Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement

The information set forth in the Introductory Note of this Current Report on Form 8-K (this "Current Report") is incorporated herein by reference in its entirety. In connection with the Closing, the parties to the Business Combination entered into the following agreements. Unless otherwise defined herein, the capitalized terms used below are defined in the Business Combination Agreement.

Escrow Agreement

Simultaneously with the consummation of the First Merger, Pubco, AIB LLC (the "SPAC Representative"), and Continental Stock Transfer & Trust Company, as escrow agent (the "Escrow Agent") entered into a Share Escrow Agreement dated July 16, 2024 (the "Escrow Agreement"), pursuant to which Pubco agreed to deposit with the Escrow Agent 2,000,000 Pubco Ordinary Shares (the "Escrow Shares"). The Escrow Agent shall hold, for the benefit of certain shareholders of Pubco, such number of Escrow Shares as set forth opposite the applicable shareholders' names in the Escrow Agreement. The Escrow Agent shall administer the Escrow Shares in accordance with written instructions jointly provided by the Pubco and the SPAC Representative to the Escrow Agent to release Escrow Shares, or any portion thereof, as set forth in such instruction.

The foregoing description of the Escrow Agreement is qualified in its entirety by reference to the full text of the Escrow Agreement which is included as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

Non-Competition Agreement

At the Closing, PSI, AIB, and Pubco entered a Non-Competition and Non-Solicitation Agreement (each a "Non-Competition Agreement"), with certain present and future shareholders of PSI (each a "Subject Party") in favor of and for the benefit of PSI, AIB, and Pubco and each of their respective affiliates, successors and direct and indirect subsidiaries, pursuant to which each Subject Party agreed that they would not directly or indirectly engage in a competitive business in the Territory (as defined in the Non-Competition Agreement) for a period of two (2) years after the Closing. Each Non-Competition Agreement also contains customary non-solicitation, non-disparagement and confidentiality provisions.