Spark I Acquisition Corp

EX-99.1 · tm2617060d1_ex99-1.htm

EX-99.1
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 EXHIBIT 99.1

 Exhibit 99.1

 ZincFive,
the Leader in Nickel-Zinc Immediate Power Solutions for Data Centers and AI

 Infrastructure,
to Go Public via a Business Combination with Spark I

 ● ZincFive
 provides mission-critical battery solutions for the data center and AI infrastructure markets
 through its proprietary high-power, safe, sustainable nickel-zinc battery chemistry

 ● Transaction
 values ZincFive at $600 million pre-money with a pro forma enterprise value of $752 million

 ● Revenue
 doubled from 2024 to 2025 to approximately $66.9 million, with nearly 2 GW of systems shipped
 or under contract globally and an approximately $81 million commercial backlog from diversified,
 blue-chip, and hyperscaler customers as of December 31, 2025

 ● $125
 million in expected gross proceeds, including approximately $100 million in a committed PIPE
 and approximately $25 million of cash held in Spark I Acquisition Corporation’s trust
 account before potential redemptions. Proceeds are expected to drive growth, commercial deployment
 and the build-out of U.S. manufacturing capabilities

 ● Existing ZincFive equity holders participating in
 the PIPE and will retain 100% of their equity into the combined company

 ● The
 minimum cash condition for the Transaction is fully satisfied by the committed PIPE

 PORTLAND,
Oregon & PALO ALTO, California — ZincFive, Inc. (“ZincFive” or the “Company”), the leader
in immediate power solutions for the data center and artificial intelligence (AI) infrastructure markets, powered by its proprietary
nickel-zinc battery technology, today announced that it has entered into a definitive business combination agreement (“BCA”)
with Spark I Acquisition Corporation (NASDAQ: SPKL) ("Spark I"), a special purpose acquisition company formed by SparkLabs
Group. This proposed transaction (the “Transaction” or the “Business Combination”) represents a pro forma enterprise
value of approximately $752 million and, upon completion, is expected to result in ZincFive becoming a Nasdaq-listed company under the
ticker symbol ZFIV and under the name “ZincFive, Inc."

 ZincFive’s
proprietary, patented nickel-zinc platform delivers superior safety, higher power density, a smaller footprint, and lower total cost
of ownership, without the tradeoffs associated with lead-acid and lithium-ion batteries. ZincFive’s products eliminate thermal
runaway risk while limiting cooling requirements, reducing installation costs, and enabling a more sustainable, recyclable power architecture
for data centers. ZincFive believes their technology is positioned to address the accelerating build-out of global data center markets
and the emerging need for short-duration, high-power solutions for advanced AI infrastructure designs.

 ZincFive
has already achieved commercial scale, with nearly 2 gigawatts (GW) of systems deployed and contracted globally and annual revenue doubling
from 2024 to approximately $66.9 million in 2025. ZincFive’s approximately $81 million backlog as of December 31, 2025 reflects
accelerating demand in data centers where ZincFive’s products deliver immediate, repeatable high-power response without compromising
safety, reliability, or operating economics.

 ZincFive
recently launched a comprehensive energy storage solution engineered to support both outage duration backup functionality and real-time
AI dynamic power loads, positioning the Company at the forefront of next-generation data center power infrastructure.

 “This
milestone reflects the strength of ZincFive’s technology, partnerships, and global momentum,” said Tod Higinbotham, CEO of
ZincFive. “Demand for safe, high-performance power is accelerating worldwide, and we’ve built a differentiated platform designed
to scale. With trusted partners and customers alongside us, we believe we are well positioned to expand globally and deliver long-term
value as the data center market continues to evolve.”

 “ZincFive
was built on a belief that chemistry choices matter,” said Tim Hysell, co-founder, board member and strategic advisor of ZincFive.
 “By pairing that belief with relentless execution, we’ve built a high-power platform that customers trust – demonstrating
that safer, more sustainable infrastructure can be delivered at scale. We believe the proposed Transaction with Spark I will provide
the capital and public market platform to amplify our impact globally."

 "This
proposed Transaction with ZincFive aligns with Spark I's strategy to bring transformative, late-stage technology companies tied to the
global innovation economy to the U.S. public markets," said James Rhee, CEO and Chairman of Spark I. "We believe ZincFive's
proven commercial relationships, recently-launched AI power solutions, and scalable manufacturing position the Company to capture significant
value from the AI infrastructure build-out. We believe the market fundamentals, technology leadership, and execution capability create
a compelling public market opportunity."

 Transaction
Overview

 The
proposed Business Combination is expected to deliver gross proceeds of at least $100 million from a committed PIPE, which fully satisfies
the BCA’s minimum cash condition, and up to $25 million in additional proceeds depending on redemptions. Existing ZincFive shareholders
are expected to roll 100% of their equity into the combined public company. ZincFive has entered into a $35 million bridge loan facility
of which $28.5 million is expected to be repaid at the closing of the Transaction. Net proceeds from the transaction will be used to
fund ZincFive’s growth investments, commercial deployment, and build-out of U.S. manufacturing.

 The
Boards of Directors of both ZincFive and Spark I have unanimously approved the proposed Transaction, which is expected to close in the
second half of 2026, subject to customary closing conditions, including approval by Spark I shareholders and regulatory review.

 All
transaction figures referenced herein are preliminary and subject to the final terms of the Business Combination.

 Use
of Preliminary and Estimated Financial Information

 This
press release contains preliminary or estimated financial information of ZincFive. The preliminary financial information and operating
results of ZincFive for the fiscal years ended December 31, 2024 and 2025 included are preliminary estimates and represent the most
current information available to the ZincFive management, as the audits of the fiscal years ended December 31, 2024 and 2025 are
not yet complete. These preliminary estimated results are subject to change following the completion of the preparation and audit of
the ZincFive’s financial statements and the subsequent occurrence or identification of events prior to the formal issuance of the
audited financial statements for these periods. Accordingly, investors are cautioned not to place undue reliance on the preliminary and
estimated financial information included herein.

 2

 Webcast

 ZincFive
will host a webcast providing an overview of its business and the proposed Transaction. The webcast and related investor presentation
will be available on demand at https://zincfive.com/investors . The investor presentation will also be filed by Spark I in a Current
Report on Form 8-K with the SEC and available at https://www.sec.gov/ .

 Advisors

 Cantor
Fitzgerald & Co. (“Cantor”) is acting as exclusive financial advisor to ZincFive and lead placement agent for the
PIPE; and Chardan is acting as capital markets advisor to ZincFive. Cooley LLP is serving as legal advisor to ZincFive.
Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal advisor to Spark I. Latham & Watkins
LLP is acting as legal advisor to Cantor. ICR, Inc. is serving as strategic communications advisor to ZincFive.

 About
ZincFive, Inc.

 ZincFive
is the leader in immediate power solutions for mission-critical infrastructure based on nickel-zinc battery technology. The company’s
extensively patented nickel-zinc technology delivers high-power, safe, reliable, and sustainable energy storage solutions engineered
for the demands of modern data centers, industrial operations, and AI-era infrastructure. ZincFive’s systems harness The Power
of Good Chemistry® to help customers power what’s next without tradeoffs. Headquartered in Oregon, USA, ZincFive serves
customers worldwide.

 About
Spark I Acquisition Corporation

 Spark
I (NASDAQ: SPKL) is a special purpose acquisition company formed by SparkLabs Group, a leading global network of startup accelerators
and venture capital funds, with bases in Korea, the United States (Silicon Valley), Taiwan, Australia, and Saudi Arabia. SparkLabs Group
has been an investor in many of the global AI ecosystem's defining companies — including OpenAI, Anthropic, Perplexity, xAI, Groq and Retro
Biosciences.

 Investor &
Media Contacts

 ZincFive

 Ekaterina
Walter

 Vice
President, Marketing

 media@zincfive.com

 ZincFive@icrinc.com

 Spark
I / SparkLabs Group

 Eunbit
Jang

 VP
of Communications

 ebjang@sparklabs.co.kr

 3

 Forward-Looking
Statements

 This
press release includes "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements
may be identified by the use of words such as "plan," "will," "expect," "believe," "continue,"
 "potential," "proposed" and similar expressions that predict or indicate future events or trends or that are not
statements of historical matters. The Company has based these forward-looking statements on current expectations and projections about
future events. These statements include: the successful consummation and potential benefits of the proposed Transaction and PIPE and
expectations related to the expected proceeds, terms and timing; ZincFive's listing on Nasdaq; expectations regarding ZincFive's positioning
with respect to the next-generation data center power infrastructure; expectations regarding accelerating demand for power worldwide,
including for AI infrastructure; ZincFive's ability to expand globally and deliver long-term value; ZincFive's ability to execute its
business model and the expected financial benefits of such model, including ZincFive's ability to capture significant value from the
build-out of global data center markets and AI infrastructure; the expectation that existing ZincFive shareholders will roll 100% of
their equity into the combined company following the Transaction; expectations regarding repayment of the ZincFive’s bridge loan
facility; ZincFive's use of proceeds from capital raising transactions, including the proposed Transaction and PIPE; and the potential
for ZincFive to increase in value.

 These
forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as,
a guarantee, an assurance, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible
to predict and may differ from assumptions, many of which are beyond the control of ZincFive and Spark I.

 These
forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause ZincFive's or Spark I's
actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such statements. Such risks and uncertainties include: ZincFive's ability to grow
its business and expand operations, attract and maintain relationships with customers and suppliers and retain its management and key
employees; the failure of ZincFive's products to perform as expected; the availability of raw materials and components necessary to manufacture
and assemble ZincFive's products; governmental actions affecting ZincFive's international operations; ZincFive's ability to increase
manufacturing capacity and to forecast related costs and efficiencies accurately; ZincFive's competitive landscape; the potential need
for additional future financing; ZincFive's reliance on strategic partners, contract manufacturing organizations and other third parties;
ZincFive's ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or
cybersecurity incidents and related regulations; the evolution of the data center industry, including the use and rate of adoption of
artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; risks related to geopolitical
conflict, including supply chain disruptions; uncertainty or changes with respect to taxes, tariffs, trade conditions and the macroeconomic
environment; the combined company's ability to maintain internal control over financial reporting and operate as a public company; the
possibility that required regulatory approvals for the proposed Transaction are delayed or are not obtained, which could adversely affect
the combined company or the expected benefits of the proposed Transaction; the risk that shareholders of Spark I could elect to have
their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence of any event,
change or other circumstance that could give rise to the termination of the BCA; the outcome of any legal proceedings or government investigations
that may be commenced against ZincFive or Spark I; failure to realize the anticipated benefits of the proposed Transaction; the ability
of Spark I or the combined company to issue equity or equity-linked securities in connection with the proposed Transaction or in the
future; and other factors described in Spark I's filings with the SEC. Additional information concerning these and other factors that
may impact such forward-looking statements can be found in filings and potential filings by ZincFive, Spark I or the combined company
resulting from the proposed Transaction with the SEC, including under the heading "Risk Factors." If any of these risks materialize
or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
In addition, these statements reflect the expectations, plans and forecasts of ZincFive's and Spark I's management as of the date of
this press release; subsequent events and developments may cause their assessments to change. While ZincFive and Spark I may elect to
update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so except as required
by law. Accordingly, undue reliance should not be placed upon these statements.

 4

 In
addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the date of this communication, and while we believe such information forms
a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate
that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are
inherently uncertain and investors are cautioned not to unduly rely upon these statements. An investment in Spark I is not an investment
in any of its founders' or sponsors' past investments, companies or affiliated funds. The historical results of those investments are
not indicative of future performance of Spark I, which may differ materially from the performance of its founders' or sponsors' past
investments.

 Additional
Information and Where to Find It

 Additional
information about the proposed Transaction, including a copy of the BCA, will be filed by Spark I in a Current Report on Form 8-K
with the SEC. The proposed Transaction will be submitted to shareholders of Spark I for their consideration. In connection with the proposed
Business Combination, ZincFive and Spark I plan to file a registration statement on Form S-4 (as amended and supplemented from time
to time, the "Registration Statement") with the SEC, which will include a preliminary proxy statement and prospectus of Spark
I relating to the offer of the securities to be issued to Spark I's and ZincFive's shareholders in connection with the completion of
the Business Combination (the "Proxy Statement/Prospectus"). After the Registration Statement has been filed and declared effective,
a definitive proxy statement and other relevant documents will be mailed to shareholders of Spark I as of a record date to be established
for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. ZincFive and Spark I will also
file other documents regarding the Business Combination with the SEC. This press release does not contain all of the information that
should be considered concerning the proposed 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 SPARK I AND OTHER INTERESTED
PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH SPARK I’S SOLICITATION
OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION AND OTHER MATTERS
AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT SPARK I, ZINCFIVE AND
THE BUSINESS COMBINATION.

 Investors
and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus, once available,
and all other relevant documents filed or that will be filed with the SEC through the website maintained by the SEC at www.sec.gov. The
documents filed by Spark I with the SEC also may be obtained free of charge upon written request to Spark I 3790 El Camino Real, Unit
#570, Palo Alto, CA 94306 or by telephone at (650) 353-7082.

 5

 Participants
in the Solicitation

 ZincFive,
Spark I and their respective directors and executive officers may be deemed under SEC Rules to be participants in the solicitation
of proxies from Spark I's shareholders in connection with the proposed Business Combination. Information about Spark I's directors and
executive officers and their interest in Spark I can be found in the sections entitled "Management—Conflicts of Interest,"
 "Principal Shareholders," and "Certain Relationships and Related Party Transactions" of Spark I's IPO prospectus,
which was filed with the SEC and is available free of charge on the SEC's website at www.sec.gov. Additional information regarding the
interests of such participants will be contained in the Registration Statement when available.

 A
list of the names of the directors, executive officers, and certain other members of management of ZincFive, as well as information regarding
their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC. Additional information
regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when
they are filed with the SEC.

 No
Offer or Solicitation

 This
press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote
or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. This press release is not, and under no circumstances
is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or
any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED
BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY
OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 6

EX-99.2 · tm2617060d1_ex99-2.htm

EX-99.2
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 tm2617060d1_ex99-2.htm
 EXHIBIT 99.2

 Exhibit 99.2

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Investor Presentation
Q2 2026
The Power of Good Chemistry®

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ZincFive Confidential
About This Presentation
This presentation and accompanying oral statements are provided for informational purposes only and have been prepared to assist interested parties in making their own evaluation with respect to a business combination (the “proposed transaction”) between ZincFive,
Inc. (“ZincFive”) and Spark I Acquisition Corporation (“Spark”) and related transactions and for no other purpose. None of ZincFive, Spark nor any of their respective affiliates, directors, officers, employees or advisers or any other person has independently verified the
information in this presentation and no representation or warranty, express or implied, is or will be given by any such person as to the accuracy or completeness of information in this presentation. To the fullest extent permitted by law, in no circumstances will ZincFive,
Spark or any of their respective subsidiaries, interest holders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation,
its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith.
Recipients of this presentation are not to construe its contents, or any prior or subsequent communications from or with ZincFive, Spark or their respective representatives, as investment, legal or tax advice. In addition, this presentation does not purport to be all-inclusive
or to contain all of the information that may be required to make a full analysis of ZincFive, Spark or the proposed transaction. Recipients of this presentation should each make their own evaluation of ZincFive, Spark and the proposed transaction and of the relevance and
adequacy of the information and should make such other investigations as they deem necessary.
Forward-Looking Statements
This communication includes “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
 “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. We have based these forward-looking statements on
current expectations and projections about future events. These statements include: forecasts and projected financial information for fiscal year 2026; expectations regarding the benefits of ZincFive products; expectations regarding the expansion of ZincFive’s addressable
market, end-market demand and adoption of its products; expectations regarding costs savings and profitability; projections regarding ZincFive’s ability to commercialize new products and technologies, including its plan to launch new products in 2026 and 2027;
projections of manufacturing capacity and the ability and timing to increase manufacturing capacity; plans for ZincFive’s manufacturing sites and the associated benefits; expectations regarding total cost of ownership of ZincFive products; projections regarding data center
growth; projections of market opportunity and market share; expectations regarding ZincFive’s ability to execute its business model and the expected financial benefits of such model, including projections of revenue growth, gross margin, revenue from contracted and
undelivered sales and from its pipeline of potential customers; expectations regarding ZincFive’s ability to attract, retain, and expand its customer base; and the successful consummation and potential benefits of the proposed transaction and expectations related to its
terms and timing. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These forward-looking
statements are subject to known and unknown risks, uncertainties and assumptions, many of which are beyond the control of ZincFive and Spark, that may cause actual results, levels of activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: ZincFive’s ability to grow its business and expand operations, maintain relationships with customers and suppliers and retain its
management and key employees; ZincFive’s ability to attract and retain customers; the failure of ZincFive’s products to perform as expected; the availability of raw materials and components necessary to manufacture and assemble ZincFive’s products; governmental
actions affecting ZincFive’s China or other international operations; ZincFive’s ability to increase manufacturing capacity and to forecast related costs and efficiencies accurately; ZincFive’s competitive landscape; the potential need for additional future financing; ZincFive’s
reliance on strategic partners, contract manufacturing organizations and other third parties; ZincFive’s ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations;
the evolution of the data center industry, including the use and rate of adoption of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; risks related to geopolitical conflict, including supply chain disruptions; uncertainty
or changes with respect to taxes, tariffs, trade conditions and the macroeconomic environment; the combined company’s ability to maintain internal control over financial reporting and operate as a public company; the possibility that required regulatory approvals for the
proposed transaction are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the proposed transaction; the risk that shareholders of Spark could elect to have their shares redeemed, leaving the combined company
with insufficient cash to execute its business plans; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings or government investigations that may be
commenced against ZincFive or Spark; failure to realize the anticipated benefits of the proposed transaction; the ability of Spark or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or in the future; and other
factors described in Spark’s filings with the U.S. Securities and Exchange Commission (“SEC”). Additional information concerning these and other factors that may impact such forward-looking statements can be found in current and future filings by ZincFive, Spark or the
combined company resulting from the proposed transaction with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking
statements. In addition, these statements reflect the expectations, plans and forecasts of ZincFive’s and Spark’s management as of the date of this communication; subsequent events and developments may cause their assessments to change. While ZincFive and Spark
may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so, except as required by law. Accordingly, undue reliance should not be placed upon these statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this presentation, and while we believe such information forms a
reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are
inherently uncertain and investors are cautioned not to unduly rely upon these statements.
An investment in Spark is not an investment in any of our founders’ or sponsors’ past investments, companies or affiliated funds. The historical results of those investments are not indicative of future performance of Spark, which may differ materially from the
performance of our founders’ or sponsors’ past investments.
Additional Information About the Proposed Transaction and Where to Find It
The proposed transaction will be submitted to shareholders of Spark for their consideration. Spark and ZincFive intend to file a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which will include a proxy statement/consent solicitation
statement to be distributed to Spark’s shareholders in connection with Spark’s solicitation of proxies for the vote by Spark’s shareholders in connection with the proposed transaction and other matters to be described in the Registration Statement, as well as the
prospectus relating to the offer of the securities to be issued to ZincFive’s shareholders in connection with the completion of the proposed transaction. After the Registration Statement has been filed and declared effective, a definitive proxy statement/prospectus/consent
solicitation statement and other relevant documents will be mailed to Spark and ZincFive shareholders as of the record date established for voting on the proposed transaction. Before making any voting or investment decision, Spark and ZincFive shareholders and other
interested persons are advised to read, once available, the definitive proxy statement/prospectus/consent solicitation statement, as well as other documents filed with the SEC by Spark in connection with the proposed transaction, as these documents will contain
important information about Spark, ZincFive and the proposed transaction. Shareholders may obtain a copy of the definitive proxy statement/prospectus/consent solicitation statement, once available, as well as other documents filed by Spark with the SEC, without
charge, at the SEC’s website located at www.sec.gov or by directing a written request to Spark at 3790 El Camino Real, Unit #570, Palo Alto, CA 94306.
2

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ZincFive Confidential
Participants in the Solicitation
Spark, ZincFive and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from Spark’s shareholders in connection with the proposed
transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Spark’s shareholders in connection with the proposed transaction will be set forth in a proxy statement/prospectus/consent solicitation statement when
it is filed by Spark with the SEC. You can find more information about Spark’s directors and executive officers in Spark’s final prospectus related to its initial public offering filed with the SEC on September 29, 2023. You can find information about Spark's directors and
executive officers, certain of their shareholders and other members of management and employees and their interest in Spark in the sections entitled “Management --Conflicts of Interest,” “Principal Shareholders” and “Certain Relationships and Related Party
Transactions” of Spark's final prospectus dated September 29, 2023, which was filed with the SEC on October 6, 2023 and is available free of charge at https://www.sec.gov/Archives/edgar/data/1884046/000110465923107437/tm2318774-12_424b4.htm#tMAN. Additional
information regarding the interests of the persons who may, under SEC rules, be deemed participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus/consent solicitation statement when it
becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus/consent solicitation statement carefully when it becomes available before making any voting or investment decisions. You may obtain free
copies of these documents from the sources described above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any
other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Non-GAAP Financial Measures
In addition to financial information presented in accordance with U.S. generally accepted accounting principles (“GAAP”), this presentation includes certain non-GAAP financial measures. These non-GAAP measures are presented for supplemental informational purposes
only and should not be considered a substitute for financial information presented in accordance with GAAP. These non-GAAP measures have limitations as analytical tools, and they should be considered in addition to, and not in isolation from or as a substitute for,
analysis of other GAAP financial measures. A reconciliation of these measures to the most directly comparable GAAP measures is on slide 29 of this presentation.
Use of Forecasts and Projections
This presentation contains forecasted and projected financial information with respect to ZincFive, including information labeled herein as “2026F.” Such projected financial information constitutes forward-looking information, and is for illustrative purposes only and
should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks
and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. ZincFive further cautions that these assumptions may not materialize at all and that current economic conditions render such assumptions,
although believed reasonable at the time they were made, subject to greater uncertainty. See the “Forward-Looking Statements” paragraph above. Actual results may differ materially from the results contemplated by the financial forecast information contained in this
presentation, and the inclusion of such information in this presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved.
Use of Preliminary and Estimated Financial Information
This presentation contains preliminary or estimated financial information of ZincFive. The preliminary financial information and operating results of ZincFive for the fiscal year ended December 31, 2024 and 2025 included in this presentation, which are labeled herein as
 “2024E” and “2025E,” respectively, are preliminary estimates and represent the most current information available to the ZincFive management, as the audits of the fiscal years ended December 31, 2024 and 2025 are not yet complete. These preliminary estimated results
are subject to change following the completion of the preparation and audit of the ZincFive’s financial statements and the subsequent occurrence or identification of events prior to the formal issuance of the audited financial statements for these periods. Accordingly,
investors are cautioned not to place undue reliance on the preliminary and estimated financial information included herein.
No Incorporation by Reference
The information contained in the third-party citations and websites referenced in this communication is not incorporated by reference into this communication.
Trademarks
This presentation contains trademarks, service marks, trade names and copyrights of ZincFive, Spark, and other companies, each of which are the property of their respective owners. All third-party brand names and logos appearing in this presentation are trademarks or
registered trademarks of their respective holders. Any such appearance does not necessarily imply any endorsement of Spark, ZincFive or the proposed transaction.
Risk Factors
For a description of certain risks relating to ZincFive, including its business and operations, and to the proposed transaction, we refer you to “Risk Factors” at the end of this presentation.
Use of Data
Information in this presentation is based on data and analyses from various sources as of April 30, 2026, unless otherwise indicated. This presentation also contains estimates and other statistical data made by independent parties and by us relating to market size and
growth and other industry data. These estimates and other statistical data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates and other statistical data. We have not independently verified the statistical and
other industry data generated by independent parties and contained in this presentation and, accordingly, we cannot guarantee their accuracy or completeness. In addition, expectations, assumptions, estimates and projections of the future performance of relevant
markets in which ZincFive operates are necessarily subject to a high degree of uncertainty and risk.
3

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ZincFive offers customers high-rate immediate power
technology that delivers confidence in operation and
peace of mind. Our nickel-zinc (NiZn) batteries are real-world trusted in mission critical applications across
industries and infrastructures — supplying safe, reliable,
and cost-effective power solutions enabled by highly
sustainable battery technology.
Now that’s
The Power of Good Chemistry.

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ZincFive Confidential
Leadership Team
5
Tim Hysell
Co-Founder | Board Member | Strategic Advisor
 ▪ Co-founded ZincFive nine years ago, and has
guided the creation and deployment of
nickel-zinc battery technology
 ▪ Prior to ZincFive, founded and chaired PSI
Acquisitions and Millenium Power Solutions
 – where UPStealth was invented
 ▪ Worked for General Electric, Hewlett-Packard and Providence Health Systems
 ▪ Co-founded and sits on the board of Pacific
West Bank
Tod Higinbotham
Chief Executive Officer
 ▪ CEO of PowerGenix, the pioneers of nickel-zinc battery technology that has become the
ZincFive platform
 ▪ Track record in successfully growing
companies in the energy storage,
semiconductor and solar markets
 ▪ Prior to ZincFive, Tod served as executive VP
/ GM for ATMI and an executive leader at
Advanced Silicon Materials
Marty Heimbigner
Chief Financial Officer
 ▪ Accomplished CFO with a proven track
record leading high-growth companies
through IPOs, acquisitions, public-market
transitions, and successful exits
 ▪ Former CFO of Porch Group (NASDAQ:
PRCH), helping lead the company through its
transition to the public markets
 ▪ Known for connecting financial discipline
with business strategy to create long-term
enterprise value

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Executive Summary
6
AI Is Changing The World and disrupting traditional data center architecture – driving new power infrastructure
requirements across hyperscale, co-location, and enterprise data centers AI
ZincFive Is Experiencing Strong Revenue And Booking Momentum through strategic customer wins and increasing
contracted backlog for its differentiated uninterruptible power supply (UPS) solutions
ZincFive Is Developing Innovative Products to support the AI boom and address the rapidly evolving
needs of AI data centers and hyperscalers
ZincFive’s Unique Solution can potentially help address power pain points arising from the disruption

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Investment Highlights
Mission-critical power solutions built for today’s data centers and the evolving demands of AI infrastructure
7
Providing Compelling Products And
Mission-Critical Power Solutions
Winning Major
Data Center Customers
1
Addressing Evolving Market
Challenges And Needs
AI-driven disruptions in UPS system requirements
are expanding ZincFive’s addressable market and
accelerating adoption; future retrofit products
further expand the market opportunity
3
Delivering Rapid Growth
With Contracted Backlog Visibility
Driving Towards Profitability
Through Cost Efficiency And
Manufacture Scaling
4 5
133% YoY Revenue growth achieved in 2025E,
with $81.2MM contracted backlog as of 2025E,
from diversified, blue-chip customers
Lowering costs/megawatt through increased
power density1 – growing revenue through
scalable, capital-efficient manufacturing
Products that provide higher power density,
smaller footprint and lower total cost of
ownership1 with a proprietary battery chemistry
that is safe, reliable, recyclable and sustainable
Over $150MM of revenue2 as of 2025E; tested and
qualified with data center developers, operators
and major customers – strategic win with global
market leading AI data center customer
2
Note: This slide contains preliminary and estimated financial information of ZincFive, including information labeled as
2025E. You are encouraged to read “Use of Preliminary and Estimated Financial Information” on slide 3 for further
information
1) See “BC Series Battery Cabinet Comparison” slide in the appendix for the standard model used by customers to assess
ZincFive’s total cost of ownership (TCO) based on capital expenditures and operating expenses. This model is used for
example purposes only
2) Total sales for all products and market segments since 2020

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Mission-Critical Power Solution For Data Centers
Mission-Critical Power Solution For Data Centers
8
$28.7MM
2024E Revenue
$66.9MM
2025E Revenue
$81.2MM
12/31/2025
Contracted Backlog
Key Statistics
as of 12/31/2025
1.15 GW
Deployed
Updated
 ▪ A leading supplier of nickel-zinc (NiZn) batteries and solutions for
mission-critical infrastructure UPS backup power for data centers, next-gen AI data centers and other applications
o Supplies immediate, short-duration backup power that can
maintain operations until on-site generators come online
o ZincFive’s products are engineered into data center architecture
and are not interchangeable components
 ▪ Nickel-zinc battery technology delivers high power density in a smaller
footprint, ultra-fast response and superior thermal safety at lower total
cost of ownership1 versus lithium-ion and lead-acid in UPS applications
 ▪ Systems are designed for high reliability, regulatory acceptance and long
operating life in 24/7 data center environments
 ▪ Highly recyclable and environmentally friendly batteries designed to
have a lower climate impact than lithium-ion or lead-acid
80+
Patents
717 MW
Contracted
In modern data centers, even brief interruptions in power
can cause system outages, data loss, and hardware damage,
making UPS systems a mission critical component of
data center design
Note: This slide contains preliminary and estimated financial information of ZincFive, including information labeled as 2024E
and 2025E. You are encouraged to read “Use of Preliminary and Estimated Financial Information” on slide 3 for
further information
1) See “BC Series Battery Cabinet Comparison” slide in the appendix for the standard model used by customers to assess
ZincFive’s total cost of ownership (TCO) based on capital expenditures and operating expenses. This model is used for
example purposes only

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Updated
Company Overview
Company Overview

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The Value Of Immediate Power
10
Updated
What Does Nickel-Zinc Provide?
Prismatic Battery Cylindrical Battery
o Safe, sustainable, mission critical back-up power
o High power density in a smaller footprint
o Highly recyclable and environmentally friendly solutions
o Non-flammable and stable under high temperatures
Nickel-zinc technology is the clear solution for high-power, short-duration applications
Traditional Chemistries

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11
Updated
Traditional Data Centers Require UPS
Datacenter Battery Criteria
Next-Gen AI Data Centers Require UPS + Pulse Power
Reaction Time Energy Capacity Cycling
Nickel-Zinc
Competitors
Sub-millisecond
/ Near
Immediate
1-5 minutes Infrequent use Lithium-Ion
Lead-Acid
50ms - 50 secs.
Unpredictable,
spiky loads drive
rapid, repeated
cycling
SuperCaps1
Reaction Time Energy Capacity Cycling
Nickel-Zinc
Competitors
Sub-millisecond
/ Near
Immediate
1-10 minutes Infrequent use Lithium-Ion
Lead-Acid
High Low
Importance to Data Center Operation
Traditional Co-Location Data Center
Next-Gen AI Data Center
 ▪ General-purpose CPU servers with standard
ethernet
 ▪ Transactional, web, and enterprise workloads
with lighter CPU utilization
 ▪ Lower rack densities (5–15 kW range) with air
cooling
 ▪ Lower, more predictable power draw
 ▪ Dense GPU clusters and high-bandwidth
interconnects
 ▪ Sustained, compute-intensive model training
and inference tasks
 ▪ Higher rack power densities (40–130 kW+ per
rack) and advanced cooling systems (direct
liquid or hybrid liquid-air systems)
 ▪ Upgraded power demands to handle
repeatable and sustained peak loads
 ▪ Potentially shorter cycle life and higher
battery replacement rate
Data Center Battery Criteria
UPS UPS
Pulse
Power
AI And Next-Gen AI Data Centers Are Changing The Power Landscape
1) SuperCaps are electrochemical capacitors that store energy from the grid to be discharged and are not a battery
solution

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A Comprehensive Data Center Power Solution
12
Superior chemistry safety (no thermal runaway)
Exceptional sustainability
Maximum power in a minimal footprint
Compelling total cost of ownership1, 2
Note: The red, yellow and green colors represent relative performance in these categories across these three battery
chemistries
1) See “BC Series Battery Cabinet Comparison” slide in the appendix for the standard model used by customers to assess
ZincFive’s total cost of ownership (TCO) based on capital expenditures and operating expenses. This model is used for
example purposes only
2) Represents typical battery cabinet footprint. Some variation in footprint is common
3

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13
Customer Value Proposition
Performance Without Compromise
 ▪ Highly recyclable batteries and battery cabinets
 ▪ 25-50% lower embodied carbon than lithium-ion or lead-acid
 ▪ Third party verified Environmental Product Declarations (EPD)
published and available
 ▪ Battery materials are widely available (no lithium/lead)
 ▪ Readily available recycling globally
Safety Isn’t An Add-On – It’s Built-In
 ▪ ZincFive NiZn batteries are non-flammable, stable under high
temperatures and do not exhibit thermal runaway under
testing
 ▪ NiZn batteries require limited cooling and battery
management systems
 ▪ Third party safety certifications validate chemistry & system
design including key UL requirements for battery systems
Safe
Sustainable
Designed To Fit Future Infrastructure … Today
 ▪ High power density enables footprint and total cost of
ownership1
savings vs lithium-ion and VRLA2
 ▪ Scales with AI-driven power demands – 3x the power density
and one third the weight of VRLA2
; half the linear footprint of
lithium-ion3
 ▪ Products like BC 2 AI deliver both backup and fast-response AI
power mitigation
 ▪ Provides supercapacitor power + lithium-ion battery energy in
one nickel-zinc solution
 ▪ Fits into existing infrastructure and future designs
Reliability Engineered At The Cell Level
 ▪ Operation continues even if battery cell is depleted or weak,
providing inherent chemical redundancy
 ▪ Limited Battery Management System (BMS) controls due to
safety of chemistry; provides reliable back-up
 ▪ Long life design life of 15 years
 ▪ Battery maintains high-rate performance, even at end of life
Reliable
Powerful
1) See “BC Series Battery Cabinet Comparison” slide in the appendix for the standard model used by customers to assess
ZincFive’s total cost of ownership (TCO) based on capital expenditures and operating expenses. This model is used for
example purposes only
2) Valve-regulated lead-acid is a type of lead-acid battery
3) See "BC Series Battery Cabinet Comparison" slide in the appendix.

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Products And Solutions Supporting The Evolving Power Roadmap
Products And Solutions Supporting
The Evolving Power Roadmap
Slide 20

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15
Critical Products Deployed Across Data Center Applications
Industrial Engine Starting
Data Center Generators
Retrofit Kit to Replace Data Center
UPS Lead-Acid Battery
Prismatic Battery
Medium Voltage BESS, Black-start, and Grid Stabilization
Traditional IT UPS
Battery Cabinet
Leveraged into Mechanical UPS
for Data Center Liquid Cooling
Cylindrical Battery
Hyperscaler1 AI and GPU
AI Dynamic Power Battery In-Rack Battery Systems
Cabinet Solutions
2 3
4
5
1B
1A
1
Expand Across Generator Geos
 & Segments
1) Hyperscaler: A company that runs massive globally scaled data centers to COLOR KEY Current Products Future Products and Markets
deliver cloud and AI services such as AWS, Google, Microsoft and Meta

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AI Ready Gen 3
BC 2 AI
Launched Q4 2025
BBU Form Factor
Planned in 2026
High-Power Cabinets
AI Data Center Products
BBU 2 Form Factor
Pulse Power Shelves
Gen 1 Gen 2
Traditional Data Center UPS
BC 2
2024 Model
BC 2 - 300X
2025 Model
BC 2 - 500
2025 Model
Retrofit Kit
Planned in 2026
Gross Margin Improvement With Product Mix
Product Roadmap Focused On Evolving Challenges
16
2026/2027 Products1
:
AI Optimized Gen 4
1) Planned in 2026 or 2027

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Scaled Operations Delivering Solutions Globally
17
Current China manufacturing
footprint can support up to $200
million in potential revenue
ZincFive has two manufacturing
operations in Changsha, China: one is
a contract manufacturer, and one is a
wholly owned operation
ZincFive has a battery development
and rapid prototyping operation in
Shenzhen, China
ZincFive believes additional capacity
could be added in less than 6 months
ZincFive has 20+ years of
manufacturing experience in China
with established nickel metal
hydride equipment useful for NiZn,
achieving high yields (>95%)1 and
simple, scalable production
Established infrastructure
(manufacturing or cabinet
assembly) in the U.S., Europe and
China
ZincFive’s manufacturing process is
more capital-efficient and flexible
compared to lithium-ion battery
manufacturing
Demonstrated Process & Capabilities China Manufacturing
A new 60,000 sq. ft. facility in
Tualatin, Oregon provides battery
cabinet assembly (operational since
May 2025). Developing U.S. battery
manufacturing at a separate site
These sites are expected to serve U.S.
customers directly, reducing lead
times, tariffs, and mitigating supply
chain risk
ZincFive estimates that ~$30 million
of manufacturing CAPEX in the U.S.
in 2026/2027 can create revenue
capacity of up to $150 million subject
to completing its U.S. manufacturing
site
U.S. Manufacturing
1) Based on 2024 and 2025 manufacturing yields

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Data Center Power Infrastructure Is
Evolving Rapidly In The Age Of AI

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Data Center Power Infrastructure Is Undergoing A Fundamental Shift
19
1) Local fire authorities enforcing fire codes
Dynamic (Spiky) Loads
GPU clusters generate unpredictable, rapid power surges requiring
sub-second response
Extreme Power Density
Rack densities rising to 40–130 kW+, demanding batteries with maximum power
output in minimal physical footprint to fit next-gen AI infrastructure
Increased Scrutiny On Safety & Fire Risk
AHJs1 enforcing NFPA and IFC standards; lithium-ion thermal runaway risk limits
deployment options — NiZn's non-flammable chemistry unlocks regulated sites
Hyperscaler ESG Goals & Regulatory Direction
Hyperscalers face decarbonization targets; NiZn's recyclability and 25–50% lower
embodied carbon vs. lithium-ion aligns directly
Higher Cycling
AI pulsing depletes batteries far faster than traditional IT loads, accelerating
replacement cycles and creating new recurring revenue models for manufacturers
Higher Charge/Discharge Needs
Continuous rapid charge/discharge cycles demand chemistry engineered for high-rate performance — NiZn maintains output even at end of life where
competitors degrade
Thermal Management Complexity
Dense GPU configurations generate extreme heat; requiring liquid cooling; new
opportunity for battery backup of liquid cooling
Grid Connection & Power Quality Constraints
Utilities are limiting peak draw at the meter; data centers must manage power,
increasing reliance on on-site battery buffering to maintain GPU performance and
grid stability

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BC 2 AI: Solution To The Changing Power Environment
20
Don’t over design
with other technologies;
If AI loads break through,
you are covered with
BC 2 AI
BC Series Systems that can
handle AI Pulse Profiles at
various loads
AI warranty protection within a
standard system footprint
Energy Density benefits of NiZn over other
technologies
 ▪ Leverages nickel-zinc chemistry for higher efficiency
and reliability
 ▪ Provides dual-use capability – AI workload pulses and backup
power unlike capacitors, which cannot provide both
Advanced Telemetry and Analytics
 ▪ Built on the ZincFive BMS Platform with streamlined hardware
 ▪ Enhanced UI and AI Pulse Power intelligence for deeper
insights
 ▪ Designed to respond in 50ms intervals, enabling real-time
monitoring and precise workload data capture
Operates alongside existing
UPS systems to absorb AI
workload pulses
Designed to prevent overload risk: if
base load + pulse load > 110% of UPS
capacity, system delivers continuity
and minimizes risk of bypass

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All-In-One Solution For AI Demands
All-In-One Solution For AI Demands
21
Implications
 ▪ AI workloads create instant, rapid pulse
power demands requiring a solution
adjacent to the GPU for power
smoothing
 ▪ The dynamic power draws must be
addressed to prevent impacts to the
efficiency and stability of the grid
 ▪ Pulse power issues become even more
extreme in higher power per rack
configurations
 ▪ Rack power increasing means that
ZincFive's power density advantage
becomes more valuable for compute
 ▪ AI data centers require dynamic power
management in place for utility
connection and maximum GPU
performance
ZincFive’s Solution
 ▪ ZincFive's chemistry is ideally designed
for high-power battery back-up and high
pulsing applications, with cycling and
density improvements over competitors
 ▪ Unique all-in-one solution with smaller
footprint1
- ZincFive is unique in
providing UPS and pulse power in one
solution – creating significant CAPEX and
OPEX savings potential
 ▪ Increasing rack power densities require
high power batteries closer to the
compute, with increased safety over
lead-acid and lithium-ion competitors
and no thermal runaway demonstrated
under third-party testing, ZincFive's
solutions make this possible
 ▪ AI and GPU pulsing depletes batteries
much faster than traditional IT load
allowing for faster turnover and new
recurring revenue models
Traditional IT Loads vs. AI Dynamic Power Loads
Additional Resources: Nvidia Developer Technical Blog How New GB300 NVL72 Features Provide Steady Power for AI
1) Compared to lead-acid and lithium-ion solutions

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AI Is Driving Unprecedented Growth Of Data Centers
AI Is Driving Unprecedented Growth Of Data Centers
22
Eaton 2025
Investor Day
pg 19
1) Berkeley “2024 United States Data Center Energy Usage Report”, Electric Reliability Council of Texas
74
2023 2028
Data Centers Are Reshaping Electrical Demand1
 ▪ As data centers grow larger, and power density per rack increases significantly over the next few years, dealing with pulse power effectively becomes
even more critical
 ▪ Dynamic power draws, when not adequately filtered, can cause broader impacts to the efficiency and stability of the grid
U.S. Data Center Capacity (GW)
4x to 6x
High
End
Low
End
132
20

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Winning Customers

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24
Corporate History
ZincFive Merges With
PowerGenix
Robust IP portfolio covering
NiZn technology and scalable
production
UL Testing
Demonstrates that there is no
thermal runaway with ZincFive’s
batteries at the cell level
New Products & OEM
Sales
Launched&began
shipping the 2nd
generation UPS Battery
Cabinet for data
centers with an even
smaller industry-leading footprint
Contracted Backlog Building And
Infrastructure Expansion
Master Purchase Agreements signed with
two major UPS OEMs (2023) and (2024)
EMEA expansion with multiple partners;
Cabinet assembly and service depot
established in Europe
U.S. cabinet assembly established
2016 2020-2021
2019 2022
R&D & Commercialization
Launched industry’s highest
power, smallest footprint UPS
battery cabinet for the data
center industry
2021 Mission Critical Top
Tier Product Award
Winner
Category: UPS Systems
Innovation: BC Battery UPS
 & Battery Cabinets
2023
2023 Mission Critical Top Tier
Product Award
Winner
Category: UPS Systems
Innovation: BC Battery UPS and Battery
Cabinets
Q1 2023
2024 - 2025
2024
1
BC 2 AI Product Launch
Industry’s first AI-ready NiZn battery
cabinet designed to handle rapid AI power
surges while delivering dependable
backup.
Q4 2025
Edison AwardsTM
Finalist
Category: Resilient &
Sustainable Solutions
Innovation: NiZn Battery
TIME AwardsTM
Winner
Category: Resilient &
Sustainable Solutions
Innovation: NiZn Battery
Converted the 2021 product release and
early orders into commercial traction
with initial significant battery cabinet
orders from ABB, Vertiv and other
customers
Awards Recognition | ZincFive
Additional Resources: Awards & Recognition | ZincFive

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Total Addressable Market Is Large, Fast Growing And Expanding
Total Addressable Market Is Large, Fast Growing And Expanding
25
Slide 19
Global DC MWs Installed And Annual CAPEX1
($B)
Non-AI data center MWs installed is expected to grow at 6% per annum from
2025 to 2029 – AI data center MWs installed is expected to grow at 21%
per annum over the same period
As data center size gets larger, and power density per rack increases
significantly over the next few years, dealing with pulse power effectively
becomes even more critical
ZincFive’s TAM Is Expanding With New Products
New Build Data
Centers & Edge Retrofit AI Power
2025E TAM2
~$8.8B
2025A TAM3
~$1.6B
2025E Potential
Opportunity4
~$7.1B
1) Based on third party data and Company estimates
2) MarketsandMarkets report dated 31 October 2025, “Data Center UPS Market worth $12.47 billion by 2030”
3) Market Intelo report “UPS Battery Retrofit Market Research Report 2033”
4) Based on third party data and Company estimates
6,660
9,038
12,068
14,132
16,353
19,542
3,188
3,173
2,305
3,167
4,005
4,067
9,848
12,211
14,373
17,299
20,358
23,610
-
$200
$400
$600
$800
$1,000
$1,200
-
5,000
10,000
15,000
20,000
25,000
30,000
2024E 2025E 2026E 2027E 2028E 2029E
Global DC MWs Installed (MW)
AI Non-AI Capex

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Demonstrated Capabilities In The Data Center Market…
26
ABB works closely with innovative companies to provide customers
with sustainable options. Extensive testing has ensured ZincFive’s
NiZn batteries meet data center safety, performance, and
reliability requirements. The adoption of NiZn technology will
enable our MegaFlex UPS solutions to provide high levels of power
protection and will support customer decarbonization goals.
Head of Power Protection, ABB Electrification
 “
 ”
For Corscale, circularity and sustainability are core to our
development philosophy. ZincFive’s nickel-zinc battery energy
storage solution provides us with a better form factor, minimizes
our maintenance schedule, allows us to deploy pre-commissioned
capacity faster, offers a lower total cost of ownership, eliminates
thermal runway concerns, and is fully recyclable – something VRLA
and Lithium-ion cannot match. When you look at the detrimental
impact on the environment that lead, lithium, and cobalt pose end
of life, you realize that nickel-zinc recyclability provides superior
long-term benefits beyond the data center.
SVP Data Center Development, Corscale
 ”
 “
Vertiv and ZincFive want to enable reliable and efficiently operated data centres around the world, providing greater access to data, with less
waste and greater energy efficiency. Vertiv has already deployed the ZincFive product at several sites for major data centre companies…
the technology is an excellent solution for customers faced with challenges with local Authorities Having Jurisdiction (AHJs) regarding National
Fire Protection Association (NFPA) standards and the International Fire Code (IFC).
Senior Director Energy Storage, Vertiv ”
 “

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$29
$67
$90 - $105
2024E 2025E 2026F
 … Which Translates To Accelerated Commercial Traction…
 … Which Translates To Accelerated Commercial Traction…
27
ZincFive’s 2024E – 2026F compound annual growth rate is 84%1
, with strong growth continuing into 2026
Updated
(In $MM unless otherwise stated)
Note: This slide contains preliminary and estimated financial information of ZincFive, including information labeled as 2024E and 2025E. You are
encouraged to read “Use of Preliminary and Estimated Financial Information” on slide 3 for further information. This slide contains
forecasted and projected financial information of ZincFive, including information labeled as 2026F. You are encouraged to read “Use of
Forecasts and Projections” on slide 3 for further information
1) Revenue CAGR and growth calculated using the midpoint $97.5MM of the $90.0MM-$105.0MM range
Revenue
Growth % 133% 35%-57%1
2024E – 2026F CAGR: 84.3%1

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$28.7
$66.9
$90.0 - $105.0
2024E 2025E 2026F
 … Anchored In Strong Backlog Delivering High Confidence In 2026F
 … Anchored In Strong Backlog Delivering High Confidence In 2026F
28
Updated
Commentary
 ▪ Total contracted backlog stood at
$81.2MM as of the end of December
2025
 ▪ Contracted backlog coverage
stands at 77%-90% of 2026F
guidance based on the high-low
range, compared to 71% coverage in
prior year1
 ▪ 2026 Outlook: Company forecast of
$90.0MM-$105.0MM revenue in 2026
representing a 35%-57%2 growth from
the prior year
Contracted Backlog Position Over Time ($MM)
Historical Revenue & Outlook ($MM)
2024 Contracted Backlog Represented ~71% of 2025E Revenue
2025 Contracted Backlog is Representative of ~77% - ~90% of 2026F Revenue
Note: This slide contains preliminary and estimated financial information of ZincFive, including information labeled as
2025E. You are encouraged to read “Use of Preliminary and Estimated Financial Information” on slide 3 for further
information. This slide contains forecasted and projected financial information of ZincFive, including information
labeled as 2026F. You are encouraged to read “Use of Forecasts and Projections” on slide 3 for further information
1) Contracted Backlog / Forward Revenue Coverage calculated as December Year End Contracted Backlog / Forward
Revenue
2) 2025E to 2026F revenue growth calculated using 2025E revenue and high-low range of 2026F revenue
$47.7
$81.2
2024E 2025E

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Historical Financials
Historical Financials
29
Updated
Financial Summary 2024E - 2025E ($MM)1
 ▪ Revenue increased from $28.7 million (2024E) to $66.9 million
(2025E), representing 133% growth year-over-year, driven by
continued expansion of end-market demand and new customer
acquisition
 ▪ Gross margin enhancement of 59% from 2024E to 2025E as
revenue scales across the existing cost base, demonstrating
stronger benefits of revenue scale over fixed manufacturing costs
 ▪ Operating expenses increased by $10.3 million (up 30%), but
represent a declining percentage of revenue, reflecting scalability
of cost structure with targeted investment in sales and marketing
to drive growth
Commentary
2024E 2025E
Revenues $28.7 $66.9
COGS 53.6 85.0
Gross Margin ($24.9) ($18.1)
Margin % (86.7%) (27.1%)
Research & Development 7.5 11.3
SG&A 26.5 32.9
Operating Loss ($58.9) ($62.3)
Other Income/(Expense) 0.6 5.7
Series F convertible debt change in fair value - (15.1)
Loss on extinguishment of debt - (12.2)
Interest Income/(Expense) (7.0) (11.8)
Income Tax Benefit/(Expense) (0.0) (0.0)
Net Loss ($65.2) ($95.8)
EBITDA Reconciliation
Net Loss (65.2) (95.8)
Interest Income/(Expense) 7.0 11.8
Depreciation Expense 0.9 0.7
EBITDA2
($57.3) ($83.3)
Note: This slide contains preliminary and estimated financial information of ZincFive, including information labeled as 2024E
and 2025E. You are encouraged to read “Use of Preliminary and Estimated Financial Information” on slide 3 for further
information
1) Financial results are preliminary and unaudited. Annual adjustments for warranty, inventory and other customary year-end true-ups are not reflected in these results
2) “EBITDA” is a non-GAAP measure. Please see the “Non-GAAP Financial Measures” on slide 3 for further information

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Transaction Overview

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2.8%
17.4%
1.2%
2.5%
76.1%
SPAC Common
Preferred Equity PIPE
Bridge Financing
Incentive Shares
SPAC Founder Shares
Rollover Equity to
ZincFive Shareholders
Update On ZincFive’s Plan To Go Public
31
DeSPAC Transaction Highlights Pro-Forma Capitalization Table1
Note: This slide contains preliminary and estimated financial information of ZincFive, including information labeled as 2025E. You are
encouraged to read “Use of Preliminary and Estimated Financial Information” on slide 3 for further information. This slide contains
forecasted and projected financial information of ZincFive, including information labeled as 2026F. You are encouraged to read “Use of
Forecasts and Projections” on slide 3 for further information
1) Analysis excludes the impact of 13.5MM of public and private warrants with an exercise price of $11.50 per share and preferred PIPE warrant coverage
2) Assumes no SPKL shareholders exercise redemption rights to receive cash from trust account at closing
3) Assumes $100.0MM PIPE commitment (post 15% OID) and $5.0M Bridge Loan at the time of BCA signing converted at $12.00/share, and 3.5MM incentive shares transferred from sponsor
4) Assumes 0.92MM incentive shares transferred from sponsor
5) Proposed pre-money equity value of $600.0MM at $10.00 per share
 ▪ ZincFive is combining with Spark I Acquisition Corporation
(“SPKL”), a Nasdaq-listed SPAC with $25MM in trust, sponsored by
SparkLabs, a global network of startup accelerators
 ‒ Executed Business Combination Agreement on May 27, 2026
 ▪ The merger values ZincFive at $753MM enterprise value
 ▪ Existing ZincFive shareholders are rolling 100% of their equity
 ▪ The Combination is anchored by $100MM in proceeds from
committed Preferred Equity PIPE
 ‒ Providing critical growth capital to support scaling of ZincFive
 ▪ ZincFive and Spark I Acquisition Corporation moving toward filing
their S-4 with the SEC
2
3
5
4

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7.7x
14.5x
18.5x
34.7x
52.6x
$753
$4,497
$2,427
$1,394
$399
171.1%
79.4%
26.3%
(57.7%)
35% - 57%
$310
$131
$40
$8
$90 - $105
Select Public Company Analysis: Battery Peers
Select Public Company Analysis: Battery Peers
32
Enterprise Value
Peers:
26.6x
2026F Revenue
Updated
Blended:
15.6x
Note: This slide contains preliminary and estimated financial information of ZincFive, including information labeled as 2025E. You are
encouraged to read “Use of Preliminary and Estimated Financial Information” on slide 3 for further information. This slide contains
forecasted and projected financial information of ZincFive, including information labeled as 2026F. You are encouraged to read “Use of
Forecasts and Projections” on slide 3 for further information
Source: Company filings and FactSet. Market data as of May 18, 2026
1) ZincFive 2026F Revenue assumed as to be $97.5MM, midpoint of the $90.0MM-$105.0MM range
2) 2025E to 2026F revenue growth calculated using 2025E revenue and high-low range of 2026F revenue. 2025 Revenue is estimated
pending completion of formal closing of PCAOB audits
1
Median
Median
EV / 2026F Revenue
2025E – 2026F Revenue Growth
($MM)
($MM)
Peers:
52.9%
1
2

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Appendix

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BC Series Battery Cabinet Comparison
Total Cost of Ownership Comparison Across Battery Technologies Over 15-Year Evaluation Period
BC 2-500
Top Terminal VRLA(1) Lithium Ion (LMO/NMC) Notes
UPS System 1500 kW UPS System
Total Site Load 1500 kW
TCO Years Evaluated 15
Strings Required 4 9 8 Sized to provide 3min EOL
Power per string (kW) 375 175 200 Higher power reduces string count
String Dimensions 21W x36D x83H 40W x29.5D x78.7H 25.6W x23.6D x80.9H
Total System Dimensions 84W x36D x83H 360W x29.5D x78.7H 204.8W x23.6D x80.9H Typical UPS is 32" – 36" deep
Total System Sq. ft. 21.00 73.75 33.56
Cabinet Weight 2,100 lbs 5,090 lbs 1,183 lbs Lighter weight reduces structural costs
System Weight 8,400 lbs 45,810 lbs 9,464 lbs
String Cost $39,700 $13,500 $14,500
System Costs $158,800 $121,500 $116,000
Installation Costs $11,790 $66,790 $38,120 Lower cabinet count and complete shipping lowers install cost
Total Capex Costs $170,590 $188,290 $154,120
Yearly Service Costs $1,200 $10,800 $4,800 Fewer visits and cabinets reduce service costs
Yearly Footprint Costs (lost revenue) $4,200 $18,000 $10,240 Based on linear feet × typical UPS depth
Replacement Costs (incl. recycling) $4,452 $250,000 $22,430 VRLA assumes 2 replacements; all include EOL removal + recycling
Total Opex Costs $85,452 $682,000 $248,030 Service + footprint for 15 yrs with replacements
Total Cost of Ownership (Capex + Opex) $256,042 $870,290 $402,150
Additional Cost for Competitors' System $614,248 $146,108
Note: Based on a comparison of BC 2-500 against top terminal VRLA and lithium-ion (LMO/NMC) using internal estimates of
all direct costs (capital expenditures and operating expenses) related to the batteries purchase, installation, operation, and
disposal over a 15-year period. This model is used for example purposes only
1) Valve-regulated lead-acid is a type of lead-acid battery 34

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Definitions
35
AI Artificial Intelligence IP Intellectual Property
BC Battery Cabinet NiZn Nickel-Zinc
BESS Battery Energy Storage System OEM Original Equipment Manufacturer
BMS Battery Management System OPEX Operating Expense
CAGR Compounded Annual Growth Rate PCAOB Public Company Accounting Oversight Board
CAPEX Capital Expenditure ROIC Return on Invested Capital
CPU Central Processing Unit TAM Total Addressable Market
DC Direct Current TCO Total Cost of Ownership defined as all direct costs (capital
and expense) related to the batteries purchase, installation,
operation, and disposal over a 15 year period EV Enterprise Value
GPU Graphics Processing Unit UI User Interface
Hyperscaler A company that runs massive globally scaled data centers
to deliver cloud and AI services such as AWS, Google,
Microsoft and Meta
UL Underwriters Laboratories
UPS Uninterruptible Power Supply
VRLA Valve-Regulated Lead-Acid

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Risk Factors
Risk Factors
The below list of risk factors has been prepared solely for purposes of the proposed private placement transaction (the “Private Placement”) as part of the proposed transaction,
and solely for potential investors in the Private Placement, and not for any other purpose. All references to “ZincFive,” the “Company,” “we,” “us” or “our” refer to the business of
ZincFive, Inc. and its consolidated subsidiaries. The risks presented below are certain of the general risks related to the business of the Company, the Private Placement and the
proposed business combination (the “Business Combination”) between the Company and Spark I Acquisition Corporation (“Spark”), and such list is not exhaustive. The list below is
qualified in its entirety by disclosures contained in future documents filed or furnished by the Company and Spark, with the U.S. Securities and Exchange Commission (“SEC”),
including the documents filed or furnished in connection with the proposed transactions between the Company and Spark. The risks presented in such filings will be consistent
with those that would be required for a public company in its SEC filings, including with respect to the business and securities of the Company and Spark and the proposed
transactions between the Company and Spark, and may differ from and be more extensive than those presented below. Investing in securities (the “Securities”) to be issued in
connection with the Business Combination involves a high degree of risk. You should carefully consider these risks and uncertainties, together with the information in the
Company’s consolidated financial statements and related notes, and should carry out your own due diligence and consult with your own financial and legal advisors concerning the
risks and suitability of an investment in the Private Placement, before making an investment decision. There are many risks that could affect the business and results of operations
of the Company, many of which are beyond its control. If any of these risks or uncertainties occurs, the Company’s business, financial condition and/or operating results could be
materially and adversely harmed. Additional risks and uncertainties not currently known or those currently viewed to be immaterial may also materially and adversely affect the
Company’s business, financial condition and/or operating results. If any of these risks or uncertainties actually occurs, the value of the Company’s equity securities may decline,
and any investor in the offering may lose all or part of its investment.
Risks Related to Our Business
Capital Requirements and Financial Position. We have a history of operating losses and may not achieve or sustain profitability in the future. We will require substantial additional
capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, and we cannot be sure that additional financing will be
available. As we endeavor to expand our business, we will incur significant costs and expenses, which could outpace our cash reserves. Unfavorable conditions or disruptions in
the capital and credit markets may adversely impact business conditions and the availability of credit. Our indebtedness could adversely affect our business, financial condition and
results of operations and restrict us in ways that limit our flexibility in operating our business.
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Risk Factors (Cont’d)
Our Business and Industry. Failure to deliver the benefits offered by our technologies, or the emergence of improvements to competing technologies, could reduce demand for
our products and harm our business. Traditional lithium-ion technologies may have certain actual or perceived advantages over our technology, which could affect demand for our
products. A decline in lithium prices or other improvements in lithium-ion battery technology may result in increased competition from traditional lithium-ion batteries and
adversely affect the demand for our products. International trade policies, including tariffs, sanctions and trade barriers may adversely affect our business, financial condition,
results of operations and prospects. Our business has and is expected to continue to have significant customer concentration. Backlog may not be realized or may not result in
profits and may not accurately represent future revenue.
Manufacturing. Our future success depends in part on our ability to increase our production capacity, and we may not be able to do so in a cost-effective manner. If we elect to
expand our production capacity by constructing or leasing one or more new manufacturing facilities, we may encounter challenges relating to the construction, management and
operation of such facilities. We may experience delays, disruptions, or quality control problems in our manufacturing operations. Defects, field failures, or performance problems
in our products could result in loss of customers, reputational damage, and decreased revenue. We may also face warranty, indemnity, and product liability claims that may arise
from defective products or field failures.
Competition. We operate in highly competitive energy industries, and are subject to pricing pressure and increasing competition. Many of our competitors and potential
competitors have substantially greater financial, marketing, personnel and other resources than we do, and if we do not compete effectively, our competitive positioning and our
operating results will be harmed.
Future Growth. If we fail to manage our recent and future growth effectively, we may be unable to execute our business plan, maintain high levels of customer service, or
adequately address competitive challenges. Our planned expansion into new geographic markets or new product lines or services could subject us to additional business, financial,
and competitive risks. Our ability to proceed with projects under development and complete construction of projects on schedule and within budget are subject to contractual,
technology, operating and commodity risks as well as market conditions that may affect our operating results. Demand for our products depends on the continued growth of
energy-reliant infrastructure, including infrastructure to support demand for AI, which has seen rapid growth in recent years and if demand for such infrastructure does not
continue to grow at similar or higher rates, it may have a material adverse effect on our business, financial condition, operating results and prospects for future growth.
Strategic Partners. The execution of our strategy to expand into new markets through strategic partnerships, joint ventures and licensing arrangements is in a very early stage and
is also subject to various risks which could adversely affect our business and future prospects.
37

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Risk Factors (Cont’d)
Third Parties. We depend on third-party suppliers for the development and supply of key raw materials and components for our energy storage products. We also depend on
vendors for the shipping of our energy storage products. Quality issues or delays in our supply or delivery chain and shipments could harm our ability to manufacture, supply and
commercialize our energy storage products.
International Operations. Because our success depends, in part, on our ability to expand sales internationally, our business will be susceptible to risks associated with
international operations. We currently rely on our manufacturing facility in China for the production of components of our products, and a significant disruption in the operation of
our manufacturing facility in China, political unrest in China, tariffs, impact of outbreaks of health epidemics, or changes in social, political, trade, health, economic, environmental,
or climate-related conditions or in laws, regulations and policies governing foreign trade could materially and adversely affect our business, financial condition and results of
operations.
Intellectual Property. If we are unable to obtain and maintain patent protection for our products and technology, or if the scope of the patent protection obtained is not
sufficiently broad or robust, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to successfully commercialize
our products and technology may be adversely affected. Moreover, our trade secrets could be compromised, which could cause us to lose the competitive advantage resulting
from these trade secrets.
Legal, Regulatory and Government. The nature of our business exposes us to potential legal proceedings or claims that could adversely affect our operating results. These claims
could conceivably exceed the level of our liability insurance coverage. We are subject to requirements relating to environmental and safety regulations and environmental
remediation matters, which could adversely affect our business, results of operation and reputation. We are subject to governmental export and import controls and trade and
economic sanctions that could impair our ability to compete in global markets and subject us to liability if we are not in full compliance with applicable laws and other controls. In
addition, many of our customers and prospective customers rely on federal, state and local government incentives, the reduction of which could reduce demand for our products.
Further, investments in, or incentives granted to, our competitors by governmental entities could put us at a competitive disadvantage.
Risks Related to the Private Placement
Capital Raise. There can be no assurance that we will be able to raise the anticipated ~$100 million in the Private Placement, or that the amount of funds raised in the Private
Placement will be sufficient to consummate the Business Combination or for use by the combined company following the Business Combination (the “Combined Company”).
Voting Power. The issuance of shares of the Combined Company’s securities in connection with the Private Placement will dilute the voting power of the Combined Company’s
shareholders.
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Risk Factors (Cont’d)
Risks Related to the Business Combination
Transaction Costs. Both Spark and we will incur significant transaction costs in connection with the Business Combination.
Contingencies of Business Combination. The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived,
the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.
Key Personnel. The ability to successfully effect the Business Combination and the Combined Company’s ability to successfully operate the business thereafter will be largely
dependent upon the efforts of certain of our key personnel, all of whom we expect to stay with the Combined Company following the Business Combination. The loss of such key
personnel could negatively impact the operations and financial results of the combined business.
Redemption. If a significant number of shares of Spark’s common stock is elected to be redeemed in connection with the Business Combination, the stock ownership of the
Combined Company will be highly concentrated, which will reduce the public “float” and may have a depressive effect on the market price of the common stock of the combined
company. Redemptions would also reduce the amount of capital available to the Combined Company following the Business Combination. If accepting all properly submitted
redemption requests would cause minimum cash to be less than any amount necessary to satisfy a closing condition, Spark may not proceed with such redemptions and Business
Combination.
Value of Securities. If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of Spark’s securities or, following the
consummation of the Business Combination, the value of the Combined Company’s securities, may decline.
Stock Exchange Approval. There can be no assurance that the Combined Company’s securities will be approved for listing on the chosen stock exchange or that the Combined
Company will be able to comply with the continued listing standards of such stock exchange.
Conflicts of Interest. Some of Spark’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business
Combination without regard to your interests or in determining whether we are an appropriate target for Spark’s initial business combination.
Legal Proceedings. Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business
Combination.
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Risk Factors (Cont’d)
Compliance with Laws. Changes in laws or regulations or interpretation and application of such laws and regulation, or a failure to comply with any laws and regulations, may
adversely affect us and the Combined Company’s business, including Spark, and our ability to consummate the Business Combination, and results of operations.
40

EX-99.3 · tm2617060d1_ex99-3.htm

EX-99.3
 10
 tm2617060d1_ex99-3.htm
 EXHIBIT 99.3

 Exhibit 99.3

 Transcript

 Speakers : James Rhee, Spark I Acquisition Corporation, Chief Executive Officer and Chairman; Tim Hysell, ZincFive Inc., Co-Founder, Director and Special
Advisor; and Tod Higinbotham, ZincFive Inc., Chief Executive Officer

 James Rhee : Hello everyone,
my name is Jim Rhee, and I am the CEO and Chairman of Spark I Acquisition Corporation, a SPAC sponsored by SparkLabs Group.

 I am absolutely delighted to announce plans for our business
combination with ZincFive.

 ZincFive is already a rapidly growing, successful battery
and power solutions company in the data center industry. However, with the soaring power needs of AI, new power challenges are emerging
in AI data centers. One of those challenges is that modern AI workloads create rapid, repeated power spikes, often reaching up to 50%
above baseline in milliseconds. Traditional batteries aren’t built for that kind of volatility.

 ZincFive’s nickel-zinc batteries are built for this
kind of volatility.

 They’re engineered for high-power, short duration
demands, delivering and absorbing power instantly, without compromising reliability.

 And this has been proven at scale. ZincFive has contracted
and deployed nearly 2 gigawatts globally as of year-end 2025. ZincFive serves blue-chip customers and holds more than 80 patents, backed
by UL-safety certification.

 Over the duration of this call, you’ll hear all about
this in greater detail. So with that said, let me turn it over to Tim Hysell, Co-founder, Board member and Strategic Advisor to ZincFive.

 Tim Hysell : Hello, my name is
Tim Hysell. I’m the Co-founder of ZincFive and previous CEO for the past 10+ years. I now sit on the Board of Directors at
ZincFive and support Tod Higinbotham, our CEO and previous COO, to help grow and advance the company.

 My background includes working for some of the top corporations
in the world, as well as founding and scaling companies to levels worthy of the public market and mergers and acquisitions.

 My history includes working for companies like Hewlett Packard,
General Electric, Siemens, and Phillips. I’m also a co-founder of a bank in Oregon with four (4) branches. I’m a board
member of the bank and chairman of the compensation and governance committee.

 I look forward to sharing ZincFive’s exciting story
and technology with you.

 Please allow Tod Higinbotham, our CEO, to introduce himself.

 Tod Higinbotham : Hello, I am
Tod Higinbotham, CEO of ZincFive. My background prior to batteries was working with advanced materials in the Solar, Flat Panel Display
and Semiconductor markets. The common elements to my experience are developing IP protected performance materials and successfully expanding
and scaling businesses globally.

 My private company experience was
with Advanced Silicon Materials making ultra-high-purity materials for solar cells and semiconductors. We grew and sold that
business to REC Solar which then became their solar materials division. My public company leadership was with a company called ATMI,
a NASDAQ-traded business, where we invented new materials for the semiconductor market for leaders like Intel and TSMC. We grew and
scaled that company and sold it to another public company called Entegris in 2014.

 I joined as the CEO of a battery venture
named PowerGenix in 2014. They had invented and began scaling a nickel zinc battery for high-power, short-duration applications by applying
proprietary materials technology and developing a large patent portfolio around the new technology.

 At that time, Tim’s company
was one of our first customers, and we began discussing combining the companies so we could leverage both the materials technology
and the power electronics expertise to develop new solutions for the data center market. Fast forward 9 years and we’ve deployed our
advanced battery solutions throughout the data center world and into multiple applications, and we have a high-power battery
technology solution (battery + power electronics) that can meet the dynamic power loads required for the AI Era.

 Tim Hysell : The takeaways from
this slide are:

 The success ZincFive is having in the data center industry
with our proprietary nickel zinc battery technology has created an inflection point. We have deployed, as mentioned, and have under
contract nearly 2 GWs of our technology in the data center industry as of year-end 2025. ZincFive is growing rapidly, illustrated by our
$81 million in backlog of contracted purchase orders for the data center industry as of December 31, 2025.

 The evolution of artificial intelligence takes ZincFive’s
opportunity to a whole new level. Let me explain from a high-level: for AI to scale it requires solutions that can solve AI dynamic power
loads. So think very short duration, high-power burst when AI is computing. I believe ZincFive’s nickel zinc technology is ready
to solve this AI challenge, which Tod Higinbotham, CEO, ZincFive will share more about next.

 Last thing to point out on this slide is the current and
future market opportunities for ZincFive’s nickel zinc technology are abundant. Why? Because we focus on markets that are challenging
for lithium ion and lead-acid batteries, such as very short duration global applications like battery backup and AI solutions for the
data center industry, which our nickel zinc technology is ideal for.

 Let me highlight two things on this slide:

 The global commercial growth ZincFive is experiencing by
the numbers: Impressive revenue growth in 2025 over 2024; $81M in backlog of contracted purchase orders with some of the most recognized
global companies in the data center industry as of December 31, 2025; In addition, ZincFive holds over 80+ patents and trade
secrets with our nickel zinc battery technology and our solutions. Noteworthy—we are not aware of any other companies in the world
that hold an intellectual property portfolio around nickel-zinc that compares to ZincFive.

 Second highlight—why ZincFive over lithium ion and/or
lead acid solutions. In mission critical data centers there are multiple areas of focus when considering total cost of ownership by data
center operators purchasing batteries.

 One is high power density solutions. Again, think short
duration discharges. Why is that important? The higher the power density the smaller the space required, resulting in cost savings.

 Safety, which means risk of fire, thermal runaway or explosion.
Our nickel-zinc batteries have been tested by UL and the UL 9540A report showed no risk of fire, thermal runaway or explosion with our
nickel-zinc battery.

 And most importantly, sustainability: Our nickel zinc batteries
are highly recyclable and have a significant competitive advantage in terms of carbon footprint compared to lithium ion and lead-acid
batteries.

 Tod Higinbotham : We only manufacture
two form factors of batteries: prismatic and cylindrical. Our batteries are designed to discharge fast. This rate of discharge is called
 “Power”, while the volume is called “Energy”. Lithium batteries specialize in high energy density—lots
of energy in a small space. This enables small, light batteries for electronics and EVs; they are the distance runner. Our battery is
 “the sprinter”; great energy density as well, but designed to deliver it “all at once” or in a very short time.
This enables our battery to be smaller, more efficient, and lower cost for short-duration applications. This is what we refer to as immediate
power.

 Let’s talk about our applications and markets.

 As Tim mentioned, our main market target is “Uninterruptible
Power Supply (UPS ) for Data Centers”. It is very large and growing rapidly. Details on battery criteria for traditional data centers
are shown on the top-half of the slide. In addition, a large, new opportunity has emerged due to the challenges that AI-based data centers
face, shown in the bottom-half of this slide. The AI chips from Nvidia and others are implemented in large clusters that require
constant synching. When this happens, very short-duration, high-power transient pulses are required from the energy system. Our nickel-zinc
technology was designed specifically for this type of challenge, and we have the capability to charge and discharge at extremely high
rates to enable the dynamic power required for AI. As is illustrated later in the presentation, this is a very large market opportunity.

 Here is the typical stoplight chart every battery company
has, claiming their battery is better. This is a relative chart with green being “good” and red
being “bad”, and yellow “somewhere in-between”. We back up every claim we make on this chart, and we support
the claims with our own data and third-party testing. A good example, if you look at the bottom of the slide, is our UL9540A test report.
This demonstrates the safety claims of our battery. They were unable to drive our battery into thermal runaway—and the test was
done with no battery management system, or BMS—just the battery. No way to turn it off with a fuse or switch.

 The main takeaway is in the bottom, right hand corner: higher
power density equals smaller battery equals lower cost equals higher margins. Power density is the foundation of our
business model, and our economic advantage comes from that source. When you see our margin trends on a later slide, some of the margin
improvement is coming from scaling-up and reducing costs. However, most of the margin improvement is coming from our advancing the power
density of our solutions. This enables us to provide a “megawatt of power with fewer and fewer batteries,” or increase the
megawatts provided within our current footprint. When we started out, we needed 4 BC cabinets per megawatt of power, and we have now reduced
that down to 3 cabinets with the introduction of our BC2-500 model.

 We expect to continue to advance our power density and work
to shrink the size and cost of our battery to the customer.

 Where do we get used in the data center? A growing list
of applications. From the left-side of the slide we show our released products and moving to the right we show planned future products
and markets. Our flagship UPS product is #1: the BC cabinet family on its third generation and now expanding to liquid cooling and AI
Dynamic Power Loads—products 1A and 1B.

 Product #2 is growing rapidly and has great potential. This
solution is used for starting the large diesel generators— another fabulous “power” application. We have developed this
solution with our partner SENS: they are a Colorado based power electronics company focused on higher-end, high-performance applications.
SENS developed this solution using the power capability of nickel zinc batteries. We believe there are many new geographies and generator
sizes that can be addressed with this product line in the future, and we have a fantastic partner in SENS.

 We expect to release Product #3 in 2026. This product uses
the same subassemblies we use in our BC cabinet, but is designed to replace lead-acid batteries which are at end-of-life. This “lead
acid replacement cycle” is one of the largest battery segments in the data center industry. Currently, customers are using new lead-acid
batteries for this replacement, but our batteries have many advantages in lifetime, performance, size and so we are excited to
address this significant and expanding market segment beginning in 2026.

 And finally, on the bottom right:
our new, high-power cylindrical cells are being tested and qualified at a major hyperscaler, and these are the building blocks for
our future AI pulsing products, which we will discuss later. The cylindrical cell is the highest power cell we manufacture.

 Here is how we do it. We continue to increase the power
density of our solutions moving from left to right by utilizing our highest density form-factor, the cylindrical cell, in new, innovative
designs. These are targeted to be modular, flexible, field-changeable, safe to be close to the AI chips clusters, and recyclable. This
pulsing capability does not require us to develop a new battery; it is already built-in to our fundamental power capability. This also
enables continued gross margin expansion by providing higher levels of value to the customer—both increased power density and flexibility.

 We have proven our business model on the “BC UPS Platform”
and are now in development of our AI Power Platform.

 The summary of our nickel zinc manufacturing and operations
is that we are “going global.” Our customer geography is expanding, and we are investing to keep-up. We have already outfitted
and scaled three (3) battery facilities in China. These facilities have passed complete audits from our major global customers. In
addition, we started our EU cabinet assembly facility in Finland using a contract manufacturer. This provides a much shorter supply chain
to any customer outside the US but focused on the EMEA region. We can add a similar assembly line in China to support Asia customers as
that region begins to grow.

 Next, we have launched a project to establish a US battery
manufacturing facility estimated to be sited and equipped in 2026, with a ramp-up in 2027. We plan to leverage the US facility for US
and North America customers and use the China facilities for the rest of the world.

 The investment for our nickel zinc capacity is “capital
light.” We estimate that $30 million of capital can derive $150 million in annual revenue which enables a high return
on invested capital and low depreciation. In addition, we have established enough capacity in China to meet our projected revenue growth
for the next several quarters, and this capacity can be expanded incrementally with modest investment. This greatly reduces the risk in
the US manufacturing project.

 Now for the exciting AI story: the current and future AI
chips from Nvidia and others are increasing the power density and requirements by almost 10x over the next five (5) years. This is
a major industry challenge, and the next several generations of data center designs will need to be developed to address a completely
new paradigm. Imagine overloading the grid with 50% more power on top of what is being used for 50 milliseconds, every single second—like
adding half of another town “on and off” all day, 24 hours per day—that is how AI chips operate at high-performance.
This creates several challenges and opportunities, including thermal management, reliability, safety and complexity.

 And we have already started preparing to address the challenges.
We launched our first version of this flexible UPS + AI platform. The BC2-AI was released late last year, and we expect to begin production
ramp up through the rest of 2026. This product can handle limited AI loads and provides customer flexibility in transitioning to AI-focused
data centers.

 This growth in power density combined with the dynamic pulsing
loads is creating a substantial opportunity for our high-power, short-duration technology. As you can see in the middle of the slide,
the power loads are changing from “smooth and steady” to “dynamic and irregular”. Also, as you can see the loads
spike far above the nominal or normal load which makes power system design extremely challenging and inefficient.

 Because our battery can discharge and recharge in pulse
mode (milliseconds) while still being able to provide reliable UPS run time (1-2 minutes), we have the opportunity to deliver a flexible
model to customers in this new space and effectively “absorb” the variation in the load. The changing needs demand a flexible
model and the 10x increase in GPU power requires a high-power solution that we believe we can deliver.

 The transition to the AI market is creating a major market
growth opportunity. Growth estimates range from four to six times growth of GWs of capacity added to the market from 2023 to
2028.

 Tim Hysell : Several quick points
to share on this slide:

 ZincFive is not a startup. We have been around since 2016
as a nickel-zinc battery and technology solutions provider. The technology has been commercially deployed since 2012 into other industries
by a legacy ZincFive company.

 ZincFive routinely has been recognized for data center product
awards and was recognized recently by TIME Magazine as one of the World’s Top “Green Tech Companies”.

 We have commercialized relationships with some of the largest
companies in the data center market like Vertiv, ABB, and others as well as some of the largest hyperscalers in the world.

 I would be remiss if I didn’t
repeat something that Tod said, and that is, we launched our exciting BC2-AI product in Q4 of 2025 and we are excited about this
product going forward.

 Tod Higinbotham : I want to emphasize on this slide that the market sizes we are currently addressing are already large
 and growing. We have barely scratched the surface of the UPS segment, and we expect to launch into Retrofits and AI Power in 2026
 with potential for a recurring revenue model in the AI Power segment due to the changing needs and requirements for flexibility. The
 total TAM for these three application segments is over $17B.

 Customer reviews. It is very difficult to get a quote or
a logo from a customer to be publicized in this highly confidential industry. As you can see, we have customers so energized about nickel
zinc and ZincFive that they have made these public statements about us.

 It took a long time to break into this very conservative
industry but as this slide shows we are going into 2026 with a strong year-to-year upswing. The company drove 133% revenue growth in 2025
and ended the year with an $81M order backlog. We are working to convert that backlog into revenue and add an additional $14-24M of shipments
in 2026 creating an expected revenue range of $90-105M or a 35-57% growth rate range.

 In 2025 and into 2026, the number of orders, the size of
orders, the percentage of reorders, the expansion of geography into the EU all increased. We hit an inflection point in 2025 and carry
that momentum into 2026.

 One of the great features of the data center market is that
customers order equipment anywhere from four to ten months prior to shipment. This means our company runs off of “contracted backlog”:
these are formal, written, committed purchase orders from large, well-financed customers and projects. In the past 12 months from December ’24
to December ’25 we have grown that backlog from $47.7M to $81.2M—an increase of 70%. In 2025, we were able to produce
revenue of $67M from a beginning backlog of $48M—a 40% increase over the backlog. Applying this same dollar uplift to our current
backlog results in roughly $105M for 2026, and we have set that target for the upper-end of our estimated range shown at the bottom-right
of $90 to105M.

 Here is our P&L summary for 2024 and 2025:

 Revenue grew 133%, as I said, for 2025 over 2024.

 Gross margins have increased as we
have scaled, and we saw pricing improvements consistently over the past three (3) years. However, the major increase in the
margins is being driven by the new “released products”: the BC2-300X and the BC2-500. These products have much higher
power density and therefore require fewer cabinets per MW provided, as I said earlier, thereby reducing our COGs for each megawatt
sold.

 Our SG&A operating costs have increased, but at a lower
rate than the top-line, thereby delivering improved P&L leverage.

 Here is a summary of our de-SPAC transaction.

 The transaction carries an enterprise value of $752M and
is anchored by a committed $100M preferred equity PIPE.

 Based on the low-end of our 2026 guidance, the pricing of
this deal reflects a multiple of 7.7x on 2026 estimated revenue, a conservative value as compared to the range for similar
sized specialty battery comparables.

 In closing, ZincFive is at an inflection point. Our successful
penetration into the Data Center UPS market combined with the rapidly emerging opportunity for AI high-power solutions, has positioned
the company for strong growth.

 Our biggest weakness is the necessary capital to execute
on these opportunities. We believe this SPAC transaction will enable us to move quickly and efficiently into the public markets and drive
our growth and ability to invest and expand on behalf of our customers.

 Thank you for time and attention.

EX-2.1 · tm2617060d1_ex2-1.htm

EX-2.1
 2
 tm2617060d1_ex2-1.htm
 EXHIBIT 2.1

 Exhibit 2.1

 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

 by and among

 SPARK I ACQUISITION CORPORATION,

 SPARK I ACQUISITION CORPORATION SUB I INC.,

 SPARK I ACQUISITION CORPORATION SUB II LLC,

 and

 ZINCFIVE, INC.

 dated as of

 June 11, 2026

 TABLE OF CONTENTS

 Page

 Article 1 Certain Definitions
 3

 Section 1.01.
 Definitions
 3

 Section 1.02.
 Construction
 22

 Section 1.03.
 Knowledge
 23

 Section 1.04.
 Equitable Adjustments
 23

 Article 2 The Mergers
 23

 Section 2.01.
 The Mergers
 23

 Section 2.02.
 First Effective Time; Second Effective Time
 24

 Section 2.03.
 Effect of the Mergers
 24

 Section 2.04.
 Governing Documents
 24

 Section 2.05.
 Directors and Officers of the Surviving Entity
 25

 Section 2.06.
 Further Assurances
 25

 Article 3 Merger Consideration; Conversion of Securities
 25

 Section 3.01.
 Effect of the Mergers on Company Series F Stock
 25

 Section 3.02.
 Conversion of Company Preferred Stock
 26

 Section 3.03.
 Effect of Mergers on Company Common Stock
 27

 Section 3.04.
 Treatment of Equity Awards
 27

 Section 3.05.
 Company Warrants
 28

 Section 3.06.
 Company Action
 29

 Section 3.07.
 Dissenting Shares
 29

 Section 3.08.
 Exchange Pool
 29

 Section 3.09.
 Withholding Rights
 30

 Section 3.10.
 Legend
 30

 Article 4 Closing; Closing Statement
 31

 Section 4.01.
 Closing
 31

 Section 4.02.
 SPAC Closing Statement
 31

 Section 4.03.
 Company Closing Statement
 31

 Article 5 Representations and Warranties of the Company
 32

 Section 5.01.
 Corporate Organization of the Company
 32

 Section 5.02.
 Subsidiaries
 32

 Section 5.03.
 Due Authorization
 33

 Section 5.04.
 No Conflict
 33

 Section 5.05.
 Governmental Authorities; Consents
 33

 Section 5.06.
 Current Capitalization
 34

 Section 5.07.
 Capitalization of Subsidiaries
 35

 i

 Section 5.08.
 Financial Statements
 36

 Section 5.09.
 Undisclosed Liabilities
 36

 Section 5.10.
 Litigation and Proceedings
 36

 Section 5.11.
 Compliance with Laws
 36

 Section 5.12.
 Contracts; No Defaults
 37

 Section 5.13.
 Company Benefit Plans
 38

 Section 5.14.
 Labor Matters
 41

 Section 5.15.
 Taxes
 43

 Section 5.16.
 Insurance
 44

 Section 5.17.
 Permits
 45

 Section 5.18.
 Real Property
 45

 Section 5.19.
 Intellectual Property and Data Security
 46

 Section 5.20.
 Anti-Bribery, Anti-Corruption, and Anti-Money Laundering
 50

 Section 5.21.
 Sanctions, Import, and Export Controls
 50

 Section 5.22.
 Data Security Program Status
 50

 Section 5.23.
 Outbound Investment Security Program Status
 51

 Section 5.24.
 Environmental Matters
 51

 Section 5.25.
 Bridge Financing.
 51

 Section 5.26.
 Absence of Changes
 52

 Section 5.27.
 Brokers’ Fees
 52

 Section 5.28.
 Related Party Transactions
 52

 Section 5.29.
 Registration Statement and Proxy Statement
 52

 Section 5.30.
 Indebtedness; Guarantees
 52

 Article 6 Representations and Warranties of SPAC Parties
 53

 Section 6.01.
 Corporate Organization
 53

 Section 6.02.
 Due Authorization
 53

 Section 6.03.
 No Conflict
 54

 Section 6.04.
 Compliance With Laws
 55

 Section 6.05.
 Litigation and Proceedings
 55

 Section 6.06.
 Governmental Authorities; Consents
 55

 Section 6.07.
 Financial Ability; Trust Account
 55

 Section 6.08.
 Brokers’ Fees
 56

 Section 6.09.
 SEC Reports; Financial Statements; Sarbanes-Oxley Act; Undisclosed Liabilities
 56

 Section 6.10.
 Business Activities
 57

 Section 6.11.
 Tax Matters
 58

 Section 6.12.
 Employees
 60

 Section 6.13.
 Capitalization
 60

 Section 6.14.
 Nasdaq Listing
 61

 Section 6.15.
 Sponsor Agreement
 62

 Section 6.16.
 Related Party Transactions
 62

 Section 6.17.
 Investment Company Act
 62

 Section 6.18.
 Sanctions
 62

 Section 6.19.
 CFIUS Foreign Person Status
 62

 Section 6.20.
 Data Security Program Status
 62

 ii

 Section 6.21.
 Outbound Investment Security Program Status
 62

 Section 6.22.
 Registration Statement and Proxy Statement; Additional SEC Reports
 63

 Section 6.23.
 Fairness Opinion
 63

 Article 7 Covenants of the Company
 63

 Section 7.01.
 Conduct of Business
 63

 Section 7.02.
 Inspection
 67

 Section 7.03.
 HSR Act and Regulatory Approvals
 67

 Section 7.04.
 No Claim Against the Trust Account
 68

 Section 7.05.
 Proxy Solicitation; Other Actions
 68

 Section 7.06.
 Certain Transaction Agreements
 69

 Section 7.07.
 FIRPTA
 69

 Section 7.08.
 Termination of Certain Agreements
 69

 Section 7.09.
 Written Consent and A&R Registration Rights Agreement
 70

 Article 8 Covenants of SPAC
 70

 Section 8.01.
 HSR Act and Regulatory Approvals
 70

 Section 8.02.
 Indemnification and Insurance
 71

 Section 8.03.
 Conduct of SPAC During the Interim Period
 73

 Section 8.04.
 Certain Transaction Agreements
 74

 Section 8.05.
 Inspection
 74

 Section 8.06.
 SPAC Stock Exchange Listing
 75

 Section 8.07.
 SPAC Public Filings
 75

 Section 8.08.
 Section 16 Matters
 75

 Section 8.09.
 SPAC Board of Directors
 75

 Section 8.10.
 SPAC Management
 75

 Section 8.11.
 Equity Plans
 76

 Section 8.12.
 Qualification as an Emerging Growth Company
 76

 Section 8.13.
 Domestication
 76

 Section 8.14.
 Extension of Time to Consummate a Business Combination
 77

 Article 9 Joint Covenants
 79

 Section 9.01.
 Support of Transaction
 79

 Section 9.02.
 Registration Statement; Proxy Statement; SPAC Special Meeting
 80

 Section 9.03.
 Financing Transactions
 82

 Section 9.04.
 Exclusivity
 83

 Section 9.05.
 Tax Matters
 83

 Section 9.06.
 Confidentiality; Publicity
 84

 Section 9.07.
 Post-Closing Cooperation; Further Assurances
 84

 Section 9.08.
 Stockholder Litigation
 85

 Article 10 Conditions to Obligations
 85

 Section 10.01.
 Conditions to Obligations of All Parties
 85

 Section 10.02.
 Additional Conditions to Obligations of SPAC Parties
 86

 iii

 Section 10.03.
 Additional Conditions to the Obligations of the Company
 87

 Section 10.04.
 Frustration of Conditions
 88

 Article 11 Termination/Effectiveness
 88

 Section 11.01.
 Termination
 88

 Section 11.02.
 Effect of Termination
 89

 Article 12 Miscellaneous 89

 Section 12.01.
 Waiver
 89

 Section 12.02.
 Notices
 89

 Section 12.03.
 Assignment
 90

 Section 12.04.
 Rights of Third Parties
 91

 Section 12.05.
 Expenses
 91

 Section 12.06.
 Governing Law
 91

 Section 12.07.
 Captions; Counterparts
 91

 Section 12.08.
 Schedules and Exhibits
 91

 Section 12.09.
 Entire Agreement
 91

 Section 12.10.
 Amendments
 92

 Section 12.11.
 Severability
 92

 Section 12.12.
 Jurisdiction; Waiver of Trial by Jury
 92

 Section 12.13.
 Enforcement
 92

 Section 12.14.
 Non-Recourse
 93

 Section 12.15.
 Non-survival of Representations, Warranties and Covenants
 93

 Section 12.16.
 Acknowledgements
 93

 Section 12.17.
 Conflicts and Privilege
 94

 Section 12.18.
 No Outside Reliance
 95

 EXHIBITS

 Exhibit A
 –
 Form of SPAC Charter Upon Domestication

 Exhibit B
 –
 Form of SPAC Bylaws Upon Domestication

 Exhibit C
 –
 Form of Sponsor Agreement

 Exhibit D
 –
 Form of Company Voting and Support Agreement

 Exhibit E
 –
 Form of A&R Registration Rights Agreement

 Exhibit F
 –
 Form of First Certificate of Merger

 Exhibit G
 –
 Form of Second Certificate of Merger

 Exhibit H
 –
 Form of A&R Certificate of Incorporation of the Surviving Corporation

 Exhibit I
 –
 Form of A&R LLC Agreement of the Surviving Entity

 Exhibit J
 –
 Form of Company Stockholder Written Consent

 SCHEDULES

 Schedule 7.05(a)
 –
 Financial Statements

 iv

 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

 THIS AGREEMENT AND PLAN OF
MERGER AND REORGANIZATION (this “ Agreement ”) is made and entered into as of June 11, 2026, by and among Spark
I Acquisition Corporation, a Cayman Islands exempted company (which shall transfer by way of continuation to and domestication as a Delaware
corporation prior to the Closing) (“ SPAC ”), Spark I Acquisition Corporation Sub I Inc., a Delaware corporation and
direct, wholly-owned Subsidiary of SPAC (“ Merger Sub I ”), Spark I Acquisition Corporation Sub II LLC, a Delaware limited
liability company and direct, wholly-owned Subsidiary of SPAC (“ Merger Sub II ” and together with Merger Sub I, “ Merger
Subs ”), and ZincFive, Inc., a Delaware corporation (the “ Company ”). SPAC, Merger Subs and the Company
are collectively referred to herein as the “ Parties ” and individually as a “ Party .” Capitalized
terms used and not otherwise defined herein have the meanings set forth in Section 1.01 .

 RECITALS

 WHEREAS, SPAC is a blank check
company incorporated as a Cayman Islands exempted company and formed to acquire one or more operating businesses through a Business Combination;

 WHEREAS, subject to the satisfaction
or waiver of the conditions of this Agreement (other than those conditions that by their terms or nature are to be satisfied at the Closing,
but subject to such conditions being capable of being satisfied at the Closing), prior to the Closing, SPAC shall transfer by way of continuation
to and domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended (the
 “ DGCL ”), and Part XII of the Cayman Companies Act (the “ Domestication ”). The Domestication
will take place at least one day prior to the Closing;

 WHEREAS, the holders of the
SPAC Class B Ordinary Shares shall cause to be converted, immediately prior to the Domestication, each then issued and outstanding
SPAC Class B Ordinary Share, on a one-for-one basis, into a SPAC Class A Ordinary Share (the “ Sponsor Share Conversion ”).
In connection with the Domestication: (a) each then issued and outstanding SPAC Class A Ordinary Share shall convert automatically,
on a one-for-one basis, into a share of SPAC Common Stock; (b) each then issued and outstanding warrant to acquire SPAC Class A
Ordinary Shares (each a “ Cayman SPAC Warrant ”) shall convert automatically into a warrant to acquire a corresponding
number of shares of the SPAC Common Stock, on a one-for-one basis (“ Domesticated SPAC Warrant ”), pursuant to the Warrant
Agreement; and (c) each then issued and outstanding unit of SPAC (the “ Cayman SPAC Units ”) shall be cancelled
and will thereafter entitle the holder of such unit to one share of SPAC Common Stock and one-half of one Domesticated SPAC Warrant;

 WHEREAS, substantially concurrently
with, and in order to effectuate, the Domestication, and subject to the satisfaction or waiver of the conditions of this Agreement (other
than those conditions that by their terms or nature are to be satisfied at the Closing, but subject to such conditions being capable of
being satisfied at the Closing), SPAC will: (a) file a certificate of corporate domestication and arrange for the filing of a certificate
of incorporation with the Secretary of State of the State of Delaware in substantially the form attached as Exhibit A (the
 “ SPAC Charter Upon Domestication ”); and (b) arrange for the adoption of bylaws in substantially the form attached
as Exhibit B (the “ SPAC Bylaws Upon Domestication ”). SPAC and the Company may agree upon changes to the
forms attached as Exhibits A and B following the date hereof, provided those changes are reflected in a written instrument
signed by each of SPAC and the Company;

 WHEREAS, on the terms and
subject to the conditions of this Agreement and in accordance with the DGCL, the Delaware Limited Liability Company Act (the “ DLLCA ”)
and other applicable Laws, the Parties intend to enter into a business combination transaction pursuant to which (a) Merger Sub I
will merge with and into the Company, with the Company continuing as the surviving corporation (the “ Surviving Corporation ”)
in such merger (the “ First Merger ”) and (b) immediately following the First Merger, the Surviving Corporation
will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “ Surviving Entity ”)
in such merger (the “ Second Merger ” and, together with the First Merger, the “ Mergers ”);

 1

 WHEREAS, for U.S. federal
(and, as applicable, state and local) income tax purposes, each of the Parties intends that (i) the Domestication will qualify as
a “reorganization” described in Section 368(a)(1)(F) of the Code and the Treasury Regulations promulgated under
Section 368 of the Code; (ii) the Sponsor Share Conversion will qualify as a “reorganization” described in Section 368(a)(1)(E) of
the Code and the Treasury Regulations promulgated under Section 368 of the Code; (iii) the Mergers, taken together as integrated
steps of a single transaction for U.S. federal income tax purposes, will qualify as a “reorganization” within the meaning
of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder; and (iv) this Agreement shall constitute
a “plan of reorganization” for the purposes of Section 368 of the Code and Treasury Regulations Section 1.368-2(g);

 WHEREAS, the Company Board
has unanimously (i) determined that the Mergers are fair to, and in the best interests of the Company and the Holders, (ii) approved
and adopted this Agreement and declared it advisable and approved the Transactions (including the Mergers), and (iii) recommended
that the Holders approve and adopt this Agreement and approve the Transactions (including the Mergers) and directed that this Agreement
and the Transactions (including the Mergers) be submitted for consideration by the Holders (the “ Company Board Recommendation ”);

 WHEREAS, the board of directors
of SPAC has unanimously (i) determined that it is in the best interests of SPAC and the shareholders of SPAC, and declared it advisable,
to enter into this Agreement providing for the Domestication and the Mergers in accordance with the DGCL, the DLLCA, and the Cayman Companies
Act, (ii) approved this Agreement and the Transactions, including the Domestication and the Mergers in accordance with the DGCL,
the DLLCA, and the Cayman Companies Act on the terms and subject to the conditions of this Agreement, and (iii) adopted a resolution
recommending the SPAC Stockholder Matters be approved and adopted by the shareholders of SPAC (the “ SPAC Board Recommendation ”);

 WHEREAS, concurrently with
the execution and delivery of this Agreement, Sponsor and SPAC have entered into the Sponsor Agreement, a copy of which is attached as
 Exhibit C hereto, providing that, among other things, (i) certain Founder Shares held by the Sponsor at the Closing will
be subject to certain vesting and forfeiture provisions as set forth in the Sponsor Agreement and (ii) the Sponsor will not transfer
its Founder Shares or its Cayman SPAC Units for a period (the “ Founder Share Lock-up Period ”) ending on the earlier
of (A) the first anniversary of the Closing Date, and (B) the date upon which the VWAP of SPAC Common Stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) Trading Days
within any thirty (30) Trading Day period commencing any time that is one hundred fifty (150) days after the Closing Date;

 WHEREAS, concurrently with
the execution and delivery of this Agreement, certain Holders holding shares of Company Stock sufficient to constitute the Company Stockholder
Approval have entered into one or more Voting and Support Agreements substantially in the form of Exhibit D attached hereto
(each, a “ Company Voting and Support Agreement ”) with SPAC pursuant to which, inter alia , such Holders have
agreed to vote their respective shares of Company Stock in favor of this Agreement, the Mergers and the Transactions;

 WHEREAS, concurrently with
the Closing, SPAC, Sponsor, and certain Holders shall enter into an Amended and Restated Registration Rights Agreement (the “ A&R
Registration Rights Agreement ”) substantially in the form attached hereto as Exhibit E , pursuant to which, effective
as of the Closing, among other things, certain Holders shall agree, subject to certain exceptions, to not transfer the Merger Consideration
received by them in connection with the Mergers for certain specified periods of time following the Closing Date; and

 2

 WHEREAS, the Company entered
into that certain Note Purchase Agreement (as amended or supplemented, the “ Note Purchase Agreement ”), dated as of
April 23, 2026, by and among the Company and the parties listed on the Schedule of Investors attached thereto (the “ Bridge
Investors ”), pursuant to which the Company may issue secured promissory notes (collectively, the “ Bridge Notes ”)
and Company Warrants to the Bridge Investors (the “ Bridge Financing ”).

 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, the Parties hereby agree as follows:

 Article 1

 Certain Definitions

 Section 1.01.           Definitions .
For purposes of this Agreement, the following capitalized terms have the following meanings:

 “ 2003 Plan ”
means the ZincFive, Inc. 2003 Equity Incentive Plan, as amended from time to time.

 “ 2015 Plan ”
means the ZincFive, Inc. 2015 Equity Incentive Plan, as amended from time to time.

 “ A&R Registration
Rights Agreement ” has the meaning specified in the Recitals.

 “ Acquisition Transaction ”
has the meaning specified in Section 9.04(a) .

 “ Action ”
means any claim, demand, action, suit, assessment, settlement, audit, arbitration, mediation, or legal, judicial or administrative proceeding
(whether at Law or in equity) by or before a Governmental Authority.

 “ Additional SEC Reports ”
has the meaning specified in Section 8.07 .

 “ Affiliate ”
means, with respect to any specified Person, any 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. The term “ control ” means the ownership
of a majority of the voting securities of the applicable Person or the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of the applicable Person, whether through ownership of voting securities, by contract or
otherwise, and the terms “ controlled ” and “ controlling ” have meanings correlative thereto; provided ,
that, in no event shall the Company or any of the Company’s Subsidiaries be considered an Affiliate of any portfolio company (other
than the Company and its Subsidiaries) of any investment fund affiliated with any direct or indirect equityholder of the Company nor shall
any portfolio company (other than the Company and its Subsidiaries) of any investment fund affiliated with any direct or indirect equityholder
of the Company be considered to be an Affiliate of the Company or any of the Company’s Subsidiaries.

 “ Aggregate Bridge
Note Outstanding Amount ” means the aggregate outstanding principal amounts of the Bridge Notes plus any unpaid accrued interest
on the Bridge Notes.

 3

 “ Aggregate Series F
Preference Amount ” means the aggregated Series F Preferred Liquidation Amounts (as defined in the Company Certificate of
Incorporation) in respect of all shares of Company Series F Stock.

 “ Agreement ”
has the meaning specified in the preamble hereto.

 “ AI Inputs ”
has the meaning specified in Section 5.19(f)(i) .

 “ Antitrust Laws ”
means any supranational, national, federal, state, county, local or foreign antitrust, competition or trade regulation Laws that are designed
or intended to prohibit, restrict, investigate or regulate actions having the purpose or effect of monopolization, attempted monopolization,
abuse of dominance or restraint of trade or lessening competition through merger or acquisition.

 “ Appraisal Rights
Deadline ” has the meaning specified in Section 9.02(g).

 “ Audited Financial
Statements ” has the meaning specified in Section 5.08(a) .

 “ Available Closing
SPAC Cash ” means an amount equal to (i) all amounts in the Trust Account (after reduction for the aggregate amount of payments
required to be made in connection with the SPAC Stockholder Redemption but before (A) payment of any SPAC Transaction Expenses or
Company Transaction Expenses and (B) repayment of Sponsor loans, if any), plus (ii) the net proceeds of any incremental
financing raised by SPAC or the Company in connection with the transactions contemplated by this Agreement, including for the avoidance
of doubt, any amounts raised or funded in connection with a PIPE Investment in accordance with the terms and conditions of the PIPE Subscription
Agreements. For the avoidance of doubt, such amount shall exclude any cash and cash equivalents on the balance sheet or otherwise in the
bank accounts of the Company.

 “ Bridge Financing ”
has the meaning specified in the Recitals.

 “ Bridge Notes ”
has the meaning specified in the Recitals.

 “ Business Combination ”
has the meaning ascribed to such term in the Existing SPAC Governing Document.

 “ Business Combination
Proposal ” has the meaning set forth in Section 9.04(b) .

 “ Business Day ”
means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law
to close.

 “ Business Software ”
means all material Software owned or purported to be owned by the Company or any of its Subsidiaries.

 “ Capitalization Date ”
has the meaning specified in Section 5.06(a) .

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

 “ Cayman SPAC Units ”
has the meaning specified in the Recitals.

 “ Cayman SPAC Warrant ”
has the meaning specified in the Recitals.

 “ Closing ”
has the meaning specified in Section 4.01 .

 4

 “ Closing Date ”
has the meaning specified in Section 4.01 .

 “ Code ”
means the Internal Revenue Code of 1986.

 “ Company ”
has the meaning specified in the preamble hereto.

 “ Company AI ”
has the meaning specified in Section 5.19(f)(i) .

 “ Company Benefit
Plan ” has the meaning specified in Section 5.13(a) .

 “ Company Board ”
means the Board of Directors of the Company.

 “ Company Board Recommendation ”
has the meaning specified in the Recitals.

 “ Company Certificate
of Incorporation ” means the Ninth Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary
of State of the State of Delaware on October 14, 2025, as amended by that certain Certificate of Amendment to Ninth Amended and Restated
Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on December 29, 2025, and
as amended or modified from time to time.

 “ Company Closing
Statement ” has the meaning specified in Section 4.03 .

 “ Company Class A
Common Stock ” means the Class A common stock, par value $0.001 per share, of the Company.

 “ Company Class B
Common Stock ” means the Class B common stock, par value $0.001 per share, of the Company.

 “ Company Common Stock ”
means the Company Class A Common Stock and Company Class B Common Stock.

 “ Company Convertible
Securities ” means (a) any Simple Agreement for Future Equity issued by the Company and (b) any convertible promissory
notes or other convertible debt that is convertible into or exchangeable for capital stock of the Company.

 “ Company Cure Period ”
has the meaning specified in Section 11.01(b) .

 “ Company Disclosure
Letter ” has the meaning specified in ‎ ARTICLE 5 .

 “ Company Employee ”
means as of the date of determination, an employee of the Company or any of its Subsidiaries as of such date.

 “ Company Equity Awards ”
means, collectively, the Company Options and the Company Restricted Stock Units.

 “ Company Equity Plans ”
means the 2003 Plan and the 2015 Plan.

 “ Company Employee
List ” means the letter provided by the Company to SPAC simultaneously with the execution and delivery of this Agreement, which
letter contains a true and complete list of each Company Employee as of the date of this Agreement, on a no-name basis if required by
applicable Law, together with each such Company Employee’s title or position, work location, full-time or part-time status, current
rate of hourly wage or salary, and current annual target cash bonus opportunity, in each case as of the date of this Agreement and as
applicable.

 5

 “ Company Intellectual
Property ” means the Owned Intellectual Property and Licensed Intellectual Property.

 “ Company Note Holder ”
has the meaning set forth in Section 5.25 .

 “ Company Options ”
means all issued and outstanding options to purchase or otherwise acquire Company Common Stock (whether or not vested) held by any Person
granted under the Company Equity Plans.

 “ Company Preferred
Stock ” means the Company Series A Preferred Stock, Company Series B Preferred Stock, Company Series C Preferred
Stock, Company Series D Preferred Stock, Company Series E Preferred Stock, Company Series F Preferred Stock, Company Series F-1
Preferred Stock, Company Series F-2 Preferred Stock, Company Series F-3-A Preferred Stock, Company Series F-3-B Preferred
Stock, Company Series F-3-C Preferred Stock, Company Series F-3-D Preferred Stock and Company Series F-3-W Preferred Stock.

 “ Company Representations ”
means the representations and warranties of the Company expressly and specifically set forth in ‎ARTICLE 5 of this Agreement,
as qualified by the Company Disclosure Letter. For the avoidance of doubt, the Company Representations are solely made by the Company.

 “ Company Restricted
Stock Units ” means all issued and outstanding restricted stock units in respect of Company Common Stock (whether or not vested)
held by any Person granted under the Company Equity Plans.

 “ Company Series A
Preferred Stock ” means the Series A preferred stock, par value $0.001 per share, of the Company.

 “ Company Series B
Preferred Stock ” means the Series B preferred stock, par value $0.001 per share, of the Company.

 “ Company Series C
Preferred Stock ” means the Series C preferred stock, par value $0.001 per share, of the Company.

 “ Company Series D
Preferred Stock ” means the Series D preferred stock, par value $0.001 per share, of the Company.

 “ Company Series E
Preferred Stock ” means the Series E preferred stock, par value $0.001 per share, of the Company.

 “ Company Series F
Preferred Stock ” means the Series F preferred stock, par value $0.001 per share, of the Company.

 “ Company Series F
Stock ” means the Company Series F Preferred Stock, Company Series F-1 Preferred Stock, Company Series F-2 Preferred
Stock, Company Series F-3-A Preferred Stock, Company Series F-3-B Preferred Stock, Company Series F-3-C Preferred Stock,
Company Series F-3-D Preferred Stock and Company Series F-3-W Preferred Stock.

 6

 “ Company Series F-1
Preferred Stock ” means the Series F-1 preferred stock, par value $0.001 per share, of the Company.

 “ Company Series F-2
Preferred Stock ” means the Series F-2 preferred stock, par value $0.001 per share, of the Company.

 “ Company Series F-3-A
Preferred Stock ” means the Series F-3-A preferred stock, par value $0.001 per share, of the Company.

 “ Company Series F-3-B
Preferred Stock ” means the Series F-3-B preferred stock, par value $0.001 per share, of the Company.

 “ Company Series F-3-C
Preferred Stock ” means the Series F-3-C preferred stock, par value $0.001 per share, of the Company.

 “ Company Series F-3-D
Preferred Stock ” means the Series F-3-D preferred stock, par value $0.001 per share, of the Company.

 “ Company Series F-3-W
Preferred Stock ” means the Series F-3-W preferred stock, par value $0.001 per share, of the Company.

 “ Company Service
Provider ” means each individual who is a current or former director, officer, employee, independent contractor or other service
provider of the Company or any of its Subsidiaries, including any Company Employee.

 “ Company Specified
Representations ” has the meaning specified in Section 10.02(a)(i) .

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

 “ Company Stockholder
Agreements ” means (i) the Company Certificate of Incorporation; (ii) the Amended and Restated Voting Agreement, dated
as of October 16, 2025 by and among the Company and certain Holders; (iii) the Amended and Restated Right of First Refusal and
Co-Sale Agreement, dated as of October 16, 2025 by and among the Company and certain Holders; and (iv) the Amended and Restated
Investors’ Rights Agreement, dated as of October 16, 2025 by and among the Company and certain Holders.

 “ Company Stockholder
Approval ” means the adoption of this Agreement by the vote or consent of (i) the holders of a majority of the voting power
of the outstanding capital stock of the Company (voting together as a single class, and, with respect to the Company Preferred Stock,
on an as-converted to Company Common Stock basis), (ii) the holders of a majority of the voting power of the outstanding Company
Series F Stock (voting together as a single class on an as-converted to Company Common Stock basis) and (iii) the holders of
a majority of the voting power of the outstanding Company Series E Preferred Stock (voting together as a single class on an as-converted
to Company Common Stock basis).

 “ Company Subsidiary
Securities ” has the meaning specified in Section 5.07 .

 “ Company Total Common
Shares ” means the sum of (i) the aggregate number of issued and outstanding shares of Company Common Stock as of immediately
prior to the First Effective Time after giving effect to the Conversions set forth under Section 3.02 and the exercise of
any Company Warrants in accordance with Section 3.05 , (ii) the aggregate number of shares of Company Common Stock issuable
upon the exercise of all outstanding Company Options (vested and unvested) as of immediately prior to the First Effective Time, and (iii) the
aggregate number of shares of Company Common Stock issuable in respect of all outstanding Company Restricted Stock Units (vested and unvested)
as of immediately prior to the First Effective Time.

 7

 “ Company Transaction
Expenses ” means all accrued fees, costs and expenses of the Company and its Subsidiaries incurred prior to and through the Closing
Date in connection with the negotiation, preparation and execution of this Agreement, the other Transaction Agreements, the performance
and compliance with all Transaction Agreements and conditions contained herein to be performed or complied with at or before Closing,
and the consummation of the Transactions, including the fees, costs, expenses and disbursements of counsel, accountants, advisors and
consultants of the Company and its Subsidiaries, to the extent unpaid prior to the Closing; provided that, any engagement letters
the Company intends to enter into with any (i) financial advisors or (ii) capital markets advisors will, in each case, require
the prior written consent of SPAC.

 “ Company Voting and
Support Agreement ” has the meaning specified in the Recitals.

 “ Company Warrants ”
means all issued and outstanding warrants to acquire shares of Company Common Stock or Company Preferred Stock, as applicable.

 “ Confidentiality
Agreement ” has the meaning specified in Section 12.09 .

 “ Contracts ”
means any written legally binding contracts, agreements, subcontracts, leases and purchase orders and all material written amendments,
modifications and written supplements thereto.

 “ Conversions ”
has the meaning specified in Section 3.02 .

 “ Cooley ”
has the meaning specified in Section 12.17(b) .

 “ D&O Tail ”
has the meaning specified in Section 8.02(b) .

 “ Data Security Program ”
means Executive Order 14117 and rules issued thereunder, including 28 C.F.R. Part 202, as amended from time to time.

 “ DGCL ”
has the meaning specified in the Recitals.

 “ Dissenting Shares ”
has the meaning specified in Section 3.07 .

 “ Dissenting Stockholders ”
has the meaning specified in Section 3.07 .

 “ DLLCA ”
has the meaning specified in the Recitals.

 “ Domesticated SPAC
Warrant ” has the meaning specified in the Recitals.

 “ Domestication ”
has the meaning specified in the Recitals.

 “ DPA ” has
the meaning specified in Section 6.19 .

 “ Employee Stock Purchase
Plan ” has the meaning specified in Section 8.11.

 “ Enforceability Exceptions ”
has the meaning specified in Section 5.03 .

 “ Environmental Laws ”
means any and all applicable Laws relating to pollution or protection of the environment (including natural resources) or human health
and safety (with respect to exposure to Hazardous Materials), or the use, storage, emission, disposal or release of Hazardous Materials,
each as in effect as of the date of this Agreement.

 8

 “ Equity Incentive
Plan ” has the meaning specified in Section 8.11 .

 “ Equity Plans ”
has the meaning specified in Section 8.11 .

 “ Equity Value ”
means $600,000,000.

 “ ERISA ”
has the meaning specified in Section 5.13(a) .

 “ ERISA Affiliate ”
means each entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c),
(m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the Company and its Subsidiaries,
or that is, or was at the relevant time, a member of the same “controlled group” as the Company and its Subsidiaries pursuant
to Section 4001(a)(14) of ERISA.

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

 “ Exchange Agent ”
has the meaning specified in Section 3.08(a) .

 “ Exchange Pool ”
has the meaning specified in Section 3.08(a) .

 “ Exchange Ratio ”
means the quotient obtained by dividing (i) the Per Common Share Equity Value by (ii) SPAC Share Price.

 “ Exchanged Option ”
has the meaning specified in Section 3.04(b) .

 “ Exchanged Restricted
Stock Unit ” has the meaning specified in Section 3.04(c) .

 “ Excluded Share ”
has the meaning specified in Section 3.03(c) .

 “ Existing SPAC Governing
Document ” means the Amended and Restated Memorandum and Articles of Association of SPAC, as adopted by special resolution on
October 4, 2023 and as in effect on the date hereof.

 “ Export Administration
Regulations ” means 15 C.F.R. §§ 730-774, as implemented or revised from time to time.

 “ Export-Import Laws ”
means all applicable Laws and regulations relating to export, reexport, transfer, and import controls, including the U.S. Export Controls
Act of 2018 (22 U.S.C. 2751 et seq.), the Export Administration Regulations, the International Traffic in Arms Regulations (22 CFR §§
120-130), the customs and import Laws administered by U.S. Customs and Border Protection, the UK export control Laws and regulations and
the EU military and dual-use export control regulations and additional export and import restrictions imposed by EU Member States, and
any export, import and customs Laws of other jurisdictions in which the Company or its Subsidiaries have conducted and/or currently conduct
business.

 “ Financial Statements ”
has the meaning specified in Section 5.08(a) .

 “ First Certificate
of Merger ” has the meaning specified in Section 2.02(a) .

 “ First Effective
Time ” has the meaning specified in Section 2.02(a) .

 9

 “ First Merger ”
has the meaning specified in the Recitals.

 “ Foreign Benefit
Plan ” has the meaning specified in Section 5.13(j) .

 “ Founder Shares ”
means the 6,422,078 shares of SPAC Class B Ordinary Shares that were issued to Sponsor prior to SPAC’s initial public offering
and which are described as “founder shares” in the SPAC Final Prospectus.

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

 “ GAAP ”
means United States generally accepted accounting principles, consistently applied.

 “ Generative AI Tools ”
has the meaning specified in Section 5.19(f)(iii) .

 “ Government Closure ”
has the meaning specified in Section 7.03(a) .

 “ Government Official ”
means any officer or employee of a Governmental Authority or member of a royal family or any department, agency, or instrumentality thereof,
including any political subdivision thereof or any corporation or other Person owned or controlled in whole or in part by any Governmental
Authority or any sovereign wealth fund, or of a public international organization, or any Person acting in an official capacity for or
on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization,
or any political party, party official, or candidate thereof.

 “ Governmental Authority ”
means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency,
governmental commission, department, board, bureau, agency or instrumentality, court or tribunal.

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

 “ Grant Date ”
has the meaning specified in Section 5.13(e) .

 “ Hazardous Material ”
has the meaning specified in Section 5.24(c) .

 “ Holders ”
means all Persons who hold one or more shares of Company Stock as of immediately prior to the First Effective Time.

 “ HSR Act ”
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

 “ ICE ” has
the meaning specified in Section 5.14(g) .

 “ Indebtedness ”
means, with respect to any Person as of any time, without duplication, (i) all indebtedness for borrowed money of such Person or
indebtedness issued by such Person in substitution or exchange for borrowed money, (ii) indebtedness evidenced by any note, bond,
debenture or other debt security, in each case, as of such time of such Person, (iii) obligations of such Person for the deferred
purchase price of property or other services (other than trade payables or accruals incurred in the ordinary course of business), (iv) all
obligations as lessee that are required to be capitalized in accordance with GAAP (other than real estate leases and any other leases
that are only required to be capitalized upon adoption of ASC 842), (v) all obligations of such Person for the reimbursement of any
obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, to the extent
drawn or claimed against, (vi) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under
which payments are obligated to be made by such Person, (vii) any premiums, prepayment fees or other penalties, fees, costs or expenses
associated with payment of any Indebtedness of such Person, and (viii) all obligations of the type referred to in clauses (i) -
(vii) of this definition of any other Person, the payment of which such Person is responsible or liable, directly or indirectly,
as obligor, guarantor, surety or otherwise, including any guarantee of such obligations. Notwithstanding anything to the contrary contained
herein, “Indebtedness” of any Person shall not include any item that would otherwise constitute “Indebtedness”
of such Person that is an obligation between such Person and any wholly-owned Subsidiary of such Person or between any two or more wholly-owned
Subsidiaries of such Person.

 10

 “ Indemnified
Person ” has the meaning specified in Section 8.02(a) .

 “ Indemnitee Affiliates ”
has the meaning specified in Section 8.02(c) .

 “ Information or Document
Request ” means any request or demand for the production, delivery or disclosure of documents or other evidence, or any request
or demand for the production of witnesses for interviews or depositions or other oral or written testimony, by any Regulatory Consent
Authority relating to the Transactions or by any third party challenging the Transactions, including any so called “second request”
for additional information or documentary material or any civil investigative demand made or issued by any Regulatory Consent Authority
or any subpoena, interrogatory or deposition.

 “ Intellectual Property ”
means all intellectual property rights (including with respect to Technology) created, arising, or protected under applicable Law (or
any other similar statutory provision or common law doctrine in the United States or anywhere else in the world), whether registered,
unregistered or registrable, including all: (i) patents, patent applications and such rights in inventions (whether or not patentable
and whether or not reduced to practice), (ii) trademarks, service marks, trade names, trade dress, logos, slogans and other indicia
of commercial source or origin and general intangibles of a like nature, and all goodwill associated with any of the foregoing (collectively,
 “ Trademarks ”), (iii) copyrights, mask works and such rights in copyrightable works and works of authorship, and
moral rights and technical database and design rights, and rights in data collections, (iv) internet domain names and social media
accounts, (v) trade secrets and such rights in confidential information, proprietary information and other non-public information,
including inventions, invention disclosures, inventor’s notes, designs, plans, specifications, unpatented blueprints, drawings,
discoveries and improvements, know-how, manufacturing and production processes and techniques, research and development information, market
know-how, customer lists, and proprietary data (collectively, “ Trade Secrets ”), (vi) any of the foregoing rights
in Software and Technology, (vii) industrial property rights, and (viii) all issuances, registrations and applications to register
(including any reissuances, divisionals, continuations, continuations-in-part, revisions, renewals, extensions, and re-examinations thereof
and rights to claim priority to) any of the foregoing (i) – (vii).

 “ Intended Tax Treatment ”
has the meaning specified in Section 9.05(b) .

 “ Interim Period ”
has the meaning specified in Section 7.01 .

 “ IRS ” means
the Internal Revenue Service.

 “ IT Systems ”
means all computer systems, servers, networks, websites, firmware, computer hardware and equipment used to process, store, maintain and
operate data, information and functions that are owned, controlled, licensed, or leased by a Person, whether or not hosted on third-party
infrastructure, including any Software, hardware, data Processing or management systems, record keeping, communication, telecommunication,
computerized, automated or other similar systems, platforms and networks, and documentation relating to any of the foregoing.

 11

 “ JOBS Act ”
has the meaning specified in Section 8.12 .

 “ Labor Contract ”
has the meaning specified in Section 5.12(a)(ix) .

 “ Labor Union ”
has the meaning specified in Section 5.12(a)(ix) .

 “ Law ” means
any applicable statute, law (including principle of common law and law of equity), ordinance, rule, regulation or Governmental Order,
in each case, of any Governmental Authority.

 “ Leased Real Property ”
means all real property leased by the Company or its Subsidiaries.

 “ Leases ”
has the meaning specified in Section 5.18(c) .

 “ Letter of Transmittal ”
has the meaning specified in Section 3.08(b) .

 “ Licensed Intellectual
Property ” has the meaning specified in Section 5.19(a) .

 “ Lien ”
means any mortgage, deed of trust, pledge, hypothecation, encumbrance, easement, license, option, right of first refusal, security interest
or other lien of any kind.

 “ Malware ”
has the meaning specified in Section 5.19(d) .

 “ Material Adverse
Effect ” means, with respect to the Company, any change, event, effect or occurrence that individually or in the aggregate with
any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on (i) the
business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole or (ii) the ability
of the Company to consummate the Mergers in accordance with the terms of this Agreement; provided , however , that, in the
case of (i), in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining
whether there has been or will be, a “Material Adverse Effect” on the business, results of operations or financial condition
of the Company and its Subsidiaries, taken as a whole: (a) any change in applicable Laws or GAAP or any interpretation thereof, (b) any
change in interest rates or economic, political, business, financial, commodity, currency or market conditions generally, (c) the
announcement or the execution of this Agreement, the pendency or consummation of the Mergers or the performance of this Agreement, including
the impact thereof on relationships, contractual or otherwise, with customers, suppliers, licensors, distributors, partners, providers
and employees ( provided that the exceptions in this clause (c) shall not be deemed to apply to references to “Material
Adverse Effect” in the representations and warranties set forth in Section 5.04 and, to the extent related thereto,
the condition in Section 10.02(a) ), (d) any change generally affecting any of the industries or markets in which the
Company or its Subsidiaries operate or the economy as a whole, including inflation, supply chain disruptions, (e) the compliance
with the terms of this Agreement or the taking of any action required or contemplated by this Agreement or with the prior written consent
of SPAC ( provided that the exceptions in this clause (e) shall not be deemed to apply to references to “Material Adverse
Effect” in the representations and warranties set forth in Section 5.04 and, to the extent related thereto, the condition
in Section 10.02(a) ), (f) any earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster,
act of God or other force majeure event, or acts of terrorism, cyberterrorism, any acts or threats of war (whether or not declared), imposition
of tariffs or trade wars, civil unrest, civil disobedience, sabotage, cybercrime, government shutdowns, national or international calamity,
military action, outbreak of hostilities, declaration of a national emergency or any other similar event, or any change, escalation or
worsening thereof after the date hereof, (g) any national or international political or social conditions in countries in which,
or in the proximate geographic region of which, the Company operates, including the engagement by the United States or such other countries
in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence
or the escalation of any military or terrorist attack upon the United States or such other country, or any territories, possessions, or
diplomatic or consular offices of the United States or such other countries or upon any United States or such other country military installation,
equipment or personnel, (h) any failure of the Company and its Subsidiaries, taken as a whole, to meet any projections, predictions,
forecasts or budgets; provided , that clause (h) shall not prevent or otherwise affect a determination that any change or effect
underlying such failure to meet projections, predictions or forecasts has resulted in, or contributed to, or would reasonably be expected
to result in or contribute to, a Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition
of Material Adverse Effect), or (i) any epidemic, pandemic or disease outbreak or any Law, directive, pronouncement or guideline
issued by a Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization or industry group providing
for business closures, changes to business operations, “sheltering-in-place” or other restrictions that relate to, or arise
out of, an epidemic, pandemic or disease outbreak or any change in such Law, directive, pronouncement or guideline or interpretation thereof
following the date of this Agreement or the Company’s or any of its Subsidiaries’ compliance therewith; provided that,
in the case of clauses (a), (b), (d), (f) and (g) such changes may be taken into account to the extent (but only to the extent)
that such changes have had a disproportionate impact on the Company and its Subsidiaries, taken as a whole, as compared to other companies
operating in the industries in which the Company and its Subsidiaries operate.

 12

 “ Material Contracts ”
has the meaning specified in Section 5.12(a) .

 “ Merger Consideration ”
means the number of shares of SPAC Common Stock issuable to holders of Company Stock in the Mergers pursuant to ‎ARTICLE 3 .

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

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

 “ Merger Subs ”
has the meaning specified in the preamble hereto.

 “ Mergers ”
has the meaning specified in the Recitals.

 “ Modification of
Recommendation ” has the meaning specified in Section 9.02(e) .

 “ Most Recent Balance
Sheet ” has the meaning specified in Section 5.08(a) .

 “ Multiemployer Plan ”
means each Company Benefit Plan that is a “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA
or Section 414(f) of the Code.

 “ Nasdaq ”
means the Nasdaq Stock Market LLC.

 “ National Security
Laws ” means any Law relating to foreign investment or national security.

 “ Note Purchase Agreement ”
has the meaning specified in the Recitals.

 “ NTA Amendment ”
has the meaning specified in Section 9.02(a) .

 “ NYSE ”
means the New York Stock Exchange.

 13

 “ Open Source Software ”
means any software that is distributed (i) as “free software” (as defined by the Free Software Foundation), (ii) as
 “open source software” or pursuant to any license identified as an “open source license” by the Open Source Initiative
(www.opensource.org/licenses) or other license that substantially conforms to the Open Source Definition (opensource.org/osd), or (iii) under
a license that (A) requires source code or derivative works based on such software to be made publicly available under the same license
or (B) prohibits the receipt of consideration in connection with sublicensing or distributing such software.

 “ Outbound Investment
Security Program ” means 31 C.F.R. Part 850, as implemented or revised from time to time.

 “ Owned Intellectual
Property ” means all Intellectual Property and Technology that is owned or purported to be owned by the Company or its Subsidiaries.

 “ Owned Real Property ”
means all real property owned by the Company or its Subsidiaries.

 “ Party ”
and “ Parties ” have the meanings specified in the preamble hereto.

 “ PCBs ”
has the meaning specified in Section 5.24(e)‎ .

 “ Per Common Share
Equity Value ” means the quotient obtained by dividing (i) the sum of (A) the Equity Value minus (B) the
Aggregate Series F Preference Amount plus (C) the aggregate exercise price of all Company Options, in each case to the
extent outstanding (whether vested or unvested) as of immediately prior to the First Effective Time plus (D) the aggregate
exercise price of all Company Warrants, in each case to the extent exercised pursuant to Section 3.05 by (ii) the
Company Total Common Shares.

 “ Per Common Share
Merger Consideration ” means, with respect to any share of Company Common Stock that is issued and outstanding immediately prior
to the First Effective Time after giving effect to the Conversions set forth under Section 3.02 and
 the exercise of any Company Warrants in accordance with Section 3.05 , a number of shares of SPAC Common Stock equal
to (i) the Exchange Ratio multiplied by (ii) one share of Company Common Stock.

 “ Per Share Merger
Consideration ” means, with respect to any share of Company Stock that is issued and outstanding immediately prior to the First
Effective Time after giving effect to the Conversions set forth under Section 3.02 and to the exercise of any Company Warrants
in accordance with Section 3.05 , the number of shares of SPAC Common Stock that the holder of such share of Company Stock
is entitled to receive in respect of such share of Company Stock pursuant to Section 3.01 and Section 3.03 , as
applicable.

 “ Permits ”
has the meaning specified in Section 5.17 .

 “ Permitted Liens ”
means (i) statutory or common law Liens of mechanics, materialmen, warehousemen, landlords, carriers, repairmen, construction contractors
and other similar Liens that arise in the ordinary course of business, that relate to amounts not yet delinquent or that are being contested
in good faith through appropriate Actions, in each case only to the extent appropriate reserves have been established in accordance with
GAAP, (ii) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered
into in the ordinary course of business, (iii) Liens for Taxes not yet delinquent or which are being contested in good faith through
appropriate Actions for which appropriate reserves have been established in accordance with GAAP, (iv) Liens, encumbrances and restrictions
on Leased Real Property (including easements, covenants, rights of way and similar restrictions of record) that (A) are matters of
record, (B) would be disclosed by a current, accurate survey or physical inspection of such Leased Real Property, and (C) do
not materially interfere with the present uses of such Leased Real Property, (v) Liens that (A) were not incurred in connection
with indebtedness for borrowed money and (B) are not material to the Company and its Subsidiaries, taken as a whole, (vi) non-exclusive
licenses of Intellectual Property entered into in the ordinary course of business, (vii) Liens securing any Indebtedness of the Company
and its Subsidiaries, (viii) any Lien that is disclosed on the Most Recent Balance Sheet or notes thereto (or securing liabilities
reflected on such balance sheet), (ix) deemed to be created by this Agreement, any Transaction Agreement or any other document executed
in connection herewith, (x) any Lien that will be released prior to the Closing, and (xi) any other Liens that would not reasonably
be expected to, individually or in the aggregate, materially impair the continued use and operation of the assets to which they relate
in the business of the Company and its Subsidiaries as presently conducted.

 14

 “ 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.

 “ Personal Information ”
means any individually identifiable information (or information that, in combination with other information, could reasonably allow the
identification of an individual or household, or could reasonably be linked, directly or indirectly, to an individual or household) or
which otherwise constitutes “personal data,” “personal information,” “personally identifiable information,”
or a similar term under applicable Privacy Laws.

 “ Personnel IP Agreements ”
has the meaning specified in Section 5.19(c) .

 “ PIPE Investments ”
has the meaning set forth in Section 9.03 .

 “ PIPE Subscription
Agreements ” has the meaning set forth in Section 9.03 .

 “ Policies ”
has the meaning specified in Section 5.16 .

 “ Premium Cap ”
has the meaning specified in Section 8.02(b) .

 “ Privacy Laws ”
means all applicable Laws regarding data privacy, data protection, or data security governing the receipt, collection, compilation, adaptation
or alteration, retrieval, use, storage, processing, sharing, safeguarding, security (technical, administrative and physical), disposal,
destruction, disclosure or transfer (including cross-border) whether or not by automated means (collectively, “ Processing ”,
or “ Processed ”, as applicable) of Personal Information by or for the Company, including, but not limited to, to the
extent applicable, the California Consumer Privacy Act as amended by the California Privacy Rights Act (CCPA), EU General Data Protection
Regulation (GDPR), Controlling the Assault of Non-Solicited Pornography and Marketing (CAN-SPAM) Act, Telephone Consumer Protection Act
(TCPA), and any and all applicable Laws governing (i) breach notification in connection with Personal Information, (ii) the
use of biometric identifiers, or (iii) the use of Personal Information for marketing purposes.

 “ Privacy Requirements ”
has the meaning specified in Section 5.19(g) .

 “ Proxy Clearance
Date ” has the meaning specified in Section 9.02(a) .

 “ Proxy Statement ”
has the meaning specified in Section 9.02(a) .

 “ Registered Intellectual
Property ” has the meaning specified in Section 5.19(a) .

 15

 “ Registration Statement ”
means the Registration Statement on Form S-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 SPAC under the Securities Act with respect to SPAC Common
Stock to be issued in connection with the transactions contemplated by this Agreement.

 “ Regulatory Consent
Authorities ” means a Governmental Authority, including for the avoidance of doubt, the Antitrust Division of the United States
Department of Justice or the United States Federal Trade Commission, as applicable.

 “ Representative ”
means, as to any Person, any of the officers, directors, managers, employees, counsel, accountants, financial or capital markets advisors,
placement agents and consultants of such Person.

 “ Required Company
Information ” has the meaning specified in Section 7.05(a) .

 “ Sanctioned Party ”
means any Person that is the subject or target of any Sanctions, including any Person: (i) organized under the Laws of, ordinarily
resident in, or located in a country or territory that is the subject of comprehensive Sanctions (currently, Cuba, Iran, North Korea,
the Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine, and prior to July 1, 2025, Syria); (ii) designated
on any sanctioned parties list including those administered by the United States, European Union, United Kingdom, or any Governmental
Authority that enforces Sanctions with jurisdiction over the Company or any of its Subsidiaries (including the U.S. Department of the
Treasury’s Office of Foreign Assets Control’s (“ OFAC ”) Specially Designated Nationals and Blocked Persons
List, Foreign Sanctions Evaders List, Sectoral Sanctions Identification List, the Consolidated List of Persons, Groups, and Entities Subject
to EU Financial Sanctions, and the UK’s Consolidated Sanctions List); or (iii) fifty percent (50%) or more owned or, where
relevant under applicable Sanctions, controlled, individually or in the aggregate, by one or more Persons described in subparagraph (i) or
(ii) of this clause.

 “ Sanctions ”
means economic or financial sanctions, requirements or trade embargoes imposed, administered or enforced by the United States (including,
but not limited to, OFAC, the U.S. Department of State and the U.S. Department of Commerce), the United Nations Security Council, the
European Union, the United Kingdom or any other Governmental Authority with jurisdiction over the Company or any of its Subsidiaries.

 “ Schedules ”
means (i) the Company Disclosure Letter or (ii) the SPAC Disclosure Letter, as applicable.

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

 “ SEC Reports ”
has the meaning specified in Section 6.09(a) .

 “ Second Certificate
of Merger ” has the meaning specified in Section 2.02(b) .

 “ Second Effective
Time ” has the meaning specified in Section 2.02(b) .

 “ Second Merger ”
has the meaning specified in the Recitals.

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

 “ Securities Laws ”
means the securities Laws of any state, federal or foreign entity.

 16

 “ Security Incident ”
means any actual (i) unauthorized or unlawful access, acquisition, exfiltration, manipulation, erasure, loss, use or disclosure that
compromises the confidentiality, integrity, availability or security of Company IT Systems, (ii) unauthorized acquisition, interruption,
modification, loss, theft, corruption, interference or unauthorized Processing of any data or information; or (iii) compromise, intrusion,
misuse, interference or unauthorized access to or use of any Company IT Systems, or any unauthorized Processing of any data or information
hosted, stored on or accessed therefrom, including any ransomware attack, distributed denial-of-service attack or any other similar incident,
in each instance, regardless of whether any such an incident or breach triggers any notice or reporting obligations under applicable Laws.

 “ Series F Preference
Amount ” means, with respect to a holder of shares of Company Series F Preferred Stock, such holder’s aggregated Series F
Preferred Liquidation Amount (as defined in the Company Certificate of Incorporation) in respect of such shares of Company Series F
Preferred Stock.

 “ Series F-1
Preference Amount ” means, with respect to a holder of shares of Company Series F-1 Preferred Stock, such holder’s
aggregated Series F-1 Preferred Liquidation Amount (as defined in the Company Certificate of Incorporation) in respect of such shares
of Company Series F-1 Preferred Stock.

 “ Series F-2
Preference Amount ” means, with respect to a holder of shares of Company Series F-2 Preferred Stock, such holder’s
aggregated Series F-2 Preferred Liquidation Amount (as defined in the Company Certificate of Incorporation) in respect of such shares
of Company Series F-2 Preferred Stock.

 “ Series F-3-A
Preference Amount ” means, with respect to a holder of shares of Company Series F-3-A Preferred Stock, such holder’s
aggregated Series F-3-A Preferred Liquidation Amount (as defined in the Company Certificate of Incorporation) in respect of such
shares of Company Series F-3-A Preferred Stock.

 “ Series F-3-B
Preference Amount ” means, with respect to a holder of shares of Company Series F-3-B Preferred Stock, such holder’s
aggregated Series F-3-B Preferred Liquidation Amount (as defined in the Company Certificate of Incorporation) in respect of such
shares of Company Series F-3-B Preferred Stock.

 “ Series F-3-C
Preference Amount” means, with respect to a holder of shares of Company Series F-3-C Preferred Stock, such holder’s
aggregated Series F-3-C Preferred Liquidation Amount (as defined in the Company Certificate of Incorporation) in respect of such
shares of Company Series F-3-C Preferred Stock.

 “ Series F-3-D
Preference Amount ” means, with respect to a holder of shares of Company Series F-3-D Preferred Stock, such holder’s
aggregated Series F-3-D Preferred Liquidation Amount (as defined in the Company Certificate of Incorporation) in respect of such
shares of Company Series F-3-D Preferred Stock.

 “ Series F-3-W
Preference Amount ” means, with respect to a holder of shares of Company Series F-3-W Preferred Stock, such holder’s
aggregated Series F-3-W Preferred Liquidation Amount (as defined in the Company Certificate of Incorporation) in respect of such
shares of Company Series F-3-W Preferred Stock.

 “ Software ”
means any and all computer programs and other software, including any and all software implementation of algorithms, models and methodologies,
whether in source code, object code, human readable form or other form, and all documentation, including development, testing, diagnostic,
support, user and training documentation, related to any of the foregoing.

 17

 “ SPAC ”
has the meaning specified in the preamble hereto. For the avoidance of doubt, the term “SPAC” shall include from and after
the Domestication and the Closing, ZincFive, Inc.

 “ SPAC Board Recommendation ”
has the meaning specified in the Recitals.

 “ SPAC Bylaws Upon
Domestication ” has the meaning specified in the Recitals.

 “ SPAC Charter Upon
Domestication ” has the meaning specified in the Recitals.

 “ SPAC Class A
Ordinary Share ” means the Class A ordinary shares, par value $0.0001 per share, of SPAC prior to the Domestication.

 “ SPAC Class B
Ordinary Share ” means the Class B ordinary shares, par value $0.0001 per share, of SPAC prior to the Domestication.

 “ SPAC Closing Statement ”
has the meaning specified in Section 4.02 .

 “ SPAC Common Stock ”
means (i) prior to the Domestication, the SPAC Class A Ordinary Shares, and (ii) from and after the Domestication, the
shares of common stock, par value $0.0001 per share, of SPAC.

 “ SPAC Cure Period ”
has the meaning specified in Section 11.01(c) .

 “ SPAC Disclosure
Letter ” has the meaning specified in ‎ ARTICLE 6 .

 “ SPAC Final Prospectus ”
has the meaning specified in Section 6.07(a) .

 “ SPAC Material Adverse
Effect ” means, with respect to SPAC, a material adverse effect on: (i) the ability of any SPAC Party to enter into this
Agreement or any Transaction Agreement and perform its respective obligations thereunder or consummate the Transactions or (ii) the
business, condition (financial or otherwise), assets, liabilities or operations of SPAC, provided , however, that none of the following,
alone or in combination, shall be deemed to constitute or be taken into account in the determination of whether, there has been or will
be a SPAC Material Adverse Effect under this clause (ii): (a) any change in applicable Laws or GAAP or any interpretation thereof,
(b) any change in interest rates or economic, political, business, financial, commodity, currency or market conditions generally,
(c) any actions taken or not taken by SPAC, or such other changes or events, in each case, which (I) the Company has consented
in writing or (II) are required by, contemplated by or compliant with this Agreement ( provided that the exceptions in this
clause (c) shall not be deemed to apply to references to “Material Adverse Effect” in the representations and warranties
set forth in Section 6.03 and, to the extent related thereto, the condition in Section 10.03(a) ) and (d) the
announcement or the execution of this Agreement, the pendency or consummation of the Mergers or the performance of this Agreement ( provided
that the exceptions in this clause (d) shall not be deemed to apply to references to “SPAC Material Adverse Effect” in
the representations and warranties set forth in Section 6.03 and, to the extent related thereto, the condition in Section 10.03(a) ),
(e) any change generally affecting special purpose acquisition companies, (f) any earthquake, hurricane, tsunami, tornado, flood,
mudslide, wild fire or other natural disaster, act of God or other force majeure event, or acts of terrorism, cyberterrorism, any acts
or threats of war (whether or not declared), imposition of tariffs or trade wars, civil unrest, civil disobedience, sabotage, cybercrime,
government shutdowns, national or international calamity, military action, outbreak of hostilities, declaration of a national emergency
or any other similar event, or any change, escalation or worsening thereof after the date hereof, (g) any national or international
political or social conditions in countries in which, or in the proximate geographic region of which, SPAC operates, including the engagement
by the United States or such other countries in hostilities or the escalation thereof, whether or not pursuant to the declaration of a
national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States or such other
country, or any territories, possessions, or diplomatic or consular offices of the United States or such other countries or upon any United
States or such other country military installation, equipment or personnel, (h) any failure of SPAC to meet any projections, predictions,
forecasts or budgets; provided , that clause (h) shall not prevent or otherwise affect a determination that any change or effect
underlying such failure to meet projections, predictions or forecasts has resulted in, or contributed to, or would reasonably be expected
to result in or contribute to, a SPAC Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this
definition of SPAC Material Adverse Effect), or (i) any epidemic, pandemic or disease outbreak or any Law, directive, pronouncement
or guideline issued by a Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization or industry
group providing for business closures, changes to business operations, “sheltering-in-place” or other restrictions that relate
to, or arise out of, an epidemic, pandemic or disease outbreak or any change in such Law, directive, pronouncement or guideline or interpretation
thereof following the date of this Agreement or SPAC’s compliance therewith; provided that, in the case of clauses (a), (b),
(e), (f) and (g) such changes may be taken into account to the extent (but only to the extent) that such changes have had a
disproportionate impact on SPAC, as compared to other companies operating in the industries in which SPAC operates. Notwithstanding the
foregoing, with respect to SPAC, the amount of the SPAC Stockholder Redemption or the failure to obtain the approval of the SPAC Stockholder
Matters shall not in and of itself be deemed to be a SPAC Material Adverse Effect on or with respect to SPAC (provided that the underlying
causes of any such SPAC Stockholder Redemption or failure to obtain the approval of the SPAC Stockholder Matters may be considered in
determining whether a SPAC Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by
another exception herein; and provided, further, with respect to the failure to obtain the approval of the SPAC Stockholder Matters, that
SPAC has not violated its obligations under this Agreement in connection with obtaining the approval of the SPAC Stockholder Matters).

 18

 “ SPAC Organizational
Documents ” means, (i) prior to the Domestication, the Existing SPAC Governing Document, as amended and in effect on the
date hereof, and (ii) following the Domestication and prior to the First Effective Time, the SPAC Charter Upon Domestication and
SPAC Bylaws Upon Domestication.

 “ SPAC Parties ”
means SPAC and Merger Subs.

 “ SPAC Party Representations ”
means the representations and warranties of SPAC and Merger Subs expressly and specifically set forth in ‎ARTICLE 6 of
this Agreement, as qualified by the SPAC Disclosure Letter.

 “ SPAC Preferred Shares ”
means, prior to the Domestication, the preferred shares, par value $0.0001 per share, of SPAC.

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

 “ SPAC Share Price ”
means ten dollars ($10.00).

 “ SPAC Specified Representations ”
has the meaning specified in Section 10.03(a)(i) .

 “ SPAC Stockholder
Matters ” has the meaning specified in Section 9.02(a) .

 “ SPAC Stockholder
Redemption ” has the meaning specified in Section 9.02(a) .

 19

 “ SPAC Stockholders ”
means (i) prior to the Domestication, the holders of SPAC Shares, and (ii) following the Domestication, the holders of shares
of SPAC Common Stock.

 “ SPAC Transaction
Expenses ” means all fees, costs and expenses of SPAC incurred prior to and through the Closing Date in connection with the negotiation,
preparation and execution of this Agreement, the other Transaction Agreements, the performance and compliance with all Transaction Agreements
and covenants contained herein to be performed or complied with at or before Closing, and the consummation of the Transactions, including,
subject to Section 12.05 , any (i) fees, costs and expenses related to the D&O Tail, (ii) deferred underwriting
fees, (iii) fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of SPAC, (iv) any amounts
outstanding under any Working Capital Loans (except to the extent converted into Cayman SPAC Warrants prior to the Closing), and (v) any
Transfer Taxes.

 “ Special Meeting ”
has the meaning specified in Section 9.02(e) .

 “ Sponsor ”
means SLG SPAC Fund LLC, a Delaware limited liability company.

 “ Sponsor Agreement ”
means that certain Letter Agreement, dated as of the date of this Agreement, by and among Sponsor, SPAC and the other parties thereto,
as amended, restated, modified or supplemented from time to time.

 “ Sponsor Group ”
has the meaning specified in Section 12.17(a) .

 “ Sponsor Share Conversion ”
has the meaning specified in the Recitals.

 “ Standard Employment
Agreements ” has the meaning specified in Section 5.13(a) .

 “ Stock Exchange ”
means a stock exchange as defined in Section 6 of the Exchange Act or such other stock exchange as the Company and SPAC may mutually
agree prior to the Closing.

 “ Stockholder Action ”
has the meaning specified in Section 9.08 .

 “ Stockholder Action
Expenses ” has the meaning specified in Section 9.08 .

 “ Subsidiary ”
means, with respect to a Person, any corporation or other organization (including a limited liability company, exempted company, partnership
or such other entity), whether incorporated or unincorporated, of which such Person directly or indirectly owns or controls a majority
of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others
performing similar functions with respect to such corporation or other organization or any organization of which such Person or any of
its Subsidiaries is, directly or indirectly, a general partner or managing member.

 “ Surviving Corporation ”
has the meaning specified in the Recitals.

 “ Surviving Entity ”
has the meaning specified in the Recitals.

 “ Surviving Provisions ”
has the meaning specified in Section 11.02 .

 “ Tax ” or
 “ Taxes ” means (i) any and all federal, state, provincial, territorial, local, non-U.S. and other net income tax,
alternative or add-on minimum tax, franchise tax, gross income, adjusted gross income or gross receipts tax, employment related tax (including
employee withholding or employer payroll tax) ad valorem, transfer, franchise, license, excise, severance, stamp, occupation, premium,
personal property, real property, capital stock, profits, disability, registration, value added, estimated, customs duties, and sales
or use tax, or other tax or like assessment in the nature of a tax (whether payable directly or by withholding), in each case that is
imposed by a Governmental Authority; (ii) any interest, penalties, addition to tax or additional amounts relating to any items in
clause (i) or this clause (ii); and (iii) any liability for any items described in clauses (i) and (ii) of this definition
payable by reason of Contract, assumption, transferee or successor liability, operation of applicable Law, or Treasury Regulations Section 1.1502-6(a) (or
any similar provision of Law or any predecessor or successor thereof) or otherwise.

 20

 “ Tax Return ”
means any return, report, statement, refund, claim, declaration, information return, statement, estimate or other document filed or required
to be filed with a Governmental Authority in respect of Taxes, including any schedule or attachment thereto and including any amendments
thereof.

 “ Technology ”
means, collectively, all Software, formulae, algorithms, procedures, methods, techniques, technical data, programs, subroutines, tools,
materials, processes, apparatus, creations, and other similar materials, and all recordings, graphs, reports, analyses, and other writings,
and other tangible embodiments of the foregoing or of Intellectual Property, in any form whether or not specifically listed herein.

 “ Terminating Company
Breach ” has the meaning specified in Section 11.01(b) .

 “ Terminating SPAC
Breach ” has the meaning specified in Section 11.01(c) .

 “ Termination Date ”
has the meaning specified in Section 11.01(b) .

 “ Trading Day ”
means any day on which shares of SPAC Common Stock are actually traded on Trading Market.

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

 “ Transaction Agreements ”
means this Agreement, the Sponsor Agreement, the A&R Registration Rights Agreement, the Company Voting and Support Agreements, the
SPAC Charter Upon Domestication, the SPAC Bylaws Upon Domestication, the PIPE Subscription Agreements and all of the agreements, documents,
instruments and certificates entered into in connection herewith or therewith and any and all exhibits and schedules thereto.

 “ Transactions ”
means the transactions contemplated by this Agreement, the Transaction Agreements and the PIPE Investments, including the Mergers and
the Conversions.

 “ Treasury Regulations ”
means the regulations promulgated under the Code.

 “ Trust Account ”
has the meaning specified in Section 6.07(a) .

 “ Trust Agreement ”
has the meaning specified in Section 6.07(a) .

 “ Trustee ”
has the meaning specified in Section 6.07(a) .

 “ WARN Act ”
has the meaning specified in Section 5.14(c) .

 21

 “ Warrant Agreement ”
means the Warrant Agreement, dated as October 5, 2023, by and between SPAC and Continental Stock Transfer & Trust Company ,
a New York corporation , as warrant agent.

 “ Wilson ”
has the meaning specified in Section 12.17(a) ‎.

 “ Working Capital
Loan ” means any loan made to SPAC by any of Sponsor or any of SPAC’s officers or directors, and evidenced by a promissory
note, for the purpose of financing SPAC Transaction Expenses.

 “ Written Consent ”
has the meaning specified in Section 9.02(g) .

 “ Written Consent
Failure ” has the meaning specified in Section 9.02(g) .

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

 “ ZNF Group ”
has the meaning specified in Section 12.17(b) .

 Section 1.02.           Construction .

 (a)             Unless
the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular
or plural number also include the plural or singular number, respectively, (iii) the terms “hereof,” “herein,”
 “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, and the term “date hereof”
refers to the date of the execution of this Agreement, (iv) the terms “Article”, “Section”, “Schedule”,
 “Exhibit” and “Annex” refer to the specified Article, Section, Schedule, Exhibit or Annex of or to this Agreement
unless otherwise specified, (v) the word “including” shall mean “including without limitation,” (vi) the
word “or” shall be disjunctive but not exclusive, and (vii) the phrase “to the extent” means the degree to
which a thing extends (rather than if).

 (b)             When
used herein, “ordinary course of business” means an action taken, or omitted to be taken, in the ordinary and usual course
of the Company’s and its Subsidiaries’ business, consistent with past practice.

 (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.

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

 22

 (e)             The
language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of
strict construction shall be applied against any Party.

 (f)             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.

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

 (h)             The
phrases “provided to,” “furnished to,” “made available” and phrases of similar import when used herein,
unless the context otherwise requires, means that a copy of the information or material referred to has been provided no later than 6:00
p.m. (New York Time) on the day immediately prior to the date of this Agreement to the Party to which such information or material
is to be provided or furnished (i) in the virtual “data room” set up by the Company in connection with this Agreement
or (ii) by delivery to such Party or its legal counsel via electronic mail or hard copy form.

 Section 1.03.           Knowledge .
As used herein, the phrase “to the knowledge” shall mean the actual knowledge of, in the case of the Company, the individuals
set forth on Section 1.03 of the Company Disclosure Letter (and, solely with respect to knowledge of matters related to the
individuals set forth on Section 1.03 of the Company Disclosure Letter, as of the date of this Agreement only) and, in the
case of the SPAC Parties, the individuals set forth on Section 1.03 of the SPAC Disclosure Letter.

 Section 1.04.           Equitable
Adjustments . If, following the date of this Agreement, the outstanding Company Stock or shares of SPAC Common Stock shall have been
changed into a different number of shares or a different class, by reason of any stock or share dividend, subdivision, reclassification,
reorganization, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, or if there shall
have been any breach by SPAC with respect to its covenant not to issue shares of SPAC Common Stock or rights to acquire SPAC Common Stock
under Section 8.03(a) , then any number, value (including dollar value) or amount contained herein which is based upon the
number of shares of Company Stock or shares of SPAC Common Stock, as applicable, will be appropriately adjusted to provide to the Holders
or SPAC Stockholders, as applicable, the same economic effect as contemplated by this Agreement prior to such event; provided ,
 however , that this ‎ Section 1.04 shall not be construed to permit SPAC, the Company or Merger Subs to take any
action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement.

 Article 2

 The Mergers

 Section 2.01.           The
Mergers .

 (a)             Upon
the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the First Effective Time, Merger
Sub I shall be merged with and into the Company, whereupon the separate corporate existence of Merger Sub I shall cease and the Company
shall continue as the Surviving Corporation and a direct wholly-owned Subsidiary of SPAC. The First Merger shall have the effects set
forth in this Agreement and the applicable provisions of the DGCL.

 23

 (b)             Immediately
following the First Effective Time, upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the
DGCL and the DLLCA, the Surviving Corporation shall be merged with and into Merger Sub II, whereupon the separate corporate existence
of the Surviving Corporation shall cease and Merger Sub II shall continue as the Surviving Entity and a direct wholly-owned Subsidiary
of SPAC. The Second Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL and the DLLCA.

 Section 2.02.           First
Effective Time; Second Effective Time .

 (a)             Subject
to the terms and conditions of this Agreement, on the Closing Date, the Parties shall cause the First Merger to be consummated by filing
a certificate of merger in substantially the form attached as Exhibit F (the “ First Certificate of Merger ”)
with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The First Merger shall become effective
at such time as the First Certificate of Merger is filed with the Secretary of State of the State of Delaware (or at such later time as
may be agreed by the Company and SPAC and specified in the First Certificate of Merger) (the “ First Effective Time ”).

 (b)             Immediately
following the First Effective Time, the Parties shall cause the Second Merger to be consummated by filing a certificate of merger in substantially
the form attached as Exhibit G (the “ Second Certificate of Merger ”) with the Secretary of State of the
State of Delaware in accordance with Section 18-209 of the DLLCA and Section 264 of the DGCL. The Second Merger shall become
effective at such time as the Second Certificate of Merger is filed with the Secretary of State of the State of Delaware (or at such later
time as may be agreed by the Company and SPAC and specified in the Second Certificate of Merger) (the “ Second Effective Time ”).

 Section 2.03.           Effect
of the Mergers . At the First Effective Time, the effects of the First Merger, and at the Second Effective Time, the effects of the
Second Merger, shall be as provided in this Agreement, the First Certificate of Merger, the Second Certificate of Merger, and the applicable
provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto: (i) at the First Effective
Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub I shall vest in the Surviving Corporation,
and all debts, liabilities and duties of the Company and Merger Sub I shall become the debts, liabilities and duties of the Surviving
Corporation and (ii) at the Second Effective Time, all of the property, rights, privileges, powers and franchises of the Surviving
Corporation and Merger Sub II shall vest in the Surviving Entity, and all debts, liabilities and duties of the Surviving Corporation and
Merger Sub II shall become the debts, liabilities and duties of the Surviving Entity.

 Section 2.04.           Governing
Documents .

 (a)             At
the First Effective Time, the certificate of incorporation of the Company in effect as of immediately prior to the First Effective Time
shall be amended and restated in the form attached hereto as Exhibit H , and, as so amended and restated, shall be the certificate
of incorporation of the Surviving Corporation until thereafter amended or modified in accordance with its terms and the DGCL.

 (b)             At
the First Effective Time, the bylaws of the Company in effect as of immediately prior to the First Effective Time shall be amended and
restated to conform to the bylaws of Merger Sub I, and, as so amended and restated, shall be the bylaws of the Surviving Corporation until
thereafter amended in accordance with applicable Law.

 (c)             At
the Second Effective Time, the limited liability company agreement of Merger Sub II as in effect immediately prior to the Second Effective
Time shall be amended and restated in the form attached hereto as Exhibit I , and, as so amended and restated, shall be the
limited liability company agreement of the Surviving Entity until thereafter amended or modified in accordance with its terms and the
DLLCA.

 24

 Section 2.05.           Directors
and Officers of the Surviving Entity .

 (a)             Prior
to the First Effective Time, each of SPAC and Merger Subs shall cause the individuals identified in writing by the Company prior to the
Closing to be designated or appointed as the directors and officers of Merger Sub I and Merger Sub II, as applicable, effective as of
immediately prior to the First Effective Time. Immediately after the Second Effective Time, the officers of the Surviving Entity shall
be the officers of Merger Sub II immediately prior to the First Effective Time.

 (b)             The
Parties shall use reasonable best efforts to cause the individuals nominated for election in the Registration Statement in accordance
with Section 8.09 to comprise the board of directors of SPAC immediately following the First Effective Time, each to hold
office in accordance with the DGCL, the SPAC Charter Upon Domestication and the SPAC Bylaws Upon Domestication and until their respective
successors are duly elected or appointed and qualified.

 Section 2.06.           Further
Assurances . If, at any time after the First Effective Time, any further action is necessary or desirable to carry out the purposes
of this Agreement and to vest the Surviving Entity following the Mergers with full right, title and possession to all assets, property,
rights, privileges, powers and franchises of the Company and Merger Subs, the applicable directors and officers of the Company and Merger
Subs (or their designees) are fully authorized in the name of their respective corporations/companies or otherwise to take, and will take,
all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

 Article 3

 Merger Consideration; Conversion of Securities

 Section 3.01.           Effect
of the Mergers on Company Series F Stock .

 (a)              On
the terms and subject to the conditions set forth in this Agreement, e ach share of Company Series F Preferred Stock issued
and outstanding immediately prior to the First Effective Time (other than any shares of Company Series F Preferred Stock that
are Excluded Shares or Dissenting Shares) will be automatically surrendered and shall cease to exist,
and each holder of Company Series F Preferred Stock will receive a number of shares
of SPAC Common Stock equal to (i) such holder’s Series F Preference Amount divided by (ii) the SPAC
Share Price, rounded to the nearest whole share (with 0.5 of a share or greater rounded up).

 (b)              On
the terms and subject to the conditions set forth in this Agreement, e ach share of Company Series F-1 Preferred Stock issued
and outstanding immediately prior to the First Effective Time (other than any shares of Company Series F-1 Preferred Stock
that are Excluded Shares or Dissenting Shares) will be automatically surrendered and shall cease
to exist, and each holder of Company Series F-1 Preferred Stock will receive a number
of shares of SPAC Common Stock equal to (i) such holder’s Series F-1 Preference Amount divided by (ii) the
SPAC Share Price, rounded to the nearest whole share (with 0.5 of a share or greater rounded up).

 (c)              On
the terms and subject to the conditions set forth in this Agreement, e ach share of Company Series F-2 Preferred Stock issued
and outstanding immediately prior to the First Effective Time (other than any shares of Company Series F-2 Preferred Stock
that are Excluded Shares or Dissenting Shares) will be automatically surrendered and shall cease
to exist, and each holder of Company Series F-2 Preferred Stock will receive a number
of shares of SPAC Common Stock equal to (i) such holder’s Series F-2 Preference Amount divided by (ii) the
SPAC Share Price, rounded to the nearest whole share (with 0.5 of a share or greater rounded up).

 25

 (d)              On
the terms and subject to the conditions set forth in this Agreement, e ach share of Company Series F-3-A Preferred Stock issued
and outstanding immediately prior to the First Effective Time (other than any shares of Company Series F-3-A Preferred Stock
that are Excluded Shares or Dissenting Shares) will be automatically surrendered and shall cease
to exist, and each holder of Company Series F-3-A Preferred Stock will receive a number
of shares of SPAC Common Stock equal to (i) such holder’s Series F-3-A Preference Amount divided by (ii) the
SPAC Share Price, rounded to the nearest whole share (with 0.5 of a share or greater rounded up).

 (e)              On
the terms and subject to the conditions set forth in this Agreement, e ach share of Company Series F-3-B Preferred Stock issued
and outstanding immediately prior to the First Effective Time (other than any shares of Company Series F-3-B Preferred Stock
that are Excluded Shares or Dissenting Shares) will be automatically surrendered and shall cease
to exist, and each holder of Company Series F-3-B Preferred Stock will receive a number
of shares of SPAC Common Stock equal to (i) such holder’s Series F-3-B Preference Amount divided by (ii) the
SPAC Share Price, rounded to the nearest whole share (with 0.5 of a share or greater rounded up).

 (f)              On
the terms and subject to the conditions set forth in this Agreement, e ach share of Company Series F-3-C Preferred Stock issued
and outstanding immediately prior to the First Effective Time (other than any shares of Company Series F-3-C Preferred Stock
that are Excluded Shares or Dissenting Shares) will be automatically surrendered and shall cease
to exist, and each holder of Company Series F-3-C Preferred Stock will receive a number
of shares of SPAC Common Stock equal to (i) such holder’s Series F-3-C Preference Amount divided by (ii) the
SPAC Share Price, rounded to the nearest whole share (with 0.5 of a share or greater rounded up).

 (g)              On
the terms and subject to the conditions set forth in this Agreement, e ach share of Company Series F-3-D Preferred Stock issued
and outstanding immediately prior to the First Effective Time (other than any shares of Company Series F-3-D Preferred Stock
that are Excluded Shares or Dissenting Shares) will be automatically surrendered and shall cease
to exist, and each holder of Company Series F-3-D Preferred Stock will receive a number
of shares of SPAC Common Stock equal to (i) such holder’s Series F-3-D Preference Amount divided by (ii) the
SPAC Share Price, rounded to the nearest whole share (with 0.5 of a share or greater rounded up).

 (h)              On
the terms and subject to the conditions set forth in this Agreement, e ach share of Company Series F-3-W Preferred Stock issued
and outstanding immediately prior to the First Effective Time (other than any shares of Company Series F-3-W Preferred Stock
that are Excluded Shares or Dissenting Shares) will be automatically surrendered and shall cease
to exist, and each holder of Company Series F-3-W Preferred Stock will receive a number
of shares of SPAC Common Stock equal to (i) such holder’s Series F-3-W Preference Amount divided by (ii) the
SPAC Share Price, rounded to the nearest whole share (with 0.5 of a share or greater rounded up).

 Section 3.02.           Conversion
of Company Preferred Stock . The Company shall take all actions necessary or appropriate so that, immediately prior to the Closing,
all of the Company Preferred Stock (other than Company Series F Stock) shall be converted into Company Common Stock in accordance
with the terms of the Company Certificate of Incorporation (the “ Conversions ”). All of the Company Preferred Stock
converted into Company Common Stock shall no longer be outstanding, shall be deemed cancelled and terminated, as applicable, and each
holder of Company Preferred Stock (other than Company Series F Stock) shall thereafter cease to have any rights with respect to such
Company Preferred Stock.

 26

 Section 3.03.           Effect
of Mergers on Company Common Stock . On the terms and subject to the conditions set forth herein, at the First Effective Time, by virtue
of the First Merger and without any further action on the part of any Party, any Holder or SPAC Stockholder, the following shall occur:

 (a)              On
the terms and subject to the conditions set forth in this Agreement, each share of Company Common Stock issued and outstanding immediately
prior to the First Effective Time after giving effect to (i) the Conversions and (ii) the exercise of any Company Warrants
in accordance with Section 3.05 will be automatically surrendered and shall cease to
exist, and be exchanged for the right to receive a number of shares of SPAC Common Stock equal to the Exchange Ratio .
From and after the First Effective Time, such Person that, immediately prior to the First Effective Time, was registered as a holder of
the Company Common Stock (other than Excluded Shares and Dissenting Shares, and after giving effect to the Conversions described in Section 3.02
a nd the exercise of any Company Warrants describe in Section 3.05 ) in the share
transfer books of the Company shall thereafter cease to be a stockholder of the Company and only have the right to receive the Per Common
Share Merger Consideration in accordance with the terms of this Agreement. At the First Effective Time, the share transfer books of the
Company shall be closed, and no transfer of Company Common Stock shall be made thereafter.

 (b)              Each
issued and outstanding share of common stock of Merger Sub I shall be converted into and become one validly issued, fully paid and nonassessable
 share of common stock of the Surviving Corporation . From and after the First Effective Time,
all certificates and book-entry notations representing the common stock of Merger Sub I shall be deemed for all purposes to represent
the number of common shares of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

 (c)              Each
share of Company Stock held in the Company’s treasury or owned by SPAC, Merger Sub I or the Company immediately prior to the First
Effective Time (each, an “ Excluded Share ”) shall automatically be cancelled and surrendered (as applicable) and no
consideration shall be paid or payable with respect thereto.

 (d)             At
the Second Effective Time, by virtue of the Second Merger and without any further action on the part of any holder thereof, (i) each
share of common stock of the Surviving Corporation shall be canceled and retired and no consideration shall be paid with respect thereto,
and (ii) each membership interest of Merger Sub II outstanding immediately prior to the Second Effective Time shall remain outstanding
and shall constitute all of the membership interests of the Surviving Entity.

 Section 3.04.           Treatment
of Equity Awards .

 (a)              Company
Stock Plans . At the First Effective Time, by virtue of the First Merger and without any further action on the part of any Party, the
Company Equity Plans shall be assumed by SPAC. All Exchanged Options and Exchanged Restricted Stock Units will continue to remain governed
by and subject to the terms and conditions of the applicable assumed Company Equity Plan.

 (b)              Company
Options . At the First Effective Time, each Company Option that is outstanding and unexercised immediately prior to the First Effective
Time shall, by virtue of the Mergers and without any further action on the part of any Party or the holder thereof, whether such Company
Option is vested or unvested, be assumed and converted into an option to purchase a number of shares of SPAC Common Stock, on the same
terms and conditions (including applicable vesting, exercise, termination, and expiration provisions) as are in effect with respect to
each such Company Option immediately prior to the First Effective Time (each, an “ Exchanged Option ”); provided ,
that each Exchanged Option will represent the right to acquire the whole number of shares of SPAC Common Stock, subject to such Exchanged
Option (rounded down to the nearest whole share) equal to the product of (x) the number of shares of Company Common Stock that were
subject to such Company Option immediately prior to the First Effective Time, multiplied by (y) the Exchange Ratio, and such
Exchanged Option’s per-share exercise price shall equal the quotient of (1) the exercise price per share of Company Common
Stock (with any fractional cent otherwise resulting rounded up to the nearest whole cent) at which such Company Option was exercisable
immediately prior to the First Effective Time, divided by (2) the Exchange Ratio; provided , that each Company Option
(A) which is an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance
with the requirements of Section 424 of the Code and (B) shall be adjusted in a manner that complies with or is exempt from
Section 409A of the Code, and any ambiguities or ambiguous terms herein will be interpreted to so comply or be exempt.

 27

 (c)              Company
Restricted Stock Units . At the First Effective Time, each Company Restricted Stock Unit that is outstanding immediately prior to the
First Effective Time shall, by virtue of the Mergers and without any further action on the part of any Party or the holder thereof, whether
such Company Restricted Stock Unit is vested or unvested, be assumed and converted into a restricted stock unit in respect of a number
of shares of SPAC Common Stock, on the same terms and conditions (including applicable vesting, termination, and settlement provisions)
as are in effect with respect to each such Company Restricted Stock Unit immediately prior to the First Effective Time (each, an “ Exchanged
Restricted Stock Unit ”); provided , that each Exchanged Restricted Stock Unit will represent the right to be issued the
whole number of shares of SPAC Common Stock, subject to such Exchanged Restricted Stock Unit (with any fractional share otherwise resulting
rounded to the nearest whole share (with 0.5 of a share or greater rounded up)) equal to the product of (x) the number of Company
Restricted Stock Units, multiplied by (y) the Exchange Ratio.

 (d)              Company
Action . The Company shall take all reasonably necessary actions to effect the treatment of the Company Options and Company Restricted
Stock Units pursuant to Section 3.04(b) and Section 3.04(c) in accordance with the applicable Company
Equity Plan and the applicable award agreements. Prior to the First Effective Time, the Company shall adopt any resolutions and take any
actions which are necessary to cause the Company Equity Plans to be amended to provide that no additional or new grants shall be made
under the Company Equity Plans following the Closing.

 Section 3.05.           Company
Warrants .

 (a)             Each
Company Warrant that is outstanding and unexercised immediately prior to the First Effective Time and that would either automatically
expire worthless or would be exercised or otherwise exchanged in full in accordance with its terms by virtue of the occurrence of the
First Merger, without any election or action by the Company or the holder thereof, shall automatically expire worthless or be exercised
or exchanged in full for the applicable shares of Company Stock, each in accordance with its terms immediately prior to the First Effective
Time, without any action on the part of the Company or the holder thereof, and to the extent applicable, any share of Company Stock issued
or issuable upon exercise of such Company Warrant shall be treated as being issued and outstanding immediately prior to the First Effective
Time and, pursuant to Section 3.01 , Section 3.02 , and Section 3.03 (and without duplication)
shall be canceled and converted into the right to receive the applicable Per Share Merger Consideration in respect of such shares of Company
Stock held by such Company stockholder.

 (b)             Each
Company Warrant that is outstanding and unexercised immediately prior to the First Effective Time and that would not expire worthless
or automatically exercised in full prior to the First Effective Time in accordance with its terms (pursuant to Section 3.05(a) ),
shall be exercised in full by the holder thereof for the applicable shares of Company Stock immediately prior to the First Effective Time,
and to the extent applicable, any Company Stock issued or issuable upon exercise of such Company Warrant shall be treated as being issued
and outstanding immediately prior to the First Effective Time and, pursuant to Section 3.01 , Section 3.02 ,
and Section 3.03 (and without duplication) shall be canceled and converted into the right to receive the applicable Per Share
Merger Consideration in respect of such shares of Company Stock held by such Company stockholder.

 28

 Section 3.06.           Company
Action . The Company shall use reasonable best efforts to cause all of the Company Warrants to be exercised in accordance with Section 3.05
immediately prior to the Closing. All of the Company Warrants which have been exercised into Company Stock shall no longer be outstanding,
shall be deemed cancelled and terminated, as applicable, and each holder of Company Warrants shall thereafter cease to have any rights
with respect to such Company Warrants.

 Section 3.07.           Dissenting
Shares . Notwithstanding anything to the contrary contained in this Agreement, and to the extent available under the DGCL or the Company
Certificate of Incorporation, as applicable, shares of Company Stock that are issued and outstanding immediately prior to the First Effective
Time and that are held by stockholders of record or owned by beneficial owners who either shall have neither voted in favor of the Mergers
nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights for such Company
Stock in accordance with Section 262 of the DGCL (the shares of Company Stock that are the subject to such demand collectively, the
 “ Dissenting Shares ”; record holders and beneficial owners of Dissenting Shares being referred to as “ Dissenting
Stockholders ”), and, otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of appraisal
rights, shall not be converted into, and such Dissenting Stockholders shall have no right to receive, the applicable portion of the Merger
Consideration provided in Article 3 , unless and until such Dissenting Stockholder fails to perfect or waives, withdraws or
otherwise loses his, her or its right to appraisal and payment under the DGCL with respect to such Company Stock, as applicable. Notwithstanding
the foregoing, if any such person shall fail to perfect or otherwise shall waive, withdraw or lose the right to dissent under Section 262
of the DGCL such Person’s Dissenting Shares shall thereupon be deemed to have been converted into, and to have become exchangeable
for, as of the First Effective Time, the right to receive the applicable portion of the Merger Consideration provided in Article 3 ,
without any interest thereon, upon surrender, if applicable. The Company shall serve prompt notice to SPAC of any notices of objection,
notices of dissent or demands for fair value under Section 262 of the DGCL of any of the Company Stock attempted withdrawals of such
notices or demands and any other instruments served pursuant to the DGCL or otherwise and received by the Company, and SPAC shall have
the right to participate in all negotiations and proceedings with respect to such notices and demands. The Company shall not, without
the prior written consent of SPAC (which consent shall not be unreasonably withheld, conditioned or delayed), or as otherwise required
under the DGCL, make any payment with respect to, or settle or offer to settle, any such notices or demands, or agree to do or commit
to do any of the foregoing.

 Section 3.08.           Exchange
Pool .

 (a)             Immediately
prior to or at the First Effective Time, SPAC shall deposit, or cause to be deposited, with Continental Stock Transfer & Trust
Company (the “ Exchange Agent ”) evidence in book-entry form of shares of SPAC Common Stock, representing the number
of shares of SPAC Common Stock sufficient to deliver the Merger Consideration (the “ Exchange Pool ”).

 (b)             As
soon as reasonably practicable after the Proxy Clearance Date, the Company shall, or shall cause the Exchange Agent to, deliver to each
Company Stockholder a letter of transmittal (and any instructions related thereto) in form and substance reasonably acceptable to SPAC
and the Company (the “ Letter of Transmittal ”) to be completed and executed by such Person. The Letter of Transmittal
shall contain, among other things, customary representations of each Company Stockholder, including due authority, valid ownership, title
and interest, absence of encumbrances and ability to engage in the transactions contemplated by this Agreement.

 29

 (c)             Notwithstanding
anything to the contrary contained herein, no fraction of a share of SPAC Common Stock will be issued by virtue of this Agreement or the
Transactions, and each Holder who would otherwise be entitled to a fraction of a share of either such class (after aggregating all shares
of SPAC Common Stock to which such Holder otherwise would be entitled) shall instead have the number of shares of SPAC Common Stock issued
to such Holder rounded up or down to the nearest whole share of SPAC Common Stock (with 0.5 of a share or greater rounded up), as applicable.

 (d)             Promptly
following the earlier of (i) the date on which the entire Exchange Pool has been disbursed and (ii) the date which is nine (9) months
after the First Effective Time, SPAC shall instruct the Exchange Agent to deliver to SPAC any remaining portion of the Exchange Pool and
other documents in its possession relating to the Transactions, and the Exchange Agent’s duties shall terminate. Thereafter, each
Holder may look only to SPAC (subject to applicable abandoned property, escheat or other similar Laws), as general creditors thereof,
for satisfaction of such Holder’s claim for Merger Consideration that such Holder may have the right to receive pursuant to Section 3.03
without any interest thereon.

 (e)             None
of the Company, SPAC, the Surviving Corporation, the Surviving Entity or the Exchange Agent shall be liable to any Person for any portion
of the Merger Consideration 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 Merger Consideration that remains undistributed to the Holders as of immediately
prior to the date on which the Merger Consideration would otherwise escheat to or become the property of any Governmental Authority shall,
to the extent permitted by applicable Law, become the property of SPAC, free and clear of all claims or interest of any Person previously
entitled thereto.

 Section 3.09.           Withholding
Rights . Notwithstanding anything in this Agreement to the contrary, SPAC, Merger Sub I, Merger Sub II, the Company, the Surviving
Corporation, the Surviving Entity and their respective Affiliates shall be entitled to deduct and withhold from amounts otherwise payable
pursuant to this Agreement any amount required to be deducted and withheld with respect to the making of such payment under applicable
Law; provided, however , that if SPAC, Merger Sub I, Merger Sub II, any of their respective Affiliates, or any party acting on their
behalf determines that any payment hereunder is subject to deduction and/or withholding, then SPAC shall, prior to so deducting and/or
withholding, (a) provide written notice to the Company as soon as reasonably practicable after such determination and (b) consult
and cooperate with the Company in good faith to reduce or eliminate any such deduction or withholding to the extent permitted by applicable
Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Authority, such withheld amounts shall be
treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.
Any amounts so withheld shall be timely remitted to the applicable Governmental Authority.

 Section 3.10.           Legend .
Each certificate or book entry position representing the shares of SPAC Common Stock issued pursuant to the right to receive Per Share
Merger Consideration shall bear the legend set forth below, or legend substantially equivalent thereto, together with any other legends
that may be required by any securities laws at the time of the issuance:

 THE SHARES REPRESENTED HEREBY
ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE ISSUER’S BYLAWS. A COPY OF SUCH BYLAWS WILL BE FURNISHED WITHOUT CHARGE
BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

 30

 Article 4

 Closing; Closing Statement

 Section 4.01.           Closing .
On the terms and subject to the conditions set forth in this Agreement, the closing of the Transactions (the “ Closing ”)
shall take place (a) electronically by the mutual exchange of electronic signatures (including portable document format (.PDF)) commencing
as promptly as practicable (and in any event no later than 10:00 a.m. Eastern Time on the third (3rd) Business Day) following the
satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in ‎ ARTICLE 10 (other than
those conditions that by their terms or nature are to be satisfied at the Closing; provided that such conditions are satisfied
or (to the extent permitted by applicable Law) waived at the Closing) or (b) at such other place, time or date as SPAC and the Company
may mutually agree in writing. The date on which the Closing shall occur is referred to herein as the “ Clos…