Starlink AI Acquisition Corp

Concurrently with the execution of the Business Combination Agreement, (i) certain shareholders of Spider Digital entered into a Company Shareholders Support Agreement with PubCo, Spider Digital and OTAI, pursuant to which such shareholders agreed, among other things, to vote in favor of the Business Combination Agreement and the transactions contemplated thereby and against alternative transactions, and not to transfer their shares prior to the closing, and (ii) the Sponsor entered into a Sponsor Support Agreement with OTAI, Spider Digital and PubCo, pursuant to which the Sponsor agreed, among other things, to vote its OTAI shares in favor of the Business Combination, not to redeem its shares, and to the treatment of the Sponsor Loan described above.

Prior to the Second Merger Effective Time (as defined in the Business Combination Agreement), PubCo will enter into (a) a Registration Rights Agreement with the Sponsor and certain shareholders of Spider Digital, providing customary demand and shelf registration rights, and (b) Lock-up Agreements with the Sponsor, Spider Digital’s founder and each director, officer and greater-than-10% shareholder of Spider Digital, pursuant to which, among other things, each such holder will agree not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, with respect to fifty percent (50%) of the aggregate number of PubCo Ordinary Shares, including any rights, options, warrants or other securities convertible into or exercisable or exchangeable for any PubCo Ordinary Shares and any PubCo Ordinary Shares issuable upon the exercise of any such securities, for six months following the Second Closing, subject to early release if the volume-weighted average price of the PubCo Ordinary Shares equals or exceeds $12.00 per share for 20 trading days within any 30 consecutive trading days commencing at least 150 days after the Second Closing (as defined in the Business Combination Agreement), and to other customary exceptions.

The foregoing descriptions of the Business Combination Agreement, the Company Shareholders Support Agreement, the Sponsor Support Agreement, the Registration Rights Agreement and the Lock-up Agreement do not purport to be complete and are qualified in their entirety by the full text of such agreements, copies of or forms of which are filed as Exhibits 2.1, 10.1, 10.2, 10.3 and 10.4 hereto, respectively, and are incorporated herein by reference.

The Business Combination Agreement contains representations and warranties made by the parties solely for the benefit of each other as of specified dates; they are qualified by disclosure letters exchanged by the parties, may be subject to standards of materiality that differ from those applicable to investors, and were made for the purpose of allocating contractual risk rather than establishing matters of fact. Investors should not rely on them as characterizations of the actual state of facts of OTAI, Spider Digital, PubCo, Merger Sub I or Merger Sub II.