 or December 31, 2025, in each case that is applicable to the Company or any of its Subsidiaries or (B) prohibits the Company or any of its Subsidiaries from soliciting any customers or strategic partners, in each case of (A) and (B), other than non-disclosure agreements, confidentiality agreements, advisory agreements and consultancy agreements entered into in the Ordinary Course of Business;

(ix) any Contract under which the Company or any of its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) any Indebtedness (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among the Company or any of its Subsidiaries), (B) granted a Lien on its assets or group of assets, whether tangible or intangible, to secure any Indebtedness, (C) extended credit to any Person (other than Contracts (1) involving immaterial advances made to an employee of the Company or any of its Subsidiaries or (2) for goods and services, in each case in the Ordinary Course of Business) or (D) granted a material performance bond, letter of credit or any other similar instrument, in each case, in excess of $2,000,000;

(x) any Contract with any Governmental Authority;

(xi) each Contract with a Related Party (other than Company Benefit Plans or Contracts for compensation for services performed by a Related Party as director, officer, service provider or employee of the Company or any of its Subsidiaries and amounts reimbursable for routine travel and other business expenses in the Ordinary Course of Business);

(xii) each Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) that contains financial covenants, indemnities or other payment obligations (including “earn-out” or other contingent payment obligations) that would reasonably be expected to result in the making of payments by the Company and its Subsidiaries after the Closing Date in excess of $2,000,000;

(xiii) any Contract establishing any joint venture, strategic alliance, partnership or other collaboration, except for any Contract where the Company and the counterparty are only at an initial, preliminary or exploratory stage of any of the foregoing arrangements;

(xiv) any Contract involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute under which the Company or any of its Subsidiaries has any ongoing obligations (either monetary or non-monetary), except where such resolution or settlement solely involves monetary obligations not exceeding $250,000; and

(xv) any Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any properties, assets or businesses of the Company or any of its Subsidiaries.

(b) True and correct copies of each Significant Contract, or descriptions thereof (as set forth in Section 5.12(a) of the Company Disclosure Schedule), as of the date hereof have been delivered to or made available to TDAC. Each Significant Contract is in full force and effect and represents the legal, valid and binding obligations of the Company, and to the knowledge of the Company the other parties thereto, and is enforceable against the Company, and to the knowledge of the Company against the other parties thereto, in accordance with its terms and conditions. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to any such Significant Contract is in breach of or in default under such Significant Contract. Neither the Company nor any of its Subsidiaries has received any written claim or notice of any material breach of or default under any Significant Contract, and, to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a default under any Significant Contract by the Company or any Subsidiary of the Company party thereto or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both). Except as set forth in Section 5.12(b) of the Company Disclosure Schedule, no party to any Significant Contract has exercised termination rights with respect thereto or has indicated in writing that it intends to terminate or materially modify its relationship with the Company or any of its Subsidiaries.

Section 5.13. Intellectual Property.

(a) Section 5.13(a) of the Company Disclosure Schedule contains a complete and accurate list of all patents, patent applications, registered trademarks, trademark applications, service marks, and service mark applications, in each case owned by the Company or its Subsidiaries, as of the date of this Agreement (the “Registered Intellectual Property”), including as to each such item, as applicable, (i) the current owner or registrant, (ii) the jurisdiction where the application, registration or issuance is filed, (iii) the application, registration or issue number and (iv) the applicable application, registration or issue date. Each item of Registered Intellectual Property that is material to the business of the Company and its Subsidiaries (A) has not been abandoned, canceled or adjudged invalid or unenforceable in whole or in part and (B) has been maintained effective, valid and enforceable by all requisite filings, renewals and payments.

(b) the Company and its Subsidiaries (i) solely and exclusively own all right, title and interest in and to the Owned Intellectual Property (including all Registered Intellectual Property) free and clear of all Liens (other than any Permitted Liens) and (ii) to the knowledge of the Company, have a valid and enforceable right to use all material Licensed Intellectual Property.

(c) the Company and its Subsidiaries use commercially reasonable efforts in accordance with generally accepted industry practice to maintain, enforce and protect the confidentiality of all material Trade Secrets owned by the Company and its Subsidiaries the value of which to their business is contingent upon maintaining the confidentiality thereof, including maintaining policies requiring all employees, consultants and independent contractors authorized to use or access any such Trade Secrets to agree to maintain the confidentiality thereof. To the knowledge of the Company, there has been no disclosure of any material Trade Secrets owned by the Company other than to employees, contractors, consultants, representatives and agents of the Company or any of its Subsidiaries under written confidentiality agreements.

(d) the Company and its Subsidiaries own or have a valid and enforceable right to use any and all Intellectual Property used in or material to the conduct of the business of the Company and its Subsidiaries as currently conducted. The execution and delivery of this Agreement by the Company and the consummation of the Transactions will not result in the loss, alteration, encumbrance, termination, extinguishment or impairment of any material Owned Intellectual Property or any material Licensed Intellectual Property.

(e) neither the Company nor any of its Subsidiaries, nor the conduct of their business, has, since January 1, 2024, infringed, misappropriated or otherwise violated, nor are any of them infringing, misappropriating or otherwise violating, any third party’s Intellectual Property rights, in any manner that would, individually or in the aggregate, reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole. No Action is pending or, to the knowledge of the Company, has been threatened in writing against the Company or any of its Subsidiaries (i) alleging any infringement, misappropriation or violation of any third party’s Intellectual Property rights by the Company or any of its Subsidiaries or (ii) based upon, or challenging or seeking to deny or restrict, the rights of the Company or any of its Subsidiaries in any of the Owned Intellectual Property or Licensed Intellectual Property, in each case of (i) and (ii), the adverse result or conclusion of which would, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. To the knowledge of the Company, no third party has, since January 1, 2024, infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, any Owned Intellectual Property, except as would not reasonably be expected to result in a Company Material Adverse Effect. No Action by or on behalf of the Company or its Subsidiaries against a third party with respect to the alleged infringement, misappropriation or other violation of the Owned Intellectual Property is currently pending or threatened in writing.

(f) no funding, facilities, personnel or resources of any Governmental Authority or any university, college, research institute or other educational institution was used in the development of any Owned Intellectual Property, except for any such funding or use of facilities or personnel that has not resulted in such Governmental Authority or institution obtaining ownership or other rights to any material Intellectual Property.

(g) all current and former employees, independent contractors and consultants who contributed to the discovery, creation or development of any material Intellectual Property for or on behalf of the Company or any of its Subsidiaries have transferred all of their rights, title and interest in and to such Intellectual Property to the Company or one of its Subsidiaries pursuant to written agreements containing self-executing present-tense assignment language. To the knowledge of the Company, no such employee, independent contractor or consultant has asserted any right, license, claim or interest whatsoever in or with respect to any such Intellectual Property.

Section 5.14. [Reserved]

Section 5.15. Company Benefit Plans.

(a) Section 5.15(a) of the Company Disclosure Schedule contains a complete and accurate list, as of the date of this Agreement, of each material Company Benefit Plan and specifies whether such plan is a U.S. Plan or an International Plan. A “Company Benefit Plan” means any “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA, and all other employee compensation and benefit contracts, plans, policies, programs, or arrangements, and each other change in control, transaction bonus, equity or equity-based compensation, severance, retention, employment, change-of-control, bonus, incentive, deferred compensation, retirement, pension, profit-sharing, vacation, disability, medical (including any self-insured arrangement), dental, vision, disability or sick leave benefits, post-retirement benefits (including compensation, pension, health, medical or insurance benefits), health, welfare, prescription, or other fringe or employee benefit plan, agreement, program, policy, or arrangement (other than offer letters for at-will employment without an obligation for severance), in each case whether written or unwritten (i) that is maintained, sponsored, administered, entered into or contributed to (or required to be contributed to) by the Company or any of its Subsidiaries for the current or future benefit of any current or former Service Provider or (ii) under which the Company or any of its Subsidiaries has or is reasonably expected to have any direct or indirect obligation or liability. As of the date hereof, neither the Company nor any of its Subsidiaries has made any written commitment to establish or contribute to any new material Company Benefit Plan or materially modify any existing Company Benefit Plan.

(b) With respect to each material Company Benefit Plan, the Company has delivered or made available to TDAC copies of, if applicable, (i) such Company Benefit Plan and any amendments thereto (or, if oral, a written summary thereof), (ii) any trust or funding agreement related thereto, (iii) the most recent summary plan description (if applicable), (iv) the most recent annual report on Form 5500 and all attachments thereto filed with the Internal Revenue Service (if applicable) including all schedules thereto, financial statements and any related actuarial reports, (v) all material correspondence or other communications received from any Governmental Authority in the last two (2) fiscal years regarding such Company Benefit Plan, (vi) the most recent determination or opinion letter issued by the Internal Revenue Service, and (vii) if such Company Benefit Plan is an International Plan, documents that are substantially comparable (taking into account differences in Applicable Law and practices) to the documents provided in clauses (i) through (vi).

(c) Each Company Benefit Plan has been established, maintained, and administered in compliance in all material respects with its terms and all Applicable Laws, including ERISA and the Code. For the fiscal years ended December 31, 2024 and December 31, 2025, all contributions and other payments required by and due under the terms of each Company Benefit Plan have been timely made in all material respects.

(d) Each Company Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (i) has received a favorable determination or opinion letter as to its qualification, or (ii) has been established under a standardized master and prototype or volume submitter plan for which a current favorable Internal Revenue Service advisory letter or opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer. Nothing has occurred to cause, or that could reasonably be expected to cause, the disqualification of any Company Benefit Plan that is intended to be so qualified. No non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA, has occurred with respect to any Company Benefit Plan in connection with which the Company reasonably could be subject to a material tax or penalty.

(e) None of the Company, any of its Subsidiaries, or any trade or business (whether or not incorporated) that is treated as a “single employer” together with, or under “common control” or part of a “controlled group” with, any of the foregoing (within the meaning of Section 414(b), (c), (m), or (o) of the Code) sponsors, maintains, contributes to (or is obligated to contribute to), or has any liability in respect of, or at any time since January 1, 2024, has sponsored, maintained, contributed to (or was obligated to contribute to), or had any liability in respect of, (i) an “employee pension benefit plan,” as defined in Section 3(2) of ERISA, including a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) or a “single-employer plan” (as defined in Section 4001(a)(15) of ERISA), that is subject to Title IV of ERISA, Section 412 of the Code, or Section 302 of ERISA, (ii) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or (iii) a “multiple employer plan” (as described in Section 210 of ERISA). No Company Benefit Plan provides any post-termination or retiree life insurance, health insurance, or other employee welfare benefits to any Person, except as may be required by Applicable Law.

(f) There are, and since January 1, 2024, there have been, (i) no pending or, to the knowledge of the Company, written threats of Actions (other than routine claims for benefits in the Ordinary Course of Business) with respect to any Company Benefit Plan, and (ii) no audits, material inquiries, or proceedings pending or, to the knowledge of the Company, threatened in writing by any Governmental Authority with respect to any Company Benefit Plan.

(g) Each International Plan (i) has been maintained in compliance in all material respects with its terms and Applicable Law, (ii) if intended to qualify for special tax treatment, meets the requirements for such treatment in all material respects, and (iii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles.

(h) Except as disclosed on Section 5.15(h) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company nor the consummation of any of the transactions contemplated by this Agreement (either alone or in connection with any other event, contingent or otherwise) will (i) result in any payment or benefit (including notice, severance, golden parachute, bonus, commission, or otherwise) becoming due to any current or former Service Provider, (ii) result in any forgiveness of Indebtedness to any current or former Service Provider, (iii) increase any compensation or benefits otherwise payable by the Company or any of its Subsidiaries or under any Company Benefit Plan, (iv) result in the acceleration of the time of payment or vesting of any compensation or benefits except as required under Section 411(d)(3) of the Code, or require the funding of any Company Benefit Plan, or (v) result in or satisfy a condition to the payment or vesting of any compensation or benefit (or any acceleration of the foregoing) that would, in combination with any other such payment, benefit, or acceleration, result in an “excess parachute payment” within the meaning of Section 280G(b) of the Code.

Section 5.16. Labor Matters.

(a) Section 5.16(a) of the Company Disclosure Schedule contains a complete and accurate list of all current employees ranking senior manager or above of the Company and its Subsidiaries as of the date hereof, which includes the following information with respect to each such employee, to the extent disclosure of such information is not prohibited by Applicable Law: (i) the employee’s name or personal identifier, (ii) the position held by the employee (and whether part- or full-time), (iii) the employee’s principal location of employment and the name of the applicable employer entity, (iv) the employee’s date of hire (and service period for the purpose of employee-related entitlements if not tied to date of hire), and (v) exempt or non-exempt status under the Fair Labor Standards Act (for Company employees located in the United States). In addition, Section 5.16(a) of the Company Disclosure Schedule separately sets forth, for each individual independent contractor currently engaged by the Company or any of its Subsidiaries, such contractor’s name and a description of the nature of his/her services. Ten (10) days prior to the Closing Date, the Company shall provide TDAC with a true, complete and accurate list with all of the information set forth above updated as of such date.

(b) Neither the Company nor any of its Subsidiaries is a party to, subject to, or in the process of entering into, any Labor Contract (whether written or unwritten) applicable to current or former Service Providers, nor are there any Service Providers represented by a works council or a labor organization or activities or proceedings of any labor union to organize any Service Providers. The consent of or consultation with, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required for the Company to enter into this Agreement or to consummate any of the transactions contemplated hereby.

(c) Except as set forth in Section 5.16(c) of the Company Disclosure Schedule, since January 1, 2024, (i) the Company and each of its Subsidiaries have been in compliance in all material respects with all Applicable Laws regarding labor and employment, including provisions thereof relating to wages, hours, collective bargaining, labor management relations, overtime, employee classification, discrimination, sexual harassment, civil rights, equal opportunity, affirmative action, work authorization, immigration, safety and health, plant closings and mass layoffs, workers compensation, continuation coverage under group health plans and wage payment, (ii) there have been no pending or, to the knowledge of the Company, complaints threatened in writing against the Company or its Subsidiaries regarding unfair labor practices before any Governmental Authority, (iii) there has been no pending or, to the knowledge of the Company, threatened (and the Company does not otherwise reasonably anticipate any), strike, labor dispute, slowdown, work stoppage or other labor stoppage with respect to the Company or any of its Subsidiaries, and (iv) neither the Company nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act of 1988 or similar Applicable Law that remains unsatisfied.

(d) Since January 1, 2024, (i) no Service Provider has, to the knowledge of the Company, made allegations of sexual harassment against (A) any current or former executive officer or director of the Company or its Subsidiaries or (B) any Company employee who, directly or indirectly, supervises at least ten (10) Service Providers, and (ii) neither the Company nor any of its Subsidiaries has entered into any settlement agreement related to sexual harassment or sexual misconduct by a Service Provider ranking senior manager or above.

Section 5.17. Taxes.

(a) All income and other material Tax Returns required to be filed by the Company or any of its Subsidiaries (taking into account applicable extensions) have been timely filed in all material respects, and all such Tax Returns are true, correct and complete in all material respects.

(b) The Company and its Subsidiaries have paid all material Taxes (whether or not shown on any Tax Return) that are due and payable by the Company and its Subsidiaries, except with respect to matters contested in good faith by appropriate proceedings and with respect to which adequate reserves have been made in accordance with IFRS.

(c) Except for Permitted Liens, there are no Liens for Taxes upon the property or assets of the Company or any of its Subsidiaries.

(d) Neither the Company nor any of its Subsidiaries has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Draft Unaudited IFRS Financial Statements, other than any liability for unpaid Taxes that has been incurred since the end of the most recent fiscal year in connection with the operation of the business of the Company and its Subsidiaries in the Ordinary Course of Business.

(e) All material amounts of Taxes required to be withheld by the Company and its Subsidiaries have been withheld and, to the extent required, have been paid over to the appropriate Governmental Authority.

(f) None of the Company or any of its Subsidiaries has received from any Governmental Authority any written notice of any threatened, proposed, or assessed deficiency for Taxes of the Company or any of its Subsidiaries, except for such deficiencies that have been satisfied by payment, settled or withdrawn. No audit or other proceeding by any Governmental Authority is in progress with respect to any Taxes due from the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any such audit or proceeding is contemplated or pending.

(g) No written claim has been made by any Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries does not pay a particular type of Tax or file a particular type of Tax Return that it is or may be required to file such type of Tax Return or pay such type of Tax in such jurisdiction.

(h) Neither the Company nor any of its Subsidiaries has a request for a private letter ruling, a request for administrative relief, a request for technical advice or a request for a change of any method of accounting pending with any Governmental Authority. Neither the Company nor any of its Subsidiaries has extended the statute of limitations for assessment, collection or other imposition of any material amount of Tax (other than pursuant to an extension of time to file a Tax Return of not more than seven (7) months obtained in the Ordinary Course of Business), which extension is currently in effect.

(i) Neither the Company nor any of its Subsidiaries is a party to or bound by any Tax sharing, indemnification or allocation agreement or other similar Contract, other than (i) any customary commercial Contracts entered into in the Ordinary Course of Business which do not primarily relate to Taxes or (ii) any such agreement solely among the Company and its Subsidiaries.

(j) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the prior two (2) years.

(k) Neither the Company nor any of its Subsidiaries has ever been a member of an Affiliated Group (other than an Affiliated Group the common parent of which is the Company or any of its Subsidiaries and which consists only of the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries has liability for the Taxes of any other Person (other than the Company and its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of Applicable Law), as transferor or successor, by Contract or otherwise (other than pursuant to any customary commercial Contract entered into in the Ordinary Course of Business which does not principally relate to Taxes).

(l) Neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of: (i) any change in method of accounting for a taxable period ending on or prior to the Closing; (ii) any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing; (iii) any installment sale or open transaction disposition made on or prior to the Closing; or (iv) any deferred revenue or prepaid amount received on or prior to the Closing outside the Ordinary Course of Business.

(m) Neither the Company nor any of its Subsidiaries has any obligation to make any payment described in Section 965(h) of the Code.

(n) Neither the Company nor any of its Subsidiaries has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2).

(o) The Company and its Subsidiaries have complied in all material respects with the conditions stipulated in each Tax Grant that the Company and its Subsidiaries have utilized.

(p) To the knowledge of the Company, there are no facts, circumstances or plans that are not specifically contemplated by this Agreement and, either alone or in combination, could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment.

(q) Neither the Company nor any of its Subsidiaries has, or since January 1, 2024, has had, a permanent establishment in any country other than the country of its organization, or is, or since January 1, 2024, has been, subject to income Tax in a jurisdiction outside the country of its organization, in each case, where it is required to file a material income Tax Return and does not file such Tax Return.

(r) The Company is in compliance in all material respects with any applicable transfer pricing laws and regulations.

(s) As of the Closing, Merger Sub 2 will have timely filed a valid IRS Form 8832 electing to be disregarded as an entity separate from the Company for U.S. federal income tax purposes effective as of the day of its formation and will not subsequently change such classification. As of the Closing, Merger Sub 1 will have timely filed a valid IRS Form 8832 electing to be treated as a corporation for U.S. federal income tax purposes effective as of the day of its formation and will not subsequently change such classification. As of immediately prior to the First Merger Effective Time and the Second Merger Effective Time, respectively, Merger Sub 1 and Merger Sub 2 shall be direct, wholly owned Subsidiaries of the Company.

Section 5.18. Insurance. Section 5.18 of the Company Disclosure Schedule sets forth a true, correct and complete list of all material policies of property, fire and casualty, product liability, workers’ compensation, and other forms of insurance held by, or for the benefit of, the Company or any of its Subsidiaries as of the date of this Agreement. True, correct and complete copies of such insurance policies, together with all amendments, modifications, or supplements thereto, have been made available to TDAC. With respect to each such insurance policy: (a) the policy is legal, valid, binding and enforceable in accordance with its terms and is in full force and effect; (b) neither the Company nor any of its Subsidiaries is in breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice), and no event has occurred which, with or without notice or the lapse of time or both, will constitute such a breach or default, or permit termination or modification, under the policy; (c) no insurer on any such policy has been declared insolvent or placed in receivership, conservatorship or liquidation; (d) no notice of cancellation, termination, non-renewal, disallowance or reduction in coverage has been received (or, to the Company’s knowledge, threatened), nor has there been any lapse in coverage since January 1, 2024; and (e) there are no claims by the Company nor any of its Subsidiaries pending under any of the insurance policies as to which coverage has been denied or disputed by the underwriters of such policies or in respect of which such underwriters have reserved their rights. Neither the Company nor any of its Subsidiaries has any material self-insurance programs. There is no fact, condition, situation or set of circumstances (including the consummation of the transactions contemplated hereby) that could reasonably be expected to result in or be the basis for any material premium increase with respect to, or material alteration of coverage under, any insurance policy. The insurance policies provide coverage to the Company and its Subsidiaries that are reasonable and appropriate considering the business of the Company and its Subsidiaries (including the Contracts to which they are bound).

Section 5.19. Real Property; Assets.

(a) Neither the Company nor any of its Subsidiaries owns or has owned any real property. Section 5.19(a) of the Company Disclosure Schedule (i) correctly describes, as of the date hereof, all real property that the Company and its Subsidiaries lease, sublease, use, license or operate and (ii) contains a complete and accurate list of Leased Real Property. The Leased Real Property constitutes all of the real property occupied or operated by the Company and its Subsidiaries in connection with their business.

(b) Each lease related to the Leased Real Property to which the Company or any of its Subsidiaries is a party is a legal, valid, binding and enforceable obligation of each of the parties thereto and is in full force and effect. The Company and its Subsidiaries has valid leasehold interests in, and enjoy undisturbed possession of, all Leased Real Property. Neither the Company nor any of its Subsidiaries is in material breach or material default under any such lease, and no condition exists which (with or without notice or lapse of time or both) would constitute a default by the Company or any of its Subsidiaries thereunder or, to the knowledge of the Company, by the other parties thereto.

(c) Neither the Company nor any of its Subsidiaries have subleased or otherwise granted any Person the right to use or occupy any Leased Real Property, which is still in effect. Neither the Company nor any of its Subsidiaries have mortgaged, deeded in trust, collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein, which is still in effect. Except for Permitted Liens, there exist no Liens affecting all or any portion of the Leased Real Property created by, through or under the Company or any of its Subsidiaries.

(d) There are no pending or, to the knowledge of the Company, threatened (i) Actions or other proceedings to take all or any portion of the Leased Real Property or any interests therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or (ii) sales or dispositions in relation to any such Action or proceeding. There is no purchase option, right of first refusal, first option or other similar right held by the Company or any of its Subsidiaries with respect to, or any real estate, building or other improvement affected by, any portion of the Leased Real Property.

(e) The Company and its Subsidiaries have good title to, or in the case of leased properties and assets, have valid leasehold interests in, all of the property and assets (whether personal, tangible or intangible) reflected on the Draft Unaudited IFRS Financial Statements or acquired by the Company and its Subsidiaries after the date of the Draft Unaudited IFRS Financial Statements, except for (i) properties, assets and rights sold since the date of the Draft Unaudited IFRS Financial Statements in the Ordinary Course of Business (or, with respect to such properties and assets sold after the date of this Agreement, as permitted pursuant to Section 7.01), (ii) where the failure to have such good title or valid leasehold interests would not be material to the Company and its Subsidiaries, taken as a whole, or (iii) Intellectual Property or Company IT Systems (which are the subject of Section 5.13). None of such property, assets and rights is subject to any Lien (other than Permitted Liens).

Section 5.20. Environmental Matters. The operations of the Company and its Subsidiaries do not involve the use, disposal or release of hazardous or toxic substances or the protection or restoration of the environment or human exposure to hazardous or toxic substances. Since January 1, 2024, neither the Company nor any of its Subsidiaries has been penalized by Governmental Authorities for violation of any Applicable Law relating to pollution or the protection of the environment.

Section 5.21. Affiliate Transactions. Except for any Company Benefit Plan (including any employment or stock appreciation rights agreements entered into in the Ordinary Course of Business by the Company or any of its Subsidiaries) or as set forth in Section 5.21 of the Company Disclosure Schedule, for the fiscal years ended December 31, 2024 and December 31, 2025, no (a) Company Shareholder holding 5% or more of the Company Common Shares (on an as-converted basis), (b) former or current director, officer, manager of the Company or any of its Subsidiaries or (c) any Affiliate or “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Securities Exchange Act of 1934), of any Person described in the foregoing clauses (a) or (b), in each case, other than the Company or any of its Subsidiaries (each a “Related Party”), is (i) a party to any Contract or business arrangement with the Company or any of its Subsidiaries, (ii) provides any services to, or is owed any money by or owes any money to, or has any claim or right against, the Company or any of its Subsidiaries (other than, in each case, compensation for services performed by a Person as director, officer, service provider or employee of the Company or any of its Subsidiaries and amounts reimbursable for routine travel and other business expenses in the Ordinary Course of Business), or (iii) directly or indirectly owns, or otherwise has any right, title or interest in, to or under, any tangible or intangible property, asset, or right that is, has been, or is currently planned to be used by the Company or any of its Subsidiaries (the Contracts, relationships, or transactions described in clauses (i) through (iii), the “Affiliate Transactions”).

Section 5.22. Vendors. Section 5.22 of the Company Disclosure Schedule contains a complete and accurate list or description of  the Top 5 Vendors, and the amount of consideration paid to such suppliers for such period. Except as disclosed in Section 5.22 of the Company Disclosure Schedule, since December 31, 2025, no Top 5 Vendor has cancelled, terminated, reduced or altered (including any material reduction in the rate or amount of sales or purchases or material increase in the prices charged or paid, as the case may be) its business relationship with the Company or any of its Subsidiaries, and the Company has not received written or, to the knowledge of the Company, oral notice from any of the Top 5 Vendors stating the intention of such Person to do so.

Section 5.23. Customers. Section 5.23 of the Company Disclosure Schedule contains a complete and accurate list or description of the Top 5 Customers, and the amount of consideration paid by such customers for such period. Except as disclosed in Section 5.23 of the Company Disclosure Schedule, since December 31, 2025, no Top 5 Customer has cancelled, terminated, reduced or altered (including any material reduction in the rate or amount of purchases, as the case may be) its business relationship with the Company or any of its Subsidiaries, and the Company has not received written or, to the knowledge of the Company, oral notice from any of the Top 5 Customers stating the intention of such Person to do so.

Section 5.24. Certain Business Practices; Anti-Corruption.

(a) The Company and its Subsidiaries, and each of the Company’s and its Subsidiaries’ respective officers, directors, and, to the knowledge of the Company, employees (other than officers and directors), agents, representatives or other Persons acting on its behalf, have complied with, are and will be in compliance with Anti-Corruption Laws.

(b) Neither the Company nor any of its Subsidiaries, nor any of the Company’s or its Subsidiaries’ respective officers, directors, or, to the knowledge of the Company, any employees (other than officers and directors), agents, representatives or other Persons acting on behalf of the Company or its Subsidiaries, (i) has offered, promised, given or authorized the giving of money or anything else of value, whether directly or through another Person, to (A) any Government Official or (B) any other Person with the knowledge that all or any portion of the money or thing of value will be offered or given to a Government Official, in each of the foregoing clauses (A) and (B) for the purpose of influencing any action or decision of the Government Official in his or her official capacity, including a decision to fail to perform his or her official duties, inducing the Government Official to use his or her influence with any Governmental Authority to affect or influence any official act, or otherwise obtaining an improper advantage; or (ii) has made or will make or authorize any other Person to make any payments or transfers of value which have the purpose or effect of commercial bribery, or acceptance or acquiescence in kickbacks or other unlawful or improper means of obtaining or retaining business. For purposes of the foregoing clauses (A) and (B), a Person shall be deemed to have “knowledge” with respect to conduct, circumstances or results if such Person is aware of (i) the existence of or (ii) a high probability of the existence of such conduct, circumstances or results.

(c) The Company and each of its Subsidiaries have in place policies, procedures and controls that are reasonably designed to promote and ensure compliance with Anti-Corruption Laws.

(d) Since January 1, 2024, neither the Company nor any of its Subsidiaries’ respective beneficial owners, officers, or directors is or has been a Government Official or a close family member of a Government Official.

(e) Neither the Company nor any of its Subsidiaries, nor any of the Company’s or its Subsidiaries’ directors, officers, nor, to the knowledge of the Company, any of the Company’s Affiliates, employees (other than officers and directors), agents or representatives or other Persons acting on its behalf, is, or is owned or controlled by one or more Persons that are: (i) the subject of any sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control or the U.S. Department of State, the United Nations Security Council, the European Union, or other relevant sanctions authority (collectively, “Sanctions”); or (ii) located, organized or resident in a country or territory that is the subject of comprehensive Sanctions (i.e., at the time of this Agreement, Cuba, Iran, North Korea, and the Crimea, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic regions of Ukraine). Neither the Company nor any of its Subsidiaries has, in the past two (2) years, conducted business with any Person or entity, or any of its respective officers, directors, employees, agents, representatives or other Persons acting on its behalf, that is (i) the subject of any Sanctions, or (ii) located, organized or resident in a country or territory that is the subject of comprehensive Sanctions (i.e., at the time of this Agreement, Cuba, Iran, North Korea, and the Crimea, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic regions of Ukraine), in either case in violation of the Sanctions.

(f) The operations of the Company and each of its Subsidiaries are and have been conducted at all times in the past two (2) years in compliance with all applicable financial recordkeeping and reporting requirements in all material respects, including those of the applicable anti-money laundering statutes of jurisdictions where the Company and its Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Anti-Money Laundering Laws”), and no Action involving the Company or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the Company’s knowledge, threatened.

Section 5.25. Registration Statement and Proxy Statement. On the date of any filing pursuant to Rule 424(b), the date the Proxy Statement is first mailed to TDAC Shareholders, and at the time of the TDAC Extraordinary General Meeting, assuming the disclosures of TDAC and its Affiliates contained in the Registration Statement and Proxy Statement (together with any amendments or supplements thereto) are true, correct and complete, none of the information furnished by or on behalf of the Company or the Acquisition Entities in writing specifically for inclusion in the Registration Statement or Proxy Statement will include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All documents that the Company or any Acquisition Entity is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Section 5.26. Brokers’ Fees. Section 5.26 of the Company Disclosure Schedule sets forth each broker, finder, investment banker, intermediary or other Person that is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by the Company, any of its Subsidiaries or any of their Affiliates.

Section 5.27. No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 5, and the representations and warranties as may be provided in the Ancillary Agreements, neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or thereby to TDAC. Neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to TDAC or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company and the Acquisition Entities to TDAC in this Article 5 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company and the Acquisition Entities in this Article 5 and as may be provided in the Ancillary Agreements. The Company and the Acquisition Entities acknowledge and agree that, except for the representations and warranties contained in Article 6 or the Ancillary Agreements, neither TDAC nor any of its Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding TDAC or the transactions contemplated hereunder or thereunder, including in respect of TDAC, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information not expressly set forth in Article 6 or the Ancillary Agreements. None of the Company and the Acquisition Entities is relying on any representations or warranties other than those representations or warranties set forth in Article 6 or the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 5.27 shall limit TDAC’s remedies in the event of fraud.

ARTICLE 6
Representations and Warranties of TDAC

Except as set forth in the TDAC Disclosure Schedule (subject to Section 12.15) or in any publicly available SEC Document filed by TDAC at least two (2) Business Days before the date of this Agreement (other than disclosures in the “Risk Factors” or “Forward Looking Statements” of any such SEC Document and other disclosures to the extent that such disclosure is predictive or forward-looking in nature, except for any specific factual information contained therein, which shall not be excluded), TDAC represents and warrants to the Company as of the date hereof and as of the Closing as follows:

Section 6.01. Corporate Existence and Power.

(a) TDAC is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, and has all requisite corporate or similar organizational power and authority to own or lease its properties and to conduct its business as it is now being conducted.

(b) A true and complete copy of the TDAC Governing Document has been made available by TDAC to the Company. The TDAC Governing Document is in full force and effect and TDAC is not in violation of any of the provisions thereof.

(c) TDAC is duly licensed or qualified and, where applicable, in good standing as a foreign company or other entity in each jurisdiction in which the ownership or lease of its 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 would not reasonably be expected to have a TDAC Material Adverse Effect.

Section 6.02. Corporate Authorization.

(a) TDAC has all requisite corporate or similar organizational power and authority to execute and deliver this Agreement and each Ancillary Agreement to which TDAC is (or is specified to be) a party and to perform all obligations to be performed by it hereunder and thereunder. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which TDAC is (or is specified to be) a party, and the consummation of the Transactions, have been duly and validly authorized and approved by the board of directors of TDAC, and no other corporate or similar organizational action on the part of TDAC or any holders of any Equity Securities of TDAC is necessary to authorize the execution and delivery by TDAC of this Agreement or the Ancillary Agreements to which TDAC is (or is specified to be) a party, the performance by TDAC of its obligations hereunder and thereunder and the consummation of the Transactions, other than the TDAC Shareholder Approval. This Agreement has been duly and validly executed and delivered by TDAC and, assuming this Agreement constitutes a legal, valid and binding obligation of the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of TDAC, enforceable against TDAC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Each Ancillary Agreement to which TDAC is (or is specified to be) a party, when executed and delivered by TDAC, will be duly and validly executed and delivered by TDAC, and, assuming such Ancillary Agreement constitutes a legal, valid and binding obligation of the other parties thereto, will constitute a legal, valid and binding obligation of TDAC, enforceable against TDAC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(b) The TDAC Shareholder Approval is the only vote of any of TDAC’s shareholders necessary in connection with the entry into this Agreement by TDAC, and the consummation of the transactions contemplated hereby, including the Closing.

(c) At a meeting duly called and held, the board of directors of TDAC has unanimously: (i) approved this Agreement and the transactions contemplated by this Agreement; (ii) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of TDAC’s shareholders; (iii) determined that the fair market value of the Company is equal to at least 80% of the Trust Account, as applicable; (iv) approved the transactions contemplated by this Agreement as a Business Combination; and (v) resolved to recommend to the Pre-Closing TDAC Holders approval of the transactions contemplated by this Agreement (the “TDAC Board Recommendation”).

Section 6.03. Governmental Authorizations; Consents. Assuming the representations and warranties of the Company contained in this Agreement are true, correct and complete, no consent, approval or authorization of, or designation, declaration, filing, notice or action with, any Governmental Authority or other Person is required on the part of TDAC with respect to TDAC’s execution, delivery and performance of this Agreement or any Ancillary Agreement to which TDAC is (or is specified to be) a party or the consummation of the Transactions, except for (a) the filing of the First Plan of Merger, the Second Plan of Merger and related documentation with the Cayman Islands Registrar of Companies and the publication of notification of the Mergers in the Cayman Islands Government Gazette in accordance with the Cayman Islands Companies Act, (b) the declaration of effectiveness of the Registration Statement and the Proxy Statement by the SEC, (c) the TDAC Shareholder Approval, or (d) any consents, approvals, authorizations, designations, filings, notices or actions, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to TDAC.

Section 6.04. Noncontravention. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which TDAC is (or is specified to be) a party by TDAC and the consummation of the Transactions do not and will not (a) contravene, conflict with or violate any provision of, or result in the breach of, any Applicable Law, or the TDAC Governing Document, (b) assuming the receipt of the consents, approvals, authorizations and other requirements set forth in Section 6.03, conflict with, violate or result in a breach of any term, condition or provision of any material Contract to which TDAC is a party or by which TDAC is bound, or terminate or result in a default under, or require any consent, notice or other action by any Person under (with or without notice or lapse of time, or both) or the loss of any right under, or create any right of termination, acceleration or cancellation of any such material Contract, or (c) result in the creation of any Lien (except for Permitted Liens) upon any of the properties or assets of TDAC or constitute an event which, after notice or lapse of time or both, would reasonably be expected to result in any such violation, breach, termination or creation of a Lien, except in each case of clauses (a), (b) and (c) above to the extent that the occurrence of each of the foregoing would not reasonably be expected to have a TDAC Material Adverse Effect.

Section 6.05. Litigation and Proceedings. There are no Actions pending before or by any Governmental Authority or, to the knowledge of TDAC, threatened, against TDAC or, to the knowledge of TDAC, any of its directors in their capacity as such, that, in each case, would reasonably be expected to be, individually or in the aggregate, material to TDAC or which in any manner challenges or seeks to prevent or enjoin the transactions contemplated hereby. There is no unsatisfied judgment or any open injunction binding upon TDAC.

Section 6.06. TDAC Capitalization.

(a) As of the date hereof, the authorized share capital of TDAC consists of  (i) 100,000,000 TDAC Class A Ordinary Shares, of which 17,250,000 TDAC Class A Ordinary Shares are issued and outstanding (assuming the full separation of the TDAC Units), (ii) 10,000,000 TDAC Class B Ordinary Shares, of which 4,657,500 TDAC Class B Ordinary Shares are issued and outstanding, and (iii) 1,000,000 preference shares of TDAC, par value $0.0001 per share, of which no preference shares are issued and outstanding. As of the date hereof, there are 8,625,000 issued and outstanding TDAC Warrants that were created in connection to the original 17,250,000 TDAC Class A Ordinary Units, which will entitle the holders thereof to purchase TDAC Class A Ordinary Shares at an exercise price of $11.50 per share on the terms and conditions set forth in the applicable warrant agreement. As of the date hereof, there are 7,075,000 private placement warrants which upon the consummation of a Business Combination will entitle the holders thereof to purchase TDAC Class A Ordinary Shares at an exercise price of $11.50 per share on the terms and conditions set forth in the applicable warrant agreement. All of the issued and outstanding TDAC Ordinary Shares (i) have been duly authorized and validly issued and are fully paid and non-assessable and are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal or similar rights, and (ii) are free and clear of all Liens and other restrictions (including any restriction on the right to vote, sell or otherwise dispose of such Equity Securities).

(b) Except for TDAC Ordinary Shares and TDAC Warrants as set forth in Section 6.06(a), there are no Equity Securities of TDAC. Other than the TDAC Shareholder Redemption Right, there are no outstanding contractual obligations of TDAC to repurchase, redeem or otherwise acquire any Equity Securities of TDAC.

Section 6.07. Undisclosed Liabilities. There is no material liability, debt or obligation of TDAC, except for liabilities, debts and obligations (i) reflected or reserved for on TDAC’s balance sheet for the fiscal year ended December 31, 2025 as reported on Form 10-K or disclosed in the notes thereto, (ii) that have arisen since December 31, 2025 in the ordinary course of the operation of business of TDAC or (iii) incurred in connection with the Transactions.

Section 6.08. TDAC SEC Documents; Controls.

(a) Since December 23, 2024, TDAC has timely filed or furnished with the SEC all forms, reports, schedules and statements required to be filed or furnished under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such forms, reports, schedules, and statements other than the Proxy Statement and the Registration Statement, the “SEC Documents”). As of their respective filing (or furnishing) dates, each of the SEC Documents, as amended (including all exhibits and schedules and documents incorporated by reference therein), complied in all materials respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Documents, and none of the SEC Documents contained, when filed or, if amended prior to the date hereof, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the SEC Documents are the subject of ongoing SEC review or outstanding SEC comment and, to TDAC’s knowledge, neither the SEC nor any other Governmental Authority is conducting any investigation or review of any SEC Document. No written notice of any SEC review or investigation of TDAC or the SEC Documents has been received by TDAC.

(b) The financial statements of TDAC included in the SEC Documents, including all notes and schedules thereto, complied in all material respects when filed, or if amended prior to the date hereof, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except as may be indicated in the notes thereto, or in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with the applicable requirements of GAAP (except as may be indicated in the notes thereto, subject, in the case of the unaudited statements, to normal year-end audit adjustments that are not material) the financial position of TDAC, as of their respective dates, and the results of operations and cash flows of TDAC, for the periods presented therein.

(c) TDAC has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act and the listing standards of Nasdaq). TDAC’s disclosure controls and procedures are (i) designed to provide reasonable assurance regarding the reliability of TDAC’s financial reporting and the preparation of financial statements for external purposes in material conformity with GAAP and (ii) reasonably designed to ensure that material information relating to TDAC is accumulated and communicated to TDAC’s management as appropriate. Since TDAC’s formation, there have been no significant deficiencies or material weakness in TDAC’s internal control over financial reporting (whether or not remediated) and no change in TDAC’s control over financial reporting that has materially affected, or is reasonably likely to materially affect, TDAC’s internal control over financial reporting.

Section 6.09. Listing. The issued and outstanding TDAC Units, TDAC Class A Ordinary Shares and TDAC Warrants issued as part of the TDAC Units are each registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbols “TDACU,” “TDAC” and “TDACW” respectively. As of the date hereof, TDAC is in compliance with the rules of Nasdaq and there is no Action pending, or to the knowledge of TDAC, threatened against TDAC by Nasdaq or the SEC with respect to any intention by such entity to deregister any TDAC Ordinary Shares or prohibit or terminate the listing of any TDAC Ordinary Shares on Nasdaq. TDAC has not taken any action in an attempt to terminate the registration of TDAC Units, TDAC Ordinary Shares or TDAC Warrants under the Exchange Act except as contemplated by this Agreement.

Section 6.10. Registration Statement and Proxy Statement. On the date of any filing pursuant to Rule 424(b), the date the Proxy Statement is first mailed to TDAC Shareholders, and at the time of the TDAC Extraordinary General Meeting, assuming the disclosures of the Company and its Subsidiaries and Affiliates contained in the Registration Statement and Proxy Statement (together with any amendments or supplements thereto) are true, correct and complete, none of the information furnished by or on behalf of TDAC in writing specifically for inclusion in the Registration Statement or Proxy Statement will include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All documents that TDAC is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Section 6.11. Trust Account. As of the date of this Agreement, TDAC has (and, assuming no holders of TDAC Ordinary Shares exercise the TDAC Shareholder Redemption Right, will have immediately prior to the Closing) at least $172,500,000 in the Trust Account, with such funds invested in United States Government securities meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of TDAC and the Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and (except for the Trust Agreement) there are no agreements, contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the Prospectus to be inaccurate in any material respect or (b) entitle any Person (other than (x) holders of TDAC Ordinary Shares who shall have exercised their TDAC Shareholder Redemption Right and (y) any underwriters in connection with TDAC’s initial public offering which may be entitled to deferred underwriting discounts and commissions specified in the Prospectus) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except (i) to pay Taxes from any interest income earned in the Trust Account and (ii) to redeem TDAC Class A Ordinary Shares pursuant to the TDAC Shareholder Redemption Right. TDAC has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the knowledge of TDAC, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. There are no Actions pending or, to the knowledge of TDAC, threatened with respect to the Trust Account.

Section 6.12. Absence of Certain Changes. Since its formation through the date of this Agreement, TDAC has not (a) conducted business other than its formation, the public offering of its securities (and the related private offerings), public reporting and its search for an initial Business Combination as described in the Prospectus (including the investigation of the Company and its Subsidiaries and the negotiation and execution of this Agreement) and related activities and (b) been subject to a TDAC Material Adverse Effect. Except as set forth in TDAC’s SEC reports filed prior to the date of this Agreement, and except as contemplated by this Agreement, since December 31, 2025 through the date of this Agreement, there has not been any action taken or agreed upon by TDAC that would be prohibited by Section 8.01 if such action were taken on or after the date hereof without the consent of the Company.

Section 6.13. Compliance with Laws; Permits. TDAC and each of its officers, directors and employees are, and since its date of formation have been, in compliance with all Applicable Laws in all material respects. Since TDAC’s date of formation, (a) TDAC has not been subjected to, or received any notification from, any Governmental Authority of a violation of any Applicable Law or any investigation by a Governmental Authority for actual or alleged violation of any Applicable Law, (b) to the knowledge of TDAC, no claims have been filed against TDAC with any Governmental Authority alleging any material failure by TDAC to comply with any Applicable Law, and (c) TDAC has not made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any Applicable Law.

Section 6.14. Contracts. Other than this Agreement, the Ancillary Agreements or any Contracts that are exhibits to the SEC Documents, there are no Contracts to which TDAC is a party or by which TDAC’s properties or assets may be bound, subject or affected, which (a) creates or imposes a liability greater than $50,000, (b) may not be cancelled by TDAC on less than sixty (60) days’ prior notice without payment of a material penalty or termination fee or (c) prohibits, prevents, restricts or impairs in any material respect any business practice of TDAC as its business is currently conducted, any acquisition of material property by TDAC, or restricts in any material respect the ability of TDAC from engaging in business as currently conducted by it or from competing with any other Person (each such contract, a “TDAC Material Contract”). All TDAC Material Contracts have been made available to the Company.

Section 6.15. Employees and Employee Benefits Plans. TDAC does not (a) have any paid employees or (b) maintain, sponsor, contribute to or otherwise have any liability under any employee benefit plans. Neither the execution and delivery of this Agreement or the other Ancillary Agreements nor the consummation of the transactions contemplated by this Agreement will: (a) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of TDAC; or (b) result in the acceleration of the time of payment or vesting of any such benefits. Other than reimbursement of any out-of-pocket expenses incurred by TDAC’s officers and directors in connection with activities on TDAC’s behalf in an aggregate amount not in excess of the amount of cash held by TDAC outside of the Trust Account (exclusive of the proceeds from the PIPE Investments), TDAC has no unsatisfied material liability with respect to any officer or director.

Section 6.16. Properties. TDAC does not own, license or otherwise have any right, title or interest in any material Intellectual Property (other than trademarks to its name). TDAC does not own, or otherwise have an interest in, any real property, including under any real property lease, sublease, space sharing, license or other occupancy agreement.

Section 6.17. Affiliate Transactions. Except for equity ownership or employment relationships (including any employment or similar Contract) expressly contemplated by this Agreement, any non-disclosure or confidentiality Contract entered into in connection with the “wall-crossing” of TDAC Shareholders, any Ancillary Agreement or any Contract that is an exhibit to the SEC Documents or described therein, (a) there are no transactions or Contracts, or series of related transactions or Contracts, between TDAC, on the one hand, and any of the present or former directors, officers, employees, shareholders or warrant holders or Affiliates of TDAC, Sponsor, any beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of 5% or more of the TDAC Ordinary Shares or, to the knowledge of TDAC, any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, nor is any Indebtedness owed by or to TDAC, on the one hand, to or by Sponsor or any such director, officer, employee, shareholder, warrant holder, Affiliate, beneficial owner, associate or immediate family member, on the other hand, and (b) none of the present or former directors or officers of TDAC, Sponsor, any beneficial owner of 5% or more of the TDAC Ordinary Shares or, to the knowledge of TDAC, their respective “associates” or “immediate family members” owns directly or indirectly in whole or in part, or has any other material interest in, (i) any material tangible or real property that TDAC uses, owns or leases (other than through any Equity Securities of TDAC) or (ii) any customer, vendor or other material business relation of TDAC or Sponsor.

Section 6.18. Taxes.

(a) All income and other material Tax Returns required to be filed by TDAC (taking into account applicable extensions) have been timely filed in all material respects, and all such Tax Returns are true, correct and complete in all material respects.

(b) TDAC has paid all material Taxes (whether or not shown on any Tax Return) that are due and payable by TDAC, except with respect to matters contested in good faith by appropriate proceedings and with respect to which adequate reserves have been made in accordance with GAAP.

(c) Except for Permitted Liens, there are no Liens for Taxes upon the property or assets of TDAC.

(d) TDAC does not have any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the financial statements of TDAC included in the SEC Documents, other than any liability for unpaid Taxes that has been incurred since the end of the most recent fiscal year in the Ordinary Course of Business.

(e) All material amounts of Taxes required to be withheld by TDAC have been withheld and, to the extent required, have been paid over to the appropriate Governmental Authority.

(f) TDAC has not received from any Governmental Authority written notice of any threatened, proposed, or assessed deficiency for Taxes of TDAC, except for such deficiencies that have been satisfied by payment, settled or withdrawn. No audit or other proceeding by any Governmental Authority is in progress with respect to any Taxes due from TDAC, and TDAC has not received written notice from any Governmental Authority that any such audit or proceeding is contemplated or pending.

(g) No written claim has been made by any Governmental Authority in a jurisdiction where TDAC does not pay a particular type of Tax or file a particular type of Tax Return that it is or may be required to file such type of Tax Return or pay such type of Tax in such jurisdiction.

(h) TDAC does not have a request for a private letter ruling, a request for administrative relief, a request for technical advice or a request for a change of any method of accounting pending with any Governmental Authority. TDAC has not extended the statute of limitations for assessment, collection or other imposition of any material amount of Tax (other than pursuant to an extension of time to file a Tax Return of not more than seven months obtained in the Ordinary Course of Business), which extension is currently in effect.

(i) TDAC is not a party to or bound by any Tax sharing, indemnification or allocation agreement or other similar Contract, other than any customary commercial Contracts entered into in the Ordinary Course of Business which do not primarily relate to Taxes.

(j) TDAC has not constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the prior two (2) years.

(k) TDAC has never been a member of an Affiliated Group. TDAC does not have liability for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of Applicable Law), as transferor or successor, by Contract or otherwise (other than pursuant to any customary commercial Contract entered into in the Ordinary Course of Business which does not principally relate to Taxes).

(l) TDAC will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of: (i) any change in method of accounting for a taxable period ending on or prior to the Closing; (ii) any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing; (iii) any installment sale or open transaction disposition made on or prior to the Closing; or (iv) any prepaid amount received on or prior to the Closing outside the Ordinary Course of Business.

(m) TDAC does not have any obligation to make any payment described in Section 965(h) of the Code.

(n) TDAC has not been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2).

(o) TDAC has complied in all material respects with the conditions stipulated in each Tax Grant that TDAC has utilized.

(p) To the knowledge of TDAC, there are no facts, circumstances or plans that are not specifically contemplated by this Agreement and that, either alone or in combination, could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment.

(q) TDAC does not have, and since its incorporation has not had, a permanent establishment in any country other than the country of its organization, and is not, and since its incorporation has not been, subject to income Tax in a jurisdiction outside the country of its organization, in each case, where it is required to file a material income Tax Return and does not file such Tax Return.

(r) TDAC is in compliance in all material respects with any applicable transfer pricing laws and regulations.

Section 6.19. [Reserved]

Section 6.20. Certain Business Practices; Anti-Corruption.

(a) TDAC and its Affiliates, officers, directors, managers, employees, and, to the knowledge of TDAC, all agents, representatives or other Persons acting on behalf of TDAC, have complied with and are in compliance in all respects with Anti-Corruption Laws.

(b) Neither TDAC nor any of TDAC’s Affiliates, officers, directors, managers, employees, or, to the knowledge of TDAC, any agents, representatives or other Persons acting on behalf of TDAC, (i) has offered, promised, given or authorized the giving of money or anything else of value, whether directly or through another Person, to (A) any Government Official or (B) any other Person with the knowledge that all or any portion of the money or thing of value will be offered or given to a Government Official, in each of the foregoing clauses (A) and (B) for the purpose of influencing any action or decision of the Government Official in his or her official capacity, including a decision to fail to perform his or her official duties, inducing the Government Official to use his or her influence with any Governmental Authority to affect or influence any official act, or otherwise obtaining an improper advantage; or (ii) has made or will make or authorize any other Person to make any payments or transfers of value which have the purpose or effect of commercial bribery, or acceptance or acquiescence in kickbacks or other unlawful or improper means of obtaining or retaining business. For purposes of the foregoing clauses (A) and (B), a Person shall be deemed to have “knowledge” with respect to conduct, circumstances or results if such Person is aware of (i) the existence of or (ii) a high probability of the existence of such conduct, circumstances or results.

(c) TDAC has in place policies, procedures and controls that are reasonably designed to promote and ensure compliance with Anti-Corruption Laws.

(d) Neither TDAC, nor, to the knowledge of TDAC, any of TDAC’s Affiliates or any of its or their directors, officers, employees, agents or representatives, is, or is owned or controlled by one or more Persons that are: (i) the subject of any Sanctions or (ii) located, organized or resident in a country or territory that is the subject of comprehensive Sanctions (i.e., at the time of this Agreement, Cuba, Iran, North Korea, and the Crimea, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic regions of Ukraine). TDAC has not conducted business with any Person or entity, or any of its respective officers, directors, employees, agents, representatives or other Persons acting on its behalf, that is (i) the subject of any Sanctions, or (ii) located, organized or resident in a country or territory that is the subject of comprehensive Sanctions (i.e., at the time of this Agreement, Cuba, Iran, North Korea, and the Crimea, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic regions of Ukraine), in either case in violation of the Sanctions.

(e) The operations of TDAC are and have been conducted at all times in material compliance with all Anti-Money Laundering Laws.

Section 6.21. Independent Investigation. TDAC and its Affiliates and their respective representatives have conducted their own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Company and its Subsidiaries, and TDAC acknowledges that it and they have been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Company and its Subsidiaries for such purpose. TDAC acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated herein, it has relied solely upon its own investigation and the express representations and warranties of the Company set forth in Article 5 (including the related portions of the Company Disclosure Schedule) or of the Company or Company Shareholders set forth in the Ancillary Agreements; and (b) none of the Company, its Subsidiaries and Affiliates and their respective representatives have made any express or implied representation or warranty as to the Company and its Subsidiaries, or this Agreement, except as expressly set forth in Article 5 (including the related portions of the Company Disclosure Schedule) or in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.21 shall limit TDAC’s remedies in the event of fraud.

Section 6.22. Brokers’ Fees. Except fees described on Section 6.22 of the TDAC Disclosure Schedule, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by TDAC or any of its Affiliates.

Section 6.23. No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this Article 6, and the representations and warranties as may be provided in the Ancillary Agreements, neither TDAC nor any of its directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or thereby to the Company or any Company Shareholder. Neither TDAC nor any of its directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any information regarding TDAC or otherwise, except for the representations and warranties made by TDAC to the Company in this Article 6 and the representations and warranties as may be provided in the Ancillary Agreements. TDAC hereby expressly disclaims any representations or warranties other than those expressly given by TDAC in this Article 6 and as may be provided in the Ancillary Agreements. TDAC acknowledges and agrees that, except for the representations and warranties contained in Article 5 or the Ancillary Agreements, none of the Company or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company or the transactions contemplated hereunder or thereunder, including in respect of the Company, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in Article 5 or the Ancillary Agreements. TDAC is not relying on any representations or warranties other than those representations or warranties set forth in Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this Section 6.23 shall limit the Company’s remedies in the event of fraud.

ARTICLE 7
Covenants of the Company

Section 7.01. Conduct of Business. From the date of this Agreement until the Closing Date (the “Interim Period”), the Company shall, and shall cause its Subsidiaries to, except as set forth on Section 7.01 of the Company Disclosure Schedule, as expressly required by this Agreement, as consented to by TDAC in writing (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that, TDAC shall be deemed to have consented if TDAC does not object or request further information with respect to such Company Request in writing (which objection or request shall be made via email) within forty-eight (48) hours after a written request for such consent is delivered (which delivery shall be made via email) to Michael B. Hoffman ([email protected]) and Avanindra C. Das at ([email protected]) by the Company (a “Company Request”)) or as required by Applicable Law, use commercially reasonable efforts to operate its business only in the Ordinary Course of Business, including using reasonable efforts to (i) preserve the business of the Company, (ii) make payments of accounts payable (except to the extent being contested in good faith by appropriate Actions) and conduct collection of accounts receivable in the Ordinary Course of Business, (iii) maintain the existing material business relationships of the Company and (iv) not to:

(a) change, amend or propose to amend the memorandum and articles of association or other organizational documents of the Company or any of its Subsidiaries (other than as expressly contemplated by this Agreement and the Ancillary Agreements);

(b) directly or indirectly adjust, split, combine, subdivide, issue, pledge, deliver, award, grant, redeem, purchase or otherwise acquire or sell, or authorize or propose the issuance, pledge, delivery, award, grant or sale (including the grant of any encumbrances) of, any Equity Securities of the Company, including any Company Common Shares and Company Preferred Shares but excluding Company Options, Company Founder Warrants, or any Equity Securities of any of the Subsidiaries of the Company, other than the following which are set forth on Schedule 7.01(b) - grant of Company Options as contemplated by the Company Equity Incentive Plan, the Company Founder Warrants or as contemplated by this Agreement and the Ancillary Agreements;

(c) take any action that would constitute or result in Leakage (other than Permitted Leakage);

(d) other than (i) in the Ordinary Course of Business or (ii) to comply with or perform obligations under the French Subsidy Contract, the Collaboration Contracts or any Contract relating to the Dunkirk Plant, (x) modify, voluntarily terminate, permit to lapse, waive, or fail to enforce any material right or remedy under any Significant Contract or (y) materially amend, extend or renew any Significant Contract;

(e) except as required by the terms of the Company Benefit Plans in effect on the date hereof and as made available to TDAC, (i) grant any severance, retention or termination pay to, or enter into or amend any retention, termination, employment, consulting, bonus, change in control or severance agreement with any Service Provider with an annual base salary or wage rate of $500,000 or more, (ii) increase the compensation or benefits provided to any Service Provider other than in the Ordinary Course of Business for employees with an annual base salary or wage rate of $500,000 or less, (iii) grant any equity or equity-based awards to, or discretionarily accelerate the vesting or payment of any such awards held by, any Service Provider, (iv) establish, adopt, enter into, amend, or terminate any Company Benefit Plan or Labor Contract or (v) (x) hire any employees with an annual base salary or wage rate of $600,000 or more other than to fill vacancies arising due to terminations of employment of employees following the date hereof or (y) terminate the employment of any employees other than for cause after consultation with TDAC;

(f) acquire (whether by merger or consolidation or the purchase of a substantial portion of the equity in or assets of or otherwise) any other Person;

(g) (i) repurchase, prepay, redeem or incur, create, assume or otherwise become liable for Indebtedness of over $2,000,000 in the aggregate, including by way of a guarantee or an issuance or sale of debt securities, or issue or sell options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, enter into any “keep well” or other Contract to maintain any financial statement or similar condition of another Person, or enter into any arrangement having the economic effect of any of the foregoing, (ii) make any loans, advances or capital contributions to, or investments in, any other Person other than another direct or indirect wholly owned Subsidiary of the Company and other than loans and advances to directors, officers and employees in the Ordinary Course of Business or under the terms of existing Company Benefit Plans, (iii) cancel or forgive any material debts or other material amounts owed to the Company or any of its Subsidiaries or (iv) commit to do any of the foregoing;

(h) (i) fail to timely pay all material Taxes that become due and payable, (ii) make or change any material Tax election (including, for the avoidance of doubt, any entity classification election with respect to Merger Sub 1 or Merger Sub 2), (iii) take or fail to take any action that would reasonably be expected to prevent, impair or impede the Intended Tax Treatment except as required by Applicable Law, (iv) adopt or change any material Tax accounting method except as required by Applicable Law, (v) settle or compromise any material Tax liability, claim or assessment, (vi) enter into any closing agreement within the meaning of Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Law), (vii) enter into any Tax sharing or similar agreement, (viii) enter into any material agreement with a Taxing Authority with respect to Taxes, (ix) consent to any extension or waiver of the statute of limitations regarding any material amount of Taxes, or (x) amend any Tax Return in any material respect unless required by Applicable Law;

(i) except for non-exclusive licenses granted in the Ordinary Course of Business, assign, transfer or dispose of, license, abandon, sell, lease, sublicense, modify, terminate, permit to lapse, create or incur any Lien (other than a Permitted Lien) on, or otherwise fail to take any action necessary to maintain, enforce or protect any material Owned Intellectual Property;

(j) (i) commence, discharge, settle, compromise, satisfy or consent to any entry of any judgment with respect to any pending or threatened Action that would reasonably be expected to (A) result in any material restriction on the Company or any of its Subsidiaries, (B) result in a payment of greater than $4,000,000 individually or $6,000,000 in the aggregate or (C) involve any equitable remedies or admission of wrongdoing, or (ii) other than in the Ordinary Course of Business, waive, release or assign any claims or rights of the Company and any of its Subsidiaries;

(k) sell, lease, license, sublicense, exchange, mortgage, pledge, create any Liens (other than Permitted Liens) on, transfer or otherwise dispose of, or agree to sell, lease, license, sublicense, exchange, mortgage, pledge, transfer or otherwise create any Liens (other than Permitted Liens) on or dispose of, any material tangible or intangible assets, properties, securities, or interests of the Company or any of its Subsidiaries (other than Intellectual Property, which is addressed in Section 7.01(i));

(l) merge or consolidate itself or any of its Subsidiaries with any Person, restructure, reorganize or completely or partially liquidate or dissolve, or adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of, the Company or any of its Subsidiaries;

(m) make any material change in financial accounting methods, principles or practices of the Company and its Subsidiaries, except insofar as may have been required by a change in IFRS or Applicable Law and regulations or guidance of any Governmental Authority, to obtain compliance with PCAOB auditing standards or otherwise required by this Agreement;

(n) permit any insurance policy listed in Section 5.18 of the Company Disclosure Schedule to be canceled or terminated in a manner that would be adverse or detrimental to the Company or its business, other than if, in connection with such cancellation or termination, a replacement policy having comparable deductions and providing coverage substantially similar to the coverage under the lapsed policy for substantially similar premiums or less is in full force and effect;

(o) change, in any material respect, (i) the cash management practices of the Company and its Subsidiaries or (ii) the policies, practices and procedures of the Company and its Subsidiaries with respect to collection of accounts receivable and establishment of reserves for uncollectible accounts;

(p) except for capital expenditures in the Company’s capital expenditure budgets for fiscal year 2026 (true and complete copies of which has been provided to TDAC prior to the date of this Agreement), make any commitments for capital expenditures or incur any liabilities by the Company or any of its Subsidiaries in respect of capital expenditures, in either case that would reasonably be expected to require payments during fiscal year 2026 in excess of $1,000,000 in the aggregate;

(q) materially amend, modify or terminate any material Permit, other than routine renewals, or fail to maintain or timely obtain any Permit that is material to the ongoing operations of the Company and its Subsidiaries; or

(r) enter into any agreement to do any action prohibited under this Section 7.01.

Nothing contained in this Section 7.01 shall give to TDAC, directly or indirectly, the right to control or direct the ordinary course of business operations of the Company prior to the Closing. Prior to the Closing, each of TDAC and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations, as required by Applicable Law.

Section 7.02. Inspection. Subject to confidentiality obligations (whether contractual or imposed by Applicable Law) that may be applicable to information furnished to the Company or any of the Company's Subsidiaries by third parties that may be in the Company's or any of its Subsidiaries' possession from time to time, and except for any information that is subject to attorney-client privilege, to the extent permitted by Applicable Law, the Company shall, and shall cause its Subsidiaries to, afford to TDAC and its officers, employees, accountants, counsel, financing sources and other representatives reasonable access during the Interim Period, during normal business hours, to their respective properties, material books and records (including, but not limited to, material Tax Returns and correspondence with the Company’s independent auditors), material Contracts, commitments, customers, vendors and business relations and officers and employees of the Company and its Subsidiaries, and shall furnish such representatives with material financial and operating data and other information concerning the affairs of the Company and its Subsidiaries as such representatives may reasonably request in connection with the consummation of this Agreement or the transactions contemplated hereby; provided that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of the Company or its Subsidiaries without the prior written consent of the Company; provided, further, that no investigation pursuant to this Section 7.02 (or any investigation prior to the date hereof) shall affect any representation or warranty given by the Company or TDAC; provided, further, that any investigation pursuant to this Section 7.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company during normal business hours under the supervision of appropriate personnel of the Company.

Section 7.03. Termination of Certain Agreements. Prior to the Closing, the Company shall take all actions necessary to cause the Affiliate Transactions to be terminated effective prior to or as of the Closing such that such Affiliate Transactions are of no further force and effect following the Closing, and there shall be no further obligations or continuing liabilities of any of the relevant parties thereunder or in connection therewith following the Closing (other than those that by the terms of such Affiliate Transactions expressly survive the termination of such Affiliate Transactions). Prior to the Closing, the Company shall deliver to TDAC written evidence reasonably satisfactory to TDAC of such termination.

Section 7.04. Trust Account Waiver. The Company acknowledges that TDAC is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the prospectus dated December 23, 2024 (the “Prospectus”), substantially all of TDAC’s assets consist of the cash proceeds of TDAC’s initial public offering and concurrent private placements of its securities and substantially all of the proceeds of the foregoing transactions have been deposited in the Trust Account for the benefit of TDAC, its public shareholders and the underwriters of TDAC’s initial public offering. The Company acknowledges that, except with respect to interest earned on the funds held in the Trust Account that may be released to TDAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of TDAC entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Company hereby irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to any monies in the Trust Account and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with TDAC or any other Person; provided, however, that nothing in this Section 7.04 shall amend, limit, alter, change, supersede or otherwise modify the right of the Company 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 TDAC, or any of its successors or assigns, for any breach of this Agreement (but such action(s) or claim pursuant to clauses (a) or (b) shall not be against the Trust Account or any funds distributed from the Trust Account to holders of TDAC Ordinary Shares or other Persons in accordance with the TDAC Governing Document and the Trust Agreement).

Section 7.05. Shareholder Meeting Minutes. Subject to Section 9.09, (a) the Company shall use its commercially reasonable efforts to obtain a duly executed counterpart to the Company Shareholder Approval from the requisite number of Company Shareholders as expeditiously as possible after the effectiveness of the Registration Statement, and the Company shall promptly deliver such executed counterparts to TDAC; and (b) the materials submitted to such Company Shareholders in connection with soliciting counterparts to the Company Shareholder Approval shall include the recommendation of the Company Board based on the requisite approvals under the Company Existing AoA and other organizational documents of the Company that such Company Shareholders vote their Company Common Shares and Company Preferred Shares in favor of the adoption of this Agreement, the Mergers and the transactions contemplated hereby, and other information the Company is required to disclose to each Company Shareholder under Applicable Law and regulations and the organizational documents of the Company in connection with such solicitation.

Section 7.06. New Equity Incentive Plan. Prior to the Closing Date, the Company shall approve and adopt an incentive equity plan to be effective as of the Second Merger Effective Time and that provides for the grant of awards to Service Providers of the Company and its Subsidiaries with a total pool of awards not exceeding such number of Company Class A Ordinary Shares equal to 12.5% of the share capital of the Company immediately after the Closing on a fully diluted basis (the “New Equity Incentive Plan”). Notwithstanding the foregoing, until and prior to the initial closing of the PIPE Investment, the incentive shares approved to be granted shall be no more than 6.0% of the share capital of the Company immediately after the Closing on a fully diluted basis.

Section 7.07. Sarbanes-Oxley; Nasdaq Listing Standards. As soon as legally required to do so, the Company and its directors and executive officers, in their capacities as such, shall take all actions necessary to comply with any applicable provision of Sarbanes-Oxley and to comply with Nasdaq Stock Market Rules.

ARTICLE 8
Covenants of TDAC

Section 8.01. Conduct of Business. During the Interim Period, except as contemplated by this Agreement, as required by Applicable Law or as consented to by the Company in writing, TDAC shall not:

(a) change, amend or propose to amend (i) the TDAC Governing Document or (ii) the Trust Agreement or any other agreement related to the Trust Agreement, except for any such action solely in connection with (A) the TDAC shareholders’ vote on an extension of the deadline for consummating a Business Combination; or (B) the TDAC Extension;

(b) directly or indirectly adjust, split, combine, subdivide, issue, pledge, deliver, award, grant, redeem, purchase or otherwise acquire or sell, or authorize the issuance, pledge, delivery, award, grant or sale (including the grant of any encumbrances) of, any Equity Securities of TDAC, other than (i) in connection with the exercise of any TDAC Warrants outstanding on the date hereof, (ii) any redemption made in connection with the TDAC Shareholder Redemption Right, (iii) in connection with the PIPE Investment, or (iv) as otherwise required by the TDAC Governing Document in order to consummate the transactions contemplated hereby;

(c) merge or consolidate itself with any Person, restructure, reorganize or completely or partially liquidate or dissolve, or adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of TDAC (other than the Mergers);

(d) make, authorize or declare any dividend (whether in the form of cash or other property) or distribution;

(e) enter into any material Contract or, other than in the Ordinary Course of Business, (i) modify, voluntarily terminate, permit to lapse, waive, or fail to enforce any material right or remedy under any material Contract or (ii) materially amend, extend or renew any material Contract;

(f) hire any employees or adopt any benefit plans;

(g) incur any Indebtedness;

(h) make any loans, advances or capital contributions to, or investments in, any other Person;

(i) (A) fail to timely pay all material Taxes that become due and payable, (B) make or change any material Tax election, (C) take or fail to take any action that would reasonably be expected to prevent, impair or impede the Intended Tax Treatment, (D) adopt or change any material Tax accounting method except as required by Applicable Law, (E) settle or compromise any material Tax liability, claim or assessment, (F) enter into any closing agreement within the meaning of Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Law), (G) enter into any Tax sharing or similar agreement, (H) enter into any agreement with a Taxing Authority with respect to Taxes, (I) consent to any extension or waiver of the statute of limitations regarding any material amount of Taxes, or (J) amend any Tax Return in any material respect unless required by Applicable Law;

(j) (A) commence, discharge, settle, compromise, satisfy or consent to any entry of any judgment with respect to any pending or threatened Action that would reasonably be expected to (1) result in a payment of greater than $50,000 individually or in the aggregate or (2) involve any equitable remedies or admission of wrongdoing, or (B) waive, release or assign any claims or rights of TDAC;

(k) sell, lease, license, sublicense, exchange, mortgage, pledge, create any Liens (other than Permitted Liens) on, transfer or otherwise dispose of, or agree to sell, lease, license, sublicense, exchange, mortgage, pledge, transfer or otherwise create any Liens (other than Permitted Liens) on or dispose of, any material tangible or intangible assets, properties, securities, or interests of TDAC;

(l) make any change in financial accounting methods, principles or practices of TDAC, except insofar as may have been required by a change in GAAP or Applicable Law and regulations or guidance of any Governmental Authority or otherwise required by this Agreement;

(m) pay, or make any commitments for, capital expenditures, except as reasonably required for the consummation of the Transactions; or

(n) enter into any agreement to do any action prohibited under this Section 8.01.

Nothing contained in this Section 8.01 shall give the Company, directly or indirectly, the right to control or direct the ordinary course of business operations of TDAC prior to the Closing. Notwithstanding anything to the contrary contained in this Agreement, prior to the Closing, each of TDAC and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations, as required by Applicable Law.

Section 8.02. Section 16 of the Exchange Act. Prior to the Closing, the TDAC Board, or an appropriate committee thereof, shall take all reasonable steps as may be required (to the extent permitted under Applicable Law) to cause any acquisition or disposition of the TDAC Ordinary Shares that occurs or is deemed to occur by reason of or pursuant to the Transactions by each Person who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act (“Section 16”) with respect to TDAC to be exempt under Rule 16b-3 promulgated under the Exchange Act, including by taking steps in accordance with the No-Action Letter, dated January 12, 1999, issued by the SEC regarding such matters.

Section 8.03. Extension of TDAC’s Term. TDAC and the Sponsor shall use best efforts to take any and all actions necessary, including filing a proxy statement, amending the TDAC Governing Document, voting all TDAC Ordinary Shares it holds in favor of and obtaining the approval of the TDAC Shareholders to extend the deadline for TDAC to consummate its initial Business Combination to a date after June 24, 2026 (such approval and extension, a “TDAC Extension”), in accordance with the TDAC Governing Document, unless the Company otherwise provides written consent to not seek any such TDAC Extension. The Parties shall reasonably cooperate with respect to taking any and all actions relating to a TDAC Extension, including in connection with the preparation, filing and mailing of any proxy materials to be sent to the TDAC Shareholders in connection with seeking the approval of the TDAC Shareholders of any such TDAC Extension. The Sponsor (or its Affiliates) shall bear all expenses relating to obtaining the TDAC Extension (the “TDAC Extension Expenses”), and shall make such deposit(s) into the Trust Account sufficient to fund the TDAC Extension Expenses; provided, however, that TDAC Extension Expenses will, as will all other TDAC Transaction Expenses, be borne and paid in accordance with Section 12.06.

ARTICLE 9
Joint Covenants

Section 9.01. Efforts to Consummate.

(a) Subject to the terms and conditions herein provided, each Party shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under Applicable Laws and regulations to consummate and make effective as promptly as practicable the transactions contemplated hereby (including (i) the satisfaction, but not waiver, of the closing conditions set forth in Article 10, (ii) using commercially reasonable efforts to obtain the PIPE Investments as contemplated by Section 9.12, (iii) obtaining as promptly as practicable all consents, approvals, registrations, authorizations, waivers and permits necessary or advisable to be obtained from any third party or any Governmental Authorities and the expiration or termination of all applicable waiting periods under applicable Antitrust Laws necessary to consummate the transactions contemplated hereby, and (iv) obtaining approval for listing the Company Class A Ordinary Shares and Company Warrants issued pursuant to this Agreement on Nasdaq). Subject to Section 12.06, the costs incurred in connection with obtaining such consents of all Governmental Authorities, such expiration or termination of all applicable waiting periods under applicable Antitrust Laws, including any filing fees in connection with any Antitrust Law, and any fees associated with obtaining approval for listing the Company Class A Ordinary Shares and Company Warrants issued pursuant to this Agreement on Nasdaq, shall be paid 50% by the Company and 50% by TDAC.

(b) Each Party shall cooperate in connection with any investigation of the transactions contemplated hereby or litigation by, or negotiations with, any Governmental Authority or other Person relating to the transactions contemplated hereby or regulatory filings under Applicable Law and obtaining approval for listing the Company Class A Ordinary Shares and Company Warrants issued pursuant to this Agreement on Nasdaq.

(c) Each Party shall, in connection with the Agreement and the transactions contemplated hereby, to the extent permitted by Applicable Law: (i) promptly notify the other Parties of, and if in writing, furnish the other Parties with copies of (or, in the case of oral communications, advise the other Parties of) any material substantive communications from or with any Governmental Authority, (ii) cooperate in connection with any proposed substantive written or oral communication with any Governmental Authority and permit the other Parties to review and discuss in advance, and consider in good faith the view of the other Parties in connection with, any proposed substantive written or oral communication with any Governmental Authority, (iii) not participate in any substantive meeting or have any substantive communication with any Governmental Authority unless it has given the other Parties a reasonable opportunity to consult with it in advance and, to the extent permitted by such Governmental Authority, gives the other Parties or their outside counsel the opportunity to attend and participate therein, (iv) furnish such other Parties’ outside legal counsel with copies of all filings and communications between it and any such Governmental Authority and (v) furnish such other Parties’ outside legal counsel with such necessary information and reasonable assistance as such other Parties’ outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such Governmental Authority; provided that materials required to be provided pursuant to this Section 9.01(c) may be restricted to outside legal counsel and may be redacted (A) as necessary to comply with contractual arrangements, and (B) to remove references to privileged information.

Section 9.02. Director and Officer Insurance.

(a) The Company agrees that all rights held by each present and former director and officer of TDAC to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Second Merger Effective Time, whether asserted or claimed prior to, at, or after the Second Merger Effective Time, provided in the TDAC Governing Document in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect until the sixth (6th) anniversary of the Second Merger Effective Time. Without limiting the foregoing, the Company shall cause the Second Merger Surviving Company (i) to maintain for a period of not less than six (6) years from the Second Merger Effective Time provisions in its memorandum and articles of association and other organizational documents concerning the indemnification and exculpation (including provisions relating to expense advancement) of TDAC’s former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the TDAC Governing Document as of the date of this Agreement, and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable Law.

(b) TDAC shall cause coverage to be extended under its current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Second Merger Effective Time. If any claim is asserted or made within such six (6) year period, the provisions of this Section 9.02 shall be continued in respect of such claim until the final disposition thereof.

(c) Notwithstanding anything to the contrary contained in this Agreement, this Section 9.02 shall survive the consummation of the Mergers until the sixth (6th) anniversary of the Second Merger Effective Time and shall be binding, jointly and severally, on all successors and assigns of the Company and the Second Merger Surviving Company. In the event that the Company or the Second Merger Surviving Company or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving company or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company or the Second Merger Surviving Company, as the case may be, shall succeed to the obligations set forth in this Section 9.02.

Section 9.03. Tax Matters.

(a) The Parties intend that for U.S. federal (and, as applicable, state and local) income Tax purposes, Mergers, taken together, shall be treated as a reorganization within the meaning of Section 368(a) of the Code and this Agreement shall be adopted as a “plan of reorganization” for purposes of Section 368 of the Code and the Treasury Regulations promulgated thereunder with respect thereto (the “Intended Tax Treatment”). The Parties will not take any action that could reasonably be expected to prevent, impair or impede the Intended Tax Treatment and will not take any inconsistent position for Tax purposes unless otherwise required by a “determination” within the meaning of Section 1313 of the Code. This Agreement is intended to constitute and hereby is adopted as a “plan of reorganization” with respect to the Mergers within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 361 and 368 of the Code and the Treasury Regulations thereunder. Unless and until TDAC and the Company agree that the Intended Tax Treatment is not permitted by Applicable Law or there is a “determination” within the meaning of Section 1313 of the Code that the Intended Tax Treatment is not permitted by Law, the Parties shall use reasonable best efforts to comply with the covenants set forth in Appendix 9.03(a).

(b) All Transfer Taxes shall be borne by the Company and paid when due. The Company shall timely file all necessary Tax Returns and other documentation with respect to all such Tax Returns and, if required by Applicable Law, the Company Shareholders will join in the execution of any such Tax Return or documentation.

(c) The Parties shall use commercially reasonable efforts to cooperate fully, as and to the extent reasonably requested by the other party or its counsel, to document and support the Tax treatment of the Mergers in a manner consistent with the Intended Tax Treatment, including by providing customary representation letters. Such cooperation shall include the reasonable provision of records and information which are relevant to any such matters and within such party’s possession or obtainable without material cost or expense, and using commercially reasonable efforts to make employees or other representatives available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

(d) The Company Shareholders and each of the Company and its Subsidiaries shall terminate or cause to be terminated any and all of the Tax Sharing Agreements in effect, written or unwritten, as of immediately before the First Merger Effective Time as between any Company Shareholder or any predecessor or Affiliate thereof, on the one hand, and the Company or any of its Subsidiaries, on the other hand, for all Taxes imposed by any Taxing Authority, regardless of the period in which such Taxes are imposed, and there shall be no continuing obligation to make any payments under any such Tax Sharing Agreements.

(e) The Company (i) shall cause Merger Sub 1 to make a timely initial entity classification election to be treated as an association taxable as a corporation for U.S. federal income tax purposes effective as of the day of its formation (and shall not thereafter change such classification), (ii) shall cause Merger Sub 2 to make a timely initial entity classification election on IRS Form 8832 for Merger Sub 2 effective as of the day of its formation to be treated as an entity disregarded as separate from the Company for U.S. federal income tax purposes (and shall not thereafter change such classification), and (iii) shall take no action that would result in Merger Sub 1 or Merger Sub 2 being other than a wholly owned direct subsidiary of the Company. The Company shall make available to the pre-Closing TDAC shareholders information that is reasonably required to make a timely and valid election as contemplated by Section 1295 of the Code (and the Treasury Regulations promulgated thereunder) with respect to TDAC for each year that TDAC is considered a passive foreign investment company (including through provision of the Annual Information Statement described in Treasury Regulations Section 1.1295-1(g)), including, at the Company’s election, by making such information publicly available on the Company’s website.

Section 9.04. Proxy Statement; Registration Statement.

(a) As promptly as reasonably practicable after the date of this Agreement, TDAC and the Company shall jointly prepare, and the Company shall file with the SEC the Registration Statement, in which a preliminary proxy statement in connection with the Mergers to be sent to the Pre-Closing TDAC Holders relating to the TDAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals will be included as a prospectus. TDAC and the Company shall use commercially reasonable efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives, advisers and counsels in the preparation of the Proxy Statement and the Registration Statement. TDAC and the Company shall use their commercially reasonable efforts to cause the Proxy Statement and the Registration Statement to comply with the rules and regulations promulgated by the SEC, respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement and the Registration Statement, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the Mergers and the other transactions contemplated hereby.

(b) TDAC and the Company shall use commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the Mergers, and the Company and TDAC shall promptly furnish all information concerning the Company and TDAC respectively as may be reasonably requested in connection with any such action.

(c) Each of TDAC and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and shareholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of TDAC and the Company or their respective Subsidiaries, as applicable, to the SEC or Nasdaq in connection with the Mergers and the other transactions contemplated hereby (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”).

(d) The Company shall notify TDAC, promptly after the Company receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Company Class A Ordinary Shares or other securities of the Company for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. TDAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC with respect to the Proxy Statement, the Registration Statement or the other Offer Documents and any amendment filed in response thereto.

(e) Without limiting the generality of Section 9.04(d), the Company shall initially include in the Proxy Statement and the Registration Statement the Audited IFRS Financial Statements, together with the auditor’s consents to use such financial statements and reports; provided that if (i) the Registration Statement is declared effective by the SEC after September 30, 2026 or (ii) requested by the SEC, the Company shall include in the Registration Statement the unaudited consolidated balance sheet and statements of comprehensive income, equity and cash flows of the Company and its Subsidiaries as of and for, as applicable, at least the six months ended June 30, 2026 prepared in accordance with IFRS, together with the auditor’s consents to use such financial statements and reports (the “Interim IFRS Financial Statements”) and any other financial statements required by the SEC to be included in the Registration Statement and/or the Proxy Statement.

(f) Each of TDAC and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by it or on its behalf for inclusion or incorporation by reference in (i) the Proxy Statement will, as of the date it is first mailed to the Pre-Closing TDAC Holders, or at the time of the TDAC Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Second Merger Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

(g) If, at any time prior to the Second Merger Effective Time, any information relating to TDAC, the Company, or any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Company Shareholders is discovered by any of TDAC or the Company and is required to be set forth in an amendment or supplement to either the Proxy Statement or the Registration Statement, so that the Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall, subject to the other provisions of this Section 9.04, be promptly filed by the Company with the SEC and, to the extent required by Applicable Law, disseminated to the Pre-Closing TDAC Holders.

Section 9.05. TDAC Shareholder Approval.

(a) TDAC shall take, in accordance with Applicable Law, Nasdaq rules, and the TDAC Governing Document, all action necessary to call, hold, and convene a meeting of holders of TDAC Ordinary Shares (including any permitted adjournment or postponement, the “TDAC Extraordinary General Meeting”) to consider and vote upon the Transaction Proposals and to provide the TDAC Shareholders with the opportunity to effect a TDAC Share Redemption in connection therewith as promptly as reasonably practicable after the date that the Registration Statement is declared effective under the Securities Act. TDAC shall, through the TDAC Board, recommend to the TDAC Shareholders (including in the Proxy Statement) and solicit approval of (i) the adoption and approval of this Agreement and the transactions contemplated by this Agreement, including the Mergers, and the authorization of the First Plan of Merger, (ii) the adoption and approval of any other proposals as the SEC (or staff member thereof) or Nasdaq may indicate are necessary in its comments to the Proxy Statement, the Registration Statement or correspondence related thereto, (iii) the adoption and approval of any other proposals as reasonably agreed by TDAC and the Company to be necessary or appropriate in connection with the Mergers and (iv) adjournment of the TDAC Extraordinary General Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (v), together, the “Transaction Proposals”).

(b) Notwithstanding anything to the contrary contained in this Agreement, once the TDAC Extraordinary General Meeting to consider and vote upon the Transaction Proposals has been called and noticed, TDAC will not adjourn the TDAC Extraordinary General Meeting without the consent of the Company, other than (i) for the absence of a quorum, in which event TDAC shall adjourn the meeting up to three (3) times for up to ten (10) Business Days each time, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure that TDAC has determined in good faith, after consultation with its outside legal advisors, is necessary under Applicable Law, and for such supplemental or amended disclosure to be disseminated to and reviewed by the holders of TDAC Ordinary Shares prior to the TDAC Extraordinary General Meeting, or (iii) a one-time adjournment of up to ten (10) Business Days to solicit additional proxies from holders of TDAC Ordinary Shares to the extent TDAC has determined that such adjournment is reasonably necessary to obtain the approval of the Transaction Proposals.

Section 9.06. Post-Closing Board. The Parties shall take all necessary action to cause the board of the Company as of immediately following the Closing (the “Post-Closing Board”) to consist of nine (9) directors, of whom (a) one (1) individual expected to be Michael B. Hoffman, shall be designated by TDAC and the Sponsor as a Class I director (the “TDAC Designee”), and (b) three (3) individuals, including the Founder, shall be designated by the Founder, one of whom shall be a Class II director and two of whom shall be Class III directors (the “Founder Designees”) no later than fourteen (14) days prior to the expected effectiveness date of the Registration Statement. Each Founder Designee and the TDAC Designee shall meet the director qualification and eligibility criteria of Applicable Law and the listing rules of Nasdaq, and, subject to any exemptions available to foreign private issuers, a number of Founder Designees shall qualify as independent directors under the listing rules of Nasdaq such that at least three (3) directors as of immediately following the Closing shall qualify as independent directors (as such term is defined under rules of the SEC and Nasdaq). The Listing A&R AoA shall provide that immediately after the Closing, (i) the Post-Closing Board shall consist of directors divided as nearly equal as possible into three classes (Class I, Class II and Class III), with respective terms of appointment expiring at the first, second and third annual general meetings of the Company following the Closing, (ii) the SBCVC Shareholder shall have the right to appoint one (1) director in accordance with the Listing A&R AoA as a Class I director, (iii) New Epoch Capital LP shall have the right to appoint one (1) director in accordance with the Listing A&R AoA as a Class I director and (iv) New Horizon I Holding Company Limited shall have the right to recommend one (1) further candidate as an independent director in accordance with the Listing A&R AoA.

Section 9.07. Trust Account. Upon satisfaction or waiver of the conditions set forth in Article 10 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) and provision of notice thereof to the Trustee (which notice TDAC shall provide to the Trustee in accordance with the terms of the Trust Agreement), in accordance with, subject to and pursuant to the Trust Agreement and the TDAC Governing Document, (a) at the Closing, (i) TDAC shall cause the documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and (ii) shall cause the Trustee to (A) pay as and when due all amounts payable for TDAC Share Redemptions and (B) pay all amounts then available in the Trust Account to, or at the direction of, TDAC in accordance with this Agreement and the Trust Agreement prior to the Second Merger Effective Time, and (b) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Section 9.08. Form 8-K. TDAC and the Company shall mutually agree upon and issue a press release announcing the execution of this Agreement. TDAC and the Company shall cooperate in good faith with respect to the prompt preparation of, and, as promptly as practicable after the effective date of this Agreement (but in any event within four (4) Business Days thereafter), TDAC shall file with the SEC, a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement. Prior to the Closing, TDAC and the Company shall mutually agree upon and prepare the press release announcing the consummation of the transactions contemplated by this Agreement (“Closing Press Release”). Concurrently with or promptly after the Closing, TDAC shall issue the Closing Press Release and shall file it on a Current Report on Form 8-K. TDAC and the Company shall cooperate in good faith with respect to the preparation of, and, at least five (5) days prior to the Closing, TDAC shall prepare, a draft Form 8-K announcing the Closing.

Section 9.09. No Shop. During the Interim Period, both TDAC, on the one hand, and the Company and its Subsidiaries, on the other hand, will not, nor will they direct, authorize or permit their respective Representatives to, directly or indirectly (a) take any action to solicit, initiate or engage in discussions or negotiations with, or enter into any binding agreement with, any Person concerning, or which would reasonably be expected to lead to, an Acquisition Transaction, (b) in the case of TDAC, fail to include the TDAC Board Recommendation in (or remove the TDAC Board Recommendation from) the Registration Statement, or (c) withhold, withdraw, qualify, amend or modify (or publicly propose or announce any intention or desire to withhold, withdraw, qualify, amend or modify), in a manner adverse to the other Party, the approval of such Party’s governing body of this Agreement and/or any of the Transactions, or, in the case of TDAC, the TDAC Board Recommendation, unless, in the case of clause (b) and (c), the applicable party (the “Party Making Change”) determines, in good faith, after consultation with its outside legal counsel, that the failure to take, or taking of, such action would constitute a breach by the directors of the Party Making Change of their fiduciary duties under Applicable Law; provided, however, the Party Making Change will not be entitled to take such actions under clauses (b) or (c) (“Change in No Shop”) unless (i) the Party Making Change has provided at least five (5) Business Days’ prior written notice (“Change in No Shop Notice”) to the other party (the “Party Receiving Change”) advising that the Party Making Change proposes a Change in No Shop and which notice contains the material facts underlying the Party Making Change’s determination of such Change in No Shop, (ii) during such five (5) Business Day period following the Party Receiving Change’s receipt of a Change in No Shop Notice, the Party Making Change has engaged in good faith negotiations with the Party Receiving Change and its Representatives (to the extent that the Party Receiving Change desires to so negotiate) to make such adjustments (which adjustments, to the extent accepted by the Party Making Change, would be binding on the Party Receiving Change) in the terms and conditions of this Agreement so as to obviate the need for such Change in No Shop and (iii) following expiration of such five (5) Business Day period, the Party Making Change reaffirms in good faith, after consultation with its outside legal counsel, that the failure to make a Change in No Shop would constitute a breach by the directors of the Party Making Change of their fiduciary duties under Applicable Law. Promptly upon receipt of an unsolicited proposal regarding an Acquisition Transaction, TDAC and each of the Company and the Acquisition Entities shall notify the other party thereof, which notice shall include a written summary of the material terms of such unsolicited proposal. Notwithstanding the foregoing, the Parties may respond to any unsolicited proposal regarding an Acquisition Transaction only by indicating that such Party has entered into a binding definitive agreement with respect to a business combination and is unable to provide any information related to such Party or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction. For the purposes hereof, “Acquisition Transaction” means, (i) with respect to the Company, any merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction (other than the Transactions and transactions with customers in the Ordinary Course of Business), in each case, involving the sale, lease, exchange or other disposition of properties or assets or Equity Securities of the Company or any of the Company’s Subsidiaries and (ii) with respect to TDAC, any transaction (other than the Transactions) involving, directly or indirectly, any merger or consolidation with or acquisition of, purchase of assets or equity of, consolidation or similar business combination with or other transaction that would constitute a Business Combination with or involving TDAC (or any Affiliate or Subsidiary of TDAC), on the one hand, and any party other than the Company or the Company Shareholders, on the other hand.

Section 9.10. Notification of Certain Matters. Each of the Company and TDAC shall give prompt notice to the other Party of: (a) any Action or investigation that would have been required to be disclosed to the other Party under this Agreement if such Party had knowledge of it as of the date hereof; (b) the occurrence or non-occurrence of any event whose occurrence or non-occurrence, as the case may be, could reasonably be expected to cause any condition set forth in Section 10.02 or Section 10.03 not to be satisfied at any time from the date of this Agreement to the Second Merger Effective Time; (c) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the Mergers or the other transactions contemplated by this Agreement; (d) without limiting Section 9.01, any regulatory notice or report from a Governmental Authority in respect of the transactions contemplated by this Agreement; and (e) in the case of the Company, any information or knowledge obtained by the Company or any of its Subsidiaries that could reasonably be expected to materially affect the Company’s or any of its Subsidiaries’ current projections, forecasts or budgets or estimates of revenues, earnings or other measures of financial performance for any period.

Section 9.11. Listing. From the date hereof through the Closing, TDAC shall use reasonable best efforts to ensure that TDAC remains listed as a public company, and that TDAC Class A Ordinary Shares remain listed, on Nasdaq. The Company shall use reasonable best efforts to (a) ensure that the Company is listed as a public company, and that Company Class A Ordinary Shares and Company Warrants are listed, on Nasdaq, in each case, as of the Second Merger Effective Time and (b) for a period of at least five (5) years from the Closing Date, maintain the listing of the Company Class A Ordinary Shares and the Company Warrants on Nasdaq (or another similar national securities exchange) and its status as a U.S. listed public company.

Section 9.12. PIPE Investment.

(a) During the Interim Period, each of TDAC and the Company shall use its commercially reasonable efforts to enter into and take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to enter into and consummate subscription agreements (the “Subscription Agreement(s)”) with investors relating to a private equity investment in TDAC to purchase TDAC Class A Ordinary Shares (such shares, the “PIPE Shares”) in connection with a private placement, and/or enter into backstop arrangements with investors, in either case on terms mutually agreeable to the Parties acting reasonably and in good faith (such investment, the “PIPE Investment”, and such investors, the “PIPE Investor(s)”). In connection with the Parties seeking a PIPE Investment, the Parties shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having senior management of the Parties participate in any investor meetings and roadshows as reasonably requested by TDAC). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Shares underlying such PIPE Investment hereunder, TDAC and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Shares.

(b) TDAC shall not reduce the investment or subscription amount under any Subscription Agreement or reduce or impair the rights of TDAC under any Subscription Agreement, 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 Subscription Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision); provided, that, in the case of any such assignment or transfer, the initial party to such Subscription Agreement remains bound by its obligations with respect thereto in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase of the PIPE Shares contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on TDAC.

(c) TDAC shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to TDAC in such Subscription Agreement and otherwise comply with its obligations thereunder; (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement; and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that TDAC, the Company or any of their respective Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) TDAC the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at least one day prior to the First Merger Effective Time, in accordance with its terms.

(d) Without limiting the generality of the foregoing, TDAC shall give the Company prompt written notice: (i) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any Subscription Agreement known to TDAC; (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by TDAC that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 9.12(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice; and (iv) if TDAC does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements.

ARTICLE 10
Conditions to Obligations

Section 10.01. Conditions to Obligations of TDAC, the Company and the Acquisition Entities. The obligations of TDAC, the Company and the Acquisition Entities to consummate, or cause to be consummated, the Mergers are subject to the satisfaction of the following conditions, any one or more of which may be waived (if permitted by Applicable Law) in writing by all of such parties:

(a) Nasdaq Listing Requirements. The Company Class A Ordinary Shares and Company Warrants contemplated to be listed pursuant to this Agreement shall have been listed on Nasdaq and shall be eligible for listing on Nasdaq immediately following the Closing, subject only to official notice of issuance thereof and any applicable requirement to have a sufficient number of round lot holders.

(b) No Injunction. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Governmental Order, whether temporary, preliminary or permanent, which is then in effect or is pending or threatened, that has or would have the effect of enjoining, restraining, prohibiting or otherwise making illegal the consummation of the transactions contemplated by this Agreement.

(c) TDAC Shareholder Approval. The TDAC Shareholder Approval shall have been obtained.

(d) Company Shareholder Approval. The Company Shareholder Approval shall have been obtained.

(e) Effectiveness of Registration Statement. The Registration Statement shall have become effective in accordance with the Securities Act, no stop order shall have been issued by the SEC with respect to the Registration Statement and no Action seeking such stop order shall have been threatened or initiated.

(f) Net Tangible Assets. The Second Merger Surviving Company (as the successor of TDAC) shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the consummation of the Business Combination and the closing of the TDAC Share Redemption.

(g) Recapitalization. The Recapitalization shall have been completed in accordance with the terms hereof.

Section 10.02. Conditions to Obligations of TDAC. The obligations of TDAC to consummate, or cause to be consummated, the Mergers are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by TDAC:

(a) Representations and Warranties.

(i) Each of the representations and warranties of the Company contained in this Agreement (without giving effect to any materiality or “Company Material Adverse Effect” or similar qualifications therein), other than the representations and warranties set forth in Section 5.01, Section 5.02, Section 5.05, Section 5.06, Section 5.09(a) and Section 5.26, shall be true and correct as of the date of this Agreement and as of the Closing, as if made at and as of such time, except with respect to representations and warranties which speak as to another specified time, which representations and warranties shall be true and correct at and as of such time, except for, in each case, such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(ii) The representations and warranties of the Company contained in Section 5.01(c) and Section 5.09(a) shall be true and correct as of the date of this Agreement and as of the Closing, as if made at and as of such time.

(iii) Each of the representations and warranties of the Company contained in Section 5.01(a), Section 5.01(b), Section 5.02, Section 5.05, Section 5.06 and Section 5.26 (without giving effect to any materiality or “Company Material Adverse Effect” or similar qualifications therein), shall be true and correct as of the date of this Agreement and as of the Closing, as if made at and as of such time (except to the extent that any such representation and warranty speaks expressly as of another specified time, in which case such representation and warranty shall be true and correct as of such time), except for, in each case, such failures to be true and correct as would not reasonably be expected to be material, individually or in the aggregate, to the Company and its Subsidiaries, taken as a whole.

(b) Covenants. Each of the covenants, obligations and agreements of the Company hereunder to be performed as of or prior to the Closing shall have been performed in all material respects.

(c) No Company Material Adverse Effect. From the date of this Agreement, there shall not have occurred a Company Material Adverse Effect that is continuing as of the Closing.

(d) Closing Deliverables. TDAC shall have received the deliverables set forth in Section 4.02(a).

Section 10.03. Conditions to the Obligations of the Company and Acquisition Entities. The obligation of the Company and the Acquisition Entities to consummate the Mergers is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Company and the Acquisition Entities:

(a) Representations and Warranties.

(i) Each of the representations and warranties of TDAC contained in this Agreement (without giving effect to any materiality or “TDAC Material Adverse Effect” or similar qualifications therein), other than the representations and warranties set forth in Section 6.01, Section 6.02, Section 6.06, Section 6.12(b) and Section 6.22, shall be true and correct as of the date of this Agreement and as of the Closing, as if made at and as of such time, except with respect to representations and warranties which speak as to another specified time, which representations and warranties shall be true and correct at and as of such time, except for, in each case, such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a TDAC Material Adverse Effect.

(ii) The representations and warranties of TDAC contained in Section 6.01(c), Section 6.02 and Section 6.12(b) shall be true and correct as of the date of this Agreement and as of the Closing, as if made at and as of such time.

(iii) Each of the representations and warranties of TDAC contained in Section 6.01(a), Section 6.01(b), Section 6.06 and Section 6.22 (without giving effect to any materiality or “TDAC Material Adverse Effect” or similar qualifications therein), shall be true and correct in all respects except for de minimis inaccuracies as of the date of this Agreement and as of the Closing, as if made at and as of such time (except to the extent that any such representation and warranty speaks expressly as of another specified time, in which case such representation and warranty shall be true and correct in all respects except for de minimis inaccuracies as of such time).

(b) Covenants. Each of the covenants, obligations and agreements of TDAC hereunder to be performed as of or prior to the Closing shall have been performed in all material respects.

(c) No TDAC Material Adverse Effect. From the date of this Agreement, there shall not have occurred a TDAC Material Adverse Effect.

(d) TDAC Extension. The TDAC Extension shall be obtained.

(e) Closing Deliverables. The Company shall have received the deliverables set forth in Section 4.02(b).

(f) Minimum Cash. Available Cash shall be greater than or equal to Minimum Cash.

Section 10.04. Satisfaction of Conditions. All conditions to the obligations of the Company and TDAC to proceed with the Closing under this Agreement will be deemed to have been fully and completely satisfied or waived for all purposes if the Closing occurs.

ARTICLE 11
Termination/Effectiveness

Section 11.01. Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing:

(a) by written consent of all Parties to this Agreement;

(b) by written notice by either the Company or TDAC if the Closing shall not have occurred on or before March 31, 2027 (the “Termination Date”); provided, that if TDAC seeks and obtains a TDAC Extension, TDAC shall have the right, with the prior written consent of the Company, to extend the Termination Date for an additional period equal to the shortest of (i) the period ending on the last date for TDAC to consummate its Business Combination pursuant to such TDAC Extension and (ii) such period as mutually agreed by the Parties; provided, further, that the right to terminate this Agreement pursuant to this Section 11.01(b) shall not be available to any Party whose breach of or failure to perform any provision of this Agreement by such Party or its Affiliates results in the failure of the Closing to be consummated by such date;

(c) by written notice by either the Company or TDAC if the consummation of the Mergers is permanently enjoined, prohibited, deemed illegal or prevented by the terms of a final, non-appealable Governmental Order;

(d) by written notice by TDAC if there is any breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, such that the conditions specified in Section 10.02(a) or Section 10.02(b) would not be satisfied at the Closing (a “Terminating Company Breach”), except that, if such Terminating Company Breach is curable by the Company, then, for a period of up to thirty (30) days (or any shorter period of the time that remains between the date TDAC provides written notice of such violation or breach and the Termination Date) after receipt by the Company of notice from TDAC of such breach, but only as long as the Company continues to use its reasonable best efforts to cure such Terminating Company Breach (the “Company Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period; provided that TDAC shall not have the right to terminate this Agreement pursuant to this Section 11.01(d) if TDAC is then in breach of its covenants, agreements, representations or warranties contained in this Agreement, which breach by TDAC would cause any condition set forth in Section 10.03(a) or Section 10.03(b) not to be satisfied;

(e) by written notice by the Company if (i) for any reason, TDAC fails to obtain the TDAC Extension by June 24, 2026, or TDAC fails to timely hold the shareholder meeting to vote on the TDAC Extensions, or at any time before that once it becomes reasonably apparent to the Company that TDAC would be unable to obtain the TDAC Extension; or (ii) there is any breach of any representation, warranty, covenant or agreement on the part of TDAC set forth in this Agreement, such that the conditions specified in Section 10.03(a) or Section 10.03(b) would not be satisfied at the Closing (a “Terminating TDAC Breach”), except that, if any such Terminating TDAC Breach is curable by TDAC, then, for a period of up to thirty (30) days (or any shorter period of the time that remains between the date the Company provides written notice of such violation or breach and the Termination Date) after receipt by TDAC of notice from the Company of such breach, but only as long as TDAC continues to use its reasonable best efforts to cure such Terminating TDAC Breach (the “TDAC Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating TDAC Breach is not cured within the TDAC Cure Period; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 11.01(e) if the Company is then in breach of its covenants, agreements, representations or warranties contained in this Agreement, which breach by the Company would cause any condition set forth in Section 10.02(a) or Section 10.02(b) not to be satisfied;

(f) by written notice by either the Company or TDAC if  the TDAC Shareholder Approval is not obtained upon a vote duly taken thereon at the TDAC Extraordinary General Meeting (subject to any permitted adjournment or postponement of the TDAC Extraordinary General Meeting).

The Party desiring to terminate this Agreement pursuant to this Section 11.01 (other than Section 11.01(a)) shall give notice of such termination to each other Party.

Section 11.02. Effect of Termination. Except as otherwise set forth in this Section 11.02, in the event of the termination of this Agreement pursuant to Section 11.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its respective Affiliates, officers, directors or shareholders, other than liability of any of the Parties for any (i) intentional and willful breach of this Agreement by such Party occurring prior to such termination or (ii) fraud by such Party. The provisions of Sections 7.04, 11.02, 12.05, 12.06, 12.07, 12.08, 12.09, 12.11, 12.14, 12.16, 12.17 and 12.18 (collectively, the “Surviving Provisions”) and the Confidentiality Agreement, and any defined term or other Section or Article of this Agreement referenced in the Surviving Provisions which are required to survive in order to give appropriate effect to the Surviving Provisions, shall, in each case, survive any termination of this Agreement.

ARTICLE 12
Miscellaneous

Section 12.01. Non-Survival of Representations, Warranties and Covenants. None of the representations, warranties, covenants and agreements in this Agreement or in any instrument, document or certificate delivered pursuant to this Agreement shall survive the Second Merger Effective Time, except for (a) those covenants and agreements contained herein and therein which by their terms expressly apply in whole or in part after the Second Merger Effective Time and then only to such extent until such covenants and agreements have been fully performed, (b) any covenants and agreements in the Surviving Provisions and (c) any claim arising out of fraud.

Section 12.02. Waiver. At any time and from time to time prior to the Closing, TDAC and the Company may, to the extent legally allowed, to the extent a Party is entitled to waive, and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other Party, as applicable; (b) waive any inaccuracies in the representations and warranties of the other Party contained herein or in any document delivered pursuant hereto; and (c) subject to the requirements of Applicable Law, waive compliance by the other Party with any of the agreements or conditions contained herein that are required to be satisfied by such other Party. No waiver of any term or condition of this Agreement shall be valid unless the waiver is in writing and signed by the Party entitled to waive. Any delay in exercising any right pursuant to this Agreement will not constitute a waiver of such right.

Section 12.03. Notices. All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been duly given (a) when delivered in-person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service, or (d) when delivered by email or other electronic transmission (in each case in this clause (d), solely if receipt is confirmed), addressed as follows:

(i) If to TDAC, to:

Translational Development Acquisition Corp.
52 E. 83^rd Street
New York, New York 10028

Attention: Michael B. Hoffman

Email: [email protected]

with copies (which shall not constitute notice) to:

Venable LLP
151 W. 42^nd St.
New York, NY 10036

Attention: William N. Haddad

Email: [email protected]

(ii) If to the Company or any Acquisition Entity, to:

No. 6-1, Ziqiang 7th Rd.,
Zhongli Dist.,
Taoyuan City 320023,
Taiwan (R.O.C.)

Attention: Althea Hsu

Email: [email protected]

with copies (which shall not constitute notice) to:

Sullivan & Cromwell (Hong Kong) LLP
20^th Floor, Alexandra House, 18 Chater Road, Central
Hong Kong

Attention: Ching-Yang Lin

Email: [email protected]

or to such other address or addresses as the parties may from time to time designate in writing by notice to the other parties in accordance with this Section 12.03.

Section 12.04. Assignment. No party hereto shall assign, delegate or otherwise transfer (by operation of law or otherwise) any of its rights or obligations under this Agreement or any part hereof without the prior written consent of the other parties hereto. Any assignment in contravention of the preceding sentence shall be null and void ab initio. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 12.05. Rights of Third Parties. The Company and TDAC hereby agree that their respective representations and warranties set forth herein are solely for the benefit of the other party hereto, in accordance with and subject to the terms of this Agreement, and nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right or remedies under or by reason of this Agreement, including, without limitation, the right to rely upon the accuracy or completeness of the representations and warranties set forth herein; provided, however, that, notwithstanding the foregoing (a) in the event the Closing occurs, the present and former officers and directors of the Company (and their successors, heirs and representatives) are intended third-party beneficiaries of, and may enforce, Section 9.02, and (b) the past, present and future directors, managers, officers, employees, incorporators, members, partners, equityholders, Affiliates, agents, attorneys, advisors and representatives of the parties and any Affiliate of any of the foregoing (and their successors, heirs and representatives), are intended third-party beneficiaries of, and may enforce, this Section 12.05 and Section 12.16.

Section 12.06. Expenses. Except as otherwise provided herein and subject to Section 11.01(e), each Party shall bear its own expenses incurred in connection with this Agreement and the Transactions whether or not such Transactions shall be consummated, including all fees of its legal counsel, financial advisors and accountants; provided that, notwithstanding anything to the contrary, (a) if the Closing shall not occur, the Company shall be responsible for paying the Company Transaction Expenses, and TDAC shall be responsible for paying the TDAC Transaction Expenses and the TDAC Extension Expenses (if any), and (b) if the Closing shall occur, the Second Merger Surviving Company shall pay or cause to be paid all the Company Transaction Expenses and the TDAC Transaction Expenses.

Section 12.07. Governing Law. This Agreement, and all Actions based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of the courts of the Cayman Islands: the First Merger, the Second Merger, the vesting of the undertaking, property and liabilities of each of Merger Sub 1 and TDAC in the First Merger Surviving Company, the vesting of the undertaking, property and liabilities of each of Merger Sub 2 and the First Merger Surviving Company in the Second Merger Surviving Company, the cancellation of TDAC Ordinary Shares, the rights provided for in Section 238 of the Cayman Islands Companies Act with respect to any TDAC Dissenting Shares, the fiduciary or other duties of the TDAC Board, the Company Board, the directors of Merger Sub 1, the directors of Merger Sub 2 and the internal corporate affairs of TDAC, the Company, Merger Sub 1 and Merger Sub 2.

Section 12.08. Dispute Resolution. Subject to Section 12.16, any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be settled by arbitration to be held in Hong Kong, which shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules in force at the time of the commencement of the arbitration. There shall be three (3) arbitrators, among which one (1) shall be appointed by TDAC, one (1) appointed by the Company and one (1) appointed by the Secretary General of the HKIAC. The arbitration shall be conducted in English. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

Section 12.09. Headings and Captions; Counterparts. The headings and captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any facsimile or pdf copies hereof or signatures hereon shall, for all purposes, be deemed originals. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 12.10. Confidentiality. Each of TDAC and the Company acknowledges that the information being provided to it in connection with this Agreement and the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement. The Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby.

Section 12.11. Entire Agreement. This Agreement (including, for the avoidance of doubt, any Annexes, Appendices, Exhibits or Schedules annexed hereto or referred to herein, including the Company Disclosure Schedule and the TDAC Disclosure Schedule), the Confidentiality Agreement, and the Ancillary Agreements constitute the entire agreement among the Parties relating to the transactions contemplated hereby and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the parties hereto or any of their respective Subsidiaries relating to the transactions contemplated hereby. No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the transactions contemplated by this Agreement exist between the parties hereto except as expressly set forth in this Agreement and the Ancillary Agreements.

Section 12.12. Amendments. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by each of the Parties; provided that, after the TDAC Shareholder Approval has been obtained, there shall be no amendment or modification that would require the further approval of the Pre-Closing TDAC Holders under Applicable Law without such approval having first been obtained.

Section 12.13. Publicity. Except (a) communications consistent with the final form of joint press release announcing the Transactions (the “Joint Press Release”) and the investor presentation given to investors in connection with the announcement of the Transactions, or (b) as may be required by Applicable Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange, or (c) pursuant to Sections 9.04 and 9.08, TDAC, on the one hand, and the Company and the Acquisition Entities, on the other hand, shall consult with each other, and provide meaningful opportunity for review and give due consideration to reasonable comment by the other, prior to issuing any press releases or other public written communications or otherwise making planned public statements with respect to the Transactions and prior to making any filings with any third party and/or any Governmental Authority with respect thereto, and shall not make or issue any such press release or other public written communications or otherwise make any planned public statements without the prior written consent of the other Party; provided, that in the event that any such filing, press release, public written communication or statement identifies any Company Shareholder (other than the Founder Parties), each of the Parties agrees and acknowledges that it shall provide meaningful opportunity to such Company Shareholder to review and give due consideration to reasonable comment by such Company Shareholder, prior to issuing such filing, press release, public written communication or statement.

Section 12.14. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under any Applicable Law 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 Applicable 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.

Section 12.15. Disclosure Schedules. Each of the Company and TDAC has set forth information on their respective disclosure schedules in a section thereof that corresponds to the section of this Agreement to which it relates. A matter set forth in one section of a disclosure schedule need not be set forth in any other section so long as its relevance to such other section of the disclosure schedule or section of the Agreement is reasonably apparent. Any item of information, matter or document disclosed or referenced in, or attached to, the Company Disclosure Schedules or the TDAC Disclosure Schedules shall not (a) be used as a basis for interpreting the terms “material,” “Company Material Adverse Effect,” “TDAC Material Adverse Effect,” “material adverse effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the Ordinary Course of Business, (c) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter (other than with respect to any section of the Company Disclosure Schedules or TDAC Disclosure Schedules, as applicable, referred to in any representation or warranty in this Agreement that expressly requires listing facts, circumstances or agreements in such section of the Company Disclosure Schedules or TDAC Disclosure Schedules, as applicable), or (d) notwithstanding the foregoing in sub-clause (c), constitute, or be deemed to constitute, an admission to any third party in any respect concerning such item or matter.

Section 12.16. Enforcement.

(a) The Parties agree that irreparable damage for which monetary damages (even if available) would not be an adequate remedy, would occur in the event that the Parties do not perform their respective obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. The Parties acknowledge and agree that the Parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of Damages or inadequacy of any remedy at Applicable Law, prior to the valid termination of this Agreement in accordance with Section 11.01, this being in addition to any other remedy to which they are entitled under this Agreement or Applicable Law.

(b) Each Party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other Parties have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The Parties acknowledge and agree that any Party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 12.16(b) shall not be required to provide any bond or other security in connection with any such injunction. The Parties acknowledge and agree that nothing contained in this Section 12.16 shall require any Party to institute any proceeding for (or limit any Party’s right to institute any proceeding for) specific performance under this Section 12.16 before exercising any termination right under Section 11.01 or pursuing damages.

Section 12.17. Non-Recourse. This Agreement may only be enforced against, and any Action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. No past, present or future director, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and no past, present or future director, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, the Acquisition Entities or TDAC under this Agreement of or for any Action based on, arising out of, or related to this Agreement or the transactions contemplated hereby. Notwithstanding anything to the contrary in this Section 12.17, nothing in this Section 12.17 shall limit (a) any liabilities or obligations against any party to an Ancillary Agreement in respect thereof or (b) any Party’s remedies in the event of fraud.

Section 12.18. TDAC Legal Representation. The Company hereby agrees on behalf of itself and its directors, officers, employees and Affiliates, and each of their respective successors and assigns (all such parties, the “Company Waiving Parties”), that any legal counsel (including Venable LLP) that represented TDAC, the Sponsor and/or the TDAC Designee prior to the Closing may represent the TDAC Designee, the Sponsor or any of the Sponsor’s Affiliates or the Sponsor’s or its Affiliates’ respective directors, members, partners, officers or employees, in each case, in connection with any Action or obligation arising out of or relating to this Agreement, notwithstanding its representation (or any continued representation) of TDAC or other Company Waiving Parties, and each of TDAC and the Company on behalf of itself and the Company Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Each of TDAC and the Company on behalf of itself and the Company Waiving Parties hereby further agrees that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Venable LLP) that represented the TDAC Designee, the Sponsor or any of the Sponsor’s Affiliates or the Sponsor’s or its Affiliates’ respective directors, members, partners, officers or employees prior to the Closing in any way related to the transactions contemplated hereby, the attorney/client privilege and the expectation of client confidence belongs to the TDAC Designee and the Sponsor and may be controlled by the TDAC Designee and the Sponsor, and shall not pass to or be claimed or controlled by the Company (after giving effect to the Closing) or any other Company Waiving Party; provided that the TDAC Designee and the Sponsor shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Company or any Company Waiving Party prior to the Closing with TDAC, the Sponsor or the TDAC Designee (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Second Merger Surviving Company and the Company. The Company acknowledges that the foregoing provisions apply whether or not any legal counsel (including Venable LLP) that represented TDAC, the Sponsor and/or the TDAC Designee prior to the Closing provides legal services to the Company, TDAC or any other Company Waiving Parties after the Closing Date.

Section 12.19. Company Legal Representation. TDAC hereby agrees on behalf of itself and its directors, officers, employees and Affiliates, and each of their respective successors and assigns (all such parties, the “TDAC Waiving Parties”), that any legal counsel (including Sullivan & Cromwell (Hong Kong) LLP and its affiliates) that represented the Company or any of its Affiliates prior to the Closing may represent the Company Designees, or any of the Company’s Affiliates or the Company’s Affiliates’ respective directors, members, partners, officers or employees, in each case, after the Closing in connection with any Action or obligation arising out of or relating to this Agreement, notwithstanding its representation of the Company prior to the Closing, and each of TDAC and the Company on behalf of itself and the TDAC Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Each of TDAC and the Company on behalf of itself and the TDAC Waiving Parties hereby further agrees that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Sullivan & Cromwell (Hong Kong) LLP and its affiliates) that represented the Company or any of its Affiliates or any of the Company’s Affiliates’ respective directors, members, partners, officers or employees prior to the Closing in any way related to the transactions contemplated hereby, the attorney/client privilege and the expectation of client confidence belongs to the Company Designees and may be controlled by the Company Designees, and shall not pass to or be claimed or controlled by the Second Merger Surviving Company (after giving effect to the Closing) or any other TDAC Waiving Party; provided that the Company Designees shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by TDAC or any TDAC Waiving Party prior to the Closing with the Company or the Company Designees (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Second Merger Surviving Company and the Company.

[Signature Pages Follow]

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

[Signature Page to Agreement and Plan of Merger]

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

[Signature Page to Agreement and Plan of Merger]

Exhibit 10.1

SPONSOR LETTER AGREEMENT

This SPONSOR LETTER AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2026, by and among Prologium Holding Inc., a Cayman Islands exempted company with limited liability (the “Company”), Translational Development Acquisition Corp., a Cayman Islands exempted company with limited liability (“TDAC”), and TDAC Partners LLC, a Delaware limited liability company (“Sponsor”).

WHEREAS, capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Agreement and Plan of Merger (the “Business Combination Agreement”) entered into as of May 27, 2026, by and among the Company, PLG Merger Sub 1, a Cayman Islands exempted company with limited liability and a wholly-owned direct Subsidiary of the Company (“Merger Sub 1”), PLG Merger Sub 2, a Cayman Islands exempted company with limited liability and a wholly-owned direct Subsidiary of the Company (“Merger Sub 2”), and TDAC, pursuant to which, among other things, (a) Merger Sub 1 will merge with and into TDAC, whereupon the separate corporate existence of Merger Sub 1 will cease, and TDAC will be the surviving company and continue its existence under the Cayman Islands Companies Act as a wholly-owned Subsidiary of the Company (the “First Merger”), and (b) immediately after the consummation of the First Merger, TDAC (as the surviving company of the First Merger) will merge with and into Merger Sub 2, whereupon the separate corporate existence of TDAC will cease, and Merger Sub 2 will be the surviving company and continue its existence under the Cayman Islands Companies Act as a wholly-owned Subsidiary of the Company (the “Second Merger” and, together with the First Merger, the “Mergers”);

WHEREAS, Sponsor is, as of the date of this Agreement, the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) and sole legal owner of (a)  4,657,500 TDAC Class B Ordinary Shares and (b) 4,850,000 TDAC Warrants exercisable for 4,850,000 TDAC Class A Ordinary Shares (all such securities set forth in clauses (a) and (b), being collectively referred to herein as the “Owned Securities”; and the Owned Securities and any other TDAC Ordinary Shares (or any securities convertible into or exercisable or exchangeable for TDAC Ordinary Shares) acquired by Sponsor after the date of this Agreement and during the term of this Agreement, being collectively referred to herein as the “Subject Securities”); and

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

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

Article 1
Representations and Warranties of Sponsor

Sponsor hereby represents and warrants to the Company and TDAC as follows:

Section 1.01.         Corporate Organization. Sponsor is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and has the requisite corporate power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted. Sponsor is duly licensed or qualified and in good standing (where such concept is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of Sponsor to consummate the transactions contemplated hereby.

Section 1.02.         Due Authorization. Sponsor has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within the Sponsor’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of the Sponsor. This Agreement has been duly and validly executed and delivered by the Sponsor and, assuming due and valid authorization, execution and delivery by each other party hereto, this Agreement constitutes a legally valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms hereof (except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into this Agreement on behalf of the Sponsor.

Section 1.03.         Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of other parties hereto contained in this Agreement, no consent of or with any Governmental Authority on the part of Sponsor is required to be obtained or made in connection with the execution, delivery or performance by Sponsor of this Agreement or the consummation by Sponsor of the transactions contemplated hereby, other than (a) applicable requirements, if any, of the Securities Act, the Exchange Act, and/or any state “blue sky” securities laws, and the rules and regulations thereunder and (b) where the failure to obtain or make such consents or to make such filings or notifications would not prevent, impede or, in any material respect, delay or adversely affect the performance by Sponsor of its obligations under this Agreement.

Section 1.04.         No-Conflict. The execution, delivery and performance by Sponsor of this Agreement do not and will not (a) contravene or conflict with or violate any provision of, or result in the breach of the organizational documents of Sponsor, (b) contravene or conflict with or result in a violation of any provision of any Applicable Law, Permit or Governmental Order binding upon or applicable to Sponsor or any of its properties or assets, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, any of the terms, conditions or provisions of any Contract to which Sponsor is a party, or (d) result in the creation or imposition of any Lien upon any of the properties or assets of Sponsor, except in the case of each of clauses (b) through (d) that would not prevent, impede or, in any material respect, delay or adversely affect the performance by Sponsor of its obligations under this Agreement.

Section 1.05.         Owned Securities. As of the date hereof, Sponsor is the beneficial and sole legal owner of the Owned Securities, and all such Owned Securities are owned by Sponsor free and clear of all Liens, other than Liens pursuant to (i) this Agreement, (ii) the Business Combination Agreement, (iii) the Ancillary Agreements, (iv) the TDAC Governing Document, and (v) the letter agreement, dated as of December 23, 2024, among TDAC, Sponsor and certain officers and directors of TDAC (the “Letter Agreement”), or (vi) any applicable securities laws. As of the date hereof, (a) the Owned Securities are the only equity securities in TDAC owned by the Sponsor, and (b) Sponsor has the sole right to vote the Owned Securities, and none of the Owned Securities is subject to any proxy, voting trust or other agreement, arrangement or restriction with respect to the voting of the Owned Securities, except as provided hereunder and under the Letter Agreement. Other than TDAC Warrants, the Sponsor does not hold or own any rights to acquire (directly or indirectly) any equity securities of TDAC or any equity securities convertible into, or which can be exchanged for, equity securities of TDAC.

Section 1.06.         Acknowledgement. Sponsor understands and acknowledges that each of the Company and TDAC is entering into the Business Combination Agreement in reliance upon Sponsor’s execution and delivery of this Agreement. Sponsor has received a copy of the Business Combination Agreement and is familiar with the provisions of the Business Combination Agreement.

Section 1.07.         Absence of Litigation. With respect to Sponsor, as of the date hereto, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of Sponsor, threatened against, Sponsor or any of Sponsor’s properties or assets (including Sponsor’s Owned Securities) that could reasonably be expected to prevent, delay or impair the ability of Sponsor to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Section 1.08.         Repeat of Certain Representations and Warranties. On each date after the date of this Agreement when Sponsor acquires the Subject Securities other than the Owned Securities, the representations and warranties contained in Section 1.05 and Section 1.07 shall be repeated with respect to the Subject Securities as of such later date.

Article 2
Representations and Warranties of TDAC

TDAC hereby represents and warrants to Sponsor and the Company as follows:

Section 2.01.      Corporate Organization. TDAC is an exempted company duly incorporated, is validly existing and is in good standing under the laws of the Cayman Islands and has the requisite corporate power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted. TDAC is duly licensed or qualified and in good standing (where such concept is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of TDAC to consummate the transactions contemplated hereby.

Section 2.02.      Due Authorization. TDAC has all requisite corporate power and authority to execute and deliver this Agreement, (subject to the consents, approvals, authorizations and other requirements described in Section 6.02 or Section 6.03 of the Business Combination Agreement) to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors of TDAC and no other corporate or equivalent proceeding on the part of TDAC is necessary to authorize this Agreement or TDAC’s performance hereunder (except that the TDAC Shareholder Approval is a condition to the consummation of the Mergers). This Agreement has been duly and validly executed and delivered by TDAC and, assuming due and valid authorization, execution and delivery by each other party hereto, this Agreement constitutes a legal, valid and binding obligation of TDAC, enforceable against TDAC in accordance with its terms, subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law (the “Enforceability Exceptions”).

Section 2.03.      No-Conflict. Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 6.03 of the Business Combination Agreement and obtaining the TDAC Shareholder Approval, the execution, delivery and performance by TDAC of this Agreement and the consummation of the transactions by TDAC contemplated hereby do not and will not (a) contravene or conflict with or violate any provision of, or result in the breach of the TDAC Governing Document, (b) contravene or conflict with or result in a violation of any provision of any Applicable Law, Permit or Governmental Order binding upon or applicable to TDAC or any of its properties or assets, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, any of the terms, conditions or provisions of any Contract to which TDAC is a party, or (d) result in the creation or imposition of any Lien upon any of the properties or assets of TDAC (including the Trust Account), except in the case of each of clauses (b) through (d) that would not prevent, impede or, in any material respect, delay or adversely affect the performance by TDAC of its obligations under this Agreement.

Article 3
Representations and Warranties of the Company

The Company hereby represents and warrants to Sponsor and TDAC as follows:

Section 3.01.         Corporate Organization. The Company is an exempted company duly incorporated, is validly existing and is in good standing under the laws of the Cayman Islands and has the requisite corporate power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted. The Company is duly licensed or qualified and in good standing (where such concept is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not, individually or in the aggregate, have a Company Material Adverse Effect.

Section 3.02.         Due Authorization. The Company has the requisite corporate power and authority to execute and deliver this Agreement, (subject to the consents, approvals, authorizations and other requirements described in Section 5.02 or Section 5.03 of the Business Combination Agreement) to perform all obligations to be performed by it hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors of the Company (the “Company Board”) and other than the consents, approvals, authorizations and other requirements described in Section 5.02 or Section 5.03 of the Business Combination Agreement, no other corporate proceeding on the part of the Company is necessary to authorize this Agreement or the Company’s performance hereunder. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by each other party hereto, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

Section 3.03.         No-Conflict. Subject to the receipt of the consents, approvals, authorizations, and other requirements set forth in Section 5.03 of the Business Combination Agreement, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not, (a) contravene or conflict with, or trigger shareholder rights that have not been duly waived under, the memorandum and articles of association or other organizational documents of the Company or any of its Subsidiaries, (b) contravene or conflict with or constitute a violation of any provision of any Applicable Law, Permit or Governmental Order binding upon or applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, any of the terms, conditions or provisions of any Significant Contract or (d) result in the creation or imposition of any Lien on any asset, property or Equity Security of the Company or any of its Subsidiaries (other than any Permitted Liens), except in the case of clauses (b) through (d) above as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Article 4
Agreement to Vote; Certain Other Covenants of Sponsor

Section 4.01.         Agreement to Vote. At any meeting of TDAC Shareholders prior to the termination of this provision pursuant to Section 4.07, however called, or at any adjournment thereof, or in any circumstance in which the vote, consent or other approval of the shareholders of TDAC is sought, Sponsor shall (a) if a meeting is held, appear at such meeting or otherwise cause the Subject Securities to be counted as present at such meeting for purposes of establishing a quorum, and (b) vote or cause to be voted (including by class vote and/or written consent, if applicable) the Subject Securities (i) in favor of each Transaction Proposal, (ii) against any proposal relating to an Acquisition Transaction, (iii) against any proposal, action or agreement that would impede, frustrate, prevent or nullify the consummation of the Mergers and the other transactions contemplated by the Business Combination Agreement, (iv) for the approval of an extension of the deadline for TDAC to consummate the Mergers and the other transactions contemplated by the Business Combination Agreement, or any adjournment thereof (“Extension Proposal”), and (v) each of the proposals and any other matters necessary or reasonably requested by TDAC for consummation of the Mergers and the other transactions contemplated by the Business Combination Agreement.

Section 4.02.          No Transfer. From the date of this Agreement until the date of termination of this Agreement, Sponsor shall not, directly or indirectly, (a) (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Subject Share, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (the actions specified in clauses (i) to (iii), collectively, “Transfer”), other than pursuant to the First Merger, (b) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Securities), or enter into any other agreement, with respect to any Subject Securities, in each case, other than as set forth in the Business Combination Agreement, the Ancillary Agreements or the voting and other arrangements under the TDAC Governing Document, (c) take any action that would reasonably be expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Sponsor from performing its obligations hereunder, or (d) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, Sponsor may make Transfers of the Subject Securities (A) pursuant to this Agreement, (B) upon the consent of the Company and TDAC, (C) between Sponsor and any of its Affiliates and any of Sponsor’s and its Affiliates’ respective executive officers and directors, and (D) by virtue of Sponsor’s organizational documents upon liquidation, dissolution or distribution, provided that in each case of clauses (A) through (D), such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and TDAC, agreeing to be bound by this Agreement to the same extent as Sponsor has been with respect to such transferred Subject Securities. Any action attempted to be taken in violation of this Section 4.02 will be null and void. Sponsor agrees with, and covenants to, the Company and TDAC that Sponsor shall not request TDAC to register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Securities, unless the Transfer is permitted by this Section 4.02.

Section 4.03.         Waiver of Dissenters’ Rights. Sponsor hereby irrevocably waives, and agrees not to exercise or assert, any dissenters’ rights under Section 238 of the Cayman Islands Companies Act and any other similar statute in connection with the Mergers and the Business Combination Agreement.

Section 4.04.         No Redemption. Sponsor irrevocably and unconditionally agrees that, from the date hereof and until the termination of this Agreement, Sponsor shall not elect to cause TDAC to redeem any Subject Securities now or at any time legally or beneficially owned by Sponsor, or submit or surrender any of its Subject Securities for redemption, in connection with the transactions contemplated by the Business Combination Agreement or the Extension Proposal.

Section 4.05.         New Shares. In the event that prior to the consummation of the Mergers (the “Closing”; and the date on which the Closing actually occurs, the “Closing Date”) (a) any TDAC Ordinary Shares or other securities of TDAC are issued or otherwise issued to Sponsor, including, without limitation, pursuant to any share dividend or distribution, or any change in any of the TDAC Ordinary Shares or other share capital of TDAC by reason of any share subdivision, recapitalization, consolidation, exchange of shares or the like, (b) Sponsor acquires legal or beneficial ownership of any TDAC Ordinary Shares after the date of this Agreement, including upon exercise of options, settlement of restricted share units or capitalization of working capital loans, or (c) Sponsor acquires the right to vote or share in the voting of any TDAC Ordinary Share after the date of this Agreement (collectively, the “New Securities”), the term “Subject Securities” for the purposes of this Agreement shall be deemed to refer to and include such New Securities (including all such share dividends and distributions and any securities into which or for which any or all of the Subject Securities may be changed or exchanged into).

Section 4.06.         Letter Agreement. Each of Sponsor and TDAC hereby agrees that (a) from the date hereof until the termination of this Agreement, none of them shall, or shall agree to, amend, modify or vary the Letter Agreement, except in connection with the transactions contemplated by the Business Combination Agreement; and (b) the Lock-Up Restrictions (as defined below) shall supersede the lock-up provisions contained in the Letter Agreement.

Section 4.07.         Termination. This Agreement shall terminate upon the earlier of:

(a)            the Closing, provided, however, that upon such termination, (i) Section 4.03, this Section 4.07, Section 4.08, Section 5.02, Section 5.05, Section 5.06 and Section 5.07 shall survive indefinitely; and (ii) Section 4.12 and Section 5.01 shall survive until the date on which none of the Company, Sponsor or any holder of a Locked-Up Share has any rights or obligations hereunder; and

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

Section 4.08.      Additional Matters. Sponsor shall, from time to time, (i) execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as the Company or TDAC may reasonably request for the purpose of effectively consummating the transactions contemplated by this Agreement, the Business Combination Agreement and the Ancillary Agreements and (ii) refrain from exercising any veto right, consent right or similar right (whether under the TDAC Governing Document or the Cayman Islands Companies Act) which would prevent, impede or, in any material respect, delay or adversely affect the consummation of the Mergers or any other transaction contemplated by this Agreement, the Business Combination Agreement and the Ancillary Agreements.

Section 4.09.         Waiver of Anti-Dilution Protection and Adjustment of Share Number. Subject to, and conditioned upon the subsequent occurrence of the Closing and effective as of immediately prior to the effective time of the First Merger (the “First Merger Effective Time”), Sponsor, in its capacity as the holder of at least a majority of the TDAC Class B Ordinary Shares in issue, hereby waives, and agrees not to exercise, assert or claim, to the fullest extent permitted by Applicable Law, any adjustment to the conversion ratio set forth in Article 17.3 of the TDAC Governing Document with respect to the TDAC Class B Ordinary Shares, solely in connection with the transactions contemplated by the Business Combination Agreement.

Section 4.10.         Confidentiality. Sponsor shall be bound by and comply with Section 9.09 (No Shop), Section 12.10 (Confidentiality) and Section 12.13 (Publicity) of the Business Combination Agreement (and any relevant definitions contained in any such sections) as if (a) Sponsor was an original signatory to the Business Combination Agreement with respect to such provisions, and (b) each reference to the “TDAC” contained in Section 9.09, Section 12.10 and Section 12.13 of the Business Combination Agreement also referred to Sponsor.

Section 4.11.         Consent to Disclosure. Sponsor consents to and authorizes the Company or TDAC, as applicable, to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Authority or applicable securities exchange, and any press release or other disclosure document that the Company or TDAC, as applicable, reasonably determines to be necessary or advisable in connection with the Mergers or any other transactions contemplated by the Business Combination Agreement or this Agreement, Sponsor’s identity and ownership of the Subject Securities, the existence of this Agreement and the nature of Sponsor’s commitments and obligations under this Agreement, and Sponsor acknowledges that the Company or TDAC may, in their sole discretion, file this Agreement or a form hereof with the SEC or applicable securities exchange. Sponsor agrees to promptly give the Company or TDAC, as applicable, any information that is in its possession that the Company or TDAC, as applicable, may reasonably request for the preparation of any such disclosure documents, and Sponsor agrees to promptly notify the Company and TDAC of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that Sponsor shall become aware that any such information shall have become false or misleading in any material respect.

Section 4.12.         Lock-Up Provisions.

(a)            Subject to the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), Sponsor agrees not to, without the prior written consent of the Company Board (which must include the consent of at least three (3) directors designated by the Company), Transfer any Locked-Up Shares (as defined below) held by it. The foregoing limitations shall remain in full force and effect for a period of twelve (12) months from and after the Closing (such period, the “Lock-Up Period”) with respect to all the Locked-Up Shares. For purpose of this Section 4.12, “Locked-Up Shares” means (i) any Company Class A Ordinary Shares held by Sponsor immediately after the First Merger Effective Time and (ii) any Company Warrants held by Sponsor immediately after the First Merger Effective Time and any Company Class A Ordinary Shares acquired by Sponsor upon the conversion, exercise or exchange of such Company Warrants.

(b)            The restrictions set forth in Section 4.12(a) (the “Lock-Up Restrictions”) shall not apply to:

(i)             Transfers to (a) the Sponsor’s officers or directors or any affiliate (as defined below) or immediate family (as defined below) of any of the Sponsor’s officers or directors, (b) any shareholder, partner or member of the Sponsor or their affiliates, (c) any affiliate of the Sponsor, or (d) any employees of the Sponsor or of its affiliates;

(ii)            Transfers by virtue of the laws of the state of the Sponsor’s organization and the entity’s organizational documents upon dissolution of the Sponsor;

(iii)           pledges of any Locked-Up Shares to a financial institution that create a mere security interest in such Locked-Up Shares pursuant to a bona fide loan or indebtedness transaction so long as Sponsor continues to control the exercise of the voting rights of such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares;

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

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

(vi)           Transfers made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; and

(vii)          transactions to satisfy any U.S. federal, state, or local income tax obligations of Sponsor (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), a change in or promulgation of new U.S. Treasury Regulations, or promulgation of any judicial or administrative guidance, in each case, after the date on which the Business Combination Agreement was executed by the parties, and such change or promulgation prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368 of the Code, in each case, solely to the extent necessary to cover any tax liability as a result of the transaction;

provided, however, that in the case of clauses (i) through (iii), these permitted transferees must enter into a written agreement, in substantially the form of this Agreement, agreeing to be bound by the Lock-Up Restrictions and shall have the same rights and benefits under this Agreement. For purposes of this paragraph, “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of an individual; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended.

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

(d)            In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the Locked-Up Shares, are hereby authorized to decline to make any Transfer of securities if such Transfer would constitute a violation or breach of the Lock-Up Restrictions.

Section 4.13.      No Inconsistent Agreement. The Sponsor hereby represents and covenants that the Sponsor has not entered into, and shall not enter into, any agreement that would restrict, limit or interfere with the performance of the Sponsor’s obligations hereunder.

Article 5
General Provisions

Section 5.01.      The Company shall remove, and shall cause to be removed (including by causing its transfer agent to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”), and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Class A Ordinary Shares or so that the Free Shares are in a like position. Notwithstanding Section 5.06, any holder of a Locked-Up Share is an express third-party beneficiary of this Section 5.01 and entitled to enforce specifically the obligations of the Company set forth in this Section 5.01 directly against the Company.

Section 5.02.      Notice. All notices and other communications among the parties hereunder shall be in writing and shall be deemed duly given (a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service or (d) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), to the Company and TDAC in accordance with Section 12.03 of the Business Combination Agreement and to Sponsor at the address set forth below (or at such other address for a party as shall be specified by like notice):

TDAC Partners LLC

52 E. 83rd Street,
New York, New York 10028

Attn:        Michael B. Hoffman

Email:      [email protected]

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

Venable LLP
151 W. 42^nd St.
New York, NY 10036
Attention:       William N. Haddad

Email:               [email protected]

Section 5.03.      Entire Agreement; Amendment. This Agreement constitutes the entire agreement and understanding between the parties hereto relating to the subject matter hereof and the transactions contemplated hereby and supersedes any other agreements and understandings, whether written or oral, that may have been made or entered into by or between the parties hereto relating to the subject matter hereof or the transactions contemplated hereby. This Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.

Section 5.04.      Assignment. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties hereto, except that, for the avoidance of doubt, in connection with a Transfer of any Subject Securities or Locked-Up Shares in accordance with the terms of this Agreement, transferee to whom such Subject Securities or Locked-up Shares (as applicable) are transferred shall thenceforth be entitled to all the rights and be subject to all the obligations under this Agreement; provided, that no such assignment shall relieve the assigning party of its obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any attempted assignment in violation of the terms of this Section 5.04 shall be null and void, ab initio. For the avoidance of doubt, no Transfer of Subject Securities, Locked-Up Shares or Free Shares shall be (or be deemed to be) an assignment of this Agreement or the rights or obligations hereunder.

Section 5.05.      Rights of Third Parties. The parties hereto hereby agree that their respective representations and warranties set forth herein are solely for the benefit of the other parties hereto, in accordance with and subject to the terms of this Agreement, and nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right or remedies under or by reason of this Agreement, including, without limitation, the right to rely upon the accuracy or completeness of the representations and warranties set forth herein.

Section 5.06.      Governing Law. This Agreement, and all Actions based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. Subject to ‎‎Section 12.08 of the Business Combination Agreement, any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be settled by arbitration to be held in Hong Kong, which shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules in force at the time of the commencement of the arbitration. There shall be three (3) arbitrators, among which one (1) shall be appointed by TDAC, one (1) appointed by the Company and one (1) appointed by the Secretary General of the HKIAC. The arbitration shall be conducted in English. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

Section 5.07.      Enforcement. The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that (a) the parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section 4.07, this being in addition to any other remedy to which they are entitled under this Agreement, and (b) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each party agrees that it will not allege, and each party hereby waives the defense, that the other parties have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 5.07 shall not be required to provide any bond or other security in connection with any such injunction.

Section 5.08.      Counterparts. This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument. Delivery by email to counsel for the other parties of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.

[Signature Pages Follow]

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

[Signature Page to Sponsor Letter Agreement]

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

[Signature Page to Sponsor Letter Agreement]

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

[Signature Page to Sponsor Letter Agreement]

Exhibit 10.2

VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2026, by and among Prologium Holding Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Translational Development Acquisition Corp., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“TDAC”), and the persons listed on Schedule A hereto (each, a “Company Shareholder” and collectively, the “Company Shareholders”).

WHEREAS, capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Agreement and Plan of Merger (the “Merger Agreement”) entered into by and among the Company, PLG Merger Sub 1, an exempted company with limited liability incorporated under the laws of Cayman Islands and a wholly-owned subsidiary of the Company (“Merger Sub 1”), PLG Merger Sub 2, an exempted company with limited liability incorporated under the laws of Cayman Islands and a wholly-owned subsidiary of the Company (“Merger Sub 2”), and TDAC, pursuant to which, among other things, (i) Merger Sub 1 will merge with and into TDAC, with TDAC surviving the First Merger as a wholly owned subsidiary of the Company (the “First Merger”), and (ii) TDAC will merge with and into Merger Sub 2, with Merger Sub 2 surviving the Second Merger as a wholly owned subsidiary of the Company (the “Second Merger” and together with the First Merger, the “Mergers”).

WHEREAS, each Company Shareholder is, as of the date of this Agreement, the beneficial and sole legal owner of the number of Pre-Recapitalization Company Shares, set forth opposite such Company Shareholder’s name on Schedule A hereto (such Pre-Recapitalization Company Shares, together with any other Pre-Recapitalization Company Shares acquired by such Company Shareholder after the date of this Agreement and during the term of this Agreement, being collectively referred to herein as the “Subject Shares”).

WHEREAS, as a condition to their willingness to enter into the Merger Agreement, the Company and TDAC have requested that each of the Company Shareholders enter into this Agreement.

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

Article I
Representations and Warranties of the Company Shareholders

Each Company Shareholder severally and not jointly hereby represents and warrants to the Company and TDAC during the period starting from the date hereof until the earlier of (1) the Closing and (2) the termination of the Merger Agreement in accordance with its terms (the “Exclusivity Period”) as follows:

1.1           Corporate Organization. Such Company Shareholder has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of organization and has the requisite corporate power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted. Such Company Shareholder if not an individual is duly licensed or qualified and in good standing (where such concept is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of such Company Shareholder to consummate the transactions contemplated hereby. If such Company Shareholder is an individual, such Company Shareholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder.

1.2           Due Authorization. Such Company Shareholder has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other corporate or equivalent proceeding on the part of such Company Shareholder is necessary to authorize this Agreement or such Company Shareholder’s performance hereunder. This Agreement has been duly and validly executed and delivered by such Company Shareholder and, assuming due authorization and execution by each other party hereto, this Agreement constitutes a legal, valid and binding obligation of such Company Shareholder, enforceable against such Company Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into this Agreement on behalf of such Company Shareholder.

1.3           Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of other parties hereto contained in this Agreement, no consent of or with any Governmental Authority on the part of such Company Shareholder is required to be obtained or made in connection with the execution, delivery or performance by such Company Shareholder of this Agreement or the consummation by such Company Shareholder of the transactions contemplated hereby, other than (a) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities laws, and the rules and regulations thereunder and (b) where the failure to obtain or make such consents or to make such filings or notifications would not prevent, impede or, in any material respect, delay or adversely affect the performance by such Company Shareholder of its obligations under this Agreement.

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

1.5           Subject Shares. As of the date hereof, such Company Shareholder is the beneficial and sole legal owner of its Subject Shares, and all such Subject Shares are owned by such Company Shareholder free and clear of all liens or encumbrances, other than liens or encumbrances pursuant to this Agreement, the Ancillary Agreements, the organizational documents of the Company, the agreements set forth on Schedule B (the “Investment Agreements”), any applicable securities laws or that would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of such Company Shareholder to perform its obligations under this Agreement or the consummation of the Mergers. Such Company Shareholder does not legally own any Equity Securities of the Company other than the Subject Shares. Such Company Shareholder has the sole right to vote the Subject Shares, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by (i) this Agreement, (ii) the Ancillary Agreements, (iii) the organizational documents of the Company, (iv) the Investment Agreements, (v) any applicable securities laws or (vi) that would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of such Company Shareholder to perform its obligations under this Agreement or the consummation of the Mergers.

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

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

1.8           Additional Representations and Warranties of Individual Company Shareholder. Each Company Shareholder who is an individual severally and not jointly hereby represents and warrants to the Company and TDAC that

(a)           such Company Shareholder is not a minor, and is of full age and sound mind.

(b)           such Company Shareholder (i) has such knowledge and experience in financial and business matters that he or she is capable of evaluating the risks of the transactions contemplated by the Merger Agreement and the Ancillary Agreements; and (ii) has been given a copy of the Merger Agreement and the Ancillary Agreements, is knowledgeable regarding the structure of the Mergers, including the basis and purpose of each of the Merger Agreement and the Ancillary Agreements to which he or she is a party and the transactions contemplated thereby and the roles of each of the respective parties thereto, and based on such information as the Company deems appropriate, made its own analysis and decision to enter this Agreement.

Article II
Representations and Warranties of TDAC

TDAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

2.1           Corporate Organization. TDAC is an exempted company with limited liability duly incorporated, is validly existing and is in good standing under the laws of the Cayman Islands and has the requisite corporate power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted. TDAC is duly licensed or qualified and in good standing (where such concept is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of TDAC to consummate the transactions contemplated hereby.

2.2           Due Authorization. TDAC has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors of TDAC and no other corporate or equivalent proceeding on the part of TDAC is necessary to authorize this Agreement or TDAC’s performance hereunder (except that the TDAC Shareholder Approval is a condition to the consummation of the Mergers). This Agreement has been duly and validly executed and delivered by TDAC and, assuming due authorization and execution by each other party hereto, this Agreement constitutes a legal, valid and binding obligation of TDAC, enforceable against TDAC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

2.3           No-Conflict. Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Sections 6.03 of the Merger Agreement and obtaining the TDAC Shareholder Approval, the execution, delivery and performance by TDAC of this Agreement and the consummation of the transactions by TDAC contemplated hereby do not and will not (a) contravene or conflict with or violate any provision of, or result in the breach of the TDAC Governing Documents, (b) contravene or conflict with or result in a violation of any provision of any law, Permit or Governmental Order binding upon or applicable to TDAC or any of its properties or assets, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, any of the terms, conditions or provisions of any Contract to which TDAC is a party, or (d) result in the creation or imposition of any Lien upon any of the properties or assets of TDAC (including the Trust Account), except in the case of each of clauses (b) through (d) that would not prevent, impede or, in any material respect, delay or adversely affect the performance by TDAC of its obligations under this Agreement.

Article III
Representations and Warranties of the Company

The Company hereby represents and warrants to each Company Shareholder and TDAC during the Exclusivity Period as follows:

3.1           Corporate Organization. The Company is an exempted company with limited liability duly incorporated, is validly existing and is in good standing under the laws of the Cayman Islands and has the requisite corporate power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted. The Company is duly licensed or qualified and in good standing (where such concept is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

3.2           Due Authorization. The Company has the requisite corporate power and authority to execute and deliver this Agreement, (subject to the consents, approvals, authorizations and other requirements described in Sections 5.02 and 5.03 of the Merger Agreement) to perform all obligations to be performed by it hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Company Board and other than the consents, approvals, authorizations and other requirements described in Sections 5.02 or 5.03 of the Merger Agreement, no other corporate proceeding on the part of the Company is necessary to authorize this Agreement or the Company’s performance hereunder (except that the Company Shareholder Approval is a condition to the consummation of the Mergers). This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by each other party hereto, this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

3.3           No-Conflict. Subject to the receipt of the consents, approvals, authorizations, and other requirements set forth in Section 5.03 of the Merger Agreement, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not, (a) contravene or conflict with, or trigger shareholder rights that have not been duly waived under, the organizational documents of the Company or any of its Subsidiaries, (b) contravene or conflict with or constitute a violation of any provision of any law, Permit or Governmental Order binding upon or applicable to the Company or any of its Subsidiaries or any of their respective assets or properties or (c) result in the creation or imposition of any Lien on any asset, property or Equity Security of the Company or any of its Subsidiaries (other than any Permitted Liens), except in the case of clauses (b) through (c) above as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Article IV
Agreement to Vote

Each Company Shareholder covenants and agrees during the Exclusivity Period:

4.1           Agreement to Vote. At any meeting of shareholders of the Company called to seek the Company Shareholder Approval, including any Extraordinary General Meeting of the Company, or at any adjournment thereof, or in connection with any written consent of shareholders of the Company or in any other circumstances upon which a vote, consent or other approval with respect to the Mergers, such Company Shareholder shall (i) vote or cause to be voted (including by class vote and/or written consent, if applicable) the Subject Shares in favor of granting the Company Shareholder Approval or, if there are insufficient votes in favor of granting the Company Shareholder Approval, in favor of the adjournment of such meeting of shareholders of the Company to a later date, and (ii) if a meeting is held, appear at such meeting or otherwise cause the Subject Shares to be counted as present at such meeting for purposes of establishing a quorum.

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

4.3           New Shares. In the event that prior to the Closing (i) any Pre-Recapitalization Company Shares, Company Ordinary Shares or other securities are issued or otherwise distributed to a Company Shareholder pursuant to any stock dividend or distribution, or any change in any of the Pre-Recapitalization Company Shares, Company Ordinary Shares or other share capital of the Company by reason of any stock split-up, recapitalization, combination, exchange of shares or the like, including any shares received pursuant to the Share Split, (ii) a Company Shareholder acquires legal or beneficial ownership of any Pre-Recapitalization Company Shares or Company Ordinary Shares after the date of this Agreement, including upon exercise of options, settlement or restricted share units or capitalization of working capital loans, or (iii) a Company Shareholder acquires the right to vote or share in the voting of any Pre-Recapitalization Company Share or Company Ordinary Share after the date of this Agreement (collectively, the “New Securities”), the terms “Subject Shares” shall be deemed to refer to and include such New Securities (including all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged into).

Article V
Certain Other Covenants of Company Shareholders

5.1           Investment Agreements.

(a)           With respect to each Investment Agreement, the Company Shareholders and the Company hereby agree that from the date hereof until the earlier of (x) termination of this Agreement and (y) termination of such Investment Agreement pursuant to Section 5.1(b), none of them shall, or shall agree to, amend, modify or vary such Investment Agreement.

(b)           Each of the Company Shareholders and the Company hereby agrees that, in accordance with the terms thereof, (i) the Investment Agreements, (ii) any rights of such Company Shareholder under the Investment Agreements and (iii) any rights under any other agreement providing for redemption rights, put rights, purchase rights or other similar rights not generally available to the shareholders of the Company, shall be terminated effective as of the Closing, and thereupon shall be of no further force or effect, without any further action on the part of any of the Company Shareholders or the Company, and neither the Company, the Company Shareholders, nor any of their respective affiliates or subsidiaries shall have any further rights, duties, liabilities or obligations thereunder.

5.2           Confidentiality. Each Company Shareholder shall be bound by and comply with Sections 12.10 and 12.13 (Confidentiality; Publicity) of the Merger Agreement (and any relevant definitions contained in such section) as if (a) such Company Shareholder was an original signatory to the Merger Agreement with respect to such provision, and (b) each reference to “Affiliates” contained in Section 1.01 of the Merger Agreement also referred to such Company Shareholder.

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

Article VI
General Provisions

6.1           Termination. This Agreement shall be effective from the date hereof and shall terminate automatically and become void and of no further force or effect, without any notice or other action by any Person, upon the earliest of (a) as to a Company Shareholder, the mutual written consent of the Company, such Company Shareholder and TDAC, (b) the termination of the Merger Agreement in accordance with its terms and (c) the Closing, provided that, in the event that the Merger Agreement is not terminated pursuant to its terms prior to the Closing, Article I through Article IV shall terminate upon the Closing but Article V shall survive indefinitely. The termination of this Agreement shall not relieve any party from any liability arising in respect of any willful and material breach of this Agreement prior to such termination. Upon the termination of this Agreement (or any portion thereof), this Article VI shall survive indefinitely.

6.2           Capacity as a Company Shareholder. Each Company Shareholder signs this Agreement solely in such Company Shareholder’s capacity as a shareholder of the Company, and not in such Company Shareholder’s capacity as a director or officer of the Company, if applicable.

6.3           Notice. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day) to the Company and TDAC in accordance with Section 12.03 of the Merger Agreement and to each Company Shareholder at its address set forth set forth on Schedule A hereto (or at such other address for a party as shall be specified by like notice).

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

6.5           Assignment. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties hereto, except that, for the avoidance of doubt, in connection with a Transfer of any Subject Shares in accordance with the terms of this Agreement, the transferee to whom such Subject Shares are transferred shall thenceforth be entitled to all the rights and be subject to all the obligations under this Agreement; provided, that no such assignment shall relieve the assigning party of its obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any attempted assignment in violation of the terms of this Section 6.5 shall be null and void, ab initio. For the avoidance of doubt, no Transfer of Pre-Recapitalization Company Shares or Company Ordinary Shares shall be (or be deemed to be) an assignment of this Agreement or the rights or obligations hereunder.

6.6           Rights of Third Parties. The parties hereto hereby agree that their respective representations and warranties set forth herein are solely for the benefit of the other parties hereto, in accordance with and subject to the terms of this Agreement, and nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right or remedies under or by reason of this Agreement, including, without limitation, the right to rely upon the accuracy or completeness of the representations and warranties set forth herein.

6.7           Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal substantive laws of the State of New York applicable to contracts entered into and to be performed solely within such state, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction. Any dispute, controversy, difference, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, or termination, or any dispute regarding non-contractual obligations arising out of or relating to this Agreement, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The arbitration proceedings shall be conducted in English. The law of this arbitration clause shall be Hong Kong law. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. For the avoidance of doubt, a request by a party hereto to a court of competent jurisdiction for interim measures necessary to preserve such party’s rights, including pre-arbitration attachments, injunctions, or other equitable relief, shall not be deemed incompatible with, or a waiver of, the agreement to arbitrate in this Section 6.7.

6.8           Enforcement. Each of the parties hereto agrees that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that (i) the parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section 6.1, this being in addition to any other remedy to which they are entitled under this Agreement, and (ii) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each party agrees that it will not allege, and each party hereby waives the defense, that the other parties have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 6.8 shall not be required to provide any bond or other security in connection with any such injunction.

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

[Signature pages follow]

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

[Signature Page to Voting Agreement]

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

[Signature Page to Voting Agreement]

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

[Signature Page to Voting Agreement]

Exhibit 10.3

LOCK-UP AGREEMENT

This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [          ], 2026, by and among Prologium Holding Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Translational Development Acquisition Corp., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“TDAC”), and the Persons listed on Schedule A hereto (each, a “Company Shareholder” and collectively, the “Company Shareholders”).

WHEREAS, capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Agreement and Plan of Merger (the “Merger Agreement”) entered into by and among the Company, PLG Merger Sub 1, an exempted company with limited liability incorporated under the laws of Cayman Islands and a wholly-owned subsidiary of the Company (“Merger Sub 1”), PLG Merger Sub 2, an exempted company with limited liability incorporated under the laws of Cayman Islands and a wholly-owned subsidiary of the Company (“Merger Sub 2”), and TDAC, pursuant to which, among other things, (i) Merger Sub 1 will merge with and into TDAC (the “First Merger”), with TDAC surviving the First Merger as a wholly owned subsidiary of the Company, and (ii) TDAC will merge with and into Merger Sub 2 (the “Second Merger” and together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a wholly owned subsidiary of the Company.

WHEREAS, each Company Shareholder is, as of the date of this Agreement, the beneficial and sole legal owner of the number of Pre-Recapitalization Company Shares, set forth opposite such Company Shareholder’s name on Schedule A hereto (such Pre-Recapitalization Company Shares, together with any other Pre-Recapitalization Company Shares acquired by such Company Shareholder after the date of this Agreement and during the term of this Agreement, with respect to a Company Shareholder, such Company Shareholder’s “Owned Shares”).

WHEREAS, as a condition to their willingness to enter into the Merger Agreement, the Company and TDAC have requested that each of the Company Shareholders enter into this Agreement.

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

Article I
Representations and Warranties of the Company Shareholders

Each Company Shareholder severally and not jointly hereby represents and warrants to the Company and TDAC as follows:

1.1           Corporate Organization. Such Company Shareholder has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of organization and has the requisite corporate power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted. Such Company Shareholder if not an individual is duly licensed or qualified and in good standing (where such concept is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of such Company Shareholder to consummate the transactions contemplated hereby. If such Company Shareholder is an individual, such Company Shareholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder.

1.2           Due Authorization. Such Company Shareholder has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other corporate or equivalent proceeding on the part of such Company Shareholder is necessary to authorize this Agreement or such Company Shareholder’s performance hereunder. This Agreement has been duly and validly executed and delivered by such Company Shareholder and, assuming due authorization and execution by each other party hereto, this Agreement constitutes a legal, valid and binding obligation of such Company Shareholder, enforceable against such Company Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into this Agreement on behalf of such Company Shareholder.

1.3           Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of other parties hereto contained in this Agreement, no consent of or with any Governmental Authority on the part of such Company Shareholder is required to be obtained or made in connection with the execution, delivery or performance by such Company Shareholder of this Agreement or the consummation by such Company Shareholder of the transactions contemplated hereby, other than (a) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities laws, and the rules and regulations thereunder and (b) where the failure to obtain or make such consents or to make such filings or notifications would not prevent, impede or, in any material respect, delay or adversely affect the performance by such Company Shareholder of its obligations under this Agreement.

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

1.5           Owned Shares. As of the date hereof, such Company Shareholder is the beneficial and sole legal owner of its Owned Shares, and all such Owned Shares are owned by such Company Shareholder free and clear of all liens or encumbrances, other than liens or encumbrances pursuant to this Agreement, the Ancillary Agreements, the organizational documents of the Company, the agreements set forth on Schedule B (the “Investment Agreements”), any applicable securities laws or that would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of such Company Shareholder to perform its obligations under this Agreement or the consummation of the Mergers. Such Company Shareholder does not legally own any Equity Securities of the Company other than the Owned Shares. Such Company Shareholder has the sole right to vote the Owned Shares, and none of the Owned Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Owned Shares, except as contemplated by (i) this Agreement, (ii) the Ancillary Agreements, (iii) the organizational documents of the Company, (iv) the Investment Agreements, (v) any applicable securities laws, or (vi) that would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of such Company Shareholder to perform its obligations under this Agreement or the consummation of the Mergers.

1.6           Acknowledgment. Such Company Shareholder understands and acknowledges that each of the Company and TDAC is entering into the Merger Agreement in reliance upon such Company Shareholder’s execution and delivery of this Agreement. Such Company Shareholder has received a copy of the Merger Agreement and is familiar with the provisions of the Merger Agreement.

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

1.8           Additional Representations and Warranties of Individual Company Shareholder. Each Company Shareholder who is an individual severally and not jointly hereby represents and warrants to the Company and TDAC that

(a)           such Company Shareholder is not a minor, and is of full age and sound mind.

(b)           such Company Shareholder (i) has such knowledge and experience in financial and business matters that he or she is capable of evaluating the risks of the transactions contemplated by the Merger Agreement and the Ancillary Agreements; and (ii) has been given a copy of the Merger Agreement and the Ancillary Agreements, is knowledgeable regarding the structure of the Mergers, including the basis and purpose of each of the Merger Agreement and the Ancillary Agreements to which he or she is a party and the transactions contemplated thereby and the roles of each of the respective parties thereto, and based on such information as the Company deems appropriate, made its own analysis and decision to enter this Agreement.

Article II
Representations and Warranties of TDAC

TDAC hereby represents and warrants to each Company Shareholder and the Company as follows:

2.1           Corporate Organization. TDAC is an exempted company with limited liability duly incorporated, is validly existing and is in good standing under the laws of the Cayman Islands and has the requisite corporate power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted. TDAC is duly licensed or qualified and in good standing (where such concept is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of TDAC to consummate the transactions contemplated hereby.

2.2           Due Authorization. Subject to the consents, approvals, authorizations and other requirements described in Section 6.02 and Section 6.03 of the Merger Agreement, TDAC has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors of TDAC and no other corporate or equivalent proceeding on the part of TDAC is necessary to authorize this Agreement or TDAC’s performance hereunder (except that the TDAC Shareholder Approval is a condition to the consummation of the Mergers). This Agreement has been duly and validly executed and delivered by TDAC and, assuming due authorization and execution by each other party hereto, this Agreement constitutes a legal, valid and binding obligation of TDAC, enforceable against TDAC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

2.3           No-Conflict. Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 6.03 of the Merger Agreement and obtaining the TDAC Shareholder Approval, the execution, delivery and performance by TDAC of this Agreement and the consummation of the transactions by TDAC contemplated hereby do not and will not (a) contravene or conflict with or violate any provision of, or result in the breach of the TDAC Governing Documents, (b) contravene or conflict with or result in a violation of any provision of any law, Permit or Governmental Order binding upon or applicable to TDAC or any of its properties or assets, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, any of the terms, conditions or provisions of any Contract to which TDAC is a party, or (d) result in the creation or imposition of any Lien upon any of the properties or assets of TDAC (including the Trust Account), except in the case of each of clauses (b) through (d) that would not prevent, impede or, in any material respect, delay or adversely affect the performance by TDAC of its obligations under this Agreement.

Article III
Representations and Warranties of the Company

The Company hereby represents and warrants to each Company Shareholder and TDAC as follows:

3.1           Corporate Organization. The Company is an exempted company with limited liability duly incorporated, is validly existing and is in good standing under the laws of the Cayman Islands and has the requisite corporate power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted. The Company is duly licensed or qualified and in good standing (where such concept is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

3.2           Due Authorization. The Company has the requisite corporate power and authority to execute and deliver this Agreement, (subject to the consents, approvals, authorizations and other requirements described in Sections 5.02 and 5.03 of the Merger Agreement) to perform all obligations to be performed by it hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Company Board and other than the consents, approvals, authorizations and other requirements described in Section 5.02 or 5.03 of the Merger Agreement, no other corporate proceeding on the part of the Company is necessary to authorize this Agreement or the Company’s performance hereunder (except that the Company Shareholder Approval is a condition to the consummation of the Mergers). This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by each other party hereto, this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

3.3           No-Conflict. Subject to the receipt of the consents, approvals, authorizations, and other requirements set forth in Section 5.03 of the Merger Agreement, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not, (a) contravene or conflict with, or trigger shareholder rights that have not been duly waived under, the organizational documents of the Company or any of its Subsidiaries, (b) contravene or conflict with or constitute a violation of any provision of any law, Permit or Governmental Order binding upon or applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, any of the terms, conditions or provisions of any Contract to which the Company is a party, or (d) result in the creation or imposition of any Lien on any asset, property or Equity Security of the Company or any of its Subsidiaries (other than any Permitted Liens), except in the case of clauses (b) through (d) above as would not reasonably be expected to have, individually or, in the aggregate, a Company Material Adverse Effect.

Article IV
Lock-up of Company Shareholders

4.1           Lock-Up Provisions.

(a)           Subject to the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), each Company Shareholder agrees not to, without the prior written consent of the board of directors of the Company, Transfer any Locked-Up Shares held by such Company Shareholder; provided, however, if any other holder of securities of the Company enters into an agreement relating to the subject matter set forth in this Article IV in connection with the Closing on terms and conditions that are less restrictive than those agreed to herein (or such terms and conditions are subsequently relaxed including as a result of a modification, waiver or amendment), then the less restrictive terms and conditions shall apply to each Company Shareholder. The foregoing limitations shall remain in full force and effect for each Company Shareholder for a period of, with respect to 100% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, (i) for the Founder Parties, eighteen (18) months from and after the Closing Date, (ii) for each of the Management (except the Founder Parties), twelve (12) months from and after the Closing Date, (iii) for nd SBCVC Navitas Limited (the “SBCVC Entities”), six (6) months from and after the Closing Date, (iv) for New Epoch and the New Horizon Shareholders, six (6) months from and after the Closing Date, and (v) for each Company Shareholders (other than the Founder Parties, the Management, the SBCVC Entities, New Epoch and the New Horizon Shareholders), six (6) months from and after the Closing Date (such periods set forth in the foregoing clauses (i) through (v), as applicable, the “Lock-Up Period”), with the percentages set forth in this sentence applying to the aggregate holdings of Locked-Up Shares held by all entities constituting such Company Shareholder (to the extent two (2) or more entities constitute such Company Shareholder), and calculated on an aggregated basis. For the avoidance of doubt, the Locked-Up Shares shall be measured on an as-exercised or as-converted basis, as applicable.

(b)           The restrictions set forth in Section 4.1(a) (the “Lock-Up Restrictions”) shall not apply to:

provided, however, that in the case of clauses (i) through (v), (vii) and (viii), these permitted transferees must enter into a written agreement, in substantially the form of this Agreement, agreeing to be bound by the Lock-Up Restrictions and shall have the same rights and benefits under this Agreement.

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

(d)           In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the Locked-Up Shares, are hereby authorized to decline to make any transfer of securities if such Transfer would constitute a violation or breach of the Lock-Up Restrictions.

(e)           The Company shall remove, and shall cause to be removed (including by causing its transfer agent to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”), and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or so that the Free Shares are in a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 4.1(e) and entitled to enforce specifically the obligations of the Company set forth in this Section 4.1(e) directly against the Company.

4.2           Certain Definitions. For purposes of this Article IV,

(a)           “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended;

(b)           “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of an individual;

(c)           “Founder Parties” shall mean the Founder and New Zone Corporation.

(d)           “Locked-Up Shares” shall mean, with respect to each Company Shareholder, (i) any Company Ordinary Shares held by such Company Shareholder immediately after the Second Merger Effective Time, (ii) any Company Ordinary Shares issuable upon the exercise of options or warrants to purchase Company Ordinary Shares held by such Company Shareholder immediately after the Second Merger Effective Time (along with such options or warrants themselves), and (iii) any Company Ordinary Shares acquirable upon the conversion, exercise or exchange of any securities convertible into or exercisable or exchangeable for Company Ordinary Shares held by such Company Shareholder immediately after the Second Merger Effective Time (along with such securities themselves);

(e)           “Management” shall mean all employees of the Company who hold Pre-Recapitalization Shares as of the date hereof;

(f)           “Transfer” shall mean, with respect to any securities, any (i) sale of, offer to sell, contract or agreement to sell, hypothecation of, pledge of, grant of any option, right or warrant to purchase or other transfer or disposition of, or agreement to transfer or dispose of, directly or indirectly, or establishment or increase of a put equivalent position in respect of, or liquidation or decrease of a call equivalent position in respect of, within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, any such securities, (ii) 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 such securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).

Article V
Certain Other Covenants of Company Shareholders

5.1           Confidentiality. Each Company Shareholder shall be bound by and comply with Sections 12.10 and 12.13 (Confidentiality; Publicity) of the Merger Agreement (and any relevant definitions contained in such sections) as if (a) such Company Shareholder was an original signatory to the Merger Agreement with respect to such provision, and (b) each reference to “Affiliates” contained in Section 1.01 of the Merger Agreement also referred to such Company Shareholder.

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

5.3            Trust Account Waiver. Each Company Shareholder acknowledges that TDAC is a blank check company with the powers and privileges to effect a Business Combination. Each Company Shareholder further acknowledges that, as described in the prospectus dated December 23, 2024 (the “Prospectus”), substantially all of TDAC’s assets consist of the cash proceeds of TDAC’s initial public offering and concurrent private placements of its securities and substantially all of the proceeds of the foregoing transactions have been deposited in the Trust Account for the benefit of TDAC, its public shareholders and the underwriters of TDAC’s initial public offering. Each Company Shareholder acknowledges that, except with respect to interest earned on the funds held in the Trust Account that may be released to TDAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of TDAC entering into the Merger Agreement, the receipt and sufficiency of which are hereby acknowledged, each Company Shareholder hereby irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to any monies in the Trust Account and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with TDAC or any other Person; provided, however, that nothing in this Section 5.3 shall amend, limit, alter, change, supersede or otherwise modify the right of the Company Shareholder 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 TDAC, or any of its successors or assigns, for any breach of this Agreement (but such action(s) or claim pursuant to clauses (a) or (b) shall not be against the Trust Account or any funds distributed from the Trust Account to holders of TDAC Ordinary Shares or other Persons in accordance with the TDAC Governing Document and the Trust Agreement).

Article VI
General Provisions

6.1           Termination. This Agreement shall be effective from the date hereof and shall terminate automatically and become void and of no further force or effect, without any notice or other action by any Person, upon the earliest of (a) as to a Company Shareholder, the mutual written consent of the Company, TDAC and such Company Shareholder, (b) the termination of the Merger Agreement in accordance with its terms and (c) the date on which none of the Company, TDAC or any holder of a Locked-Up Share has any rights or obligations hereunder; provided that, in the event that the Merger Agreement is not terminated pursuant to its terms prior to the Closing, Article I through Article IV shall terminate upon the Closing but Article V shall survive indefinitely. The termination of this Agreement shall not relieve any party from any liability arising in respect of any willful and material breach of this Agreement prior to such termination. Upon the termination of this Agreement (or any portion thereof), this Article VI shall survive indefinitely.

6.2           Capacity as a Company Shareholder. Each Company Shareholder signs this Agreement solely in such Company Shareholder’s capacity as a shareholder of the Company, and not in such Company Shareholder’s capacity as a director or officer of the Company, if applicable.

6.3           Notice. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage pre-paid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day) to the Company and TDAC in accordance with Section 12.03 of the Merger Agreement and to each Company Shareholder at its address set forth set forth on Schedule A hereto (or at such other address for a party as shall be specified by like notice).

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

6.5           Assignment. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties hereto, except that, for the avoidance of doubt, in connection with a Transfer of any Locked-Up Shares in accordance with the terms of this Agreement, the transferee to whom such Locked-Up Shares are transferred shall thenceforth be entitled to all the rights and be subject to all the obligations under this Agreement; provided, that no such assignment shall relieve the assigning party of its obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any attempted assignment in violation of the terms of this Section 6.5 shall be null and void, ab initio. For the avoidance of doubt, no Transfer of Company Ordinary Shares, Locked-Up Shares or Free Shares shall be (or be deemed to be) an assignment of this Agreement or the rights or obligations hereunder.

6.6           Rights of Third Parties. The parties hereto hereby agree that their respective representations and warranties set forth herein are solely for the benefit of the other parties hereto, in accordance with and subject to the terms of this Agreement, and nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right or remedies under or by reason of this Agreement, including, without limitation, the right to rely upon the accuracy or completeness of the representations and warranties set forth herein.

6.7           Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal substantive laws of the State of New York applicable to contracts entered into and to be performed solely within such state, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction. Any dispute, controversy, difference, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, or termination, or any dispute regarding non-contractual obligations arising out of or relating to this Agreement, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The arbitration proceedings shall be conducted in English. The law of this arbitration clause shall be Hong Kong law. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. For the avoidance of doubt, a request by a party hereto to a court of competent jurisdiction for interim measures necessary to preserve such party’s rights, including pre-arbitration attachments, injunctions, or other equitable relief, shall not be deemed incompatible with, or a waiver of, the agreement to arbitrate in this Section 6.7.

6.8           Enforcement. Each of the parties hereto agrees that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that (i) the parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section 6.1, this being in addition to any other remedy to which they are entitled under this Agreement, and (ii) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each party agrees that it will not allege, and each party hereby waives the defense, that the other parties have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 6.8 shall not be required to provide any bond or other security in connection with any such injunction.

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

[Signature pages follow]

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

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

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

Exhibit 10.4

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of [__________], 2026, is made and entered into by and among:

(a)            Prologium Holding Inc., a Cayman Islands exempted company with limited liability (the “Company”);

(b)            TDAC Partners LLC, a Delaware limited liability company (the “Sponsor”); and

(c)            certain shareholders of the Company, as set forth on Schedule A hereto (the “Legacy Equityholders” and, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and, collectively the “Holders”).

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

RECITALS

WHEREAS, Translational Development Acquisition Corp.(“TDAC”), the Company, PLG Merger Sub 1, a Cayman Islands exempted company with limited liability and a wholly-owned Subsidiary of the Company (“Merger Sub 1”), and PLG Merger Sub 2, a Cayman Islands exempted company with limited liability and a wholly owned Subsidiary of the Company (“Merger Sub 2”), entered into that certain Agreement and Plan of Merger, dated as of May 27, 2026 (collectively, the “Merger Agreement”), pursuant to which, among other things, Merger Sub 1 will merge with and into TDAC, whereupon the separate existence of Merger Sub 1 will cease, and TDAC will continue its existence under the Companies Act (As Revised) of the Cayman Islands (the “Cayman Islands Companies Act”) as a wholly owned Subsidiary of the Company (the “First Merger”);

WHEREAS, immediately following the consummation of the First Merger and as part of the same overall transaction, upon the terms and subject to the conditions in the Merger Agreement and in accordance with Part 16 of the Cayman Islands Companies Act, TDAC (as the surviving company of the First Merger) will merge with and into Merger Sub 2, whereupon the separate existence of TDAC will cease, and Merger Sub 2 will be the surviving company and continue its existence under the Cayman Islands Companies Act as a wholly owned subsidiary of the Company (the “Second Merger” and together with the First Merger, collectively, the “Mergers”);

WHEREAS, pursuant to the terms and provisions of the Merger Agreement, prior to the effective time of the Mergers, the Company will have undertaken the Recapitalization whereby, among other things, (a) the Pre-Recapitalization Company Shares of the Company held by the Legacy Equityholders will be recapitalized, repurchased and cancelled by the Company in exchange for the issuance of the Company Ordinary Shares, and (b) the Company will adopt an amended and restated memorandum and articles of association in substantially the form attached to the Merger Agreement as Annex A (the “Listing A&R AoA”);

WHEREAS, following the consummation of the Mergers, the Sponsor and the Legacy Equityholders will beneficially own Company Ordinary Shares; and

WHEREAS, in anticipation of the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), the Company and the Holders desire to enter into this Agreement on the date hereof, to be effective upon the Closing, pursuant to which the Company shall grant the Holders certain registration rights with respect to the Registrable Securities (as defined herein) on the terms and conditions set forth in this Agreement.

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

Article 1
DEFINITIONS

Section 1.01.         Definitions. The terms defined in this Article 1 shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Action” shall mean any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, case, litigation, proceeding or investigation (whether civil, criminal, administrative or investigative) by or before any court or grand jury, any Governmental Authority or any arbitration or mediation tribunal.

“Adverse Disclosure” shall mean any public disclosure of material non-public information (including information with respect to a potential financing, acquisition, disposition, merger, reorganization or similar transaction), which disclosure, in the good faith judgment of the Chief Executive Officer of the Company or the Board, after consultation with counsel to the Company, (a) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (b) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, and (c) the Company has a bona fide business purpose for not making public.

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

“Blackout Period” shall have the meaning given in Section 3.04(b).

“Block Trade” shall mean an offering and/or sale of Registrable Securities yielding aggregate gross proceeds in excess of $30 million by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction.

“Board” shall mean the board of directors of the Company.

“Cayman Islands Companies Act” shall have the meaning given in the Recitals hereto.

“Closing” shall have the meaning given in the Recitals hereto.

“Commission” shall mean the Securities and Exchange Commission.

“Company” shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.

“Demanding Holder” shall have the meaning given in Section 2.01(c).

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

“Filing Deadline” shall have the meaning given in Section 2.01(a).

“FINRA” shall mean the Financial Industry Regulatory Authority Inc.

“First Merger” shall have the meaning given in the Recitals hereto.

“Form F-1 Shelf” shall have the meaning given in Section 2.01(a).

“Form F-3 Shelf” shall have the meaning given in Section 2.01(a).

“Governmental Authority” shall mean any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency (which for the purposes of this Agreement shall include FINRA and the Commission), governmental commission, department, board, bureau, agency or instrumentality, arbitral panel, court or tribunal, whether domestic, foreign, multinational, or supranational exercising executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to government and any executive official thereof.

“Governmental Order” shall mean any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“Holder” and “Holders” shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.

“Holder Information” shall have the meaning given in Section 4.01(b).

“Law” shall mean any applicable U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, income tax treaty, Governmental Order, requirement or rule of law (including common law) or other binding directives promulgated, issued, entered into or taken by any Governmental Authority.

“Legacy Equityholders” shall have the meaning given in the Preamble hereto.

“Listing A&R AoA” shall have the meaning given in the Recitals hereto.

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

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

“Merger Agreement” shall have the meaning given in the Recitals hereto.

“Maximum Number of Securities” shall have the meaning given in Section 2.01(d) .

“Merger Sub 1” shall have the meaning given in the Recitals hereto.

“Merger Sub 2” shall have the meaning given in the Recitals hereto.

“Mergers” shall have the meaning given in the Recitals hereto.

“Minimum Takedown Threshold” shall have the meaning given in Section 2.01(c).

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

“New Registration Statement” shall have the meaning given in Section 2.01(f).

“Other Coordinated Offering” shall have the meaning given in Section 2.04(a) .

“Permitted Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Lock-Up Period pursuant to the Listing A&R AoA and the Lock-Up Agreement to which such Holder is a party.

“Piggyback Registration” shall have the meaning given in Section 2.02(a).

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

“Registrable Security” shall mean (a) any outstanding Company Class A Ordinary Share held by a Holder immediately following the Closing (including any Company Class A Ordinary Shares issued in connection with the Recapitalization, or issued or issuable in connection with the Mergers pursuant to the terms of the Merger Agreement), (b) any Company Class A Ordinary Share issued or issuable upon the conversion or exchange of any other class of the Company Ordinary Shares following the Closing in accordance with the Listing A&R AoA, (c) any Company Class A Ordinary Shares that may be acquired by Holders upon the exercise of a Company Warrant or other right to acquire Company Class A Ordinary Shares held by a Holder immediately following the Closing, (d) any Company Class A Ordinary Shares or Company Warrants held by the Sponsor to purchase Company Class A Ordinary Shares (including any Company Class A Ordinary Shares issued or issuable upon the exercise of any such Company Warrant held by the Sponsor), (e) any Shareholder Earnout Shares issued or issuable to a Holder at and following the Closing, and (f) any other Company Class A Ordinary Shares issued or issuable with respect to any securities referenced in clause (a), (b), (c), (d) or (e) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such security shall cease to be a Registrable Security upon the earliest to occur of: (a) the transfer of such security by a Holder to any Person other than (i) an Affiliate of such Holder, (ii) a lender pursuant to a bona fide pledge of such Registrable Securities or (iii) another Holder or an Affiliate of such other Holder; (b) the time at which such security ceases to be outstanding; (c) upon the sale of such security to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction; and (d) the time at which such security becomes eligible for sale without restriction under Rule 144.

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

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

(a)           all registration and filing fees (including fees with respect to filings required to be made with FINRA and any national securities exchange on which the Company Class A Ordinary Shares are then listed);

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

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

(d)           reasonable fees and disbursements of counsel for the Company;

(e)           reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(f)           reasonable fees and expenses of one legal counsel selected by the majority-in-interest of the securities requested to be registered by the Demanding Holders in a Shelf Registration (including any Subsequent Shelf Registration), an Underwritten Offering or a Underwritten Shelf Takedown, as the case may be (not to exceed $25,000 without the consent of the Company).

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

“Requesting Holders” shall have the meaning given in Section 2.01(d).

“Rule 144” shall mean Rule 144 promulgated under the Securities Act (or any successor rule then in effect).

“SEC Guidance” shall have the meaning given in Section 2.01(f).

“Second Merger” shall have the meaning given in the Recitals hereto.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf” shall mean the Form F-1 Shelf, the Form F-3 Shelf or any Subsequent Shelf Registration, as the case may be.

“Shelf Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“Sponsor” shall have the meaning given in the Preamble hereto.

“Subsequent Shelf Registration” shall have the meaning given in Section 2.01(b) .

“TDAC” shall have the meaning given in the Recitals hereto.

“Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

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

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

“Underwritten Shelf Takedown” shall have the meaning given in Section 2.01(c).

“Withdrawal Notice” shall have the meaning given in Section 2.01(e).

Article 2
REGISTRATIONS AND OFFERINGS

Section 2.01.         Shelf Registration.

(a)            Filing. The Company shall use its commercially reasonable efforts to file, within forty-five (45) calendar days following the Closing Date (the “Filing Deadline”), a Registration Statement for a Shelf Registration on Form F-1 or Form S-1, as applicable (the “Form F-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form F-3 or Form S-3, a Shelf Registration on Form F-3 or Form S-3, as applicable (the “Form F-3 Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two (2) Business Days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective no later than the ninetieth (90^th) calendar day (or one hundred and twentieth (120^th) calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the Filing Deadline; provided, however, that the Company’s obligations to include the Registrable Securities held by a Holder in the Shelf are contingent upon such Holder furnishing in writing to the Company such information regarding the Holder, the securities of the Company held by the Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and the Holder shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form F-1 Shelf (and any Subsequent Shelf Registration) to a Form F-3 Shelf as soon as practicable after the Company is eligible to use Form F-3.

(b)            Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.04, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities (determined as of two (2) Business Days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date), and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration shall be on Form F-3 or Form S-3, as applicable, to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form.

(c)            Requests for Underwritten Shelf Takedowns. Subject to the Lock-Up Agreements and to the provisions of this Section 2.01(c), 2.01(d) and 3.04, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder (being, in such case, a “Demanding Holder”) may, subject to the maximum number of Underwritten Shelf Takedowns pursuant to this Section 2.01(c), request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by all Holders selling any Registrable Securities in such offering with a total offering price reasonably expected to exceed, in the aggregate, $50 million (the “Minimum Takedown Threshold”); and under no circumstances shall the Company be obligated to effect more than an aggregate of two Underwritten Shelf Takedowns in any calendar year. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least ten (10) business days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown (such written notice, a “Takedown Demand”). The Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Company shall not be required to include any Holder’s Registrable Securities in such Underwritten Shelf Takedown unless such Holder accepts the terms of the underwriting as agreed between the Company and its Underwriter(s) and enters into and complies with an underwriting agreement with such Underwriter(s) in customary form (after having considered in good faith the comments from a single U.S. counsel for the Holders which are selling in the Underwritten Shelf Takedown). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Shelf Takedown pursuant to any then effective Registration Statement, including a Form F-3, that is then available for such offering.

(d)            Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Demanding Holder and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holder and the Requesting Holders (if any) desire to sell, taken together with all other Company Class A Ordinary Shares or other equity securities that the Company desires to sell and all other Company Class A Ordinary Shares or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, before including any Company Class A Ordinary Shares or other equity securities proposed to be sold by the Company or by other holders of any Company Class A Ordinary Shares or other equity securities, the Registrable Securities of the Demanding Holder and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that such Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Holder and Requesting Holders (if any) have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.

(e)            Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, if the majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in the relevant offering, such majority-in-interest of the Demanding Holders shall have the right to withdraw from such Underwritten Shelf Takedown upon written notification to the Company, each other Demanding Holder and Requesting Holder, and the applicable Underwriter(s). Following the receipt of any notice of withdrawal pursuant to this Section 2.01(e), the other Demanding Holders and Requesting Holders, provided they collectively qualify as Demanding Holders pursuant to Section 2.01(c) and the Minimum Takedown Threshold would still be satisfied, may elect to continue with the Underwritten Offering and such continued Takedown Demand shall count as a Takedown Demand of the continuing Demanding Holders for purposes of Section 2.01(c) and not of the withdrawing Demanding Holders. If an Underwritten Shelf Takedown is withdrawn and not continued pursuant to Section 2.01(e), the withdrawn Takedown Demand shall not count as an Underwritten Takedown for purposes of Section 2.01(c) if and only if one or more of the Demanding Holders reimburse the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown. For the avoidance of doubt, the withdrawn Takedown Demand shall count as an Underwritten Takedown if the Company is responsible for the Registration Expenses with respect to such Underwritten Shelf Takedown.

(f)             New Registration Statement. Notwithstanding the registration obligations set forth in this Section 2.01, in the event the Commission informs the Company that the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration as required by the Commission and/or (ii) withdraw the Shelf Registration and file a new registration statement (a “New Registration Statement”), on Form F-3 or if Form F-3 is not then available to the Company for such registration statement, on such other form available to register for resale of the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (“SEC Guidance”), including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company advocated with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of Registrable Securities held by the Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends the Shelf Registration or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form F-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration, as amended, or the New Registration Statement.

(g)            Effective Registration. Notwithstanding the provisions of Section 2.01(c) above or any other part of this Agreement, a Registration shall not count as a Registration unless and until (i) the Registration Statement has been declared effective by the Commission, and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that, if after such Registration Statement has been declared effective, an offering of Registrable Securities is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency, the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (x) such stop order or injunction is removed, rescinded or otherwise terminated, and (y) a majority-in-interest of the Demanding Holders initiating such Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Shelf Registration becomes effective or is subsequently terminated.

Section 2.02.         Piggyback Registration.

(a)            Piggyback Rights. Subject to Section 2.04(c), if the Company or any shareholder of the Company proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.01 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form F-4 or Form S-4 (or other similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, or (v) for a rights offering, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) calendar days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section 2.02(b), the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.02(a) to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into and comply with an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

(b)            Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Company Class A Ordinary Shares or other equity securities that the Company desires to sell, taken together with (i) the Company Class A Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.02(a) hereof, and (iii) the Company Class A Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:

(i)            if the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the Company Class A Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.02(a), pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Company Class A Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder;

(ii)           if the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the Company Class A Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.02(a), pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Company Class A Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Company Class A Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and

(iii)          if the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.01 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.01(d).

(c)            Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than the Demanding Holder, whose right to withdrawal from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.01(e)) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.01(e)), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.02(c).

(d)            Unlimited Piggyback Registration Rights. For purposes of clarity, subject to Section 2.01(e), any Piggyback Registration effected pursuant to Section 2.02 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.01(c) hereof.

Section 2.03.         Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), each Holder given an opportunity to participate in the Underwritten Offering pursuant to the terms of this Agreement agrees that it shall not initiate a new Transfer of any Company Class A Ordinary Shares or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day period beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of any Company Class A Ordinary Shares, except (a) in the event the Underwriters managing the offering otherwise agree by written consent and (b) Rule 10b5-1 trading plans (or similar plan) established or in effect prior to such 90-day period. Each Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

Section 2.04.         Block Trades; Other Coordinated Offerings.

(a)            Notwithstanding any other provision of ‎Article 2, but subject to Sections ‎2.03 and ‎3.04, at any time and from time to time when an effective Shelf is on file with the Commission and effective, if a Demanding Holder wishes to engage in (i) a Block Trade or (ii) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each case with a total offering price reasonably expected to exceed, in aggregate, the lesser of (A) $20 million and (B) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time period provided for in Section 2.01(c), such Demanding Holder shall notify the Company of the Block Trade or Other Coordinated Offering at least five (5) Business Days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering and any related due diligence and comfort procedures, in accordance with Sections ‎3.01(k) and ‎3.01(l).

(b)            Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.04(b).

(c)            Any Registration effected pursuant to this Section 2.04 shall be deemed an Underwritten Shelf Takedown and within the cap on Underwritten Shelf Takedowns provided in Section 2.01(c). Notwithstanding anything to the contrary in this Agreement, Section 2.02 hereof shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement.

(d)            The Company shall have the right to consent to the Underwriters and any sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks), which consent will not be unreasonably withheld, conditioned or delayed.

Article 3
COMPANY PROCEDURES

Section 3.01.         General Procedures. In connection with any Shelf and/or Underwritten Shelf Takedown, the Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as reasonably possible:

(a)            prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities have ceased to be Registrable Securities;

(b)            prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities included in such Registration Statement or the managing Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

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

(d)            prior to any public offering of Registrable Securities (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be reasonably necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

(e)            cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are then listed;

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

(g)            advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

(h)            at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein), furnish a copy thereof to each seller of such Registrable Securities or its counsel;

(i)             notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the occurrence of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.04 hereof;

(j)             permit a representative of the Holders, the Underwriter(s), if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense (except as otherwise set forth herein) in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter(s), attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriter(s) agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

(k)            obtain a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, Block Trade or Other Coordinated Offering that is registered pursuant to a Registration Statement, in customary form and covering such matters of the type customarily covered by “comfort” letters as the managing Underwriter or other similar type of sales agent or placement agent may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

(l)             on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent(s) or sales agent(s), if any, and the Underwriter(s), if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, the placement agent(s), sales agent(s), or Underwriter(s) may reasonably request and as are customarily included in such opinions;

(m)            in the event of any Underwritten Offering or Other Coordinated Offering that is registered pursuant to a Registration Statement, enter into and perform its obligations under an underwriting agreement, sales agreement or placement agreement, in usual and customary form, with the managing Underwriter(s), sales agent(s) or placement agent(s) of such offering;

(n)             make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in effect);

(o)             if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50 million with respect to an Underwritten Offering pursuant to Section 2.01(c) use its commercially reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter(s) in such Underwritten Offering;

(p)             otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, consistent with the terms of this Agreement, in connection with such Registration; and

(q)             upon request of a Holder, the Company shall (i) authorize the Company’s transfer agent to remove any legend on share certificates of such Holder’s Company Class A Ordinary Shares restricting further transfer (or any similar restriction in book entry positions of such Holder) if such restrictions are no longer required by the Securities Act or any applicable state securities laws or any agreement with the Company to which such Holder is a party, including if such shares subject to such a restriction have been sold on a Registration Statement, (ii) request the Company’s transfer agent to issue in lieu thereof Company Class A Ordinary Shares without such restrictions to the Holder upon, as applicable, surrender of any stock certificates evidencing such Company Class A Ordinary Shares, or to update the applicable book entry position of such Holder so that it no longer is subject to such a restriction, and (iii) use commercially reasonable efforts to cooperate with such Holder to have such Holder’s Company Class A Ordinary Shares transferred into a book-entry position at The Depository Trust Company, in each case, subject to delivery of customary documentation, including any documentation required by such restrictive legend or book-entry notation.

Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if such Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or Other Coordinated Offering that is registered pursuant to a Registration Statement.

Section 3.02.         Registration Expenses. All Registration Expenses shall be borne by the Company. It is acknowledged by the Holders that the Holders selling any Registrable Securities in an offering shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ or agents’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders, in each case pro rata based on the number of Registrable Securities that such Holders have sold in such Registration.

Section 3.03.         Requirements for Participation in Underwritten Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No person may participate in any Underwritten Offering or Other Coordinated Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.03 shall not affect the registration of the other Registrable Securities to be included in such Registration.

Section 3.04.         Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.

(a)            Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.

(b)            If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (i) require the Company to make an Adverse Disclosure, (ii) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (iii) in the good faith judgment of the majority of the Board, be materially detrimental to the Company and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose (any such period, a “Blackout Period”). In the event the Company exercises its rights under this Section 3.04(b), the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of the Blackout Period during which it exercised its rights under this Section 3.04(b).

(c)             (i) During the period starting with the date 60 days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date 120 days after the effective date of, a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of the applicable Shelf, or (ii) if, pursuant to Section 2.01(c), Holders have requested an Underwritten Shelf Takedown and the Company and such Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section ‎2.01(c) or ‎Section 2.04.

(d)             The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.04(b) or a registered offering pursuant to Section 3.04(c) shall be exercised by the Company, in the aggregate, for not more than 90 consecutive calendar days and not more than twice during any 12-month period.

Section 3.05.         Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.05. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell the Company Class A Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Article 4
INDEMNIFICATION AND CONTRIBUTION

Section 4.01.         Indemnification.

(a)            The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein , or if such losses, claims, damages, liabilities or out-of-pocket expenses are based on any such Holder’s violation of the federal securities laws or failure to sell the Registrable Securities in accordance with the intended plan of distribution contained in the Prospectus.

(b)             In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein, or if such losses, judgments, claims, damages, liabilities or out-of-pocket expenses are based on any such Holder’s violation of the federal securities laws or failure to sell the Registrable Securities in accordance with the intended plan of distribution contained in the Prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

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

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

(e)            If the indemnification provided under Section 4.01 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 4.01(e) shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.01(a)‎, ‎4.01(b) and ‎4.01(c) above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.01(e) were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 4.01(e). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.01(e) from any person who was not guilty of such fraudulent misrepresentation.

Article 5
MISCELLANEOUS

Section 5.01.         Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (a) when delivered in person, or (b) when delivered by FedEx or other internationally recognized overnight delivery service, in each case with a copy sent by e-mail to such Holder. Any notice or communication under this Agreement must be addressed, if to the Company, to No. 6-1, Ziqiang 7th Rd., Zhongli Dist., Taoyuan City 320023, Taiwan (R.O.C.), Attn: Althea Hsu, with a copy (which will not constitute notice) to Sullivan & Cromwell (Hong Kong) LLP, 20th Floor, Alexandra House, 18 Chater Road, Central, Hong Kong, Attn: Ching-Yang Lin, and if to any Holder, at such Holder’s address and e-mail address as set forth in the Company’s books and records. Any Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the Company notice in the manner herein set forth.

Section 5.02.         Assignment; No Third Party Beneficiaries.

(a)            This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

(b)            A Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any Permitted Transferees to whom it transfers Registrable Securities; provided that such Registrable Securities remain Registrable Securities following such transfer and such Permitted Transferee agrees to become bound by the terms and provisions of this Agreement.

(c)            No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.01 hereof, and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

(d)            Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Any attempted assignment in violation of the terms of this Section 5.02 shall be null and void, ab initio.

(e)            This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.02 hereof.

Section 5.03.         Captions. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

Section 5.04.         Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic means, including DocuSign, e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement, and such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

Section 5.05.         Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under Applicable Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under Applicable Law, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision of this Agreement is invalid, illegal or unenforceable under Applicable Law, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby (including the Mergers) are consummated as originally contemplated to the greatest extent possible.

Section 5.06.         Governing Law. This Agreement, the rights and duties of the parties hereto, any disputes (whether in contract, tort or statute), and the legal relations between the parties arising hereunder shall be governed by and interpreted and enforced in accordance with the laws of the State of New York without reference to its conflicts of law provisions.

Section 5.07.         Jurisdiction. Subject to ‎‎Section 5.08, any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be settled by arbitration to be held in Hong Kong, which shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules in force at the time of the commencement of the arbitration. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The law of the arbitration clause shall be Hong Kong law. The arbitration shall be conducted in English. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

Section 5.08.         Remedies. The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. The parties hereto acknowledge and agree that (a) such parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof and thereof, without proof of damages and without posting a bond, prior to the valid termination of this Agreement, this being in addition to any other remedy to which they are entitled under this Agreement, and (b) the right of specific enforcement is an integral part of the transactions contemplated hereby and without that right, none of the parties hereto would have entered into this Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties hereto have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 5.08 shall not be required to provide any bond or other security in connection with any such injunction.

Section 5.09.         Amendments and Modifications. Upon the written consent of (a) the Company, (b) Sponsor, and (c) the Holders holding a majority of the voting power of the then-outstanding Registrable Securities then held by all Holders in the aggregate, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that in the event any such waiver, amendment or modification would be disproportionate and adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

Section 5.10.         Termination of Existing Registration Rights. The registration rights granted under this Agreement shall supersede any registration, qualification or similar rights of the Holders with respect to any shares or securities of TDAC or the Company granted under any other agreement, and any of such preexisting registration, qualification or similar rights and such agreements shall be terminated and of no further force and effect.

Section 5.11.         Term. This Agreement shall be effective from and after the Closing Date and shall terminate upon the earlier of (i) the tenth (10th) anniversary of the Closing Date and (ii) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.05 and Article 4‎ shall survive any termination.

Section 5.12.         Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities held by such Holder in order for the Company to make determinations hereunder.

[Signature Pages Follow]

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

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

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

Exhibit 99.1

ProLogium, a Next Generation Solid-State Battery Developer with 10+ Years of Proven
Commercialization, to List on the Nasdaq through a Merger with Translational Development
Acquisition Corp.

TAIPEI, Taiwan & NEW YORK – May 27, 2026 – ProLogium Holding Inc. (“ProLogium” or the “Company”), a global leader in the innovation and manufacturing of next-generation solid-state batteries, and Translational Development Acquisition Corp. ("TDAC") (Nasdaq: TDAC), a special purpose acquisition company, today announced they have entered into a definitive agreement for a business combination that would result in ProLogium becoming a publicly listed company (the “Transaction”).

Upon closing of the Transaction, the combined company will be named ProLogium Technology and is expected to be listed on the Nasdaq under the ticker symbol “PRLG”.

For more than two decades, ProLogium has focused on a singular mission: moving solid-state battery technology from the lab to mass production. ProLogium’s proprietary lithium ceramic battery (LCB) platform is designed to deliver significant improvements in energy density, performance and safety. The 4th-generation technology features a triple safety mechanism consisting of non-flammable electrolyte, an all-ceramic separator and an active safety mechanism embedded in superfluidized all inorganic solid-state electrolyte -- marking the first battery with zero thermal runaway risk.

Vincent Yang, Founder and CEO of ProLogium, commented, "Today marks a pivotal moment in ProLogium’s journey in accelerating the commercialization of our industry-leading solid-state batteries. This Transaction is expected to provide us with the capital to fund our next phase of growth -- enabling us to scale the production of our 4th-generation superfluidized inorganic solid-state batteries, advance the construction of our new gigafactory in Dunkirk, France, and support our expansion into adjacent application verticals including data centers, aerospace and robotics while continuing to progress in EVs.”

“We are excited to partner with TDAC’s best-in-class team, who shares our vision of a new energy revolution that is built with next generation solid-state batteries. Today’s Transaction is a critical step in putting our batteries in the hands of more customers, powering cutting-edge technologies and enabling a more sustainable future for all."

Michael B. Hoffman, Chairman and CEO of TDAC, added, “We could not be more excited to partner with Vincent and his team on bringing ProLogium to the public capital markets. We believe that ProLogium is the future of distributed, mission critical energy based on their technological foundation and the capabilities to supply next generation batteries at gigawatt scale. The TDAC team has been involved in the future of energy for decades, including the building of companies such as Talen Energy and Pattern Energy; we see the need for high performance distributed energy capabilities across a host of markets that are only now accessible due to the breakthrough of ProLogium's Gen4 technology and manufacturing capabilities. ProLogium's partnerships with some of the most impressive companies on the planet to deliver new use cases for high performance batteries demonstrate its technology leadership and we believe the company's position as a leader in the energy future is bright.”

ProLogium’s technology leadership is built on a foundation of proprietary IP, with over 1,100 global battery patents and patent applications, and a proven track record of commercialization. The Company is currently advancing commercial applications with strategic partners in off-highway applications such as construction vehicles, and in energy applications and smart mobility markets.

Independent third-party testing further validates the differentiation of the Company’s technology: TÜV Rheinland recently confirmed a record 360 Wh/kg energy density for ProLogium’s latest battery – more than 50% above conventional batteries; and UL Solutions ARC testing verified that ProLogium’s ultra-safe all-inorganic superfluidized all inorganic solid-state battery undergoes no thermal runaway under the Heat-Wait-Seek (HWS) method, marking an industry breakthrough.

The transaction values Prologium at approximately $3.8B on a pre-money, net cash-free basis. ProLogium will seek funding by a combination of TDAC’s cash in trust and proceeds from a targeted common equity PIPE.

The boards of directors of both ProLogium and TDAC have approved the Transaction, which is expected to close in the second half of 2026, subject to approval by the shareholders of both ProLogium and TDAC, regulatory approvals, and other customary closing conditions.

Additional information about the Transaction, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by TDAC with the U.S. Securities and Exchange Commission ("SEC") and available at www.sec.gov.

Advisors

Cohen & Company Markets, a division of Cohen & Company Securities, LLC, is acting as the Exclusive Financial Advisor and Lead Capital Markets Advisor to ProLogium. Crédit Agricole Corporate and Investment Bank is acting as the placement agent to ProLogium. Sullivan & Cromwell LLP and LCS & Partners are serving as legal advisors to ProLogium. BTIG, LLC, is acting as the Exclusive Financial Advisor and Lead Capital Markets Advisor to TDAC. Venable is serving as legal advisor to TDAC.

About ProLogium

Founded in 2006, ProLogium is an energy innovation company dedicated to the development and manufacturing of next-generation lithium ceramic batteries, holding over 1,100 global patents (granted and pending). In 2013, ProLogium introduced the world’s first next-generation battery architecture featuring a 100% ceramic separator, becoming the first company globally to successfully commercialize solid-state batteries. In 2025, ProLogium again led the industry by introducing the world’s first superfluidized all-inorganic solid-state lithium ceramic battery, integrating the advantages of solid-state and liquid type batteries and redefining next-generation battery technology with automation-ready, scalable mass production and cost competitiveness. In 2026, ProLogium once again received the Edison Awards Gold Award for its superfluidized all-inorganic solid-state lithium ceramic battery technology.

With more than 13 years of manufacturing know-how, ProLogium is also the only company globally that can publicly demonstrate a solid-state battery mass-production line—proving that solid-state batteries are not merely a laboratory technology, but a mature solution ready for scalable manufacturing. In 2024, ProLogium inaugurated its first GWh-class gigafactory in Taoyuan, Taiwan, and has shipped more than 800,000 cells to date. In May 2024, ProLogium established its first overseas R&D center in Paris-Saclay, France, providing customized technical support for the European market. The Company’s first overseas GWh-class facility in Dunkirk, France, completed its environmental assessment and building permit process by the end of 2024, with construction expected to begin in 2026. Ramp-up is expected to begin between Q4 2028 and Q1 2029, followed by formal mass production and deliveries in Q2 2029.

About TDAC

TDAC is a blank check company incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. TDAC may pursue an acquisition opportunity in any business, industry, sector, or geographical location, and intends to focus on industries that complement its management team's background and intends to capitalize on the ability of its management team to identify and acquire a business.

TDAC's management team is led by Michael B. Hoffman, its chief executive officer and chairman of the board of directors, and Avanindra C. Das, chief financial officer. In addition, TDAC’s board includes E. Premkumar Reddy, Curtis T. Keith, Matthew A. Kestenbaum and Christopher Jarratt.

Important Information and Where to Find It

For additional information on the Transaction, see TDAC’s Current Report on Form 8-K, which will be filed concurrently with this press release. In connection with the Transaction, ProLogium will file a registration statement on Form F-4 with the SEC that will include a prospectus with respect to ProLogium’s securities to be issued in connection with the Transaction and a proxy statement with respect to the shareholder meeting of TDAC to vote on the Transaction. This communication does not contain all the information that should be considered concerning the Transaction and is not intended to form the basis of any investment decision or any other decision in respect of the Transaction. Before making any voting or investment decision, shareholders of TDAC, investors and other interested persons are advised to read CAREFULLY IN their ENTIRETY, when available, the preliminary proxy statement / prospectus (including any amendments thereto), as well as other documents to be filed with the SEC, because these documents will contain important information about ProLogium, TDAC and the Transaction. After the registration statement is declared effective, the definitive proxy statement / prospectus to be included in the registration statement will be mailed to shareholders of TDAC as of a record date to be established for voting on the Transaction. The preliminary and definitive proxy statement / prospectus to be included in the registration statement, once available, can also be obtained, without charge, at the SEC’s website at www.sec.gov or by directing a request to: [email protected].

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, or the Securities Act, and section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on beliefs and assumptions and on information currently available to ProLogium and TDAC. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including projections of market opportunity, number of customers or user and market share, the capability of ProLogium’s technology, ProLogium’s business plans including its plans to expand globally, the sources and uses of proceeds from the Transaction, the anticipated enterprise value of the combined company following the consummation of the Transaction, any benefits of ProLogium’s partnerships, strategies or plans as they relate to the Transaction, anticipated benefits of the Transaction and expectations related to the terms and timing of the Transaction are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. These statements are based on ProLogium and TDAC’s reasonable expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations. These factors are difficult to predict accurately and may be beyond ProLogium and TDAC’s control. Forward-looking statements in this communication or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for ProLogium or TDAC to predict these events or how they may affect ProLogium or TDAC. In addition, there will be risks and uncertainties described in the proxy statement / prospectus relating to the Transaction, which is expected to be filed by ProLogium with the SEC and other documents filed by ProLogium or TDAC from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Neither ProLogium nor TDAC can assure you that the forward-looking statements in this communication will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to: the occurrence of any event, change or other circumstances that could delay, impede or prevent the business combination or give rise to the termination of the business combination; the outcome of any legal proceedings that may be instituted against ProLogium or TDAC, the combined company or others following the announcement of the business combination; the inability to complete the business combination due to the failure to obtain approval of the shareholders of ProLogium and TDAC or of the parties to satisfy other conditions to closing; the amount of redemption requests may by TDAC’s public shareholders; the ability to maintain the stock exchange listing standards following the consummation of the business combination; the risk that the business combination disrupts current plans and operations of ProLogium or TDAC as a result of the announcement and consummation of the business combination; the ability to recognize the anticipated benefits of the business combination; costs related to the business combination; changes in applicable laws or regulations; international trade disputes, including threatened or implemented tariffs by the U.S. and threatened or implemented tariffs by foreign countries in retaliation; the ability of ProLogium to execute its business model, including market acceptance of its planned products and services; the combined company’s ability to raise capital; future financial performance of the combined company follow the business combination; the possibility that TDAC or the combined company may be adversely affected by other economic, business, and/or competitive factors; risks associated with ProLogium’s efforts to commercialize its products; ProLogium’s ability to maintain its existing agreements with third parties and to negotiate and enter into new definitive agreements on favorable terms, if at all; the impact of competing products on ProLogium’s business; intellectual property-related claims against ProLogium or the combined company; ProLogium’s dependence upon its key personnel and ability to attract and retain such personnel and additional qualified personnel; ProLogium’s ability to source the raw materials for its products; and other risks and uncertainties set forth in the section entitled “Risk Factors” in the registration statement on Form F-4 to be filed by ProLogium with the SEC and those included under the heading “Risk Factors” in the final prospectus for TDAC’s initial public offering, filed pursuant to Rule 424b(4) on December 23, 2024, and its annual report on Form 10-K for year ended December 31, 2025 and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC. There may be additional risks that neither ProLogium nor TDAC presently knows or that ProLogium and TDAC currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by ProLogium, TDAC, their respective directors, officers or employees or any other person that ProLogium and TDAC will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this communication represent the views of ProLogium and TDAC as of the date of this communication. Subsequent events and developments may cause those views to change. Except as required by applicable law, neither ProLogium nor TDAC has any duty to, and does not intend to, update or revise the forward-looking statements in this communication or elsewhere after the date of this communication. You should, therefore, not rely on these forward-looking statements as representing the views of ProLogium or TDAC as of any date subsequent to the date of this communication.

Participants in Solicitation

ProLogium and TDAC and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the Transaction described in this communication under the rules of the SEC. Information about the directors and executive officers of TDAC and their ownership is set forth in TDAC’s filings with the SEC, including TDAC’s final prospectus for its initial public offering, filed pursuant to Rule 424b(4) on December 23, 2024, its Form 10-K for the year ended December 31, 2025 and subsequent filings under section 16 of the Exchange Act or on Form 10-Q. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of TDAC’s shareholders in connection with the Transaction will be set forth in the registration statement containing the preliminary proxy statement/prospectus when those are filed with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov or by directing a request to: [email protected].

No Offer or Solicitation

This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of ProLogium or TDAC, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale 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.

Contacts

[email protected]

[email protected]

Exhibit 99.2

1 Investor Presenta t ion M a y 2 0 26

2 Di s cl a imer T h is do c u m en t c o n t a i n s c o n fi d en ti a l i n f o r m a ti o n regard i n g P r o l o g i u m H o l d i n g I n c . ( t h e “ C o m pan y ” ) , T ran sl a ti o na l D e v e l o p m en t Ac qu isiti o n C o rp . ( “ T DAC ” ) and t h e i r re s p e c t iv e s u b si d i a r i e s , s h areh o l der s and a s s o ci a t e d under t a ki n g s and t h e i r bu si n e s s e s . T h is pre s e n t a ti o n ha s been prepared to a ss i s t i ntere s ted part i e s i n m a k i ng t he i r o w n e v a l uat i on w i th re s pe c t to a poten t i a l bu s i ne ss c o m b i nat i on bet w ee n t h e C o m pan y and T DAC and t h e re l a t e d t r an s a c t i o n s ( t o ge t h er , t h e “ P o t e n ti a l B u si n e s s C o m b i n a ti o n ” ) and f o r no o t h er purpo s e . T h is do c u m en t is be i n g m ade a v a il a b l e on a c o n fi d en ti a l ba sis , and s u b j e c t t o t h e f o ll o wi ng p ro visi o n s , t o a li m it e d nu m ber o f per s o n s w h o m a y be i n t e re s t ed i n t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n . I t is iss u ed f o r t h e e x c l u siv e u s e o f t h e per s o n s t o w h o m i t i s addre s s ed , wit h a vi e w t o a s s is t i n g t h e re ci p i e n t i n d e ci d i n g w h e t h er it wis h e s t o pro c e ed wit h t h e f u r t h er i n v e s t i g a ti o n o f t h e C o m pan y and T DAC. By r e vi e wi ng or read i n g t h is pre s e n t a ti o n , y o u will be dee m ed t o ha v e agreed t o t h e ob li g a ti o n s and re s t r ic t i o n s s e t ou t be l o w . Wit h ou t t h e e x p re s s pr i o r w r it t en c o n s e n t o f T DAC and t h e C o m pan y , t h is pre s e n t a ti o n and an y i n f o r m a ti o n c o n t a i n ed wit h i n it m a y no t be (1) reprodu c e d ( i n w h o l e or i n p ar t ) , (2) c o p i e d a t an y ti m e , (3) u s e d f o r an y purpo s e o t h er t h an y o ur e v a l u a ti o n o f t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n or (4) pro vi d ed t o or re vi e w e d b y an y o t h er per s o n , e x c ep t y o ur e m p l o y e e s and ad vis o r s wit h a need t o k n o w and w h o a re d i r e c t ed t o k e ep t h is pre s e n t a ti o n c o n fi d en ti a l. T he re ci p i e n t o f t h is pre s e n t a ti o n a c k no wl edge s t h a t it (a) is a w a re t h a t U n it e d St a t e s s e c u r iti e s l a ws proh i b it an y per s o n w ho ha s m a t e r i a l, no n - pub lic i n f o r m a ti o n c o n c e rn i n g a c o m pan y f r o m pur c h a si n g and s e ll i ng s e c u r iti e s o f s u c h c o m pan y or f r o m c o mm un i c a ti n g s u c h i n f o r m a ti o n t o an y o t h er per s o n under ci r c u m s t an c e s i n w h ic h it is rea s o nab ly f o re s e eab l e t h a t s u c h per s o n m a y pur c h a s e or s e ll s u c h s e c u r i t i e s and (b) will ne it h er u s e , nor c a u s e an y t h i r d par t y t o u s e t h is i n v e s t or pre s e n t a ti o n or an y i n f o r m a ti o n c o n t a i n ed here in in vi o l a ti o n o f t h e S e c u r iti e s Exc h ange Act o f 1934 , a s a m ended , i n cl u d i n g , wit h ou t li m it a ti o n , R u l e 10 b - 5 t h ereunder or an y o t h er app lic ab l e s e c u r iti e s l a w. N e it h er t h e C o m pan y , T DAC nor t h e i r re s p e c t iv e s h areho l d er s nor an y o f t h e i r ho l d i n g c o m pan i e s , s u b si d i a r i e s , a s s o ci a t e d und e r t a ki n g s or c o n t r o ll i ng per s o n s , nor an y o f t h e i r re s p e c t iv e d i r e c t or s , o f f ic e r s , par t n er s , e m p l o y e e s , agen t s , repre s e n t a ti v e s o r ad vis e r s m a k e s an y repre s e n t a ti o n or w a rran t y , e x p re s s or i m p li e d , a s t o t h e a c c ura c y or c o m p l e t e ne s s o f t h e i n f o r m a ti o n c o n t a i n ed i n th is do c u m en t or o t h er wis e m ade a v a il a b l e nor a s t o t h e rea s o nab l e ne s s o f an y a s s u m p ti o n c o n t a i n ed here i n or t h ere i n and an y li a b il i t y t h e r e f ore ( i n cl u d i n g i n r e s p e c t o f d i r e c t , i n d i r e c t or c o n s e quen ti a l l o s s o r da m age) is e x p re s s ly d iscl a i m ed . N o t h i n g c o n t a i n ed here i n or t h ere i n is , or s h a l l b e re li e d upon a s , a p ro m is e or repre s e n t a ti o n , w h e t h er a s t o t h e pa s t or t h e f u t u re. T h is do c u m en t doe s no t purpor t t o c o n t a i n a ll o f t h e i n f o r m a ti o n t h a t m a y be requ i r ed t o e v a l u a t e t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n and an y re ci p i e n t hereo f s h ou l d c o ndu c t it s o w n i n dependen t ana lysis o f t h e C o m pan y and T DAC and t h e da t a c o n t a i n ed or re f e r r e d t o here i n . N e it h er t h e C o m pan y nor T DAC under t a k e s or e x p e c t s t o upda t e or o t h er wis e re vis e t h is do c u m en t or an y o t h er m a t e r i a ls s u pp li e d. N o i n f or m a t i on s e t ou t i n t h is do c u m en t will f or m t he ba si s o f an y c o n t ra c t . A n y pro s p e c t iv e i n v e s tor will be requ i red t o a c k no w l edge i n t he pur c h a s e c o n t ra c t t ha t it ha s no t re li e d on , or been i ndu c e d t o en t er i n t o s u c h agree m en t b y , an y repre s e n t a t i o n o r w a rran t y , s a v e a s e x p re s s ly s e t ou t i n s u c h agree m en t . T h is do c u m en t and an y ora l s t a t e m en t s m ade i n c onne c t i o n wit h t h is pre s e n t a ti o n do no t c o n s t it u t e an o f fer or i n vi t a ti o n f o r t h e s a l e or pur c h a s e o f t h e s e c u r iti e s or an y o f t h e a s s e t s , bu si n e s s or under t a ki n g de s c r i b ed here i n , or t h e s o licit a ti o n o f an y v o t e , c o n s e n t or appro v a l i n an y j u r is d ic t i o n i n c onne c t i o n wit h t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n o r an y re l a t e d t r an s a c t i o n s , nor s h a ll t h ere be an y s a l e , is s uan c e or t r an s f er o f an y s e c u r iti e s i n a n y j u r is d ic t i o n w h ere , or t o an y per s o n t o w h o m , s u c h o f fer , s o licit a ti o n or s a l e m a y b e un l a w f u l under t h e l a ws o f s u c h j u r is d ic t i o n . T h is pre s e n t a ti o n doe s no t c o n s t it u t e e it h er ad vic e or a re c o mm enda ti o n regard i n g an y s e c u r iti e s . A n y o f fer t o s e l l s e c u r iti e s will be m ade on ly pur s u an t t o a de fi n itiv e f u ll y - e x e c u t e d de fi n itiv e agree m en t and will be m ade i n re li a n c e on an e x e m p ti o n f r o m reg is t ra ti o n under t h e S e c u r iti e s Act o f 1933 , a s a m ended , f o r o f fer s and s a l e s o f s e c u r iti e s t h a t do no t i n v o lv e a pub lic o f fer i n g . T DAC and t he C o m pan y re s e r v e t h e r i g h t t o wit h dra w or a m end for an y rea s o n an y o f fer i n g and t o re j e c t an y de fi n itiv e agree m en t f o r an y re a s o n . T he c o mm un ic a ti o n o f t h is pre s e n t a ti o n is re s t r ic t ed b y l a w ; i t is no t i n t e nded f o r d is t r i b u ti o n t o , or u s e b y an y per s o n i n , an y j u r is d ic t i o n w h e re s u c h d is t r i b u ti o n or u s e w o u l d be c o n t r ar y t o l o c a l l a w or regu l a ti o n . T he S h areho l d er s re s e r v e t h e r i g h t t o nego ti a t e wit h on e or m ore pro s p e c t iv e i n v e s t or s a t an y t i m e and t o en t e r i n t o a de fi n itiv e agree m en t f o r t h e s a l e f o r t h e fi n an ci n g o f t h is t r an s a c t i o n wit h ou t pr i o r no ti c e t o t he o t h er pro s p e c t iv e i n v e s t or s . T he S h areho l d er s , t h e C o m pan y and T DAC ea c h a ls o re s e r v e s t h e r i g h t , wit h ou t ad v a n c e no ti c e , t o c h ange t h e pro c e dure ; or t o t e r m i n a t e nego ti a ti o n s a t an y ti m e p r i o r t o t h e en t r y i n t o o f an y b i n d i n g c o n t r a c t f o r t h is t r an s a c t i o n.

3 Forw a r d - Lo o ki n g Statements I n f o r m a ti o n i n t h is pre s e n t a ti o n repre s e n t s c u rren t e x p e c t a ti o n s re l a ti n g t o t r an s a c t i o n s t ru c t ure and is s u b j e c t t o f u r t h er d isc u s s i o n and nego ti a ti o n o f de fi n itiv e do c u m en t a ti o n i n it s en ti r e t y . A l l s t a t e m en t s i n th is pre s e n t a ti o n o t h er t h an s t a t e m en t s o f h is t or ic a l f a c t , i n cl u d i n g , bu t no t li m it e d t o , s t a t e m en t s regard i n g t h e C o m pan y ’ s f u t u re opera ti n g re s u lt s , fi n an ci a l po si t i o n , bu si n e s s s t ra t e g y , addre s s ab l e m ar k e t , an ti c i p a t e d bene fi t s o f it s t e c h no l o g i e s , and p l a n s and ob j e c t iv e s f o r f u t u re opera ti o n s and o f fer i n g s are “ f o r w a r d - l o o ki n g s t a t e m en t s ” and c a n o f ten be i d en ti f i e d b y t h e u s e o f t e r m i n o l o g y s u c h a s “ m a y , ” “ will, ” “ e s t i m a t e , ” “ i n t e nd , ” “ c o n ti n ue , ” “ be li e v e , ” “ e x p e c t , ” “ an ti c i p a t e , ” “ s h ou l d , ” “ c o u l d , ” “ po t e n ti a l , ” “ pro j e c t i o n , ” “ f o re c a s t , ” “ p l a n , ” “ t r end , ” “ a s s u m p ti o n , ” “ oppor t u n it y, ” “ pred ic t , ” “ s e e k , ” “ t ar ge t, ” or si m il a r t e r m i n o l o g y , a lt h ough no t a ll f o r w a rd - l o o ki n g s t a t e m en t s c o n t a i n t h e s e i d en ti f yi n g t e r m s . A n y s t a t e m en t s t h a t re f e r t o e x p e c t a ti o n s , pro j e c t i o n s or o t h er c h a r a c t er iz a ti o n s o f f u t u re e v e n t s or ci r c u m s t an c e s , i n cl u d i n g pro j e c t i o n s o f m ar k e t oppor t u n it y , nu m ber o f c u s t o m er s and m ar k e t s h a re , t h e c a pab il i t y o f t h e C o m pan y ’ s t e c h no l o g y , C o m pan y ’ s bu si n e s s p l a n s i n cl u d i n g it s p l a n s t o e x p and g l o ba lly, t h e s o ur c e s and u s e s o f pro c e ed s f r o m t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n , t h e an ti c i p a t e d en t e rpr is e v a l u e o f t h e c o m b i n ed c o m pan y f o ll o wi ng the c o n s u mm a ti o n o f t h e Po t en ti a l B u si n e s s C o m b i n a ti o n , an y bene fi t s o f C o m pan y ’ s par t n er s h i p s , s t ra t e g i e s or p l a n s a s t h e y re l a t e t o t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n , a n ti c i p a t e d bene fi t s o f t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n and e x p e c t a ti o n s re l a t e d t o t h e t e r m s and ti m i n g o f t h e P o t e n ti a l B u s i ne s s C o m b i n a ti o n are a ls o f o r w a r d - l o o ki n g s t a t e m en t s. T he s e f or w a r d - l oo ki n g s ta t e m en t s are ba s e d upon t he C o m pan y m anage m en t ’ s c u rren t e x p e c ta t i on s , a s s u m p t i on s and e s t i m a t e s a s o f t he da t e o f t h is pre s e n t a t i on , are s u b j e c t t o c h ange and are no t guaran t ee s o f f u t ure re s u lt s or t he t i m i ng t hereo f. W h il e T D A C a nd t he C o m pan y m a y e l e c t t o upda t e t h e s e f o r w a r d - l o o ki n g s t a t e m en t s i n t h e f u t u re , ea c h is no t under an y ob li g a ti o n , and e x p re s s ly d iscl a i m s a n y du t y , t o upda t e or o t h er wis e re vis e t h e i n f o r m a ti o n a f ter t h e da t e o f t h is pre s e n t a ti o n , w h e t h er a s a re s u lt o f ne w i n f o r m a ti o n , ne w de v e l o p m en t s or o t h er wis e. N e it h er C o m pan y nor T DAC c a n a s s ure y o u t h a t t h e f o r w a r d - l o o ki n g s t a t e m en t s i n t h is pre s e n t a ti o n will pro v e t o be a c c ura t e . T he s e f o r w a r d - l o o ki n g s t a t e m en t s are s u b j e c t t o a nu m ber o f r isk s and un c e r t a i n ti e s , i n cl u d i n g , a m ong o t h er s , t h e o c c urren c e o f an y e v e n t , c h ange or o t h er ci r c u m s t an c e t h a t c o u l d de l a y , i m pede o r pre v e n t t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n or g iv e r is e t o t h e t e r m i n a ti o n o f t h e B u si ne s s C o m b i n a ti o n A g ree m en t ; t h e ou t c o m e o f an y l e ga l pro c e ed i n g s t h a t m a y be i n s t it u t e d aga i n s t C o m pan y or T DAC, t h e c o m b i n ed c o m pan y or o t h er s f o ll o wi ng t h e announ c e m en t o f t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n ; t h e i n ab il i t y t o c o m p l e t e t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n d ue t o t h e f a il u re t o ob t a i n appro v a l o f t h e s h areho l d er s o f C o m pan y or T DAC or t o s a ti s f y o t h er c o nd iti o n s t o cl o si n g ( i n cl u d i n g t h e $250 m il l i o n M i n i m u m C a s h c o nd iti o n) ; f a il u re t o ob t a i n T DAC dead li n e e x t en si o n , t h e a m oun t o f rede m p ti o n reque s t s m ade b y T DAC ’ s pub lic s h areho l d er s or t h e C o m pan y S h areho l d er s ; t h e ab il i t y t o m a i n t a i n t h e s t o c k e x c hange listi n g s t andard s f o ll o wi ng t h e c o n s u mm a ti o n o f t h e P o t en ti a l B u si n e s s C o m b i n a ti o n ; t h e r isk t h a t t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n d is r up t s c u rren t p l a n s and opera ti o n s o f C o m pan y or T DAC a s a r e s u lt o f t h e announ c e m en t and c o n s u mm a ti o n o f t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n ; t h e ab il i t y t o e x e c u t e on it s bu si n e s s s t ra t e g y a nd t h e ab il i t y t o de v e l o p and c o mm er ci a liz e i t s s o li d - s t a t e ba t ter y t e c h no l o g y ; t h e ab il i t y t o a c c ura t e ly e s t i m a t e t h e f u t u re s u pp ly and de m and f o r it s ba t ter i e s ; t h e ab il i t y to re s p ond rap i d ly t o e m erg i n g t e c h no l o g y t r end s ; t h e ab il i t y t o c o m pe t e e f fe c t iv e ly and t h e ab i li t y t o m anage gro w t h ; t h e ab il i t y t o re c o gn iz e t h e an ti c i p a t e d bene fi t s o f t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n ; c o s t s re l a t e d t o t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n ; c hange s i n app lic ab l e l a ws or regu l a ti o n s ; i n t e rna ti o na l t r ade d is p u t e s , i n cl u d i n g t h rea t e ned or i m p l e m en t e d tar if f s b y t h e U . S. and t h rea t e ned or i m p l e m en t e d tar if f s b y f o re i g n c o un t r i e s i n re t a li a ti o n ; t h e ab il i t y o f C o m pan y t o e x e c u t e it s bu si n e s s m ode l, i n cl u d i n g m ar k e t a c c ep t a n c e o f it s p l a nned produ c t s and s e r vic e s ; t h e c o m b i n ed c o m pan y ’ s ab il i t y t o ra is e c a p it a l; f u t u re fi n an ci a l per f o r m an c e o f t h e c o m b i n ed c o m pan y f o ll o wi n g t he P o t en t i a l B u si n e s s C o m b i na t i on ; t he po s s i b ilit y t ha t T DA C or t he c o m b i ned c o m pan y m a y be ad v e r s e ly a ff e c ted b y o t h er e c o no m ic , bu si n e s s and / or c o m pe t iti v e f a c tor s ; r is k s a s s o ci a t ed wi t h C o m pan y ’ s e ff or t s t o c o mm er ci a liz e it s produ c t s ; C o m p an y ’ s ab ilit y t o m a i n t a i n it s e xis t i n g agree m en t s wit h t h i r d par ti e s and t o nego ti a t e and en t e r i n t o ne w de fi n itiv e agree m en t s on f a v o rab l e t e r m s , if a t a ll; t h e i m pa c t o f c o m pe ti n g produ c t s on C o m pan y ’ s bu si n e s s ; i n t e ll e c t ua l proper t y - re l a t e d cl a i m s aga i n s t C o m pan y or t h e c o m b i n e d c o m pan y ; C o m pan y ’ s dependen c e upon i t s k e y per s onne l and ab ili t y to at t ra c t and reta i n s u c h per s onne l and add i t i ona l qua li f i ed per s onne l ; C o m pa n y ’ s ab il i t y t o s o ur c e ra w m a t e r i a ls f o r it s produ c t s ; and o t h er r isk s and un c e r t a i n ti e s t o be s e t f o r t h i n the s e c t i o n en ti t l e d “ Ri s k F a c t or s ” i n t h e reg is t ra ti o n s t a t e m en t on F or m F - 4 t o be fil e d b y C o m pan y wit h t h e S E C and t h o s e i n cl u ded under t h e head i n g “ Risk F a c t or s ” i n T DAC ’ s fili ng s wit h the S E C . T here m a y be add iti o na l r isk s t h a t ne it h er C o m pan y nor T DAC pre s e n tl y k n o ws or t h a t C o m pan y and T DAC c u rren tl y be li e v e are i mm a t e r i a l t h a t c o u l d a ls o c a u s e a c t ua l re s u lt s t o d if f er f r o m t h o s e c o n t a i n ed i n t h e f o r w a r d - l o o ki n g s t a t e m en t s. I n li g h t o f t h e si g n ific a n t un c e r t a i n ti e s i n the s e f o r w a r d - l o o ki n g s t a t e m en t s , y o u s h ou l d no t regard t h e s e s t a t e m en t s a s a repre s e n t a ti o n o r w a rran t y b y C o m pan y , T DAC, t h e i r re s p e c t iv e d i r e c t or s , o f f ic e r s or e m p l o y e e s or an y o t h er per s o n t h a t C o m pan y or T DAC will a c h i e v e t h e i r ob j e c t iv e s and p l a n s i n a n y s p e ci f i e d ti m e f r a m e , or a t a ll. T he for w a r d - l o o ki n g s t a t e m en t s i n t h is pre s e n t a ti o n repre s e n t t h e v i e ws o f C o m pan y and T DAC a s o f t h e da t e o f t h is pre s e n t a ti o n . S u b s e quen t e v e n t s and de v e l o p m en t s m a y c a u s e t h o s e vi e ws t o c h a nge . Exc e p t a s requ i r ed b y app lic ab l e l a w , ne it h er C o m pan y nor T DAC ha s an y du t y t o , and doe s no t i n t e nd t o , upda t e or re vis e t h e f o r w a r d - l o o ki n g s t a t e m en t s i n t h is pre s e n t a ti o n a f ter t h e da t e o f t h is pre s e n t a ti o n . Y o u s h ou l d , t h ere f o re , no t re ly on t h e s e f o r w a r d - l o o ki n g s t a t e m e n t s a s repre s e n ti n g t h e vi e ws o f C o m pan y or T DAC a s o f an y da t e s u b s e quen t to t h e da t e o f t h is pre s e n t a ti o n. T he s e f o r w a r d - l o o ki n g s t a t e m en t s are pro vi d ed f o r il l u s t ra ti v e purpo s e s on ly and are no t i n t e nded t o s e r v e , and m u s t no t be re l i ed on b y an y i n v e s t or , a s a guaran t e e , a s s uran c e , pred ic t i o n or de fi n itiv e s t a t e m en t o f f a c t or probab il i t y . Act u a l re s u lt s m a y d if f er m a t e r i a lly f r o m t h o s e c o n t e m p l a t ed i n t he s e s ta t e m en t s due t o a v a r i e t y o f r is k s and un c e r t a i n t i e s , i n cl u d i ng , bu t no t li m it e d t o , r is k s and un c e r t a i n t i e s re l a t ed t o t he i nab ilit y o f t he par t i e s t o s u c c e s s f u lly or t i m e ly c o n s u mm a t e t he P o t en t i a l B u si n e s s C o m b i na t i on , i n cl u d i ng t he r is k t ha t an y requ i red regu l a t o r y appro v a ls are no t ob t a i n ed , are de l a y e d or are s u b j e c t t o unan ti c i p a t e d c o nd iti o n s t h a t c o u l d ad v e r s e ly a f fe c t t h e c o m b i n ed c o m pan y or t h e e x p e c t ed bene fi t s o f t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n , and t h e f a il u re t o rea liz e t h e an ti c i p a t e d be n e f i t s o f t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n ; t h e C o m pan y ’ s ab il i t y t o e x e c u t e on it s bu si n e s s s t ra t e g y and t h e ab il i t y t o de v e l o p and c o mm er ci a liz e it s s o li d - s t a t e ba t ter y t e c h no l o g y ; ab il i t y to a c c ura t e ly e s t i m a t e t h e f u t u re s u pp ly and de m and f o r it s ba t ter i e s ; ab il i t y t o re s p ond ra p i d ly t o e m erg i n g t e c h no l o g y t r end s , ab il i t y t o c o m pe t e e f fe c t iv e ly and ab il i t y t o m anage gro w t h ; t h e nu m ber o f rede m p ti o n reque s t s m ade b y T DAC ’ s pub lic s t o c k ho l der s and t h e ab il i t y o f T DAC or t h e c o m b i n ed c o m pan y t o iss u e equ it y or equ it y - li n k e d s e c u r iti e s i n c o nne c t i o n wit h the P o t e n ti a l B u si n e s s C o m b i n a ti o n or i n the f u t u re ; and t h o s e f a c t or s d isc u s s ed i n do c u m en t s o f T DAC fil e d , or t o be fil e d , wit h t h e U . S. S e c u r iti e s and Exc h ange C o m m issi o n ( “ S E C ” ) . I f an y o f t h e s e r isk s m a t e r i a liz e or our a s s u m p ti o n s pro v e i n c o rre c t , a c t ua l re s u lt s c o u l d d if f er m a t e r i a lly f ro m t h e re s u lt s i m p li e d b y t h e s e f o r w a rd - l o o ki n g s t a t e m en t s . T here m a y be add iti o na l r isk s t h a t ne it h er T DAC nor t h e C o m pan y pre s e n tl y k n o w o f or t h a t T DAC and t he C o m pan y c u rren tl y be li e v e are i m m a t e r i a l t h a t c o u l d a ls o c a u s e a c t ua l re s u lt s t o d if f er f r o m t h o s e c o n t a i n ed i n t h e f o r w a r d - l oo ki n g s t a t e m en t s . I n add iti o n , f o r w a r d - l o o ki n g s t a t e m en t s re fl e c t T DAC ’ s and t h e C o m pan y ’ s e x p e c t a ti o n s , p l a n s or f o re c a s t s o f f u t u re e v e n t s and vi e w s a s o f t h e da t e o f t h is pre s e n t a ti o n . T DAC and t h e C o m pan y an ti c i p a t e t h a t s u b s e quen t e v e n t s and de v e l o p m en t s will c a u s e T D A C ’ s and t h e C o m pan y ’ s a s s e s s m en t s t o c h ange.

4 Additiona l Di s cl o sur es U s e o f D a ta T h is pre s e n t a ti o n a ls o c on t a i n s e s t i m a t e s and o t h er s t a ti s ti c a l da t a m ade b y i n dependen t par ti e s and b y t h e C o m pan y re l a ti n g t o c o m pe ti t or s , c u s t o m er s , s u pp li e r s , par t n er s , m ar k e t par ti c i p an t s , t h i r d - par t y t e c h no l o g i e s , m ar k e t siz e a nd gro w t h and o t h er i n d u s t r y da t a . T he s e da t a i n v o lv e a nu m ber o f a s s u m p ti o n s and li m it a ti o n s , and y o u are c a u ti o ned no t t o g iv e undue w e i g h t t o s u c h e s t i m a t e s . T he C o m pan y and T DAC ha v e no t i ndependent l y v er i f i ed the s ta t i s t i c a l and other i ndu s tr y data generated b y i ndependent part i e s and c onta i ned i n th i s pre s enta t i on and , a c c ord i n g ly , c a nno t guaran t e e t h e i r a c c ura c y or c o m p l e t e ne s s . S u c h i n f o r m a ti o n m a y no t be d i r e c t ly c o m parab l e a c r o s s c o m pan i e s due t o d if f eren c e s i n d e fi n iti o n s , m e t h odo l o g i e s , t e s t i n g c o nd iti o n s , repor ti n g per i o d s , produ c t c o n fi g ura ti o n s and o t h e r f a c t or s. Im p o r ta n t I n f o r m at i o n f o r I n vest o r s a nd S h a r e ho l d e rs T DAC and t h e C o m pan y and t h e i r re s p e c t iv e d i r e c t or s and e x e c u ti v e o f f ic e r s and o t h er m e m ber s o f m anage m en t and e m p l o y e e s , un d er S E C ru l e s , m a y be dee m ed t o be par ti c i p an t s i n the s o licit a ti o n o f pro xi e s o f T DAC s t o c k ho l d er s i n c onne c t i o n wit h t h e P o t e n t i a l B u si n e s s C o m b i n a ti o n . I n v e s t or s and s e c u r it y ho l d er s m a y ob t a i n m ore de t a il e d i n f o r m a ti o n regard i n g t h e na m e s and i n t e re s t s o f T DAC ’ s d i r e c t or s and o f f ic e r s i n the P o t e n ti a l B u si n e s s C o m b i n a ti o n i n T DAC ’ s fili ng s wit h t h e S E C , i n cl u d i n g T DAC ’ s reg is t ra ti o n s t a t e m en t on F or m S - 1 , w h ic h w a s de cl a red e ff e c t iv e b y t he SEC on D e c e m ber 23 , 2024 . I n f or m a t i on regard i ng t he per s o n s w h o m a y , under SEC ru l e s , be dee m e d p a r t ici p an t s i n t he s o lici t a t i on o f pro xi e s t o T DA C ’ s s to c k ho l der s i n c o nne c t i on wi t h t he P o t en t i a l B u si n e s s C o m b i na t i on will b e s e t f or t h i n t he pro x y s t a t e m en t f o r t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n , w h ic h is e x p e c t ed t o be fil e d b y T DAC wit h t h e S E C. T h is pre s e n t a ti o n is no t a s u b s t it u t e f o r t h e reg is t ra ti o n s t a t e m en t or f o r an y o t h er do c u m en t t h a t t h e C o m pan y and T DAC ha ve f il e d and will fil e wit h the S E C i n c onne c t i o n wit h t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n. I N V E S T O RS AND S E CUR I T Y H OL DER S AR E UR G ED T O R E A D T HE D O CU M EN T S F I L ED WI T H T HE S E C CAR E F U L L Y AND I N T HEIR EN T I R E T Y WHEN T HE Y B EC O M E A V AI L A B L E B E CAU S E T HE Y WI L L C O N T AIN I M POR T AN T I N F O R M A T I O N . I N V E S T O RS AND S E CUR I T Y H OL DER S M A Y O B T AIN F RE E C O PIE S O F O T HER D O CU M EN T S F I L ED WI T H T HE S E C B Y T DAC A T H TT P:/ / WWW.S E C . GO V . I N V E S TM E N T I N AN Y S E CUR I T IES DE S CR I B E D HER E I N HA S N O T B E EN A P PROVED O R D I S A P P R O V E D BY T HE S E C O R AN Y O T HER REGU L A T O RY AU T H O R I T Y N O R HA S ANY REGU L A T O RY AU T H O R I T Y P A S S ED UPON O R ENDO R S E D T HE M ERI T S O F T HE O FF ERIN G O R T HE ACCURAC Y O R AD E Q UAC Y O F T HE I N F O R M A T I O N C O N T AINED HER E I N . AN Y RE P RE S EN T A T I O N T O T HE C O N T RAR Y IS A CR I M I N A L O F F E N S E . T H I S PR E S E N T A T I O N D O E S N O T C O NS T I T U T E AN O FF ER O R SO L I C I T A T I O N O F ANY S E CUR I T IES. T DAC WI L L M A K E AN Y O FF ER T O SE L L S E CUR I T IES O N L Y PUR S UAN T T O A DE F I N I T IVE SU B SCRIP T I O N AGREE M E N T , AND T DAC AND T H E C O M P A NY RE S ER V E T HE R I G H T T O W I T HDRAW O R A M END F O R AN Y RE A SON AN Y O FF ERIN G AND T O REJEC T AN Y SU B SCRIP T I O N AGREE M E N T I N WH O L E O R I N P A R T F O R AN Y R E A SON.

5 Pres e nters M i c h a e l B. Hoffm an C h a irm a n and CEO B e n L ee C FO V in c e n t Y a ng F ounde r , CEO & C TO • Ov e r 28 y e a rs in t h e l i t h ium b a t te ry in d u stry and the inv e n t o r o f 1 , 0 00 + wor l d w i de pa t e n ts in t h e s o l i d - st a t e ba t te ry s pa ce • P la n t D i rec t o r o f Day u a n P la n t and Di r e ct o r o f R&D D e p t . , F o xc onn A d v an c ed T e c hno lo gy • D i r e ct o r , P o l y m e r Ba t te r y D i v i s io n , U lt r a - l i f e T a i w an • B . S . and M. S . , C he m ical E ng in e e r i ng & M a t e r i a ls S cie n c e and E ng in e e r i ng , Na t io n a l T a i w an Univ e rs i ty • F o r m e r P a rt n e r a t R i v e rst o ne Hol d in g s ($ 3 7 B fund m anage r ) ; C o - He a d o f Re n e wa b le and P o wer S tr a t e g ies pe rso n a l l y o v e rse e in g ~ $ 7 B i n equ ity c o mm it m en ts • Led la n d m a rk e ne rgy inv e stme n ts incl ud in g T a le n E ne rgy (~$ 4 00 M → ~ $ 18 B ) a nd P a t te rn E ne rgy (~$ 1 B → ~ $ 20 B ), de m on str a ti ng a p rov e n tr a ck rec o rd o f ene rgy v a lu e cre a ti on a t sc a le • S en ior M anag in g Di r e ct o r & H ead o f M & A a t T h e B lacks tone Gr o up f o r 1 5 y e a rs; s e rve d on P r i v a t e E qu ity I n v e stme n t Com m itt e e a nd E x e c u tiv e Com m itt ee A vi Das CFO • Ne a r l y 20 y e a rs o f fi nan cin g e x pe r i en c e , incl ud in g work i ng wit h M r . Ho f fm a n o n 3 p r i o r S P A Cs and a t R i v e rst o ne • S t a rt e d h is c a re e r a s an i n v e stme n t ban k e r a t G o ldma n S a c hs • 20 + y ea rs o f e x pe r i en c e in fi nan c e and a cc oun ti ng , incl ud in g le a de rshi p rol e s and pub l i c o f f e r i ng s w i t h C anad ia n S o lar and Y u m ! B ra n ds

6 Tra n sactio n Summ a ry F u n d in g s u p p orts Pro L o g ium ’ s ma n uf a ct u r in g e x p a n s io n o u tsid e T aiw a n a n d G e n 4 b a t t ery c o mm e r cializ a t i o n ; In i t i al p h a s e of D u n k i r k, Fran c e facto r y s u p p or t s > 4 GWh/y r of 4 t h Ge n erat i o n S o l i d - State b a t t ery p r o d u c t i o n P r e - Money Enter p ri s e Val u ation ( 1) Co m p e l l i n g v a l u a t i o n i n l i g h t of Pro L o g i u m ’ s n e x t - g e n e ra t i o n b a tt e r y t e c h n o l o g y , m a n u f act u ri n g tr a ck recor d , a n d c o m m erci a l tr a c t i on TAR G ET G R OSS P ROCEEDS Wi l l s e e k t o b e f u n d e d by a c o m b i n a t i o n o f a n t i c i p a t e d PIPE pr o c e e ds a n d TDAC c ash i n tr u s t at the c l o s e of the tra n s a c t i on ~$3.8B ~$300M ( 1 ) P r e - M on e y E qu i ty V a l u a t i o n o f ~ $ 3 . 9 B ad j u s t ed f o r $100 M i n ne t c a s h on P r oL o g i u m ba l a n c e s he e t. S ee page 38 f o r de t a i l s.

7 ProL o gium has b een a Glo b a l Leader in SSB De s ign a n d M a nuf a cturi n g since 2006 The F i rs t Soli d - St a t e Bat t e ry ( “ SSB ” ) C o mpan y t o Ac h i e v e C o m m e rcia l - Scale Cell P r oduc t ion (20 1 3) and Ap p roach Gi g awat t - hour Scale P r oduc t ion Capacity (20 2 7) The F i rst Solid Stat e Battery D e mo Car in 20 19 D e sig n e d A Battery with zero Thermal Ru n away ris k with Gen 4 T e chno l ogy La r ges t Patent Po r tfol i o A mong P u r e - P l ay SS B Manu f acture rs Awarde d the EU ’ s la r gest subsidy to a fo r eign Battery D e v e lo p er (u p t o ~€ 1 .4 B ) to drive European E x pa n sion in Dun k ir k , F ra n c e ( 1) ~$690 M Raised to Dat e f r om I n stitutional and Strategic Pa r ti es ( 1 ) S ee page 45 f o r de t a i l s.

8 ProL o gium is adva n cin g the next generatio n of batteries B a tt e ri e s h a v e b e c o m e o n e o f t h e m ost c rit i c a l s tr a t e g i c as s e t s u n d e rp i n n i n g t h e m o d er n eco n o m y , as t h e wor l d u n d e rg o es a onc e - i n - a - g e n e ra t i o n tr a nsf o rm a t i o n dr i v e n by e l ectri f icat i o n , e n er g y tr a nsit i o n , a n d AI i n fr a s tr u c t u re e xp a n sion B u t f o r t h e p a s t 4 0 y e a r s , h i g h er e n er g y d e nsity i n evit a b l y i n c re a s es t h er m a l ru n aw a y ris k B o t h c urr e n t l i q u i d , s o l i d - l i q u i d or a l l - s o l i d - s t a t e s o l u t i o ns re m a i n a c o m pr o m ise b e twe e n s a f e t y , e n er g y d e nsit y , p e rf o rm a nce , a n d c ost Batteri e s are Str a t e gic In f rastruc t ure Both liquid & S o lid a re trapped by trad e - of fs Not an o t h er s o l i d - s t a t e b a tt e r y – t h e 4 t h g e n e ra t i o n Pro L o g i um b a tt e r y re p rese n ts t h e s a f est s o l i d - s t a t e b a tt e r y ever d e v e l o p ed ProLo g iu m Gen 4 co m bi n e s • Z e ro t h er m a l ru n aw a y ris k • Hi g h en e rgy d e nsity • B a l a nce d e l ectrica l p e rf o rm a nce • M anu f a ctur i ng kn o w - how • Cost co m p e t i t i v e n ess in a sin g l e s o lut i on Gen 4 c h a nges that

9 ProL o gium ’ s techno l ogy addre s se s Customers ’ Requir e ments P R O B L E M T R A D I T I O N A L L I - I O N G E N 4 S O L U T I O N K E Y P R O L O G I U M P L A T F O R M A D V A N T A G E ZERO Therma l runa w ay Varia b le Therma l runa w ay N o n - flam m ab l e so l i d electrolyte + 10 0 % ceramic se p a rator + Ac t iv e Safety Mec h an ism (ASM) T he rma l r una w a y risk re d u ces adop tio n and use cas e s i n hi g h - safety mark e ts → 360 – 470 W h/ kg 265 – 300 Wh/kg En a b l e s 500 + mi l e EV r a nge , e V T O L vi a b i l it y , and li g h ter pa cks a cross ro b o tics and a e ros p a ce En e rgy d e n sity i n su f fici e n t for ne cess a ry p ro d u c t a dop tio n o r w e i g h t re q u ir e me n ts → 4.6 – 6.4 mins F r om 5 % to 60 – 80 % S oC 20 - 45 mi ns F r om 5 % to 6 0 – 80 % S oC C h a rg i ng sp e ed s app ro a ch i ng ga so l i n e p a rity un l o ck ing h ighe r u ti l i z a ti on f o r e l e ctric v e h i c l e s & r obo tics C h a rg e times cre a tes co n sum e r fricti o n a n d i n frastr u ctur e stra i n → pro v e n his t or y of Manufactu r in g G i ga - le v e l pro d uct i on Unsolv e d C h al l e n ges C onf l i c t s bet w een mat e ria l and c e l l sys tem nature Pro d u c t i o n s i n ce 2 0 13 and >1 0 ye a rs o f ma n u facturi n g e xp e r t is e bu i l t thro u gh 3 g ene rati o n s o f p ro d u c t i o n l i ne s (> 8 00 k c e l l s sh i pped f r o m g i g a f a ctory s i n c e 2 0 24) N o n e x t g ene rati o n ba t t e ry ha s been p rov e n w i th m anu factura b i l ity a t sca l e o r d e l i v e r c o mm e rc i a l pe rform a n ce → Lo w - c o s t ma t e r ia l & s t r e am l ined pro c ess R a r e ma t e r ia l & pro c ess c o mp l exity Pro p ri e tary e l e c t ro l y t e with n o rar e mater i a ls + r edu ce d p ro d u c t i o n s t ep s = l o w e r C a p Ex + O p Ex un it costs H i gh c o s t s h i n de r th e comm e rci a l i zati o n o f ne x t g ene rati o n ba t t e ri es → P R O B L E M C U R R E N T S O L I D S T A T E G E N 4 S O L U T I O N K E Y P R O L O G I U M P L A T F O R M A D V A N T A G E

10 I. The Company

11 ProL o gium is defining the path to sca l a b le nex t - ge n b a tter i es OVERV I EW KE Y HIG H L I GHTS N e x t - Gen Bat t e ry G en 4: Superflu i d i z ed ( S o l i d - S tate 2.0) Op e rational Gigafac t ory Tao y uan, Taiwan € 1 .4B F r e nch G o vernm e n t S ubsidy D un k ir k G i g afa c tory Ba l anced S olutions 5 - P i l l a r Frame w ork Wor l d - cla ss Cu s t ome rs G l o ba l E nterpri s es Global Part n e r N e t work Indu s tria l and R & D P artners T o p - t ie r S t rategic Bac ke rs S erie s E In v e s tors In P at e nts YE 2 0 2 5 P at e nts Y ea rs o f B a t te ry Dev e lo p m ent YE 2025 P a t e n ts $ M U S D Rais ed t o D a te E m p loy e e s Cells Delivere d t o G lo b a l C l ie n ts S inc e 2013 A u t o m o tiv e S a m p les Delivered C o s t a nd S ca l a b i l i ty D e n s i ty P e r fo r m a n ce S a f e ty M a nuf a c tu r i ng T r ack R ec o rd Fas t C ha r g i ng F r o m 5 t o 80 % a t 5C - 20 ° C P e r f o r m a nce R e t en t i on I n d u st ry - l e a d i ng PATENTS 70 % A c t iv e P atents

12 Underpinned by a Patent Portfo l io that Provide s industr y - leading sca l e & coverage ~30% CAGR i n Pr o Lo g i um ’ s P a t e n t Po r tf ol i o Pro L og i u m L ea d s i n T o tal Pat e n t Sc a le & Qu a l i ty ( N orma l i z ed to 100 %) 17 % o f Pro L og i u m ’ s Pat e n t A r e Rank e d A ( 1) 100% 50% 26% 22% 20% A c t iv e p a t e n t : 70% A c t iv e P a t e n t % T ot a l P at e nt 31 600 1 , 0 52 1 , 2 5 0* 2 0 1 2 2 0 2 2 2 0 2 5 2 0 26 C A TL BYD L G C hem S am s ung P roLo g i u m 17% 13% 12% 8% 4% * P l a nne d b y t he end o f 2026. ( 1 ) B a s ed on v a l u e m e tr i c s i n c l u d i n g c o mm e r c i a l i z a t i o n a c t i o nab i l i ty , m a r k e t c ond i t i o n s and i n du s tr i a l po s i t i o n i n g o f t he i n v en t i o n b y 3 r d pa rt y pa t en t p l a tf o r m i n 2023.

13 ProL o gium ’ s Pl a n to Sca l e Glo b a l ly fro m fou n datio n in Taiwan 1 s t F a c t o ry T a o y u a n, T a i wan  T ao ke F a ct o ry  SSB G ig a f a ct o ry  (O p e ra t in g) 2 nd Fa c t ory Du n k i r k , Fr a n ce  2nd SSB Gi ga f a ct o ry  ( U nde r Co n str u cti on) Fur t h e r E x p a n s ion T a o k e G i g a fa c tor y: • T h e w o r l d ’ s 1s t S S B gig a fa c t o ry • 2025 P ro d u cti on Ca p a cit y : 0 . 5 GWh • 2030 E P ro d u cti on Ca p a city: > 1 . 0 GWh • M ax D es ign C a p a c it y : 3 . 0 GWh A P AC Du n k i r k G ig a fa c t o r y : • S tr o ng g o v e rnme n t s uppo rt • T a rg e ti ng c o mm e rc i a l ope ra t io n s b y YE 2029 • 2030 E P ro d u cti on Ca p a city: 4 . 0 GWh • M ax D es ign C a p a c it y : 4 4 . 0 GWh E u r ope US E x p a n s ion : • I n itia ted d iscussi on s w i t h U. S . and C anad ia n go v e rnme n t agen cies • Co n du cti ng sit e s e lec t io n a cross m u ltipl e U. S . st a t es • I n lay s upp ly fr o m A sia / E U; P a rt n e r a ss e m b ly in U. S. N o r th A me r ica

14 Phased M a ss Production Ro a dmap N o t e : A n t i c i p a t ed p r odu c t i o n c ap a c i t i e s a r e m anag e m en t e s t im a t e s and a r e s ub j e c t t o c hang e due t o a v a i l ab l e f i n an c i n g and o t h e r f a c t o r s ou t s i d e o f t he C o m pan y ’ s c on tr o l. A c c u mula t iv e Prod u ction C a pa c i t y (GWH) 2030 E 1 .05 4 2029 E 0 .75 0 .8 0 .55 2027E 2024A 2017A 2013A 2031 E 1 .05 4 2032 E 12 0 .05 0 .01 2 .05 T a i w an F r an ce 0 .8 2013 0.01 G WH TAI W AN: Up to 3 G W H FRAN C E : up to 44 G WH 2026 2024 G roun d - B reak i ng E v ent French Proje c ts C om m en c ed 2017 0.05 G WH 2024 0.55 G WH 2027 0.80 G WH 2029 0.80 G WH 2030 1.05 G WH 2031 1.05G WH 2032 2.05 G WH 2029 0.75 G WH 2030 4.00 G WH 2031 4.00G WH 2032 12.00 G WH

15 Sca l e - up in M a nuf a cturing m a tched to M a rket Targeting P ortabl e Ac c ess ori e s , W ea r a bles S e m i c on d u c t o r , AG V , A u t om ot i ve P r e m i um V e hi c le M a r ke ts E m e rging M a r ke ts Proven Market A d option Pr e pared f o r Next st a g e o f g rowth 200 6 202 5 2030+ Flexibl e L it h ium Cer a m ic B a t te ry P ou c h L it h ium Cer a m ic B a t te ry P ou c h L it h ium Cer a m ic B a t te ry La rg e L it h ium Cer a m ic B a t te ry C e l l S i ze S ma l l S i z e , ~3 0 Ah L a r g e Si z e , ~1 0 0 Ah A e r o s pa c e D a t a C en t e r ESS R obo t i cs

16 II. Market Perspective & Commercialization

17 Tractio n A c ross The Battery Ecosyst e m | a Focus o n High Growth Emerging M a rkets N o t e : A l l t a r ge t m a r k e t s a r e s uppo rt e d b y s e c u r ed c u s t o m e r c o mm i t m en t s ( M o U / L O I/ P O / DA ). ( 1 ) R ep r e s e n t s C o m pa n y ’ s t a r ge t ed b r ea k d o w n o f 2032 r e v enu e b y c u s t o m e r m a r k e t s eg m e n t. E m e rg i ng Mar ket ma i n s tr e am Mar ket Mark e t S egments Rob o ti c s Dat a C e n t e r ESS A e rospa ce Def e n se C U S T OME R S w i t h P O S /MO U S (P R) P a sse n g e r E Vs ( L u x u r y , e x e c u t i v e & m a ss m a r k e t) Comm e r c i a l V e hi c l es C o n s t ructio n V e hic l e s M o t orbi k es / E - Bi k es Target Cu s tomer Mar k et by Revenue (1) 25 + C u s t ome rs 14+ O E M S 8+ T I E R 1 BEV - Lu x ury BEV - E x e c ut i ve BEV - Ma ss C om m erc i a l V ehi c les 2 - 3 Wheelers O f f - R oad V eh i c l es A eros p a ce R obot i cs D ata C enter ESS D efen se O thers N o n - EV Markets ~50% EV Markets ~50%

18 ProL o gium ’ s Techno l ogy addre s se s the d e m a nds of Premium Mar k et Segments S ou r c e : P r e m i um A u t o m o t i v e : U l t r a - Fa s t EV B a tt e r i e s M a r k e t - S tr a t eg i c I n s i g h t s and Fo r e c a s t s ( 202 5 - 2 030 ) ( K no w l e d ge S o u r c i n g I n t e l l i g en c e ), A e r o s p a c e a n d D e f en s e B a tt e r y M a r k e t C u rr e n t T r en d s A na l y s i s 2026 t o 2035 (I n s i g h t a c e A na l y t i c ), H u m an o i d R obo t B a t t e r y N a v i g a t i n g D y na m i c s C o m p r e he n s i v e A n a l y s i s and Fo r e c a s t s 202 5 - 203 3 ( M a r k e t R epo rt A na l y t i c s ), D a t a C en t e r B a tt e r y M a r k e t ( 2026 - 2033 ) ( G r a n d V i e w R e s ea r c h ), E l e c tr i c V eh i c l e B a tt e r y M a r k e t ( 2025 - 2030 ) ( G r a n d V i e w R e s ea r c h ). P r e m i um Au t omo t i ve Ae r o s p a ce & D e fen se Ro b o t i cs Dat a C e n t e r ESS M ass M a r k e t Au t omo t i ve T A R G E T S E G M E N T 2030 E T AM ( $ B) Hig h volta g e p o w e r & e n erg y d e n s i t y wi t h o ut n e e d for p r e s s u r e ma n a g em e nt S a fest b a t t ery tec h n o lo g y for mis s io n - cr i t i c a l a p plic a t i o ns E x te n d e d o p eration a l l i fe w i th o ut s a cr i f i cin g w e ig h t or p o w er S a fest b a t t ery tec h n o lo g y for c ol o c a t i o n wi t h hig h - v a lue c o mp u te P u r s u in g r ol l - o u t p r o c e s s o v er t i me; i n c r e a s e d pro d u c t i o n c a p a city wi l l c r e a te o p p o r tu n i t y to target at s c ale in th e future ~$17 ~$15 ~$15 ~$5 ~$199 1 1% 8% 39% 7% 22% T h e A d v a n t a ge R e l a t i v e Pr o d u c t ’ 2 5 - 30 E T AM C A G R G r o ss M a r g in F u ture N e ar - T erm Mark e ts

19 Mark e t S egment Opportunity Gen 4 vs tradi t ional L i - ion P r em i um S e gmen t EVs Prem i u m pa sse n ge r app l i cati o n s bene fi t f rom e x t ended ra n ge , fast e r c ha r g i n g , and co l d - w ea th e r pe rform a n ce +20 - 55% Dr i v i ng Range 6 Min Charg e T i me Ae r o s p a ce St r i n gen t w e i g h t and v o l u me co n s t ra i n t s , and zer o - tol e ra n ce safety s t anda rds. SSB is t he id e a l o p tio n and c ritic a l e n ab l er - 30 - 50% Weight 800 + KM D i s t ance De f e n se Saf e t y , h i g h e ne rgy den sit y , h i g h p ress u re ope rati n g pe r f o rma n ce, non - PR C s upp ly ch a in +20 - 30% Mi ss i on T ime No n - PRC Su p p ly Chain Robo t i cs Saf e t y a nd lo n ge r ope rati n g time enab l e d by hi g h ene rgy d e n sity be com e ga tin g f a c t o rs to s c a l e m a j o r u se cas es +40 - 55% Work i ng T ime 6 Min Charge T ime Da t a Cen t e r ESS Sp a ce l i mits , f a s t - d isc h a rg e , h i g h - po w e r need s , and el e vate d o n - rack safety re q u ir e me n t s i n Data ce n ter app l i cati o n s boo s t SSB adop tion +2 - 5x P o wer d e nsity - 10 - 20% He a t Genera t i on Deliv e ring Sup e rior Perform a n c e for Customers N o t e : R ang e i n c l u d e s G en 4 and G en 4 + e x pe c t ed pe rf o r m a n c e v e r s u s tr ad i t i o na l L i - i o n.

20 En a bli n g part n ersh i ps to a c celerate co m mercia l iz a ti o n & expa n sion M a t e r i a l C e ll / M o du l e / P ac k A pp li ca ti on M a r ket S e lec t P a rt n e rshi ps P ro L og ium ’ s P a t e n ts f o r P a rt n e rship Colla b o ra t ion M odel P ro p r i e t a ry m a t e r i a l / c o m ponen t reci p e o f G e n 4 te c hno lo g y ( i.e . , e lectro d e m a t e r ials, e lectrolyte) Cell a ss e m b ly m anu f a ct u r i ng t e ch n o lo g y w ith Pro L og iu m I n lay I n l ay P o uch c ell Nex t - gene ra t io n m ob i l ity / ene rgy solu t io n s f e a t u r in g Pro L og iu m cells S upe r fluidiz e d All Inorg a ni c S ol i d - S tate Li t hium C e r a mi c Bat t e ry In l ay Pro p r iet a r y I n lay str u ct u re p rovi d e s P ro L og ium w i t h fl e xibil i ty t o lice n s e , s e l l , bu i l t c apa city w i t h v a lu e c ha in pa rt n e rs t o re d u c e c o st and incr e a s e rev e nue. P a rt n e r P ro L og ium M a t e r i a l S a les L ice n se P ro L og ium Cell and I n lay S a les , L ice n sing P a rt n er Nex t Genera t i on Ba t t ery Valu e Ch a in N o t e : A l l tr ade m a r ks , l o go s , and b r an d n a m e s u s ed i n t h i s do c u m e n t a r e t he p r ope rt y o f t he i r r e s pe c t i v e o w ne r s . The y a r e u s e d f o r i d en t i f i c a t i o n pu r p o s e s on l y and do no t im p l y an y a ff i l i a t i o n , pa rt ne r s h i p , o r endo r s e m en t be t w ee n t he tr ade m a r k o w ne r s an d P r oL o g i u m.

21 C a se Stu d y: Supplying B a tter i es as B a c k up Units for AI D at a Centers Strategic Pa r tner Oppor t unity A s a le a d in g p rovi d e r o f s m a rt m ob i l e ene rgy st o ra g e s o lu t io n s, Darf o n E ne rgy s pe cializes in p ro d u cin g h ig h - pe rf o r m an c e ba t te ry pa cks and i n t e l l ig e n t ene rgy st o ra g e t e c hno lo g ies . B a ck ed b y 25 + y ea rs o f e lec t ro n ics he r i t a ge , it c o l l abo ra t e s wit h N V ID I A a nd in d u str y pa r t n e r s t o scal e A I a pp l i ca t io n s. It s g lo b a l ope r a tio n s sp a n J apan , S ou t h K o re a , t h e Unit e d S t a t e s, and E u ro p e. High As s e t V a lu e & Down t i m e Ri sk A I s e rvers a r e c o stly, a n d o u t a g e s c a u s e s e v e r e o p e ra t i o na l a n d fi n a n cial loss e s. G P U P ow e r Co n s ump t ion S urge E x p on e n ti a l g rowt h in G P U p o wer d e m a n d s ( ~ 1 , 0 00 W in 2 0 2 5 ) is s t r a ini ng p o w e r a n d c o o l i n g sys t e m s. BB U S p a c e Con s tra i nts H i g h - p o wer G P Us, c oo l i n g , a n d p o wer syst e m s a re sq u e e z i n g a vaila b l e B BU s p a c e . C y b e r s e c ur i ty Ch a l l e ng es Na t i o na l s e c u r i ty a n d p o l i cy re q u i r e m e n ts de m a nd a sec u r e s u p p l y c h a in. Bottlenecks So l utions E x t r e m e S a fet y & Optim a l Ru n ti me (P a ck M a k e r) ( C e l l M a k e r) A Leading U.S. Multinational Semicond u ctor Company ZE RO 140% T H E RMA L R U N A W AY 0 1 02 0 3 04 S m a l l e r Bat t e r y & Low e r He a t G e n e r a t ion Tr a n s i e n t Hig h - P ow er S up p ort 15C UP TO H IG H R A T E DI S C H A R GE LOW T H E RMAL G E N E R A T ION E x - P R C S up p l y Cha in TAI W AN FRANCE H Q / GIG A F AC T O RY R & D C E N T ER GIGA F A C T ORY R & D C E N T ER <60 ° C HIGH P OW ER DI S C H A R GE 900+ ( D o wns t re a m E nd Us e r) R U N T I M E BOO S T A T 1 2 C W H /L A T C E LL L EVEL

22 C a se Stu d y: Solvin g Bottle n ecks in nex t - generatio n Rob o tics Strategic Pa r tner Op p ortunity S p a ce & W e ight Cha l l e nge Du e t o co n str a in e d for m fa c tor s , ba t t e ri e s mu s t d e li v er hi g h e ne r gy de n s i t y whil e mai n ta i n i ng lo w wei g h t. High C o n t i n uo u s & Pul s e D i s c h a rge Mul t i - joi n t o pe r ati o n r e qu i r e s 5C co n ti n u o u s dis c ha r g e; su d de n mo v em e n ts de m a nd 10 C p u ls e dis c ha r g e for tor q ue an d b al a n c e. T u rn o v e r R a t e & Lo n g Dur a tion Hig h d eg r ee s of fre e do m (D o F) le a d t o hi g h p o wer co n su m p t io n , re q uiri n g fa s t - ch a rg i n g ca p ab i lity to su p po r t lo n g e r o n - sit e o pe r ati o n. P o t e n t i a l S a f e t y H a z a rds B a tt e rie s for hu m an o id ro b o ts (me d i c a l/ h o u s e h o ld us e ), d ee p te c h, an d milit a ries re q uir e de f e n s e - gr a d e sa f et y st a n d ar d s. Bottlenecks Sol u tions 01 02 03 04 W o r ld ’ s La r gest S emicond u cto r Fo u nd ry C e r tificatio ns U L 2271 U L 2280 S H O CK & EXPL O S I O N P R OOF H I G H T H E R M AL CA P A B I LI TY 13% H I G H E R T H AN TESL A ’ S 2 . 3 K WH G r eat C a p a c i t y & P e r fo r mance Wi d e O pe r ating Wi n dow 5C/10C D I S C HAR GE CA P A B I LI TY - 30 to 6 0 ° C TEMP RAN GE 380+ W H / KG A T C ELL LEV EL Cell M a k er Dow n str e am E nd Us er P a ck Mak er H i g h Tu r nove r & Lo n ge r U ptime +55% 6.4 A G A I N ST G E N E R A L U PT I ME M I N S F OR 5 - 80 % SOC F A S T CHAR GI N G G e opo l i tic a l He d g ing E n s u r i ng E U/U S re g u la to ry c o m p l i an c e t o re d u c e s upp l y - c ha in r i sk M ids t re am OEM Founded in 1971, Delta Electronic s is a global leader in power and thermal mana g eme n t. It focuses on hig h - eff i ci e n c y en e rgy sol u tio n s an d collabora t es wit h NV I DI A an d to p 5 gl o ba l ro b oti c s in d us t ry pa r tn e rs to sc a le up AI ap p lica t i o n s . Wit h its sm a rt po w er sys t em s , Del t a El e ctr o ni c s pl a ys a ke y rol e in th e gl o ba l hum a no i d ro b oti c s su p ply ch a i n . Its gl o ba l f o o t p r i n t i n cl u d e s o p e r a t i o n s i n J a p a n , S i n g a p o r e , t h e U . S . , a n d E u r o p e.

23 C a se Stu d y: Aerosp a ce app l icatio n s with lighter, d u ra b le, a n d highe r - performi m g b a tter i es Aerial v e hic l es / drones AIRC R AFT SATELLITE • Lo n g Ch a rgi n g Do w nti m e: Disrupts logistic s and operation a l efficien cy • Po o r En v iro n m e nta l Ad a pta b ilit y : P e rfor m an c e de g ra d es un d er ex t rem e temperat u r e s (< 0 ° C or > 4 5 ° C) • Un a bl e to F ind Ab s olu t e S af e ty: NO thermal runaway by ARC Testing proof • Low Energy Density : Long - ra n ge or h ea v y - p a y l oa d mis s io n s re q uir e lar g e ba t ter y pa c ks, limiti n g us a bl e ca b in sp a ce • Thermal Safety Control: Hig h - en e rgy avi a tio n ba t teri e s ar e pr o ne to thermal runaway • Thermal & Vibration Vacuum: No ba t ter y ha s be e n ab l e to reli a bly op e rat e in va c uu m en v iro n m en t s whil e wit h st a nd i n g ex t rem e temperat u r e fluctuatio n s and maintain i n g stable pe r for m an c e un d er pr o lo n ge d vibr a tio n an d me c ha n i c a l str e ss t h e w or l d 's l a r g e s t AME R I C AN o n l ine r e t ai l er an Ame r i c an ae r ospac e ma n u f a ct u r e r an d space G I ANT S ol u t io ns V e r ified by U L S olu t ions ZERO THERMAL RU N AWAY E nd o r s e d b y P r o f e s si o n al T h i r d P a r ty <6 . 5x 1 0 - 3 Pa Hi g h T h e r m al V a c u u m a t - 20 - 45 C <1 X 1 0 - 7 Pa G r e at V i b r a t i o n V a c u u m a t - 25 - 65 C So l utions - 30 to 6 0 C Wi d e O pe r ati n g W i nd ow ~80% soc < 6 .4 Mins Fa s t C ha r gin g 380+ W H /K G AT CEL L LEVEL G r e at S p e c i f ic E n e r gy A E u r o p e an ae r ospac e p ione e r r e d e f ining r e g i onal t r a v el

24 C a se Stu d y: Energy solutio n s for def e nse app l icatio ns B o mb Re m ov a l Ro b ot Handheld Radio P o w e r V e st Sub m a r ine A Frenc h - regi s t ere d h is tori c a l s upp l i e r to the French M i n is try of D efen s e, the M i n is try of the Inter i or, and N A TO Defe n se te ch E x p l orin g a s upp l y c ontra c t w i t h a U . S . defen s e te c hno l og y company, del i vering cutt i n g - edge c apab i l i t i e s to m i l i tary c ontra c tors H i gh Co n tin u ou s & Pu l se D i sch a rge Bu l l e t R e sista n t & Exp l o si o n P r oof G eopo l i tica l ly Se n sitiv e Ori g i n s Exc l uded Sol u tio ns H i gh En e rgy D e n sity N e ede d Ex t rem e Safety R e qu ir e d W i d e T e mp e ratur e Ad a p ta b i l ity G r eat S pecific E ne r gy 380+ W H / K G A T C E L L L EVEL P r essu r e R esistance 750 BAR U l t imate S afety ZERO T H E R M A L RUNA W AY C o nti n uo u s & H igh - R a t e D ischar ge 5C / 10C D IS C HAR GE CA P A B I L I TY Wi d e O pe r atin g Wi n dow - 30 to 6 0 ° C ProLogium ha s be e n f ocused o n Def e n s e & security si n c e 2017. Pos t - S ho o tin g Test VO L T A GE 4.2V R E M A I N S AT N o n - P R C S u pply C hain Tai w an/Franc e GIGA F AC T O RY R&D C E N T ER

25 III. Technol o gy & Capabilities

26 The path toward Nex t - Generatio n b a tter i es C e ll C he m ical Sy s t em C e ll E n g i n e e rin g Sy s t e m: Scalab l e Man u fact u r abi l i ty P roc e s s : S i m p le de sign F a c i l i ty Re q u i r e me n t : L o w d r y - r oo m r equ i r e m ent S i l ico n A node L i Me t a l / A nod e - Le ss F a st Ch a r g in g : ≤ 5 – 8 . 5 m ins ( 5 - 80 % ) @ 400V Hig h P o w e r: ≥10 C – 15 C Lo w te mp : ≥ 90 % R T Re ten ti on @ - 20 ° C R e asonab l e C o st Hi g h e n e r gy densi ty Hi g h El e ct r ical Pe r formanc e Hi g h Sa f ety N o the r m a l r una way in A R C t e st fr o m ro o m t e mp e r a t u r e to 30 0 – 500 ° C R a r e - m e t a l - fr e e B OM + Gi ga sc a le M anu f a ct u r i ng + S i m p l i fi e d P a ck Desi gn C r e a t e a R el i able C e l l M an u fac t u ri ng Pl at fo rm ( N ew U n i ver s e) for t he n e w C e ll Chem i cal S y s t em Cell M an u fac t u ri ng Pl at fo rm ( N ew U n i vers e ) t ha t Su p p ort s t he Com m erc i aliza t i o n of t he New cell chem i cal s y s t em No T ra d e - off b e t w e e n E l e c t r i cal P e r f orman c e w i t h H i gh E n e rgy d e n s i t y I n d u st ry Chal l e nge: Maintain i ng S af e t y r e qui re d a p e r f orman c e v s D e n s i t y T ra de - off

27 The Chemistry De s ign Path for Next Generatio n B a tter i es No n fl a m m a bl e Elec t ro l y te C e ram i c se p ara t or A c t i v e Sa f ety Me c hanism Us e of r e a c t i v e ma t e r ia ls – S u p p o r t e d b y S a f ety Adop t in g th i c k e r f i lm (no po l a r ization ) – S u p p o r t e d b y P e r f o r man ce I n a t h e r ma l e v e n t , t h e c a t h o d e r ele a s e s o x y g e n , whic h c a n r eac t v iole n t ly wi t h l i t h ium metal f o r med at t h e a n o d e a n d w i t h fl ammable ele c t r olyte s o l v e nts, l e a ding t o r a p i d fir e o r e x plosion. P e r f e c t b u t d a n g e r o u s ma t e r i als li k e NM C 9 5 5 c a t h o d e , 1 0 0 % s i l ic o n o r even L i - metal anode c a n b e a p pl i e d o n l y wh e n s a f ety i s e n s u r e d . E x c e ll e n t ele c t r i c a l p e r f o r man c e e n a b l e s t hic k fil m p r o c e s s f o r e v e n hig h e r e n e r g y d e n s it y c o mpa r e d t o c o n v e n ti o n al li m i t of 2 8 0Wh/kg. 1.1 1.2 1.3 3.1 3.2 Transfe r e n c e Number Ionic C o ndu c t i vity In t e r fac e C ontact I o n i c mi g r at i o n of t h e ele c t r olyte f u n d a mental l y de t e r m i nes ho w e f f icie n t ly & u n if o r m l y Li + m i g r ate i n a r e c h a r g e a b l e b a tt e r y – c y cle lif e, l ow t emp e r atu r e p e r f o r man c e, f a s t c h a r gin g & t h e r ma l sta b ilit y. 2.1 2.2 2.3 10 0 % Si l ic o n An o de L i - m e tal An o d e ( 1) 360 - 40 0 Wh / kg 430 - 47 0 Wh / kg Sa f e t y Elec t rica l Per f ormance Energy D e nsity I n d u st ry chal l e nges G e n 4 1 s t Pr i nci p al Focus ( 1 ) P o s t - G en 4 t e c hno l o g y on C o m pa n y de v e l o p m en t r oad m a p.

28 SAFET Y : a n Inherently S a f e Product For Customers ( 1 ) A c t i v e S a f e t y M e c ha n i s m b y P r oLo g i um. S a fe t y TRIPLE Mechan i sm S u pe r fluidize d All I no r gan i c S S E a u t om a ti c a l ly d e c ompos e s in ASM c omponents wh e n e x po s ed t o h ig h t e m pe ra t u res , s tabi l iz i ng t h e ca t h ode a nd t h e a no d e , p rev e n ti ng t h e r m a l ru n a way Al l C e r a m i c Sep ar ator As m ( 1 ) EMBEDDED SUP E RFLUID I Z E D AL L INORGANIC sse Non - F l am m ab l e E le c trolyte 100 % ce r a mi c s e par a t or w i t h st a nd s mu c h high e r temp e r a t u r e s t h an PP / P E s epa ra t o rs, p rev e n ti ng in te rn a l s ho rt ci r c u its and p ro p aga ti on F u l ly i n o rgani c , n o n - f l a mmabl e s ol i d e l e c trol y t e , re p laci ng t h e fl a mm ab le l i qu id e lec t rolyt e s p res e n t in c on v en ti ona l l i t h iu m - io n ba t te r i e s PE / PP P r oLog i u m sepa r a t or 1 2 3 5 65 125 185 245 305 0 .0 1 .0 2 .0 3 .0 4 .0 5 .0 0 60 0 120 0 180 0 240 0 300 0 360 0 420 0 480 0 5400 V o l t ag e T e m pe r a t u re

29 SAFET Y : embedd e d AS M M a ter i a l a c tivates at 12 5 ⁰C a n d s tabili z es the thermal source N o t e : A cc e l e r a t i n g R a t e C a l o r im e t e r ( ARC ) c ha rt r ep r o du c e d ba s ed on pub l i s he d a c a d e m i c l i t e r a t u r e. ( 1 ) K e y C ha r a c t e r i s t i c s f o r The r m a l R una w a y o f L i - i o n B a tt e r i e s , E ne r g y P r o c ed i a 158 ( 2019 ): 468 4 - 4 689. ( 2 ) I n s i t u - po l y m e r i z ed l i t h i um s a l t a s a po l y m e r e l e c tr o l y t e f o r h i g h - s a f e t y l i t h i um m e t a l ba tt e r i e s. ( 3 ) S t ag e - D o m i n a t e d T h e r m a l R una w a y i n S u l f i d e ASSB s : D e c oup l e d E l e c tr o c he m i c a l I gn i t i o n and C he m i c a l C a sc ad e s , h tt p s :// do i . o r g / 10 . 21 2 0 3 /r s . 3 .r s - 6 4 2854 0 / v 1 . ( 4 ) A c t i v e S a f e t y M e c ha n i s m b y P r oLo g i um. T e m pe ra t u re ( ° C) T i m e ( M in u t e) Acce l e rati n g Rate C a l o rim e ter (AR C ) T e st S ol i d Liqui d ( 2) Co n ve n t ion a l Co n ve n t ion a l Liqui d ( 1) N e x t G e n e r a t ion 1 .0 S ol i d S ulfid e , LP SC ( 3) T he rma l r una w ay N e x t G e n e r a t ion 2 .0 G e n 4 Pro L o g ium Ge n 4 is t h e f i r s t a n d o n ly c e l l t o c o m p lete A R C te s t i ng with o u t th e rmal r una w a y in t he 4 0 - y ea r h ist o ry of l i thiu m b a t t e r i e s. N o t he rma l ru n a w ay V ( Fu l l C e l l ) = V C A M - V AAM ≈ 3 V C A M = C AM S i - L i A l l o y = S i - L i A l l o y V ( Fu l l C e l l ) = VCA M ’ - VAA M ’ ≈ 1 V CA M = CA M ’ ( D i f f e r en t C r ys t a l l i n e) S i - L i A l l o y → S i - L i - X C o m pou nd V o l t age ( V) 5 65 125 185 245 305 0 .0 1 .0 2 .0 3 .0 4 .0 5 .0 0 18 0 0 36 0 0 54 00 3V 1V T im e ( M i n) T e m pe r a t u r e ( ° C) S e l f D i s char ge A S M ( 4) A c t i v a t i ng S t able P h a se 0 100 200 300 400 500 600 700 800 0 1,8 0 0 3,6 0 0 5,4 0 0 7,2 0 0 9,0 0 0 10, 8 00 3 r d part y te s ted

30 Perform a n c e : ProL o gium ’ s Electrolyte Red e fines Perform a n c e Limits 1 2 3 0 . 2 - 0 .4 L iq u id 1 S o l id 0 . 7 - 0 .9 L iq u id S o l id 57 2 1 2 2 1 2 12 - 20 o C 25 o C F a s t Ch a rg i ng F a s t Ch a rg i n g C y c le C - ra t e C a p a b i l i ty - 20 ° C P e rf o rm a nce mins Ionic C o ndu c t i vit y ( 1 ) , mS / cm In t e r facial C o ntact Transfe r e n c e Number Ne a r 1 00 % L i+ tra n sp o r t e f fic i en cy w i t h m i n i m a l co n ce n trati on po lar i z a ti on 57 m S /cm a t 2 5 o C, 5 x h ig h e r t h an t h e be st o f s o l i d & liq u id e lec t rolyt es P ress u r e - fr e e ope ra t io n enab le d b y non - Newt o n ia n fl o w beha vior T he Best o f C o n ve n tio n a l So l i d & Liqui d R e vo l u tio n a ry C e l l P e r f o rma n ce W ith o u t Ex t e rn a l Press u re Heterogene o u s Homogeneo us S o l id Gen 4 Elec t ro l y t e - Su p erf l uidi z e d Solid sta t e Un p ara l le l e d Cel l - le v e l Perfor m ance ( 1 ) S o c i e t e G ene r a l e de S u r v e i l l a n c e SA.

31 1 . 0 E - 06 5 . 0 E - 06 2 . 5 E - 05 1 . 3 E - 04 6 . 3 E - 04 3 . 1 E - 03 1 . 6 E - 02 7 . 8 E - 02 3 . 9 E - 01 2 . 0 E + 00 9 . 8 E + 00 4 . 9 E + 01 (2 5 ) (2 0 ) (1 5 ) (1 0 ) (5) 0 5 1 0 1 5 2 0 2 5 30 57 25 ° C 1 2. 5 - 20 ° C 10 25 ° C L G P S / L iq u id Or g an ic S u p e r - F l uid i z e d A l l I n o r g a ni c SSE ( 57 m S/c m ) LGPS ( 10 m S/c m ) 1 M L i P F ₆ i n E C : D M C ( 10 m S/c m ) L P S C I ( 2 m S / c m ) L L Z O ( 0 . 4 m S/ c m) C o m p o s i t e E L T ( 0 . 3 m S/c m ) L A T P ( 0 . 1 m S/c m ) G e l E L T ( 0 . 1 m S / c m ) PEO + Li F SI ( 0 . 0 0 1 m S/c m ) Ioni c Cond u c ti v it y (mS/ c m) S G S C e r tified C on d uctivity Test Io n ic C o ndu c t iv i t y v s T e mp e rature T e m p e r a tur e ( ° C) Perform a n c e : Highe s t Prove n Ioni c Co n ductiv i ty

32 Energy Densit y : Techn o logy unl o c k s Safety Limit a tions o n Higher Energy Densit y 1 0 0% Si l ico n A n o de ( 4 t h G en) L i - met a l A n o de (Tech n ology R oadmap) Ce l l E n e rg y D e n s ity 430 – 470 W h /kg 360 – 4 0 0 Wh/kg 75 0 Wh /L Conventional Ceiling 1,0 0 0 – 1, 1 00 W h /L 860 – 9 4 0 W h /L 28 0 Wh/kg C o n v e n ti o n a l liq u id & s o li d - st a t e b a tt e ri e s in c re a s e t h er m al ru n aw a y ri s k or r e du c e el e ctri c pe r for m an c e a s e ne r gy de n sity rise s , cre a tin g a l iq u i d - ch e mis t ry de n sity ceili ng Pr o L o gi u m s o lv e s t h is f u n d a m e n t a l c o n t ra d ict i o n a t t h e ma t eri a l le v el S a fet y an d el e ctri c pe r for m an c e a re no lo n ge r tr a d e - o f fs ag a ins t en e rgy de n sit y , all o win g 4 t h ge n er a tio n te c hn o lo g y to ex c ee d tr a diti o na l ceili n gs wit h a r o ad m ap to a dd i tio n al f u t u re p e rf o rm a n ce M a rket chall e nges Solu t ion In n ovative T echnol o gy Enables Hi g h E n erg y D e n s i ty

33 M a nuf a cturi n g : First SSB D e veloper to Achieve Sa m ple through Ne a r Gig a - Level S am ple M ak i ng P i l o t G i g a - l evel Pro L o g ium C o m p eti t iv e H e a d Star t i n M a n u fa c tur i ng An n o u nced U nc l e a r S c ale - U p C o n t i n u i ty C o m p a ny R e a li z ed P o s t p o n e d / D elayed > 0 .1 < 0 . 0 5 > 0 . 05 P r oLogi u m is the g l oba l l ead e r in So l id State Manu f acturi ng - A u tom a ted pro d u c t i o n for larg e E V c e l l s ~1 3 y e a rs a h e a d of c o m p e t i tors - T ai w a n pro d u c t i o n fa c i l i t y deli v ere d on - t i m e a n d o n - budget - C o ntin u o u s pro d u c t i o n sc al e u p pl a n n ed in T ai w a n a n d Fr a n ce 201 3 201 7 … 202 2 202 4 202 5 202 7 202 8 202 9 2030 L imi t ed sc a le M a ss p r odu c t ion 0 . 0 1 0 . 0 5 0 . 5 5 0 . 8 1 . 6 5 . 05 2026 0 . 2 5 0 . 7 5 6 0 . 0 1 (1) > 0 . 2 G Wh - A nnoun c ed in 2 023 O ct - S o ld i n 2025 O c t du r in g p r e - I P O s t age 0 . 0 2 (1) M a ss p r odu c t ion S ou r c e : P ub l i c i n v e s t o r p r e s en t a t i o n s , I n t e r na t i o na l B a tt e r y S u mm i t 202 6 , P r oL o g i u m i n t e r na l c a l c u l a t i o n s. ( 1 ) T r an s i t i o ne d t o l i c en s i n g m ode l , r edu c i n g n eed f o r i n - hou s e m anu f a c t u r i n g. M a ss p r odu c t io n ( B eg in s a le s o f ASSB c a r s)

34 25 0 66 0 66 0 1 ,3 20 30 0 1 ,2 6 0 1 ,2 6 0 1 ,2 60 1 0 3 0 5 5 55 65 ,0 0 0 21 ,0 0 0 8 ,2 8 6 6 ,8 54 M a nuf a cturi n g : Path to C a pex / MWH competitivenes s with ben c hm a rks S ou r c e : C o m pa n y e s t im a t e s . N o t e : A n t i c i p a t ed c o s t s a r e m ana g e m e n t e s t im a t e s on l y and a r e s ub j e c t t o c hang e d ue t o pe r m i t t i n g , a v a i l ab l e f i n an c i n g i n c l u d i n g t he B u s i n e ss C o m b i n a t i o n , s upp l i e r s , and o t he r f a c t o r s ou t s i d e o f t he C o m pan y ’ s c on tr o l. M a n u fact u r in g Eff i cie n c y I m p r o v em e nt R o a d m ap Pro L o g ium ’ s C u rr e n t C ap E x is Com p eti t ive wi t h E U an d U.S. In d u s t r y B e n c h marks ( T o tal C a p Ex $ M /GWh) 0 20 40 60 80 100 120 140 160 180 0 5 1 0 1 5 2 0 2 5 3 0 3 5 4 0 4 5 5 0 5 5 6 0 6 5 7 0 7 5 8 0 8 5 90 P roLog i um E s t i mat e d C apEx P roje c t i on Indu s try C apEx R eferen ce As ca p a city sca l e s , c on tin u ed o p timiz a tio n i s ex p e cte d t o furth e r r edu c e C ap Ex P roLog i um E s t i mat e d C apEx B udget Industry C ap E x R efe r ence G 1 G 2 G 3 G4 103x 5x 2x Ma n ufa c tu r ing te c h n ol o g y g e n e rat i on F o otprint pro d u c t i vity impro v e m e nt Pa r a m e te rs

35 Cost & Scal a bilit y : A more Sca l a b le Operatio n a l Fl o w red u ces Ope x Unit COsts Si m p l i f ied Manufa c turing F l ow F e wer S t e p s. H i ghe r E f ficie n c y . Gr e a t e r S c a la b i l ity Co n ve n t ion al Fo r m a ti on 1 P r e - S e a li ng Z - f o l din g P o l y m e r S e p a r a t o r In st a ll at i on D egas s i n g & R esea li ng E l ec t r o l y t e I n j ec ti on Fo r m a ti o n Fo r m a ti on 2 E l ec t r od e a tt ac h i ng / E l ec t r o l y t e I n s t a ll a t i on S l u rry M i x i ng C a l e nd a r i ng B l ank i ng I n l ay S t ack i ng Tab W e l d i ng P ack a g i ng S ea li ng V acuu m D ehyd r a t i on Tab W e l d i ng P ack a g i ng V acuu m I m p r egna ti on B l ank i ng P ouch T r i m m i ng P r i n ti ng / H o t F l ow D ehyd r a t i on C o a tin g ( E l ec t r od e + A dh e s i v e ) vs 7 s teps 1 s t ep D r y r o o m c o v e ra g e re d u c ed De h y d ra t io n e f f ic i en cy i m p rov ed vs 8 hou rs 8 m i ns E li m i n a t e d P r o c ess • E l e c t r o l y t e i n j e c t i on • E l e c t r o l y t e V a c uu m I m p r e gn a t i on • D ega ss i ng • R e s e a li ng • > 2 t im e s o f f o r m a t i on E l e c tro d e P r e p a r a tion E l e c tro d e A sse mbly Ce l l As s e mbly M i x i ng S litti ng C oa ti ng C a l end a r i ng N o t ch i ng 11 st e ps 17 st e ps Sl u rry C o a t i n g C a l en d ar i n g Pri n t i n g & D ehy d ra t i o n El e c t r o d e a t t a c h i n g B l a n k i n g S t a c k i n g T ab W e l d i n g P a c k agi n g S e a l i ng G i g a - lev e l auto m ated L i n e v a l i dated Fe w er man u fa c turi n g s tep 30 - 40% R edu c ed dry room c o v erage 60 - 70% 800,000 C e l l s s h i pped from G i g a Factory R e d u c e d inv e stm e nt Lo w er C apEx & O p Ex P a te n t Prote c ted Log i th i u m T M arch i te c ture & pro c e s s kno w - ho w s i nce 2010 A l r ead y ope r a tin g and ship p in g p r odu cts P r oc e ss ste p s r e q ui r ing d r y r o o m P r oc e ss ste p s int e g r at e d/ e limin a te d by P r o L o g iu m F o o ta g e ca p tu r e d o n P r o L o g iu m T a o ke p r o d uctio n line in Nov 2 0 2 3

36 Cost & Sc a l a bilit y : Electrolyte M a ter i a l co m position Further re d uces unit costs wh e n combi n e d wit h A ss e mbly Proce ss S ou r c e : C o m pa n y e s t im a t e s . N o t e : A n t i c i p a t ed c o s t s a r e m ana g e m e n t e s t im a t e s on l y and a r e s ub j e c t t o c hang e d ue t o pe r m i t t i n g , a v a i l ab l e f i n an c i n g i n c l u d i n g t he B u s i n e ss C o m b i n a t i o n , s upp l i e r s , and o t he r f a c t o r s ou t s i d e o f t he C o m pan y ’ s c on tr o l. C o n v en t i ona l N M C C e ll C e l l Material 50 - 60% E l ec trolyte Cost, USD/kg C on ve n tio n a l S o l i d Oxid e , LL ZO S o l i d S u lf i de , L GPS L iq u id (EU) ? ≧ 300 ≧ 200 S upe rflui d ize d A l l - I n o rg a n ic SSE L i F Si L iP F6 58 La Lan t hanum 32 Ge Ge r m an i um ? L i 2 S R a re / U n s t a ble M a t er i al ( N o t use d by P roL o giu m) 15 - 20% P a ck Ma n ufa c tur i ng - ( 4 - 7 %) ~1 5 % r e du c t i on b y i m p r o ve d e ne r g y den s i ty and e l i m in a ti on o f p ress u re m odu les U p to 20 % r e du c t i on b y si m p l i fic a ti on o f t h e c oo l i ng syst em - ( 1 - 3 %) C e l l Man u factur i ng 30 - 35% - ( 5 - 10 %) Ho u sing T h e r m a l M anage m ent HV S yst em B M S O ther B OM P ro d u cti on Cos ts P a ck COGS S tructura l Co s t Adv a n t a g e s: • Rar e - m e t a l - fr e e m a t e r i al • A b i l ity t o u s e low e r - c o st , in d u str i al - g ra d e m a t e r i a ls ( i n st e ad o f ba t te r y - g ra d e ) enab le d b y pu r if i ca t io n e f f e cts du r in g su p e r fluidiza t ion

37 IV. Transaction Details

38 P roLogium v a lu e d a t $3 , 8 00 M P r e - M one y E n t e rpr i se V a lu e ($ 3 , 9 00 M E qui t y V a lu e a dju s ted f o r $100 M i n n e t cas h on P roLogium b a l a n c e s h e e t) T a rg e tin g ~ $ 300 M of in c r e m e n t a l gro s s pro c ee d s d e l ive r e d t o P roLogium ’ s b a l a n c e s h e e t t h rough a c ombin a tio n o f S P A C cas h in trust a nd P I P E pro c ee d s A t c los e , ProL o gium i s s eek ing t o ha v e ~ $370 M o f net c as h o n t h e ba l a nc e s he et Com p r i s ed o f t h e ~ $ 300 M g ross p roc e ed s, less $30 M o f tr a n s a cti on e x pen s e s, p lus $100 M o f e xistin g ne t c a s h P ro Form a E n t e rpr i se V a lu e o f ~ $ 3 , 8 77M T a rg e tin g c lo s ing in 2 H2 0 2 6 ( 1) Tra n sactio n Summ a ry S ou r ces P roLog i um V a l uat i on $3,800.0 E x i s t i ng N et C a s h 100.0 SPA C C a s h i n Trus t & P I P E P roce e ds 300.0 To t al S ou r ces $4,200.0 92% 7 % 1% P r o L o g i um S P A C & P I P E S h ar e h old ers S P A C S p o ns or U ses P roLog i um P urch as e P ri c e $3,900.0 C a s h to the B a l an c e S heet 270.0 E s t i mat e d Transa c t i on E x pen s es 30.0 T o tal U ses $4,200.0 Pr o Fo r ma V aluation I l l us trati v e S hare P ri c e at C l os i n g $10.00 P ro Forma S hare s O ut s tand i ng (M) 424.7 Pr o Fo r ma E qui t y V alue ($M) $4,246.6 E x i s t i ng N et C a s h P o s i t i o n ($M) (100.0) N et C a s h from Transa c t i on ($M) (270.0) Pr o Fo r ma E nte r p r ise V alue ($M) $3,876.6 K e y T r a n sac t ion T e r m s I l l u s tr a t i ve Pro Fo r m a V a l u a t ion ($M) Pro Fo r m a O wn e r s h i p a t Cl o s e ( 2 ) S ou r c es a nd U s es ( $ M) S ha r eholder S ha r es V alue ($M) P roLog i um 390.0 $3,900.0 SPA C & P I P E In v e s tors 30.0 $300.0 SPA C S pon s or 4.7 $46.6 To t al 424.7 $4,246.6 ( 1 ) S ub j e c t t o app r o v a l b y t he s ha r eh o l d e r s o f bo t h P r oL o g i u m and T DAC , r egu l a t o r y app r o v a l s , and o t he r c u s t o m a r y c l o s i n g c o n d i t i o n s . ( 2 ) P r oLo g i um s ha r e c oun t ba s ed on $3 , 800 M p r e - m o ne y en t e r p r i s e v a l u e p l u s $100 m m i n e x i s t i n g ne t c a s h . E xc l u de s im pa c t o f 8 . 63 m i l l i on pub l i c w a rr an t s and 7 . 08 m i l l i on p r i v a t e p l a c e m en t w a rr a n t s . A ss u m e s P I PE f i n an c i n g i s s u cc e ss f u l l y c l o s ed .

39 Tra n sactio n Provide s the Opportu n ity to Sca l e Cap i ta l Re a d y for Ne x t - Ph a s e S c a l ing (US $ m i l l i on ) In d u s tria l - S c a l e Cap a c i ty E s ta b li s h ed I t em Am o u nt ~773 F u n d in g St r u c ture: ~100 ~270 ~705 T ot a l F u n d in g S e c u r e d (B) ~ 1 ,075 Li q ui d i t y A v a i l a b le for F ut u r e Growth (= B - A ) ~300   Pha s e 1: ~$773 M t o un l ock 4 G W h o f capa c i ty   T ransac t io n Provi d es Su f f icien t l iqu i d i t y t o Achieve t hi s in it ia l g oa l an d m ore N o t e : A ss u m e s $300 M r a i s ed t h r ough a c o m b i n a t i o n o f T r u s t p r o c e ed s and P I PE i n v e s t m en t, ne t o f $30 M i n tr an s a c t i o n e x pen s e s. ( 1 ) C a l c u l a t ed ba s ed on e s t im a t ed c u m u l a t i v e €608 M r e c e i v ed t h r ough 2029 ad j u s t ed t o USD ba s ed on a 1 . 161 5 USD / E U R F X r a t e a s o f M a y 22 , 2026 .

40 Curr e n t M a r k e ts S e r v ed Ae r o s p a c e & De f e n s e , D a t a C e n t e r E S S, E V s , Ro b o t i c s EVs A e r o s p a c e & D efe n s e , EV s , Ro b ot i cs M a nu f ac t u r i ng Cap a c ity 0.5 G W h/y r i n T a o y u a n , T aiwan + 4 G W h/y r i n D un k i r k, F r a n c e ( 1) Pi l ot li n e s i n Sa n J o s e , CA Pi l ot li n e s i n M a s s a c h u s et t s, US A a n d Ch e o n a n , S o uth K o r ea YE 2025 P a ten t s ( 2 ) 1,0 0 0+ 400 + 150+ In i ti a l Comm e r c i a l i z e d P roduct 201 3 P r e - Comme r cial P r e - Comme r cial Number o f Units S hipp e d 2.4M+ U n d is c lo s ed # of s a mp l es T h ousands t o g lo bal OEMs f o r t e s ti ng The r m a l Ru n a w a y E l i m i n a ted   P ro Form a E qui t y V a lu e ( $ B) P ro Form a E n t e rpr i se V a lu e ($B) $4 .2 $ 5 .4 $ 1 .2 $3 .9 $ 4 . 5 $ 1 .1 Ben c hm a rki n g Co n si d erations S ou r c e : C o m pa n y w eb s i t e s , f i l i n g s , p r e s e n t a t i o n s , and ea r n i n g s r e l e a s e s. ( 1 ) U nde r c on s tr u c t i o n . 2030 E P r odu c t i o n C apa c i ty : 4 . 0 G W h . M a x D e s i g n C apa c i ty : 44 . 0 G W h. ( 2 ) I n c l u de s g r an t e d a n d pend i n g p a t e n t s a s o f YE 20 2 5 . ( 3 ) P r oLo g i um v a l u ed a t $3 , 800 M P r e - M on e y E n t e r p r i s e V a l u e ( $3 , 90 0 M E qu i ty V a l u e ad j u s t ed f o r $100 M i n ne t c a s h on P r oLo g i um ba l an c e s h e e t). P r o f o r m a equ i ty v a l u e a ss u m e s ~ $ 300 M o f i n c r e m en t a l g r o ss p r o c e e d s de l i v e r ed t o P r oLo g i um a s pa rt o f t he tr an s a c t i on , l e ss ~ $ 30 M f o r tr an s a c t i o n e x pen s e s , and ad j u s t ed f o r $46 . 6 M SPAC s pon s o r e q u i ty s ha r e s. ( 4 ) S&P C ap i t a l I Q a s o f M a y 26 , 2026. ( 5 ) P e r i n v e s t o r p r e s en t a t i o n da t e d M a r c h 24 , 202 6. ( 3 ) ( 4) ( 3 ) ( 4) ( 5) ( 5) ✓

41 V. Appendix

42 Technic a l Perform a n c e Ben c hm a rki ng S ou r c e : I n v e s t o r p r e s en t a t i o n s and pub l i c anno un c e m e n t s . ( 1 ) 28 ba r c on v e rt ed t o 27 . 6 a t m. ( 2 ) C a l c u l a t ed ba s ed on t he r epo rt ed ope r a t i n g p r e ss u r e o f s u l f i d e - ba s e d e l e c tr o l y t e de sc r i b e d i n “ A c r i t i c a l ou t l o o k f o r l a r ge sc a l e s o l i d - s t a t e ba tt e r i e s ” (r epo rt e d a s ~ 8 0 M P a ; c on v e rt ed t o ~ 7 90 a t m ). ( 3 ) E xc l u d i n g t abb i n g a r ea. C on ve n tio n a l N e xt G e ne r a tio n S o l i d - S ta t e 1 .0 N e xt G e ne r a tio n S o l i d - S ta t e 2 .0 Com p e tit o r & M ode l G e n 4 E ne rgy De n sity Gr a vi m e tric ( W h /k g) V o lume t r i c ( W h / L) P e rf o r m an ce Cyc l e L ife Lo w T e m pe ra t u re Re ten ti on F a st Ch a rgi ng M a x. Ch a rgi n g Ra te Cell Le v e l S a f e ty 380 900 6 . 4 m in , 5 - 80% 1 , 2 0 0 th 1 , 0 0 0 th M a x. D i sc ha rgi n g Ra te 5C 12C O p e ra t in g P ress u re (a t m ) 0 > 9 0% S u sc ep ti b le t o T h e r m a l Ru n a way No Ther m a l Ru n a w ay 287 637 30 - 40 m in , 8 - 80% E 72B FE S T (NM C , L i - Me t al) 391 835 > 6 0 0 th 18 m i n , 1 5 - 90% 4C 2 8 ( 1) 82 . 7% ~ 790 ( 2) QSE - 5 12 . 2 m in , 1 0 - 80% 301 844 ( 3) 800 th 76% 10C > 3 .4 S u lfid e A S SB

43 T e chnical Talent at t h e Co r e of P roLogi um D r . D m itry B ELOV D r . J a m e s CH O U Cal v in HSIEH Ra c h a e l HU A N G Chi e f S cie n tist & H ead o f E u ro p ean R&D Chi e f E ng in e er He a d o f Gl oba l Q u a l i ty A ss u ra n ce H ead o f M anu f a ct u r ing Si m on WU He a d o f P ro d u ct & B u sin e ss Dev e lo p m ent V incent Y A NG F o u n d e r , CE O & C TO R& D M a n u fa c tur i ng • C on tr i bu t e d t o mass p r odu ctio n o f soli d - st a t e ba t te r i e s du r i ng h is t e nu re o f 15 y ea rs w i t h P ro L og ium • P h .D. , S e m eno v In stit u t e o f Ch e m ical P h ysics • 20 + ye a r s o f e xp e r ie n ce in t h e m anu f a ct u r i ng in d u stry • P revi o u sly D i rec t o r , I n du str i a l SB U, TP K ; COO , E l l ipsiz Com m un ica t io n s; and D i rec t o r , F a b Ope ra t io n , W istron • 25 + ye a r s o f e xp e r ie n ce in qua l i ty i m p rov e m en t a nd eng in e e r i ng , incl ud in g 10 y ea rs w i t h P ro L og ium • M . S . , S t a tistics, Na t io n a l Ch e ng K ung Univ e rs i ty • 20 + y ea rs o f e x pe r i en c e in c he m ical eng in e e r i ng R&D • Led p ro d u ct eng in e e r i ng in to N e w P ro d u ct I n tr o du cti on pha s e a t F o xc onn • 10 + ye a r s in n e x t - gen ba t te r y p r odu ct de v e lo p m ent • 30 + y ea rs o f e x pe r i en c e in M anu f a ct u r i ng & Ope ra t io n s • F o r m e r V P , M anu f a ct u r i ng & Ope ra t io n s, P ro L og ium a nd Q u a lcom m MEMS • P h .D., Ch e m i c a l E n g in e e r in g , P enn sylva n ia S t a t e U n ivers i ty • O ver 28 ye a rs i n t he l i thi u m ba t t e ry i n du s t ry and th e inv e n tor o f 1 ,0 00 + w o rl d w i de p a te n t s i n t he s o l i d - s t a te ba t t e ry sp a ce • P lan t D ir e ctor o f D a y ua n Pl a nt an d D i rector of R& D D e p t . , F o xco n n Adv a n ce d T e ch n o l o gy • D i recto r , Po l ymer Bat t e ry D i vis i on , U l t r a - l i fe T a i w an • B . S. and M . S. , Ch e mic a l En g i n ee ri n g & M a teri a ls Sci e n ce a n d En g i n ee ri n g , N a tio n a l T a i w an Un i vers i ty Y i - M in g W ANG He a d o f S upp ly Ch a in • 20 + y ea rs o f e x pe r i en c e i n R&D, s upp ly ch a in & eng in e e r ing • P rov e n e x pe rtise in s e m ico n du ct o r and ne w ene rgy in d u str i es • F o r m e r le a de rshi p in Da n an , Unit e d R ene wa b le Ene rgy and TSMC

44 TDAC Overview S pon s o r: T D A C Pa r t n e r s L LC T ic ke r s (Un i t / St o ck / W a r r a n t): T D A C / T D A C U / T D A CW O ffe r Dat e : D e ce mbe r 24 , 2024 L ist ing : N A SD AQ D e a l Si z e : $172 .5 M i l l i on Un i ts O ffe r e d : 17 .2 5 mi l l i on un i t s ; $10 .0 0 p e r un it Un i t Structur e : 1 .0 shar e / 0 .5 w a r r a nt W a rr a nt C o n ve r s i o n: $ 1 1 .5 0 s t r ik e / $18 .0 0 ca ll C a s h i n T rust: $10 .1 0 p e r un i t s o l d (1 0 1 .0%) S pon s o r “ at ris k ” I n ves tm e n t: $7 .0 8 mi l l i on v ia pu r c h ase o f 7 ,0 75 ,0 0 0 w a r r a n ts ($ 1 .0 0 / w a r r a n t) S pon s o r Promote: 4 ,6 57 ,5 00 s h a r e s ; ~ 1 % p ro f o r ma A c q u isit i o n P e r i o d: 18 mo n ths

45 Fren c h Subs i dy De t ail H O W M U C H €1.37B tota l appro v ed ■ € 2 7 5M a d va n ce p a y m e n t al r e a dy secu r ed ■ F u n d e d by F r e n ch g o ve r n m e n t via B P I F r a n ce ■ A ut h o r ized by E u r o p e a n Co mm iss i o n ( SA . 1 0 6 7 4 0) W H A T W E G E T I T F O R 44 GWh of i n l ay + 10 G Wh of c e l l c apa c i ty ■ E u r o p e's fi r st soli d - sta t e b a tt er y gig a fac t o r y in Du n kirk ■ R & D, ind u st r ialization , a n d r ecycling m ilesto n es ■ P h a se 1 ( 4 GWh ) o n t r ack f o r 2 0 30 W H E N I T A R R I V E S 9 Milestones pa i d 202 4 – 2032 ■ T ied to ca p acity b uil d - out – p a id u p o n d e live ry ■ No clawback if m ilesto n es ar e m et ■ F lexibil i ty to scale t o d em a n d - d r iven ca p acity C U M U L A T I V E G R A N T B Y C A P A C I T Y T I E R € m il l ions r ec e ived at e a ch b u il d - o u t sta ge €575M €768M €887M €1 , 025M €1 , 375M € 0 € 200 € 400 € 600 € 800 € 1 , 000 € 1 , 200 € 1 , 400 € 1 , 600 4 G Wh 8 G Wh 1 2 G Wh 2 4 G Wh 4 4 G Wh P H A S E 1 I S A L R E A D Y F U N D E D €275 M A lrea dy i n hand (adv a n c e pa y men t s e c ured) €768 M Triggered b y h i tt i ng P ha s e 1 ( 4 – 8 G Wh) €1 . 1B+ Tied to m i l es tone s P roLog i um c ontro ls

46 Additiona l C a se St u dy: EV Applic a tions Ap p l ica tion A F re n ch to p tier raci n g car O E M & a G e rma n lux u ry sp o rt drivi n g O E M High E n e rg y D es ign • Col d we a th e r ra n ge > 90% • U l ti m a t e s a f e ty • 40 0 V Fa s t ch a rgi n g : 5 - 80 % < 6 .4 mins E x ecu t ive LUX U RY Ap p l ica tion A G erm a n hi g h - en d bu s in e s s & lux u ry O EM Lo n g R a nge De s ign • Ra n ge : 80 0 - 10 0 0 km • U l ti m a t e s a f e ty • 40 0 V Fa s t ch a rgi n g : 5 - 80 % < 6 .4 mins Ty p e T r a d i t i o n al LF P +C T P SSB T o t a l E n e r g y 83 kWh 45 kWh We ig h t ( K g ) 56 0 220 400 V F a s t C ha r g i n g ( S o C ) 30 - 8 0 % : 3 0 m i ns 5 - 8 0 % < 6 . 4 mi ns Dr iv i n g D is t an c e p er 6 . 4 - min C ha r g i n g 85 - 98k m 350km O E M ’ s T o t a l C o s t o f Pa c k (U S D ) 8,30 0 7,425 M a ss M a rket ProL o gium ’ s 4 5 kW h sm a l l b a t t ery e n a b les 3 5 0 k m r a n g e & s e c u r e hi g h g r o s s margin. O E M s e n joy low e r t o t a l ba t te ry c o st , 1 / 2 wei gh t , and lo n ge r m i l eage t h an t ra d itio n a l solu t io n s. Ap p l ica tion A Gl o ba l ful l - ra n ge pa s se n g er & co m mer c i a l ve h icle s O EM Rep l acea bl e De s ign • LL C B De s ig n in Hori z on t a l Co o lin g Sy s tem • Cell Le v el Re p lac e ab l e an d Re p air a ble

47 Additiona l C a se St u dy: Co n struction M a chinery “ e are ex c i t e d t o l e v er a g e o u r exp e rtise i n 2 0 2 6 /01 e n er g y t e c h n o l o g y a n d b a tt e r y m o n i t or i n g t o c o n tri b u t e t o t h e d e v e l o p m e n t o f n e x t - g e n e ra t i o n s o l i d - s t a t e b a tt e r y sol u t i on s. T h is col l abo r a t i on r ep r e se n ts a sig n i f ica n t s t e p t o war d re a l i z i n g a s ust a i n a b l e a n d c ar b o n - n e u t ra l f u t u re. Mr. K oj i K urayama, Man a ger of N e x t - G enerat i o n S torage B atter y S ys tem P roje c t K y u s hu E l ec tri c P o w er