Starlink AI Acquisition Corp

The obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of customary closing conditions, including, among others: approval by OTAI’s shareholders and by Spider Digital’s shareholders; the effectiveness under the Securities Act of 1933, as amended (the “Securities Act”), of a registration statement on Form F-4 to be filed by PubCo (the “Registration Statement”); approval of PubCo’s listing application by the New York Stock Exchange; the absence of legal restraints; delivery by Spider Digital of audited financial statements meeting applicable SEC requirements; the absence of a material adverse effect with respect to either party; and OTAI having at least $5,000,001 of net tangible assets upon the closing of the Second Merger. The Business Combination Agreement does not include a minimum cash condition, and the completion of any Transaction Financing (as described below) is not a condition to the consummation of the Business Combination.

Other conditions to OTAI’s obligations to consummate the Mergers include (i) the Company Fundamental Representations (as defined in the Business Combination Agreement) being true and correct in all material respects at and as of the First Closing Date and the Second Closing Date (except with respect to such representations and warranties which speak as to an earlier date, which shall be true and correct in all respects at and as of such date), (ii) each of the covenants of PubCo, Merger Sub I, Merger Sub II (“Acquisition Entities”) and Spider Digital, to be performed as of or prior to the First Closing or the Second Closing (as the case may be) having been performed in all material respects, (iii) each of Spider Digital and the Acquisition Entities having delivered to OTAI a certificate certifying that certain conditions specified in the Business Combination Agreement have been fulfilled, and (iv) OTAI having received all Transaction Documents (as defined in the Business Combination Agreement) duly executed and delivered by the Company and the Acquisition Entities.

Other conditions to the obligations of Spider Digital and the Acquisition Entities to consummate the Mergers include (i) the Acquiror Fundamental Representations (as defined in the Business Combination Agreement) being true and correct in all material respects at and as of the First Closing Date and the Second Closing Date (except with respect to such representations and warranties which speak as to an earlier date, which shall be true and correct in all respects at and as of such date), (ii) each of the covenants of OTAI to be performed as of or prior to the First Closing or the Second Closing (as the case may be) having been performed in all material respects, (iii) OTAI having delivered to PubCo a certificate certifying that certain conditions specified in the Business Combination Agreement have been fulfilled, and (iv) Spider Digital having received all Transaction Documents (as defined in the Business Combination Agreement) duly executed and delivered by OTAI and its affiliates, including the Sponsor.