EX-2.1

EX-2.1 2 d809238dex21.htm EX-2.1 EX-2.1

Exhibit 2.1

SECOND AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT

This Second Amendment to the Business Combination Agreement (this “Amendment” or the “Second Amendment”) is entered into as of March 10, 2024, by and among OpSec Holdings, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (“Pubco”), Orca Holdings Limited, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (the “Company”), Investcorp Technology Secondary Fund 2018, L.P., a Cayman Islands exempted limited partnership (“ITSF”), Mill Reef Capital Fund SCS, a limited partnership (société en commandite simple) organized under the laws of Luxembourg (“Mill Reef”, and together with ITSF, the “Company Shareholders”), and Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company incorporated with limited liability, with registered number 373300 and whose registered office is at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands (“SPAC”, together with Pubco, the Company and the Company Shareholders, collectively, the “Parties” and individually a “Party”).

RECITALS

WHEREAS, the Parties entered into that certain Business Combination Agreement, dated as of April 25, 2023 (the “Original Business Combination Agreement”), by and among the Parties, Opal Merger Sub I, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands, and wholly-owned Subsidiary of Pubco, Opal Merger Sub II, a Cayman Islands exempted company incorporated with limited liability and having its registered office at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands, and wholly-owned Subsidiary of Pubco, Orca Midco Limited, a private limited company incorporated under the Laws of England and Wales having its registered office at 40 Phoenix Road, Washington, Tyne & Wear, United Kingdom, NE38 0AD (“Orca Midco”), and Orca Bidco Limited, a private limited company incorporated under the Laws of England and Wales and a Subsidiary of the Company (“Orca”), as amended by that certain First Amendment to the Business Combination Agreement, dated as of December 14, 2023 (the “First Amendment” and, the Original Business Combination Agreement, as amended by the First Amendment, the “Business Combination Agreement”);

WHEREAS, capitalized terms used but not defined herein shall have the meanings assigned to them in the Business Combination Agreement;

WHEREAS, concurrently with the execution and delivery of this Amendment, Orca Midco is entering into that certain Stock Purchase Agreement (the “Divestiture Agreement”) with CA-MC Acquisition UK Ltd., a private limited company incorporated under the laws of England and Wales (the “Divestiture Buyer”), pursuant to which Orca Midco has agreed to sell, and the Divestiture Buyer has agreed to purchase, the Equity Securities of Orca (together with, after giving effect to the Pre-Divestiture Reorganization (as defined below), its Subsidiaries, the “Divested Companies”), upon the terms and subject to the conditions set forth in the Divestiture Agreement (the “Divestiture”);

WHEREAS, among other things, the Divestiture Agreement provides for the disbursement of the Purchase Price as contemplated by this Amendment, and SPAC is a third-party beneficiary of the Divestiture Agreement;

WHEREAS, pursuant to Section 14.7 of the Business Combination Agreement, the Business Combination Agreement may be amended, supplemented or modified only by execution of a written instrument signed by the Parties; and

WHEREAS, the Parties desire to amend the Business Combination Agreement as set forth below in accordance with Section 14.7 of the Business Combination Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective agreements set forth in this Amendment and intending to be legally bound hereby, the Parties agree as follows:

1. Amendment to Section 3.8. Section 3.8 of the Business Combination Agreement is hereby replaced in its entirety with the following:

“3.8 Reclassification of Original SPAC Class B Share. Immediately after the Second Merger Effective Time, the Original SPAC Class B Share transferred to Pubco under Section 3.7 shall be converted into a SPAC Class A Share in accordance with SPAC’s Organizational Documents.”.

2. Amendment to Article VII. The lead-in to Article VII of the Business Combination Agreement is hereby replaced in its entirety with the following:

“Except as set forth in (a) the disclosure schedules delivered by the Target Companies to SPAC on the date hereof or (b) the supplement thereto delivered by the Target Companies (which for these purposes shall not include the Divested Companies) to SPAC within 14 days of the execution of the Second Amendment (the “Disclosure Schedules Supplement”, and collectively, the “Target Companies Disclosure Schedules”), and subject to the terms, conditions and limitations set forth in this Agreement, the Company, Orca Midco and Orca hereby represent and warrant to the other Parties, as follows:”.

3. Amendment to Section 7.7. The first sentence of Section 7.7 of the Business Combination Agreement is hereby amended by adding the words “, the Divestiture Agreement or the Reorganization Documents” immediately following the words “the negotiation and execution of the Zacco Acquisition Agreement”.

4. Amendments to Section 7.11(a). The following amendments are hereby made to Section 7.11(a) of the Business Combination Agreement:

(a)

The first sentence is hereby replaced in its entirety with the following:

“Section 7.11(a) of the Target Companies Disclosure Schedules sets forth a true, correct and complete list of, and the Company has made available to SPAC (including written summaries of oral Contracts), true, correct and complete copies of, (x) each Contract to which any Target Company is a party or by which any Target Company is bound, in each case, as of the date hereof, and (y) each Contract to which Zacco and any of its Subsidiaries (collectively, the “Zacco Companies”) is a party or by which any Zacco Company is bound, in each case, as of the date of the Second Amendment (each Contract required to be set forth on Section 7.11(a) of the Target Companies Disclosure Schedules, a “Company Material Contract”) that:”.

(b)

Clause (ix) is hereby replaced in its entirety with the following:

“(ix) by its terms, individually or with all related Contracts, calls for aggregate payments to or receipts by (A) the Target Companies (other than the Zacco Companies) under such Contract or Contracts of at least $750,000 per year or (B) the Zacco Companies of at least $500,000 per year;”.

(c)

Clause (x) is hereby replaced in its entirety with the following:

“(x) contains licenses, sublicenses and other agreements or permissions, under which a Target Company is a licensee or otherwise is authorized to use or practice any Intellectual Property of a third party, excluding (A) Immaterial Licenses, (B) licenses for Open Source Materials and (C) “shrink wrap,” “click wrap,” and “off the shelf” Software licenses and other agreements for Software (or the provision of Software-enabled services) that is not included in or linked (in a technical sense) to any Company Products or any Company Software and is commercially available to the public generally with license, maintenance, support and other fees of less than (1) with respect to the Target Companies (other than the Zacco Companies), $500,000 per year, or (2) with respect to the Zacco Companies, $350,000 per year (“Material Inbound Licenses”);”.

(d)

Clause (xiv) is hereby replaced in its entirety with the following:

“(xiv) obligates (A) the Target Companies (other than the Zacco Companies) to provide continuing indemnification or a guarantee of obligations of a third party after the date hereof in excess of $500,000, or (B) the Zacco Companies to provide continuing indemnification or a guarantee of obligations of a third party after the date of the Second Amendment in excess of $350,000;”.

(e)

Clause (xvi) is hereby replaced in its entirety with the following:

“(xvi) obligates (A) the Target Companies (other than the Zacco Companies) to make any capital commitment or expenditure with a remaining outstanding commitment in excess of $500,000, or (B) the Zacco Companies to make any capital commitment or expenditure with a remaining outstanding commitment in excess of $350,000 (including, in each case, pursuant to any joint venture);”.

(f)

Clause (xvii) is hereby replaced in its entirety with the following:

“(xvii) relates to a settlement of any Action entered into within two years prior to (A) the date of this Agreement or under which any Target Company has outstanding obligations in excess of $500,000, or (B) the date of the Second Amendment or under which any Zacco Company has outstanding obligations in excess of $350,000 (other than, in each case, customary confidentiality or non-disparagement obligations);”.

(g)

Clause (xx) is hereby replaced in its entirety with the following:

“(xx) is (A) the Zacco Acquisition Agreement or (B) the Divestiture Agreement and any Contracts related thereto, including, following the execution thereof, the Divestiture Proceeds Escrow Agreement and the Divestiture TSA.”.

5. Amendments to Section 7.12. The following amendments are hereby made to Section 7.12 of the Business Combination Agreement:

(a)

Section 7.12(a) is hereby replaced in its entirety with the following:

“(a) Section 7.12(a)(i) of the Target Companies Disclosure Schedules sets forth, (x) as of the date hereof, a list of all registered and applied for Intellectual Property owned (or purported to be owned) by a Target Company, and (y) as of the date of the Second Amendment, a list of all registered and applied for Intellectual Property owned (or purported to be owned) by a Zacco Company (collectively, “Company Registered IP”), specifying as to each item, as applicable: (i) the title of the item, if applicable, (ii) the owner of the item, (iii) the jurisdictions in which the item is issued or registered or in which an application for issuance or registration has been filed, and (iv) the issuance, registration or application numbers and dates. Section 7.12(a)(ii) of the Target Companies Disclosure Schedules sets forth, (A) as of the date hereof, a list of all material unregistered Intellectual Property owned (or purported to be owned) by a Target Company, and (B) as of the date of the Second Amendment, a list of all material unregistered Intellectual Property owned (or purported to be owned) by a Zacco Company. Except as set forth on Section 7.12(a)(ii) of the Target Companies Disclosure Schedules, (1) the Target Companies (other than the Zacco Companies) solely and exclusively own all Company Owned IP that is material to any Target Company (other than a Zacco Company), free and clear of all Liens (other than Permitted Liens), without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect to such Company Owned IP, except for fees and costs

payable to file, apply for, register, patent or maintain Company Registered IP, and (2) the Zacco Companies solely and exclusively own all Company Owned IP that is material to any Zacco Company, free and clear of all Liens (other than Permitted Liens), without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect to such Company Owned IP, except for fees and costs payable to file, apply for, register, patent or maintain Company Registered IP. All Company Registered IP is subsisting and, to the Knowledge of the Company, valid and enforceable (and there have been no acts or omissions that to the Knowledge of the Company would prejudice the enforcement by the Target Companies, including acquiescence by any Target Company in any unauthorized use by third parties).”.

(b)

Section 7.12(b) is hereby replaced in its entirety with the following:

“(b) (i) The Target Companies either own, or have valid licenses to use, all material Intellectual Property required to carry on the business of the Target Companies in the same manner as carried on it the twelve months prior to this Agreement, and (ii) the Zacco Companies either own, or have valid licenses to use, all material Intellectual Property required to carry on the business of the Zacco Companies in the same manner as carried on it the twelve months prior to the Second Amendment (collectively, the “Business Intellectual Property”) and such ownership and license shall survive unchanged following the consummation of the Transactions (and, solely with respect to such ownership and license by the Zacco Companies, shall survive unchanged following the consummation of the Divestiture Closing); provided, that this Section 7.12(b), shall not constitute a representation regarding non-infringement of Intellectual Property rights of any third party.”.

6. Amendment to Section 7.17. Section 7.17 of the Business Combination Agreement is hereby amended by adding the following as a new third sentence thereof:

“As of the date of the Second Amendment, the assets (including Intellectual Property rights and contractual rights) of the Zacco Companies, taken together, are in all material respects adequate and sufficient for the operation of the business by the Zacco Companies as currently conducted, and from and immediately after the Divestiture Closing, the assets (including Intellectual Property rights and contractual rights) of the Zacco Companies, taken together, will be in all material respects adequate and sufficient for the operation of the business by the Zacco Companies as currently conducted.”.

7. Amendment to Section 7.25. Section 7.25 of the Business Combination Agreement is hereby replaced in its entirety with the following:

“7.25 Customers and Suppliers.

(a) Section 7.25(a) of the Target Companies Disclosure Schedules sets forth (i) as of the date of this Agreement, the top 10 suppliers based on the aggregate Dollar value of the Target Companies’ transaction volume with such counterparty during the trailing twelve months for the period ending March 31, 2023 (the “Target Company Top Suppliers”), and (ii) as of the date of the Second Amendment, the top 10 suppliers based on the aggregate Dollar value of the Zacco Companies’ transaction volume with such counterparty during the trailing twelve months for the period ending December 31, 2023 (the “Zacco Company Top Suppliers” and, together with the Target Company Top Suppliers, the “Top Suppliers”).

(b) Section 7.25(b) of the Target Companies Disclosure Schedules sets forth (i) as of the date of this Agreement, the top 10 customers based on the aggregate Dollar value of the Target Companies’ transaction volume with such counterparty during the trailing twelve months for the period ending March 31, 2023 (the “Target Company Top Customers”), and (ii) as of the date of the Second Amendment, the top 10 customers based on the aggregate Dollar value of the Zacco Companies’ transaction volume with such counterparty during the trailing twelve months for the period ending December 31, 2023 (the “Zacco Company Top Customers” and, together with the Target Company Top Customers, the “Top Suppliers”) .”

(c) Except as set forth on Section 7.25(c) of the Target Companies Disclosure Schedules, none of the Target Company Top Suppliers or the Target Company Top Customers has, as of the date of this Agreement, informed in writing any of the Target Companies, or, to the Knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with a Target Company (other than due to the expiration of an existing contractual arrangement), and to the Knowledge of the Company, none of the Target Company Top Suppliers or the Target Company Top Customers is, as of the date of this Agreement, threatening a material dispute against a Target Company or its respective business.

(d) Except as set forth on Section 7.25(d) of the Target Companies Disclosure Schedules, none of the Zacco Company Top Suppliers or the Zacco Company Top Customers has, as of the date of the Second Amendment, informed in writing any of the Zacco Companies, or, to the Knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with a Zacco Company (other than due to the expiration of an existing contractual arrangement), and to the Knowledge of the Company, none of the Zacco Company Top Suppliers or the Zacco Company Top Customers is, as of the date of the Second Amendment, threatening a material dispute against a Zacco Company or its respective business.”.

8. Amendments to Section 9.2(b). The following amendments are hereby made to Section 9.2(b) of the Business Combination Agreement:

(a)

Clause (iv) is hereby replaced in its entirety with the following:

“(iv) (A) incur, create, assume or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of (1) with respect to the Target Companies other than the Zacco Companies, $4,000,000 individually or $8,000,000 in the aggregate, or (2) with respect to Zacco Companies, $3,000,000 individually or $6,000,000 in the aggregate, (B) make a loan or advance to or investment in any third party or (C) guarantee or endorse any Indebtedness, Liability or obligation of any Person in excess of (1) with respect to the Target Companies other than the Zacco Companies, $4,000,000 individually or $8,000,000 in the aggregate, or (2) with respect to the Zacco Companies, $3,000,000 individually or $6,000,000 in the aggregate;”.

(b)

Clause (xi) is hereby replaced in its entirety with the following:

“(xi) establish any Subsidiary or enter into any material new line of business that requires capital investment exceeding (A) with respect to the Target Companies other than the Zacco Companies, $5,000,000, or (B) with respect to the Zacco Companies, $4,000,000;”.

(c)

Clause (xiv) is hereby replaced in its entirety with the following:

“(xiv) waive, release, assign, settle or compromise any claim or Action (including any Action relating to this Agreement or the Transactions), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, such Party or its Affiliates) not in excess of (A) with respect to the Target Companies other than the Zacco Companies, $1,000,000, or (B) with respect to the Zacco Companies, $750,000 (in each case, individually or in the aggregate), or otherwise pay, discharge or satisfy any Liabilities or obligations, unless such amount has been reserved in the Company Financial Statements or the Audited Zacco Financials, as applicable;”.

(d)

Clause (xvii) is hereby replaced in its entirety with the following:

“(xvii) make any capital expenditures in excess of (A) with respect to the Target Companies other than the Zacco Companies, $1,000,000 individually for any project (or set of related projects) or $5,000,000 in the aggregate, or (B) with respect to the Zacco Companies, $750,000 individually for any project (or set of related projects) or $4,000,000 in the aggregate, other than in respect of any capitalized software development capital expenditure that does not exceed 20% of the Target Companies’ current budget or 20% of the Zacco Companies’ current budget, respectively, a copy of which has been provided to SPAC prior to the date of this Agreement or the date of the Second Amendment, as applicable;”.

(e)

Clause (xx) is hereby replaced in its entirety with the following:

“(xx) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of (A) with respect to the Target Companies other than the Zacco Companies, $500,000 individually or $2,000,000 in the aggregate, or (B) with respect to the Zacco Companies, $350,000 individually or $1,500,000 in the aggregate, in each case, other than pursuant to the terms of a Company Material Contract or other Contract not required to be disclosed as a Company Material Contract in existence as of the date of this Agreement or the date of the Second Amendment, as applicable, or entered into in the ordinary course of business or in accordance with the terms of this Section 9.2 during the Interim Period, or pursuant to a Company Benefit Plan, in each case other than in the ordinary course of business of the Company;”.

9. Amendment to Section 9.2. Section 9.2 of the Business Combination Agreement is hereby amended by adding the following as a new clause (d):

“(d) Without limiting Sections 9.2(a) and 9.2(b), during the Interim Period, without the prior written consent of SPAC, Orca Midco shall not, and the Company shall cause Orca Midco not to, amend, modify, supplement or waive any of the provisions of (i) the Divestiture Agreement, or (ii) following the execution thereof, the Divestiture Proceeds Escrow Agreement or the Divestiture TSA (other than solely to correct typographical errors).”.

10. Amendment to Section 9.5. Section 9.5 of the Business Combination Agreement is hereby amended by adding the following as a new clause (vi):

“(vi) completion or performance of any obligation expressly required by the terms of the Divestiture Agreement or the Reorganization Documents.”.

11. Amendment to Section 9.7(b). Section 9.7(b) of the Business Combination Agreement is hereby replaced in its entirety with the following:

“(b) (i) As soon as reasonably practicable following the date of this Agreement, the Company shall deliver to Pubco and SPAC (A) a true and complete copy of the audited consolidated statement of financial positions and statements of comprehensive income, changes in equity and cash flows (including any related notes thereto) of Zacco for the fiscal year ended of as of December 31, 2022, audited by KPMG (or such other internationally recognized audit firm as is reasonably acceptable to SPAC) (the “2022 Audited Zacco Financial Statements”), and (ii) as soon as reasonably practicable following the date of the Second Amendment, the Company shall deliver to Pubco and SPAC (A) a true and complete copy of the audited consolidated statement of financial positions and statements of comprehensive income, changes in equity and cash flows (including any related notes thereto) of Zacco for the fiscal year ended of as of December 31, 2023, audited by KPMG (or such other internationally recognized audit firm as is reasonably acceptable to SPAC) (the “2023 Audited Zacco Financial Statements”) and (B) such pro forma consolidated financial statements of the Company, taking into account the Zacco Acquisition and the Divestiture, or as may otherwise be required to be included in the Registration Statement pursuant to applicable Law (the “Pro Forma Zacco Financial Statements” and together with the 2022 Audited Zacco Financial Statements and the 2023 Audited Zacco Financial Statements, the “Updated Zacco Financial Statements”).”.

12. Amendments to Section 9.15. The following amendments are hereby made to Section 9.15 of the Business Combination Agreement:

(a)

Clause (d) is hereby replaced in its entirety with the following:

“(d) SPAC, the Company, the Company Shareholders, the Merger Subs and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of SPAC, Pubco, Merger Sub I, Merger Sub II, the Company Shareholders and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, the Merger Subs, SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC, the Company, the Company Shareholders, the Merger Subs and Pubco shall amend or supplement the Registration Statement and Pubco shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPAC’s Organizational Documents.”.

(b)

Clause (e) is hereby replaced in its entirety with the following:

“(e) SPAC, the Company, the Company Shareholders, the Merger Subs and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use reasonable best efforts to cause the Registration Statement to “clear” comments from the SEC and become effective.”.

(c)

Clause (g) is hereby replaced in its entirety with the following:

“(g) SPAC, the Company, the Company Shareholders, the Merger Subs and Pubco shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.”.

13. Amendment to Section 9.29. The first sentence of Section 9.29 of the Business Combination Agreement is hereby replaced in its entirety with the following:

“From and after the date of the Second Amendment, SPAC shall use, and shall cause its Affiliates to use, commercially reasonable efforts to obtain the approval of the SPAC Shareholders to approve extension of the period of time that SPAC is afforded under its Organizational Documents and the IPO Prospectus to consummate an initial business combination (the “SPAC Business Combination Deadline”) to December 17, 2024.”.

14. Amendment to Article IX. Article IX of the Business Combination Agreement is hereby amended to add the following as new Sections 9.31, 9.32, 9.33 and 9.34:

“9.31 Divestiture Proceeds.

(a) If the Divestiture Closing occurs prior to the Second Merger Closing, then concurrently with the Divestiture Closing, Orca Midco shall cause the Purchase Price to be deposited into a third-party escrow account (the “Divestiture Proceeds Escrow Account”) with an escrow agent reasonably acceptable to SPAC (the “Escrow Agent”) as collateral for the payment obligations of Orca Midco, the Company, and the Company Shareholders under this Agreement. Such Purchase Price shall be held in the Divestiture Proceeds Escrow Account pursuant to an escrow agreement to be entered into by and among Orca Midco, Pubco, SPAC and the Escrow Agent, in form and substance acceptable to SPAC (the “Divestiture Proceeds Escrow Agreement”), the Escrow Agent holding such funds as nominee of and for the benefit of Orca Midco, SPAC or Pubco, as applicable, subject always to the terms of this Agreement and the Divestiture Proceeds Escrow Agreement. If the Divestiture Closing occurs prior to the Second Merger Closing, then in the event that any Permitted Payment Amount becomes due and payable in accordance with the terms of the Divestiture Agreement, Orca Midco shall promptly provide written notice of such fact to SPAC, together with any reasonable documentation and data available to it supporting such Permitted Payment Amount and consider in good faith SPAC’s comments related thereto, and subject to SPAC’s confirmation (not to be unreasonably withheld or delayed), SPAC, Orca Midco and Pubco shall promptly deliver joint written instructions to the Escrow Agent to release such Permitted Payment Amount to the recipient thereof. If the Distribution Amount becomes payable to Orca Midco in accordance with Section 9.34, then subject to the satisfaction of the conditions set forth therein, including the execution and delivery of the Promissory Note, SPAC, Orca Midco and Pubco shall promptly deliver joint written instructions to the Escrow Agent to release the Distribution Amount to Orca Midco subject to and in accordance with the terms of this Agreement. SPAC shall have the right (without any further action of Orca Midco or Pubco) to release the applicable amounts specified in each of clause (1) of Section 12.3(c), clause (i) of Section 12.3(d), Section 12.3(e) or clause (i) of Section 12.3(f) to SPAC subject to and in accordance with the terms of this Agreement (including, where applicable, the requirement that such amounts are (i) agreed in writing between the Company and SPAC, or (ii) determined by a court of competent jurisdiction, where applicable). If all of the conditions set forth in Section 11.6 are satisfied, then immediately prior to occurrence of the Second Merger Closing, and subject to the Second Merger Closing occurring, Orca Midco shall have the

right (without any further action of Pubco or SPAC) to, and shall instruct the Escrow Agent to, release to Orca Midco (for further distribution to Pubco) all funds then held in the Divestiture Proceeds Escrow Account, and the Parties agree that, upon receipt of such funds from the Divestiture Proceeds Escrow Account, Pubco shall (A) use such funds to promptly pay (or cause to be promptly paid) all of SPAC’s Expenses and (B) within 14 days following the Second Merger Closing, to the extent permitted by applicable Law and subject to the determination of the Post-Closing Pubco Board that it is in the best interests of the holders of Pubco Ordinary Shares, use such funds to make a dividend to all holders of Pubco Ordinary Shares in such amount as determined by the Post-Closing Pubco Board, which such dividend shall be paid in cash or, at the election of the applicable holder of such Pubco Ordinary Shares, in kind in Pubco Ordinary Shares; provided, however, that if declared, such dividend shall not be less than an amount as is necessary to enable ITSF to receive dividends in aggregate equal to the Distribution Amount; and provided, further, that in lieu of a dividend, the Post-Closing Pubco Board may approve and effect a tender offer, repurchase of shares or other similar process by which the holders of Pubco Ordinary Shares receive the same economic benefit (including as regards the receipt of cash proceeds) as if a dividend had been declared.

(b) If the Divestiture Closing occurs prior to the Second Merger Closing, the calculation of the Purchase Price shall be subject to the review and reasonable confirmation of SPAC, and Orca Midco shall, and the Company shall cause Orca Midco to, (i) provide to SPAC for its review and comment at least five Business Days prior to delivery to the Divesture Buyer under the Divestiture Agreement, a reasonably advanced draft of the Estimated Closing Statement and all reasonable supporting documentation and data requested by SPAC, (ii) consider in good faith SPAC’s comments to the Estimated Closing Statement and revise the Estimated Closing Statement to include such comments Orca Midco, acting in good faith, determines are appropriate and (iii) promptly (and in any event, within one Business Day) provide to SPAC any comments to the Estimated Closing Statement provided by the Divestiture Buyer under the Divestiture Agreement. The final Estimated Closing Statement shall be subject to the confirmation of SPAC (not to be unreasonably withheld or delayed).

9.32 Divestiture Transition Matters.

(a) The Divestiture Agreement shall provide, and the Company shall cause Orca Midco to cause the Divestiture Agreement to provide, that, following the date of the Divestiture Agreement and prior to the Divestiture Closing, Orca Midco and the Divestiture Buyer shall use commercially reasonable efforts to negotiate and enter into, in form and substance reasonably acceptable to SPAC, a transition services agreement in the form appended to the Divestiture Agreement (the “Divestiture TSA”), pursuant to which, among other things, Orca Midco and its Subsidiaries (including the Zacco Companies, but excluding the Divested Companies), on the one hand, and the Divestiture Buyer and the Divested Companies, on the other hand, shall provide certain transitional services to one another from and after the Divestiture Closing on the terms and conditions set forth therein, and SPAC shall be a third-party beneficiary of such provisions of the Divestiture Agreement.

(b) Prior to the Divestiture Closing, the Company shall cause Orca Midco to negotiate and enter into, in form and substance reasonably acceptable to SPAC, a transition services agreement, side letter or other agreement with each of Selva Selvaratnam and Beverly Dew pursuant to which, from and after the Divestiture Closing, each of them shall render all such services to Orca Midco and/or the Zacco Companies as shall be reasonably agreed between Orca Midco and each of Selva Selvaratnam and Beverly Dew, including providing support reasonably necessary to complete the Transactions.

9.33 Fairness Opinion. As soon as reasonably practicable following the date of the Second Amendment, SPAC shall use commercially reasonable efforts to obtain from an independent valuation firm a customary opinion that the Exchange Ratio, after giving effect to the Divestiture Closing and the Transactions, is fair, from a financial point of view, to the SPAC Shareholders holding SPAC Class A Shares (other than Sponsor) (such opinion, the “Fairness Opinion”). Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Documents, in the event that SPAC is unable to obtain the Fairness Opinion, the Parties agree to adjust (a) the number of Exchange Shares issuable to the Company Shareholders at the Share Contribution Closing and (b) the number of Sponsor’s SPAC Class B Shares subject to the Share Cancellation, in each case, to reflect an enterprise value (on a debt free, cash free basis) of the Zacco Companies of $160,000,000 (subject to an increase or decrease by up to $16,000,000 to reflect the enterprise value stated in the Fairness Opinion); provided, that (i) any adjustments made pursuant to the foregoing clauses (a) and (b) are made pro rata and only to the extent necessary to enable the independent valuation firm to deliver the Fairness Opinion, and (ii) for the purposes of clause (b), all SPAC Class B Shares shall be treated as fully vested.

9.34 Advance of Distribution Amount. If the Second Merger Closing has not occurred prior to August 26, 2024, then Orca Midco shall have the right (subject to and in accordance with the terms and procedures set forth in Section 9.31 and this Section 9.34) to receive an advance from the funds then held in the Divestiture Proceeds Escrow Account in an amount equal to the Distribution Amount. As a condition to receive any release of the Distribution Amount from the Divestiture Proceeds Escrow Account, Orca Midco shall execute, issue and deliver to the Escrow Agent (for the benefit of the Divestiture Proceeds Escrow Account) a promissory note in form and substance acceptable to SPAC in the principal amount of the Distribution Amount, on the same terms, structure and conditions, including, but not limited to, interest rate, security and guarantees, as the facility set forth on Schedule VIII (provided, that, following the Second Merger Closing, such interest shall cease to accrue) (the “Promissory Note”). The Parties agree that any dividends declared by the Post-Closing Pubco Board pursuant to clause (B) of Section 9.31(a) that are payable to ITSF in respect of the Pubco Ordinary Shares it holds shall first be applied towards the unpaid principal balance and accrued but unpaid interest under the Promissory Note as of the date of such dividends until such amounts under the Promissory Note are paid in full, and then shall be paid to ITSF.”.

15. Amendment to Section 12.1. The following amendments are hereby made to Section 12.1 of the Business Combination Agreement:

(a)

Section 12.1(b) is hereby amended by replacing the date “December 17, 2023” with the date “June 17, 2024”.

(b)

Section 12.1(e) is hereby amended by adding the words “solely in respect of any matter relating to the Pre-Divestiture Reorganization or the Divestiture or any communications between ITSF, the Company, Orca Midco and the Divestiture Buyer in respect of the same,” after the words “provided, that SPAC shall not have the right to terminate this Agreement pursuant to this Section 12.1(e)”.

(c)

Section 12.1(g) is hereby replaced in its entirety with the following:

“(g) by written notice from the Company to Pubco and SPAC if there has been a SPAC Adverse Recommendation Change (other than an Intervening Event Recommendation Change made pursuant to clause (b) of the definition of “Intervening Event”); and”

(d)

The following is added as a new clause (h):

“(h) by written notice from SPAC to the Company if there has been an Intervening Event Recommendation Change made pursuant to clause (b) of the definition of “Intervening Event”; provided, that the termination right exercisable pursuant to this Section 12.1(h) shall only be exercisable within the two week period following the Divestiture Closing.”.

16. Amendment to Section 12.3. Section 12.3 of the Business Combination Agreement is hereby amended by adding the following as new clauses (c), (d), (e), (f) and (g):

“(c) Subject to Section 12.3(g) below, in the event that this Agreement is validly terminated by SPAC pursuant to Section 12.1(e) (which for these purposes shall include a failure by the Target Companies to deliver the Disclosure Schedules Supplement within the time specified in Article VII) prior to December 17, 2024, then SPAC shall be entitled to (i) claim an amount in cash equal to the Termination Amount or (ii) exercise any remedies at law or in equity to recover losses, liabilities or damages arising from such breach(es). If a claim by SPAC for the Termination Amount under this Section 12.3(c) has been (A) agreed in writing between the Company and SPAC, or (B) determined by a court of competent jurisdiction, the Termination Amount shall be payable to SPAC in immediately available funds, and (1) if the Divestiture Closing has occurred prior to such termination, then SPAC shall have the right (without any further action of Pubco or Orca Midco) to instruct the Escrow Agent to release to SPAC such funds, or (2) if the Divestiture Closing has not occurred prior to such termination, then such amount shall be payable concurrently with the earlier to occur of (w) the Divestiture Closing (in which case SPAC shall have the right (without any further action of Pubco or Orca Midco) to instruct the Escrow Agent to release to SPAC such funds) and (x) the Outside Date (in which case the

Company shall promptly pay (or cause to be promptly paid) to SPAC in immediately available funds an amount in cash equal to the Termination Amount). Notwithstanding anything herein to the contrary, nothing in this Section 12.3(c) shall prevent SPAC from exercising its right to seek an injunction, specific performance or other equitable remedy pursuant to Section 14.5 to prevent or remedy any breach of this Agreement and to seek to enforce specifically the terms and provisions of this Agreement to cause the Company to consummate the Transactions, or to enforce its third-party beneficiary rights under the Divestiture Agreement; provided, however, that in no event shall SPAC be entitled to both (y) receive payment of the Termination Amount pursuant to this Section 12.3(c) and (z) an award or grant of an injunction, specific performance or other equitable remedy pursuant to Section 14.5 to cause the Company to consummate the Transactions.

(d) Subject to Section 12.3(g) below, in the event that this Agreement is validly terminated by either SPAC or the Company pursuant to Section 12.1(c) (at a time, in the case of a termination by the Company, when SPAC would have been entitled to terminate this Agreement pursuant to Section 12.1(c)), and a claim by SPAC for the Termination Amount under this Section 12.3(d) has been (i) agreed in writing between the Company and SPAC or (ii) determined by a court of competent jurisdiction, then (A) if the Divestiture Closing has occurred prior to such termination, SPAC shall have the right (without any further action of Pubco or Orca Midco) to instruct the Escrow Agent to release to SPAC from the Divestiture Proceeds Escrow Account in immediately available funds an amount in cash equal to the Termination Amount, or (B) if the Divestiture Closing has not occurred prior to such termination, then such amount shall be payable concurrently with the earlier to occur of (y) the Divestiture Closing (in which case SPAC shall have the right (without any further action of Pubco or Orca Midco) to instruct the Escrow Agent to release to SPAC such funds) and (z) the Outside Date (in which case the Company shall promptly pay (or cause to be promptly paid) to SPAC in immediately available funds an amount in cash equal to the Termination Amount).

(e) Subject to Section 12.3(g) below, in the event that this Agreement is terminated by SPAC pursuant to Section 12.1(h), then SPAC shall have the right (without any further action of Pubco or Orca Midco) to instruct the Escrow Agent to release to SPAC from the Divestiture Proceeds Escrow Account in immediately available funds an amount in cash equal to the Termination Amount.

(f) Subject to Section 12.3(g) below, in the event that this Agreement is validly terminated by either SPAC or the Company pursuant to Section 12.1(b), and provided the Outside Date has been extended to December 17, 2024, then if a claim by SPAC for the Termination Amount under this Section 12.3(f) has been (i) agreed in writing between the Company and SPAC, or (ii) determined by a court of competent jurisdiction, then (A) if the Divestiture Closing has occurred prior to such termination, SPAC shall have the right (without any further action of Pubco or Orca Midco) to instruct the Escrow Agent to release to SPAC from the Divestiture Proceeds Escrow Account in immediately available funds an amount in cash equal to the Termination Amount, or (B) if the Divestiture Closing has not occurred prior to such termination, then the Company shall promptly (and in any event within three Business Days following such termination, such termination not to occur prior to December 17, 2024) pay (or cause to be promptly paid) to SPAC in immediately available funds an amount in cash equal to the Termination Amount.

(g) SPAC acknowledges and agrees that, in exchange for SPAC receiving payment of the Termination Amount pursuant to this Section 12.3, it shall release, relinquish and discharge any and all existing or potential claims, causes of action, and damages against the Company, Orca Midco, Orca, ITSF, Investcorp Investment Advisors LLC (solely in its capacity as manager of ITSF) and each of their respective Affiliates, and any past, present or future director, officer, employee, member, shareholder or partner of the Company, Orca Midco, Orca, ITSF and/or Investcorp Investment Advisors LLC (solely in its capacity as manager of ITSF) and each of their respective Affiliates (collectively, the “Releasees”), in each case, solely in respect of matters arising from or relating to this Agreement, including the Releasees’ dealings with the Divestiture Buyer before the date of this Agreement in connection with a potential business transaction, including any claim that any Releasee breached this Second Amendment before the date of this Second Amendment in connection with its dealings with the Divestiture Buyer. Receipt of the Termination Amount pursuant to this Section 12.3 shall be in full and final settlement of all amounts and liabilities owed to SPAC by the Company Shareholders, the Company, Orca Midco and Orca under this Agreement. Each Party acknowledges and agrees that in no event shall the Company be required to pay the Termination Amount on more than one occasion.

17. Amendments to Section 14.3. Section 14.3 of the Business Combination Agreement is hereby replaced in its entirety with the following:

“Except for (i) the rights of the D&O Indemnified Persons and the Target Companies set forth in Section 9.20 and Section 13.2, respectively, and (ii) the rights of Investcorp Investment Advisors LLC set forth in Section 12.3(g), which the Parties acknowledge and agree are express third party beneficiaries of this Agreement, nothing contained in this Agreement or in any instrument or document executed by any party in connection with the Transactions shall create any rights in, or be deemed to have been executed for the benefit of, any Person that is not a Party hereto or thereto or a successor or permitted assign of such a Party.”

18. Amendment to Section 14.11. Section 14.11 of the Business Combination Agreement is hereby amended by adding the following as new clauses (u), (v), (w), (x), (y) and (z):

“(u) any reference in this Agreement to the “Transactions” (i) which speaks as to any time which is prior to the time that the Post-Divestiture Special Committee Recommendation and the Post-Divestiture SPAC Board Recommendation are made shall mean, collectively, the Share Contribution, the First Merger, the Second Merger, the PIPE Subscriptions, the Sponsor Commitment, the Share Cancellation, the Warrant Transfer and each of the other transactions contemplated by this Agreement, as amended by the First Amendment (without, for the avoidance of doubt, providing for the ability of the Divestiture Closing to occur) and the other Ancillary Documents, and (ii) which speaks as to any time which is as of and following the time that the Post-Divestiture Special

Committee Recommendation and Post-Divestiture SPAC Board Recommendation are made shall mean, collectively, the Share Contribution, the First Merger, the Second Merger, the PIPE Subscriptions, the Sponsor Commitment, the Share Cancellation, the Warrant Transfer and each of the other transactions contemplated by this Agreement, as amended by the First Amendment and the Second Amendment (which, for the avoidance of doubt, provides for the ability of the Divestiture Closing to occur) and the other Ancillary Documents;

(v) any reference in this Agreement to the “Special Committee Recommendation” (i) which speaks as to any time which is prior to the time that the Post-Divestiture Special Committee Recommendation is made shall mean the recommendation of the Special Committee that the SPAC Board approve and adopt this Agreement, as amended by the First Amendment (without, for the avoidance of doubt, providing for the ability of the Divestiture Closing to occur), and recommend that the SPAC Shareholders vote in favor of the approval of this Agreement, as amended by the First Amendment (without, for the avoidance of doubt, providing for the ability of the Divestiture Closing to occur), the Ancillary Documents to which SPAC is a party, including the Second Plan of Merger, and the other Shareholder Approval Matters in accordance with the Cayman Companies Act, and (ii) which speaks as to any time which is as of and following the time that the Post-Divestiture Special Committee Recommendation is made shall mean the Post-Divestiture Special Committee Recommendation;

(w) any reference in this Agreement to the “SPAC Board Recommendation” (i) which speaks as to any time which is prior to the time that the Post-Divestiture SPAC Board Recommendation is made shall mean the recommendation of the SPAC Board that the SPAC Shareholders vote in favor of the approval of this Agreement, as amended by the First Amendment (without, for the avoidance of doubt, providing for the ability of the Divestiture Closing to occur), the Ancillary Documents to which SPAC is a party, including the Second Plan of Merger, and the other Shareholder Approval Matters in accordance with the Cayman Companies Act, and (ii) which speaks as to any time which is as of and following the time that the Post-Divestiture SPAC Board Recommendation is made shall mean the Post-Divestiture SPAC Board Recommendation;

(x) any reference in this Agreement to the “Shareholder Approval Matters” (i) which speaks as to any time which is prior to the time that the Post-Divestiture Special Committee Recommendation and the Post-Divestiture SPAC Board Recommendation are made shall mean (A) the adoption and approval of this Agreement, as amended by the First Amendment (without, for the avoidance of doubt, providing for the ability of the Divestiture Closing to occur), the Ancillary Documents to which SPAC is a party and the consummation of the Transactions by the SPAC Shareholders in accordance with SPAC’s Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and SPAC’s Organizational Documents) and the rules and regulations of the SEC and Nasdaq, and (B) such other matters as the Company, Orca Midco, Orca and SPAC shall hereafter mutually determine to be necessary or appropriate in order to consummate the Transactions, and (ii) which speaks as to any time which is as of and

following the time that the Post-Divestiture Special Committee Recommendation and the Post-Divestiture SPAC Board Recommendation are made shall mean (A) the adoption and approval of this Agreement, as amended by the First Amendment and the Second Amendment (which, for the avoidance of doubt, provides for the ability of the Divestiture Closing to occur), the Ancillary Documents to which SPAC is a party and the consummation of the Transactions by the SPAC Shareholders in accordance with SPAC’s Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and SPAC’s Organizational Documents) and the rules and regulations of the SEC and Nasdaq, and (B) such other matters as the Company, Orca Midco, Orca and SPAC shall hereafter mutually determine to be necessary or appropriate in order to consummate the Transactions;

(y) any reference in this Agreement to the “Agreement” (i) which speaks as to any time which is prior to the time that the Post-Divestiture Special Committee Recommendation and the SPAC Board Recommendation are made shall mean this Agreement, as amended by the First Amendment (without, for the avoidance of doubt, providing for the ability of the Divestiture Closing to occur), and (ii) which speaks as to any time which is as of and following the time that the Post-Divestiture Special Committee Recommendation and the Post-Divestiture SPAC Board Recommendation are made shall mean this Agreement, as amended by the First Amendment and the Second Amendment (which, for the avoidance of doubt, provides for the ability of the Divestiture Closing to occur); and

(z) in the event that the Divestiture Closing occurs prior to the Share Contribution Closing:

(i) Sections 1.4, 7.3(f) and 7.3(g) of this Agreement shall be deemed to read “Intentionally Omitted.”;

(ii) the references to “Orca” in Sections 6.8, 7.8, 7.9, 7.14, 7.27 and 9.25 of this Agreement shall be deemed to refer to Orca Midco;

(iii) all references to “Orca” in the lead-in to Article VII and Sections 7.3(h), 8.8, 9.1, 9.2, 9.6, 9.15, 9.23, 11.3, 14.1 and 15 of this Agreement shall be disregarded;

(iv) the reference to “Orca” in Section 7.3(e) of this Agreement shall be deemed to refer to Zacco; and

(v) all references to “Orca Shares”, “Orca Options,” “Orca Optionholders” and the “Orca Option Scheme” in this Agreement shall be disregarded.”

19. Amendments to Section 15.1. The following amendments are hereby made to Section 15.1 of the Business Combination Agreement:

(a)

The definition of “SPAC Class B Shares” is hereby replaced in its entirety with the following:

““SPAC Class B Shares” means (a) the SPAC Class A Shares issued upon the conversion of the Class B ordinary shares of a par value of $0.0001 in the share capital of SPAC (the “Original SPAC Class B Shares”) as of the date of this Agreement and (b) the Original SPAC Class B Share held by the Sponsor; provided, however, that any reference in this Agreement or any Ancillary Document to “SPAC Class B Shares” which is made as of “the date of this Agreement” or “the date hereof” or words of like import, “SPAC Class B Shares” shall mean the Original SPAC Class B Shares.”.

(b)

The definition of “Intervening Event” is hereby replaced in its entirety with the following:

““Intervening Event” means (a) a material Event affecting SPAC and occurring or arising after the date hereof, that was not known to and was not reasonably foreseeable by SPAC as of or prior to the date hereof, and that becomes known to the Special Committee after the date hereof and prior to the Special Shareholders Meeting; provided, however, that, notwithstanding anything herein or otherwise to the contrary, none of the following Events (or the result, consequences or effect of any of the following), each individually or when taken together, shall constitute, or be taken into account in determining whether there has been or will be, an Intervening Event pursuant to this clause (a): (i) any change in the price or trading volume of capital stock of SPAC; (ii) any litigation filed or threatened against SPAC or any member of the SPAC Board arising out of or related to the Transactions (except for any litigation filed or threatened by any Governmental Authority); (iii) any Event that has had or would reasonably be expected to have an adverse effect on the business, results of operations or financial condition of the Target Companies, unless such Event constitutes a Target Company Material Adverse Effect; or (iv) a SPAC Acquisition Proposal, or (b) (i) the inability of SPAC to obtain the Fairness Opinion or (ii) the good faith determination by the Special Committee, after consultation with its outside legal counsel and other advisors, that the consummation of the Transactions following the occurrence of the Divestiture Closing is not advisable, fair to and in the best interests of SPAC and the SPAC Shareholders (other than Sponsor) in accordance with the Cayman Companies Act.”.

(c)

The definition of “Target Companies” is hereby replaced in its entirety with the following:

““Target Companies” means (a) prior to the Divestiture Closing, collectively, the Company, Orca Midco, Orca, and the other Company Subsidiaries, and (b) as of and following the Divestiture Closing, collectively, the Company, Orca Midco and the other Company Subsidiaries (but not, for the avoidance of doubt, the Divested Companies), and in each case, “Target Company” means any of them.”

(d)

The definition of “Company Subsidiaries” is hereby replaced in its entirety with the following:

““Company Subsidiaries” means (a) prior to the Divestiture Closing, the direct and indirect Subsidiaries of the Company, including, without limitation, Orca Midco, Orca and the Zacco Companies, and (b) as of and following the Divestiture Closing, the Company, the direct and indirect Subsidiaries of the Company, including, without limitation, Orca Midco and the Zacco Companies (but not, for the avoidance of doubt, the Divested Companies).”

(e)

The following definitions are hereby added in alphabetical order:

““Distribution Amount” means $73,800,000.

““Divestiture Closing” means the “Closing” of the Divestiture in accordance with the Divestiture Agreement as defined in the Divestiture Agreement.”

““Divestiture Letter Agreement” means the letter agreement between the Divestiture Buyer and Orca entered into as of the date of this Second Amendment.”

““Estimated Closing Statement” means the “Estimated Closing Statement” as defined in the Divestiture Agreement.”

““Permitted Payment Amount” means any amount that has become due and payable by Orca Midco under the Divestiture Agreement.”

““Post-Divestiture Special Committee Recommendation” means the recommendation of the Special Committee that the SPAC Board approve and adopt this Agreement, as amended by the First Amendment and the Second Amendment (which, for the avoidance of doubt, provides for ability of the Divestiture Closing to occur), and recommend that the SPAC Shareholders vote in favor of the approval of this Agreement, as amended by the First Amendment and the Second Amendment (which, for the avoidance of doubt, provides for the ability of the Divestiture Closing to occur), the Ancillary Documents to which SPAC is a party, including the Second Plan of Merger, and the other Shareholder Approval Matters in accordance with the Cayman Companies Act.

““Post-Divestiture SPAC Board Recommendation” means the recommendation of the SPAC Board that the SPAC Shareholders vote in favor of the approval of this Agreement, as amended by the First Amendment and the Second Amendment (which, for the avoidance of doubt, provides for ability of the Divestiture Closing to occur), the Ancillary Documents to which SPAC is a party, including the Second Plan of Merger, and the other Shareholder Approval Matters in accordance with the Cayman Companies Act.

““Pre-Divestiture Reorganization” means that certain reorganization contemplated by the Reorganization Documents.”

““Purchase Price” means the estimated “Purchase Price” (as defined in the Divestiture Agreement) payable at the Divestiture Closing in accordance with Section 2.02, and subject to the terms of Section 2.04(b)(i), of the Divestiture Agreement, net of any amounts payable by Orca pursuant to an in accordance with the Divestiture Letter Agreement.”

““Reorganization Documents” means the documents required to effect the reorganization steps strictly in accordance with (and as more fulsomely described in) the reorganization step plan set forth on Schedule VII.”

“Termination Amount” means if payable pursuant to (a) Section 12.3(d) or Section 12.3(f), (i) in the event that written notice of such termination is provided during the two week period following the Divestiture Closing, $30,000,000 and (ii) in the event that written notice of such termination is provided at any other time that such termination right is exercisable in accordance with this Agreement, $25,000,000, and (b) Section 12.3(c) or Section 12.3(e), $30,000,000.”

20. Amendment to Section 15.2. Section 15.2 of the Business Combination Agreement is hereby amended by adding the following defined terms in alphabetical order:


“2022 Audited Zacco Financial Statements		9.7(b)
2023 Audited Zacco Financial Statements		9.7(b)
Alternative Divestiture		12.3(d)
Disclosure Schedules Supplement		Article VII
Divested Companies		Recitals to Second Amendment
Divestiture		Recitals to Second Amendment
Divestiture Agreement		Recitals to Second Amendment
Divestiture Proceeds Escrow Account		9.31(a)
Divestiture Proceeds Escrow Agreement		9.31(a)
Divestiture TSA		9.32
Escrow Agent		9.31(a)
Fairness Opinion		9.33
Original SPAC Class B Shares		15.1
Releasees		12.3(g)
Second Amendment		Preamble to Second Amendment
Target Company Top Customers		7.25(b)
Target Company Top Suppliers		7.25(a)
Zacco Companies		7.11(a)
Zacco Company Top Customers		7.25(b)
Zacco Company Top Suppliers		7.25(a)”

21. Amendment to Schedules to the Business Combination Agreement. The Schedules to the Business Combination Agreement are hereby amended to add Schedule VII and Schedule VIII attached hereto.

22. Effectiveness. Sections 1, 19(a) and 20 (as it relates to “Original SPAC Class B Shares”) of this Amendment shall be effective as of the conversion of those certain Original SPAC Class B Shares issued and outstanding as of the date of the Business Combination Agreement, which occurred on January 2, 2024. The remaining provisions of this Amendment shall be effective as of the date of this Amendment. Except as set forth in this Amendment, all terms and provisions of the Business Combination Agreement shall remain in full force and effect.

23. References to the Business Combination Agreement. After giving effect to this Amendment, each reference in the Business Combination Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import referring to the Business Combination Agreement shall refer to the Business Combination Agreement as amended by this Amendment, and all references in the Ancillary Documents to “the Agreement” shall refer to the Business Combination Agreement as amended by this Amendment. Notwithstanding the foregoing, all references (a) in the Business Combination Agreement or the Disclosure Schedules to “the date hereof” or “the date of this Agreement” or (b) in the Business Combination Agreement or the Ancillary Documents to “the date of the Business Combination Agreement” or “the date of the Agreement”, or words of like import, shall (except to the extent any such references are amended (or amended and restated) pursuant to the terms of this Amendment) refer to April 25, 2023, and all references in the Business Combination Agreement to “prior to the date of this Agreement” or words of like import shall mean before the Business Combination Agreement was executed on April 25, 2023 (without regard to this Amendment).

24. Entire Agreement. This Amendment, the Business Combination Agreement (including Schedules I, II, III, IV, V, VI, VII and VIII and Exhibits A, B, C, D, E, F, G, H, I, J and K thereto) and the Ancillary Documents together set out the entire agreement among the Parties in respect of the subject matter contained herein and therein and supersede and extinguish any prior drafts, agreements, undertakings, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating to the subject matter hereof and thereof.

25. Miscellaneous. The provisions of Article XIV (Miscellaneous) of the Business Combination Agreement shall, to the extent not already set forth in this Amendment, apply mutatis mutandis to this Amendment, and to the Business Combination Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby.

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IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment on the date first written above.


SPAC:

INVESTCORP EUROPE ACQUISITION
CORP I

By:		/s/ Baroness Ruby McGregor-Smith
Name: Baroness Ruby McGregor-Smith
Title: Chief Executive Officer