Fee Reduction Agreement, dated April 12, 2023, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters

Cantor will forfeit sixty-six and 94/100 percent (66.94%), or $5,670,000, of its 70% share of the aggregate $12,100,000 Deferred Fee (such 70% share equaling $8,470,000) that would otherwise be payable to Cantor pursuant to the Underwriting Agreement. Of such remaining Deferred Fee of $2,800,000 owed to Cantor, it shall be payable to Cantor seventy-one and 43/100 (71.43%) in cash or $2,000,000, and the remainder in shares of the Company at a price of $10.00 per share;

Odeon will forfeit sixty-six and 94/100 percent (66.94%), or $2,430,000, of its 30% share of the aggregate $12,100,000 Deferred Fee (such 30% share equaling $3,630,000) that would otherwise be payable to Odeon pursuant to the Underwriting Agreement. Of such remaining Deferred Fee of $1,200,000, it shall be payable to Odeon seventy-one and 43/100 (71.43%) in cash or $857,142, and the remainder in shares of the Company at a price of $10.00 per share; and

Notwithstanding the foregoing, if the Company enters into a business combination with a target at a pre-money valuation above $100 million dollars, such forfeiture requirement for each of Cantor and Odeon will be reduced to no less than fifty percent (50%) for Cantor and fifty percent (50%) for Odeon by the Company, and each of the Company and Cantor (on behalf of the Underwriters) will use commercially reasonable efforts to agree on a revised split between cash and shares of the Company for the deferred fee with no less than $2,000,000 cash paid to Cantor and no less than $857,142 in cash paid to Odeon as outlined in sections 1A and 1B.

Each of the Company and Cantor will, upon request of the other, execute such other documents, instruments or agreements as may be reasonable or necessary to effectuate the agreements set forth herein.