Hall Chadwick Acquisition Corp

EX-99.1 · hallchadwickacq_ex99-1.htm

EX-99.1
 5
 hallchadwickacq_ex99-1.htm
 EXHIBIT 99.1

 Exhibit
99.1

 Building America's domestic rare earth supply chain I N V ES TO R PR ES EN TA TI O N J u n e 20 26 TM business combination with Hall Chadwick Acquisition Corp. (NASDAQ: HCAC)

  

 L EG A L CONFIDENTIAL | 2 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” Important Information Informational purposes only . This presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities, and is not intended to be relied upon as the basis for any investment decision . Existing HCAC stockholders and potential investors are urged to consult their own legal, financial, and tax advisors in evaluating the proposed business combination with REEcycle or before making any investment . Forward - looking statements . This presentation contains forward - looking statements that involve risks and uncertainties . Actual results and future events could differ materially from those anticipated . We assume no obligation to update any forward - looking statements as a result of new information or future events . Speculative, high risk . Investing in HCAC and REEcycle is speculative and involves a high degree of risk, including the potential loss of your entire investment . Past performance is not indicative of future results . No guarantee of investment performance is being provided . Confidential & proprietary . This presentation is confidential and proprietary to HCAC and REEcycle Holdings, Inc . and its wholly owned subsidiary Rare Resource Recycling, Inc . By accepting this document, the recipient agrees not to copy, reproduce, or distribute its contents without the prior written consent of HCAC and REEcycle . Trademarks . “REEcycle” and the REEcycle logo are trademarks of Rare Resource Recycling, Inc . All other marks used or referenced herein are the property of their respective owners . Currency . All dollar amounts are US $ unless otherwise stated .

  

 L EG A L CONFIDENTIAL | 3 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” Disclaimer No Offer or Solicitation This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful before registration or qualification under the securities laws of any such jurisdiction . This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities in the United States or any other jurisdiction . No offer of securities shall be made except by means of a prospectus filed with the SEC meeting the requirements of Section 10 of the Securities Act of 1933 , as amended (the “Securities Act”), or exemptions therefrom . Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act . Additional Information and Where to Find It In connection with the proposed business combination, HCAC intends to file a registration statement on Form S - 4 , including a preliminary proxy statement/prospectus (the “Proxy Statement”), with the U . S . Securities and Exchange Commission (the “SEC”) . HCAC urges investors and shareholders to read the Proxy Statement and other documents filed with the SEC when they become available, as they will contain important information regarding the proposed business combination . The Proxy Statement will be distributed to holders of HCAC shares in connection with HCAC's solicitation of proxies for the vote by HCAC's shareholders with respect to the proposed business combination and other matters as will be described therein . All SEC filings will be available free of charge at www . sec . gov . Participants in the Solicitation HCAC, REEcycle, and their respective directors, officers, and employees may be deemed participants under SEC rules in the solicitation of proxies in connection with the proposed business combination. Information about HCAC's directors and officers is available in HCAC's SEC filings.

  

 L EG A L CONFIDENTIAL | 4 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” Disclaimer Forward - Looking Statements This presentation includes "forward - looking statements" with respect to HCAC and REEcycle . Forward - looking statements generally relate to future events, including, without limitation, statements regarding the anticipated timing and benefits of the Transaction, and REEcycle's future financial or operating performance . The expectations, estimates, and projections of the businesses of HCAC and REEcycle may differ from their actual results, and consequently, you should not rely on these forward - looking statements as predictions of future events . In some cases, you can identify forward - looking statements by terminology such as "may," "should," "expect," "intend," "will," "estimate," "project," "budget," "forecast," "plan," "anticipate," "believe," "predict," "potential," or "continue," or the negatives of these terms or variations of them or similar terminology . In addition, these forward - looking statements include, without limitation, statements regarding REEcycle's expectations with respect to future performance and anticipated financial impacts of the Transaction, the satisfaction of the conditions to, and the timing of the completion of the Transaction . Such forward - looking statements are subject to risks, uncertainties (some of which are beyond the control of REEcycle and/or HCAC), and other factors which could cause actual results to differ materially from those expressed or implied by such "forward - looking statements", and consequently, you should not rely on these forward - looking with respect to HCAC and REEcycle . These forward - looking statements are based upon estimates and assumptions that, while considered reasonable by REEcycle and its management, as the case may be, are inherently uncertain . Factors that may cause actual results to differ materially from current expectations include, without limitation : ( 1 ) the occurrence of any event, change or other circumstances that could give rise to the termination of definitive agreements ; ( 2 ) the outcome of any legal proceedings that may be instituted against REEcycle, HCAC or others following the announcement of the Transaction ; ( 3 ) the inability to complete the Transaction due to the failure to obtain consents and approvals of shareholders or the SEC's declaration of the effectiveness of the Registration Statement ; ( 4 ) failure to obtain financing to complete the transactions or to satisfy other conditions to closing ; delays or failures to obtain necessary regulatory approvals required to complete the transactions ; ( 5 ) changes to the proposed structure of the Transaction as a result of applicable laws, regulations or conditions ; ( 6 ) the risk that the Transaction disrupts current plans and operations of REEcycle ; ( 7 ) projections, estimates and forecasts of revenue and other financial and performance metrics ; ( 8 ) projections about industry trends and market opportunity ; expectations relating to the demand for REEcycle's services ; ( 9 ) REEcycle's ability to scale and grow its business ; ( 10 ) the cash position of REEcycle following the closing ; ( 11 ) the risk that the Transaction disrupts current plans and operations of REEcycle as a result of the announcement and consummation of the Transaction ; ( 12 ) the ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of REEcycle to successfully commercialize its business, and REEcycle's ability to source and maintain key relationships with management and key employees ; ( 13 ) the ability of the combined company to grow and manage growth profitably, continue developing its properties, maintain relationships with customers and suppliers, and retain its management and key employees ; ( 14 ) costs related to the Transaction ; ( 15 ) the possibility that REEcycle and/or its related entities may be adversely affected by other economic, business, and/or competitive factors ; ( 16 ) risks relating to REEcycle's anticipated operations and business ; ( 17 ) the risk that REEcycle does not ever enter into any definitive agreements in connection with commercialization of its technology ; ( 18 ) the risk that REEcycle is pursuing an emerging market ; ( 19 ) the amount of redemption requests made by the HCAC public shareholders ; and ( 20 ) other risks and uncertainties set forth under "Risk Factors" and other documents filed, or to be filed, with the SEC by HCAC and/or REEcycle, including the Registration Statement, and HCAC's other filings with the SEC, as well as any further risks and uncertainties to be contained in the Proxy Statement 1 /Prospectus filed after the date of this presentation . In addition, there may be additional risks that neither HCAC nor REEcycle presently know, or that REEcycle currently believes are immaterial, that could also cause actual results to differ from those contained in the forward - looking statements . Nothing in this presentation should be regarded as a representation by any person that the forward - looking statements will be achieved or that any of the contemplated results of such forward - looking statements will be achieved . You should not place undue reliance on forward - looking statements, which speak only as of the date they are made . Except as may be required by law, REEcycle and HCAC do not undertake any duty to update these forward - looking statements . The inclusion of any statement in this communication does not constitute an admission by REEcycle and HCAC, or any other person, that the events or circumstances described in such statement are material .

  

 Introduction 1 – 5 Cover and disclaimer 1 The Transaction 6 – 10 HCAC business combination, partnership rationale, PIPE structure and pro forma ownership 2 The Investment Case 11 – 13 Reasons to invest and the U.S. government – funded, patented technology 3 The Opportunity 14 – 18 National - security priority, a market in structural deficit and recycling as the fastest path to supply 4 CONFIDENTIAL | 5 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” 19 – 23 Technology & Supply Supply chain, patented process, feedstock network and offtake agreements 5 24 – 30 Commercialization & Team First - mover positioning, commercial roadmap, demonstration plant and leadership team 6 31 – 33 Financials & Peer Comparison Management Estimates and select public comparable companies 7 C O NT E NT S Table of Contents

  

 SE C T I O N 1 The Transaction TM (NASDAQ: HCAC)

  

 TH E TR A N S A C T I O N $400M Total Consideration $350M Payable at Closing $50M Earnout on Milestone 50tpa MREO over 22 days $40M Min. Cash Funds first commercial plant CONFIDENTIAL | 7 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” DEAL STRUCTURE KEY TERMS Pre - close private placement: REEcycle may raise up to $10M prior to close at its option — funds transaction costs & long - lead items for the commercial plant • Board Control REEcycle nominates 5 of 7 directors post - close • Management Continuity REEcycle team assumes all HCAC roles — Executive Chair, CEO, COO, CFO and General Counsel • All - Stock Transaction All REEcycle stock rolls over; no cash consideration at close • Aligned Interests — Lock - Up REEcycle, Sponsor and Advisor shares under the same 6 - month lock - up from Closing • Nasdaq Listing & Capital Combined company lists on Nasdaq — listed equity for holders and capital for the first plant • Closing Conditions Customary: HCAC and REEcycle shareholder approval, SEC effectiveness, Nasdaq listing Business Combination with Hall Chadwick Acquisition Corp ("HCAC")

  

 TH E P A R TN E R S H I P REEcycle + Hall Chadwick — Better Together REEcycle brings • Proven recycling technology, IP and feedstock • Operational capability, experience and track record • Strategic vision for a domestic supply chain Hall Chadwick brings • Capital markets platform, Corporate M&A and Advisory team • Governance framework and Nasdaq listing • Global institutional and sovereign - wealth relationships Together, the partnership creates a pathway to build one of the few vertically integrated Western rare earth platforms — spanning recycling, processing and longer term, a strategic resource ownership. 920 Staff 1 14 Loc a t i o n s 1 138 Y e a r s 1 Source: ¹ Hall Chadwick website. CONFIDENTIAL | 8 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain”

  

 TH E R A I S E Proposed PIPE Structure & Indicative Timeline Up to ~$50M¹ Indicative PIPE size $10.00 Per share $40M Min. cash condition Q4 2026 Target close Indicative timeline LOI executed 1 Apr 2026 BCA signed 31 May 2026 PCAOB audit ~31 Jul 2026 S - 4 / proxy filing Po s t - a u d it SEC review ~60 – 90 days Shareholder vote Post - clearance C lo se ¹ Indicative; final size and terms subject to redemptions, demand and final documentation. CONFIDENTIAL | 9 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” Q4 2026

  

 TH E TR A N S A C T I O N ~$50M cash proceeds from a combination of remaining trust monies (after public share redemptions) and the PIPE raise CONFIDENTIAL | 10 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” Structure & Pro Forma Ownership Deal structure All - stock $400M = 40.0M sh î $10.00 At close 35.0M shares ($350M) Earnout 5.0M shares ($50M) on 50 tpa MREO Min. cash $40M — funds first plant Bo a r d REEcycle nominates 5 of 7 Lock - up Common 6 - month from Closing % At milestone % At close Shareholder 60.1 40,000,000 58.2 35,000,000 REEcycle securityholders¹ 1.4 900,000 1.3 787,500 Empire Capital (mandate fee)² 10.5 7,000,000 10.2 6,125,000 Advisor shares — HCAC³ 4.5 3,000,000 4.4 2,625,000 Advisor shares — REE⁴ 12.8 8,497,293 14.1 8,497,293 HCAC sponsor & placement⁵ 3.2 2,131,400 3.5 2,131,400 Rights conversion⁶ 7.5 5,000,000 8.3 5,000,000 IPO public & PIPE⁷ 100.0 66 , 5 2 8, 693 100.0 60,166,193 Total Note: ¹ 35M shares at Closing + 5M earnout at Milestone; ² Empire Capital fee 2.25% of consideration, 787,500 at close; 112,500 at Milestone ;³ HCAC nominee advisors: 6,125,000 issued at/before close + 875,000 at Milestone; ⁴ REE nominee advisors 2,625,000 issuable post - close at REE’s election + 375,000 at Milestone ; ⁵ 7,883,293 Class B + 380k sponsor placement shares +234k underwriter placement shares. ⁶ 21,314,000 rights · $10. ⁷ Assumes

  

 SE C T I O N 2 The Investment Case TM (NASDAQ: HCAC)

  

 TH E W I N N I N G TH E M E S Why REEcycle — Five Things Investors Need to Know 1. Fully domestic & Scalable platform Domestic feedstock → domestic processing → domestic rare earth oxides. A complete U.S. circular loop independent from U.S. adversaries 2. Fastest & most economical path to supply Commercial plant in ~18 months on REEcycle technology & ~$40M capex — versus 7 – 10 years, billions of dollars and permitting risk for new mines ¹ 4. Backed by the U.S. Government A $5.1M U.S. Department of War Production Act award — a targeted commitment to REEcycle 2 5. Recycling - first, then integrate A capital - efficient recycling beachhead and the foundation for a vertically integrated U.S. mine - to - processing platform The bottom line The most advanced domestic rare earth recycler approaching the public markets, with technology proven at commercial scale 3. Proven l e a de r s h i p Proven operator with multiple billion dollar exits in the mining & resource sector supported by a qualified management team of value creators Source: ¹ Mining Industry ; 2 Department of Defense CONFIDENTIAL | 12 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain”

  

 U .S . G O V E R NM E NT F U ND E D A ND P A T E NT E D T E C H NO L O G Y Backed by the U.S. Government Source: ¹ Department of Defense ; 2 Chemical & Engineering News ; 3 Brownstein ; 4 Metal Tech News Government - Funded U.S. Federal capital secured Patented Technology Licensed from University of Houston Independently Validated Third - party expert review • $5.1M Defense Production Act (Title III) award; ~$4.2M remaining, paid monthly against qualifying spend 1 • Part of a wave of U.S. federal REE support: MP Materials $1.2B 2 , USA Rare Earth $1.2B 3 , Vulcan/ReElement ~$1B 4 , Lynas price - floor • Subject to completion of the transaction and the minimum cash, REEcycle is expected to be funded to commercial scale • Two patents (granted in 2019 and 2020) exclusively licensed to REEcycle from the University of Houston • Novel application of established hydrometallurgical (solvent - extraction) chemistry • University consented to the Transaction — no change - of - control risk on core IP • First - mover position and proprietary DDM (Drive Disassembly Machine) feedstock compound the protection • Independent Technical Expert (Dr John Mair, JLM Advisory) assessed the platform as technically credible and commercially compelling . Dr Mair has in - depth knowledge of the REE processing methodologies, through both research and feasibility and development oversight of the world - class Kvanefjeld REE Project in Greenland . • Validated by independent laboratories; Pilot plant first operated in 2022 and relocated to larger site in Oklahoma to accommodate scale up CONFIDENTIAL | 13 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain”

  

 SE C T I O N 3 The Opportunity TM (NASDAQ: HCAC)

  

 W HY N O W Rare Earths Are a National Security Priority The strategic problem • Neodymium, praseodymium, dysprosium and terbium are the core of high - performance permanent magnets — powering EV motors, precision - guided munitions, wind turbines, and advanced radar and sonar • The U . S . sources the overwhelming majority of separated and refined rare earths from China — a dependency repeatedly flagged as a critical national security vulnerability • Heavy rare earths Dy and Tb — together ~40% of basket value — have been under Chinese export controls since April 2025 1 • REE demand is forecast to nearly triple by 2035 while Chinese - dominated supply falls short, widening a structural deficit 2 Recycling is believed to be the only near - term domestic fix Recovering REEs from end - of - life NdFeB magnets — in discarded drives, decommissioned defense gear, EV motors and industrial machinery — closes the loop with a domestic circular supply chain that is faster, lower - capex and entirely U.S. - controlled. REEcycle closes the loop on the materials modern defense and clean - energy systems depend on. Source: ¹ Mofcom.gov.cn ; 2 Reuters Commodities CONFIDENTIAL | 15 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain”

  

 M A R K E T & I N D U S TR Y A La r g e M a r ke t in S t ruc tu ra l D e f i c i t ¹ $19B - >~$37B REE market 2025 → 2034 ~3x Demand growth by 2035 <1% Of REEs recycled today 40% Of basket value is Dy/Tb* Public markets are re - rating domestic players ** MP Materials de - SPAC 2020 @ ~$10 ~$72 today · +~620% · ~$13B mkt cap USA Rare Earth de - SPAC 2025 @ ~$10 ~$30 today · ~200% · ~$6.8B mkt cap Notes: *Heavy rare earths Dy/Tb. **MP Materials and USA Rare Earth Public - market data: NYSE/Nasdaq, June 2026; shown for context, not as a valuation basis. 93 140 200 270 90 120 150 185 2025 2028 2031 2034 Structural, policy - driven deficit REE demand is forecast to nearly triple by 2035 — driven by EVs, wind and defense — while Chinese - dominated supply falls short. Heavy rare earths Dy and Tb have been under Chinese export controls since April 2025. The U.S. has committed billions (IRA, CHIPS Act, DoD) to domestic supply. Demand outpacing supply (kt REO) Demand Supply CONFIDENTIAL | 16 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” Source: ¹ Reuters Commodities

  

 TH E S OL U TI ON Recycling: The Fastest, Lowest - Risk Path to New Supply E lect ri c i ty & Diesel M i n i ng Magnetic S e para ti on Flotation S e para ti on Calcination Water Leaching & Impurity Removal Extraction & Roasting Electricity Water & Chemical Process Sulfuric Acid & Heat Water & Iron Chloride Hydrochloric Acid, Oxalic Acid, & Heat Mine Tailings Niobium & Impurities Water & Air Emissions Impurities Ra d i o a ct i ve Byproducts Metal Oxides (95% Iron Oxide) End Of Life Magnets Demagnetization Crushing (H Decrepitation) Chemical Ex t rac ti on REEcycle: Two Patents Exclusively Licensed (2019 & 2020) Heat, Water, & Weak Acid RARE EARTH OX I DE S MINING: Takes many years to develop and is CAPEX intensive REECYCLE: 18 months to commission LARGE SCALE NEW M INE $100M – $2BN+ 1 7 – 10 years to build REECYCLE ~$40M modular plant in 18 months VS Source: ¹ Mining Industry CONFIDENTIAL | 17 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain”

  

 VALUATION* ($mm) HIGHLY S CA L AB L E M ODU L AR SYSTEM LOW CAPEX ENVIRON - ME N T A LL Y FRIENDLY LOW HAZARDOUS WASTE HIGH PRODUCT VALUE PROCESS Magnet to Oxides 400+ ~170 Mixed E - Waste to Oxides 800+ Magnet to Magnet 13,000+ Mining & P r oc e ss i n g ~395 Mine Waste Recovery N OR TH A M E R I C A N R E E L A N D S C A P E Source: Dealroom, Factset and Pitchbook as of May 31, 2026 CONFIDENTIAL | 18 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” REEcycle is Positioned to be an early mover in North American & EU NdFeB Magnet Recycling

  

 SE C T I O N 4 Technology & Supply TM (NASDAQ: HCAC)

  

 S U P P LY C HA I N Recycling: Feedstock to finished REE product MAGNET CRUSHING & DECREPITATION 01 CHEMICAL E X T RAC T IO N 02 03 RARE EARTH OXIDES (REO) Scrap Hard Disk Magnets M R Is Magnet Other Industrial Swarf* Applications E l ec tr o n ic Vehicles DATA CENTER PARTNERS Drive Disassembly Machine MAGNET FEEDSTOCK COLLECTION PARTNERS *Scrap from magnet manufacturers. CONFIDENTIAL | 20 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain”

  

 P RO C E SS Patented Process, Verified Product Patented recycling process 1 Magnet coating removed and particles sized by hydrogen decrepitation 2 Resized material processed in a proprietary solvent system 3 REE oxides separated from iron and boron during processing 4 Centrifugal extraction of oxides; iron and boron filtered out 5 Process water cleaned and reused; final oxide packaged for offtake Verified product • Mixed rare earth oxide (Pr - Nd oxide) • Composition ~84% NdPr; ~2.5% Dy/Tb • ~92% recovery rate • Validated by independent labs • Purity exceeds offtaker requirements CONFIDENTIAL | 21 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” Exclusive license to a patented recycling process (two patents granted in 2019 and 2020).

  

 F E E D ST O C K M O A T A Distributed, Proprietary Feedstock Network Drive Disassembly Machine (DDM) • 4th - gen proprietary system; pilot completed Q4 2025 with a large end - user • Each DDM processes ~25,000+ HDDs/month → ~6 t raw magnets/yr • Revenue on minimum monthly volume or lease — fast capital recovery • First - mover in HDD magnet recovery (~1,600 tpa U.S.) ~20,000 tpa addressable U.S. feedstock Wind turbines ~5,000 t/yr Electric vehicles ~4,000 t/yr Open MRI machines ~3,000 t/yr Hard disk drives ~1,600 t/yr Other sources ~6,000 t/yr CONFIDENTIAL | 22 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain”

  

 C OM M E R C I A L P I P E L I N E Feedstock & Offtake Feedstock • Over a year of feedstock stockpiled and ready to process • Proprietary DDM network secures HDD magnet supply (~1,600 tpa U.S.) • Approached by several major Western REE magnet producer and separator • DDM pilot completed Q4 2025 with a large data - center end - user; further trials in discussion Offtake • Strong interest from several U.S. and European rare earth refiners for separation and marketing of REEcycle's oxides • Agreements with global and U.S. partners under evaluation for collection, disassembly and supply FEEDSTOCK SOURCES · ~20,000 TPA Wind T u rb i n e s ~5,000 t/yr ~2 – 3 t magnets each CONFIDENTIAL | 23 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” Electric Ve h i c les ~4,000 t/yr* ~3 kg each Hard Disk Drives ~1,600 t/yr ~16 g each Open MRI ~3,000 t/yr ~3 t each

  

 SE C T I O N 5 Commercialization & Team TM (NASDAQ: HCAC)

  

 P O SI T I O N I N G First Mover in North American Magnet Recycling REEcycle is positioned as an early mover in North American and EU NdFeB magnet recycling — combining the high product value of magnet recovery with the low capex and waste profile and a scalable, modular footprint Pathway Product value Hazardous waste* C a p e x S c a l a b i l i ty REEcycle — magnet → oxide H i g h L ow L ow H i g h Mixed e - waste → oxide H i g h Med Med Med Magnet → magnet H i g h L ow Med Med Mining & processing H i g h H i g h Very high L ow Mine - waste recovery Med Med Med L ow U nf a v o u ra b le Rating: Favourable Moderate Note: *Hazardous waste reflects relative volume and toxicity of process by - products Source: Company Analysis from various sources Magnet to Oxide ; Magnet to Magnet ; E - waste to Oxide ; Mining & Processing ; Mine - waste recovery CONFIDENTIAL | 25 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain”

  

 OP E R A TI O N S CONFIDENTIAL | 26 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” Demonstration Plant Relocation

  

 Source vs China Tb₄O₇ ($/kg) Dy₂O₃ ($/kg) Pricing Tier SMM 1.0x $780 $177 China EXW Domestic Argus Media ~1.6x $1,140 $290 FOB China Export Strat. Metals Invest ~4.4x $4,200 $930 Western ex - China Spot DOD / MP Materials ~5.5x $5,000 $1,100 US Premium (IRA/DOD) REEcycle Pricing Dy $1,125 / Tb $4,500 = Western spot ض Post - 2025 China export controls created a structural price bifurcation: Western heavy REE prices are 4.4 – 5.5 î China domestic and forecast to widen further. REE Pricing: Why Location Matters China domestic is the lowest price. A US - based producer commands the highest premium CONFIDENTIAL | 27 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” M A R K E T P R I C I N G

  

 E XE C U TI O N Roadmap to Commercial Scale Q3 2026 Demo plant restart Relocated to Oklahoma site; commissioning early Q3 2026 Q3 2026 Demo production 6 - 8 tonnes of REO — revenue - generating while validating scale Q4 2026 Feasibility study Feasibility study; modular 100 tpa commercial design 2027 First commercial plant 100 tpa start; modular path to 3 – 4 U.S. plants, then potentially Europe Demonstration plant — real, de - risked Located in an existing downstream processing facility to leverage infrastructure and permitting for rapid commissioning. Expanded to a small - scale commercial facility; major equipment refurbished and being installed CONFIDENTIAL | 28 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain”

  

 L EA D ER S H I P Management, Board & Advisors JUSTIN FRONEMAN CEO & Director 23 Years of Experience MICK MCMULLEN Executive Chair 33 Years of Experience JON CHRISTIAN EVENSEN Non - Executive Director 13 Years of Experience TAWNYA ERICKSON COO 15 Years of Experience ERIC CARNELL Fractional General Counsel 30 Years of Experience MORNÉ ENGELBRECHT Senior Financial Advisor 26 Years of Experience CHRIS ROSARIO Senior Legal Advisor 20 Years of Experience Combines deep mining expertise, industrial processing and U.S. capital markets experience to scale R EEcycl e globally “We are addressing a critical U.S. supply gap with a faster and more capital - efficient solution than traditional mining, scalable across the U.S. and globally. This is both a technology opportunity and a national security priority” - Mick McMullen, Executive Chair CONFIDENTIAL | 29 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain”

  

 Return Outcome Role Company 16% IRR Acquired by Sibanye Board / CEO Stillwater Mining 208% IRR Acquired by Kirkland Lake CEO Detour Gold The McMullen Playbook 1 Acquire undervalued critical - minerals asset 2 Build a high - quality operating team 3 Fix operations, scale production rapidly 4 Exit at 2 – 3 î via strategic sale or re - rating Key Team McMullen Executive Chairman Largest individual shareholder Froneman CEO & Director Former Sibanye Head of Recycling Evensen Non - Executive Director L EA D ER S H I P CONFIDENTIAL | 30 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” The McMullen Factor – backing a tier - 1 operator

  

 SE C T I O N 6 Financials & Peer Comparison TM (NASDAQ: HCAC)

  

 SUMMARY FINANCIALS ($M) (Y4) 2029E (Y3) 2028E (Y2) 2027E (Y1) 2026E $M $144.1 $83.5 $7.8 $0.6 Revenue 72.6% NM NM NA Growth % $79.3 $46.2 $4.7 $0.3 Gross Profit 55.0% 55.4% 60.3% 46.5% Margin % $77.6 $44.5 $2.9 ($1.2) EBITDA 53.8% 53.2% 37.6% NM Margin % ~164% Revenue CAGR, 2027E – 2029E ~$144M 2029E Revenue ~54% 2029E EBITDA Margin CONFIDENTIAL | 32 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” Company’s estimated ramp up from demonstration to commercial scale: first commercial plant targeted 2027, with a modular path to additional U.S. plants driving the 2028E – 2029E inflection. Note: REEcycle financials are based upon management estimates only and should not be relied upon as guarantees of future performance. K EY N U M B ER S Management Estimates

  

 U.S. Listed rare earth producers, processors and developers CONFIDENTIAL | 33 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” EV / EBITDA 29E EV / EBITDA 28E EV / Rev 29E EV / Rev 28E EV ($M) Company 5.2x 9.0x 2.8x 4.8x $400 REEcycle 24.3x 26.8x 14.1x 16.6x $ 15 ,640 MP Materials (NYSE: MP) 6.8x 15.5x 2.7x 4.9x $6,350 USA Rare Earth (NASDAQ: USAR) 20.6x 34.3x 10.0x 17.9x $5,093 Energy Fuels (NYSE: UUUU) NA NA 1.4x 2.3x $868 Niocorp Developments (NASDAQ: NB) 20.6x 26.8x 6.4x 10.8x Peer median REEcycle at $400M — Implied Discount to Peer Median (2029E) Discount Peer Median REEcycle Metric (2029E) ~56% 6.4x 2.8x Implied EV / Revenue ~75% 20.6x 5.2x Implied EV / EBITDA B E NC H M A R K I NG Select Public Comparable Companies Source: FactSet data as of 5/7/2026. REEcycle financials are based upon management estimates only and should not be relied upon as guarantees of future performance.

  

 Thank You TM (NASDAQ: HCAC)

EX-2.1 · hallchadwickacq_ex2-1.htm

EX-2.1
 2
 hallchadwickacq_ex2-1.htm
 EXHIBIT 2.1

 Exhibit 2.1

 Execution Version

 Dated May 31, 2026
Business Combination Agreement
by and among

 Hall Chadwick Acquisition
Corp,
HCAC Star Merger Sub, Inc.

 and
REEcycle Holdings, Inc.

 TABLE OF CONTENTS

 Page

 Article I THE TRANSACTIONS

 3

 Section 1.01
 The Domestication

 3

 Section 1.02
 The Merger

 4

 Section 1.03
 Further Assurances

 4

 Article II CONSIDERATION

 4

 Section 2.01
 Consideration

 4

 Section 2.02
 Conversion of Securities

 5

 Section 2.03
 No Fractional Shares

 5

 Section 2.04
 Withholding

 6

 Section 2.05
 Milestone Event

 6

 Article III CLOSING

 7

 Section 3.01
 Closing

 7

 Section 3.02
 Closing Documents

 7

 Section 3.03
 Payment of Expenses

 7

 Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 7

 Section 4.01
 Organization and Standing

 7

 Section 4.02
 Authorization; Binding Agreement

 8

 Section 4.03
 Capitalization

 8

 Section 4.04
 Subsidiaries

 9

 Section 4.05
 No Conflict; Governmental Consents and Filings

 9

 Section 4.06
 Financial Statements

 9

 Section 4.07
 Undisclosed Liabilities

 10

 Section 4.08
 Absence of Certain Changes

 10

 Section 4.09
 Compliance with Laws

 10

 Section 4.10
 Government Contracts

 10

 Section 4.11
 Company Permits

 10

 Section 4.12
 Litigation

 11

 Section 4.13
 Material Contracts

 11

 Section 4.14
 Intellectual Property

 13

 Section 4.15
 Taxes and Returns

 15

 Section 4.16
 Real Property

 16

 Section 4.17
 Personal Property

 17

 Section 4.18
 Employee Matters

 17

 Section 4.19
 Benefit Plans

 18

 Section 4.20
 Environmental Matters

 19

 Section 4.21
 Transactions with Related Persons

 20

 Section 4.22
 Insurance

 21

 Section 4.23
 Top Suppliers

 21

 Section 4.24
 Certain Business Practices

 21

 Section 4.25
 Investment Company Act

 22

 Section 4.26
 Finders and Brokers

 22

 Section 4.27
 Independent Investigation

 22

 Section 4.28
 Information Supplied

 23

 Section 4.29
 No Additional Representations or Warranties

 23

 i

 Article V REPRESENTATIONS AND WARRANTIES OF THE HCAC AND MERGER SUB

 23

 Section 5.01
 Organization and Standing.

 23

 Section 5.02
 Authorization; Binding Agreement

 24

 Section 5.03
 Governmental Approvals

 24

 Section 5.04
 Non-Contravention

 24

 Section 5.05
 Capitalization

 25

 Section 5.06
 SEC Filings and HCAC Financials

 26

 Section 5.07
 Absence of Certain Changes

 27

 Section 5.08
 Undisclosed Liabilities

 27

 Section 5.09
 Compliance with Laws

 27

 Section 5.10
 Legal Proceedings; Orders; Permits

 28

 Section 5.11
 Taxes and Returns

 28

 Section 5.12
 Properties

 30

 Section 5.13
 Investment Company Act

 30

 Section 5.14
 Trust Account

 30

 Section 5.15
 Finders and Brokers

 31

 Section 5.16
 Certain Business Practices

 31

 Section 5.17
 Insurance

 32

 Section 5.18
 Information Supplied

 32

 Section 5.19
 Independent Investigation

 32

 Section 5.20
 No Additional Representation or Warranties

 32

 Article VI COVENANTS

 33

 Section 6.01
 Access and Information; Cooperation

 33

 Section 6.02
 Conduct of Business of the Company

 34

 Section 6.03
 Conduct of Business of the HCAC

 37

 Section 6.04
 Annual and Interim Financial Statements

 39

 Section 6.05
 HCAC Public Filings

 39

 Section 6.06
 No Solicitation

 40

 Section 6.07
 No Trading

 40

 Section 6.08
 Notification of Certain Matters

 41

 Section 6.09
 Efforts

 41

 Section 6.10
 Trust Account

 42

 Section 6.11
 Tax Matters

 42

 Section 6.12
 Further Assurances

 43

 Section 6.13
 The Preparation of Proxy Statement/Registration Statement; Shareholders’ Meeting and Approvals

 44

 Section 6.14
 Employee Matters

 46

 Section 6.15
 Public Announcements

 47

 Section 6.16
 Confidential Information

 47

 Section 6.17
 Documents and Information

 48

 Section 6.18
 Post-Closing Board of Directors and Executive Officers

 49

 Section 6.19
 Indemnification of Directors and Officers; Tail Insurance

 49

 Section 6.20
 PIPE Investment

 50

 Section 6.21
 Redemption

 50

 Section 6.22
 Domestication

 50

 Section 6.23
 Adoption of Proxy Statement/Registration Statement

 51

 Section 6.24
 A&R Bylaws

 51

 Section 6.25
 Name Change

 51

 Section 6.26
 Advisor Shares

 51

 ii

 Article VII CLOSING CONDITIONS

 51

 Section 7.01
 Conditions to Each Party’s Obligations

 51

 Section 7.02
 Conditions to Obligations of the Company

 52

 Section 7.03
 Conditions to Obligations of the HCAC and Merger Sub

 53

 Section 7.04
 Frustration of Conditions

 54

 Article VIII TERMINATION AND EXPENSES

 54

 Section 8.01
 Termination

 54

 Section 8.02
 Effect of Termination

 55

 Article IX MISCELLANEOUS

 55

 Section 9.01
 No Survival

 55

 Section 9.02
 Notices

 55

 Section 9.03
 Binding Effect; Assignment

 56

 Section 9.04
 Third Parties

 56

 Section 9.05
 Governing Law

 56

 Section 9.06
 Jurisdiction

 56

 Section 9.07
 WAIVER OF JURY TRIAL

 57

 Section 9.08
 Specific Performance

 57

 Section 9.09
 Severability

 57

 Section 9.10
 Amendment; Waiver

 57

 Section 9.11
 Entire Agreement

 57

 Section 9.12
 Interpretation

 58

 Section 9.13
 Counterparts

 58

 Section 9.14
 Legal Representation

 59

 Section 9.15
 Waiver of Claims Against Trust

 60

 Section 9.16
 Company and HCAC Disclosure Letters

 60

 Article X DEFINITIONS

 61

 Section 10.01
 Certain Definitions

 61

 iii

 Exhibits

 Exhibit A Form of HCAC Charter upon Domestication

 Exhibit B Form of HCAC Bylaws upon Domestication

 Exhibit C Form of Certificate of Merger

 Exhibit D Form of Registration Rights Agreement

 Exhibit E Form of Sponsor Lock-Up Agreement

 Exhibit F Amended and Restated Bylaws of the Surviving Corporation

 Exhibit G FIRPTA Certificate

 Company Disclosure Letter

 Section 4.03 – Capitalization

 Section 4.04 – Subsidiaries

 Section 4.05 – No Conflict; Governmental Consents and Filings

 Section 4.06 – Financial Statements

 Section 4.07 – Undisclosed Liabilities

 Section 4.08 – Absence of Certain Changes

 Section 4.09 – Compliance with Laws

 Section 4.10 – Government Contracts

 Section 4.11 – Company Permits

 Section 4.12 – Litigation

 Section 4.13 – Material Contracts

 Section 4.14 – Intellectual Property

 Section 4.15 – Taxes and Returns

 Section 4.16 – Real Property

 Section 4.17 – Personal Property

 Section 4.18 – Employee Matters

 Section 4.19 – Benefit Plans

 Section 4.20 – Environmental Matters

 Section 4.21 – Transactions with Related Persons

 Section 4.22 – Insurance

 Section 4.23 – Top Suppliers

 Section 4.26 – Finders and Brokers

 Section 6.02 – Conduct of Business of the Company

 Section 6.18(a) – Appointed Directors

 Schedule 10-B – Knowledge Parties

 HCAC Disclosure Letter

 Section 5.05 – Capitalization

 Section 5.15 – Finders and Brokers

 Section 5.17 – Insurance

 Section 6.03 – Conduct of Business by the HCAC

 Section 6.18(a) – Appointed Directors

 Schedule 10-A – Knowledge Parties

 Schedule 10-B – HCAC Transaction Costs Cap

 iv

 BUSINESS COMBINATION AGREEMENT

 This Business Combination Agreement (this “ Agreement ”) is made and entered into as of May 31, 2026, by and among (i) Hall Chadwick Acquisition Corp, a Cayman Islands exempted company limited by shares, with registration number 421976 (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to Closing) (the “ HCAC ”), (ii) HCAC Star Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the HCAC (“ Merger Sub ”), and (iii) REEcycle Holdings, Inc., a Delaware corporation (the “ Company ”). The HCAC, Merger Sub, and the Company are sometimes referred to herein individually as a “ Party ” and, collectively, as the “ Parties .”

 RECITALS:

 WHEREAS , the HCAC is a special purpose acquisition company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

 WHEREAS , Merger Sub is a newly incorporated Delaware corporation, wholly and directly owned by the HCAC, and was formed for the purpose of effectuating the Merger (as defined below);

 WHEREAS , at least one (1) day prior to the Closing Date (as defined below) and subject to the satisfaction or waiver of the conditions of this Agreement (other than those conditions that by their nature are to be satisfied at the Closing), the HCAC shall continue out of the Cayman Islands and transfer by way of continuation to and domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended (the “ DGCL ”), and Section 206 of the Companies Act (As Revised) of the Cayman Islands (the “ Cayman Companies Act ,” and such continuation and domestication, the “ Domestication ”);

 WHEREAS , in order to effectuate the Domestication, and subject to the satisfaction or waiver of the conditions of this Agreement (other than those conditions that by their nature are to be satisfied at the Closing), the HCAC shall (a) file all applicable notices, declarations, affidavits, statements of assets and Liabilities, shareholder approvals, undertakings and other documents required to be filed, pay all applicable fees required to paid, and cause the satisfaction of all other conditions to deregistration required to be satisfied, in each case, under Section 206 of the Cayman Companies Act and in accordance therewith, (b) file a certificate of domestication and a certificate of incorporation in substantially the form attached hereto as Exhibit A (the “ HCAC Charter upon Domestication ”) with the Secretary of State of Delaware and (c) adopt bylaws in substantially the form attached hereto as Exhibit B (the “ HCAC Bylaws upon Domestication ”), and in each case with such changes to the forms attached hereto as Exhibits A and B as may be agreed in writing by the HCAC and the Company;

 WHEREAS , prior to or concurrent with the Domestication, HCAC shall file a certificate of amendment to the certificate of incorporation of HCAC with the Secretary of State of Delaware changing the HCAC’s corporate name to “REEcycle Inc.” or another name mutually agreed by the HCAC and the Company prior to the Domestication;

 WHEREAS , prior to or concurrent with the Domestication, the Company shall file a certificate of amendment to the certificate of incorporation of the Company with the Secretary of State of Delaware changing the Company’s corporate name to a name mutually agreed by the HCAC and the Company prior to the Domestication;

 WHEREAS , upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL and the Cayman Companies Act, as applicable, the Parties intend to enter into a business combination transaction by which the Company and Merger Sub will file with the Delaware Secretary of State a certificate of merger substantially in the form attached hereto as Exhibit C (the “ Certificate of Merger ”) in accordance with the applicable provisions of the DGCL and pursuant thereto Merger Sub will merge with and into the Company (the “ Merger ,” and together with the Domestication and the other transactions contemplated by this Agreement and the Ancillary Documents, the “ Transactions ”), with the Company being the surviving corporation of the Merger (the Company, in its capacity as the surviving corporation of the Merger, is sometimes referred to as the “ Surviving Corporation ”);

 1

 WHEREAS , (a) immediately prior to the Domestication, each then issued and outstanding HCAC Class B Ordinary Share shall convert automatically, on a one-for-one basis, into one (1) HCAC Class A Ordinary Share (the “ Sponsor Share Conversion ”); (b) in connection with the Domestication, (x) each then issued and outstanding HCAC Class A Ordinary Share shall convert automatically, on a one-for-one basis, into one (1) share of Domesticated HCAC Common Stock; (y) each then issued and outstanding HCAC right to receive one-tenth (1/10) of one (1) HCAC Class A Ordinary Share upon the occurrence of HCAC’s initial business combination (a “ Cayman HCAC Right ”) shall convert automatically, on a one-for-one basis, into a right to acquire one-tenth (1/10) of one (1) share of Domesticated HCAC Common Stock (each a “ Domesticated HCAC Right ”); and (z) to the extent not separated before Domestication, each then issued and outstanding unit of the HCAC (the “ Cayman HCAC Units ”) shall convert automatically, on a one-for-one basis, into a Domesticated HCAC Unit; and (c) at the Effective Time, (i) each then issued and outstanding Domesticated HCAC Unit shall be cancelled (the “ Unit Split ”) and will thereafter entitle the holder thereof to one share of Domesticated HCAC Common Stock and one Domesticated HCAC Right; and (ii) each then issued and outstanding Domesticated HCAC Right (including such Domesticated HCAC Rights issued in connection with the Unit Split) shall convert automatically into one-tenth (1/10) of one (1) share of Domesticated HCAC Common Stock, pursuant to the Rights Agreement, and;

 WHEREAS , as a condition and inducement to the Company’s willingness to enter into this Agreement, simultaneously with the execution and delivery of this Agreement, the Sponsor has executed and delivered to the Company the Sponsor Support Agreement, dated as of the date hereof (the “ Sponsor Support Agreement ”), pursuant to which the Sponsor has agreed to, among other things, vote to adopt and approve, upon the effectiveness of the Registration Statement, this Agreement and the other documents contemplated hereby (including the applicable Ancillary Documents) and the transactions contemplated hereby and thereby;

 WHEREAS , as a condition and inducement to the HCAC’s willingness to enter into this Agreement, simultaneously with the execution and delivery of this Agreement, certain stockholders of the Company have executed and delivered to the HCAC the Stockholder Support Agreement, pursuant to which such stockholders have agreed to, among other things, vote or consent to adopt and approve, upon the effectiveness of the Registration Statement, this Agreement and the other documents contemplated hereby (including the applicable Ancillary Documents) and the transactions contemplated hereby and thereby;

 WHEREAS , from time to time following the date hereof and prior to the Closing, the HCAC is expected to enter into subscription, purchase or similar agreements with investors, pursuant to which, and on the terms and subject to the conditions of which, such investors will agree to participate in the PIPE Investment (as defined herein);

 WHEREAS , in connection with the consummation of the Transactions, simultaneously with the Closing, the Sponsor, the HCAC and the other parties thereto will enter into a Registration Rights Agreement (the “ Registration Rights Agreement ”) in substantially the form attached hereto as Exhibit D , with such changes thereto as may be agreed in writing by the HCAC and the Company;

 WHEREAS , in connection with the consummation of the Transactions, simultaneously with the Closing, the Sponsor will enter into a lock-up Agreement (the “ Sponsor Lock-Up Agreement ”) in substantially the form attached hereto as Exhibit E , with such changes thereto as may be agreed in writing by the HCAC and the Company (the transfer restrictions set forth in the Sponsor Lock-Up Agreement being referred to as the “ Lock-Up Terms ”);

 WHEREAS , the Parties intend that, for U.S. federal, and applicable state and local, income tax purposes, (a) (i) the Domestication qualifies as a “reorganization” described in Section 368(a)(1)(F) of the Code and the Treasury Regulations promulgated thereunder and (ii) the Sponsor Share Conversion is treated as a “reorganization” described in Section 368(a)(1)(E) of the Code and the Treasury Regulations promulgated thereunder (each of clauses (a)(i) and (a)(ii), a “ HCAC Intended Tax Treatment ,” and collectively, the “ HCAC Intended Tax Treatments ”), (b) the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder (clause (b), the “ Company Intended Tax Treatment ,” and together with the HCAC Intended Tax Treatments, “ Intended Tax Treatments ”), and (c) this Agreement be, and hereby is, adopted as a “plan of reorganization” for the purposes of Section 368 of the Code and Treasury Regulations Section 1.368-2(g);

 2

 WHEREAS , the board of directors of the Company have unanimously (a) determined that it is in the best interests of the Company and the stockholders of the Company, and declared it advisable, for the Company to enter into this Agreement and the Ancillary Documents and consummate the Merger and the other Transactions; (b) approved this Agreement, the Ancillary Documents and the Transactions on the terms and subject to the conditions of this Agreement; and (c) adopted a resolution recommending the Merger and the other Transactions be adopted by the stockholders of the Company;

 WHEREAS , the board of directors of the HCAC has unanimously: (a) determined that the Merger is in the best interests of the HCAC and the HCAC Shareholders, as a whole, and declared it advisable for the HCAC to enter into this Agreement and the Ancillary Documents providing for the Merger and the other Transactions; (b) approved this Agreement, the Ancillary Documents and the Transactions on the terms and subject to the conditions of this Agreement; and (c) adopted a resolution recommending the Merger and the other Transactions be adopted by the HCAC Shareholders;

 WHEREAS , the HCAC, as the sole stockholder of Merger Sub, has approved and adopted this Agreement, the Ancillary Documents, the Merger and the other Transactions; and

 WHEREAS , in furtherance of the Merger and in accordance with the terms hereof, the HCAC shall provide an opportunity to the holders of its public shares to have their public shares redeemed on the terms and conditions set forth in this Agreement and the HCAC’s Organizational Documents, which redemption shall occur at least one (1) day prior to the Domestication as set forth in this Agreement (the “ Redemption ”).

 NOW, THEREFORE , in consideration of the premises set forth above, and the representations, warranties, covenants and agreements contained in this Agreement, and for other consideration, the receipt and sufficiency of which is acknowledged and agreed to by the Parties, and intending to be legally bound hereby, the Parties hereto agree as follows:

 Article
 I
 THE TRANSACTIONS

 Section 1.01 The Domestication .

 (a) Domestication . Upon the terms and subject to the satisfaction or waiver of the conditions of this Agreement (other than those conditions that by their nature are to be satisfied at Closing), and in accordance with the DGCL and the Companies Act, at least one (1) day after the Redemption and at least one (1) day prior to the Closing Date, the HCAC shall, in accordance with applicable Law, any applicable rules and regulations of the SEC, Nasdaq and the HCAC’s Organizational Documents, as applicable, cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a certificate of domestication with respect to the Domestication, in form and substance reasonably acceptable to the HCAC and the Company, together with the HCAC Charter upon Domestication, in each case, in accordance with the provisions thereof and applicable Law, (b) adopting the HCAC Bylaws upon Domestication, (c) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (d) filing with the Cayman Registrar all applicable notices, declarations, affidavits, statements of assets and Liabilities, shareholder approvals, undertakings and other documents required to be filed, pay all applicable fees required to paid, and cause the satisfaction of all other conditions to deregistration required to be satisfied, in each case, under Section 206 of the Cayman Companies Act and obtaining a certificate of de-registration from the Cayman Registrar.

 (b) Effect on HCAC Securities . (i) Immediately prior to the Domestication, each then issued and outstanding HCAC Class B Ordinary Share shall convert automatically, on a one-for-one basis, into one (1) HCAC Class A Ordinary Share and (ii) in connection with the Domestication, (x) each then issued and outstanding HCAC Class A Ordinary Share shall convert automatically, on a one-for-one basis, into one (1) share of Domesticated HCAC Common Stock, and (y) each then issued and outstanding Cayman HCAC Right shall convert automatically into one (1) Domesticated HCAC Right.

 3

 Section
1.02 The Merger .

 (a) Effective Time . Upon the terms and subject to the satisfaction or waiver of the conditions of this Agreement (other than those conditions that by their nature are to be satisfied at Closing), on the Closing Date the Company and Merger Sub shall cause the Merger to be consummated by filing the Certificate of Merger with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by the Company, Merger Sub and HCAC and specified in the Certificate of Merger, being the “ Effective Time ”).

 (b) Merger . At the Effective Time, upon the terms and subject to the satisfaction or waiver of the conditions of this Agreement (other than those conditions that by their nature are to be satisfied at Closing), Merger Sub and the Company shall consummate the Merger, pursuant to which Merger Sub shall be merged with and into the Company, following which the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Corporation after the Merger and as a direct, wholly-owned subsidiary of the HCAC. References to the Company for periods after the Effective Time shall include the Surviving Corporation.

 (c) Effect of the Merger . At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of Merger Sub and the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the Surviving Corporation, which shall include the assumption by the Surviving Corporation of any and all agreements, covenants, duties and obligations of Merger Sub and the Corporation set forth in this Agreement to be performed after the Effective Time.

 (d) Governing Documents . At the Effective Time, bylaws of the Surviving Corporation shall be amended and restated to be the Amended and Restated Bylaws of the Surviving Corporation in substantially the form attached hereto as Exhibit F .

 (e) Directors and Officers of the Surviving Corporation . Immediately after the Effective Time, the initial board of directors and executive officers of the Surviving Corporation shall be as be determined by the Company and the HCAC (solely with respect to its designee) pursuant to Section 6.18 and otherwise in accordance with the terms of this Agreement.

 Section 1.03 Further Assurances . From time to time after the Closing Date, upon the reasonable written request of any Party, each Party shall execute, acknowledge and deliver such further instruments and documents, and take such additional reasonable action, to effect, consummate, confirm or evidence the Transactions and carry out the purpose this Agreement.

 Article
 II
 CONSIDERATION

 Section 2.01 Consideration . The aggregate consideration to be paid at Closing to holders of all equity interests of the Company in, or in connection with, the Merger shall be the Aggregate Merger Consideration. The consideration to be paid in, or in connection with, the Merger to each stockholder of the Company with respect to each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time shall be (a) a number of shares of Domesticated HCAC Common Stock equal to the Exchange Ratio (the “ Per Share Merger Consideration ”) plus (b), subject to the occurrence of the Milestone Event in accordance with Section 2.05 , a number of shares of Domesticated HCAC Common Stock equal to (i) the Earnout Shares, multiplied by (ii) the Exchange Ratio, divided by (iii) the Aggregate Merger Consideration (the “ Per Share Earnout Consideration ”).

 4

 Section 2.02 Conversion of Securities .

 (a) Effect on Company Securities . At the Effective Time, by virtue of the Merger and without any action on the part of the HCAC, Merger Sub, the Company or any holder of securities of any of the foregoing:

 (i) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and be converted into the right to receive (x) the Per Share Merger Consideration, plus (y) the Per Share Earnout Consideration, and after such conversion shall no longer be outstanding and shall cease to exist, and each holder of Company Common Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the consideration described in this Article II ;

 (ii) each share of Company Common Stock held immediately prior to the Effective Time by the HCAC, Merger Sub or Company (in treasury stock or otherwise) shall be cancelled and extinguished, and no consideration shall be paid with respect thereto; and

 (iii) each Company Option shall automatically (without any further action required of the holder of such Company Option): (x) cease to represent an option to purchase or acquire shares of Company Common Stock as of the Effective Time; and (y) be assumed and converted, on the same terms and conditions as were applicable under the Company Incentive Plan or its terms (as applicable) and any applicable award agreement thereunder as of the Effective Time, into an option to acquire that number of Domesticated HCAC Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of Company Common Stock subject to such Company Option and (B) the Exchange Ratio, at an exercise price per share of Domesticated HCAC Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (1) the exercise price per share of Company Common Stock of such Company Option by (2) the Exchange Ratio (a “ HCAC Option ”). Holders of HCAC Options as of immediately following the Effective Time shall not be entitled to receive any Earnout Shares upon the occurrence of the Milestone Event in accordance with Section 2.05 . Notwithstanding anything in this Section 2.02(a)(iii) to the contrary, the exercise price applicable to the HCAC Options and the number of shares of Domesticated HCAC Common Stock subject to the HCAC Options shall, in each case, be determined in a manner consistent with the requirements of Section 409A of the Code, and, in the case of any Company Options that are intended to qualify as incentive stock options, within the meaning of Section 422 of the Code, consistent with the requirements of Section 424 of the Code.

 (b) Effect on HCAC Rights and Units . At the Effective Time, by virtue of the Merger and without any action on the part of the HCAC, Merger Sub, the Company or any holder of Domesticated HCAC Rights or Domesticated HCAC Units:

 (i) each then issued and outstanding Domesticated HCAC Unit shall be cancelled and will thereafter entitle the holder thereof to one share of Domesticated HCAC Common Stock and one Domesticated HCAC Right.

 (ii) each then issued and outstanding Domesticated HCAC Right (including such Domesticated HCAC Rights issued in connection with the Unit Split) shall convert automatically into one-tenth (1/10) of one (1) share of Domesticated HCAC Common Stock, pursuant to the Rights Agreement; and

 Section 2.03 No Fractional Shares . No fractional shares of Domesticated HCAC Common Stock, or certificates or scrip representing fractional shares of Domesticated HCAC Common Stock, will be issued upon the conversion of the Company Securities pursuant to the Merger, and any such fractional shares or interests therein will not entitle the owner thereof to vote or to any rights of a stockholder of HCAC. Any fractional shares of Domesticated HCAC Common Stock will be rounded down to the nearest whole number.

 5

 Section 2.04 Withholding . Notwithstanding any other provision in this Agreement, the HCAC, Merger Sub, the Company, and the Surviving Corporation (and their respective Representatives) shall be entitled to deduct or withhold from any amount or consideration payable or issuable to any Person pursuant to this Agreement such amounts that are required to be deducted or withheld under the Code, or under any provision of U.S. state or local or non-U.S. Tax Law, with respect to such amounts or considerations payable or issuable. To the extent that amounts are so deducted and withheld and paid over to the appropriate Governmental Authorities, such amounts shall be treated for all purposes under this Agreement as having been paid or issued to the Person in respect of which such deduction and withholding was made. Notwithstanding the foregoing, except for any payments made pursuant to the last sentence of this Section 2.04 , the HCAC shall use commercially reasonable efforts to provide (a) the Company with advance written notice of any intention to deduct and withhold from any amount or consideration payable or issuable to equityholders of the Company and (b) such recipients of consideration with a reasonable opportunity to provide documentation establishing exemptions from or reductions of such deductions or withholdings. In the case of any such payment payable to employees of the Company or its Subsidiaries in connection with the Merger that are treated as compensation, the Parties shall reasonably cooperate to pay such amounts through the Company’s or the relevant Subsidiary’s payroll to facilitate applicable withholding.

 Section 2.05 Milestone Event .

 (a) Milestone Event . Following the Closing (and in the case of clause (i) as additional consideration for the Merger and the Transaction), within five (5) Business Days after the occurrence of a Milestone Event, the HCAC shall issue or cause to be issued, the following shares of Domesticated HCAC Common Stock (all of which shall be equitably adjusted for any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction with respect to shares of Domesticated HCAC Common Stock occurring after the Closing), upon the terms and subject to the conditions set forth in this Agreement and the Ancillary Documents:

 (i) Earnout Shares . An aggregate one-time issuance of 5,000,000 shares, to the Earnout Participants, in accordance with each Earnout Participant’s respective Pro Rata Share (collectively, the “ Earnout Shares ”); and

 (ii) Deferred Shares . An aggregate one-time issuance of 1,250,000 shares to the Additional Share Recipients (collectively, the “ Deferred Shares ”), allocated as follows:

 (A) Up to 875,000 Deferred Shares, representing 70% of the total Deferred Shares (the “ Deferred HCAC Shares ”), to such Persons, and in such amounts, as HCAC identifies in writing before the Closing and documents in the applicable Additional Share Agreements; provided , that if HCAC does not identify the allocation of all Deferred HCAC Shares before the Closing, the unallocated Deferred HCAC Shares shall be allocated to the holders of Additional HCAC Shares so that (x) the number of Deferred HCAC Shares issuable to each holder of Additional HCAC Shares divided by the aggregate entitlement of Deferred HCAC Shares equals (y) such holder’s pro rata ownership of Additional HCAC Shares.

 (B) Up to 375,000 Deferred Shares, representing 30% of the total Deferred Shares (the “ Deferred Company Shares ”), to such Persons, and in such amounts, as the Post-Closing HCAC Board determines after the Closing and before the occurrence of a Milestone Event; provided , that if the Post-Closing HCAC does not determine the allocation of all Deferred Company Shares before the occurrence of such Milestone Event, the unallocated Deferred Company Shares shall be allocated to the holders of Additional Company Shares so that (x) the number of Deferred Company Shares issuable to each holder of Additional Company Shares divided by the aggregate entitlement of Deferred Company Shares equals (y) such holder’s pro rata ownership of Company Additional Shares.

 (b) It is agreed and understood that the Milestone Event shall only occur once, if at all, and in no event shall the recipients of any Earnout Shares and Deferred Shares pursuant to Section 2.05(a) be entitled to receive more than an aggregate of 6,250,000 shares of Domesticated HCAC Common Stock; provided, that any unearned portion of the Earnout Shares and Deferred Shares not earned prior to the seventh (7th) anniversary of the Closing Date shall be forfeited. In lieu of any fractional Earnout Shares and Deferred Shares to which any recipient would otherwise be entitled, HCAC shall round down to the nearest whole Earnout Share or Deferred Share, as applicable.

 6

 Article
 III
 CLOSING

 Section 3.01 Closing . Subject to the satisfaction or waiver of the conditions set forth in Article VII , the consummation of the Transactions (other than the transactions contemplated by this Agreement that by their nature are to be satisfied prior to the Closing) (the “ Closing ”) shall take place by electronic exchange of documents and signatures at a time and date to be specified in writing by the Parties, which date shall be no later than the third (3rd) Business Day after all the Closing conditions in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other date, time or place (including remotely) as the HCAC and the Company may agree (the date and time at which the Closing is actually held being the “ Closing Date ”).

 Section 3.02 Closing Documents .

 (a) HCAC Closing Certificate . Five (5) Business Days prior to the Closing, the HCAC shall deliver to the Company a written notice setting forth the HCAC’s good faith calculation of the following: (i) the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Redemptions; (ii) the aggregate amount of the HCAC Transaction Costs as of the Closing; and (iii) the number of shares of Domesticated HCAC Common Stock to be outstanding as of the Closing and after giving effect to the Domestication and the Merger, the Redemption and the issuance of securities in connection with the consummation of the PIPE Investment (but excluding any shares of Domesticated HCAC Common Stock to be issued in the Merger).

 (b) Company Closing Certificate . Five (5) Business Days prior to the Closing, the Company shall deliver to the HCAC a written notice setting forth the Company’s good faith calculation of the aggregate amount of the Company Transaction Costs as of the Closing, including all invoices and wire instructions for each Person owed (and any other supporting details reasonably requested by the HCAC).

 Section 3.03 Payment of Expenses .

 (a) Company Transaction Costs . On the Closing Date, the HCAC shall pay or cause to be paid by wire transfer of immediately available funds all Company Transaction Costs.

 (b) HCAC Transaction Costs . On the Closing Date, the HCAC shall pay or cause to be paid by wire transfer of immediately available funds all HCAC Transaction Costs.

 Article
 IV
 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 Except as set forth in the disclosure letter dated as of the date of this Agreement delivered by the Company to the HCAC (the “ Company Disclosure Letter ”) prior to or in connection with the execution and delivery of this Agreement or as are disclosed in the Company Financials, the Company hereby represents and warrants to the HCAC and Merger Sub, as of the date hereof and as of the Closing, as follows.

 Section 4.01 Organization and Standing . The Company is a Delaware corporation duly formed, validly existing and in good standing under the DGCL and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except as would not be material to the Target Companies, taken as a whole. Each Subsidiary of the Company is a corporation, limited liability company or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except as would not be material to the Target Companies, taken as a whole. Each Subsidiary of the Company is duly qualified or licensed and in good standing in the jurisdiction in which it is formed 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, except where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has provided to the HCAC accurate and complete copies of the Target Companies’ Organizational Documents, each as amended to date and as currently in effect. No Target Company is in violation of any provision of its Organizational Documents in any material respect.

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 Section 4.02 Authorization; Binding Agreement . The Target Companies have all requisite 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 Target Companies’ respective obligations hereunder and thereunder and to consummate the Transactions, subject to obtaining the Company Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which each Target 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 applicable Target Company’s board of directors (or other similar governing body) in accordance with such Target Companies’ Organizational Documents, or the DGCL, as applicable, any other applicable Law or any Contract to which such Target Company or any of its stockholders is a party or by which it or its securities are bound and (b) other than the Company Shareholder Approval, no other proceedings on the part of the Target Companies 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. This Agreement has been, and each Ancillary Document to which the Target Companies are or are required to be a party shall be when delivered, duly and validly executed and delivered by the Target Companies 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 Target Companies, enforceable against the Target Companies in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted, has (i) determined that this Agreement, the Ancillary Documents and the Transactions are advisable, and in the best interests of, the Company and (ii) approved this Agreement and the Ancillary Documents and the Transactions in accordance with the DGCL, the Company’s Organizational Documents and any other applicable Law.

 Section 4.03 Capitalization .

 (a) Set forth on Section 4.03(a) of the Company Disclosure Letter is a true, correct and complete list of each record holder of Company Securities and the number and type of Company Securities held by each such holder as of the date hereof, subject to the additional information set forth on Section 4.03(a) of the Company Disclosure Letter.

 (b) Prior to giving effect to the Transactions, all of the Company Securities are and will be owned free and clear of any Liens other than those imposed under the Company’s Organizational Documents, applicable securities Laws, or as set forth on Section 4.03(b)(i) of the Company Disclosure Letter, and other than such securities, the Company does not have any other issued or outstanding stock or any other securities. All of the issued and outstanding Company Securities have been duly authorized and validly issued in accordance with all applicable Laws, including applicable securities Laws, and the Company’s Organizational Documents, are fully paid and nonassessable and are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal or similar rights, except where such violation or failure would not reasonably be expected to be, individually or in the aggregate, material to the Target Companies, taken as a whole. Except as set forth on Section 4.03(b)(ii) of the Company Disclosure Letter, there are no preemptive rights or rights of first refusal or first offer, nor are there any Contracts, commitments, arrangements or restrictions to which the Company or, to the Knowledge of the Company, any of its security holders is a party or bound relating to any stock or other Company Securities, whether or not outstanding. Except as set forth on Section 4.03(b)(iii) of the Company Disclosure Letter, there are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to the Company. There are no voting trusts, proxies, shareholder agreements or any other agreements or understandings with respect to the voting of the Company Securities. Except as set forth in the Company’s Organizational Documents, there are no outstanding contractual obligations of the Target Companies to repurchase, redeem or otherwise acquire any equity interests or securities of such Target Company, nor has any Target Company granted any registration rights to any Person with respect to such Target Companies’ securities.

 (c) Except as provided for in this Agreement, as a result of the consummation of the Transactions, no stock, warrants, options or other securities of the Target Companies are issuable and no rights in connection with any stock, warrants, options or other securities of the Target Companies accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).

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 Section 4.04 Subsidiaries . Section 4.04 of the Company Disclosure Letter sets forth the names of the Company’s direct and indirect Subsidiaries, and with respect to each Subsidiary (a) their jurisdiction of incorporation or organization, (b) all names other than its legal name under which any Subsidiary does business, as applicable, (c) its authorized shares or other equity interests (if applicable) and (d) the number of issued and outstanding shares or other equity interests and the record holders and beneficial owners thereof. All of the outstanding equity securities of each Subsidiary of the Company are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered, sold and delivered in compliance with all applicable securities Laws, and owned by one or more of the Company or its Subsidiaries free and clear of all Liens (other than, if any, those imposed by such Subsidiary’s Organizational Documents, applicable securities Laws, Permitted Liens or Liens).

 Section 4.05 No Conflict; Governmental Consents and Filings .

 (a) Except as otherwise described in Section 4.05(a) of the Company Disclosure Letter, subject to the receipt of consents, approvals, authorizations and other requirements described in Section 4.02 or set forth in Section 4.02 of the Company Disclosure Letter, the execution, delivery and performance of this Agreement (including the consummation by the Target Companies of the Transactions) and the other Ancillary Documents to which the Target Companies are a party by the Target Companies, do not and will not: (i) violate any provision of, or result in the breach of, any applicable Law to which any Target Company is subject or by which any property or asset of any Target Company is bound; (ii) conflict with or violate the Organizational Documents of any Target Company; (iii) violate any provision of or result in a breach, default or acceleration of, require a consent under, or create any right to payment under any Company Material Contract, material Company Real Property Lease (as defined in Section 4.16(b) herein) or Material Current Government Contract, or terminate or result in the termination of any Company Material Contract, material Company Real Property Lease or Material Current Government Contract, or result in the creation of any Lien (other than a Permitted Lien) under any Company Material Contract, Company Real Property Lease or Material Current Government Contract upon any of the properties or assets of any Target Company, or constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, default, acceleration, termination or creation of a Lien (other than a Permitted Lien); or (iv) result in a violation or revocation of any required Consents, except to the extent that the occurrence of any of the foregoing items set forth in clauses (i), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of the Company to consummate the Transactions or to have a Company Material Adverse Effect.

 (b) Assuming the truth and completeness of the representations and warranties of the HCAC and Merger Sub contained in this Agreement, no consent, notice, approval or authorization of, or designation, declaration or filing with, any Governmental Authority is required on the part of the Target Companies with respect to the Target Companies’ execution, delivery or performance of this Agreement, any of the other Ancillary Documents to which it is a party or the consummation by the Target Companies of the Transactions, except for: (i) any consents, notices, approvals, authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (ii) compliance with any applicable requirements of the securities Laws; and (iii) as otherwise disclosed on Section 4.05(b) of the Company Disclosure Letter.

 Section 4.06 Financial Statements .

 (a) (i) The Company has provided to the HCAC true, correct and complete copies of the unaudited consolidated financial statements of the Target Companies (including, in each case, any related notes thereto) as of and for the 12-month period ended December 31, 2024, and the 9-month period ended September 30, 2025, consisting of the consolidated balance sheet of the Target Companies as of such date and the related consolidated income statement, and statement of cash flows for the fiscal year then ended (the “ Draft Financials ” and, together with the Audited Financial Statements, the “ Company Financials ”). (ii) The Company Financials were derived in all material respects from the books and records of the Target Companies, which books and records have been maintained in all material respects in accordance with commercially reasonable business practices. (iii) The Audited Financial Statements, when delivered, will have been prepared in all material respects, in accordance with GAAP consistently applied throughout the periods covered thereby and present fairly in all material respects, the consolidated financial position, results of operations, income (loss), changes in equity and cash flows of the Target Companies as of the dates and for the periods indicated in such Audited Financial Statements in conformity with GAAP (except in the case of the Audited Financial Statements that cover a period of less than one year for the absence of footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments which will not be material in amount) and were derived from and accurately reflect in all material respects, the books and records of each of the Target Companies. No Target Company has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

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

 Section 4.07 Undisclosed Liabilities . Except as set forth of Section 4.07 of the Company Disclosure Letter, there is no liability, debt or obligation (absolute, accrued, contingent or otherwise) of any Target Company of a type required to be reflected or reserved for on a balance sheet prepared in accordance with GAAP, except for Liabilities, debts and obligations: (a) provided for in, or otherwise reflected or reserved for on the Company Financials or disclosed in the notes thereto; (b) incurred in the ordinary course of the operation of business of the Company since the date of the most recent balance sheet included in the Company Financials; (c) incurred in connection with the Transactions; or (d) which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

 Section 4.08 Absence of Certain Changes . Except as set forth on Section 4.08 of the Company Disclosure Letter, and for activities conducted in connection with this Agreement and the transactions contemplated hereby, since December 31, 2025 through the date of this Agreement, (a) each Target Company has conducted its business in the ordinary course of business consistent with past practice, (b) there has not been any Company Material Adverse Effect, and (c) no Target Company has taken any action or committed or agreed to take any action that would be prohibited by Section 6.02(b) (without giving effect to Section 6.02(b) of the Company Disclosure Letter) if such action were taken on or prior to the Closing without the consent of the HCAC.

 Section 4.09 Compliance with Laws .

 (a) Each Target Company has, during the past three (3) years, complied with, and is not currently in violation of, any applicable Law with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations which, individually or in the aggregate, have not been and would not reasonably be expected to be, material to the Target Companies, taken as a whole. Except as disclosed in Section 4.09 of the Company Disclosure Letter, no written, or to the Knowledge of the Company, oral notice of non-compliance with any applicable Law has been received that, individually or in the aggregate, would reasonably be expected to be material to the Target Companies, taken as a whole.

 (b) Each Target Company is in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders, or other Consents from Governmental Authorities and/or third Persons (the “ Approvals ”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted and is in compliance with all terms and conditions of such Approvals, in each case, except where the failure to have such Approvals or be in compliance therewith, individually or in the aggregate, have not been and would not reasonably be expected to be, material to the Target Companies, taken as a whole.

 Section 4.10 Government Contracts . Section 4.10 of the Company Disclosure Letter sets forth a list of each Contract with a Governmental Authority in existence as of the date hereof that involves aggregate payments to the Target Companies that are reasonably expected to be in excess of $1,000,000 (each, a “ Material Current Government Contract ”). Each Material Current Government Contract was legally awarded to the Target Companies, as applicable. Except for any Material Current Government Contract that is terminated or expires following the date hereof in accordance with its terms, all Material Current Government Contracts are: (i) a legal, valid binding obligation of the Target Companies, as applicable; and (ii) in full force and effect and enforceable against the Target Companies, as applicable, in accordance with its terms, in each case subject to the Enforceability Exceptions.

 Section 4.11 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 material Permits required to own, lease and operate its assets and properties as presently owned, leased or operated (collectively, the “ Company Permits ”). The Company has made available to the HCAC true, correct and complete copies of all the Company Permits, all of which are listed on Section 4.11 of the Company Disclosure Letter. To the Knowledge of the Company, each Company Permit is in full force and effect and will upon its termination or expiration will be timely renewed or reissued upon terms and conditions substantially similar to its existing terms and conditions and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened, that seek the revocation, cancellation, limitation, suspension, restriction, adverse modification or termination of any Company Permit. Each Target Company has at all times operated in material compliance with all Company Permits applicable to such Target Company.

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 Section 4.12 Litigation . Except as described on Section 4.12 of the Company Disclosure Letter, there is no (a) Legal Proceeding of any nature currently pending or, to the Knowledge of the Company, threatened, against any Target Company or any of its properties or assets, or, to the Knowledge of the Company, any of the directors or officers of any Target Company with regard to their actions as such, in which the reasonably expected damages are in excess of $2,000,000 or which otherwise is reasonably expected to result in an Order for specific performance, an injunction or other equitable relief; (b) to the Knowledge of the Company, pending or threatened, audits, examinations or investigations by any Governmental Authority against any Target Company; (c) pending or threatened in writing Legal Proceedings by any Target Company against any third party; (d) settlements or similar agreements that impose any material ongoing obligations or restrictions on any Target Company; and (e) Orders imposed or, to the Knowledge of the Company, threatened to be imposed upon any Target Company or any of their respective properties or assets, or, to the Company’s Knowledge, any of the directors or officers of any Target Company with regard to their actions.

 Section 4.13 Material Contracts .

 (a) Section 4.13(a) of the Company Disclosure Letter sets forth a true, correct and complete list of all Contracts described in clauses (i) through (xviii) below, to which, as of the date of this Agreement, 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 Section 4.13(a) of the Company Disclosure Letter, a “ Company Material Contract ”). True, correct, complete copies of the Company Material Contracts, including amendments thereto, have been delivered or made available to the HCAC. The Company Material Contracts include:

 (i) Each Contract that contains covenants that limit the ability of any Target Company (or purports to bind any Affiliate thereof) (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, including any non-competition 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) Each joint venture Contract, profit-sharing agreement, partnership, limited liability company agreement with a third party or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture;

 (iii) Each Contract that 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) Each Contract that is reasonably anticipated to involve the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess of $500,000 (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;

 (v) Each Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of any Target Company (other than in the ordinary course of business), in each case, whether by merger, purchase or sale of stock or assets or otherwise (other than Contracts for the purchase or sale of inventory or supplies entered into in the ordinary course of business) occurring in the last five (5) years and/or relating to pending or future acquisitions or dispositions, in each case, involving aggregate payments in excess of $500,000;

 (vi) Each obligation to make payments in excess of $500,000, contingent or otherwise, arising out of the prior acquisition of the business, assets or stock of other Persons;

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 (vii) Each lease, rental agreement, installment and conditional sale agreement, or other Contract that, in each case, (A) provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or Personal Property, and (B) involves aggregate annual payments in excess of $500,000;

 (viii) Each Contract that by its terms, individually or with all related Contracts, that is reasonably anticipated to call for aggregate payments or receipts by the Target Companies under such Contract or Contracts of at least $500,000 per year or $1,000,000 in the aggregate;

 (ix) Each Contract with any Top Supplier (other than purchase orders, invoices, statements of work and non-disclosure or similar agreements entered into in the ordinary course of business consistent with past practice;

 (x) Each collective bargaining (or similar) agreement or Contract between the Target Company on one hand, and any labor union or other body representing employees of the Target Company on the other hand

 (xi) Each Contract that is reasonably anticipated to obligate the Target Companies to provide continuing indemnification or a guarantee of obligations of a third party after the date hereof in excess of $500,000;

 (xii) Each Contract that is between any Target Company and any directors, officers or employees of a Target Company that (A) provides for change in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of the Transactions or (B) cannot be terminated by any Target Company without penalty and with no more than sixty (60) days’ advance notice;

 (xiii) Each Contract that obligates the Target Companies to make any capital commitment or expenditure in excess of $500,000 (including pursuant to any joint venture);

 (xiv) Each Contract that relates to a material settlement or under which any Target Company has outstanding obligations (other than customary confidentiality obligations) in excess of $500,000;

 (xv) Any Contract that provides another Person (other than another Target Company or any manager, director or officer of any Target Company) with a power of attorney to act on behalf of any Target Company or to act on behalf of any manager, director or officer of any Target Company with respect to any Target Company;

 (xvi) Each Contract which (A) contains any assignment or any covenant not to assert or enforce, any Intellectual Property; (B) pursuant to which any Intellectual Property is or was developed by, with or for any Target Company; or (C) pursuant to which any of the Target Companies either (1) grants to a third Person (I) a license, immunity, or other right in or to any Intellectual Property or (II) an exclusive license, immunity, or other right in or to any Owned Intellectual Property, or (2) is granted by a third Person a license, immunity, or other right in or to any Intellectual Property or IT Assets, in the case of both (1) and (2) excluding (unless they otherwise qualify as Company Material Contracts under a different subsection of this Section 4.13 ): (w) non-exclusive licenses of Owned Intellectual Property granted to suppliers, customers or end users in the ordinary course of business; (x) licenses of Open Source Software; (y) Off-the-Shelf Software; and (z) invention assignment and confidentiality agreements with employees and contractors on standard forms made available to HCAC and without any material deviations or exceptions;

 (xvii) Each Contract involving transactions with an Affiliate of any Target Company (other than employment agreements, employee confidentiality and invention assignment agreements, equity or incentive equity documents and Organizational Documents); and

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 (xviii) Each Contract that is a material settlement, conciliation, or similar agreement with any Governmental Authority or pursuant to which any Target Company will have outstanding obligations after the date hereof, and excluding any such agreements that are releases entered into with former employees or independent contractors in the ordinary course of business.

 (b) Except as disclosed in Section 4.13(b) of the Company Disclosure Letter, with respect to each Company Material Contract or for any Company Material Contract that is terminated or expires following the date hereof in accordance with its terms: (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) except as would not reasonably be expected to be material to the Target Companies, taken as a whole, 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 of or default under, in any material respect, and, to the Knowledge of the Company, no event has occurred that with the passage of time or giving of notice or both would constitute a material breach of or default under 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, to the Knowledge of the Company 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 in any material respect; and (vi) no Target Company has waived any material rights under any such Company Material Contract.

 Section 4.14 Intellectual Property .

 (a) Section 4.14(a)(i) of the Company Disclosure Letter sets forth a true, accurate, and complete list of (1): all U.S. and foreign registered or issued Intellectual Property and applications owned by a Target Company (“ 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 (2) all unregistered Trademarks. Each item of Company Registered IP is subsisting, and to the Knowledge of the Company, valid and enforceable. Each Target Company, as applicable, owns, all Owned Intellectual Property, free and clear of all Liens (other than Permitted Liens or any Liens set out on Section 4.14(a)(ii) of the Company Disclosure Letter), has valid and enforceable rights in, and has the valid and enforceable right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed or held for use by such Target Company, and previously used or licensed by such Target Company and necessary for the conduct of the business of such Target Company as presently conducted and as proposed to be conducted. No item of Company Registered IP that consists of a pending Patent application fails to identify all pertinent inventors, and for each Patent and Patent application in the Company Registered IP, the Target Companies have obtained valid present assignments of inventions from each inventor. Except as set forth on Section 4.14(a)(iii) of the Company Disclosure Letter, all Company Registered IP is owned exclusively by the applicable Target Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect to such Company Registered IP, and such Target Company has recorded assignments of all Company Registered IP.

 (b) Each Target Company has a valid and enforceable written license or other valid right to use all other Company IP, including Intellectual Property that is the subject of the inbound Company IP Licenses applicable to such Target Company. The inbound Company IP Licenses include all of the licenses, sublicenses and other agreements or permissions necessary to operate the Target Companies as presently conducted and as proposed to be conducted. Each Target Company has performed all obligations imposed on it in the Company IP Licenses, has made all payments required to date, and such Target Company is not, nor, to the Knowledge of the Company, is any other party thereto, in breach or default thereunder, nor has any event occurred that with notice or lapse of time or both would constitute a default thereunder. The continued use by the Target Companies of the Intellectual Property that is the subject of any Company IP License in the same manner that it is currently being used is not restricted by any applicable license of any Target Company. No Target Company is party to any Contract that requires a Target Company to assign to any Person any or all of its rights in any Intellectual Property developed by a Target Company under such Contract.

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 (c) No Legal Proceeding is pending or, to the Company’s Knowledge, threatened against a Target Company that challenges the validity, enforceability, ownership, or right to use, sell, license or sublicense, or that otherwise relates to, any Owned Intellectual Property, nor, to the Knowledge of the Company, is there any reasonable basis for any such Legal Proceeding. No Target Company has received any written or, to the Knowledge of the Company, oral notice or claim asserting that any infringement, misappropriation, violation, dilution or unauthorized use of the Intellectual Property of any other Person is or may be occurring or has or may have occurred, as a consequence of the business activities of any Target Company, nor to the Knowledge of the Company is there a reasonable basis therefor. There are no Orders to which any Target Company is a party or is otherwise bound that (i) restrict the rights of a Target Company to use, transfer, license or enforce any Intellectual Property owned by a Target Company, (ii) restrict the conduct of the business of a Target Company in order to accommodate a third Person’s Intellectual Property, or (iii) other than the outbound Company IP Licenses, grant any third Person any right with respect to any Intellectual Property owned by a Target Company. No Target Company is currently infringing, or has, in the past, infringed, misappropriated or violated any Intellectual Property of any other Person in any material respect in connection with the ownership, use or license of any Owned Intellectual Property or otherwise in connection with the conduct of the respective businesses of the Target Companies. To the Company’s Knowledge, no third party is currently, or in the past six (6) years has infringed upon, misappropriated or otherwise violated any Owned Intellectual Property.

 (d) No current or former officers, employees, independent contractors, or other third parties employed or engaged by a Target Company has any ownership interest in any Owned Intellectual Property and no Person has claimed or asserted in writing any ownership interest or other rights in or to any Owned Intellectual Property. To the Company’s Knowledge, there has been no violation of a Target Company’s policies or practices related to protection of Company IP or any confidentiality or nondisclosure Contract relating to the Intellectual Property owned by a Target Company. To the Company’s Knowledge, none of the employees of any Target Company is obligated under any Contract, or subject to any Order, that would materially interfere with the use of such employee’s reasonable efforts to promote the interests of the Target Companies, or that would conflict with the business of any Target Company as presently conducted. Each Target Company has taken commercially reasonable efforts and security measures in order to maintain, preserve and protect all material Owned Intellectual Property, including to protect the secrecy, confidentiality and value of the material Company IP. All Persons who have participated in or contributed to the creation or development of any material Owned Intellectual Property have executed written agreements pursuant to which all of such Person’s right, title and interest in and to any such Owned Intellectual Property has been irrevocably assigned (by a present tense assignment) to one or more of the Target Companies (or all such right, title, and interest vested in one or more of the Target Companies by operation of Law).

 (e) Each Target Company is in all material respects in compliance with all licenses governing any Open Source Software that is incorporated into, used, intermingled, or bundled with any material Company Software. No Open Source Software is or has been included, incorporated or embedded in, linked to, combined, made available or distributed with, or used in the development, maintenance, operation, delivery or provision of any Company Software in a manner that requires any Target Company to: (i) disclose, contribute, distribute, license or otherwise make available to any Person (including the open source community) any source code to such Company Software; (ii) license any such Company Software or other material Owned Intellectual Property for making modifications or derivative works; (iii) disclose, contribute, distribute, license or otherwise make available to any Person any such Company Software or other material Owned Intellectual Property for no or nominal charge; or (iv) grant a license to, or refrain from asserting or enforcing any of, its Patents (“ Copyleft Terms ”).

 (f) No government funding, resources or assistance, nor any facilities of a university, college, other educational institution, or similar institution, or research center or private or commercial third parties in their respective research and development activities were used by any Target Company in the development of any Owned Intellectual Property. No Governmental Authority has any (i) ownership interest or exclusive license in or to any Owned Intellectual Property, (ii) “unlimited rights” (as defined in 48 C.F.R. § 52.227-14 and in 48 C.F.R. § 252.227-7013(a)) in or to any of the Company Software, or (iii) “march in rights” (pursuant to 35 U.S.C. § 203) in or to any Patents constituting material Owned Intellectual Property. No Target Company is a member of or party to, or has participated in any patent pool, industry standards body, trade association or other organization pursuant to the rules of which any Target Company is obligated to license or offer to license any existing or future Owned Intellectual Property to any Person.

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 (g) To the Knowledge of the Company, no Person has obtained unauthorized access to information, data (including personally identifiable information), IT Assets or Software in the possession of a Target Company or in their custody, control, or otherwise held or processed on their behalf nor has there been any loss, damage, disclosure, use, breach of security, or other compromise of the security, confidentiality or integrity of such IT Assets, Software, information, or data. To the Knowledge of the Company, no Target Company has experienced any material information security incident that has compromised the integrity or availability of the information technology, operational technology, or software applications the Target Companies own, operate, or outsource or the information and data thereon. Except as would not reasonably be expected to have a Company Material Adverse Effect, no material written or oral complaint, or notice of any claims or investigations, relating to an improper use or disclosure of, or a breach in the security of, any such information or data or relating to any information security-related incident has been received by a Target Company nor has a Target Company notified in writing, or been required by applicable Laws or Contract to notify in writing, any person or entity of any personal data or information security-related incident.

 (h) The consummation of any of the Transactions will not result in (i) any material violation of any data privacy or cybersecurity laws; or (ii) the material breach, material modification, cancellation, termination, suspension of, or acceleration of any payments with respect to, or release of source code because of (a) any Contract providing for the license or other use of material Intellectual Property owned by a Target Company, or (b) any Company IP License.

 Section 4.15 Taxes and Returns . Except in each case as set forth on Section 4.15 of the Company Disclosure Letter:

 (a) Each Target Company (i) has filed, or caused to be filed, all income and other material Tax Returns required to be filed by it (taking into account all valid extensions of time to file), and all such Tax Returns are true, accurate, correct and complete in all material respects, and (ii) has timely paid, or caused to be paid, all income and other material Taxes required to be paid by it, whether or not such Taxes are shown as due and payable on any Tax Return.

 (b) There is no Legal Proceeding currently pending or, to the Knowledge of the Company, threatened against a Target Company by a Governmental Authority in a jurisdiction where such Target Company does not file any Tax Returns or a particular type of Tax Return, or does not pay any Tax or a particular type of Tax, that such Target Company is or may be subject to such Tax or required to file such Tax Return in that jurisdiction.

 (c) There is no claim, assessment, audit, examination, investigation or other Legal Proceeding that is pending or, to the Knowledge of the Company, threatened against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claim, deficiency or assessment against it. No Target Company is currently contesting any Tax liability before any Governmental Authority.

 (d) There are no Liens for any Taxes upon any Target Company’s assets, other than Permitted Liens.

 (e) No Target Company has requested or consented to any waivers or extensions of any applicable statute of limitations for the collection or assessment of any Taxes, which waiver or extension (or request thereof) is currently effective, other than as the result of automatic extensions of time to file Tax Returns requested in the ordinary course of business.

 (f) Each Target Company has timely collected or withheld all material Taxes required to be collected or withheld by it and timely remitted such Taxes to the appropriate Governmental Authorities.

 (g) No Target Company has participated in or been a party to any “listed transaction,” as defined in Treasury Regulations Section 1.6011-4(b)(2).

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 (h) No Target Company will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date, as a result of: (i) an installment sale or open transaction disposition that occurred prior to the Closing; (ii) any change in method of accounting made prior to the Closing, including by reason of the application of Section 481 of the Code (or any analogous provision of state, local or foreign Law) or the use of an improper method of accounting prior to the Closing; (iii) any prepaid amounts received or deferred revenue accrued prior to the Closing; (iv) any intercompany transaction described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to Closing; or (v) any “closing agreement” pursuant to Section 7121 of the Code or any other agreement or arrangement with a Governmental Authority with respect to Taxes entered into prior to Closing.

 (i) No Target Company has been a member of an affiliated, combined, consolidated, unitary or other group for Tax purposes (excluding any (a) such group the common parent of which is a Target Company or (b) such group related to the HCAC that a Target Company will join upon or after the Closing (items described in clauses (a) and (b) collectively, “ Exempt Tax Group ”)). No Target Company has any liability for the Taxes of another Person (other than another Target Company) (i) pursuant to Treasury Regulations Section 1.1502-6 (or any similar or corresponding provision of U.S. state or local Tax Law) (other than as related to any Exempt Tax Group), (ii) as a transferee or successor, or (iii) by Contract (excluding any customary commercial Contracts entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). No Target Company is a party to or bound by any Tax indemnity, Tax sharing, or Tax allocation agreement (excluding any (1) customary commercial Contracts entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes, or (2) Contracts solely among any Target Companies).

 (j) No Target Company has ever had a permanent establishment, office, branch, or fixed place of business in any country other than the country of its organization or formation.

 (k) The Company is, and has at all times since its formation been, classified as a domestic corporation for U.S. federal income tax purposes.

 (l) No Target Company has requested and is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request pending or outstanding.

 (m) No Target Company has been a party to any transaction that was purported or intended to be treated as a distribution of stock qualifying, in whole or in part, for tax-free treatment under Section 355 of the Code (or any corresponding or similar provision of U.S. state or local Tax Law) within the past two (2) years.

 (n) No Target Company has taken any action (or permitted any action to be taken), or is aware of any fact or circumstance, that would reasonably be expected to prevent the Merger from qualifying for the Company Intended Tax Treatment.

 Section 4.16 Real Property .

 (a) The Target Companies do not own any real property.

 (b) Section 4.16(b) of the Company Disclosure Letter contains a true, correct and complete list of all premises currently leased or subleased or otherwise used or occupied (but not owned) by a Target Company for the operation of the business of a Target Company (the “ Company Leased Real Properties ”), and of all current leases, lease guarantees, agreements and documents related thereto, including all amendments, terminations and modifications thereof, waivers thereto or guarantees thereof (collectively, the “ Company Real Property Leases ”), including the street address thereof (if applicable) and parties to such Company Real Property Leases. The Company has provided to the HCAC a true and complete copy of each of the Company Real Property Leases. Each Company Real Property Lease 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). No Target Company is in material breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a material breach or default. No Target Company has exercised, nor has any Target Company received written notice of any other parties exercise of, any termination rights with respect to any Company Real Property Lease.

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 Section 4.17 Personal Property . Except as set forth on Section 4.17 of the Company Disclosure Letter, the Target Companies own and have good and marketable title to, or a valid leasehold interest in or right to use, their respective material tangible and intangible assets and Personal Property, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leases. The material tangible and intangible assets and Personal Property of the Target Companies: (A) constitute all of the assets, rights and properties that are necessary for the operation of the businesses of the Target Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Target Companies as currently conducted; and (B) have been maintained in accordance with generally accepted industry practice, are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Target Companies, taken as a whole.

 Section 4.18 Employee Matters .

 (a) The Target Companies are not and have never been a party to any collective bargaining agreement or other Contract covering any group of employees with any labor organization or other representative of any of the employees of any Target Company, and to the Knowledge of the Company, there are not, and in the past three (3) years, there have not been, any activities or proceedings of any labor union to organize or represent such employees. In the past three (3) years, there has not occurred or, to the Knowledge of the Company, been threatened any strike, slow-down, picketing, walkout, lockout, work-stoppage, any unfair labor practice charges or complaints, or other similar labor activity or disputes with respect to any employees of the Target Companies. No Target Company has received written or, to the Knowledge of the Company, oral notice that there is any pending Legal Proceeding involving unfair labor practices against any Target Company. Except as set forth on Section 4.18(a) of the Company Disclosure Letter, no current officer or other key employee of the Target Company, as of the date of this Agreement, has provided the Target Company with written notice of his or her intention to terminate his or her employment within the one (1) year period following the Closing.

 (b) Except as set forth on Section 4.18(b) of the Company Disclosure Letter, the Target Companies are, and, for the past three (3) years have been, in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, health and safety and wages and hours, and other Laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, classification of employees, employee scheduling, family and medical leave, and employee terminations (including mass layoffs and plant closings). There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened against any Target Company brought by or on behalf of any applicant for employment, any current or former employee, any Person alleging to be a current or former employee, or any Governmental Authority, relating to any such Laws or regulations, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

 (c) In the past three (3) years, the Target Companies have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Worker Adjustment and Retraining Notification Act or any similar state or local Law.

 (d) In the past three (3) years, (i) no allegations of sexual harassment or sexual misconduct have been made in writing, or, to the Knowledge of the Company, threatened to be made against or involving any current or former officer, director or other employee at the level of Vice President or above by any current or former officer, employee or individual service provider of any Target Company, and (ii) the Target Companies have not entered into any settlement agreements resolving, in whole or in part, allegations of sexual harassment or sexual misconduct by any current or former officer, director or other key employee.

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 (e) Section 4.18(e)(i) of the Company Disclosure Letter lists with respect to each present employee of the Target Companies: (i) name; (ii) employer of record; (iii) title; (iv) date of hire; (v) credited service; (vi) accrued and unused paid time off; (vii) accrued deferred compensation; (viii) employment status (active or nature of leave of absence); (ix) exempt or non-exempt status under the Fair Labor Standards Act of 1938, as amended (the “ FLSA ”) and applicable state and local wage and hour Laws; (x) work location (city/state, country); (xi) current annual base salary or base wages, current cash bonus target, current commission rate and commissions received or accrued and any other current or planned cash compensation entitlements for the current fiscal year; and (xii) the base salary cash bonus target, cash bonus received or accrued, commission rate and commissions received or accrued for fiscal year ended December 31, 2025. The employment of all such employees is “at-will” and may be terminated by the Target Companies at any time, for any reason or no reason, in accordance with applicable Law. Section 4.18(e)(ii) of the Company Disclosure Letter lists all independent contractors of the Target Companies who currently provide or have provided services for any Target Company (other than with respect to tax, accounting and legal services, or which are exclusively related to the Transactions) during the current fiscal year or any period in the fiscal year ended December 31, 2025 and sets forth for each such independent contractor the engaging Target Company, fee schedule and the total amount of all fees paid or accrued for such services provided during such periods; and the applicable term for which services were or are anticipated to be provided. All current and former employees of the Target Companies classified as exempt and workers classified as independent contractors under applicable Law, including the FLSA and state and local wage and hour Laws, are and have been properly classified.

 (f) The Target Companies have paid in full to all of their employees, former employees, independent contractors and former independent contractors, as applicable, any wages, salaries, fees, commissions, bonuses, benefits, compensation, overtime, cash-outs of accrued unused paid time off or leave, and severance or any other amounts due upon termination of their employment or engagement that are due and payable as of the Closing Date.

 Section 4.19 Benefit Plans .

 (a) Set forth on Section 4.19(a) of the Company Disclosure Letter is a true and complete list of each material Company Benefit Plan. With respect to each Company Benefit Plan, all contributions that are due have been made or, to the extent not yet due, are properly accrued in accordance with GAAP on the Company Financials in all material respects. The Target Companies are not required to provide employee benefits pursuant to a collective bargaining agreement or other Contract covering any group of employees, labor organization or other representative of any of the employees.

 (b) Each Company Benefit Plan is and has been operated, administered, maintained, and funded at all times in compliance with its terms and all applicable Laws in all material respects, including ERISA and the Code. Each Company Benefit Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code (i) has received a favorable determination letter from the IRS to be so qualified (or is based on a prototype plan which has received a favorable opinion letter upon which the Target Companies are entitled to rely) or (ii) the Target Companies have requested an initial favorable IRS determination of qualification and/or exemption within the period permitted by applicable Law. No event has occurred or, to the Knowledge of the Company, circumstance exists which could reasonably be expected to adversely affect the qualified status of such Company Benefit Plans or the exempt status of such trusts.

 (c) With respect to each Company Benefit Plan, the Company has made available to HCAC accurate and complete copies, if applicable, of: (i) all Company Benefit Plan documents and related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto); (ii) the most recent summary plan descriptions and material modifications thereto; (iii) the most recent annual and periodic accounting of plan assets; (iv) the three (3) most recent nondiscrimination testing reports; (v) the most recent determination letter (or opinion letter) received from the IRS; (vi) all non-routine communications with any Governmental Authority within the last three (3) years; (vii) the three (3) most recent annual reports (Form 5500 series) (with applicable attachments); and (viii) any written reports constituting a valuation of the Company Securities for purposes of Sections 409A or 422 of the Code, whether prepared internally by the Company or by an outside third party valuation firm.

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 (d) With respect to each Company Benefit Plan: (i) no Legal Proceeding is pending, or to the Knowledge of the Company, threatened (other than routine claims for benefits arising in the ordinary course of administration and administrative appeals of denied claims); (ii) no prohibited transaction, as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred, excluding transactions effected pursuant to a statutory or administration exemption; and (iii) all contributions and premiums that are due have been made as required under ERISA or have been fully accrued in all material respects on the Company Financials in accordance with GAAP.

 (e) None of the Target Companies nor any ERISA Affiliate currently maintains, or within the preceding six (6) years has maintained or contributed to, a Company Benefit Plan which is a “defined benefit plan” (as defined in Section 414(j) of the Code), a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a “multiple employer plan” (as described in Section 413(c) of the Code) or is otherwise subject to Title IV of ERISA or Section 412 of the Code, and the Target Companies have not incurred any Liability, could not otherwise have any Liability, contingent or otherwise, under Title IV of ERISA and no condition presently exists that is expected to cause such Liability to be incurred. The Target Companies do not and have not ever maintained, and are not and have never been required to contribute to or otherwise participate in, (i) a multiple employer welfare arrangement or voluntary employees’ beneficiary association as defined in Section 501(c)(9) of the Code or (ii) a “funded welfare plan” within the meaning of Section 419 of the Code.

 (f) Except as set forth on Section 4.19(f) of the Company Disclosure Letter, the consummation of the Transactions will not, either alone or in combination with another event, (i) entitle any current or former employee, officer or other service provider of the Target Companies to any severance pay or increase in severance pay or any other compensation payable by the Target Companies, (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation due to any such employee, officer or other individual service provider by the Target Companies, (iii) directly or indirectly cause the Target Companies to transfer or set aside any assets to fund any benefits under any Company Benefit Plan, (iv) otherwise give rise to any material liability under any Company Benefit Plan, or (v) limit or restrict the right to merge, amend, terminate or transfer the assets of any Company Benefit Plan on or following the Closing. The consummation of the transactions contemplated hereby will not, either alone or in combination with another event, result in any “excess parachute payment” under Section 280G of the Code with respect to the Target Companies. No Company Benefit Plan provides for a Tax gross-up, make whole or similar payment, including with respect to the Taxes imposed under Sections 409A or 4999 of the Code.

 (g) Except as set forth on Section 4.19(g) of the Company Disclosure Letter or to the extent required by Section 4980B of the Code or similar state Law, the Target Companies do not provide health or welfare benefits to any former or retired employee and are not obligated to provide such benefits to any active employee following such employee’s retirement or other termination of employment or service.

 (h) Except as would not, or would not reasonably be expected to be, material to the Target Companies, taken as a whole, each Company Benefit Plan that is subject to Section 409A of the Code has been administered and maintained in compliance with the applicable provisions of Section 409A of the Code, the regulations thereunder and other official guidance issued thereunder.

 (i) Each Company Benefit Plan can be terminated at any time without resulting in any Liability to the Target Companies, the HCAC, Merger Sub or their respective Affiliates for any additional contributions, penalties, premiums, fees, fines, excise taxes or any other charges or liabilities, other than Liabilities with respect to participant accrued benefits through the effective date of such termination in accordance with the terms of such plan and ordinary administration costs typically incurred in a termination event.

 Section 4.20 Environmental Matters . Except as set forth in Section 4.20 of the Company Disclosure Letter:

 (a) Each Target Company has been in compliance in all material respects with all applicable Environmental Laws, including obtaining, maintaining in good standing, and complying with all Permits required for their business and operations under any Environmental Laws (“ Environmental Permits ”).

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 (b) No Legal Proceeding is pending or, to the Knowledge of the Company, threatened against any Target Company or their respective assets or properties, alleging a material violation of, or material liability under, any Environmental Law or Environmental Permit, including with respect to the revocation, modification or termination of any Environmental Permits, and, to the Knowledge of the Company, no facts, circumstances, or conditions currently exist that would reasonably be expected to adversely affect compliance with Environmental Laws and Environmental Permits or require material capital expenditures to achieve or maintain continued compliance with Environmental Laws and Environmental Permits.

 (c) No Target Company or any of its respective properties, facilities or operations, is the subject of any outstanding material Order or Contract with any Governmental Authority or other Person in respect of any (i) Environmental Law, (ii) Remedial Legal Proceeding, or (iii) Release or threatened Release of a Hazardous Material. No Target Company has assumed, contractually or by operation of Law, any material Environmental Liabilities.

 (d) No Target Company has manufactured, treated, stored, disposed of, arranged for or permitted the disposal of, generated, handled or Released any Hazardous Material, or owned or operated any property or facility, in a manner that has given or would reasonably be expected to give rise to any material Environmental Liability or obligation under applicable Environmental Laws. To the Knowledge of the Company, no fact, circumstance, or condition exists in respect of any Target Company or any property currently or formerly owned, operated, or leased by any Target Company, or any other property that could reasonably be expected to result in a Target Company incurring any material Environmental Liability.

 (e) No Target Company has received written notification of any investigation of the business, operations, or currently or formerly owned, operated, or leased property of a Target Company that could lead to the imposition of any material Liens or Environmental Liabilities and, to the Knowledge of the Company, no such investigations are pending or threatened in writing.

 (f) To the Knowledge of the Company, no Person has Released any Hazardous Material at, on, or under any facility currently or formerly owned or operated by any Target Company or any third-party site, in each case in a manner that would be reasonably likely to give rise to a material Environmental Liability of the Target Companies, including for Remedial Legal Proceeding costs, investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages, and attorney fees.

 (g) The Company has provided to the HCAC all material written environmental reports, audits, assessments, liability analyses, memoranda and studies in the possession of, or conducted by, the Target Companies and concerning the environmental condition of any properties of the Target Company, Environmental Liabilities or compliance with Environmental Laws.

 Section 4.21 Transactions with Related Persons . Except as set forth on Section 4.21 of the Company Disclosure Letter, and except for in the case of any employee, officer or director, of any employment Contract or Company Benefit Plans made in the ordinary course of business consistent with past practice or except as set forth in the Company Financials, no Target Company is a party to any transaction or Contract with any (a) present or former executive officer or director of any of the Target Companies, (b) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% or more of the capital stock or equity interests of any of the Target Companies or (c) any Affiliate, “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing; provided that in each case of the foregoing, excluding any transaction or Contract between or among the Company’s Subsidiaries or between or among the Company and any of its Subsidiaries. Except as set forth in the Company Financials or as set forth on Section 4.21 of the Company Disclosure Letter: (x) to the Knowledge of the Company, no Related Person or any Affiliate of a Related Person has, directly or indirectly, a material economic interest in any Contract with any of the Target Companies (other than such Contracts that relate to any such Person’s ownership of the Company Common Stock or other equity interests of any Target Company as set forth on Section 4.03(a) of the Company Disclosure Letter or such Person’s employment or consulting arrangements with the Target Companies), and (y) the assets of the Target Companies do not include any receivable or other obligation from a Related Person, and the Liabilities of the Target Companies do not include any payable or other obligation or commitment to any Related Person.

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 Section 4.22 Insurance .

 (a) Section 4.22(a) of the Company Disclosure Letter contains a list of, as of the date hereof, all material policies or binders of property, fire and casualty, product liability, workers’ compensation, and other forms of insurance held by, or for the benefit of, the business of any Target Company (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy). As of the date hereof, all premiums due and payable under all such insurance policies have been timely paid and the Target Companies are otherwise in material compliance with the terms of such insurance policies. Each such insurance policy (i) is legal, valid, binding, enforceable and in full force and effect, subject, in each case to the Enforceability Exceptions and (ii) will continue to be legal, valid, binding, enforceable, and in full force and effect on substantially similar terms following the Closing. No Target Company has any self-insurance or co-insurance programs. In the past three (3) years, no Target Company has received any written notice from, or on behalf of, any insurance carrier relating to or involving any adverse material change, notice of cancellation, termination or any change other than in the ordinary course of business, in the conditions of insurance, any refusal to issue an insurance policy or non-renewal of a policy.

 (b) Section 4.22(b) of the Company Disclosure Letter identifies each individual insurance claim in excess of $1,000,000 made by a Target Company in the past three (3) years. Each Target Company has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in a claim, except where such failure to report such a claim would not be reasonably likely to be material to the Target Companies, taken as a whole. To the Knowledge of the Company, no event has occurred, and no condition or circumstance exists, that would reasonably be expected to (with or without notice or lapse of time) give rise to or serve as a basis for the denial of any such insurance claim. No Target Company has made any claim against an insurance policy as to which the insurer has denied coverage.

 Section 4.23 Top Suppliers .

 (a) Section 4.23(a) of the Company Disclosure Letter lists as of the date of this Agreement, all suppliers or manufacturers of goods or services for the three months ended March 31, 2026 and the 12 months ended December 31, 2025 to which the Company made payments or accrued obligations in excess of $500,000 (the “ Top Suppliers ”). To the Knowledge of the Company as of the date hereof, no such Top Supplier has provided notice to the Target Companies (i) of its intention to cancel or otherwise terminate, or materially reduce, its relationship with the Target Companies, taken as a whole, or (ii) that any Target Company is in material breach of the terms of any Company Material Contract with any such Top Supplier.

 (b) Except as set forth on Section 4.23(b) of the Company Disclosure Letter, none of the Top Suppliers has, as of the date of this Agreement, notified any Target Companies in writing that it is in a material dispute with the Target Companies or their respective businesses.

 Section 4.24 Certain Business Practices .

 (a) No Target Company, nor any of their respective officers or directors, nor, to the Knowledge of the Company, any of their respective Representatives acting on their behalf, has, directly or indirectly, offered, given, paid, promised to give or pay, or authorized the giving or payment of anything of value to (i) an official or employee of a foreign or domestic Governmental Authority; (ii) a foreign or domestic political party or an official of a foreign or domestic political party; (iii) a candidate for foreign or domestic political office; or (iv) any Person, in any such case under circumstances where such Target Company or Representative thereof knew, or would have reasonably known after due and proper inquiry, that all or a portion of such thing of value would be offered, given, paid, or promised to an official or employee of a foreign or domestic Governmental Authority, a foreign or domestic political party, an official of a foreign or domestic political party, or a candidate for foreign or domestic political office for the purpose of influencing any act or decision of such official, employee, or candidate to obtain or retain business or direct business to any person (in each case in violation of any Anti-Bribery Laws). No Target Company, nor any of their respective officers and directors, nor, to the Knowledge of the Company, any of their respective Representatives acting on their behalf, has, directly or indirectly offered, given, paid, promised to give or pay, or authorized the giving or payment of anything of value to any customer, supplier, or other Person who is or may be in a position to assist or hinder any Target Company in connection with any actual or proposed transaction for the purpose of influencing any act or decision of such customer, supplier, or other Person to obtain or retain business or direct business to any person. No Target Company, nor any of their respective officers and directors, nor, to the Knowledge of the Company, any of their respective Representatives acting on their behalf, has, been subject to or conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority with respect to any alleged act or omission relating to any noncompliance with any Anti-Bribery Laws. No Target Company, nor any of their respective officers and directors, nor, to the Knowledge of the Company, any Representatives acting on their behalf has, received any written notice, request, or citation from any Governmental Authority for any actual or potential noncompliance with any Anti-Bribery Laws.

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 (b) The operations of each Target Company are and since April 24, 2019, have been conducted at all times in material compliance with any International Trade Laws and Sanctions Laws of any jurisdiction in which any Target Company operates, and no Legal Proceeding between the Target Company and any Governmental Authority with respect to any of the foregoing is pending or, to the Knowledge of the Company, threatened in writing.

 (c) No Target Company nor any of their respective directors or officers, or, to the Knowledge of the Company, any other Representative acting on behalf of a Target Company is or has been: (i) identified on any applicable sanctions-related list of designated or blocked persons (including without limitation the Specially Designated Nationals and Blocked Persons List (“ SDN List ”) maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“ OFAC ”)); (ii) located, organized, or resident in any country, region or territory that is the subject of comprehensive territorial sanctions administered by the United States and any other jurisdiction in which any Target Company operates (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine) (each a “ Sanctioned Jurisdiction ”); or (iii) owned, directly or indirectly, individually or in the aggregate, 50 percent or more or otherwise controlled by any of the foregoing.

 (d) The Target Companies have, since April 24, 2019, maintained in place and implemented risk-based controls and systems designed to promote compliance with economic sanctions administered and maintained by the U.S. government.

 (e) No Target Company has, since April 24, 2019, 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 a Sanctioned Jurisdiction or for the purpose of financing the activities (i) of any Person currently identified on any applicable sanctions-related list of designated or blocked persons maintained by OFAC, or (ii) in any other manner that would constitute a violation of any applicable U.S. sanctions administered by the U.S. government.

 Section 4.25 Investment Company Act . No Target Company is 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.

 Section 4.26 Finders and Brokers . Except as reflected on Section 4.26 of the Company Disclosure Letter, no broker, finder, investment banker or other Person is entitled to, nor will be entitled to, either directly or indirectly, any brokerage fee, finders’ fee or other similar commission, for which any Target Company would be liable in connection with the Transactions based upon arrangements made by any Target Company or any of their Affiliates.

 Section 4.27 Independent Investigation . The Target Companies have conducted their own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the HCAC and Merger Sub, and acknowledge that they have been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the HCAC and Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the HCAC and Merger Sub set forth in Agreement (including the related portions of the HCAC Disclosure Letter) and in any certificate delivered to the Company pursuant hereto; and (b) none of the HCAC, Merger Sub or any of their respective Representatives have made any representation or warranty as to the HCAC or Merger Sub or this Agreement, except as expressly set forth in this Agreement (including the related portions of the HCAC Disclosure Letter) or in any certificate delivered to the Company pursuant hereto.

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 Section 4.28 Information Supplied . None of the information supplied or to be supplied by, or on behalf of, the Target Companies expressly for inclusion or incorporation by reference in (i) any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority or stock exchange with respect to the Transactions or in the Proxy Statement/Registration Statement or (ii) any of the Signing Press Release, the Signing Filing, the Closing Press Release, the Closing Filing and any other press releases of prospectus filed under Rule 425 of the Securities Act in connection to the Transactions contains 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 at (a) the time such information is filed with or furnished to the SEC (provided, that if such information is revised by any subsequently filed amendment or supplement, this clause (a) shall solely refer to the time of such subsequent revision); (b) the time the Proxy Statement/Registration Statement is declared effective by the SEC; (c) the time the Proxy Statement/Registration Statement (or any amendment thereof or supplement thereto) is first mailed to the HCAC Shareholders; or (d) the time of the HCAC Shareholders’ Meeting. Notwithstanding the foregoing, the Target Companies make no representation, warranty or covenant with respect to any information supplied by or on behalf of the HCAC, Merger Sub or their respective Affiliates.

 Section 4.29 No Additional Representations or Warranties . Except as provided in this Article IV, none of the Target Companies nor any of their respective Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, stockholders or representatives has made, or is making, any representation or warranty whatsoever to HCAC, Merger Sub or their respective Affiliates or any other Person and no such party shall be liable in respect of the accuracy or completeness of any information provided to the HCAC, Merger Sub or their respective Affiliates or any other Person.

 Article
 V
 REPRESENTATIONS AND WARRANTIES OF THE HCAC AND MERGER SUB

 Except as set forth in (i) in any HCAC SEC Reports filed or submitted on or prior to the date hereof, or (ii) in the disclosure letter delivered by the HCAC to the Company (the “ HCAC Disclosure Letter ”) on the date of this Agreement, the HCAC and Merger Sub represent and warrant to the Company, as of the date hereof and as of the Closing, as follows.

 Section 5.01 Organization and Standing .

 (a) The HCAC is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. The HCAC has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The HCAC 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. The HCAC has heretofore made available to the Company accurate and complete copies of its Organizational Documents as currently in effect. The HCAC is not in violation of any provision of its Organizational Documents in any material respect.

 (b) Merger Sub is a corporation duly formed, validly existing and in good standing under the Laws of Delaware. Merger Sub has heretofore made available to the Company accurate and complete copies of its Organizational Documents as currently in effect. Merger Sub is not in violation of any provision of its Organizational Documents in any material respect.

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 Section 5.02 Authorization; Binding Agreement . Each of the HCAC and Merger Sub has all requisite power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the Transactions, subject to obtaining the HCAC 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 (a) have been duly and validly authorized by the boards of directors (or equivalent governing body) of the HCAC and Merger Sub, and (b) other than the HCAC Shareholder Approval, no other corporate proceedings on the part of the HCAC or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Transactions. This Agreement has been, and each Ancillary Document to which the HCAC or Merger Sub are a party shall be when delivered, duly and validly executed and delivered by the HCAC or Merger Sub, as applicable, 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 the HCAC or Merger Sub, as applicable, enforceable against the HCAC or Merger Sub, as applicable, in accordance with its terms, except to the extent that enforceability thereof may be lim…

EX-10.1 · hallchadwickacq_ex10-1.htm

EX-10.1
 3
 hallchadwickacq_ex10-1.htm
 EXHIBIT 10.1

 Exhibit 10.1

 Execution Version

 SPONSOR SUPPORT AGREEMENT

 This SPONSOR SUPPORT AGREEMENT (this “ Agreement ”) between Hall Chadwick Capital LLC, a Cayman Islands limited liability company (the “ Sponsor ”), Hall Chadwick Acquisition Corp, a Cayman Islands exempted company limited by shares, with registration number 421976 (“ Hall Chadwick ”), and REEcycle Holdings, Inc., a Delaware corporation (the “ Company ”) is dated May 31, 2026 (the “ Signing Date ”).

 BACKGROUND

 A. On the Signing Date, the Company, HCAC Star Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”), and Hall Chadwick are entering into a Business Combination Agreement (as amended, supplemented, restated or otherwise modified from time to time, the “ BCA ”), under which, as of the Effective Time, Merger Sub will merge with and into the Company (the “ Merger ”), with the Company surviving the Merger as a wholly owned subsidiary of Hall Chadwick. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the BCA;

 B. The Sponsor is currently the holder of record and the “beneficial owner” (within the meaning Rule 13d-3 under the Exchange Act) of 380,000 Hall Chadwick Class A Ordinary Shares and 7,883,293 shares of Hall Chadwick Class B Ordinary Shares (the “ Sponsor Shares ”) and 380,000 Cayman HCAC Rights (the “ Sponsor Rights ”); and

 C. As a condition and inducement to the willingness of Hall Chadwick and the Company to enter into the BCA and to complete the contemplated transactions, Hall Chadwick, the Company and the Sponsor are entering into this Agreement.

 D. In consideration of the foregoing and the mutual covenants and agreements set forth in this Agreement and the BCA, the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the Sponsor, Hall Chadwick and the Company agree as follows:

 AGREEMENT

 1. Voting Agreement . The Sponsor agrees that, at the Hall Chadwick Stockholders’ Meeting, at any other meeting of the stockholders of Hall Chadwick (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement) and in connection with any written consent of the stockholders of Hall Chadwick or in any circumstances upon which a vote, consent or other approval with respect to the BCA, the Merger or any other transactions contemplated by the BCA is sought, the Sponsor shall:

 a. when such meeting is held, appear at such meeting or otherwise cause the Sponsor Shares to be counted as present for the purpose of establishing a quorum;

 b. vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shares:

 i. in favor of the approval and adoption of the BCA and approval of the Merger and all other transactions contemplated by the BCA or, if there are insufficient votes in favor of granting the approval and adoption of the BCA, the Merger and other transactions contemplated by the BCA, in favor of the adjournment or postponement of such meeting of the stockholders of Hall Chadwick to a later date;

 ii. against any business combination agreement or business combination, merger agreement or merger (other than the BCA and the Merger), scheme of arrangement, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Hall Chadwick or any public offering of equity securities of Hall Chadwick; (iii) against any change in the business, management or board of directors of Hall Chadwick (other than in connection with

 the HCAC Shareholder Approval); (iv)
against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or
any other obligation or agreement of Hall Chadwick under the BCA or that would reasonably be expected to result in the failure of the
Merger from being consummated; and (v) in favor of each of the proposals and any other matters necessary or reasonably requested by Hall
Chadwick for consummation of the Merger and the other transactions contemplated by the BCA; and

 c. vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shares against

 i. any business combination proposal other than with the Company; (ii) any other proposal, action or agreement, including but not limited to, any amendment of the Organizational Documents of Hall Chadwick or any other proposal or transaction involving Hall Chadwick or any of its Subsidiaries, which amendment, proposal, transaction or action, in each case, would reasonably be expected to (x) impede, interfere with, delay, postpone or attempt to discourage, frustrate the purpose of, result in the termination or failure to consummate of, prevent or nullify any provision of, this Agreement, the BCA or any other obligation or agreement in connection with the BCA or any of the Transactions or adversely affect the Merger or any of the Transactions, or (y) result in a breach in any respect of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in this Agreement, the BCA or any other obligation or agreement in connection with the BCA or the Transactions; and (iii) change in any manner the voting rights of any class of Hall Chadwick’s share capital.

 2. Transfer of Shares . Except as otherwise contemplated by the BCA or this Agreement, the Sponsor agrees that it shall not, directly or indirectly, (a) sell, offer to sell, assign, transfer or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), create any lien or pledge, or otherwise encumber, hedge or utilize a derivative to transfer the economic interest in, or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to any of the foregoing, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, with respect to any of the Sponsor Shares to any Person other than pursuant to the Merger or otherwise agree to do any of the foregoing, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Sponsor Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, (c) deposit any Sponsor Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney that is inconsistent with this Agreement or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Sponsor Shares), or enter into any other agreement, with respect to any Sponsor Shares, (d) enter into any contract, option or other arrangement or undertaking requiring the direct acquisition or sale, assignment, transfer or other disposition of any Sponsor Shares, (e) publicly announce any intention to effect any transaction specified in clauses (a) through (d) (the actions specified in (a) through (d), collectively, a “ Transfer ”), (f) take any action that would make any representation or warranty of Sponsor in this Agreement untrue or incorrect, or have the effect of preventing or disabling Sponsor from performing its obligations, or (g) commit or agree to take any of the foregoing actions or take any other action or enter into any Contract that would reasonably be expected to make any of Sponsor’s representations or warranties contained in this Agreement untrue or incorrect or would have the effect of preventing or delaying Sponsor from performing any of its obligations. Any action attempted to be taken in violation of the preceding sentences will be null and void. Without limiting the foregoing, and for the avoidance of doubt, (x) the Sponsor may make Transfers of the Sponsor Shares (i) under this Agreement and (ii) upon the consent of the Company and Hall Chadwick, and (y) the Sponsor agrees to comply, during the term of this Agreement, with the provisions of section 8 of that certain letter agreement, dated November 20, 2025, by and among Hall Chadwick, Sponsor, and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “ Letter Agreement ”). Sponsor authorizes and requests Hall Chadwick or the Company to notify Hall Chadwick’s transfer agent that there is a stop transfer order with respect to all the Sponsor Shares (and that this Agreement places limits on the voting of the Sponsor Shares). Sponsor agrees with, and covenants to, Hall Chadwick and the Company that Sponsor shall not request that Hall Chadwick register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Sponsor Shares.

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 3. No Solicitation of Transactions . The Sponsor agrees not to directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing information) the submission of, or participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or negotiations regarding, or furnish to any Person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, a business combination proposal or other transaction in violation of the BCA. Sponsor shall, and shall cause its affiliates and representatives to, immediately cease any and all existing discussions or negotiations with any Person (other than with the Company, its stockholders and their respective affiliates and Representatives) conducted before the Signing Date with respect to, or which is reasonably likely to give rise to or result in, a business combination proposal. If the Sponsor receives any inquiry or proposal with respect to a business combination proposal, then Sponsor shall promptly (and in no event later than twenty-four (24) hours after the Sponsor becomes aware of such inquiry or proposal) notify such Person in writing that Hall Chadwick is subject to an exclusivity agreement with respect to the Merger that prohibits Sponsor from considering such inquiry or proposal.

 4. Certain Other Covenants of the Sponsor .

 a. Revoke Other Proxies . The Sponsor represents and warrants that any proxies previously given in respect of the Sponsor Shares that may still be in effect are not irrevocable, and such proxies have been or are revoked.

 b. Irrevocable Proxy . The Sponsor irrevocably grants to, and appoints, the Company and any individual designated in writing by the Company, and each of them individually, as the Sponsor’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Sponsor, to vote the Sponsor Shares, or grant a written consent or approval in respect of the Sponsor Shares in a manner consistent with this Section 4.b . The Sponsor understands and acknowledges that the Company and Hall Chadwick are entering into the BCA in reliance upon Sponsor’s execution and delivery of this Agreement. The Sponsor affirms that the irrevocable proxy set forth in this Section 4.b is given in connection with the execution of the BCA, and that such irrevocable proxy is given to secure the performance of the duties of the Sponsor under this Agreement. The Sponsor further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Sponsor ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue of this Agreement. SUCH IRREVOCABLE PROXY IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT OF THE CAYMAN ISLANDS (REVISED). The irrevocable proxy shall only terminate upon the termination of this Agreement.

 c. No Redemption . The Sponsor irrevocably and unconditionally agrees that, from the Signing Date and until the termination of this Agreement, the Sponsor shall not elect to cause Hall Chadwick to redeem any Sponsor Shares now or at any time legally or beneficially owned by Sponsor, or submit or surrender any of its Sponsor Shares for redemption, in connection with the Transactions or otherwise.

 d. New Shares . If (i) any securities of Hall Chadwick are issued or otherwise distributed to the Sponsor under any stock dividend or distribution, or any change in any of the shares of Hall Chadwick or other share capital of Hall Chadwick by reason of any stock split-up, recapitalization, combination, exchange of shares or the like (in all cases in respect of securities of Hall Chadwick), (ii) the Sponsor acquires legal or beneficial ownership of any shares of Hall Chadwick after the Signing Date, or (iii) the Sponsor acquires the right to vote or share in the voting of any share of Hall Chadwick after the Signing Date (together the “ New Securities ”), the term “Sponsor Shares” shall be deemed to refer to and include such New Securities (including all such stock dividends and distributions and any securities into which or for which any or all of the Sponsor Shares may be changed or exchanged into).

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 e. Binding Effect of BCA . Sponsor acknowledges that it has read the BCA and this Agreement and has had the opportunity to consult with its tax and legal advisors. The Sponsor shall be bound by and comply with Section 6.15 ( Public Announcements ) of the BCA (and any relevant definitions contained in any such Sections) as if Sponsor was an original signatory to the BCA with respect to such provisions.

 f. Waiver of
Anti-Dilution Provision . Sponsor hereby (but subject to the consummation of the Transactions) waives (for itself, for its successors,
heirs and assigns), to the fullest extent permitted by law and the memorandum and articles of association of the HCAC (as may be amended
from time to time, the “ Articles ”), any and all anti-dilution rights with respect to the rate that the Hall
Chadwick Class B Ordinary Shares held by the Sponsor convert into Hall Chadwick Class A Ordinary Shares in connection with the transactions
contemplated by the BCA. The waiver specified in this Section 4(f) shall be applicable only in connection with the Transactions
and the transactions contemplated by this Agreement (and any Hall Chadwick Class A Ordinary Shares, shares of Domesticated HCAC Common
Stock or equity-linked securities issued in connection with the Transactions and the transactions contemplated by this Agreement) and
shall be void and of no force and effect if the BCA shall be terminated for any reason.

 5. Representations and Warranties of the Sponsor . The Sponsor represents and warrants to Hall Chadwick and the Company as follows:

 a. The Sponsor (i) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted and contemplated to be conducted; (ii) Sponsor is duly licensed or qualified and in good standing (to the extent such concept is applicable in Sponsor’s jurisdiction of formation) as a foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing (to the extent such concept is applicable in Sponsor’s jurisdiction of formation), as applicable, except where the failure to be so licensed or qualified or in good standing would not have a material adverse effect on the ability of Sponsor to enter into and perform its obligations under this Agreement and to consummate the contemplated transactions; (iii) has all requisite corporate power and authority and has taken all corporate action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the contemplated transactions, and all corporate actions on the part of Sponsor necessary for the authorization, execution, and delivery of this Agreement and the performance of all its obligations (including any board approval) have been taken; (iv) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth in this Agreement, in each case, with respect to the Sponsor Shares, (v) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. This Agreement has been duly executed and delivered by the Sponsor and constitutes a valid and binding agreement of the Sponsor enforceable against the Sponsor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of the Sponsor.

 b. The Sponsor is the only record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Sponsor Shares, free and clear of Liens or any other liabilities or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Sponsor Shares (other than transfer restrictions under the Securities Act)), other than as created by this Agreement or Sponsor’s organizational documents or the organizational documents of Hall Chadwick (including, without limitation, any agreement between or among stockholders of Hall Chadwick). Sponsor does not own of record or beneficially any shares or warrants of Hall Chadwick other than the Sponsor Shares and the Sponsor Rights. Sponsor has the sole right to vote the Sponsor Shares, and none of the Sponsor Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Sponsor Shares, except as contemplated by this Agreement.

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 c. Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notifications, notices, submissions, applications, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Sponsor from, or to be given by the Sponsor to, or be made by the Sponsor with, any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance by the Sponsor of this Agreement, the consummation of the contemplated transactions or the Merger and the other transactions contemplated by the BCA.

 d. The execution, delivery and performance of this Agreement by the Sponsor does not, and the consummation of the contemplated transactions or the Merger and the other transactions contemplated by the BCA will not, constitute or result in (i) a breach or violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including the acceleration of any obligation of Sponsor) or cancellation under (A) any order, notice or other communication by any Governmental Authority, (B) the memorandum of association and the articles of association or similar governing documents of the Sponsor, (C) any applicable Law, (D) any Contract to which Sponsor is a party or by which its assets are bound, or (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Sponsor pursuant to any Contract binding upon the Sponsor or, assuming (solely with respect to performance of this Agreement and the contemplated transactions), compliance with the matters referred to in Section 1 , under any applicable Law to which the Sponsor is subject or (iii) any change in the rights or obligations of any party under any contract legally binding upon the Sponsor, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Sponsor’s ability to perform its obligations or to consummate the contemplated transactions, the consummation of the Merger or the other transactions contemplated by the BCA.

 e. As of the Signing Date, there is no action, proceeding or investigation pending against the Sponsor or, to the knowledge of the Sponsor, threatened against the Sponsor that questions the beneficial or record ownership of the Sponsor Shares, the validity of this Agreement or the performance by the Sponsor of its obligations under this Agreement.

 f. The Sponsor understands and acknowledges that each of Hall Chadwick and the Company is entering into the BCA in reliance upon the Sponsor’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of the Sponsor contained in this Agreement. Sponsor has received a copy of the BCA and is familiar with the provisions of the BCA. For the avoidance of doubt, by executing this Agreement, Sponsor consents to Hall Chadwick entering into the BCA.

 g. The Sponsor is a sophisticated shareholder and has adequate information concerning the business and financial condition of Hall Chadwick and the Company to make an informed decision regarding this Agreement and the transactions contemplated by the BCA and has independently and without reliance upon Hall Chadwick or the Company and based on such information as Sponsor has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Sponsor acknowledges that Hall Chadwick and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Sponsor acknowledges that the agreements contained in this Agreement with respect to the Sponsor Shares held by Sponsor are irrevocable.

 h. The Sponsor
understands that the securities that the Sponsor will receive in connection with the BCA and the Transactions, including the Domestication
and conversion of securities provided for upon the Merger, will be “restricted securities” under applicable U.S. federal
and state securities laws and that, pursuant to these laws, the Sponsor must hold such consideration indefinitely unless (i) such shares
are registered with the SEC and qualified by state authorities, or (ii) an exemption from such registration and qualification requirements
is available, and that any certificates or book entries representing the Domesticated HCAC Common Stock shall contain a legend to such
effect.

 i. No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the BCA based upon arrangements made by Sponsor for which Sponsor, Hall Chadwick or any of its Affiliates may become liable.

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 6. Termination of Sponsor Affiliate Arrangements . Each of the Sponsor and Hall Chadwick agree that each agreement as of the Effective Time between Hall Chadwick (or any of its subsidiaries), on the one hand, and Sponsor or any of Sponsor’s Affiliates (other than Hall Chadwick or any of Hall Chadwick’s subsidiaries), on the other hand (but excluding any agreements with respect to the indemnification of Hall Chadwick’s directors and officers (in each case, solely to the extent acting in his or her capacity as such and to the extent such activities are related to the business of Hall Chadwick and permitted by Law)) (such agreements, together, the “ Sponsor Affiliate Agreements ”) will be terminated effective as of the Effective Time, and shall be of no further force or effect, without any further action on the part of either of the Sponsor or the Company, and on and from the Effective Time neither Hall Chadwick, the Sponsor, nor any of their respective affiliates or subsidiaries shall have any further rights, duties, liabilities or obligations under any of the Sponsor Affiliate Agreements and each of Sponsor and Hall Chadwick (for and on behalf of its affiliates and subsidiaries) releases in full any and all related claims with effect on and from the Effective Time; provided, however, that any loans made by the Sponsor (or any of its Affiliates) to Hall Chadwick prior to the Effective Time, which shall be due and payable at the Effective Time unless converted at Sponsor’s option pursuant to their terms and the IPO Prospectus, shall not be deemed terminated by this provision, and shall remain outstanding until the repayment is made in conjunction with the Closing or the conversion occurs.

 7. Mutual Release .

 a. Sponsor Release . Sponsor, on its own behalf and on behalf of each of its Affiliates (other than Hall Chadwick or any of Hall Chadwick’s Subsidiaries) and each of its and their successors, assigns and executors (each, a “ Sponsor Releasor ”), effective as at the Effective Time, shall be deemed to have, and does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge the Company, Hall Chadwick, their respective subsidiaries (if any) and the Company’s Subsidiaries and its and their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “ Sponsor Releasee ”), from (i) any and all obligations or duties of the Company, Hall Chadwick or any of their respective Subsidiaries (if any) has prior to or as of the Effective Time to such Sponsor Releasor or (ii) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Sponsor Releasor has prior to or as of the Effective Time, against any Sponsor Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Effective Time (except in the event of fraud on the part of a Sponsor Releasee); provided, however, that nothing contained in this Section 7.a shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement; the BCA or other related agreements or the Organizational Documents of Hall Chadwick, including for any amounts owed pursuant to the terms set forth in this Agreement, (ii) for indemnification or contribution, in any Sponsor Releasor’s capacity as an officer or director of Hall Chadwick, (iii) arising under any then-existing insurance policy of Hall Chadwick, (iv) under a contract and/or Hall Chadwick policy, to reimbursements for reasonable and necessary business expenses incurred and documented before the Effective Time, (v) with respect to the payment of any board advisory fees, as disclosed in the HCAC SEC Reports, including any deferral; or (vi) for any claim for fraud.

 b. Company Release . Each of the Company, Hall Chadwick and their respective Subsidiaries (if any) and each of its and their successors, assigns and executors (each, a “ Company Releasor ”), effective as at the Effective Time, shall be deemed to have, and does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Sponsor and its respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “ Company Releasee ”), from (i) any and all obligations or duties such Company Releasee has prior to or as of the Effective Time to such Company Releasor, (ii) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Company Releasor has, may have or might have or may assert now or in the future, against any Company Releasee arising out of, based upon or resulting from any

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 Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Effective Time (except in the event of fraud on the part of a Company Releasee); provided, however, that nothing contained in this Section 7.b shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement or the Transaction Documents, or (ii) for any claim for fraud.

 8. Further Assurances . From time to time, at either Hall Chadwick’s or the Company’s request and without further consideration, the Sponsor shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or reasonably requested to effect the actions and consummate the transactions contemplated by this Agreement.

 9. Changes in Capital Shares . In the event of a share split, dividend or distribution, or any change in Hall Chadwick’s capital shares by reason of any share split, reverse share split, recapitalization, combination, reclassification, exchange of shares or the like, equitable adjustment shall be made to the provisions of this Agreement as may be required so that the intended rights, privileges, duties and obligations shall be given full effect.

 10. Amendment and Modification . This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed by the Sponsor, Hall Chadwick and the Company.

 11. Waiver . No failure or delay by any party exercising any right, power or privilege shall operate as a waiver nor shall any single or partial exercise preclude any other or further exercise or the exercise of any other right, power or privilege. The rights and remedies of the parties are cumulative and are not exclusive of any rights or remedies which they would otherwise have. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

 12. Notices . All notices and other communications shall be in writing and shall be deemed given if delivered personally, by email (with confirmation of receipt) or sent by a nationally recognized overnight courier service to the parties at the following addresses (or at such other address for a party as shall be specified by like notice made under this Section 12 ):

 if to Hall Chadwick, to:

 Hall Chadwick Acquisition Corp.

 1 North Bridge Road

 #18-06 High Street Centre

 Singapore

 Attention: Alex Bono

 Email:
Abono@hallchadwick.com

 with a copy to:

 Duane Morris LLP

 901 New York Avenue N.W., Suite 700 East

 Washington, DC 20001

 Attention: Andy Tucker

 Email:
ATucker@duanemorris.com

 if to the Sponsor, to:

 Hall Chadwick Capital Ltd

 1 North Bridge Road

 #18-06 High Street Centre

 Singapore

 Attention: Alex Bono

 Email:
Abono@hallchadwick.com

 7

 with a copy to:

 Duane Morris LLP

 901 New York Avenue N.W., Suite 700 East

 Washington, DC 20001

 Attention: Andy Tucker

 Email:
ATucker@duanemorris.com

 if to the Company, to:

 REEcycle Holdings, Inc.

 8310 Castleford St. Ste 320

 Houston, TX 77040

 Attention: Mick McMullen

 with a copy to:

 Perkins Coie LLP

 1155 Avenue of the Americas, 22nd Floor

 New York, NY 10036

 Attn: Elliott Smith; Eitan Hoenig

 Email: elliottsmith@perkinscoie.com;

 ehoenig@perkinscoie.com

 13. Entire Agreement . This Agreement, the Ancillary Documents, and the BCA, including and the documents or instruments referred to in the BCA, and any exhibits and schedules attached to the BCA, constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to this subject matter.

 14. No Third-Party Beneficiaries . The Sponsor agrees that its representations, warranties and covenants set forth in this Agreement are solely for the benefit of Hall Chadwick and the Company in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the parties any rights or remedies, including, without limitation, the right to rely upon the representations and warranties set forth in this Agreement, and the parties further agree that this Agreement may only be enforced against, and any action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against, the Persons expressly named as parties.

 15. Governing Law; Venue; WAIVER OF JURY TRIAL .

 a. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within the State of Delaware, without giving effect to any choice-of-law provisions that would compel the application of the substantive laws of any other jurisdiction.

 b. All legal actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties (x) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any party, and (y) agree not to commence any Action except in the courts described above in Delaware, other than with respect to any appellate court and other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described in this Agreement. Each of the parties further agrees that notice as provided in this Agreement shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Nothing in this Agreement will affect the right of any party

 8

 to this Agreement to serve process in any other manner permitted by Law. Each of the parties irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the contemplated transactions, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described in this Agreement for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment before judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts.

 c. EACH OF THE PARTIES WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS. EACH OF THE PARTIES (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15.c .

 16. Assignment; Successors . Neither this Agreement nor any of the rights, interests or obligations shall be assigned by any of the parties in whole or in part (whether by operation of Law or otherwise) without the prior written consent of the other party, and any such assignment without such consent shall be null and void. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

 17. Specific Performance . Each party acknowledges and agrees that the other parties would be irreparably harmed and would not have any adequate remedy at law if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each party agrees that the other parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such parties are entitled at law or in equity.

 18. Severability . If any provision of this Agreement or the application becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties.

 19. Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, it being understood that each party need not sign the same counterpart. This Agreement shall become effective when each party shall have received a counterpart signed by all of the other parties. Signatures delivered electronically or by facsimile shall be deemed to be original signatures.

 20. Termination . This Agreement shall terminate upon the earliest of (a) the Closing of the Merger (provided, however, that upon such termination, Section 7 shall survive in accordance with its terms), (b) the termination of the BCA in accordance with its terms, and (c) the time this Agreement is terminated upon the mutual written agreement of Hall Chadwick, the Company and the Sponsor.

 9

 The parties have executed this Agreement as of the Signing Date.

 HALL CHADWICK:

 HALL CHADWICK ACQUISITION CORP.

 By:

 Name:
 Alex Bono

 Title:
 Chief Executive Officer

 SPONSOR:

 HALL CHADWICK CAPITAL LLC

 By:

 Name:
 Alex Bono

 Title:
 Director

 [Signature Page to Sponsor Support Agreement]

 10

 The parties have executed this Agreement as of the Signing Date.

 THE COMPANY:

 REECYCLE HOLDINGS, INC.

 By:

 Name:
 Mick McMullen

 Title:
 Chairman

 [Signature Page to Sponsor Support Agreement]

 11

EX-10.2 · hallchadwickacq_ex10-2.htm

EX-10.2
 4
 hallchadwickacq_ex10-2.htm
 EXHIBIT 10.2

 COMPANY STOCKHOLDER SUPPORT AGREEMENT

 This Support Agreement (this
“ Agreement ”), dated as of May [●], 2026, is entered into by and among Hall Chadwick Acquisition Corp., a Delaware
corporation (“ HCAC ”) and certain of the stockholders (such stockholders, each, a “ Stockholder ” and
together, the “ Stockholders ”) of REEcycle Holdings, Inc., a Delaware corporation (the “ Company ”),
whose names appear on the signature pages of this Agreement.

 RECITALS

 WHEREAS, HCAC, HCAC Star Merger
Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HCAC (“ Merger Sub ”) and the Company have entered
into a Business Combination Agreement, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time
to time, the “ BCA ”; capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed
to them in the BCA), pursuant to which (and subject to the terms and conditions set forth therein) Merger Sub will merge with and into
the Company, with the Company surviving the merger (the “Merger”);

 WHEREAS, as of the date hereof,
each Stockholder is the record and “beneficial owner” (as such term is used herein, within the meaning of Rule 13d-3
under the Exchange Act) of, and is entitled to dispose of and vote, the number of shares of Company Common Stock set forth opposite such
Stockholder’s name on Exhibit A hereto (collectively, with respect to each Stockholder, such Stockholder’s “ Owned
Shares ”; and such Owned Shares, together with any additional Company Securities convertible into or exercisable or exchangeable
for Company Common Stock in which such Stockholder acquires record or beneficial ownership after the date hereof, including by purchase,
as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon
exercise or conversion of any securities, the “ Covered Shares ”); and

 WHEREAS, the Stockholders
are entering into this Agreement as a condition and inducement to the willingness of HCAC and Merger Sub to enter into the BCA.

 AGREEMENT

 NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, HCAC, Merger Sub
and each Stockholder hereby agree as follows:

 1. Agreement
to Vote . Subject to the earlier termination of this Agreement in accordance with Section 4 , each Stockholder, solely
in such Person’s capacity as a stockholder of the Company, irrevocably and unconditionally agrees to validly execute and deliver
to the Company in respect of all of the Stockholder’s Covered Shares, as promptly as practicable after the Registration Statement
becomes effective (and in any event within ten (10) Business Days after receiving notice from HCAC or the Company of such fact), the
written consent that will be solicited by the Company from the Stockholder pursuant to the BCA to obtain the Company Shareholder Approval.
In addition, prior to the Termination Date (as defined below), each Stockholder, in his, her or its capacity as a stockholder of the
Company, irrevocably and unconditionally agrees that, at any meeting of the stockholders of the Company (whether annual or special and
whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection
with any written consent of stockholders of the Company, such Stockholder shall:

 (a) when such meeting is held, appear at such meeting or otherwise cause such Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum;

 (b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by such Stockholder) in favor of (i) the adoption of the BCA and, as applicable, the approval of each applicable Ancillary Document, and the transactions contemplated thereby (including the Merger), and each other matter required (or reasonably requested by the Company or the HCAC) to be approved or adopted by the stockholders of the Company in order to effect the Merger and the other transactions contemplated by the BCA and the Ancillary Documents, and (ii) any proposal to adjourn such meeting at which there is a proposal for stockholders of the Company to adopt the BCA to a later date if there are not sufficient votes to adopt the BCA or if there are not sufficient Company Securities present in person or represented by proxy at such meeting to constitute a quorum; and

 (c) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Stockholder’s Covered Shares against (i) any Acquisition Proposal and (ii) any other action that would reasonably be expected to (A) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the BCA, (B) to the knowledge of such Stockholder, result in a material breach of any covenant, representation or warranty or other obligation or agreement of the Company under the BCA or (C) result in a material breach of any covenant, representation or warranty or other obligation or agreement of such Stockholder contained in this Agreement.

 The obligations of each Stockholder specified in this Section 1 shall apply whether or not the Merger or any action described above is recommended by the board of directors of the Company (the “ Company Board ”) or the Company Board has previously recommended the Merger but changed such recommendation.

 2. No Inconsistent Agreements . Each Stockholder hereby covenants and agrees that such Stockholder shall not, at any time prior to the Termination Date, (a) enter into any voting agreement or voting trust with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, (b) grant a proxy or power of attorney with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement or (c) enter into any Contract or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent him, her or it from satisfying, his, her or its obligations pursuant to this Agreement.

 3. Termination of Company Stockholder Agreements . Each Stockholder agrees to execute and deliver such agreement or instrument as may be necessary to cause to be terminated, as at the Effective Time, any voting agreement or voting trust, except for this Agreement, with respect to any of such Stockholder’s Covered Shares.

 4. Termination . This Agreement shall terminate upon the earliest of (a) the Effective Time, (b) the valid termination of the BCA in accordance with its terms, (c) with respect to each Stockholder, the mutual written agreement of HCAC, Company, and such Stockholder, and (d) with respect to each Stockholder, the election by such Stockholder in his, her or its sole discretion to terminate this Agreement following any amendment to, or waiver by the Company of Acquiror’s obligations under, the BCA without the prior written consent of such Stockholder (which consent shall not be unreasonably withheld, conditioned or delayed) that materially decreases or changes the form of the Aggregate Merger Consideration or Earnout Shares (the earliest of such date under clause (a), (b), and (c) being referred to herein as the “ Termination Date ”). In the

 2

 event of the termination of this Agreement pursuant to this Section 4 , this Agreement shall forthwith become void and have no further force or effect, without any Liability on the part of any party, other than for any willful breach of this Agreement occurring prior to such termination, except that the provisions of this Section 4 , and Sections 11 , 12 , 13 , 14 , 15 , 16 , 18 , 20 and 21 shall survive any termination of this Agreement and shall remain legal, valid, binding and enforceable obligations of the parties in accordance with their respective terms.

 5. Representations and Warranties of the Stockholders . Each Stockholder hereby represents and warrants (severally and not jointly as to himself, herself or itself only) to HCAC as follows:

 (a) As of the date hereof, such Stockholder owns exclusively of record (and is the sole beneficial owner of), and has good, valid and marketable title to, such Stockholder’s Owned Shares, free and clear of any Liens (other than as created by this Agreement, the Organizational Documents of the Company, or any applicable Laws). As of the date hereof, other than the Owned Shares and Company Options set forth opposite such Stockholder’s name on Exhibit A , such Stockholder does not own (of record or beneficially) any Company Securities convertible into shares of capital stock or other voting securities of the Company or any interest therein.

 (b) As of the date hereof, and except as provided in this Agreement, such Stockholder (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein with respect to such Stockholder’s Owned Shares, (ii) has not entered into any voting agreement or voting trust, and has no knowledge and is not aware of any such voting agreement or voting trust in effect, with respect to any of such Stockholder’s Owned Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Stockholder’s Owned Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any Contract or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent him, her or it from satisfying, his, her or its obligations pursuant to this Agreement and has no knowledge and is not aware of any such Contract or undertaking.

 (c) If such Stockholder is not an individual, such Stockholder (i) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver, and perform its obligations under, this Agreement, and to consummate the transactions contemplated hereby. If the Stockholder is an individual, he or she has all the requisite capacity to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and constitutes a legally valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with the terms hereof (except as enforceability may be limited by any Enforceability Exceptions).

 (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any Governmental Authority in connection with the execution, delivery and performance by such Stockholder of this Agreement, the consummation of the transactions contemplated hereby or the Merger or the other transactions contemplated by the BCA.

 3

 (e) The execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby and the Merger and the other transactions contemplated by the BCA, will not (i) if such Stockholder is not an individual, constitute or result in a breach or violation of, or a default under, the Organizational Documents of such Stockholder, (ii) with or without notice, lapse of time or both, constitute or result in a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, or the creation, modification or acceleration of any obligations under, any Contract binding upon such Stockholder, in each case in a manner that would reasonably be expected to prevent or materially delay or materially impair such Stockholder’s ability to perform his, her or its obligations hereunder or to consummate the transactions contemplated by this Agreement, the consummation of the Merger or any other transaction contemplated by the BCA, or (iii) conflict with or violate any Law to which such Stockholder is subject, (iv) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any Person, in each case the absence of which would reasonably be expected to prevent or materially delay or materially impair such Stockholder’s ability to perform his, her or its obligations hereunder or to consummate the transactions contemplated by this Agreement, the consummation of the Merger or any other transaction contemplated by the BCA, or (v) constitute or result in the creation of any Lien on such Stockholder’s Covered Shares, except for any Lien under applicable securities Laws or any Lien created by HCAC or its Affiliates.

 (f) As of the date hereof, (i) there are no Actions pending against such Stockholder or, to the knowledge of such Stockholder, threatened against such Stockholder and (ii) such Stockholder is not a party to or subject to the provisions of any Order, in each case in clauses (i) or (ii), that, in any manner, questions the beneficial or record ownership of such Stockholder’s Covered Shares or challenges or seeks to prevent, enjoin, impair, adversely affect or materially delay the performance by such Stockholder of his, her or its obligations under this Agreement.

 (g) Such Stockholder is a sophisticated
stockholder and has adequate information concerning the business and financial condition of HCAC and the Company to make an informed decision
regarding this Agreement and the other transactions contemplated by the BCA and has independently, based on such information as the Stockholder
has deemed appropriate and without reliance upon HCAC, the Company or any Affiliate of HCAC or the Company, made his, her or its own analysis
and decision to enter into this Agreement. Such Stockholder acknowledges that that he, she or it has had the opportunity to seek independent
legal advice prior to executing this Agreement. HCAC and the Company have not made and do not make any representation or warranty, whether
express or implied, of any kind or character to such Stockholder regarding the subject matter of this Agreement except as expressly set
forth in this Agreement. Such Stockholder acknowledges receipt and review of a copy of the BCA and that the agreements contained herein
with respect to the Covered Shares held by the Stockholder are irrevocable.

 (h) Such Stockholder understands
and acknowledges that HCAC is entering into the BCA in reliance upon such Stockholder’s execution and delivery of this Agreement
and the representations, warranties, covenants and other agreements of such Stockholder contained herein.

 (i) Except
as set forth in Section 4.26 of the Company Disclosure Letter, no investment banker, broker, finder or other intermediary is entitled
to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which HCAC or the Company is
or could be liable in connection with this Agreement or the BCA or any of the respective transactions contemplated hereby or thereby,
in each case based upon arrangements made by or on behalf of such Stockholder.

 4

 6. Certain Covenants of the Stockholders . Except in accordance with the terms of this Agreement, each Stockholder hereby covenants and agrees as follows:

 (a) No Solicitation . Prior to the termination of this Agreement, such Stockholder shall not, and shall cause his, her or its controlled Affiliates not to, and shall use reasonable best efforts to cause his, her or its and their respective Representatives not to, (i) initiate, solicit, enter into or continue discussions, negotiations or transactions with, or respond to any inquiries or proposals by, any Person with respect to, or provide any non-public information or data concerning the Company or any of the Company’s Subsidiaries to any Person relating to, an Acquisition Proposal (other than to inform such Person of such Stockholder’s obligations pursuant to this Section 6(a) ), (ii) enter into any acquisition agreement, business combination agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, (iv) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state for purposes of facilitating an Acquisition Proposal, (v) otherwise knowingly encourage or facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal or (vi) resolve or agree to do any of the foregoing. Such Stockholder also agrees that immediately following the execution of this Agreement he, she or it shall, and shall cause each of his, her or its controlled Affiliates to, and shall instruct his, her or its and their Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with an Acquisition Proposal or any inquiry or request for information that would reasonably be expected to lead to, or result in, an Acquisition Proposal.

 Notwithstanding anything in this Agreement to the contrary, (x) such Stockholder shall not be responsible for the actions of the Company or the Company Board (or any committee thereof), any Subsidiary of the Company, or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (collectively, the “ Company Related Parties ”), (y) such Stockholder makes no representations or warranties with respect to the actions of any of the Company Related Parties and (z) any breach by the Company of its obligations under Section 6.06 of the BCA shall not in itself be considered a breach of this Section 6(a) (it being understood that, for the avoidance of doubt, such Stockholder shall remain responsible for his, her or its breach of this Section 6(a) or any breach of this Section 6(a) by his, her or its Representatives (other than any such Representative that is acting in its capacity as a Company Related Party).

 (b) Restrictions on Transfers . Prior to the termination of this Agreement, such Stockholder shall not, directly or indirectly, Transfer (as such term is defined below) any of his, her or its Covered Shares, except (i) to an Affiliate of such Stockholder, (ii) by virtue of applicable law or such Stockholder’s organizational documents upon liquidation or dissolution of such Stockholder or (iii) in case such Stockholder is an individual, (A) to any member of such Stockholder’s immediate family (i.e., spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild), (B) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, (C) to a charity, charitable trust, or other charitable organization under Section 501(c)(3) of the Code, (D) upon the death of such Stockholder or (E) for bona fide estate planning purposes; provided in each case in clauses (i) through (iii) that such transferee signs a counterpart to this Agreement. As used herein, “ Transfer ” means (A) any sale, assignment, exchange, conveyance, pledge, hypothecation or other transfer or disposition, whether direct or indirect, whether or not for value, and whether or not by operation of law (including by merger, consolidation or otherwise), including any transfer of a Covered Share to a broker or other nominee (with or without a corresponding change in beneficial ownership) and any transfer of voting control of such Covered Share, or (B) entering into any Contract providing for any transaction contemplated by the preceding clause (A).

 7. Appraisal Rights; Other Actions . Each Stockholder (a) waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the Merger or any other transaction contemplated by the BCA that such Stockholder may have by virtue of ownership of the Covered Shares; and (b) except with respect to the enforcement of rights or remedies under the BCA or any Ancillary Document (including in connection with a breach of any provision thereof or

 5

 the termination thereof) agrees not to commence,
join in, facilitate, assist, encourage or participate in, and to take all actions necessary to opt out of any class in any class action
with respect to, any action or claim, derivative or otherwise, against HCAC, HCAC’s Affiliates, the HCAC’s directors or officers,
the Sponsor, the Company or any of their respective successors and assigns relating to the evaluation, negotiation, execution or delivery
of this Agreement, the BCA (including the Aggregate Merger Consideration) or the consummation of the transactions contemplated hereby
and thereby.

 8. Disclosure, Public Announcements .
Each Stockholder hereby authorizes the Company and HCAC to publish and disclose in any announcement, filing or disclosure required to
be made by any Governmental Authority or other applicable Law or the rules of any national securities exchange or as requested by the
SEC such Stockholder’s identity and ownership of the Covered Shares and the nature of such Stockholder’s obligations under
this Agreement; provided that, for the avoidance of doubt, such Stockholder’s identity shall not be included in a press release
or other public disclosure (other than a filing with the SEC) without such Stockholder’s prior written consent. Neither the Stockholder
nor any of his, her or its Affiliates shall issue any press release or make any other public announcement or public statement with respect
to this Agreement, the BCA or any of the transactions contemplated hereby or thereby (each, a “ Public Communication ”),
without the prior written consent of HCAC and the Company (which consent may be withheld in HCAC’s or the Company’s sole discretion),
except (a) as required by applicable Law or any Governmental Authority of competent jurisdiction (including pursuant to any court process),
in which case the Stockholder shall provide each of HCAC and the Company and their respective legal counsel with a reasonable opportunity
to review and comment on such Public Communication (solely with respect to such portions that relate to this Agreement, the BCA or the
transactions contemplated hereby or thereby) in advance of its issuance and shall give reasonable and good faith consideration to any
such comments or (b) with respect to a Public Communication that is consistent with prior disclosures by HCAC and the Company; provided
that the foregoing shall not apply to any disclosure required to be made by such Stockholder to a Governmental Authority so long as such
disclosure is consistent with the terms of this Agreement and the BCA and the disclosures made by the Company and HCAC pursuant to the
terms of the BCA.

 9. Changes in Capital Stock .
In the event (a) of any change in the Company’s capital stock by reason of any split-up, reverse stock split, recapitalization,
combination, reclassification, exchange of shares or the like that results in a change in the number of shares of Company Common Stock
held by each Stockholder, (b) any Stockholder purchases or otherwise acquires beneficial ownership of any shares of Company Common Stock
or (c) any Stockholder acquires the right to vote or share in the voting of any shares of Company Common Stock, the terms “ Owned
Shares ” and “ Covered Shares ” shall be deemed to refer to and include such shares of Company Common Stock
as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares of Company
Common Stock may be changed or exchanged or which are received in such transaction.

 10. Amendment
and Modification . This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise,
except by an instrument in writing signed by HCAC and the applicable Stockholder.

 11. Waiver . No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the parties hereto hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party hereto to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

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 12. Notices . All notices and other communications under this Agreement between or among the parties shall be in writing and shall be deemed to have been duly given, delivered and received (a) when delivered in person, (b) when delivered after posting in the U.S. mail, having been sent registered or certified mail, return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service or (d) when delivered by email ( provided that, if receipt has not been confirmed (excluding any automated reply, such as an out-of-office notification) then a copy shall be dispatched in the manner described in the preceding clause (c) no later than 24 hours after such delivery by email), addressed as follows:

 If to HCAC, to:

 Hall Chadwick Acquisition Corp

 1 North Bridge Road

 #18-06 High Street Centre

 Singapore

 Attn: Alex Bono

 E-mail: Abono@hallchadwick.com

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

 Duane Morris LLP

 901 New York Avenue N.W., Suite 700 East

 Washington, DC 20001-4795

 Attn: Andy Tucker

 E-mail: ATucker@duanemorris.com

 If to a Stockholder, to the address or email address set forth on such Stockholder’s signature page hereto,

 or to such other address(es) or email address(es) as the Parties may from time to time designate in writing. Copies delivered solely to outside counsel shall not constitute notice.

 13. No Ownership Interest .
Nothing contained in this Agreement shall be deemed to vest in HCAC any direct or indirect ownership of or with respect to the Covered
Shares of a Stockholder. All rights, ownership and economic benefits of and relating to the Covered Shares of a Stockholder shall remain
vested in and belonging to such Stockholder in the voting or disposition of any such Stockholder’s Covered Shares except as otherwise
provided herein.

 14. Entire Agreement .
This Agreement and the BCA constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral,
between the parties hereto with respect to the subject matter hereof and thereof. This Agreement shall not be effective or binding upon
the Stockholder until after such time as the BCA is executed and delivered by the Company, HCAC and Merger Sub.

 15. No Third-Party Beneficiaries .
Each Stockholder hereby agrees that his, her or its representations, warranties and covenants set forth herein are solely for the benefit
of HCAC in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon
any Person, other than the parties hereto, any rights or remedies hereunder, including the right to rely upon the representations and
warranties set forth herein, and the parties hereto hereby further agree that this Agreement may only be enforced against, and any Action
that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only
be made against, the Persons expressly named as parties hereto; provided that the Company shall be an express third party beneficiary
with respect to Section 5 and Section 6(b) .

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 16. Governing Law and Venue; Service of Process; Waiver of Jury Trial .

 (a) This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby (whether based on contract, tort, equity or otherwise), shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws (whether of the State of Delaware or of any other jurisdiction) to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

 (b) Any Action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such Action, (ii) waives any objection he, she or it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, (iii) agrees that all claims in respect of such Action shall be heard and determined only in any such court and (iv) agrees not to bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law, or to commence Actions or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 16 .

 (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

 17. Assignment; Successors .
Neither this Agreement nor any of the rights, interests or obligations hereunder shall (a) be assigned by any of the Stockholders in
whole or in part (whether by operation of Law or otherwise) without the prior written consent of HCAC or (b) be assigned by HCAC in whole
or in part (whether by operation of Law or otherwise) without the prior written consent of the applicable Stockholder. Any such assignment
without such consent shall be null and void. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the
parties hereto and their respective heirs, successors and permitted assigns.

 18. Enforcement . The rights and remedies of the parties shall be cumulative with and not exclusive of any other remedy conferred hereby. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to specific enforcement of the terms and provisions of this Agreement, in addition to any other remedy to which any party is entitled at law or in equity. In the event that any Action shall be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that there is an adequate remedy at law, and each party hereby waives any requirement for the securing or posting of any bond in connection therewith.

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 19. Grant of Irrevocable
Proxy . Each Stockholder hereby irrevocably grants and appoints HCAC and any designee of HCAC, and each of them individually, as his,
her or its proxy and attorney-in-fact, with full power of substitution and resubstitution, to the fullest extent of such Stockholder’s
rights with respect to the Covered Shares, effective as of the date hereof and continuing until the termination of this Agreement pursuant
to Section 4 (the “ Voting Period ”), to vote (or execute written consents, if applicable) with respect
to the Covered Shares as required pursuant to, and for the sole purposes of voting in accordance with, and solely with respect to the
matters set forth in, Section 1 , in each case to the same extent and with the same effect as such Stockholder might or could
do under applicable Law. The proxy granted by each Stockholder hereunder shall be irrevocable during the Voting Period, shall be deemed
to be coupled with an interest sufficient in Law to support an irrevocable proxy, and each Stockholder (a) will take such further action
or execute such other instruments as may be necessary to effectuate the intent of this proxy and (b) hereby revokes any proxy previously
granted by such Stockholder with respect to any Covered Shares (but only with respect to the matters set forth in Section 1
and only during the Voting Period). The power of attorney granted by each Stockholder hereunder is a durable power of attorney and shall
survive the bankruptcy or dissolution of such Stockholder. Other than as provided in this Section 19 , during the Voting Period,
no Stockholder shall directly or indirectly grant any Person any proxy (revocable or irrevocable), power of attorney or other authorization
with respect to any of such Stockholder’s Covered Shares in connection with the matters set forth in Section 1 .

 20. Severability . Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid and enforceable under applicable Law, but, if any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. If any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, the parties shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties.

 21. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement.

 22. Directors and Officers . Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit or restrict any Stockholder, or a designee of such Stockholder, who is a director or officer of the Company from acting in such capacity or fulfilling the obligations of such office, including by voting, in his or her capacity as a director of the Company, in the Stockholder’s, or his, her or its designee’s, sole discretion on any matter (it being understood that this Agreement shall apply to the Stockholder solely in the Stockholder’s capacity as a holder of the Covered Shares). In this regard, the Stockholder shall not be deemed to make any agreement or understanding in this Agreement in the Stockholder’s capacity as a director or officer of the Company.

 [ The remainder of this page is intentionally left blank .]

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

 HALL CHADWICK ACQUISITION CORP.

 By:

 Name:
 [●]

 Title:
 [●]

 [Signature Page to Company Stockholder Support
Agreement]

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 STOCKHOLDER

 Name of Stockholder:

 [●]

 Signature:

 If signed on behalf of an entity, include the following:

 Name:

 Title:

 In all cases, include the following:

 Address for Notice:

 [●]

 Email for Notice:

 [●]

 [Signature Page to Company Stockholder Support
Agreement]

 11