Graf Global Corp.

EX-99.1 · FORM OF AMENDED & RESTATED PUBCO CERTIFICATE OF INCORPORATION

EX-99.1
 9
 tm2617801d1_ex99-1.htm
 FORM OF AMENDED & RESTATED PUBCO CERTIFICATE OF INCORPORATION

 Exhibit 99.1

 AMENDED AND RESTATED

 CERTIFICATE OF INCORPORATION

 OF

 HALFCOURT
HOLDCO, INC.

 Pursuant to Sections
242 and 245 of the

 Delaware General Corporation
Law

 Halfcourt Holdco, Inc.,
a corporation existing under the laws of the State of Delaware (the “ Corporation ”), by its Chief Executive Officer,
hereby certifies as follows:

 1. The name of the Corporation
is “Halfcourt Holdco, Inc.”

 2. The Corporation’s
original Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on June 5, 2026.

 3. This Amended Restated
Certificate of Incorporation (this “ Certificate ”) restates, integrates and amends the Certificate of Incorporation
of the Corporation.

 4. This Certificate was
duly adopted by the directors and stockholders of the Corporation in accordance with the applicable provisions of Sections 141(f), 228,
242 and 245 of the General Corporation Law of the State of Delaware (“ DGCL ”).

 5. The text of the Certificate
of Incorporation of the Corporation is hereby amended and restated to read in full as follows:

 FIRST:
The name of the corporation is “Big3 Basketball Holdings, Inc.” (hereinafter sometimes referred to as the “ Corporation ”).

 SECOND:
The registered office of the Corporation in the State of Delaware is to be located at Corporation Trust Center, 1209 Orange Street, Wilmington
(New Castle County), Delaware 19801. The name of its registered agent at that address is The Corporation Trust Company.

 THIRD:
The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the DGCL.
In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess
and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business
or purposes of the Corporation. The Corporation is to have a perpetual existence.

 FOURTH:
The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is [__] of which (i) [__]
shares shall be Common Stock of the par value of $0.0001 per share (“ Common Stock ”), representing (a) [__]
shares of Class A Common Stock (“ Class A Common Stock ”) and (b) [__] shares of Class B Common
Stock (“ Class B Common Stock ”), and (ii) [__] shares shall be Preferred Stock of the par value of
$0.0001 per share (“ Preferred Stock ”).

 A. Preferred
Stock . The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to
fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional
or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution
or resolutions adopted by the Board of Directors providing for the issue of such series (a “ Preferred Stock Designation ”)
and as may be permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then
outstanding shares of the capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of
the DGCL or any successor provision thereof, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless
a vote of any such holders is required pursuant to any Preferred Stock Designation.

 1

 B. Rights
of Class A Common Stock and Class B Common Stock .

 (1) Voting. Except
as otherwise required by law or this Certificate (including any Preferred Stock Designation), the holders of shares of Class A Common
Stock and Class B Common Stock shall (a) at all times vote together as a single class on all matters (including the election
of directors) submitted to a vote or for the consent (if action by written consent of the stockholders is permitted at such time under
this Certificate) of the stockholders of the corporation, (b) be entitled to notice of any stockholders’ meeting in accordance
with the Bylaws of the corporation and (c) be entitled to vote upon such matters and in such manner as may be provided by the DGCL.
Except as otherwise expressly provided herein or required by the DGCL, each holder of Class B Common Stock shall have the right to
ten (10) votes per share of Class B Common Stock held of record by such holder and each holder of Class A Common Stock
shall have the right to one (1) vote per share of Class A Common Stock held of record by such holder.

 (2) Dividend
and Distribution Rights. Shares of Class A Common Stock and Class B Common Stock shall be treated equally, identically
and ratably, on a per share basis, with respect to any dividends or distributions as may be declared and paid from time to time by the
Board of Directors out of any assets of the corporation legally available therefor; provided, however, that in the event a dividend is
paid in the form of shares of Class A Common Stock or Class B Common Stock (or rights to acquire such shares), then holders
of Class A Common Stock shall receive shares of Class A Common Stock (or rights to acquire such shares, as the case may be)
and holders of Class B Common Stock shall receive shares of Class B Common Stock (or rights to acquire such shares, as the case
may be), with holders of shares of Class A Common Stock and Class B Common Stock receiving, on a per share basis, an identical
number of shares of Class A Common Stock or Class B Common Stock, as applicable. Notwithstanding the foregoing, the Board of
Directors may pay or make a disparate dividend or distribution per share of Class A Common Stock or Class B Common Stock (whether
in the amount of such dividend or distribution payable per share, the form in which such dividend or distribution is payable, the timing
of the payment, or otherwise) if such disparate dividend or distribution is approved in advance by the affirmative vote (or written consent
if action by written consent of stockholders is permitted at such time under this Certificate) of the holders of a majority of the outstanding
shares of Class A Common Stock and Class B Common Stock, each voting separately as a class. Notwithstanding anything to the
contrary herein, if the date on which any share of Class B Common Stock is converted into Class A Common Stock pursuant to the
provisions of Section C of this Article Fourth occurs after the record date for the determination of the holders of Class B
Common Stock entitled to receive any dividend or distribution to be paid on the shares of Class B Common Stock, the holder of such
shares of Class B Common Stock as of such record date will be entitled to receive such dividend or distribution on such payment date;
provided, that, notwithstanding any other provision of this Certificate, to the extent that any such dividend or distribution is payable
in shares of Class B Common Stock, such dividend or distribution shall be deemed to have been declared, and shall be payable in,
shares of Class A Common Stock and no shares of Class B Common Stock shall be issued in payment thereof.

 (3) Subdivisions,
Combinations or Reclassifications . Shares of Class A Common Stock or Class B Common Stock may not be subdivided, combined
or reclassified unless the shares of the other class are concurrently therewith proportionately subdivided, combined or reclassified in
a manner that maintains the same proportionate equity ownership between the holders of the outstanding Class A Common Stock and Class B
Common Stock on the record date for such subdivision, combination or reclassification; provided, however, that shares of one such class
may be subdivided, combined or reclassified in a different or disproportionate manner if such subdivision, combination or reclassification
is approved in advance by the affirmative vote (or written consent if action by written consent of stockholders is permitted at such time
under this Certificate) of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock,
each voting separately as a class.

 (4) Liquidation,
Dissolution or Winding Up of the Corporation. Subject to the preferential or other rights of any holders of Preferred Stock then
outstanding, upon the dissolution, liquidation or winding up of the corporation, whether voluntary or involuntary, holders of Class A
Common Stock and Class B Common Stock will be entitled to receive ratably all assets of the corporation available for distribution
to its stockholders unless disparate or different treatment of the shares of each such class with respect to distributions upon any such
liquidation, dissolution or winding up is approved in advance by the affirmative vote (or written consent if action by written consent
of stockholders is permitted at such time under this Certificate) of the holders of a majority of the outstanding shares of Class A
Common Stock and Class B Common Stock, each voting separately as a class.

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 (5) Merger
or Consolidation . In the case of any distribution or payment in respect of the shares of Class A Common Stock or Class B
Common Stock, or any consideration into which such shares are converted, upon the consolidation or merger of the Corporation with or into
any other entity, such distribution, payment or consideration that the holders of shares of Class A Common Stock or Class B
Common Stock have the right to receive, or the right to elect to receive, shall be made ratably on a per share basis among the holders
of the Class A Common Stock and Class B Common Stock as a single class; provided, however , that shares of such classes
may receive, or have the right to elect to receive, different or disproportionate distribution, payment or consideration in connection
with such consolidation, merger or other transaction in order to reflect the special rights, powers and privileges of holders of shares
of Class B Common Stock under this Certificate (which may include, without limitation, securities distributable to the holders of,
or issuable upon the conversion of, each share of Class B Common Stock outstanding immediately prior to such transaction having up
to ten (10) times the voting power of any securities distributable to the holders of, or issuable upon the conversion of, each share
of Class A Common Stock outstanding immediately prior to such transaction) or such other rights, powers, privileges or other terms
that are no more favorable, in the aggregate, to the holders of the Class B Common Stock relative to the holders of the Class A
Common Stock than those contained in this Certificate.

 (6) Third
Party Tender or Exchange Offers . The Corporation may not enter into any agreement pursuant to which a third party may by tender or
exchange offer acquire any shares of Class A Common Stock or Class B Common Stock unless the holders of (a) the Class A
Common Stock shall have the right to receive, or the right to elect to receive, the same form of consideration and the same amount of
consideration on a per share basis as the holders of the Class B Common Stock would receive, or have the right to elect to receive,
and (b) the Class B Common Stock shall have the right to receive, or the right to elect to receive, the same form of consideration
and the same amount of consideration on a per share basis as the holders of the Class A Common Stock would receive, or have the right
to elect to receive; provided, however , that shares of such classes may receive, or have the right to elect to receive, different
or disproportionate consideration in connection with such tender or exchange offer in order to reflect the special rights, powers and
privileges of the holders of shares of the Class B Common Stock under this Certificate (which may include, without limitation, securities
exchangeable for each share of Class B Common Stock having up to ten (10) times the voting power of any securities exchangeable
for each share of Class A Common Stock) or such other rights, powers, privileges or other terms that are no more favorable, in the
aggregate, to the holders of the Class B Common Stock relative to the holders of the Class A Common Stock than those contained
in this Certificate.

 (7) Increases
and Decreases of Authorized Common Stock . Subject to the rights of the holders of any series of Preferred Stock, the number of authorized
shares of Common Stock may be increased or decreased by the affirmative vote of the holders of a majority in voting power of the outstanding
stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL or any successor
provision thereof, and no vote of the holders of any of the Common Stock or Preferred Stock voting separately as a class shall be required
therefor. Notwithstanding the immediately preceding sentence, the number of authorized shares of any particular class may not be decreased
below the number of shares of such class then outstanding, plus, in the case of Class A Common Stock, the number of shares of Class A
Common Stock issuable in connection with (a) the exchange of all outstanding shares of Class B Common Stock and (b) the
exercise of outstanding options, warrants, exchange rights, conversion rights or similar rights for shares of Class A Common Stock.

 C. Conversion
of Class B Common Stock .

 (1) Each
share of Class B Common Stock will automatically convert into one fully paid and nonassessable share of Class A Common Stock
on the Final Conversion Date.

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 (2) Each
share of Class B Common Stock held by any applicable Class B Holder will automatically be converted into one fully paid and
nonassessable share of Class A Common Stock as follows:

 (A) with
respect to any Class B Holder, 5:00 p.m., New York City time, on the day immediately following such date on which such Class B
Holder is no longer holding at least 50% of the shares of Class B Stock that such Class B Holder held immediately following
the consummation of the Business Combination (as such number of shares is equitably adjusted in respect of any reclassification, stock
dividend, subdivision, combination or recapitalization of the Class B Common Stock);

 (B) upon
any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest
in such share, whether or not for value and whether voluntary or involuntary or by operation of law, including, without limitation, a
transfer of a share of Class B Common Stock to a broker or other nominee (regardless of whether there is a corresponding change in
beneficial ownership), or the transfer of, or entering into a binding agreement with respect to voting control over such share by proxy
or otherwise (each a “ Transfer ”), other than a Permitted Transfer (as defined below), of such share of Class B
Common Stock; and

 (C) upon
the death, incapacity, or, if applicable, adjudication of incompetency or placement under a guardianship or conservatorship by a court
of competent jurisdiction of a Class B Holder. For the avoidance of doubt, for purposes of this Section 4(C)(2)(C), “incapacity”
means a determination by a licensed physician that such Class B Holder has suffered a physical or mental impairment that renders
such holder unable to perform the material duties customarily incident to the ownership and exercise of the rights of such shares of Class B
Common Stock on a sustained basis for a period of at least ninety (90) consecutive days or one hundred twenty (120) days in any one hundred
eighty (180) day period, or such other standard as the Board may reasonably and in good faith apply consistent with market practice.

 Each
of the conversions set forth in subsections (1) and (2) above shall occur automatically without the need for any further action
by the holders of such shares and whether or not the certificates representing such shares (if any) are surrendered to the Corporation
or its transfer agent. Immediately upon the effectiveness of such automatic conversion, holders of such converted shares of Class B
Common Stock shall be treated for all purposes as holders of such shares of Class A Common Stock into which such shares of Class B
Common Stock were converted.

 (3) Each
share of Class B Common Stock shall be convertible at any time at the option of the holder into one fully paid and nonassessable
share of Class A Common Stock upon written notice to the Corporation; provided, that the Corporation shall not be obligated to issue
certificates evidencing the shares of Class A Common Stock issuable upon such conversion unless the certificates evidencing such
shares of Class B Common Stock are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation
or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation
to indemnify the Corporation from any loss incurred by it in connection with such certificates.

 Permitted
Transfers . The following shall not be considered a Transfer:

 (i) the granting of a revocable proxy to officers or directors of the Corporation at the request of the Board
of Directors in connection with actions to be taken at an annual or special meeting of stockholders;

 (ii) entering into a voting trust, agreement or arrangement (with or without granting a proxy) solely with
stockholders who are holders of shares of Class B Common Stock that (A) is disclosed either in a Schedule 13D filed with the
Securities and Exchange Commission or in writing to the Secretary of the Corporation, (B) either has a term not exceeding one year
or is terminable by the holder of the shares subject thereto at any time and (C) does not involve any payment of cash, securities,
property or other consideration to the holder of the shares subject thereto other than the mutual promise to vote shares in a designated
manner;

 (iii) the pledge of shares of Class B Common Stock by a stockholder that creates a mere security interest
in such shares pursuant to a bona fide loan or indebtedness transaction for so long as such stockholder continues to exercise exclusive
voting control over such pledged shares; provided, however, that a foreclosure on such shares or other similar action by the pledgee shall
constitute a Transfer unless such foreclosure or similar action qualifies as a Permitted Transfer;

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 (iv) entering into, or reaching an agreement, arrangement or understanding
regarding, a support or similar voting or tender agreement (with or without granting a proxy) in connection with a liquidation of the
Corporation, business combination, or acquisition that has been approved by the Board of Directors;

 (v) any transfer by a holder of Class B Common Stock to (A) another Class B Holder, (B) any
Permitted Trust or (C) any Permitted Entity (each, a “ Permitted Transferee ”);

 (vi) any transfer to the Corporation; or

 (vii) any transfer pursuant to a court order or by operation of law (including pursuant to a qualified domestic
relations order or in connection with a divorce settlement), in each case so long as such transfer is for bona fide estate planning, tax
planning, or succession planning purposes and does not involve a disposition for value (other than for nominal consideration or in connection
with the settlement of the estate or similar arrangement).

 (4) For
purposes of this Article Fourth, the following definitions shall apply:

 “ Base
Class B Shares ” means the aggregate number of shares of Class B Common Stock outstanding immediately following
the Business Combination:

 “ Business
Combination ” means the transactions contemplated by that certain Business Combination Agreement, dated as of June 12, 2026, by and among (i) the Corporation, (ii) Graf Global Corp., a Cayman Islands exempted company, (iii) BIG3 HoldCo LLC, a Delaware
limited liability company, (iv) Halfcourt Merger Sub Inc., a Delaware corporation and (v) Halfcourt Merger Sub LLC, a Delaware
limited liability company.

 “ Class B
Holder ” means a holder of shares of Class B Common Stock.

 “ Final
Conversion Date ” means:

 (A) the
date specified by the holders of two-thirds of the then outstanding shares of Class B Common Stock, voting as a separate class, or
in the affirmative written election executed by the holders of two-thirds of the then outstanding shares of Class B Common Stock;

 (B) the
date fixed by the Board that is no less than 10 days and no more than 30 days following the date that the number of outstanding shares
of Class B Common Stock held by the Initial Class B Holders and their Permitted Transferees represents less than one-third of
the Base Class B Shares; or

 (C) the
date that is ten (10) years from the closing of the Business Combination.

 “ Initial Class B
Holder ” means each of (i) BEK, LLC, (ii) O’Shea Jackson Sr. and (iii) BigFourH Holdings LLC.

 “ Permitted Entity ”
means:

 (A) a
corporation in which a Class B Holder directly, or indirectly through one or more Permitted Entities, owns shares with sufficient
voting control in the corporation, or otherwise has legally enforceable rights, such that such Class B Holder retains sole and exclusive
voting control with respect to the Class B Shares held by such corporation;

 (B) a
partnership in which a Class B Holder directly, or indirectly through one or more Permitted Entities, owns partnership interests
with sufficient voting control in the partnership, or otherwise has legally enforceable rights, such that such Class B Holder retains
sole and exclusive voting control with respect to the Class B Shares held by such partnership; or

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 (C) a
limited liability company in which a Class B Holder directly, or indirectly through one or more Permitted Entities, owns membership
or limited liability company interests with sufficient voting control in the limited liability company, or otherwise has legally enforceable
rights, such that such Class B Holder retains sole and exclusive voting control with respect to the Class B Shares held by such
limited liability company.

 “ Permitted
Trust ” means (i) a trust for the benefit of a Class B Holder and for the benefit of no other person, or (ii) a
trust for the benefit of a Class B Holder and/or persons other than the Class B Holder so long as such Class B Holder has
sole and exclusive voting control with respect to the Class B Shares held by such trust.

 D.
Further Issuances of Class B Common Stock . No additional shares of Class B Common Stock shall be issued at any time after
the completion of the Business Combination without the affirmative vote of the holders of not less than 66-2/3% of the voting power of
all outstanding securities of the Corporation generally entitled to vote in the election of directors, voting together as a single class,
except for the issuance of shares of Class B Common Stock in connection with a stock dividend, stock split, reclassification or similar
transaction that affects proportionately all outstanding shares of Common Stock and is in accordance with the provisions of this Certificate.

 FIFTH:

 A.
The number of members of the entire Board shall be fixed, from time to time, exclusively by the Board, in accordance with the bylaws of
the Corporation (as amended from time to time in accordance with the provisions hereof and thereof, the “ Bylaws ”),
subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, if any.

 B.
The Board shall consist of directors whose number shall be fixed exclusively by the Board.

 C.
Except as the DGCL may otherwise require, and subject to any special rights of the holders of one or more series of Preferred Stock to
elect directors, in the interim between annual meetings of stockholders or special meetings of stockholders called for the election of
directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and
any vacancies in the Board, including unfilled vacancies resulting from the removal of directors, may be filled only by the vote of a
majority of the remaining directors then in office, although less than a quorum (as defined in the Bylaws), or by the sole remaining director.
All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected
and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the
remainder of the term and until his successor shall have been elected and qualified.

 D.
Directors may be removed from office at any time, with or without cause, only by the affirmative vote of holders of 66-2/3% of the voting
power of all then-outstanding shares of capital stock of the Corporation entitled to vote on the election of such director, voting together
as a single class.

 SIXTH:
The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for
further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

 A.
Election of directors need not be by ballot unless the Bylaws so provide.

 B.
In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to
make, alter and repeal the Bylaws without the consent of the stockholders in any manner not inconsistent with the laws of the State of
Delaware or this Certificate. Notwithstanding anything to the contrary contained in this Certificate or any provision of law which might
otherwise permit a lesser vote of the stockholders, the stockholders may adopt, amend, alter or repeal the Bylaws only with the affirmative
vote of the holders of not less than 66-2/3% of the voting power of all outstanding securities of the Corporation generally entitled to
vote in the election of directors, voting together as a single class.

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 C.
Until the Final Conversion Date, any action required or permitted to be taken by the stockholders of the Corporation at an annual or special
meeting of the stockholders of the Corporation may be effected by written consent in lieu of a meeting. Following the Final Conversion
Date, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or
special meeting of the stockholders of the Corporation and may not be taken by consent of the stockholders in lieu of a meeting.

 D.
Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred
Stock to call a special meeting of the holders of such series, special meetings of the stockholders of the Corporation may be called only
by the chairperson of the Board, the chief executive officer of the Corporation or the Board, and the ability of the stockholders to call
a special meeting of the stockholders is hereby specifically denied.

 E.
Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting
of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

 F.
The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders
or at any special meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act
that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in
person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in
person or by proxy), unless a higher vote is required by applicable law, shall be as valid and binding upon the Corporation and upon all
the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act
would otherwise be open to legal attack because of directors’ interests, or for any other reason.

 G.
In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered
to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to
the provisions of the statutes of the State of Delaware and of this Certificate.

 SEVENTH:

 A.
A director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted
under the DGCL, as it presently exists or may hereafter be amended from time to time. If the DGCL is amended to authorize corporate action
further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation
shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended, automatically and without further action, upon
the date of such amendment. Neither the repeal or modification of this paragraph A nor, to the fullest extent permitted by the DGCL, any
modification of law shall adversely affect any right or protection of a director of the Corporation with respect to events occurring prior
to the time of such repeal or modification.

 B.
The Corporation, to the full extent permitted by Section 145 of the DGCL, as amended from time to time, shall indemnify and advance
expenses to all persons made or threatened to be made a party to an action, suit or proceeding, whether criminal, civil, administrative
or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or any predecessor
of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, and such right to indemnification shall continue as to a person who has ceased
to serve in such role and shall inure to the benefit of such person’s heirs, executors and personal and legal representatives. Expenses
(including attorneys’ fees) incurred by such person in defending any civil, criminal, administrative, or investigative action, suit
or proceeding for which such person may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it
shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized hereby.

 C.
The rights to indemnification and advancement of expenses conferred in this Article Seventh of this Certificate shall neither be
exclusive of, nor be deemed in limitation of, any rights to which any person may otherwise be or become entitled or permitted under this
Certificate, the Bylaws, any statute, agreement, vote of stockholders or disinterested directors or otherwise.

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 D.
Neither the repeal or modification of this Article Seventh, nor the adoption by amendment of this Certificate of any provision inconsistent
with this Article Seventh, shall eliminate or reduce the effect of this Article Seventh in respect of any matter occurring,
or any action or proceeding accruing or arising (or that, but for this Article Seventh, would accrue or arise) prior to such amendment
or repeal or adoption of an inconsistent provision.

 EIGHTH:
Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation
and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in
a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed
for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors
or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and
to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the
said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or
class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this
Corporation.

 NINTH:

 A.
Unless a majority of the Board, acting on behalf of the Corporation, consents in writing to the selection of an alternative forum, the
Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder
(including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any
action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee, agent or stockholder
of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action asserting a claim against the
Corporation, its current or former directors, officers or employees, agents or stockholders arising pursuant to any provision of the DGCL
or this Certificate or the Bylaws, or (iv) any action asserting a claim against the Corporation, its current or former directors,
officers or employees, agents or stockholders governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder
bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Notwithstanding the foregoing,
the Court of Chancery of the State of Delaware shall not be the sole and exclusive forum for any of the following actions: (A) as
to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction
of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten
days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of
Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or, in each case, rules and regulations promulgated
thereunder, for which there is exclusive federal or concurrent federal and state jurisdiction.

 B.
If any action the subject matter of which is within the scope of paragraph A immediately above is filed in a court other than the Court
of Chancery of the State of Delaware (a “ Foreign Action ”) in the name of any stockholder, to the fullest extent
permitted by law, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of
the State of Delaware in connection with any action brought in any such court to enforce paragraph A immediately above (an “ Enforcement
Action ”) and (ii) having service of process made upon such stockholder in any such Enforcement Action by service upon
such stockholder’s counsel in the Foreign Action as agent for such stockholder.

 C.
If any provision or provisions of this Article Ninth shall be held to be invalid, illegal or unenforceable as applied to any person
or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability
of such provisions in any other circumstance and of the remaining provisions of this Article Ninth (including, without limitation,
each portion of any sentence of this Article Ninth containing any such provision held to be invalid, illegal or unenforceable that
is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances
shall not in any way be affected or impaired thereby. To the fullest extent permitted by law, any person or entity purchasing or otherwise
acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions
of this Article Ninth.

 8

 TENTH:
The doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation, the Initial Class B
Holders, or any of the Corporation’s non-employee directors in circumstances where the application of any such doctrine would conflict
with any fiduciary duties or contractual obligations they may have as of the date of this Certificate or in the future, and the Corporation
renounces any expectancy that the Initial Class B Holders or any of the non-employee directors of the Corporation will offer any
such corporate opportunity of which he or she may become aware to the Corporation. In addition to the foregoing, the doctrine of corporate
opportunity shall not apply to any other corporate opportunity with respect to the Initial Class B Holders or any of the non-employee
directors of the Corporation unless such corporate opportunity is offered to such person solely in his or her capacity as a director or
officer of the Corporation and such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise
be reasonable for the Corporation to pursue. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring
any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article Tenth.

 ELEVENTH:
The Corporation reserves the right to amend, alter or repeal any provision contained in this Certificate, in the manner now or hereafter
prescribed by this Certificate and the DGCL, and all rights, preferences and privileges herein conferred upon stockholders, directors
or any other persons named herein by and pursuant to this Certificate in its present form or as hereafter amended are granted subject
to the right reserved in this Article Eleventh. Notwithstanding any other provisions of this Certificate or any provision of law
which might otherwise permit a lesser vote or no vote, but in addition to any other vote that may be required by law, applicable stock
exchange rule or the terms of any series of Preferred Stock, the stockholders may amend, alter, or repeal, or adopt any provision
inconsistent with, any provision of Article Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, or Twelfth of this Certificate
only with the affirmative vote of the holders of not less than 66-2/3% of the voting power of all outstanding shares of stock of the Corporation
generally entitled to vote in the election of directors, voting together as a single class.

 TWELFTH:
The Corporation will not be subject to Section 203 of the DGCL.

 [ Signature Page Follows ]

 9

 IN WITNESS WHEREOF, Halfcourt
Holdco, Inc. has caused this Certificate of Incorporation to be executed by its duly authorized officer on this
day of , 2026.

 HALFCOURT HOLDCO, INC.

 By:

 Name:

 Title:

 10

EX-2.1 · BUSINESS COMBINATION AGREEMENT

EX-2.1
 2
 tm2617801d1_ex2-1.htm
 BUSINESS COMBINATION AGREEMENT

 Exhibit 2.1

 BUSINESS COMBINATION AGREEMENT

 by and among

 Graf Global Corp.,

 as SPAC,

 Halfcourt Holdco, Inc.,

 as Pubco,

 Halfcourt Merger Sub Inc.,

 as SPAC Merger Sub,

 Halfcourt Merger Sub LLC,

 as Company Merger Sub

 and

 BIG3 HoldCo LLC,

 as the Company

 Dated as of June 12, 2026

 TABLE OF CONTENTS

 Page

 Article I
 MERGER
 3

 1.1
 Pre-Conversion Actions
 3

 1.2
 Conversion of SPAC
 3

 1.3
 The SPAC Merger
 3

 1.4
 The Company Merger
 4

 1.5
 Pre-Effective Time Conversions; Effective Time
 4

 1.6
 Effect of the Mergers
 4

 1.7
 Governing Documents
 4

 1.8
 Directors, Officers and Managers of the Surviving Subsidiaries
 5

 1.9
 Merger Consideration
 5

 1.10
 Earnout
 5

 1.11
 Effect of SPAC Merger on Issued and Outstanding Securities
 of SPAC and SPAC Merger Sub
 6

 1.12
 Effect of Company Merger on Issued Securities of the
 Company and Company Merger Sub
 7

 1.13
 Effect of Mergers on Issued and Outstanding Securities
 of Pubco
 8

 1.14
 Tax Consequences
 8

 1.15
 Taking of Necessary Action; Further Action
 8

 1.16
 Withholding
 8

 Article II
 CLOSING
 9

 2.1
 Closing
 9

 Article III
 REPRESENTATIONS AND WARRANTIES OF SPAC
 9

 3.1
 Organization and Standing
 9

 3.2
 Authorization; Binding Agreement
 9

 3.3
 Governmental Approvals
 9

 3.4
 Non-Contravention
 10

 3.5
 Capitalization
 10

 3.6
 SEC Filings and SPAC Financials
 11

 3.7
 Absence of Certain Changes
 12

 3.8
 Compliance with Laws
 12

 3.9
 Actions; Orders; Permits
 12

 3.10
 Taxes and Returns
 12

 3.11
 Employees and Employee Benefit Plans
 12

 3.12
 Properties
 13

 3.13
 Material Contracts
 13

 3.14
 Transactions with Affiliates
 13

 3.15
 Investment Company Act
 13

 3.16
 Finders and Brokers
 13

 3.17
 Certain Business Practices
 13

 3.18
 SPAC Trust Account
 14

 3.19
 Exclusivity of Representations
 14

 3.20
 Information Supplied
 14

 Article IV REPRESENTATIONS AND WARRANTIES OF COMPANY, PUBCO AND THE
 MERGER SUBS
 15

 4.1
 Organization and Standing
 15

 4.2
 Authorization; Binding Agreement
 15

 4.3
 Governmental Approvals
 15

 4.4
 Non-Contravention
 16

 4.5
 Capitalization
 16

 4.6
 Ownership of Pubco Common Stock
 16

 4.7
 Pubco and Merger Sub Activities
 16

 Article V
 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
 16

 5.1
 Organization and Standing
 16

 5.2
 Authorization; Binding Agreement
 17

 5.3
 Capitalization
 17

 5.4
 Subsidiaries
 18

 5.5
 Governmental Approvals
 18

 i

 TABLE OF CONTENTS

 Page

 5.6
 Non-Contravention
 18

 5.7
 Financial Statements
 19

 5.8
 Absence of Certain Changes
 19

 5.9
 Compliance with Laws
 20

 5.10
 Company Permits
 20

 5.11
 Litigation
 20

 5.12
 Material Contracts
 20

 5.13
 Intellectual Property
 22

 5.14
 Taxes and Returns
 24

 5.15
 Real Property
 25

 5.16
 Personal Property
 25

 5.17
 Title to and Sufficiency of Assets
 25

 5.18
 Employee Matters
 26

 5.19
 Benefit Plans
 27

 5.20
 Environmental Matters
 29

 5.21
 Transactions with Related Persons
 30

 5.22
 Insurance
 30

 5.23
 Books and Records
 30

 5.24
 Top Customers and Suppliers
 30

 5.25
 Certain Business Practices
 31

 5.26
 Privacy and Data Security
 31

 5.27
 Investment Company Act
 32

 5.28
 Finders and Brokers
 32

 5.29
 Exclusivity of Representations
 32

 5.30
 Information Supplied
 32

 Article VI COVENANTS
 33

 6.1
 Access and Information
 33

 6.2
 Conduct of Business of the Company
 33

 6.3
 Conduct of Business of SPAC
 36

 6.4
 Additional Financial Information
 38

 6.5
 SPAC Public Filings
 39

 6.6
 No Solicitation; Change in Recommendation
 39

 6.7
 No Trading
 40

 6.8
 Notification of Certain Matters
 41

 6.9
 Efforts
 41

 6.10
 Tax Matters
 42

 6.11
 Further Assurances
 44

 6.12
 The Registration Statement
 44

 6.13
 Investment Company Act
 45

 6.14
 Public Announcements
 45

 6.15
 Confidential Information
 46

 6.16
 Documents and Information
 47

 6.17
 Post-Closing Board of Directors and Executive Officers
 47

 6.18
 Indemnification of Directors and Officers; Tail Insurance
 47

 6.19
 Use of Transaction Proceeds
 48

 6.20
 Transaction Financing
 48

 6.21
 Underwriting Agreement
 48

 6.22
 Post-Closing Equity Plan
 49

 6.23
 Sponsor Indemnification Agreement
 49

 6.24
 Estimated Cash Position
 49

 6.25
 Noteholder Consent
 49

 6.26
 Repayment of Indebtedness
 49

 Article VII
 CLOSING CONDITIONS
 49

 7.1
 Conditions to Each Party’s Obligations
 49

 7.2
 Conditions to Obligations of the Company Parties
 50

 7.3
 Conditions to Obligations of SPAC
 51

 7.4
 Frustration of Conditions
 53

 ii

 TABLE OF CONTENTS

 Page

 Article VIII
 TERMINATION AND EXPENSES
 53

 8.1
 Termination
 53

 8.2
 Effect of Termination
 54

 8.3
 Fees and Expenses
 54

 8.4
 Survival
 54

 Article IX
 WAIVERS AND RELEASES
 55

 9.1
 Waiver of Claims Against Trust
 55

 Article X
 MISCELLANEOUS
 55

 10.1
 Notices
 55

 10.2
 Binding Effect; Assignment
 56

 10.3
 Third Parties
 56

 10.4
 Governing Law; Jurisdiction
 56

 10.5
 WAIVER OF JURY TRIAL
 56

 10.6
 Specific Performance
 57

 10.7
 Severability
 57

 10.8
 Amendment
 57

 10.9
 Waiver
 57

 10.10
 Entire Agreement
 57

 10.11
 Interpretation
 57

 10.12
 Counterparts
 58

 10.13
 Legal Representation
 58

 Article XI
 DEFINITIONS
 59

 11.1
 Certain Definitions
 59

 11.2
 Section References
 69

 INDEX OF EXHIBITS

 Exhibit
 Description

 Exhibit A
 Form of Sponsor Support
 Agreement

 Exhibit B
 Form of Lock-Up Agreement

 Exhibit C
 Form of Registration Rights
 Agreement

 Exhibit D
 Form of Warrant Assumption
 Agreement

 Exhibit E
 Form of Sponsor Indemnification
 Agreement

 Exhibit F
 Form of Seller Written
 Consent

 Exhibit G
 Form of Amended Pubco Charter

 iii

 BUSINESS COMBINATION AGREEMENT

 This Business Combination
Agreement (this “ Agreement ”) is made and entered into as of June 12, 2026 by and among (i) Graf
Global Corp ., a Cayman Islands exempted company (together with its successors, including after the Conversion (as defined below),
 “ SPAC ”), (ii) Halfcourt Holdco, Inc. , a Delaware corporation (“ Pubco ”),
(iii) Halfcourt Merger Sub Inc. , a Delaware corporation and a wholly-owned subsidiary of Pubco (“ SPAC Merger
Sub ”), (iv) Halfcourt Merger Sub LLC , a Delaware limited liability company and a wholly-owned subsidiary of
Pubco (“ Company Merger Sub ” and together with SPAC Merger Sub, the “ Merger Subs ”,
and the Merger Subs collectively with Pubco and the Company (as defined below), the “ Company Parties ”), and
(v) BIG3 HoldCo LLC , a Delaware limited liability company (together with its successors, the “ Company ”).
SPAC, Pubco, SPAC Merger Sub, Company Merger Sub and the Company are sometimes referred to herein individually as a “ Party ”
and, collectively, as the “ Parties ”.

 RECITALS:

 A.            Pubco
is a newly incorporated Delaware corporation that is owned entirely by one or more managers or officers of the Company, and Pubco owns
all of the issued and outstanding equity interests of SPAC Merger Sub and Company Merger Sub, each of which is a newly organized entity
formed for the sole purpose of effecting the Mergers (as defined below);

 B.            Upon
the terms and subject to the conditions set forth herein, the Parties desire and intend to effect a business combination transaction
pursuant to which (i) SPAC Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving entity (the “ SPAC
Merger ”) and as a result of which each issued and outstanding security of SPAC immediately prior to the effective time
of the SPAC Merger shall no longer be outstanding and shall automatically be cancelled in exchange for which the security holders of
SPAC shall receive substantially equivalent securities of Pubco, (ii) Company Merger Sub will merge with and into the Company, with
the Company continuing as the surviving entity (the “ Company Merger ”, and together with the SPAC Merger, the
 “ Mergers ”), and as a result of which each issued and outstanding security of the Company immediately prior
to the effective time of the Company Merger shall no longer be outstanding and shall automatically be cancelled in exchange for which
the security holders of the Company shall receive shares of common stock of Pubco and each Earnout Participant (as defined below) shall
receive the Earnout Shares (as defined below), and (iii) as a result of which Mergers, SPAC and the Company will become wholly-owned
subsidiaries of Pubco and Pubco will become a publicly traded company;

 C.            Prior
to the consummation of the Mergers, SPAC shall transfer by way of continuation out of the Cayman Islands and into the State of Delaware
so as to re-domicile as and become a Delaware corporation pursuant to Part 12 of the Companies Act (As Revised) of the Cayman Islands
(the “ Act ”) and the applicable provisions of the Delaware General Corporation Law (as amended, the “ DGCL ”);

 D.            The
board of directors of SPAC has (i) determined that the Conversion, the respective Mergers and the other transactions contemplated
hereby are fair, advisable and in the best interests of the SPAC and all of its shareholders, (ii) approved this Agreement and the
transactions contemplated hereby, including the Conversion and the SPAC Merger, upon the terms and subject to the conditions set forth
herein, (iii) determined that the fair market value of the Company and its consolidated subsidiaries was equal to at least 80% of
the net assets held in the Trust Account as of the date of this Agreement (excluding the deferred underwriting commissions and taxes
payable on the income earned on the Trust Account) and (iv) determined to recommend to the SPAC’s shareholders the approval
and adoption of this Agreement and the transactions contemplated hereby, including the Conversion and the SPAC Merger (the “ SPAC
Board Recommendation ”);

 E.             The
boards of directors of Pubco and SPAC Merger Sub have each (i) determined that the respective Mergers to which they are a party
are fair, advisable and in the best interests of their respective companies and stockholders or shareholders (as relevant), (ii) approved
this Agreement and the transactions contemplated hereby, including the respective Mergers to which they are a party, upon the terms and
subject to the conditions set forth herein, and (iii) determined to recommend to their respective stockholders, shareholders or
class or stockholders or shareholders (as relevant) the approval and adoption of this Agreement and the transactions contemplated hereby,
including the respective Mergers to which they are a party;

 F.             The
board of managers or manager, as applicable, of the Company and Company Merger Sub have each (i) determined that the Company Merger
is fair, advisable and in the best interests of its respective company and members, (ii) approved this Agreement and the transactions
contemplated hereby, including the Company Merger, upon the terms and subject to the conditions set forth herein and (iii) determined
to recommend to its respective members the approval and adoption of this Agreement and the transactions contemplated hereby, including
the Company Merger;

 G.            Contemporaneously
with the execution and delivery of this Agreement, the Sponsor and each of the SPAC’s independent directors has executed and delivered
to the Company the Sponsor Support Agreement in the form attached as Exhibit A hereto (the “ Sponsor Support Agreement ”),
pursuant to which, among other things, (a) the Sponsor and such independent directors have (i) agreed not to transfer or redeem
any SPAC Ordinary Shares held by such person, (ii) to vote in favor of this Agreement and the Conversion, the SPAC Merger and the
other transactions contemplated hereby at the SPAC Extraordinary General Meeting, and (iii) irrevocably and unconditionally elected
to convert, on a one-for-one basis, each SPAC Class B Ordinary Share held by it into one (1) share of SPAC Class A Ordinary
Share (the “ Class B Share Conversion ”) and to waive any adjustment to the conversion ratio set forth in
the SPAC Organizational Documents or any other anti-dilution or similar protection, in each case, with respect to the SPAC Class B
Ordinary Shares owned by them in connection with the Conversion and SPAC Merger, (b) Sponsor has agreed to surrender certain shares
of SPAC described therein (the “ Sponsor Forfeited Shares ”) and to subject to earnout certain shares of SPAC
described therein, and (c) Sponsor has agreed to invest, or cause its affiliate or designee to invest, an aggregate of at least
$5,000,000 of gross proceeds in a Transaction Financing if the Closing SPAC Cash is less than $100,000,000, in each case upon the terms
and subject to the conditions set forth therein;

 H.            Contemporaneously
with the Closing, the Sponsor, SPAC’s independent directors, IPO Underwriter, Sellers and the directors and officers of the
Company will each enter into a Lock-Up Agreement with Pubco, the Company, and the SPAC, substantially in the form attached hereto as
 Exhibit B (each, a “ Lock-Up Agreement ”);

 I.              Contemporaneously
with the Closing, SPAC, Pubco, the Sponsor, the SPAC’s independent directors, the IPO Underwriter, and certain of the Sellers will
execute and deliver a Registration Rights Agreement, the form of which is attached as Exhibit C hereto (the “ Registration
Rights Agreement ”);

 J.              Contemporaneously
with the Closing, SPAC and Pubco will execute and deliver a warrant assumption agreement, which will provide for the assumption of the
SPAC Warrants by Pubco and reflect that the Pubco Warrants will be exercisable for Pubco Class A Common Stock in lieu of SPAC Class A
Ordinary Shares following the Closing, substantially in the form attached hereto as Exhibit D (the “ Warrant
Assumption Agreement ”);

 K.             Contemporaneously
with the Closing, Pubco, the Company, and the Sponsor will enter into an indemnification agreement whereby Pubco and the Company will
agree to indemnify the Sponsor and its Affiliates, substantially in the form attached hereto as Exhibit E (the
 “ Sponsor Indemnification Agreement ”);

 L.             Contemporaneously
with the execution and delivery of this Agreement, a written consent in substantially the form attached hereto as Exhibit F (the
 “ Seller Written Consent ”), has been duly executed and by such Sellers with respect to the Company Securities
held by them sufficient to approve the adoption of this Agreement and approve the Company Merger and the other transactions contemplated
by this Agreement (including, without limitation, (i) Jeff Kwatinetz and O’Shea Jackson, Sr., (ii) holders of Company
Securities representing at least the Class A Majority Interest (as defined in the Company Operating Agreement), (iii) holders
of Company Securities representing the Preferred Majority Interest (as defined in the Company Operating Agreement) and (iv) holders
of Company Securities representing the Series B Preferred Majority Interest (as defined in the Company Operating Agreement)) and
delivered to SPAC;

 M.            Following
the date hereof, Pubco intends to enter into employment agreements with each of Jeffrey Kwatinetz, O’Shea Jackson, Sr. and
Sean Bannon (collectively, the “ Employment Agreements ”), in each case to be effective as of Closing;

 N.            The
Parties hereby agree and acknowledge that for U.S. federal income Tax purposes, (i) the Class B Share Conversion is intended
to constitute a reorganization within the meaning of Section 368(a)(1)(E) of the Code, (ii) the Conversion is intended
to constitute a reorganization within the meaning of Section 368(a)(1)(F) of the Code, (iii) the Mergers are intended
to qualify as an exchange described in Section 351 of the Code and (iv) if the 368 Requirement is satisfied, the SPAC Merger
is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated
thereunder, and each of the Parties acknowledges and agrees that each is responsible for paying its own Taxes, including any adverse
Tax consequences that may result if any of the transactions contemplated hereby do not so qualify; and

 2

 O.             Certain
capitalized terms used herein are defined in ‎Article XI hereof.

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

 Article I

MERGER

 1.1             Pre-Conversion
Actions . Upon the terms and subject to the conditions set forth in this Agreement, subject to receipt of the Required SPAC Shareholder
Approval, immediately prior to the Conversion (i) the Redemption shall occur, (ii) to the extent any SPAC Public Units remain
outstanding and unseparated, the SPAC Class A Ordinary Shares and SPAC Public Warrants comprising each such issued and outstanding
SPAC Public Unit shall be automatically separated (the “ Unit Separation ”) and the holder of each SPAC Public
Unit shall be deemed to hold one (1) SPAC Class A Ordinary Share and one-half (1/2) of one SPAC Public Warrant, and immediately
following the Unit Separation, all SPAC Public Units shall automatically be cancelled and shall cease to exist, and the holders of SPAC
Public Units immediately prior to the Unit Separation shall cease to have any rights with respect to such SPAC Public Units except as
provided herein, and (iii) pursuant to the Sponsor Support Agreement and SPAC Organizational Documents (as applicable), (x) Sponsor
shall surrender the Sponsor Forfeited Shares, and (y) the Class B Share Conversion shall occur.

 1.2             Conversion
of SPAC .

 (a)            One
day prior to the SPAC Merger Effective Time, and subject to (i) obtaining the approval of the holders of the SPAC Class B Ordinary
Shares by way of special resolution (being an affirmative vote of the holders of a majority of at least two-thirds of the SPAC Class B
Ordinary Shares entitled to vote, who attend and vote thereupon, in accordance with the SPAC Organizational Documents, or, alternatively,
a unanimous written resolution of all holders of SPAC Class B Ordinary Shares) in accordance with the SPAC Organizational Documents
and (ii) SPAC duly filing (1) the Cayman Conversion Documents with the Cayman Islands Registrar of Companies (the “ Cayman
Registrar ”) and (2) the Delaware Conversion Documents with the State of Delaware, SPAC shall adopt Organizational
Documents for Delaware corporations in a form satisfactory to SPAC (the “ Conversion Organizational Documents ”),
SPAC shall transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to deregister as an exempted
company in the Cayman Islands pursuant to Part 12 of the Act and to convert into and become a Delaware corporation pursuant to the
Act and the applicable provisions of the DGCL (the “ Conversion ”).

 (b)            At
the effective time of the Conversion, by virtue of the Conversion, and without any action on the part of any holder of SPAC Ordinary
Shares or SPAC Warrants, (i) each then issued and outstanding SPAC Class A Ordinary Share (for the avoidance of doubt, after
effecting the Redemption, Unit Separation, and Class B Share Conversion) shall convert automatically into one share of SPAC Common
Stock and (ii) each then issued and outstanding whole SPAC Warrant shall become exercisable for one share of SPAC Common Stock in
lieu of one SPAC Class A Ordinary Share, pursuant to the Warrant Agreement. No fractional share of SPAC Common Stock and no fractional
warrants, or certificates or scrip, will be issued upon the conversion of the SPAC Ordinary Shares and SPAC Warrants pursuant to the
Conversion, and any such fractional shares or interests therein will not entitle the owner thereof to vote or to any rights of a stockholder
or warrantholder of SPAC following the Conversion. Any fractional share of SPAC Common Stock and fractional warrants will be rounded
down to the nearest whole number of shares of or warrants, respectively.

 1.3             The
SPAC Merger . At the SPAC Merger Effective Time and subject to and upon the terms and conditions of this Agreement, and following
the Conversion (as described in Section 1.2 ), and in accordance with the applicable provisions of the DGCL, SPAC Merger Sub
and SPAC shall consummate the SPAC Merger, pursuant to which SPAC Merger Sub shall be merged with and into SPAC, following which the
separate corporate existence of SPAC Merger Sub shall cease and SPAC shall continue as the surviving corporation in the SPAC Merger.
The SPAC as the surviving corporation after the SPAC Merger is hereinafter sometimes referred to as “ SPAC Surviving Subsidiary ”
(provided, that references to SPAC for periods after the SPAC Merger Effective Time shall include SPAC Surviving Subsidiary).

 3

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

 1.5             Pre-Effective
Time Conversions; Effective Time .

 (a)            Immediately
prior to the Company Merger Effective Time,, each Company Convertible Security (other than a Company Warrant) that is outstanding immediately
prior to the Company Merger Effective Time (if any), including all principal and interest thereunder, to the extent applicable, shall
convert in full into Company Interests in accordance with the terms thereof, such that immediately thereafter, all of the Company Convertible
Securities (other than the Company Warrants) shall no longer be outstanding and shall cease to exist, and each holder of a Company Convertible
Security (other than a Company Warrant) shall thereafter cease to have any rights with respect thereto; and

 (b)            Subject
to the conditions of this Agreement, the Parties shall (i) cause the SPAC Merger to be consummated by filing a certificate of merger
in form and substance reasonably acceptable to the Company and SPAC (the “ SPAC Certificate of Merger ”) with
the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL, and (ii) cause the Company
Merger to be consummated by filing a certificate of merger in form and substance reasonably acceptable to the Company and SPAC (the “ Company
Certificate of Merger ”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions
of the DLLCA, with the SPAC Merger to occur first (the time of the SPAC Merger, the “ SPAC Merger Effective Time ”),
followed by the Company Merger (the time of the Company Merger, the “ Company Merger Effective Time ”, and together
with the SPAC Merger Effective Time, each, an “ Effective Time ”), on the Closing Date or at such other date
and/or time as may be agreed in writing by the Company and SPAC and specified in each of SPAC Certificate of Merger and the Company Certificate
of Merger.

 1.6             Effect
of the Mergers . At the applicable Effective Time, the effect of the Mergers shall be as provided in this Agreement and the applicable
provisions of the DGCL, DLLCA and other applicable Law. Without limiting the generality of the foregoing, and subject thereto, at the
SPAC Merger Effective Time and the Company Merger Effective Time, respectively, all the property, rights, agreements, privileges, powers
and franchises of SPAC Merger Sub and Company Merger Sub, respectively, shall vest in SPAC Surviving Subsidiary and Company Surviving
Subsidiary, respectively, and all debts, liabilities, obligations and duties of SPAC Merger Sub and Company Merger Sub, respectively,
shall become the debts, liabilities, obligations and duties of SPAC Surviving Subsidiary and Company Surviving Subsidiary, respectively,
including in each case the rights and obligations of each such Party under this Agreement and the Ancillary Documents from and after
the SPAC Merger Effective Time and the Company Merger Effective Time, respectively.

 1.7             Governing
Documents . At the SPAC Merger Effective Time, (i) each of the certificate of incorporation and bylaws of SPAC Merger Sub shall
become the certificate of incorporation and bylaws of SPAC Surviving Subsidiary, respectively, (ii) the name of the SPAC Surviving
Subsidiary shall be such name as reasonably determined by Pubco. At the Company Merger Effective Time, each of the certificate of formation
and operating agreement of Company Merger Sub shall become the certificate of formation and operating agreement of Company Surviving
Subsidiary, respectively, except that the name of Company Surviving Subsidiary in such certificate of formation and operating agreement
shall be such name as reasonably determined by Pubco.

 4

 1.8             Directors,
Officers and Managers of the Surviving Subsidiaries .

 (a)            The
parties hereto will take all requisite action such that (i) each of the independent directors of SPAC as of immediately prior to
the Conversion will cease to be a director of SPAC as of the Conversion (including by causing each such director to tender an irrevocable
resignation as a director, effective as of the effective time of the Conversion), and immediately following the Conversion, James Graf
will be the sole director of SPAC, to hold office in accordance with the provisions of the DGCL and the Conversion Organizational Documents,
until the SPAC Merger Effective Time, (ii) the officers of SPAC as of immediately prior to the Conversion will continue as the officers
of SPAC immediately after the effective time of the Conversion, each to hold office in accordance with the provisions of the DGCL and
the Conversion Organizational Documents, until the SPAC Merger Effective Time, and (iii) each director and officer of SPAC in office
following the Conversion and immediately prior to the SPAC Merger Effective Time, shall cease to be a director or officer, as applicable,
immediately following the SPAC Merger Effective Time (including by causing each such director and officer to tender an irrevocable resignation
as a director or officer (as applicable), effective as of the SPAC Merger Effective Time).

 (b)            At
the SPAC Merger Effective Time, the board of directors and executive officers of SPAC Surviving Subsidiary shall be the board of directors
and executive officers of Pubco, after giving effect to Section ‎ 6.17 , each to hold office in accordance with
the organizational documents of SPAC Surviving Subsidiary until their successors are duly elected or appointed and qualified or their
earlier death, resignation, or removal.

 (c)            At
the Company Merger Effective Time, the board of managers and executive officers of Company Surviving Subsidiary shall be designated by
the Company, each to hold office in accordance with the organizational documents of the Company Surviving Subsidiary until their successors
are duly elected or appointed and qualified or their earlier death, resignation, or removal.

 1.9             Merger
Consideration . The aggregate consideration to be paid or payable to holders of the Company Securities as of the Company Merger Effective
Time (including, for the avoidance of doubt, Company Interests issued upon the conversions and exercises described in Section 1.5(a) )
pursuant to the Company Merger shall consist of a number of newly issued shares of Pubco Common Stock equal to (x) the result of
(i) Two-Hundred and Ninety Million U.S. Dollars ($290,000,000) plus (ii) the Company’s Cash Position at the Company Merger
Effective Time, divided by (y) the Per Share Price (the “ Merger Consideration ”). At the Company Merger
Effective Time, the Company Interests issued and outstanding as of immediately prior to the Company Merger Effective Time (including,
for the avoidance of doubt, Company Interests issued upon the conversions and exercises described in Section 1.5(a) ) shall
be cancelled and extinguished and converted into the right for the respective Sellers to receive:

 (i)            to
the Sellers (other than the High Vote Sellers) holding the Class A Units, Class B Units and Preferred Units, their respective
Percentage Merger Consideration in the form of Pubco Class A Common Stock; and

 (ii)           to
the High Vote Sellers holding the Class A Units, Class B Units and Preferred Units, their respective Percentage Merger Consideration
in the form of Pubco Class B Common Stock.

 1.10           Earnout .

 (a)            At
the Closing, subject to the terms and conditions set forth herein, Pubco shall cause the holders of Company Interests immediately prior
to the Closing (collectively, the “ Earnout Participants ”) to be issued an aggregate of an additional Two Million
(2,000,000) shares of Pubco Class A Common Stock (the “ Earnout Shares ”), which shall be unvested and subject
to forfeiture, as described in this Section 1.10 . The Earnout Shares shall vest upon the first to be satisfied of any of
the following conditions:

 (i)            if,
at any time during the period beginning on the Closing Date and ending on the fifth (5 th ) anniversary of the Closing (the
 “ Earnout Period ”), the closing price of the Pubco Class A Common Stock as reported on the Stock Exchange
is greater than or equal to $15.00 (the “ Earnout Price ”) for a period of at least 20 days (which need not be
consecutive) out of 30 consecutive trading days, all of the Earnout Shares shall immediately vest; and

 (ii)           in
the event that there is a Sale of Pubco during the Earnout Period, and the holders of Pubco Common Stock receive a Sale Price that is
greater than or equal to the Earnout Price, all of the Earnout Shares shall immediately vest.

 5

 (b)            The number
of Earnout Shares to be issued to each Earnout Participant shall be equal to the product of Two Million (2,000,000) and the percentage
set forth opposite such Earnout Participant’s name on Schedule 1.9 , rounded down to the nearest whole number.

 (c)            In
the event that there is a Sale of Pubco during the Earnout Period, and immediately prior to (but subject to) the consummation of the
Sale, the holders of Pubco Common Stock receive a Sale Price that is less than the Earnout Price, (i) if such Sale Price is payable
in cash or in the form of privately held securities or other consideration other than publicly tradable securities, then all of the Earnout
Shares shall be deemed forfeited and cancelled for no consideration or (ii) if such price is payable in the form of publicly tradable
securities, then Pubco shall cause the acquiror in such Sale to provide for the conversion of all of the Earnout Shares into the kind
and amount of such publicly tradable securities receivable upon such Sale of Pubco that the holders of Pubco Common Stock receive in
such Sale and shall provide that the Earnout Shares, as so converted, shall remain subject to vesting as set forth in this Section 1.10 ,
with an appropriate adjustment to the Earnout Price to provide to the Earnout Participants the same economic effect as contemplated by
this Section 1.10 prior to such event.

 (d)            In
the event Pubco shall at any time during the Earnout Period pay any dividend on Pubco Common Stock by the issuance of additional shares
of Pubco Common Stock, or effect a subdivision, recapitalization, split, or combination, exchange or consolidation of the outstanding
Pubco Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Pubco Common Stock, then in each such
case, in respect of the Earnout Shares (i) the number of Earnout Shares shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of shares of Pubco Common Stock (including any other shares so reclassified as Pubco Common Stock)
outstanding immediately after such event and the denominator of which is the number of shares of Pubco Common Stock that were outstanding
immediately prior to such event, and (ii) the Earnout Price set forth in this Section 1.10 shall be appropriately
adjusted to provide to the Earnout Participants the same economic effect as contemplated by this Section 1.10 prior to such
event.

 (e)            Further,
for so long as any Earnout Shares remain subject to the vesting conditions specified in this Section 1.10 , (i) the holder
thereof will not be entitled to exercise the voting rights carried by such Earnout Shares and (ii) the holder thereof will not be
entitled to receive any dividends or other distributions in respect of such Earnout Shares; provided, that any dividends or distributions
paid or made in respect of such Earnout Shares will be retained by Pubco and invested as and to the extent determined by Pubco, and such
dividends or distributions (together with any earnings thereon) will be paid or made to the holder of such Earnout Shares only when and
to the extent that such Earnout Shares vest in accordance with this Section 1.10 .

 (f)             If,
upon the expiration of the Earnout Period, the vesting of the Earnout Shares has not occurred in accordance with this Section 1.10 ,
then the Earnout Shares will be forfeited to Pubco for no consideration, and no Person (other than Pubco) will have any further right
with respect thereto.

 (g)            For
U.S. federal (and applicable state, local and non-U.S.) income Tax purposes, the Parties intend that (i) the Earnout Shares shall
be treated as contingent stock consideration delivered by Pubco in connection with the Mergers (and, for the avoidance of doubt, as part
of the Intended Tax Treatment, including the transaction described in Section 351 of the Code), with the issuance and any subsequent
vesting thereof reported consistent with such treatment, and (ii) the Earnout Shares are not (and shall not be treated as) compensation
for services within the meaning of Section 83 of the Code. Any withholding required in respect of the Earnout Shares (including
any amount treated as interest under Section 483 of the Code, if any) shall be effected in accordance with Section 1.15.

 1.11           Effect
of SPAC Merger on Issued and Outstanding Securities of SPAC and SPAC Merger Sub . At the SPAC Merger Effective Time, by virtue of
the SPAC Merger and following the Redemption, Unit Separation, Class B Share Conversion and Conversion, and without any action on
the part of any Party or the holders of securities of the SPAC or any Company Party:

 (a)             SPAC
Common Stock . At the SPAC Merger Effective Time, each issued and outstanding share of SPAC Common Stock (other than those described
in Section 1.11(c) ) shall be converted automatically into and thereafter represent the right to receive one share of Pubco
Class A Common Stock, following which, all shares of SPAC Common Stock shall cease to be outstanding and shall automatically be
cancelled and shall cease to exist.

 6

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

 (c)             Treasury
Stock . At the SPAC Merger Effective Time, if there are any shares of capital stock of SPAC that are owned by SPAC as treasury shares
or by any direct or indirect Subsidiary of SPAC, such shares shall be cancelled and extinguished without any conversion thereof or payment
therefor.

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

 1.12           Effect
of Company Merger on Issued Securities of the Company and Company Merger Sub . At the Company Merger Effective Time, by virtue of
the Company Merger and without any action on the part of any Party or the holders of securities of the SPAC or any Company Party:

 (a)             Company
Interests . At the Company Merger Effective Time, each Company Interest issued and outstanding immediately prior to the Company Merger
Effective Time (including, for the avoidance of doubt, each Company Interest issued upon the conversions and exercises described in Section 1.5(a) )
will be cancelled and cease to exist in exchange for the right to receive the Merger Consideration as described in Section 1.9 .
As of the Company Merger Effective Time, each holder of Company Interests shall cease to have any other rights with respect to the Company
Interests, except as otherwise required under applicable Law.

 (b)             Company
Warrants. Each Company Warrant that is outstanding immediately prior to the Company Merger Effective Time, whether exercisable or
not exercisable at such time, shall be converted into and become a warrant exercisable for Pubco Class A Common Stock, and Pubco
shall assume each Company Warrant, in accordance with the terms of the Company Warrant, except that from and after the Company Merger
Effective Time, (a) each Company Warrant assumed by Pubco may be exercised solely for shares of Pubco Class A Common Stock
constituting Merger Consideration, and (b) the number of shares of Pubco Class A Common Stock constituting Merger Consideration
subject to such converted Company Warrant and the per share exercise price under each such converted Company Warrant shall be as set
forth in Schedule 1.9 . Each of Company and Pubco shall adopt any and all resolutions and take any and all necessary steps to effectuate
the foregoing provisions of this Section 1.5(c) , including using its reasonable best efforts to obtain from each holder
of a Company Warrant any consent or Contract required to be provided or entered into by such holder under the Company Warrants in order
to effect the transactions contemplated by this Section 1.12 .

 (c)             Company
Convertible Securities. Any outstanding Company Convertible Security (excluding Company Warrants that are converted into warrants
exercisable for Pubco Class A Common Stock pursuant to Section 1.12(b) ) and Preferred Unit (other than Preferred Units
that are converted into Merger Consideration pursuant to Section 1.9 ), if not exercised or converted prior to the Company
Merger Effective Time (including, for the avoidance of doubt, pursuant to Section 1.5 ), shall be cancelled, retired and terminated
and cease to represent a right to acquire, be exchanged for or convert into Company Interests or any other securities.

 (d)             Company
Merger Sub Interests. At the Company Merger Effective Time, each membership interest of Company Merger Sub outstanding immediately
prior to the Company Merger Effective Time shall be converted into an equal number of membership interests of Company Surviving Subsidiary,
with the same rights, powers and privileges as the membership interests so converted and shall constitute the only equity interests in
Company Surviving Subsidiary.

 7

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

 1.14           Tax
Consequences . It is intended by the Parties that (i) the Class B Share Conversion shall constitute a reorganization within
the meaning of Section 368(a)(1)(E) of the Code, (ii) the Conversion shall constitute a reorganization within the meaning
of Section 368(a)(1)(F) of the Code, (iii) the Mergers shall, collectively, constitute a transaction described in Section 351
of the Code, and (iv) if the 368 Requirement is satisfied, the SPAC Merger shall constitute a reorganization within the meaning
of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder (collectively, the “ Intended
Tax Treatment ”), and this Agreement is intended to be, and is hereby adopted as, a “plan of reorganization”
within the meaning of Sections 354, 361 and 368 of the Code and within the meaning of Treasury Regulations Sections 1.368-2(g) and
1.368-3(a). Each Party shall, and shall cause its respective Affiliates to, file all Tax Returns and otherwise report the transactions
contemplated by this Agreement in a manner consistent with the Intended Tax Treatment, and no Party shall take any position on any Tax
Return or in any Tax proceeding, audit or otherwise that is inconsistent with the Intended Tax Treatment unless otherwise required by
a “determination” within the meaning of Section 1313 of the Code (or any similar provision of state, local
or non-U.S. Law). For purposes of this Agreement, the “ 368 Requirement ” shall be satisfied if the amount of
cash in the Trust Account immediately following the deduction of amounts required to satisfy the Redemption Amount is not less than fifty
percent (50%) of the cash in the Trust Account immediately prior to such deduction.

 1.15           Taking
of Necessary Action; Further Action . If, at any time after any Effective Time, any further action is necessary or desirable to carry
out the purposes of this Agreement and to vest SPAC Surviving Subsidiary or Company Surviving Subsidiary with full right, title and possession
to all assets, property, rights, agreements, privileges, powers and franchises of SPAC Merger Sub and Company Merger Sub, respectively,
the then current officers and directors of SPAC Surviving Subsidiary and Pubco, and the then officers and board of managers of Company
Surviving Subsidiary shall take all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

 1.16           Withholding .
Notwithstanding anything to the contrary in this Agreement, each of Pubco, SPAC, the Company, the Surviving Subsidiaries and their respective
agents shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to this Agreement (including any Earnout
Shares (or amounts paid or deemed paid in respect thereof)) such amounts as are required to be deducted and withheld with respect to
the making of such payment under the Code (including Sections 1441, 1442, 1445, 1446 and 1446(f) thereof), or any provision of applicable
state, local or non-U.S. Tax Law. To the extent that amounts are so deducted and withheld and timely remitted to the applicable Governmental
Authority, such 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. The applicable withholding agent shall use commercially reasonable efforts to provide advance written
notice to the applicable payee of any anticipated withholding (other than any withholding required with respect to compensatory payments)
and shall cooperate in good faith with such payee to reduce or eliminate any such withholding, including by taking into account any certificates
or forms provided by such payee (including the FIRPTA Certificate delivered pursuant to Section 6.10). With respect to any Earnout
Shares (or any amounts deemed paid in respect thereof, including any amount treated as interest under Section 483 of the Code),
any withholding obligation arising in connection with the issuance, vesting or delivery thereof may, at the election of Pubco, be satisfied
(i) by withholding and offsetting such withholding obligation against any other amounts then or thereafter payable to the applicable
Earnout Participant or (ii) by withholding and selling, or causing to be sold, on behalf of the applicable Earnout Participant a
portion of the Earnout Shares otherwise deliverable to such Earnout Participant having a fair market value (as reasonably determined
by Pubco in good faith) sufficient to satisfy in full any such withholding obligation, with the net proceeds remitted to the applicable
Governmental Authority. Notwithstanding anything to the contrary in this Agreement, any compensatory withholding obligations arising
in connection with the transactions contemplated by this Agreement shall be satisfied through the applicable Target Company payroll.
With respect to any Class B Units that are determined to give rise to withholding obligations in connection with the transactions
contemplated by this Agreement, any such withholding obligations may be satisfied (i) by withholding and offsetting such withholding
obligation against any other amounts then or thereafter payable to the applicable holder of Class B Units, (ii) by withholding
and selling, or causing to be sold, on behalf of the applicable holder of Class B Units a portion of the consideration otherwise
deliverable to such holder of Class B Units having a fair market value (as reasonably determined by Pubco in good faith) sufficient
to satisfy in full any such withholding obligation, with the net proceeds remitted to the applicable Governmental Authority, or (iii) or
in any other manner reasonably satisfactory to SPAC and the Company, in each case, that ensures timely payment, reporting and compliance
with any applicable withholding and employment tax requirements.

 8

 Article II

CLOSING

 2.1             Closing .
Subject to the satisfaction or waiver of the conditions set forth in ‎Article VII , the consummation of the transactions
contemplated by this Agreement (the “ Closing ”) shall take place by electronic exchange of documents and signatures
on a date and at a time to be agreed upon by SPAC and the Company, which date shall be no later than the second (2 nd ) Business
Day after all the Closing conditions to this Agreement have been satisfied or waived, or at such other date, time or place (including
remotely) as SPAC and the Company may agree (the date at which the Closing is actually held being the “ Closing Date ”).

 Article III

REPRESENTATIONS AND WARRANTIES OF SPAC

 Except as set forth in (i) the disclosure
schedules delivered by SPAC to the Company on the date hereof (the “ SPAC Disclosure Schedules ”), the Section numbers
of which are numbered to correspond to the Section numbers of this Agreement to which they refer, or (ii) the SEC Reports that
are available on the SEC’s website through EDGAR, SPAC represents and warrants to the Company as follows:

 3.1             Organization
and Standing . SPAC is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands.
SPAC has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being
conducted. SPAC is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the
property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary,
except where the failure to be so qualified or licensed or in good standing can be cured without material cost or expense. SPAC has heretofore
made available to the Company accurate and complete copies of its Organizational Documents, as currently in effect. SPAC is not in violation
of any provision of its Organizational Documents in any material respect.

 3.2             Authorization;
Binding Agreement . SPAC has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary
Document to which it is a party, to perform SPAC’s obligations hereunder and thereunder and to consummate the transactions contemplated
hereby and thereby, subject to obtaining the Required SPAC Shareholder Approval. The execution and delivery of this Agreement and each
Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been
duly and validly authorized by the board of directors of SPAC and (b) other than the Required SPAC Shareholder Approval, no other
corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of SPAC are necessary to authorize the execution
and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby
and thereby. This Agreement has been, and each Ancillary Document to which SPAC is a party shall be when delivered, duly and validly
executed and delivered by SPAC and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents
by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of SPAC, enforceable
against SPAC in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights
generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable
remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may
be sought (collectively, the “ Enforceability Exceptions ”).

 3.3             Governmental
Approvals . Except as otherwise described on Schedule ‎3.3 , no Consent of or with any Governmental Authority, on the part
of SPAC is required to be obtained or made in connection with the execution, delivery or performance by SPAC of this Agreement and each
Ancillary Document to which it is a party or the consummation by SPAC of the transactions contemplated hereby and thereby, other than
(a) pursuant to Antitrust Laws, (b) such filings as contemplated by this Agreement, (c) any filings required with the
Stock Exchange or the SEC with respect to the transactions contemplated by this Agreement, (d) applicable requirements, if any,
of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws, and the rules and regulations
thereunder, (e) the filing of the Cayman Conversion Documents with the Cayman Registrar and the Delaware Conversion Documents and
Conversion Organizational Documents with the Delaware Secretary of State pursuant to the DGCL and (f) where the failure to obtain
or make such Consents or to make such filings or notifications, would not reasonably be expected to have a Material Adverse Effect on
SPAC.

 9

 3.4             Non-Contravention .
Except as otherwise described on Schedule ‎3.4 , the execution and delivery by SPAC of this Agreement and each Ancillary Document
to which it is a party, the consummation by SPAC of the transactions contemplated hereby and thereby, and compliance by SPAC with any
of the provisions hereof and thereof, will not (a) conflict with or violate any provision of SPAC’s Organizational Documents,
(b) contravene or conflict with or constitute a violation of any provisions of Law or Order binding upon or applicable to SPAC,
(c) subject to obtaining the Consents from Governmental Authorities referred to in Section ‎3.3 hereof, and the
waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict
with or violate any Law, Order or Consent applicable to SPAC or any of its properties or assets, or (d) (i) violate, conflict
with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute
a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate
the performance required by SPAC under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation
to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of
SPAC under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give
any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate
the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions
or provisions of, any SPAC Material Contract, except for any deviations from any of the foregoing clauses (c) or (d) that would
not reasonably be expected to have a Material Adverse Effect on SPAC.

 3.5             Capitalization .

 (a)            SPAC’s
authorized share capital is US$48,100, comprised of: (i) 480,000,000 SPAC Ordinary Shares, consisting of 400,000,000 SPAC Class A
Ordinary Shares, par value $0.0001 per share, of which 23,000,000 SPAC Class A Ordinary Shares are issued and outstanding as of
the date of this Agreement, and 80,000,000 SPAC Class B Ordinary Shares, par value $0.0001 per share, of which 5,750,000 SPAC Class B
Ordinary Shares are issued and outstanding as of the date of this Agreement, and (ii) 1,000,000 SPAC Preference Shares, par value
$0.0001 per share, of which no shares are issued and outstanding as of the date of this Agreement. All issued and outstanding SPAC Ordinary
Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to or issued in violation of any purchase
option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Act (prior to the
Conversion), SPAC’s Organizational Documents or any Contract to which SPAC is a party. None of the outstanding SPAC Ordinary Shares
has been issued in violation of any applicable securities Laws.

 (b)            Other
than warrants that may be issued in connection with items described in Schedule 3.5(a)-(c) and the borrowing described in
the proviso to Section 6.3(b)(iv) , there are outstanding: (i) 11,500,000 SPAC Public Warrants; (ii) 4,000,000 SPAC
Private Warrants held by Sponsor; and (iii) 2,000,000 SPAC Private Warrants held by the IPO Underwriter. All outstanding SPAC Warrants
are duly authorized, validly issued, fully paid and non-assessable and are not subject to or issued in violation of any purchase option,
right of first refusal, preemptive right, subscription right or any similar right under any provision of the Act, the SPAC Organizational
Documents or any Contract to which SPAC is a party. None of the outstanding SPAC Warrants have been issued in violation of any applicable
securities Laws.

 (c)            Except
as set forth on Schedules ‎ 3.5(a)-(c) there are no (i) outstanding options, warrants, puts, calls, convertible
securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that
are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements,
Contracts or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or
unissued shares of SPAC or (B) obligating SPAC to issue, transfer, deliver or sell or cause to be issued, transferred, delivered,
sold or repurchased any options or shares or securities convertible into or exchangeable for such shares, or (C) obligating SPAC
to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for
such capital shares. Other than the Redemption or as expressly set forth in this Agreement, there are no outstanding obligations of SPAC
to repurchase, redeem or otherwise acquire any shares of SPAC or to provide funds to make any investment (in the form of a loan, capital
contribution or otherwise) in any Person. Except as set forth on Schedule 3.5(c) , there are no shareholders agreements, voting
trusts or other agreements or understandings to which SPAC is a party with respect to the voting of any shares of SPAC.

 10

 (d)            All
Indebtedness of SPAC as of the date of this Agreement is disclosed on Schedule 3.5(d) . No Indebtedness of SPAC contains any restriction
upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by SPAC or (iii) the ability
of SPAC to grant any Lien on its properties or assets.

 (e)            Since
the date of formation of SPAC, and except as contemplated by this Agreement, SPAC has not declared or paid any distribution or dividend
in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and SPAC’s board of directors
has not authorized any of the foregoing.

 3.6             SEC
Filings and SPAC Financials .

 (a)            SPAC,
since the IPO, has filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required
to be filed or furnished by SPAC with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements
or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent
to the date of this Agreement (collectively, as they have been amended, restated, or supplemented since the time of their filing, the “ SEC
Reports ”) and SPAC has not taken any action prohibited by Section 402 of SOX regarding this Section 3.6(a) .
All of the SEC Reports and all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act,
and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to any SEC Report (collectively, the “ Public Certifications ”)
are available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system (EDGAR) in full without redaction. As of their
respective dates, or, if amended, restated, or superseded by a subsequent filing prior to the date hereof, as of the date of the last
such amendment, restatement, or superseding filing (and, in the case of registration statements and proxy statements, on the dates of
effectiveness and the dates of the relevant meetings, respectively), the SEC Reports (x) were prepared in all material respects
in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations
thereunder and (y) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not
misleading.

 (b)            As
of the date of this Agreement, (A) SPAC Public Units, SPAC Class A Ordinary Shares, and SPAC Public Warrants are listed on
the NYSE American, (B) SPAC has not received any written deficiency notice from the NYSE American relating to the continued listing
requirements of such SPAC Securities, (C) there are no Actions pending or, to the Knowledge of SPAC, threatened against SPAC by
the Financial Industry Regulatory Authority with respect to any intention by such entity to suspend, prohibit or terminate the quoting
of such SPAC Securities on the NYSE American and (D) SPAC is in compliance with all of the applicable corporate governance rules of
the NYSE American.

 (c)            SPAC
maintains disclosure controls and procedures required by Rules 13a-15 or Rule 15d-15 under the Exchange Act; such controls
and procedures are reasonably designed to ensure that all material information concerning SPAC and other material information required
to be disclosed by SPAC in the reports and other documents that it files or furnishes under the Exchange Act is made known on a timely
basis to the individuals responsible for the preparation of SPAC’s SEC filings and other public disclosure documents.

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

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

 11

 (f)             There
are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the
Exchange Act) or director of SPAC.

 3.7             Absence
of Certain Changes . As of the date of this Agreement, except as set forth on Schedule ‎3.7 , SPAC has, (a) since its
formation, conducted no business other than its formation, the public offering of its securities (and the related private offerings),
public reporting and its search for an initial Business Combination as described in the IPO Prospectus (including the investigation of
the Target Companies and the negotiation and execution of this Agreement) and related activities and (b) since December 31,
2025 through the date of this Agreement, not been subject to a Material Adverse Effect on SPAC.

 3.8             Compliance
with Laws . SPAC is, and has since its formation been, in compliance with all Laws applicable to it and the conduct of its business
except for such noncompliance which would not reasonably be expected to have a Material Adverse Effect on SPAC, and SPAC has not received
written notice alleging any violation of applicable Law in any material respect by SPAC.

 3.9             Actions;
Orders; Permits . There is no pending or, to the Knowledge of SPAC, threatened material Action to which SPAC is subject which would
reasonably be expected to have a Material Adverse Effect on SPAC. There is no material Action that SPAC has pending against any other
Person. SPAC is not subject to any material Orders of any Governmental Authority, nor are any such Orders pending. SPAC holds all material
Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all
of which are in full force and effect, except where the failure to hold such Consent or for such Consent to be in full force and effect
would not reasonably be expected to have a Material Adverse Effect on SPAC.

 3.10           Taxes
and Returns .

 (a)            SPAC
has timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which Tax Returns are accurate and
complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes
required to be paid, collected or withheld, other than such Taxes for which adequate reserves in SPAC Financials have been established
in accordance with GAAP. Schedule ‎ 3.10(a) sets forth each jurisdiction where SPAC files or is required to file
a Tax Return. There are no audits, examinations, investigations or other proceedings pending against SPAC in respect of any Tax, and
SPAC has not been notified in writing of any proposed Tax claims or assessments against SPAC (other than, in each case, claims or assessments
for which adequate reserves in SPAC Financials have been established in accordance with GAAP or are immaterial in amount). There are
no Liens with respect to any Taxes upon any of SPAC’s assets, other than Permitted Liens. SPAC has no outstanding waivers or extensions
of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by SPAC for any extension
of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

 (b)            Since
the date of its incorporation, SPAC has not (i) changed any Tax accounting methods, policies or procedures except as required by
a change in Law, (ii) made, revoked or amended any material Tax election, (iii) filed any amended Tax Returns or claim for
refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund.

 (c)            To
the Knowledge of SPAC, there are no facts or circumstances that would reasonably be expected to prevent the transactions contemplated
by this Agreement from qualifying for the Intended Tax Treatment.

 3.11           Employees
and Employee Benefit Plans . SPAC does not (a) now have, nor at any time previously has had, any paid employees, or (b) have
any obligation to maintain, sponsor, contribute to after the Closing or otherwise have any Liability that will survive the Closing under,
any Benefit Plans. The consummation of the transactions contemplated under this Agreement will not: (i) entitle any individual to
severance pay, unemployment compensation or other benefits or compensation, (ii) accelerate the time of payment, funding or vesting,
or increase the amount of any compensation due, or in respect of, any individual, or (iii) result in or satisfy a condition to the
payment of compensation that would, in combination with any other payment, result in an “excess parachute payment” within
the meaning of Code Section 280G.

 12

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

 3.13           Material
Contracts .

 (a)            Except
as set forth on Schedule ‎ 3.13(a) , other than this Agreement and the Ancillary Documents, there are no Contracts to
which SPAC is a party or by which any of its properties or assets may be bound, subject or affected, which creates or imposes a Liability
greater than $250,000 (each, a “ SPAC Material Contract ”). All SPAC Material Contracts have been made available
to the Company other than those that are exhibits to the SEC Reports.

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

 3.14           Transactions
with Affiliates . Schedule ‎3.14 sets forth a true, correct and complete list of the Contracts and arrangements that are
in existence as of the date of this Agreement under which there are any existing or future Liabilities or obligations between SPAC and
any (a) present or former director, officer or employee or Affiliate of SPAC, or any immediate family member of any of the foregoing,
or (b) record or beneficial owner of more than ten percent (10%) of SPAC’s outstanding capital stock as of the date hereof.

 3.15           Investment
Company Act . SPAC is not an “investment company” or a Person directly or indirectly “controlled” by or acting
on behalf of an “investment company”, or required to register as an “investment company”, in each case within
the meaning of the Investment Company Act of 1940, as amended (the “ Investment Company Act ”).

 3.16           Finders
and Brokers . Except as set forth on Schedule ‎3.16 , no broker, finder or investment banker is entitled to any brokerage,
finder’s or other fee or commission from SPAC, the Target Companies or any of their respective Affiliates in connection with the
transactions contemplated hereby based upon arrangements made by or on behalf of SPAC.

 3.17           Certain
Business Practices .

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

 (b)            The
operations of SPAC are and have been conducted at all times in material compliance with money laundering statutes in all applicable jurisdictions,
the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced
by any Governmental Authority, and no Action involving SPAC with respect to any of the foregoing is pending or, to the Knowledge of SPAC,
threatened.

 13

 (c)            None
of SPAC or any of its directors or officers, or, to the Knowledge of SPAC, any other Representative acting on behalf of SPAC is currently
(i) identified on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S. sanctions
administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”), the U.S. Department
of State, or other applicable Governmental Authority; (ii) organized, resident, or located in, or a national of a comprehensively
sanctioned country; or (iii) in the aggregate, fifty percent (50%) or greater owned, directly or indirectly, or otherwise controlled,
by a person identified in (i) or (ii); and SPAC has not, directly or indirectly, used any funds, or loaned, contributed or otherwise
made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any
other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation
of, any U.S. sanctions administered by OFAC or the U.S. Department of State in the last five (5) fiscal years.

 3.18           SPAC
Trust Account . As of June 10, 2026, the Trust Account had a balance of approximately $249,176,551.72. Such monies are invested
solely in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act
or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, and held in trust
by the Trustee pursuant to the Trust Agreement, or are deposited in an interest bearing or non-interest bearing bank demand deposit account
at a U.S. chartered commercial bank with consolidated assets of $100 billion or more. The Trust Agreement is valid and in full force
and effect and enforceable in accordance with its terms (subject to the Enforceability Exceptions) and has not been amended or modified.
SPAC has complied in all material respects with the terms of the Trust Agreement and is not in material breach thereof or material default
thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would
constitute such a material breach or material default by SPAC or, to the Knowledge of SPAC, by the Trustee. There are no separate contracts,
agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) between SPAC and the
Trustee that would cause the description of the Trust Agreement in the SEC Reports to be inaccurate in any material respect and/or that
would entitle any Person (other than the IPO Underwriter, Public Shareholders who shall have elected to redeem their SPAC Class A
Ordinary Shares pursuant to SPAC Organizational Documents (or in connection with an extension of SPAC’s deadline to consummate
a Business Combination) or Governmental Authorities for Taxes) to any portion of the proceeds in the Trust Account. Prior to the Closing,
none of the funds held in the Trust Account may be released except as described in the Trust Agreement and the IPO Prospectus. There
are no Actions pending or, to the knowledge of SPAC, threatened with respect to the Trust Account.

 3.19           Exclusivity
of Representations .

 (a)            None
of the SPAC nor its respective Representatives have made any representation or warranty as to the SPAC, or this Agreement, except as
expressly set forth in this Agreement (including the related portions of the SPAC Disclosure Schedules) or in any certificate delivered
by SPAC pursuant hereto, or with respect to the information provided by or on behalf of the SPAC for the Registration Statement.

 (b)            SPAC
specifically disclaims that it is relying upon or has relied upon any other representations and warranties that may have been made by
any Person and acknowledges and agrees that the Company, Pubco and the Merger Subs have specifically disclaimed any such other representations
and warranties.

 3.20           Information
Supplied . None of the information supplied or to be supplied by SPAC expressly for inclusion or incorporation by reference: (a) in
any current report on Form 8-K, and any exhibits thereto (including the Signing Filing, Signing Press Release, Closing Filing, and
Closing Press Release) or any other report, form, registration or other filing made with any Governmental Authority or stock exchange
with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or
(c) in the mailings or other distributions to SPAC’s shareholders and/or prospective investors with respect to the consummation
of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will,
when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under
which they are made, not misleading (provided, if such information is revised by any subsequently filed amendment or supplement to the
Registration Statement prior to the time the Registration Statement is declared effective by the SEC, this Section 3.20 shall solely
refer to the time of such subsequent revision or supplement). Notwithstanding the foregoing, SPAC makes no representation, warranty or
covenant with respect to any information supplied by or on behalf of a Company Party, a Target Company or any of their respective Affiliates.

 14

 Article IV

REPRESENTATIONS AND WARRANTIES OF

COMPANY, PUBCO AND THE MERGER SUBS

 Each of the Company, Pubco
and the Merger Subs, jointly and severally, represents and warrants to SPAC as follows:

 4.1             Organization
and Standing . Pubco and SPAC Merger Sub are each corporations duly incorporated, validly existing and in good standing under the
Laws of the State of Delaware and Company Merger Sub is a limited liability company duly organized, validly existing and in good standing
under the Laws of Delaware. Each of Pubco and the Merger Subs has all requisite corporate or limited liability power, as applicable,
and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of Pubco and the Merger
Subs is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned,
leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where
the failure to be so qualified or licensed would not individually or in the aggregate reasonably be expected to have a material impact
on the ability of Pubco or any Merger Sub on a timely basis to consummate the Transactions. Pubco has heretofore made available to SPAC
and the Company accurate and complete copies of the Organizational Documents of Pubco and the Merger Subs, each as currently in effect.
Neither Pubco nor any Merger Sub is in violation of any provision of its Organizational Documents in any material respect.

 4.2             Authorization;
Binding Agreement . Subject to the adoption of the Amended Pubco Charter, each of Pubco and the Merger Subs has all requisite corporate
or limited liability power, as applicable, and authority to execute and deliver this Agreement and each Ancillary Document to which it
is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The
sole stockholder of Pubco, Pubco in its capacity as sole stock stockholder of SPAC Merger Sub and Pubco in its capacity as sole member
and manager of Company Merger Sub has authorized the execution, delivery and performance of this Agreement and the Ancillary Documents
and the consummation of the Mergers and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement
and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby have been
duly and validly authorized by the board of directors of Pubco and SPAC Merger Sub and no other corporate proceedings, other than as
expressly set forth elsewhere in this Agreement (including the adoption of the Amended Pubco Charter and the approval by the equity holders
of Pubco and each Merger Sub), on the part of Pubco or Merger Subs are necessary to authorize the execution and delivery of this Agreement
and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement
has been, and each Ancillary Document to which Pubco or the Merger Subs is a party has been or shall be when delivered, duly and validly
executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary
Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation
of such Party, enforceable against such Party in accordance with its terms, subject to the Enforceability Exceptions.

 4.3             Governmental
Approvals . Except as otherwise set forth on Schedule ‎4.3 , no Consent of or with any Governmental Authority, on the part
of Pubco or the Merger Subs is required to be obtained or made in connection with the execution, delivery or performance by such Party
of this Agreement and each Ancillary Document to which it is a party or the consummation by such Party of the transactions contemplated
hereby and thereby, other than (a) pursuant to Antitrust Laws, (b) such filings as contemplated by this Agreement, (c) any
filings required with the Stock Exchange or the SEC with respect to the transactions contemplated by this Agreement, (d) applicable
requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws, and the rules and
regulations thereunder, and (e) where the failure to obtain or make such Consents or to make such filings or notifications, would
not, individually or in the aggregate, reasonably be expected to have a material impact on the ability of Pubco on a timely basis to
consummate the transactions contemplated by this Agreement.

 15

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

 4.5             Capitalization .
All of the outstanding equity interests of Pubco are owned by Jeffrey Kwatinetz, free and clear of all Liens. There are no equity interests
of Pubco other than the Pubco Securities. All of the outstanding equity interests of the Merger Subs are owned by Pubco, free and clear
of all Liens. Prior to giving effect to the transactions contemplated by this Agreement, other than the Merger Subs, Pubco does not have
any Subsidiaries or own any equity interests in any other Person.

 4.6             Ownership
of Pubco Common Stock . (i) All shares of Pubco Common Stock to be issued and delivered in accordance with Article I
to the Sellers and the SPAC shareholders shall be, upon issuance and delivery of such shares, duly authorized, validly issued, fully
paid, non-assessable and free and clear of all Liens, and (ii) upon issuance and delivery of such shares to the Sellers and SPAC
shareholders, each such Person shall have good and valid title to its portion of such shares, in each case of clauses (i) and (ii),
other than restrictions arising from applicable securities Laws, the Ancillary Documents, the Amended Pubco Charter and the provisions
of this Agreement, and (iii) the issuance and sale of such shares pursuant hereto will not be subject to or give rise to any preemptive
rights or rights of first refusal.

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

 Article V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

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

 5.1             Organization
and Standing . The Company is a limited liability company duly formed, validly existing and in good standing under the Laws of the
State of Delaware and has all requisite limited liability power and authority to own, lease and operate its properties and to carry on
its business as now being conducted. Each Subsidiary of the Company is a corporation or other entity duly organized, validly existing
and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate or limited liability company
power and authority, as applicable, to own, lease and operate its properties and to carry on its business as now being conducted. Each
Target Company is duly qualified or licensed and in good standing in the jurisdiction in which it is incorporated or registered and in
each other jurisdiction where it does business or operates to the extent that the character of the property owned, or leased or operated
by it or the nature of the business conducted by it makes such qualification or licensing necessary. Schedule ‎5.1 lists all
jurisdictions in which any Target Company is qualified to conduct business and all names other than its legal name under which any Target
Company does business. The Company has provided to SPAC accurate and complete copies of its Organizational Documents and the Organizational
Documents of each of its Subsidiaries, each as amended to date and as currently in effect. No Target Company is in violation of any provision
of its Organizational Documents.

 16

 5.2             Authorization;
Binding Agreement . The Company has all requisite limited liability company power and authority to execute and deliver this Agreement
and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder
and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document
to which the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have
been duly and validly authorized by the Company’s board of managers in accordance with the Company Operating Agreement, any other
applicable Law or any Contract to which the Company or any of its equity holders is a party or by which it or its securities are bound
and (b) other than the Seller Written Consent, no other corporate proceedings on the part of the Company are necessary to authorize
the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated
hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party has been
or shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and
delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall
constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject
to the Enforceability Exceptions. The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held
(i) determined that this Agreement and the Mergers and the other transactions contemplated hereby are advisable, fair to, and in
the best interests of, the Company and its members, (ii) approved this Agreement and the Mergers and the other transactions contemplated
by this Agreement in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for
adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The Seller Written Consent is executed
by (i) Jeff Kwatinetz and O’Shea Jackson, Sr., (ii) holders of Company Securities representing at least the Class A
Majority Interest (as defined in the Company Operating Agreement), (iii) holders of Company Securities representing the Preferred
Majority Interest (as defined in the Company Operating Agreement) and (iv) holders of Company Securities representing the Series B
Preferred Majority Interest (as defined in the Company Operating Agreement), and such Seller Written Consent shall be in full force and
effect from and after the time of its delivery. The Seller Written Consent has been obtained and executed in compliance with, and is
valid and effective under, the applicable provisions of the DLLCA and any other applicable Laws and the Target Companies’ Organizational
Documents.

 5.3             Capitalization .

 (a)            All
of the issued and outstanding Company Securities are set forth on Schedule ‎ 5.3(a) ,
along with the beneficial and record owners thereof, all of which Company Securities and other equity interests are owned free and clear
of any Liens other than those imposed under the Company Operating Agreement. The issued and outstanding Company Securities constitute
all of the outstanding equity interests of the Company. All of the outstanding Company Securities and other equity interests of the Company
have been duly authorized, are fully paid and non-assessable and not in violation of any purchase option, right of first refusal, preemptive
right, subscription right or any similar right under any provision of the DLLCA, any other applicable Law, the Company Operating Agreement
or any Contract to which the Company is a party or by which it or its securities are bound. The Company does not directly or indirectly
hold any Company Securities or other equity interests of the Company in its treasury. All of the Company’s securities have been
granted, offered, sold and issued in compliance with all applicable securities Laws. The rights, privileges and preferences of the Company
Securities are as stated in the Company Operating Agreement and as provided by the DLLCA. The Company Interests consist solely of Class A
Units, Class B Units and Preferred Units. The Preferred Units consist solely of the Series A Preferred Units and the Series B
Preferred Units. There are no equity securities of the Company that are owned by the Company in treasury or any equity securities of
the Company owned by any direct or indirect Subsidiary of the Company.

 (b)            There
are no Company Convertible Securities (other than the Company Convertible Securities set forth on Schedule ‎ 5.3(b)) ,
or preemptive rights or rights of first refusal or first offer, nor are there any Contracts, commitments, arrangements or restrictions
to which the Company or any of its equity holders is a party or bound relating to any equity securities of the Company, whether or not
outstanding. Except as set forth on Schedule ‎ 5.3(b) , there are no issued, reserved for issuance, outstanding or authorized
option, restricted unit award, restricted interest award, profits interest, profit participation, equity appreciation, phantom equity,
or equity-based award or similar rights with respect to the Company. Except as set forth on Schedule ‎ 5.3(b) , there
are no voting trusts, proxies, shareholder agreements or any other agreements or understandings with respect to the voting of the Company’s
equity interests. Except as set forth in the Company Operating Agreement, there are no outstanding contractual obligations of the Company
to repurchase, redeem or otherwise acquire any equity interests or securities of the Company, nor has the Company granted any registration
rights to any Person with respect to the Company’s equity securities. All of the Company’s securities have been granted,
offered, sold and issued in compliance with all applicable securities Laws. As a result of the consummation of the transactions contemplated
by this Agreement, no equity interests of the Company are issuable and no rights in connection with any interests, warrants, rights,
options or other securities of the Company accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility
or otherwise).

 17

 (c)            Since
January 1, 2025, the Company has not declared or paid any distribution or dividend in respect of its equity interests and has not
repurchased, redeemed or otherwise acquired any equity interests of the Company, and the members of the Company have not authorized any
of the foregoing.

 5.4             Subsidiaries .
 Schedule ‎5.4 sets forth the name of each Subsidiary of the Company, and with respect to each Subsidiary (a) its jurisdiction
of organization, (b) its authorized shares or other equity interests (if applicable), (c) the number of issued and outstanding
shares or other equity interests and the record holders and beneficial owners thereof and (d) its Tax election to be treated as
a corporate or a disregarded entity under the Code and any state or applicable non-U.S. Tax laws, if any. All of the outstanding equity
securities of each Subsidiary of the Company are duly authorized and validly issued, fully paid and non-assessable (if applicable), and
were offered, sold and delivered in compliance with all applicable securities Laws, and other than as set forth in Schedule 5.4,
are owned by one or more of the Target Companies, and are owned by such Target Companies free and clear of all Liens (other than those,
if any, imposed by such Subsidiary’s Organizational Documents). There are no Contracts to which the Company or any of its Affiliates
is a party or bound with respect to the voting (including voting trusts or proxies) of the equity interests of any Subsidiary of the
Company other than the Organizational Documents of any such Subsidiary. Other than as set forth in Schedule ‎5.4 , there are
no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any
Subsidiary of the Company is a party or which are binding upon any Subsidiary of the Company providing for the issuance or redemption
of any equity interests of any Subsidiary of the Company. Other than as set forth in Schedule ‎5.4 , there are no issued, reserved
for issuance, outstanding or authorized option, restricted unit award, restricted interest award, profits interest, equity appreciation,
phantom equity, profit participation, or equity-based award or similar rights granted by any Subsidiary of the Company. Other than as
set forth in Schedule ‎5.4 , no Target Company has any limitation, whether by Contract, Order or applicable Law, on its ability
to make any distributions or dividends to its equity holders or repay any debt owed to another Target Company. Except for the equity
interests of the Subsidiaries listed on Schedule ‎5.4(a) , the Company does not own or have any rights to acquire, directly
or indirectly, any equity interests of, or otherwise Control, any Person. None of the Company or its Subsidiaries is a participant in
any joint venture, partnership or similar arrangement. There are no outstanding contractual obligations of a Target Company to provide
funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

 5.5             Governmental
Approvals . Except as otherwise described on Schedule ‎5.5 , no Consent of or with any Governmental Authority on the part
of any Target Company is required to be obtained or made in connection with the execution, delivery or performance by the Company of
this Agreement or any Ancillary Documents or the consummation by the Company of the transactions contemplated hereby or thereby other
than (a) such filings as are expressly contemplated by this Agreement or (b) pursuant to Antitrust Laws.

 5.6             Non-Contravention .
Except as otherwise described on Schedule ‎5.6 , the execution and delivery by the Company (or any other Target Company, as
applicable) of this Agreement and each Ancillary Document to which any Target Company is or is required to be a party or otherwise bound,
and the consummation by any Target Company of the transactions contemplated hereby and thereby and compliance by any Target Company with
any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Target Company’s Organizational
Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section ‎5.5 hereof,
the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied,
conflict with or violate any Law, Order or Consent applicable to any Target Company or any of its material properties or assets, or (c) (i) violate,
conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would
constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate
the performance required by any Target Company under, (v) result in a right of termination or acceleration under, (vi) give
rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the
properties or assets of any Target Company under, (viii) give rise to any obligation to obtain any third party Consent or provide
any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback,
penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation
or other term under, any of the terms, conditions or provisions of any Company Material Contract.

 18

 5.7             Financial
Statements .

 (a)             Schedule
 ‎ 5.7(a) contains true and correct copies of the Unaudited Financial Statements. The Unaudited Financial Statements
(A) were prepared from the books and records of the Target Companies as of the times and for the periods referred to therein, (B) were
prepared in accordance with GAAP, consistently applied throughout and among the periods involved (except as may be indicated in the notes
thereto), and (C) fairly present in all material respects the consolidated financial position of the Target Companies as of the
respective dates thereof and the consolidated results of the operations of the Target Companies for the periods indicated.

 (b)            The
Target Companies do not have any Indebtedness other than the Indebtedness set forth on Schedule ‎ 5.7(b) , which schedule
sets forth the amounts (including principal and any accrued but unpaid interest or other obligations) and applicable Target Company with
respect to such Indebtedness. Except as disclosed on Schedule ‎ 5.7(b) , no Indebtedness of any Target Company contains
any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by any Target Company,
or (iii) the ability of the Target Companies to grant any Lien on their respective properties or assets.

 (c)            Each
Target Company maintains accurate books and records reflecting its assets and Liabilities and maintains proper and adequate internal
accounting controls that provide reasonable assurance that (i) such Target Company does not maintain any off-the-book accounts and
that such Target Company’s assets are used only in accordance with such Target Company’s management directives, (ii) transactions
are executed with management’s authorization, (iii) transactions are recorded as necessary to permit preparation of the financial
statements of such Target Company and to maintain accountability for such Target Company’s assets, (iv) access to such Target
Company’s assets is permitted only in accordance with management’s authorization, (v) the reporting of such Target Company’s
assets is compared with existing assets at regular intervals and verified for actual amounts, and (vi) accounts, notes and other
receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts,
notes and other receivables on a current and timely basis. All of the financial books and records of the Target Companies are complete
and accurate in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance
with applicable Laws. No Target Company has been subject to or involved in any material fraud that involves management or other employees
who have a significant role in the internal controls over financial reporting of any Target Company. To the Knowledge of the Company,
no Target Company employee has engaged in any fraud with respect to the business activities or operations of any Target Company. In the
past five (5) years, no Target Company or its Representatives has received any written complaint, allegation, assertion or claim
regarding the accounting or auditing practices, procedures, methodologies or methods of any Target Company or its internal accounting
controls, including any material written complaint, allegation, assertion or claim that any Target Company has engaged in questionable
accounting or auditing practices.

 (d)            Except
as set forth on Schedule ‎ 5.7(d) , no Target Company is subject to any Liabilities or obligations required to be reflected
on a balance sheet prepared in accordance with GAAP, except for those that are either (i) adequately reflected or reserved on or
provided for in the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2025 and contained in the
Company Financials or (ii) not material and that were incurred after December 31, 2025 in the ordinary course of business consistent
with past practice (other than Liabilities for breach of any Contract or violation of any Law).

 (e)            All
accounts, notes and other receivables, whether or not accrued, and whether or not billed, of the Target Companies arose from sales actually
made or services actually performed in the ordinary course of business and represent valid obligations to a Target Company arising from
its business.

 5.8             Absence
of Certain Changes . Except as set forth on Schedule ‎5.8 , since December 31, 2025, each Target Company has (a) conducted
its business only in the ordinary course of business consistent with past practice, (b) not been subject to a Material Adverse Effect
and (c) has not taken any action or committed or agreed to take any action that would be prohibited by Section ‎6.2(b) (without
giving effect to Schedule ‎6.2 ) if such action were taken on or after the date hereof without the consent of SPAC.

 19

 5.9             Compliance
with Laws . Since January 1, 2024, no Target Company is or has been in material conflict or material non-compliance with, or
in material default or violation of, nor has any Target Company received, since January 1, 2024, any written or, to the Knowledge
of the Company, oral notice of any material conflict or non-compliance with, or material default or violation of, any applicable Laws
by which it or any of its properties, assets, employees, business or operations are or were bound or affected.

 5.10           Company
Permits . Each Target Company (and its employees who are legally required to be licensed by a Governmental Authority in order to perform
his or her duties with respect to his or her employment with any Target Company), holds all Permits necessary to lawfully conduct in
all material respects its business as presently conducted, and as currently contemplated to be conducted, and to own, lease and operate
its assets and properties (collectively, the “ Company Permits ”). The Company has made available to SPAC true,
correct and complete copies of all material Company Permits, all of which material Company Permits are listed on Schedule ‎5.10 .
All of the Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or,
to the Company’s Knowledge, threatened. No Target Company is in violation in any material respect of the terms of any Company Permit,
and no Target Company has received any written or, to the Knowledge of the Company, oral notice of any Actions relating to the revocation
or modification, of any Company Permit.

 5.11           Litigation .
Except as described on Schedule ‎5.11 , there is no (a) Action of any nature currently pending or, to the Company’s
Knowledge, threatened, and no such Action has been brought or, to the Company’s Knowledge, threatened in the past three (3) years;
or (b) Order now pending or outstanding or that was rendered by a Governmental Authority in the past three (3) years, in either
case of (a) or (b) by or against any Target Company, its current or former directors, managers, officers or equity holders
(provided, that any litigation involving the directors, officers or equity holders of a Target Company must be related to the Target
Company’s business, equity securities or assets), its business, equity securities or assets. Schedule 5.11 sets forth a
true and correct amount in controversy of any such Action or Order that is pending or outstanding. The items listed on Schedule ‎5.11 ,
if finally determined adversely to the Target Companies, will not have, either individually or in the aggregate, a Material Adverse Effect
upon any Target Company. None of the current officers, senior management, managers or directors of any Target Company have been charged
with, indicted for, arrested for, or convicted of any felony or any crime involving fraud. No Target Company has made any claim against
an insurance policy as to which the insurer is denying coverage.

 5.12           Material
Contracts .

 (a)             Schedule
 ‎ 5.12(a) sets forth a true, correct and complete list of, and the Company has made available to SPAC (including written
summaries of oral Contracts) true, correct and complete copies of, each Contract to which any Target Company is a party or by which any
Target Company, or any of its properties or assets are bound or affected (each Contract required to be set forth on Schedule ‎ 5.12(a) ,
a “ Company Material Contract ”) that:

 (i)            contains
covenants that limit the ability of any Target Company (A) to compete in any line of business or with any Person or in any geographic
area or to sell, or provide any service or product or solicit any Person, including any non-competition covenants, employee and customer
non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B) to purchase or acquire
an interest in any other Person;

 (ii)           involves
any joint venture, profit-sharing, partnership, limited liability company or other similar agreement or arrangement relating to the formation,
creation, operation, management or control of any partnership or joint venture (other than the Company Operating Agreement);

 (iii)          involves
any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative
financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever,
whether tangible or intangible, including currencies, interest rates, foreign currency and indices;

 (iv)         evidences
Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of any Target Company having an outstanding principal amount
in excess of $300,000;

 20

 (v)           involves
the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess of $300,000
(other than in the ordinary course of business consistent with past practice) or shares or other equity interests of any Target Company
or another Person;

 (vi)          relates
to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other entity
or its business or material assets or the sale of any Target Company, its business or material assets;

 (vii)         by
its terms, individually or with all related Contracts, resulted, during the twelve (12)-month period prior to the date hereof, in aggregate
payments or receipts to or by the Target Companies under such Contract or Contracts of at least $300,000;

 (viii)        is
with any Top Customer or Top Supplier;

 (ix)          obligates
the Target Companies to provide continuing indemnification or a guarantee of obligations of a third party after the date hereof in excess
of $300,000;

 (x)            is
between any Target Company and any directors, officers or employees of a Target Company (other than at-will employment arrangements with
employees entered into in the ordinary course of business consistent with past practice), including all non-competition, severance and
indemnification agreements, or any Related Person;

 (xi)          obligates
the Target Companies to make any capital commitment or expenditure in excess of $300,000 (including pursuant to any joint venture);

 (xii)          relates
to a material settlement entered into within three (3) years prior to the date of this Agreement or under which any Target Company
has outstanding obligations (other than customary confidentiality obligations);

 (xiii)         provides
another Person (other than another Target Company or any manager, director or officer of any Target Company) with a power of attorney;

 (xiv)        is
a Company IP License or Outbound IP License or relates to the development, ownership, licensing or use of any Intellectual Property by,
to or from any Target Company, other than Off-the-Shelf Software;

 (xv)         that
will be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required to be filed
by the Company as an exhibit for a Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under
the Securities Act as if the Company was the registrant;

 (xvi)        each
Collective Bargaining Agreement by which a Target Company is bound or to which a Target Company is a party; or

 (xvii)       is
otherwise material to any Target Company and not described in clauses (i) through ‎(xiv) above.

 (b)            Except
as disclosed on Schedule ‎ 5.12(b) , with respect to each Company Material Contract: (i) such Company Material Contract
is valid and binding and enforceable in all respects against the Target Company party thereto and, to the Knowledge of the Company, each
other party thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability
Exceptions), (ii) the consummation of the transactions contemplated by this Agreement will not affect the validity or enforceability
of any Company Material Contract, (iii) no Target Company is in breach or default in any material respect, and no event has occurred
that with the passage of time or giving of notice or both would constitute a material breach or default by any Target Company, or permit
termination or acceleration by the other party thereto, under such Company Material Contract; (iv) to the Knowledge of the Company,
no other party to such Company Material Contract is in breach or default in any material respect, and no event has occurred that with
the passage of time or giving of notice or both would constitute such a material breach or default by such other party, or permit termination
or acceleration by any Target Company, under such Company Material Contract; (v) no Target Company has received written or, to the
Knowledge of the Company, oral notice of an intention by any party to any such Company Material Contract that provides for a continuing
obligation by any party thereto to terminate such Company Material Contract or amend the terms thereof, other than modifications in the
ordinary course of business that do not adversely affect any Target Company; and (vi) no Target Company has waived any material
rights under any such Company Material Contract.

 21

 5.13           Intellectual
Property .

 (a)             Schedule
 ‎ 5.13(a)(i) sets forth a true and complete list of: (i) all U.S. and foreign registered Patents, Trademarks,
Copyrights and Internet Assets and applications owned or licensed by a Target Company or otherwise used or held for use by a Target Company
in which a Target Company is the owner, applicant or assignee (“ Company Registered IP ”), specifying as to each
item, as applicable: (A) the nature of the item, including the title, (B) the owner of the item, (C) the jurisdictions
in which the item is issued or registered or in which an application for issuance or registration has been filed and (D) the issuance,
registration or application numbers and dates and (ii) all material unregistered Intellectual Property owned or licensed or purported
to be owned or licensed by a Target Company. Schedule ‎ 5.13(a)(ii) sets forth a true and complete list of all
Intellectual Property licenses, sublicenses and other agreements or permissions (“ Company IP Licenses ”) (other
than Contracts for “shrink wrap,” “click wrap” and “off the shelf” Software or other uncustomized
Software commercially available on standard terms to the public generally with license, maintenance, support and other fees of less than
$10,000 per year (collectively, “ Off-the-Shelf Software ”), which are not required to be listed, although such
licenses are “Company IP Licenses” as that term is used herein), under which a Target Company is a licensee or otherwise
is authorized to use or practice any Intellectual Property, and describes (A) the applicable Intellectual Property licensed, sublicensed
or used and (B) any royalties, license fees or other compensation due from a Target Company, if any. Each Target Company solely
and exclusively owns, free and clear of all Liens (other than Permitted Liens), all right, title, and interest in and to all Intellectual
Property owned (or purported to be owned), in whole or in part, by such Target Company and has valid and enforceable rights in, and has
the unrestricted right to use, sell, license, transfer or assign, all other Intellectual Property currently used, licensed or held for
use by such Target Company, and previously used or licensed by such target Company, except for the Intellectual Property that is the
subject of the Company IP Licenses or subject to a Permitted Lien. No item of Company Reg…

EX-10.1 · SPONSOR SUPPORT AGREEMENT

EX-10.1
 3
 tm2617801d1_ex10-1.htm
 SPONSOR SUPPORT AGREEMENT

 Exhibit 10.1

 Execution Copy

 SPONSOR SUPPORT AGREEMENT

 This Sponsor Support Agreement
(this “ Agreement ”) is dated as of June 12, 2026, by and among Graf Global Corp., a Cayman Islands exempted company
(“ SPAC ”), Graf Global Sponsor LLC, a Delaware limited liability company (the “ Sponsor ”), Halfcourt
Holdco, Inc., a Delaware corporation (“ Pubco ”), and BIG3 HoldCo LLC, a Delaware limited liability company (the
 “ Company ”), and the other parties set forth on the signature pages hereto or which execute a joinder to this Agreement
(such parties, together with Sponsor, the “ Insiders ”). Capitalized terms used but not defined herein shall have the
respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

 RECITALS

 WHEREAS, as of the date hereof,
each Insider is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange
Act) of such number of shares of SPAC Ordinary Shares and SPAC Warrants as set forth opposite such Insider’s name on Schedule I
attached hereto (all such securities of such Insider are referred to herein as the “ Subject Securities ”);

 WHEREAS, concurrently with
the execution and delivery of this Agreement, the Company, Pubco, Halfcourt Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary
of Pubco (“ SPAC Merger Sub ”), Halfcourt Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary
of Pubco (“ Company Merger Sub ,” and together with SPAC Merger Sub, the “ Merger Subs ”), and the SPAC,
have entered into a Business Combination Agreement (as may be amended, supplemented, restated or otherwise modified from time to time,
the “ Business Combination Agreement ”), pursuant to which, among other things, on the day prior to the Closing Date,
immediately prior to the Conversion and immediately prior to the SPAC Merger Effective Time, each issued and outstanding SPAC Class B
Ordinary Share will be automatically converted into SPAC Class A Ordinary Shares, on a one-for-one basis, in accordance with the
terms of the SPAC Organizational Documents and this Agreement (the “ SPAC Class B Conversion ”) and pursuant to
the Conversion, each issued and outstanding SPAC Ordinary Share (for the avoidance of doubt, after effecting the SPAC Class B Conversion)
will be automatically converted into shares of SPAC Common Stock, on a one-for-one basis, in accordance with the terms of the SPAC Organizational
Documents and the Business Combination Agreement;

 WHEREAS, subject to the terms
and conditions of the Business Combination Agreement and in accordance with the DGCL, on the Closing Date, at the SPAC Merger Effective
Time, SPAC Merger Sub will merge with and into the SPAC (the “ SPAC Merger ”), with the SPAC surviving as a wholly-owned
subsidiary of Pubco, and each issued and outstanding share of SPAC Common Stock (including, for the avoidance of doubt, the shares of
SPAC Common Stock issued in connection with the SPAC Class B Conversion) will be automatically converted, as of the SPAC Merger Effective
Time, into one share of Pubco Class A Common Stock, and the SPAC Warrants will become the Pubco Warrants, in each case, on the terms
and subject to the conditions set forth in the Business Combination Agreement; and

 WHEREAS, as an inducement
to the SPAC, Pubco and the Company to enter into the Business Combination Agreement and to consummate the Transactions as contemplated
therein, the parties hereto desire to agree to certain matters as set forth herein.

 1

 NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree, as follows:

 Article I

 Support
Agreement; Covenants

  

 Section 1.01          Binding
Effect of Business Combination Agreement . Each Insider hereby acknowledges that it has read the Business Combination Agreement and
this Agreement and has had the opportunity to consult with its tax and legal advisors to understand their tax and legal implications.
During the period commencing on the date hereof and ending on the earlier to occur of (a) the Closing Date, (b) such date and
time as the Business Combination Agreement is terminated in accordance with Section 8.1 (Termination) thereof, (c) the liquidation
of the SPAC, (d) the written agreement of each of the terminating Insider (or Insiders (as applicable)), the SPAC, Pubco and the
Company with respect to terminating the rights and obligations under this Agreement of a specific Insider or a subset of Insiders, and
(e) the written agreement of all Insiders, SPAC, Pubco and the Company to terminate this Agreement in its entirety (such earlier
date, the “ Expiration Time ”), each Insider shall be bound by and comply with Section 6.15 (Confidential Information),
Section 3.18 (SPAC Trust Account), Section 6.6 (No Solicitation; Change in Recommendation), Section 6.14 (Public Announcements)
and Section 6.20 (Transaction Financing) of the Business Combination Agreement (and any relevant definitions contained in such Section)
as if such Insider was an original signatory to the Business Combination Agreement with respect to such provision.

  

 Section 1.02          No
Transfer . From the date hereof until the Expiration Time, no Insider shall (except in each case, pursuant to the Transactions), without
the prior written consent of the Company and Pubco, (i) sell, offer to sell, contract or agree to sell, assign, transfer (including
by operation of law), hypothecate, pledge, distribute, grant any option to purchase or otherwise dispose of or agree to dispose of, directly
or indirectly (other than pursuant to any non-redemption agreements that may be entered into by SPAC and such Insider in connection with
the Transactions), file (or participate in the filing of) a registration statement with the SEC (other than the Registration Statement)
or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16
of the Exchange Act, with respect to any Subject Securities of such Insider, (ii) deposit any Subject Securities of such Insider
into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that
is inconsistent with this Agreement, or (iii) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of any Subject Securities of such Insider, or (iv) publicly announce any intention
to effect any transaction specified in clauses (i) through (iii), (clauses (i), (ii) and (iii), collectively, a “ Transfer ”),
except, in each case, for any Transfers of Subject Securities of such Insider (a) to the SPAC’s officers or directors, any
affiliate or family member of any of the SPAC’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor
or any of their affiliates, or to such Insider’s officers or directors, any affiliate or family member of any of such Insider’s
officers or directors; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a
trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable
organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in
the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection
with any forward purchase agreement or similar arrangement or in connection with the consummation of the Transactions at prices no greater
than the price at which the securities were originally purchased; (f) in case of an entity, to any Affiliate of such entity, any
shareholder, partner or member of such entity or their Affiliates, any investment fund or other entity managing or managed by such entity
or any Affiliate of such entity, or who shares a common investment advisor of such entity; (g) in the event of the SPAC’s liquidation
prior to the completion of an initial business combination; (h) by virtue of the laws of the State of Delaware or the Sponsor’s
limited liability company agreement upon dissolution of the Sponsor; or (i) in the event of the SPAC’s liquidation, merger,
capital stock exchange or other similar transaction which results in all of the SPAC’s shareholders having the right to exchange
their SPAC Common Stock for cash, securities or other property subsequent to the SPAC’s completion of an initial business combination
(each of the foregoing clauses (a) through (i), a “ Permitted Transfer ”); provided , however , that
in the case of clauses (a) through (f) or (h), any Permitted Transfer shall be permitted only if, as a precondition to such
Permitted Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to the SPAC and the Company,
to assume all of the obligations of the transferring Insider under, and be bound by all of the terms of, this Agreement; provided ,
 further , that any Transfer permitted under this Section 1.02 shall not relieve such Insider of its obligations under
this Agreement. Any Transfer in violation of this Section 1.02 with respect to the Subject Securities of an Insider shall
be void ab initio and of no force or effect.

  

 2

  

  

 Section 1.03          New
Shares . In the event that, during the period commencing on the date hereof and ending at the Expiration Time, (a) any SPAC Ordinary
Shares are issued to an Insider after the date of this Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification,
combination or exchange of SPAC Ordinary Shares or otherwise, (b) such Insider purchases or otherwise acquires beneficial ownership
of any SPAC Ordinary Shares or (c) such Insider acquires the right to vote or share in the voting of any SPAC Ordinary Shares (collectively
the “ New Securities ”), then such New Securities acquired or purchased by such Insider shall be subject to the terms
of this Agreement to the same extent as if they constituted the Subject Securities owned by the Insider as of the date hereof.

  

 Section 1.04          Voting
Agreements .

  

 (a)            From
the date hereof until the Expiration Time, at any meeting of the holders of SPAC Ordinary Shares, however called (or any adjournment or
postponement thereof), or in any other circumstance in which the vote, consent or other approval of the holders of SPAC Ordinary Shares
is sought, each Insider shall (x) appear at each such meeting, in person or by proxy, or otherwise cause all of its SPAC Ordinary
Shares to be counted as present thereat for purposes of calculating a quorum and (y) vote (or cause to be voted), or execute and
deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its SPAC Ordinary Shares:

  

 (i)           in
favor of the SPAC Shareholder Approval Matters;

  

 (ii)          against
any Alternative Transaction;

  

 (iii)         against
any business combination agreement or merger (other than the Business Combination Agreement and the Transactions), consolidation, combination,
sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC;

  

 (iv)         against
any proposal, action or agreement that would (A) materially impede, frustrate, prevent or nullify any provision of this Agreement,
the Business Combination Agreement or the Transactions, (B) result in a breach in any respect of any covenant, representation, warranty
or any other obligation or agreement of SPAC under the Business Combination Agreement or (C) result in any of the conditions set
forth in Article VII of the Business Combination Agreement not being fulfilled.

  

 (b)           From
the date hereof until the Expiration Time, each Insider hereby unconditionally and irrevocably agrees it, as applicable, shall:

  

 (i)           not
commit or agree to take any action inconsistent with the foregoing covenants set forth in Section 1.04(a) ; and

  

 3

  

  

 (ii)          not
redeem any SPAC Class A Ordinary Shares owned by the Insider in connection with the exercise of Redemption rights in connection with
the Transactions or an Extension (if any).

  

 No Insider shall commit or agree to take any action
inconsistent with the foregoing. The obligations under this Section 1.04 shall apply whether or not the SPAC Board or other
governing body or any committee or subgroup thereof recommends any of the SPAC Shareholder Approval Matters and regardless of any SPAC
Change in Recommendation.

  

 Section 1.05          Sponsor
Earnout. Effective as of the Closing, an aggregate of 500,000 shares of Pubco Class A Common Stock held by the Sponsor (which,
for the avoidance of doubt, will not include any of the Sponsor Forfeited Shares or Discretionary Founder Shares (each as defined below))
(the “ Sponsor Earnout Shares ”) will be subject to vesting and will vest upon the first to be satisfied of any of the
following conditions:

  

 (a) in the
event that the sum of (x) the funds contained in the Trust Account as of immediately prior to the SPAC Merger Effective Time, plus
(y) the aggregate cash proceeds received by SPAC or Pubco in respect of any Transaction Financing, minus (z) the aggregate
amount of cash proceeds that will be required to satisfy the Redemption (and, for the avoidance of doubt, before the payment of any Expenses)
equals or exceeds $200,000,000, all of the Sponsor Earnout Shares shall immediately vest;

  

 (b) if, at
any time during the period beginning on the Closing Date and ending on the fifth (5 th ) anniversary of the Closing (the “ Earnout
Period ”), the closing price of the Pubco Class A Common Stock as reported on the Stock Exchange is greater than or equal
to $15.00 (the “ Earnout Price ”) for a period of at least 20 days (which need not be consecutive) out of 30 consecutive
trading days, all of the Sponsor Earnout Shares shall immediately vest; and

  

 (c) in the
event that there is a Sale of Pubco during the Earnout Period, and the holders of Pubco Common Stock receive a Sale Price that is greater
than or equal to the Earnout Price, all of the Sponsor Earnout Shares shall immediately vest.

  

 In the event that there is a Sale of Pubco during
the Earnout Period, and immediately prior to (but subject to) the consummation of the Sale, the holders of Pubco Common Stock receive
a Sale Price that is less than the Earnout Price, (i) if such Sale Price is payable in cash or in the form of privately held securities
or other consideration other than publicly tradable securities, then all of the Sponsor Earnout Shares shall be deemed forfeited and cancelled
for no consideration or (ii) if such price is payable in the form of publicly tradable securities, then Pubco shall cause the acquiror
in such Sale to provide for the conversion of all of the Sponsor Earnout Shares into the kind and amount of such publicly tradable securities
receivable upon such Sale of Pubco that the holders of Pubco Common Stock receive in such Sale and shall provide that the Earnout Shares,
as so converted, shall remain subject to vesting as set forth in this Section 1.05 , with an appropriate adjustment to the
Earnout Price to provide to the Sponsor the same economic effect as contemplated by this Agreement prior to such event.

  

 In the event Pubco shall at any time during the
Earnout Period pay any dividend on Pubco Common Stock by the issuance of additional shares of Pubco Common Stock, or effect a subdivision,
recapitalization, split, or combination, exchange or consolidation of the outstanding Pubco Comon Stock (by reclassification or otherwise)
into a greater or lesser number of shares of Pubco Common Stock, then in each such case, in respect of the Sponsor Earnout Shares (i) the
number of Sponsor Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares
of Pubco Common Stock (including any other shares so reclassified as Pubco Common Stock) outstanding immediately after such event and
the denominator of which is the number of shares of Pubco Common Stock that were outstanding immediately prior to such event, and (ii) the
Earnout Price set forth in  Section 1.05(b)  above shall be appropriately adjusted to provide to the Sponsor the same
economic effect as contemplated by this Agreement prior to such event.

  

 4

  

  

 Further, for so long as any Sponsor Earnout Share
remains subject to the vesting conditions specified in this Section 1.05 , (i) the holder thereof will not be entitled
to exercise the voting rights carried by such Sponsor Earnout Share and (ii) the holder thereof will not be entitled to receive any
dividends or other distributions in respect of such Sponsor Earnout Share; provided, that any dividends or distributions paid or made
in respect of such Sponsor Earnout Share will be retained by Pubco and invested as and to the extent determined by Pubco, and such dividends
or distributions (together with any earnings thereon) will be paid or made to the holder of such Sponsor Earnout Share only when and to
the extent that such Sponsor Earnout Share vests in accordance with this Section 1.05 .

  

 If, upon the expiration of the Earnout Period,
the vesting of the Sponsor Earnout Shares has not occurred in accordance with this Section 1.05 , then the Sponsor Earnout
Shares will be forfeited to Pubco for no consideration, and no Person (other than Pubco) will have any further right with respect thereto.

  

 Sponsor agrees that it shall not Transfer any
Sponsor Earnout Shares, until after such shares vest, if at all, in accordance with this Section 1.05 . Sponsor acknowledges
and agrees that during the Earnout Period, until such Sponsor Earnout Shares become fully vested in accordance with Section 1.05 ,
Pubco shall issue stop-transfer instructions to its transfer agent with respect to the applicable Sponsor Earnout Shares and Pubco shall
not be required to (a) transfer on its books any Sponsor Earnout Shares that have been sold or otherwise transferred in violation
of this Agreement or (b) treat as owner of such shares, or to accord the right to vote or pay dividends, to any purchaser or other
transferee to whom such shares have been so transferred.

  

 As used herein:

  

 “ Sale ” means (a) any transaction
or series of related transactions (whether by merger, consolidation, tender offer, exchange offer, stock transfer or otherwise) that (A) results
in any Person acquiring beneficial ownership, directly or indirectly, of equity securities of Pubco that represent more than 50% of (i) the
issued and outstanding Pubco Common Stock or the equity interests of the Company Surviving Subsidiary or (B) in which holders of
equity securities of Pubco own less than 50% of the surviving entities’ (or direct or indirect parent of surviving entities’)
equity securities immediately after the transaction, or (ii) the combined voting power of the then-outstanding voting equity securities
of Pubco, or (b) any sale, transfer or other disposition to a Person of all or substantially all of the assets (by book value), of
Pubco and its Subsidiaries on a consolidated basis based on the most recent annual audited financial statements of Pubco (other than licensing,
partnering or similar transactions in the ordinary course of business).

  

 “ Sale Price ” means the price
per share of Pubco Common Stock paid or payable to the holders of outstanding Pubco Common Stock in a Sale, inclusive of the net present
value of any contingent deferred purchase price or earnouts; provided that, if and to the extent such price is payable in whole or in
part in the form of consideration other than cash, the price for such non-cash consideration shall be with respect to any securities,
(i) pursuant to the methodology of valuation of securities in the definitive agreement for the Sale, (ii) if such methodology
is not available, the volume weighted average of the closing prices of the sales of such securities on all securities exchanges on which
such securities are then listed over a period of at least 20 days (which days need not be consecutive) out of 30 consecutive trading days
ending on the trading day immediately prior to the date of determination, or (iii) in the absence of (i) and if the information
contemplated by the preceding clause (ii) is not practically available, then the fair value of such securities as of the date of
valuation as determined by an independent, nationally recognized investment banking firm selected by the board of directors of Pubco,
on the basis of an orderly sale to a willing, unaffiliated buyer in an arm’s-length transaction, taking into account all factors
determinative of value as the investment banking firm determines relevant (and giving effect to any transfer Taxes payable in connection
with such sale).

  

 5

  

  

 Section 1.06          Sponsor
Share Forfeiture . Effective as of immediately prior to the Conversion and conditioned upon the satisfaction or waiver of the closing
conditions set forth in Article VII of the Business Combination Agreement (other than such conditions that, by their nature, are
to be satisfied at the closing of the Transactions), (a) the Sponsor shall forfeit and surrender to the SPAC an aggregate of 2,750,000
SPAC Class B Ordinary Shares held by the Sponsor (“ Sponsor Forfeited Shares ”), (b) the Sponsor may, in its
discretion, transfer to third parties up to an additional 500,000 SPAC Class B Ordinary Shares held by the Sponsor to incentivize
non-redemptions or investments into the SPAC or PubCo or otherwise to support the Transactions (the “ Discretionary Founder Shares ”),
provided that any portion of the Discretionary Founder Shares that are not so transferred shall be forfeited by the Sponsor and surrendered
to the SPAC, and (c) the Sponsor shall not have any further rights with respect to such Sponsor Forfeited Shares and Discretionary
Founder Shares. SPAC is authorized to deliver any notices required to be delivered to its transfer agent and take such further actions
in order to accept, terminate and/or cancel any Sponsor Forfeited Shares and Discretionary Founder Shares that have been forfeited as
provided in this Section 1.06 . The foregoing restrictions shall apply only to the Sponsor and not to any other Insider.

  

 Section 1.07          Insider
Letter. From the date hereof until the Expiration Time, for the benefit of Pubco, (a) each Insider agrees that it shall fully
comply with, and perform all of its obligations, covenants and agreements set forth in, the Insider Letter (as defined below), (b) SPAC
agrees to enforce the Insider Letter in accordance with its terms and conditions, and (c) each Insider and SPAC agree not to amend,
modify or waive any provision of the Insider Letter without the prior written consent of Pubco (not to be unreasonably withheld, delayed
or conditioned).

  

 Section 1.08          Waiver
of Conversion Ratio Adjustment . Effective as of immediately prior to the Conversion and conditioned upon the satisfaction or waiver
of the closing conditions set forth in Article VII of the Business Combination Agreement (other than such conditions that, by their
nature, are to be satisfied at the closing of the Transactions), each Insider hereby (a) irrevocably relinquishes and waives any
and all rights that such Insider has or will have under the SPAC Organizational Documents to any adjustment to the conversion ratio applicable
to the SPAC Class B Ordinary Shares set forth in the SPAC Organizational Documents (the “ Conversion Rights Provision ”)
or any other anti-dilution or similar protection and (b) irrevocably elects to convert, subject to Section 1.08(a) , each
SPAC Class B Ordinary Share that is issued and outstanding as of such time in accordance with the Conversion Rights Provision into
one share of SPAC Class A Ordinary Share, and the Insiders agree that as a result of such conversion, the 5,750,000 outstanding SPAC
Class B Ordinary Shares shall collectively convert on a one-for-one basis into 5,750,000 SPAC Class A Ordinary Shares (subject
to ordinary equitable adjustments on account of any share split, reverse share split or similar equity restructuring transaction). The
waiver specified in Section 1.08(a)  and the election specified in Section 1.08(b)  shall be applicable
only in connection with the Transactions and shall be void and of no force and effect if the Business Combination Agreement shall be terminated
for any reason.

  

 Section 1.09          Consent
to Disclosure . Each Insider hereby consents to the publication and disclosure in the Registration Statement and the Proxy Statement
(and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other
documents or communications provided by the Company or SPAC to any Governmental Entity or to securityholders of SPAC) of the identity
of such Insider and beneficial ownership of Subject Securities and the nature of such Insider’s commitments, arrangements and understandings
under and relating to this Agreement and, if deemed appropriate by the Company or SPAC, a copy of this Agreement. Each Insider will promptly
provide any information reasonably requested by the SPAC, Pubco or the Company for any applicable regulatory application or filing made
or approval sought in connection with the transactions contemplated by the Business Combination Agreement (including filings with the
SEC).

  

 6

  

  

 Section 1.10          Dissenters’
Rights . Each Insider hereby irrevocably waives, and agrees not to exercise or attempt to exercise, any right to dissent, right to
demand payment or right of appraisal or any similar provision under applicable Law in connection with the SPAC Merger, and the other Transactions;
 provided , however , that such Insider shall not be prohibited from exercising or attempting to exercise any of the foregoing
in the event of fraud or material misrepresentation pertaining to this Agreement or any Ancillary Documents to which such Insider is a
party on the part of any of SPAC, Pubco, or the Company that results or would reasonably be expected to result in a material harm to the
Insider.

  

 Section 1.11          No
Challenges . Each Insider agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary
to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against SPAC, Pubco, the Merger Subs,
the Company or any of their respective successors or officers or directors (a) challenging the validity of, or seeking to enjoin
the operation of, any provision of this Agreement, or (b) alleging a breach of any fiduciary duty of any person in connection with
the evaluation, negotiation or entry into the Business Combination Agreement. Notwithstanding anything herein to the contrary, nothing
in this Agreement shall limit or restrict the ability of such Insider to enforce its rights under the Business Combination Agreement,
this Agreement or any other Ancillary Documents to which such Insider is a party or has third-party beneficiary rights with respect to
or seek any other remedies with respect to any breach of the Business Combination Agreement, this Agreement or such other Ancillary Documents
by any other party hereto or thereto, including by commencing any Action in connection therewith.

  

 Section 1.12          Closing
Date Deliverables . On the Closing Date, the Insiders shall deliver to SPAC and Pubco a duly executed copy of (i) the Lock-Up
Agreement in substantially the form attached as Exhibit B to the Business Combination Agreement and (ii) the Registration
Rights Agreement in substantially the form attached as Exhibit C to the Business Combination Agreement.

  

 Section 1.13           Financing
Support . At or immediately prior to the Closing, (a) if the Closing SPAC Cash is less than $100,000,000, Sponsor shall invest,
or cause its affiliate or designee to invest, an aggregate of at least $5,000,000 of gross proceeds in a Transaction Financing (the “ Sponsor
Investment ”), or (b) if the Closing SPAC Cash is equal to or greater than $100,000,000, Sponsor or its affiliate or designee
may, in their discretion, make the Sponsor Investment. In either case, the Sponsor Investment shall be conditioned on all of the following,
in addition to any conditions set forth in the definitive agreement between the parties with respect to the Sponsor Investment, which
conditions may be waived by the Sponsor (or its affiliate or designee, as applicable) in its sole discretion: (i) the purchase price
of the Sponsor Investment is equal to the lowest purchase price paid by any other investor in any Transaction Financing, and the Sponsor
Investment is made upon such other terms that are no less favorable to the Sponsor (or such affiliate or designee) than the terms offered
to any other investor in any Transaction Financing, including without limitation the transfer of Discretionary Founder Shares pursuant
to Section 1.06 above, (ii) Closing SPAC Cash shall be at least $50,000,000 (including the gross proceeds of the Sponsor
Investment), (iii) the Pubco Common Stock shall have been approved for listing on the Stock Exchange, subject only to official notice
of issuance, (iv) no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered
any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect
of making the consummation of the Sponsor Investment illegal or otherwise restraining, enjoining, or prohibiting consummation of the Sponsor
Investment, and no such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such
restraint or prohibition, (v) except to the extent consented to in writing by Sponsor, the Business Combination Agreement shall not
have been amended, modified, or supplemented, and no condition shall have been waived thereunder, in each case, in a manner that would
reasonably be expected to materially and adversely affect the economic benefits that Sponsor, or its affiliate or designee, as applicable,
would reasonably expect to receive in connection with the Sponsor Investment in a manner that is disproportionate to the economic benefits
received by other investors in the Transaction Financing, and (vi) there has not occurred any Material Adverse Effect with respect
to the Company that is continuing.

  

 7

  

  

 Article II

  

 Representations
and Warranties

  

 Each Insider represents and
warrants as of the date hereof to SPAC, Pubco, and the Company (solely with respect to such Insider and not with respect to any other
Insider) as follows:

  

 Section 2.01          Organization;
Due Authorization . With respect to an Insider that is a legal entity, such Insider is duly organized, validly existing and in good
standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery
and performance of this Agreement and the consummation of the transactions contemplated hereby are within its powers and have been duly
authorized by all necessary actions on the part of such Insider. With respect to an Insider that is a natural person, such Insider has
full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement
has been duly executed and delivered by such Insider and, assuming due authorization, execution and delivery by the other parties to this
Agreement, this Agreement constitutes a legally valid and binding obligation of such Insider, enforceable against such Insider in accordance
with the terms hereof.

  

 Section 2.02          Ownership .
Such Insider is the record and/or beneficial owner (as defined in the Securities Act) of, and has good title to, all of the Subject Securities
listed across from such Insider’s name on Schedule I hereto, and there exist no Liens or any other limitation or restriction
(including any restriction on the right to vote, sell or otherwise dispose of such Subject Securities (other than transfer restrictions
under the Securities Act)) affecting any such Subject Securities, other than Liens pursuant to (i) this Agreement, (ii) SPAC’s
Organizational Documents, (iii) the Business Combination Agreement, (iv) that Letter Agreement, dated June 25, 2024, by
and between SPAC, the Insiders, and the other parties thereto (the “ Insider Letter ”), or (v) any applicable securities
Laws. The Subject Securities of such Insider listed across from such Insider’s name on Schedule I hereto are the only
equity securities in SPAC owned of record or beneficially by such Insider on the date of this Agreement, and none of the Subject Securities
held by such Insider are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject
Securities, except as provided hereunder or under the Insider Letter. Such Insider has full voting power with respect to the Subject Securities
held by such Insider. Other than the Subject Securities held by such Insider, such Insider does not hold or own any rights to acquire
(directly or indirectly) any equity securities of SPAC or any equity securities convertible into, or which can be exchanged for equity
securities of SPAC.

  

 Section 2.03          No
Conflicts . The execution and delivery of this Agreement by such Insider does not, and the performance by such Insider of its obligations
hereunder will not, (i) conflict with or result in a violation of, if such Insider is a legal entity, its Organizational Documents,
(ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under
any contract binding upon such Insider or Insider’s Subject Securities), in each case, to the extent such consent, approval or other
action would prevent, enjoin or materially delay the performance by such Insider of its obligations under this Agreement or (iii) conflict
with or violate any applicable Law.

  

 8

  

  

 Section 2.04          Litigation .
There are no (a)  Actions pending against such Insider, or to the knowledge of such Insider threatened against such Insider, seeking
to prevent the Transactions; or (b)  Orders pending against such Insider, or to the knowledge of such Insider threatened against
such Insider or to which such Insider is otherwise a party, in each case relating to this Agreement, the Business Combination Agreement
or the Business Combination.

  

 Section 2.05          Brokerage
Fees . No broker, finder, investment banker or other Person is entitled to any brokerage fee, finder’s fee or other commission
in connection with the Transactions based upon arrangements made by such Insider, for which Pubco or any of its Affiliates may become
liable.

  

 Section 2.06          Acknowledgment .
Such Insider understands and acknowledges that each of SPAC, Pubco and the Company is entering into the Business Combination Agreement
in reliance upon such Insider’s execution and delivery of this Agreement.

  

 Section 2.07          Adequate
Information. Such Insider is a sophisticated shareholder and has adequate information concerning the business and financial condition
of the Company to make an informed decision regarding this Agreement, the SPAC Merger, and the other Transactions and has independently
and without reliance upon the SPAC, Pubco, or the Company and based on such information as such Insider has deemed appropriate, made its
own analysis and decision to enter into this Agreement. Such Insider acknowledges that the SPAC, Pubco, or the Company has not made and
does not make any representation or warranty to such Insider, whether express or implied, of any kind or character except as expressly
set forth in this Agreement. Such Insider acknowledges that the agreements contained herein with respect to the Subject Securities held
by such Insider are irrevocable.

  

 Article III

  

 Miscellaneous

  

 Section 3.01          Termination .

  

 (a)            This
Agreement and all of its provisions (other than those provisions which expressly survive the Closing, as set forth in this Article III )
shall terminate and be of no further force or effect upon the Expiration Time.

  

 (b)           Upon
any termination of this Agreement in the entirety, all obligations of the parties hereto under this Agreement will terminate, without
any liability or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby,
and no party hereto shall have any claim against another (and no person shall have any rights against such party), whether under contract,
tort or otherwise, with respect to the subject matter hereof; provided , however , that the termination of this Agreement
shall not relieve any party hereto from liability arising in respect of any breach of this Agreement prior to such termination.

  

 (c)            Notwithstanding
anything to the foregoing, this Article III shall survive the termination of this Agreement.

  

 Section 3.02          Governing
Law . The Law of the State of New York shall govern (a) all claims or matters related to or arising from this Agreement (including
any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation, validity and enforceability
of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law
or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application
of the Law of any jurisdiction other than the State of New York.

  

 9

  

  

 Section 3.03          Consent
to Jurisdiction and Service of Process; Waiver of Jury Trial .

  

 (a)            Each
party hereto submits to the exclusive jurisdiction of first, the New York Supreme Court, Commercial Division, located in the Borough of
Manhattan in the City of New York, in the State of New York or if such court declines jurisdiction, then to any court of the State of
New York or the Federal District Court for the Southern District of New York, in any Proceeding arising out of or relating to this Agreement,
agrees that all claims in respect of the Proceeding shall be heard and determined in any such court and agrees not to bring any Proceeding
arising out of or relating to this Agreement in any other courts. Nothing in this Section 3.03 , however, shall affect the
right of any party to serve legal process in any other manner permitted by Law or at equity. Each party hereto agrees that a final judgment
in any Proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law or
at equity.

  

 (b)            WAIVER
OF TRIAL BY JURY . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT TO RESOLVE ANY
DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR
INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES UNDER THIS AGREEMENT. EACH PARTY FURTHER
WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

  

 Section 3.04          Successors
and Assigns . This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and
their respective heirs, successors and permitted assigns; provided , however , that, except in connection with a Permitted
Transfer, no party hereto will assign its rights or delegate any or all of its obligations under this Agreement, including by merger,
consolidation, operation of law or otherwise, without the express prior written consent of the other parties hereto. Any attempted assignment
in violation of this Section 3.04 shall be void, in addition to constituting a material breach of this Agreement.

  

 Section 3.05          Specific
Performance . The parties hereto hereby acknowledge and agree that irreparable injury for which monetary damages (even if available)
would not be an adequate remedy would occur if any party hereto does not perform any provision of this Agreement in accordance with its
specified terms or otherwise breaches such provisions. Accordingly, the parties hereto acknowledge and agree that, prior to a valid termination,
to prevent breaches or threatened breaches by the parties hereto of any of their respective covenants or obligations set forth in this
Agreement, including its failure to take all actions required under the express terms of this Agreement to consummate the transactions
contemplated hereby, and that prior to a valid termination of this Agreement, the parties hereto shall be entitled to specific performance
of such agreements and covenants in such event and other equitable relief to prevent breaches or threatened breaches of this Agreement,
in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereto agrees that it will not oppose
the granting of any such injunction, specific performance and other equitable relief on the basis that any other party hereto has an adequate
remedy at Law or that any award of specific performance is not an appropriate remedy for any reason at Law or in equity. Each party hereto
hereby waives any requirement to provide any bond or other security in connection with such order or injunction.

  

 10

  

  

 Section 3.06          Amendments,
Waivers and Remedies . This Agreement may not be modified or amended except by an instrument or instruments in writing and mutually
signed by each of the parties hereto. Each party hereto may, only by an instrument in writing, waive compliance by any other party hereto
with any term or provision of this Agreement on the part of such other party hereto to be performed or complied with. The waiver by a
party hereto of a breach of any term or provision of this Agreement by another party hereto shall not be construed as a waiver of any
subsequent breach. Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition
herein nor any course of dealing shall constitute a waiver of or prevent any party hereto from enforcing any right or remedy or from requiring
satisfaction of any condition. No notice to or demand on a party hereto waives or otherwise affects any obligation of that party hereto
or impairs any right of the party hereto giving such notice or making such demand, including any right to take any action without notice
or demand not otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall
preclude exercise of any other right or remedy, as appropriate to make the aggrieved party whole with respect to such breach, or subsequent
exercise of any right or remedy with respect to any other breach. Except as otherwise expressly provided herein, any and all remedies
provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon any party
hereto, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. Notwithstanding anything
to the contrary contained herein, no party hereto shall seek, nor shall any party hereto be liable for, punitive or exemplary damages
under any tort, contract, equity or other legal theory with respect to any breach (or alleged breach) of this Agreement or any provision
hereof or any matter otherwise relating hereto or arising in connection herewith.

  

 Section 3.07          Severability .
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions
contemplated hereby are not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible
in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest
extent possible.

  

 Section 3.08          Notices .
Any notice or other communication hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if
by hand or recognized courier service, by 5:00 PM on a Business Day, addressee’s day and time, on the date of delivery, and otherwise
on the first Business Day after such delivery; (b) if by email, on the date of transmission; or (c) five (5) days after
mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective parties hereto as follows
(excluding telephone numbers, which are for convenience only), or to such other address as a party hereto shall specify to the others
in accordance with these notice provisions:

  

 If to SPAC :

  

 Graf Global Corp.

1790 Hughes Landing Blvd., Suite 400

 The Woodlands, TX 77380

 Attn: James Graf

Email: graf.james@gmail.com

  

 11

  

  

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

  

 White & Case LLP

 1221 Avenue of the Americas

 New York, New York 10020

 Attn: Matthew Kautz

 Email: mkautz@whitecase.com

  

 If to the Compan y or Pubco :

  

 BIG3 HoldCo LLC

 13351 Riverside Drive

Sherman Oaks, CA 91423

 Attn: Jeffrey Kwatinetz

Email: jek@big3.com

  

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

  

 Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attn: David Landau, Esq., Meredith Laitner, Esq.

Email: DLandau@egsllp.com, Mlaitner@egsllp.com

  

 If to an Insider :

  

 To such Insider’s address set forth in Schedule I

  

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

  

 White & Case LLP

 1221 Avenue of the Americas

 New York, New York 10020

 Attn: Matthew Kautz

 Email: mkautz@whitecase.com

  

 Section 3.09          Capacity .
Each Insider is signing this Agreement solely in such Insider’s capacity as a holder of Subject Securities, and not in that Insider’s
capacity as a director, officer or employee of SPAC or in such Insider’s capacity as a trustee or fiduciary of any employee benefit
plan or trust. Notwithstanding anything herein to the contrary, nothing herein shall in any way restrict a director or officer of SPAC
in the exercise of his or her fiduciary duties as a director or officer of SPAC or in his or her capacity as a trustee or fiduciary of
any employee benefit plan or trust or prevent or be construed to create any obligation on the part of any director or officer of SPAC
or any trustee or fiduciary of any employee benefit plan or trust from taking any action in his or her capacity as such director, officer,
trustee or fiduciary, provided that nothing contained in this Section 3.09 shall obviate any of such Insider’s
obligations under Article I of this Agreement.

  

 12

  

  

 Section 3.10          Counterparts .
This Agreement may be executed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of
the parties hereto and delivered (by telecopy, electronic delivery or otherwise) to the other parties hereto. Signatures to this Agreement
transmitted by facsimile transmission, by electronic mail in “portable document format” form, or by any other electronic means
intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the
paper document bearing the original signature.

  

 Section 3.11          Entire
Agreement . This Agreement and the agreements referenced herein constitute the entire agreement among the parties hereto with respect
to the subject matter of this Agreement and supersede any prior discussion, correspondence, negotiation, proposed term sheet, agreement,
understanding or arrangement and there are no agreements, understandings, representations or warranties among the parties hereto other
than those set forth or referred to in this Agreement.

  

 [ Signature Page Follows ]

  

 13

  

  

 IN WITNESS WHEREOF, the Insiders, SPAC, Pubco
and the Company have each caused this Sponsor Support Agreement to be duly executed as of the date first written above.

  

  
 GRAF GLOBAL CORP.

  
  

  
 By:
 /s/ James A. Graf

  
 Name:
 James A. Graf

  
 Title:
 Chief Executive Officer & Director

  
  

  
 GRAF GLOBAL SPONSOR LLC

  
  

  
 By:
 /s/ James A. Graf

  
 Name:
 James A. Graf

  
 Title:
 Chief Executive Officer

  
  

  
 HALFCOURT HOLDCO, INC.

  
  

  
 By:
 /s/ Jeffrey Kwatinetz

  
 Name:
 Jeffrey Kwatinetz

  
 Title:
 Chief Executive Officer

  
  

  
 BIG3 HOLDCO LLC

  
  

  
 By:
 /s/ Jeffrey Kwatinetz

  
 Name:
 Jeffrey Kwatinetz

  
 Title:
 Chairman

  
  

  
 /s/ Louis Belanger-Martin

  
 Name: Louis Bélanger-Martin

  
  

  
 /s/ Kenneth Weinstein

  
 Name: Kenneth Weinstein

  
  

  
 /s/ Fred S. Zeidman

  
 Name: Fred S. Zeidman

  

 [ Signature Page to the Sponsor Support
Agreement ]

  

 14

EX-10.2 · FORM OF LOCK-UP AGREEMENT

EX-10.2
 4
 tm2617801d1_ex10-2.htm
 FORM OF LOCK-UP AGREEMENT

 Exhibit 10.2

 LOCK-UP AGREEMENT

 This Lock-Up Agreement (this “ Agreement ”)
is dated as of [●], 2026, by and among Big3 Basketball Holdings, Inc., a Delaware corporation (formerly known as Halfcourt Holdco, Inc. “ Pubco ”),
the shareholders of Pubco listed on the signature pages hereto under the heading “Lock-up Securityholders,” each officer
and director of Pubco, the Company (as defined below) and SPAC (as defined below) who hold Pubco Common Stock and/or Pubco Warrants (each
as defined below) as of the Closing Date, and the other persons who enter into a joinder to this Agreement substantially in the form
of Exhibit A hereto in order to become a “Lock-up Securityholder” for purposes of this Agreement (collectively,
the “ Lock-up Securityholders ,” and each individually, a “ Lock-up Securityholder ”). Capitalized
terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as
defined below).

 RECITALS

 WHEREAS , the Lock-up
Securityholders own equity interests in Pubco pursuant to the terms of the Business Combination Agreement (as defined below);

 WHEREAS , on the date
hereof, Pubco consummated the transactions contemplated by that certain Business Combination Agreement (the “ Business Combination
Agreement ”) dated as of June 12, 2026, entered into by and among Pubco, BIG3 HoldCo LLC, a Delaware limited liability company
(the “ Company ”), Graf Global Corp., a Delaware corporation (the “ SPAC ”), Halfcourt Merger Sub Inc.,
a Delaware corporation and wholly-owned subsidiary of Pubco (“ SPAC Merger Sub ”), and Halfcourt Merger Sub LLC, a Delaware
limited liability company and wholly-owned subsidiary of Pubco (“ Company Merger Sub ”), pursuant to which, among other
things, the Conversion, the Class B Share Conversion and the SPAC Merger have occurred; and

 WHEREAS , in connection
with the Business Combination, the parties hereto wish to set forth herein certain understandings between such parties with respect to
restrictions on the transfer of certain equity interests in Pubco acquired pursuant to the terms of the Business Combination Agreement.

 NOW, THEREFORE , the
parties agree as follows:

 1. Subject to the exceptions set forth in Section 3 , and if applicable, any amendment, modification
or waiver set forth in Section 6 , each Lock-up Securityholder shall not, without the prior written consent of the board of
directors of Pubco, (a) Transfer any Lock-Up Shares until the end of the Shares Lock-up Period (as defined below) and (b) Transfer
any Lock-Up Warrants until the end of the Warrants Lock-up Period (as defined below).

 2. As used herein:

 a. the term “ Transfer ” means (i) sell, offer to sell, contract or agree to sell,
assign, transfer (including by operation of law), lend, hypothecate, pledge, encumber, donate, distribute, sell any option or contract
to purchase, grant any option, right or warrant to purchase, or otherwise dispose of or agree to dispose of, directly or indirectly, file
(or participate in the filing of) a registration statement with the SEC (other than the Registration Statement) or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “ Exchange Act ”), with respect to any Lock-up Securities (as defined below), (ii) deposit
any Lock-up Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with
respect thereto that is inconsistent with this Agreement, or (iii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any Lock-up Securities, or (iv) publicly announce any intention
to effect any transaction specified in clauses (i) through (iii);

 b. the term “ Lock-up Securities ” means the Lock-Up Shares and Lock-Up Warrants, together
with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or
converted;

 c. the term “ Lock-Up Shares ” means the Class A common stock in the capital of Pubco
and Class B common stock in the capital of Pubco (collectively, the “ Pubco Common Stock ”) held by a Lock-up Securityholder
set forth on Schedule I hereto; provided, that “Lock-Up Shares” does not include any Pubco Common Stock issuable upon the
exercise of Pubco Warrants.

 d. the term “ Lock-Up Warrants ” means the Pubco Warrants held by a Lock-up Securityholder
set forth on Schedule I hereto (including such Pubco Warrants issued upon the conversion of the SPAC’s private placement warrants
and the SPAC’s warrants issued upon the conversion of up to $1,000,000 of working capital loans made to SPAC), and any Pubco Common
Stock received upon the exercise of such Pubco Warrants.

 e. the term “ Shares Lock-up Period ” means the period beginning on the Closing Date and
ending on the earlier of (x) six (6) months after the Closing Date and (y) the date on which Pubco completes a liquidation,
merger, capital stock exchange, reorganization or other similar transaction that results in all of Pubco’s stockholders having the
right to exchange their shares of Pubco Common Stock for cash, securities or other property; and

 f. the term “ Warrants Lock-up Period ” means the period beginning on the Closing Date and
ending on the earlier of (x) thirty (30) days after the Closing Date and (y) the date on which Pubco completes a liquidation,
merger, capital stock exchange, reorganization or other similar transaction that results in all of Pubco’s stockholders having the
right to exchange their shares of Pubco Common Stock for cash, securities or other property.

 3. The restrictions set forth in Section 1 shall not apply to:

 a. a Transfer to Pubco’s directors or officers, any affiliates or family members of Pubco’s directors
or officers, a Lock-up Securityholder, any officers, directors, managers, members, partners, trustees, or subscribers of a Lock-up Securityholder
or any affiliate of a Lock-up Securityholder;

 b. in the case of an individual, a Transfer by gift to a member of the individual’s immediate family
(as defined below), or to a trust, the beneficiary of which is the individual or a member of the individual’s immediate family or
an affiliate of such person, or to a charitable organization;

 c. in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the
individual;

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

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

 f. in the case of an entity, Transfers to (i) any Affiliate of such entity, (ii) any stockholder,
partner or member of such entity or their Affiliates, (iii) any investment fund or other entity managing or managed by such entity
or Affiliates of such entity, or who shares a common investment advisor with such entity;

 g. in the case of an entity that is a trust, Transfers to a trustor or beneficiary of the trust or to the
estate of a beneficiary of such trust;

 h. in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization
and the entity’s organizational documents upon dissolution of the entity;

 i. the exercise of stock options or warrants to purchase shares of Pubco Common Stock or the vesting of stock
awards of shares of Pubco Common Stock and any related transfer of shares of Pubco Common Stock to Pubco in connection therewith (x) deemed
to occur upon the “cashless” or “net” exercise of such options or warrants or (y) for the purpose of paying
the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, the vesting
of such options, warrants or stock awards, or as a result of the vesting of such shares of Pubco Common Stock, it being understood that
all shares of Pubco Common Stock received upon such exercise, vesting or transfer will remain subject to the restrictions of this Agreement
during the Shares Lock-Up Period;

 j. Transfers to Pubco pursuant to any contractual arrangement in effect at the Closing that provides for
the repurchase by Pubco or forfeiture of shares of Pubco Common Stock or other securities convertible into or exercisable or exchangeable
for shares of Pubco Common Stock in connection with the termination of the Lock-up Securityholder’s service to Pubco;

 k. the entry, by any Lock-up Securityholder, at any time after the Closing, of any trading plan providing
for the sale of shares Pubco Common Stock by the Lock-up Securityholder, which trading plan meets the requirements of Rule 10b5-l(c) under
the Exchange Act, provided , however , that such plan does not provide for, or permit, the sale of any shares of Pubco Common
Stock during the Shares Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during
the Shares Lock-Up Period; and

 l. Transfers in the event of completion of a liquidation, merger, stock exchange or other similar transaction
which results in all of the Pubco stockholders having the right to exchange their shares of Pubco Common Stock for cash, securities or
other property.

 provided , however , that
(A) in the case of clauses (a) through (h), these permitted transferees must enter into a written agreement, in substantially
the form of this Agreement (it being understood that any references to “immediate family” in the agreement executed by such
transferee shall expressly refer only to the immediate family of the Lock-up Securityholder and not to the immediate family of the transferee),
agreeing to be bound by these Transfer restrictions. For purposes of this Section 3 , “immediate family” shall
mean a spouse, domestic partner, child (including by adoption), father, mother, brother or sister of the undersigned, and lineal descendant
(including by adoption) of the undersigned or of any of the foregoing persons; and “affiliate” shall have the meaning set
forth in Rule 405 under the Securities Act of 1933, as amended.

 4. For the avoidance of doubt, each Lock-up Securityholder shall retain all of its rights as a stockholder
of Pubco with respect to the Lock-up Securities during the Shares Lock-Up Period, including the right to vote any Lock-up Securities that
are entitled to vote.

 5. In furtherance of the foregoing, Pubco, and any duly appointed transfer agent for the registration or
transfer of the securities described therein, are hereby authorized to decline to make any transfer of securities if such transfer would
constitute a violation or breach of this Agreement, and such purported Transfer shall be null and void ab initio . In addition,
during the Shares Lock-Up Period and Warrants Lock-up Period, each certificate or book-entry position evidencing the Lock-Up Securities
shall be marked with a legend in substantially the following form, in addition to any other applicable legends:

 “THE SECURITIES REPRESENTED HEREBY
ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT BY AND AMONG THE ISSUER AND THE REGISTERED HOLDER OF THE SECURITIES
(OR THE PREDECESSOR IN INTEREST TO THE SECURITIES). A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO
THE HOLDER HEREOF UPON WRITTEN REQUEST.”

 6. Pubco represents that (i) each of the Sellers, the IPO Underwriter, the Sponsor, the directors and
officers of the SPAC, and any transferees of any shares of SPAC Common Stock and/or SPAC Private Warrants held by the Sponsor, who receive
Pubco Common Stock and/or Pubco Warrants at the Closing (collectively, “ Relevant Lock-up Securityholders ”), has entered
into this Agreement as a Lock-up Securityholder with respect to all shares of Pubco Common Stock and Pubco Warrants beneficially owned
by such person immediately after the Closing (except to the extent otherwise agreed to by all the Relevant Lock-up Securityholders), (ii) Pubco
has not entered into any side letter or agreement with any Lock-up Securityholder which modified, amended, reduced or eliminated the Shares
Lock-up Period or Warrants Lock-up Period with respect to any Lock-Up Shares or Lock-up Warrants, respectively, and (iii) Pubco will
not enter into any such side letter or agreement unless such modification, amendment, reduction or elimination of the Shares Lock-up Period
or Warrants Lock-up Period with respect to any Lock-Up Shares or Lock-up Warrants, respectively, respectively, is also concurrently offered
to the other Lock-up Securityholders. Additionally, Pubco agrees that this Agreement shall not be amended or modified, and no terms or
conditions thereof waived, in a manner that modifies, amends, reduces or eliminates the Shares Lock-up Period or Warrants Lock-up Period
of any Lock-up Securityholder, unless the terms of such modification, amendment, reduction or elimination are also concurrently offered
to the other Lock-up Securityholders. For the avoidance of doubt, if (a) any Relevant Lock-up Securityholder does not enter into
this Agreement or is not subject to the terms and conditions of this Agreement with respect to all shares of Pubco Common Stock and Pubco
Warrants beneficially owned by such person immediately after the Closing, or (b) Pubco enters into any side letter or agreement with
any Lock-up Securityholder which provides any modification, amendment, reduction or elimination of the Shares Lock-up Period or Warrants
Lock-up Period to such Lock-up Securityholder, then such modification, amendment, reduction or elimination of the Shares Lock-up Period
or Warrants Lock-up Period shall automatically apply to each other Lock-up Securityholder with respect to such Lock-Up Shares or Lock-Up
Warrants beneficially owned by such Lock-up Securityholder equally and on a pro-rata basis.

 7. This Agreement, together with the Business Combination Agreement to the extent referred to herein, constitutes
the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings,
agreements or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby; provided , that, for the avoidance of doubt, the foregoing shall not affect the
rights and obligations of the parties under the Business Combination Agreement, Ancillary Documents, Amended Pubco Charter, Amended Pubco
Bylaws or any documents related thereto or referred to therein. This Agreement may not be changed, amended, modified or waived (other
than to correct a typographical error) as to any particular provision, except by a written instrument executed by each of the undersigned
(i) Lock-up Securityholders and (ii) Pubco.

 8. The parties to this Agreement hereby acknowledge that Sponsor is a party to that certain letter agreement
between SPAC, Sponsor, and the other parties thereto dated June 25, 2024 (“ Insider Letter ”), and agree that the
transfer restrictions set forth in this Agreement expressly supersede the transfer restrictions set forth in the Insider Letter.

 9. No party hereto may assign either this Agreement or any of its rights, interests or obligations hereunder
without the prior written consent of the other party. Any purported assignment in violation of this Section 9 shall be void
and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding
on each Lock-up Securityholder and each of its respective successors, heirs and assigns and permitted transferees.

 10. The Law of the State of New York shall govern (a) all claims or matters related to or arising from
this Agreement (including any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation,
validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without
giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction)
that would cause the application of the Law of any jurisdiction other than the State of New York.

 11. Each party hereto submits to the exclusive jurisdiction of first, the New York Supreme Court, Commercial
Division, located in the Borough of Manhattan in the City of New York, in the State of New York or if such court declines jurisdiction,
then to any court of the State of New York or the Federal District Court for the Southern District of New York, in any Proceeding arising
out of or relating to this Agreement, agrees that all claims in respect of the Proceeding shall be heard and determined in any such court
and agrees not to bring any Proceeding arising out of or relating to this Agreement in any other courts. Nothing in this Section 11 ,
however, shall affect the right of any party to serve legal process in any other manner permitted by Law or at equity. Each party hereto
agrees that a final judgment in any Proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other
manner provided by Law or at equity. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT
TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED
WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES UNDER THIS AGREEMENT.
EACH PARTY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

 12. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement
was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof,
in addition to any other remedy at law or in equity without the necessity of proving the inadequacy of money damages as a remedy and without
bond or other security being required, this being in addition to any other remedy to which they are entitled at law or in equity. Each
of the parties hereto hereby further acknowledges that the existence of any other remedy contemplated by this Agreement does not diminish
the availability of specific performance of the obligations hereunder or any other injunctive relief. It is accordingly agreed that the
parties hereto shall be entitled to seek and obtain an injunction or injunctions to prevent breaches or threatened breaches of this Agreement
and to enforce specifically the terms and provisions of this Agreement in the New York Supreme Court, Commercial Division, located in
the Borough of Manhattan in the City of New York, in the State of New York, this being in addition to any other remedy to which such party
is entitled at law or in equity. Each party hereto hereby further agrees that in the event of any action by any other party for specific
performance or injunctive relief, it will not assert that a remedy at law or other remedy would be adequate or that specific performance
or injunctive relief in respect of such breach or violation should not be available on the grounds that money damages are adequate or
any other grounds.

 13. This Agreement shall terminate upon the expiration of the Shares Lock-up Period.

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

 15. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a court of
competent jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to
render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not
in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in
any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the
parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far
as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

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

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

 In Witness Whereof ,
each of the parties has duly executed this Lock-Up Agreement as of the Effective Date.

 Pubco:

 BIG3 BASKETBALL HOLDINGS, INC.

 By:

 Name:

 Title:

 Lock-up Securityholders:

 [●]

 By:

 Name:

 Title:

 [Signature Page to the Lock-Up Agreement]