{"url_path":"/sec/lpbb/8-k/2026-06-30/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/2023676/0001213900-26-073592-index.html","accession_number":"0001213900-26-073592","cik":"0002023676","ticker":"LPBB","issuer_name":"Launch Two Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2023676/0001213900-26-073592-index.html","primary_entity_key":"0002023676","primary_entity_name":"Launch Two Acquisition Corp."},"word_count":6453,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive\nAgreement.**\n\n \n\n**Business Combination Agreement**\n\n \n\n**General Description of the Business Combination\nAgreement**\n\n \n\nOn June 25, 2026, Launch Two Acquisition Corp., a Cayman Islands exempted company (“**SPAC**”\nor “**Launch Two**”), entered into a Business Combination Agreement (the “**Business Combination Agreement**”)\nwith NuCube Energy, Inc., a Delaware corporation (together with its successors, “**NuCube**” or the “**Company**”),\nTesseract Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of SPAC (“**Merger Sub**”), Jay\nMcEntee, in the capacity as the representative, from and after the Effective Time (as defined below), for the shareholders of SPAC as\nof immediately prior to the Effective Time and their successors and assigns (other than the Company Stockholders) and IdealabAZ, Inc.,\na Delaware corporation, in the capacity as representative, from and after the Effective Time, for the Company Stockholders as of immediately\nprior to the Effective Time (the “**Seller Representative**”). Capitalized terms used herein and not otherwise defined\nshall have the meanings ascribed to such terms in the Business Combination Agreement.\n\n \n\nPursuant to the Business Combination\nAgreement and subject to the terms and conditions set forth therein, (i) on or prior to the closing (the “**Closing**”,\nand the date and time of the Closing, the “**Closing Date**”) of the transactions contemplated by the Business Combination\nAgreement (the “**Business Combination**”), SPAC will de-register from the Register of Companies of the Cayman Islands\nand transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware\ncorporation pursuant to Part 12 of the Companies Act (Revised) of the Cayman Islands and the applicable provisions of the General Corporation\nLaw of the State of Delaware (the “**Domestication**”); and (ii) following the Domestication, (A) Merger Sub will\nmerge with and into NuCube, with NuCube continuing as the surviving entity (the “**Merger**”) and, as a result of\nwhich, each share of common stock of the Company, par value $0.0001 per share (the “**Company Common Stock**”) issued\nand outstanding immediately prior to the effective time of the Merger (the “**Effective Time**”) (after giving effect\nto the Preferred Conversion (as defined below)) shall no longer be outstanding and shall automatically be cancelled and cease to exist\nin exchange for the right to receive a number of shares of common stock of SPAC, par value $0.0001 per share (the “**SPAC Common\nStock**”) equal to the Exchange Ratio (as defined below), and (B) prior to the Effective Time, all outstanding shares of preferred\nstock of NuCube will either be exchanged for, or convert into, shares of Company Common Stock at the applicable conversion ratio (including\nany accrued or declared but unpaid dividends) in accordance with the Company’s organizational documents (the “**Preferred\nConversion**”). As a result of the Merger and the Business Combination, NuCube will become a wholly owned subsidiary of SPAC,\nall upon the terms and subject to the conditions set forth in the Business Combination Agreement.\n\n \n\nAt the Effective Time, each\noutstanding option (whether vested or unvested) (each, a “**Company Option**”) to purchase Company Common Stock\nwill be assumed by and automatically converted into an option for shares of SPAC Common Stock (each, an “**Assumed Option**”)\nsubject to the same terms, conditions, vesting schedule and other provisions as are currently applicable to such Company Options; provided\nthat each Assumed Option will be exercisable for the number of shares of SPAC Common Stock equal to the product of the Exchange Ratio\n(as defined below) multiplied by the number of shares of Company Common Stock subject to the Company Option as of immediately prior to\nthe Effective Time, rounded down to the nearest whole number, at an exercise price equal to the quotient of the per share exercise price\nof the Company Option divided by the Exchange Ratio, rounded up to the nearest whole cent.\n\n \n\nAt the Effective Time, each warrant to purchase Company Common Stock\n(each, a “**Company Warrant**”) that is outstanding and unexercised immediately prior to the Effective Time shall\nbe assumed by SPAC and automatically converted into a warrant for shares of SPAC Common Stock (each, an “**Assumed Warrant**”).\nEach Assumed Warrant will be subject to the same terms, conditions and other provisions as are currently applicable to the applicable\nCompany Warrant; provided that each Assumed Warrant will be exercisable for the number of shares of SPAC Common Stock equal to\nthe product of the Exchange Ratio multiplied by the number of shares of Company Common Stock subject to such Company Warrant as of immediately\nprior to the Effective Time, rounded down to the nearest whole number, at an exercise price equal to the quotient of the per share exercise\nprice of such Company Warrant divided by the Exchange Ratio, rounded up to the nearest whole cent.\n\n \n\n1\n\n \n\n \n\n**Consideration**\n\n \n\nThe aggregate consideration\nto be delivered to the security holders of NuCube as of the Effective Time will be a number of newly issued shares of SPAC Common Stock\nequal to the quotient of (A) $500,000,000 *minus* the excess of the Company’s expenses (if any) over $5,000,000 (such net amount,\nthe “**Purchase Price**”), *divided by* (B) $10.82 (the “**Reference Price**”), with\neach holder of Company Common Stock (each, a “**Company Stockholder**”) receiving, for each share of Company Common\nStock held immediately prior to the Effective Time (after giving effect to the Preferred Conversion or otherwise treating shares of Company\nPreferred Stock on an as-converted to Company Common Stock basis), a number of shares of SPAC Common Stock equal to the Exchange Ratio,\neach holder of Company Options receiving for such holder’s Company Options then held the Assumed Options, and each holder of Company\nWarrants receiving for such holder’s Company Warrants then held the Assumed Warrants. The Exchange Ratio refers to the quotient\nobtained by dividing (i) the quotient of the Purchase Price divided by the Reference Price by (ii) the Fully Diluted Company Shares (as\ndefined below) (the “**Exchange Ratio**”).\n\n \n\nThe Business Combination Agreement\nalso provides for an earnout of up to 12,575,000 additional shares of SPAC Common Stock (the “**Earnout Shares**”)\nto Company Stockholders following the Closing. The Earnout Shares will be released from escrow if, during the three-year period following\nthe Closing, the volume weighted average price of SPAC Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits,\nstock dividends, reorganizations and recapitalizations and similar transactions after the Closing) for at least 20 trading days within\nany consecutive 30 trading day period (the “**Triggering Event**”), subject to adjustment as set forth in the Business\nCombination Agreement. If the Triggering Event is achieved, 50% of the Earnout Shares will be released 90 days following confirmation\nof such Triggering Event (the “**Determination Date**”), and the remaining 50% of the Earnout Shares will be released\n180 days after the Determination Date. If the Triggering Event is not achieved during the Earnout Period, the Earnout Shares will be forfeited\nto SPAC and cancelled.\n\n \n\nThe “**Fully Diluted\nCompany Shares**” means, without duplication, (a) the total number of shares of Company Common Stock issued and outstanding\nas of immediately prior to the Effective Time (after giving effect to the Preferred Conversion), *plus*(b) the aggregate number\nof shares of Company Common Stock issuable upon, or pursuant to the conversion of Company SAFEs, *plus* (c) the aggregate number\nof shares of Company Common Stock issuable upon, or pursuant to, the exercise of Company Options that are issued and outstanding as of\nimmediately prior to the Effective Time, treating such outstanding Company Options as having been exercised in full (calculated on a “cashless”\n(i.e. net exercise basis), *plus* (d) the aggregate number of shares of Company Common Stock issuable upon, or pursuant to, the exercise\nof Company Warrants that are issued and outstanding as of immediately prior to the Effective Time, treating such Company Warrants as having\nbeen exercised in full (calculated on a “cashless” (i.e., net exercise) basis).\n\n \n\n**Representations and Warranties**\n\n \n\nThe\nBusiness Combination Agreement contains representations and warranties that are reasonably customary for similar transactions that are\nmade by the parties as of the date of the Business Combination Agreement, or other specified dates, solely for the benefit of certain\nof the parties to the Business Combination Agreement, and in certain cases are subject to specified exceptions and materiality, Material\nAdverse Effect (as defined below), knowledge and other qualifications contained in the Business Combination Agreement or in information\nprovided pursuant to certain disclosure schedules to the Business Combination Agreement. “**Material Adverse Effect**”\nmeans, with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably\nbe expected to have, individually or in the aggregate, a material adverse effect upon (i) the business, assets, liabilities, results of\noperations or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or (ii) the ability\nof such person or entity or any of its subsidiaries on a timely basis to consummate the Business Combination, subject to customary exceptions.\n\n \n\n2\n\n \n\n \n\n**No Survival**\n\n \n\nThe representations and warranties\nof the parties contained in the Business Combination Agreement terminate as of, and do not survive, the Closing, and there are no indemnification\nrights for another party’s breach. The covenants and agreements of the parties contained in the Business Combination Agreement do\nnot survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will\nsurvive until fully performed.** **\n\n** **\n\n**Covenants of the Parties**\n\n \n\nEach party to the Business\nCombination Agreement has agreed to use its commercially reasonable efforts, and to cooperate fully with one another, to consummate the\nBusiness Combination. The Business Combination Agreement also contains certain customary covenants by each of the parties that apply during the\nperiod between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination\nAgreement (the “**Interim Period**”), including (i) the provision of access to the applicable party’s properties,\nbooks and personnel; (ii) the operation of the parties’ respective businesses in the ordinary course of business; (iii) the current\nand timely filing of SPAC’s public filings; (iv) no insider trading; (v) notifications to the other parties of certain breaches,\nconsent requirements and other matters; (vi) obtaining third-party and regulatory approvals; (vii) tax matters; (viii) further assurances;\n(ix) public announcements; (x) confidentiality; and (xi) other covenants. The Business Combination Agreement also contains certain customary\npost-Closing covenants, including, without limitation, in regard to (1) tax matters; (2) the maintenance of books and records; and (3)\nthe indemnification of directors and officers.\n\n \n\nAdditionally,\nboth the SPAC and the Company agreed that it will not solicit or enter into a competing alternative\ntransaction, in accordance with customary terms and provisions set forth in the Business Combination Agreement.\n\n \n\nSPAC agreed that it will not\napprove, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, or otherwise change, withdraw,\nwithhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify its recommendation to its shareholders\n(the “**SPAC Board Recommendation**”) for approval of the Business Combination Agreement and the Business Combination\n(a “**Change in Recommendation**”); provided, however, that if the SPAC’s board of directors\n(the “**SPAC Board**”), after consultation with its outside legal counsel, determines in good faith, in response\nto an Intervening Event, that the failure to make a Change in Recommendation would be a breach of its fiduciary duties under applicable\nlaw, then the SPAC Board may make a Change in Recommendation; provided that SPAC will not be entitled to make a Change in Recommendation\nunless (i) SPAC delivers to NuCube a written notice advising NuCube that the SPAC Board proposes to take such action and containing the\nmaterial facts underlying its determination that an Intervening Event has occurred, and (ii) at or after 5:00 p.m., New York City time,\non the fifth Business Day immediately following delivery of such notice (subject to an additional three Business Day period for any new\nnotice relating to a material development with respect to such Intervening Event), the SPAC Board reaffirms in good faith, after consultation\nwith its outside legal counsel and taking into account any adjustments to the terms of the Business Combination Agreement offered by NuCube,\nthat the failure to make a Change in Recommendation would be a breach of its fiduciary duties under applicable law; provided that any\nChange in Recommendation shall not affect SPAC’s obligations to call an extraordinary general meeting to approve the SPAC Shareholder\nApproval Matters.\n\n \n\n3\n\n \n\n \n\nNuCube will deliver to SPAC\nfinancial statements of NuCube audited by a PCAOB-qualified auditor in accordance with PCAOB auditing standards, accompanied by an unqualified\nopinion of the auditor thereon (collectively, the “**Audited Financials**”), as soon as reasonably practicable after\nthe date of the Business Combination Agreement but no later than 45 days from the date of the Business Combination Agreement (the “**Audit\nDelivery Date**”).\n\n \n\nSPAC and NuCube will, as promptly\nas practicable after the date of the Business Combination Agreement, prepare and file with the U.S. Securities and Exchange Commission\n(the “**SEC**”), a registration statement on Form S-4 (as amended, the “**Registration Statement**”)\nin connection with the registration under the Securities Act of 1933, as amended (the “**Securities Act**”), of\nthe securities of SPAC to be issued pursuant to the Business Combination, and containing a proxy statement/prospectus for the solicitation\nof proxies from SPAC shareholders to approve the Business Combination Agreement, the Business Combination and related matters at an extraordinary\ngeneral meeting of SPAC’s shareholders (the “**SPAC Special Meeting**”), and providing SPAC’s public\nshareholders with an opportunity to request redemption of their public shares in connection with the Business Combination, as required\nby SPAC’s amended and restated memorandum and articles of association and SPAC’s IPO Prospectus (as defined below) (the “**Redemption**”).\n\n \n\nAs promptly as practicable\nafter the Registration Statement has become effective and distributed by SPAC (and in all cases within ten days following such date),\nthe Company will either (a) call a meeting of its stockholders to obtain and deliver to SPAC a written consent of the Company Stockholders\nin order to approve the Business Combination Agreement and each of the ancillary documents to which the Company is or is required to be\na party or bound and the consummation of the transactions contemplated thereby (the “**Company Stockholder Approval**”)\nor (b) use its reasonable best efforts to obtain a signed written consent in lieu of a meeting of its stockholders for the Company Stockholder\nApproval. At the request of SPAC, NuCube shall make the members of its management reasonably available to participate in management presentations,\n“road shows,” rating agency presentations, meetings with financing sources and similar events in connection with obtaining\nthe approval of SPAC shareholders, any “share recycling” efforts by SPAC and the obtaining of any debt or equity financing\n(including Transaction, ratings or governmental or other third-party approvals. \n\n \n\nThe parties shall take\nall action necessary so that, effective at the Closing, the post-Closing board of directors of SPAC (the “**Post-Closing Board**”)\nwill consist of at least seven individuals, two of which will be designated by SPAC (each of whom shall be independent directors in accordance\nwith the requirements of The Nasdaq Stock Market LLC (“**Nasdaq**”)), five of whom will be designated by NuCube\n(at least three of whom shall be independent directors in accordance with the requirements of Nasdaq). The amended and restated organizational\ndocuments of SPAC will provide for a classified board structure consisting of three classes of directors serving staggered terms. In addition,\nat or prior to the Closing, SPAC will enter into customary director indemnification agreements with each member of the Post-Closing Board.\nThe parties shall also take all action necessary so that the individuals serving as the chief executive officer and chief financial officer,\nrespectively, of SPAC immediately after the Closing will be the same individuals (in the same office) as that of NuCube immediately prior\nto the Closing (unless, at its sole discretion, NuCube desires to appoint another qualified person to either such role, in which case,\nsuch other person(s) identified by NuCube shall serve in such role or roles).\n\n \n\n4\n\n \n\n \n\nDuring the Interim Period,\nSPAC and NuCube shall use reasonable best efforts to enter into written agreements for Transaction Financings (as defined below) with\naggregate proceeds of at least $100 million (on such terms and structuring and using such strategy, placement agents and approach, as\nSPAC and NuCube shall mutually agree). “**Transaction Financings**” mean capital raising transactions in connection\nwith the Business Combination structured as one or a combination of common equity, preferred equity, convertible equity or debt, non-redemption\nor backstop arrangements with respect to the Trust Account, a committed equity facility, debt facility, and/or other sources of cash or\ncash equivalents, in each case, whether such investment is into SPAC or NuCube.\n\n \n\n**Conditions to Closing**\n\n \n\nThe obligations of the parties\nto consummate the Business Combination are subject to various conditions, including the following mutual conditions of the parties, unless\nwaived: (i) the approval of the Business Combination Agreement and the Business Combination and related matters by the requisite vote\nof each of SPAC’s shareholders and Company’s stockholders; (ii) the expiration or termination of any waiting period applicable\nto the consummation of the Business Combination Agreement under any antitrust laws; (iii) obtaining applicable regulatory approvals;\n(iv) no law or order preventing or prohibiting the Business Combination; (v) appointment of the Post-Closing Board consistent with the\nrequirements of the Business Combination Agreement; (vi) the effectiveness of the Registration Statement; (vii) the Amended Organizational\nDocuments shall have been adopted as the Organizational Documents of SPAC; (viii); the SPAC Common Stock shall have been approved for\nlisting on Nasdaq or the New York Stock Exchange upon the Closing; and (ix) SPAC having adopted, on or prior to the Closing, an incentive\nplan substantially in the form attached to the Business Combination Agreement.\n\n \n\nIn addition, unless waived\nby NuCube, the obligations of NuCube to consummate the Business Combination are subject to the satisfaction of the following closing conditions,\nin addition to customary certificates and other closing deliveries: (i) the representations of SPAC relating\nto organization and standing, authorization, non-contravention, capitalization (other than certain portions of such representation in\nthe Business Combination Agreement) and finders and brokers being true and correct in all material respects on and as of the date\nof the Business Combination Agreement and as of the Closing Date (except to the extent that any such representation and warranty is expressly\nmade as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such\nearlier date); (ii) the representations and warranties of SPAC set forth in certain portions of the capitalization representation being\ntrue and correct in all respects (except for *de minimis* inaccuracies) on and as of the date of the Business Combination Agreement\nand as of the Closing Date (except to the extent that any such representation and warranty is expressly made as of an earlier date, in\nwhich case such representation and warranty shall be true and correct in all respects (except for *de minimis* inaccuracies) as of\nsuch earlier date); (iii) all other representations and warranties of SPAC being true and correct (without giving effect to any limitations\nas to “materiality” or any similar limitation set forth herein) in all respects on and as of the date of the Business Combination\nAgreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation\nand warranty is expressly made as of an earlier date, in which case such representation and warranty shall be true and correct in all\nrespects as of such earlier date), except where the failure of such representations and warranties to be true and correct, individually\nand in the aggregate has not had a Material Adverse Effect; (iv) SPAC having performed in all material respects its obligations and complied\nin all material respects with the covenants and agreements under the Business Combination Agreement required to be performed or complied\nwith by SPAC on or prior to the Closing Date; (v) the sum of (x) the aggregate cash proceeds available for release from the Trust Account\n(after giving effect to the completion and payment of the Redemption), *plus*(y) the aggregate gross proceeds of any Transaction\nFinancings *minus* (z) the aggregate amount of each party’s Expenses, shall equal or exceed $75,000,000; (vi) each of the Sponsor\nSupport Agreement, the Insider Letter Amendment and the Amended Registration Rights Agreement shall be in full force and effect in accordance\nwith the terms thereof as of the Closing; and (vii) SPAC shall have delivered certain other documents as set forth in the Business Combination\nAgreement.\n\n \n\nUnless waived by SPAC, the\nobligations of SPAC to consummate the Business Combination are subject to the satisfaction of the following closing conditions, in addition\nto customary certificates and other closing deliveries: (i) the representations of NuCube relating\nto capitalization being true and correct in all respects (except for *de minimis* inaccuracies) on and as of the date of the\nBusiness Combination Agreement and as of the Closing Date; (ii) the representations of NuCube relating\nto organization and standing, authorization, non-contravention, capitalization (other than the certain portions of such representation\nin the Business Combination Agreement) and finders and brokers being true and correct (without giving effect to any limitation\nas to “materiality” set forth therein) in all material respects on and as of the date of the Business Combination Agreement\nand as of the Closing Date (except to the extent that any such representation and warranty is expressly made as of an earlier date, in\nwhich case such representation and warranty shall be true and correct in all material respects as of such earlier date); (iii) all other\nrepresentations and warranties of NuCube being true and correct (without giving effect to any limitation as to “materiality”\nor “Material Adverse Effect” or any similar limitation set forth herein) in all respects on and as of the date of the Business\nCombination Agreement and on and as of the Closing Date (except to the extent that any such representation and warranty is expressly made\nas of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date),\nexcept where the failure of such representations and warranties to be true and correct, individually and in the aggregate has not had\na Material Adverse Effect on NuCube; (iv) NuCube having performed in all material respects all of its obligations and complied in all\nmaterial respects with all of its agreements and covenants under the Business Combination Agreement required to be performed or complied\nwith on or prior to the Closing Date; (v) absence of any Material Adverse Effect with respect to NuCube since the date of the Business\nCombination Agreement which is continuing and uncured; (vi) the Company Support Agreement, the Non-Competition Agreement, the Employment\nAgreement, and the Amended Registration Rights Agreement being in full force and effect as of the Closing; (vii) the Preferred Conversion\nshall have been completed; and (viii) NuCube having delivered certain other documents as set forth in the Business Combination Agreement.\n\n \n\n5\n\n \n\n \n\n**Termination**\n\n \n\nThe Business Combination Agreement\nmay be terminated at any time prior to the Closing by either SPAC or NuCube if the Closing does not occur by October 9, 2026, (the “**Outside\nDate**”); provided that if the SPAC obtains, prior to the Outside Date, (i) agreements have been entered into for Transaction\nFinancing in the aggregate gross amount of at least $75,000,000 and (ii) the approval of its shareholders for an extension of the deadline\nby which SPAC must complete its Business Combination, then the Outside Date shall automatically be amended to November 9, 2026; provided\nfurther that this right to terminate the Business Combination Agreement shall not be available to any party if the breach or violation\nby such party or its affiliates of any representation, warranty, covenant or obligation under the Business Combination Agreement was the\ncause of, or resulted in, the failure of the Closing to occur on or before the Outside Date.\n\n \n\nThe Business Combination Agreement\nmay also be terminated under certain other customary and limited circumstances at any time prior the Closing, including, among other reasons:\n(i) by mutual written consent of SPAC and NuCube; (ii) by written notice by either SPAC or NuCube to the other if a governmental authority\nof competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting\nthe Business Combination, and such order or other action has become final and non-appealable; (iii) by NuCube for SPAC’s uncured\nbreach of the Business Combination Agreement, such that the related closing condition would not be met; (iv) by SPAC for NuCube’s\nuncured breach of the Business Combination Agreement, such that the related closing condition would not be met; (v) by SPAC, if there\nshall have been a Material Adverse Effect on NuCube following the date of the Business Combination Agreement which is (or are) not cured\nand continuing; (vi) by NuCube prior to obtaining the approval of the SPAC’s shareholders, if the SPAC Board shall have (x) made\na Change in Recommendation or (y) failed to include the SPAC Board Recommendation in the proxy statement; provided, however,\nthat NuCube shall provide such written notice, if at all, within 72 hours after the occurrence of either (x) or (y) above; (vii) by either\nNuCube or SPAC if SPAC holds the SPAC Special Meeting to approve the Business Combination Agreement and the Business Combination, and\nsuch approval is not obtained; (viii) by either NuCube or SPAC if the NuCube’s meeting to approve the Company Stockholder Approval\nwas held and NuCube’s stockholder approval was not obtained; and (ix) by written notice from SPAC to NuCube, at any time within\n60 days after the Audit Delivery Date, if NuCube has not delivered the Audited Financials prior to the date of such notice of termination.\n\n \n\nIf the Business Combination\nAgreement is terminated, all further obligations of the parties under the Business Combination Agreement (except for certain obligations\nrelated to public announcements, confidentiality, effect of termination, fees and expenses, trust account waiver, and customary miscellaneous\nprovisions) will terminate, and no party to the Business Combination Agreement will have any further liability to any other party thereto\nexcept for liability for fraud or for willful breach of the Business Combination Agreement prior to such termination.\n\n** **\n\n**Fees and Expenses**\n\n** **\n\nAll expenses incurred in connection\nwith the Business Combination Agreement and the Business Combination shall be paid by the party incurring such expenses; provided that\n(i) if the Closing occurs, all expenses incurred by SPAC and NuCube will be paid or reimbursed by SPAC from the Trust Account, the Transaction\nFinancings, or other cash sources available to SPAC at the Closing, (ii) all fees, costs and expenses (including filing fees) under any\napplicable antitrust laws shall be shared equally between the parties, (iii) all fees, costs and expenses (including filing fees and printer\ncosts) in connection with filing the Registration Statement shall be paid by SPAC, and (iv) all fees, costs and expenses (including filing\nfees) in connection with a stock exchange listing application shall be paid by SPAC. If the Closing occurs, the fees in (iii) and (iv)\nshall not count as transaction expenses for purposes of the forfeiture of Founder Shares and Placement Warrants (as defined below) pursuant\nto the Sponsor Support Agreement.\n\n \n\n**Trust Account Waiver**\n\n \n\nEach of NuCube and Seller\nRepresentative agreed that it and its respective affiliates will not have any right, title, interest or claim of any kind in or to any\nmonies in SPAC’s trust account held for its public shareholders, and has agreed not to, and waived any right to, make any claim\nagainst the trust account (including any distributions therefrom).\n\n** **\n\n6\n\n \n\n \n\n**Governing Law**\n\n \n\nThe Business Combination Agreement\nis governed by New York law and, the parties are subject to exclusive jurisdiction of federal and state courts located in New York, New York (and any appellate courts thereof). Notwithstanding the foregoing, the provisions related to the matters set forth in\nthe Business Combination Agreement that relate to the Domestication, and all other provisions therein that are expressly or otherwise\nrequired to be governed by the Laws of the Cayman Islands, shall be exclusively governed by and construed in accordance with the Laws\nof the Cayman Islands.\n\n** **\n\n**Related Agreements**\n\n** **\n\n**Company Support Agreement**\n\n \n\nSimultaneously with the execution\nof the Business Combination Agreement, stockholders of NuCube holding capital stock of NuCube sufficient to approve the adoption of the\nBusiness Combination Agreement and approve the Merger and the other transactions contemplated by the Business Combination Agreement (the\n“**Company Support Stockholders**”) entered into support agreements (each, a “**Company Support Agreement**”),\npursuant to which, among other things, each Company Support Stockholder agreed to vote its shares of capital stock of NuCube (the “**Subject\nStock**”) in favor of the adoption of the Business Combination Agreement, the ancillary documents, the approval of the Business\nCombination, the Preferred Conversion, and any amendments to NuCube’s organizational documents in connection therewith, subject\nto certain customary conditions. Each Company Support Stockholder also agreed to take certain other actions in support of the Business\nCombination Agreement and the Business Combination (and any actions required in furtherance thereof), including executing and delivering\ncertain ancillary documents contemplated by the Business Combination Agreement, and to refrain from taking actions that would adversely\naffect their ability to perform such Company Support Stockholder’s obligations under the Company Support Agreement and each such\nCompany Support Stockholder unconditionally and irrevocably waived any and all pre-emption rights, rights of first offer, rights of first\nrefusal, rights of participation, tag-along rights and all other similar rights that such Company Support Stockholder may have in respect\nof the Business Combination. Each Company Support Stockholder also agreed to be bound by certain non-solicitation restrictions consistent\nwith the Business Combination Agreement and not to transfer their Subject Stock during the period from and including the date of the Company\nSupport Agreement and the first to occur of the date of Closing or the date on which the Company Support Agreement is terminated, subject\nto certain customary exceptions. A copy of the form of the Company Support Agreement is attached as Exhibit 10.1 hereto and is incorporated\nherein by reference.\n\n \n\n**Lock-Up Agreements**\n\n \n\nSimultaneously with the execution\nof the Business Combination Agreement, certain stockholders of NuCube (the “**Lock-Up Holders**”) entered into lock-up\nagreements (each, a “**Lock-Up Agreement**”), pursuant to which each Lock-Up Holder agreed not to (i) lend, offer,\npledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or\ncontract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares\nof SPAC Common Stock other than shares of SPAC Common Stock and shares of SPAC Common Stock issuable upon the exercise of warrants acquired\nby such Lock-Up Holder for value in the public markets and not pursuant to the Business Combination, (ii) enter into any swap or other\narrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares of SPAC Common\nStock, or (iii) publicly disclose (other than in compliance with the Amended Registration Rights Agreement (as defined below)) the intention\nto do any of the foregoing, for a period commencing from the Closing and ending on the date that is 180 days after the Closing Date (subject\nto early release on the earlier upon (x) the date on which the volume-weighted average trading price of the SPAC Common Stock quoted on\nNasdaq (or such other exchange on which the SPAC Common Stock may then be listed) is greater than or equal to $12.50 for any 20 trading\ndays within any 30 trading day period beginning after the Closing and (y) subsequent to the Closing, the date on which SPAC consummates\na liquidation, merger, share exchange, reorganization or other similar transaction that results in all of its stockholders having the\nright to exchange their shares for cash, securities, or other property), subject to certain customary transfer exceptions. A copy of the\nform of the Lock-Up Agreement is attached as Exhibit 10.2 hereto and is incorporated herein by reference.\n\n* *\n\n7\n\n \n\n \n\n**Sponsor Support Agreement**\n\n \n\nSimultaneously with the execution\nof the Business Combination Agreement, SPAC, NuCube and Launch Two Sponsor, LLC (the “**Sponsor**”), entered into\na support agreement (the “**Sponsor Support Agreement**”), pursuant to which the Sponsor agreed, among other things,\nto (A) waive its anti-dilution rights with respect to the Class B ordinary shares of SPAC (the “**Founder Shares**”)\nheld by the Sponsor; and (B) vote all of the SPAC’s ordinary shares held by it in favor of (i) the Business Combination Agreement\nand the Business Combination (ii) each other proposal included in the proxy statement for the SPAC Special Meeting and for which SPAC\nBoard has recommended that the SPAC shareholders vote in favor and against any competing transaction. In addition to the foregoing, the\nSponsor Support Agreement prevents transfers of the securities of SPAC held by the Sponsor between the date of the Sponsor Support Agreement\nand its termination, subject to certain limited exceptions.\n\n \n\nAdditionally, Sponsor agreed that, to the extent SPAC’s Expenses,\nless any deferred underwriting fee payable to the underwriter of SPAC’s initial public offering and any fees payable to placement\nagents, investment banks, advisors or arrangers in connection with Transaction Financings exceed $5,000,000, Sponsor will immediately\nprior to the Closing irrevocably transfer to SPAC, surrender and forfeit for no consideration a number of Founder Shares and private placement\nwarrants held by the Sponsor (the “**Placement Warrants**”) equal in value to such excess amount (with such shares\nand warrants valued based on the Reference Price). A copy of the Sponsor Support Agreement is attached as Exhibit 10.3 hereto and is incorporated\nherein by reference.\n\n* *\n\n**Non-Competition and Non-Solicitation Agreement**\n\n \n\nSimultaneously with the execution\nand delivery of the Business Combination Agreement, Mr. Cristian Rabiti, the chief executive officer of NuCube, entered into a Non-Competition\nand Non-Solicitation Agreement (the “**Non-Competition Agreement**”) in favor of SPAC and the Company (the “**Covered\nParties**”), pursuant to which the Mr. Rabiti will agree for a period of 18 months after the Closing Date not to compete with\nthe Covered Parties and not to solicit the employees and customers of the Covered Parties, subject to the limitations set forth in the\nNon-Competition Agreement. Mr. Rabiti will also agree not to disparage the Covered Parties and to customary confidentiality requirements.\nA copy of the Non-Competition Agreement is attached as Exhibit 10.4 hereto and is incorporated herein by reference.\n\n \n\n**Insider Letter Amendment**\n\n \n\nSimultaneously with the execution\nof the Business Combination Agreement, SPAC, Sponsor and the directors and officers of SPAC entered into an amendment (the “**Insider\nLetter Amendment**”) to that certain letter agreement, dated as of October 7, 2024 (the “**Insider Letter**”).\nPursuant to the Insider Letter Amendment, the parties agreed, effective upon the Closing, to amend certain provisions of the Insider Letter\nto provide that the lock-up provisions applicable to the SPAC Common Stock exchanged for SPAC Class B Ordinary Shares (the “**Founder\nShares**”) in the Merger shall be amended such that the applicable lock-up period shall commence from the Closing and end\non the date that is 180 days after the Closing Date (subject to early release on the earlier upon (x) the date on which the volume-weighted\naverage trading price of the SPAC Common Stock quoted on Nasdaq (or such other exchange on which the SPAC Common Stock may then be listed)\nis greater than or equal to $12.50 for any 20 trading days within any 30 trading day period beginning after the Closing and (y) subsequent\nto the Closing, the date on which SPAC consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction\nthat results in all of its stockholders having the right to exchange their shares of SPAC Common Stock for cash, securities, or other\nproperty), subject to certain customary transfer exceptions. The foregoing description of the Insider Letter Amendment is qualified in\nits entirety by reference to the full text of the Insider Letter Amendment, a copy of which is attached hereto as Exhibit 10.5\nand incorporated herein by reference.\n\n* *\n\n8\n\n \n\n \n\n**Amended and Restated Registration Rights\nAgreement**\n\n* *\n\nPrior to the Closing, SPAC,\nthe Sponsor and certain stockholders of NuCube will enter into an amended and restated registration rights agreement (the “**Amended\nRegistration Rights Agreement**”) that will amend and restate the registration rights agreement entered into at the time of\nSPAC’s initial public offering, pursuant to which such stockholders of the Company, along with certain existing shareholders of\nSPAC, will be entitled to customary demand and piggyback registration rights. A copy of the form of Amended Registration Rights Agreement\nis attached as Exhibit 10.6 hereto and is incorporated herein by reference.\n\n \n\n*The Business Combination\nAgreement and other agreements described above have been included to provide investors with information regarding their respective terms.\nThey are not intended to provide any other factual information about SPAC, NuCube, or the other parties thereto. In\nparticular, the assertions embodied in the representations and warranties in the Business Combination Agreement were made as of a specified\ndate, are modified or qualified by information in one or more confidential disclosure schedules prepared in connection with the execution\nand delivery of the Business Combination Agreement, may be subject to a contractual standard of materiality different from what might\nbe viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations\nand warranties in the Business Combination Agreement are not necessarily characterizations of the actual state of facts about SPAC, NuCube\nor the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the other information\nthat SPAC makes publicly available in reports, statements and other documents filed with the SEC. SPAC and NuCube investors and securityholders\nare not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties,\ncovenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to\nthe Business Combination Agreement.*\n\n* *\n\n*The\nforegoing descriptions of agreements and the transactions and documents contemplated thereby are not complete and are subject to and qualified\nin their entirety by reference to the Business Combination Agreement, form of Company Support Agreement, form of Lock-Up Agreement, Sponsor\nSupport Agreement, Non-Competition Agreement, Insider Letter Amendment and form of**Amended Registration Rights Agreement,\ncopies of which are filed with this Current Report on Form 8-K as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, and\nthe terms of which are incorporated by reference herein.*"}