DocuSign Envelope ID: FAD57C75-291B-4BA8-8B8F-6234E3ECDE75

CONFIDENTIAL

July 8, 2021

20cube logistics pte ltd

1 Phillip Street #03-01
Royal One Phillip, Singapore
Attention: Mahesan Niruttan

Dear Mr. Niruttan:

We look forward to working with 20cube logistics pte ltd (together with its subsidiaries and affiliated entities (if any), the
“Company”), as the Company’s exclusive financial advisor in connection with a proposed SPAC Transaction (as
defined below). This letter agreement (this “Agreement”) sets forth the terms of the Company’s engagement of
Drake Star Securities LLC (“Drake Star”) for this assignment.

1. Services.

(a) During the Term of this Agreement, Drake Star will perform such of the following financial
advisory services (the “Services”) on the Company’s behalf as the Company may reasonably
request in connection with a potential SPAC Transaction and one or more potential Acquisition
Transactions (as defined below):

SPAC TRANSACTION SERVICES

(i) Familiarize itself with the financial condition and business of the Company and advise
and assist the Company in considering the desirability of effecting a SPAC Transaction.

(ii) Assist the Company in preparing a memorandum and/or other marketing and
information materials (based on information supplied by, or on behalf of, the Company
and on other information and other information from generally recognized public
sources) for distribution to potential participants in a SPAC Transaction (each, an
“Acquirer”), describing the Company, its business and financial condition.

(iii) Assist the Company in identifying and, subject to the prior approval of the Company,
contacting potential Acquirers to ascertain their interest in a SPAC Transaction.

(iv) Assist the Company in developing and maintaining a data room for posting, storing and
making available to third parties, information and documents regarding the Company to
be shared with potential Acquirers in connection with a SPAC Transaction.

(v) Advise the Company as to the structure of the SPAC Transaction, including performing
valuation analyses with respect to any non-cash consideration. Advise and assist the
Company in (A) coordinating and evaluating indications of interest and proposals

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regarding a SPAC Transaction, (B) the negotiation of the financial aspects of a SPAC
Transaction, and (C) facilitating the consummation of a SPAC Transaction.

(vi) Provide such other financial advisory and investment banking services as may be
mutually agreed upon which are reasonably necessary or advisable to accomplish the
foregoing.

BUYSIDE SERVICES

(vii) Familiarize itself with the financial condition, business, assets and liabilities of the
Targets (as defined below) and advise and assist the Company in considering the
desirability of the Acquisition Transactions.

(viii) Advise the Company as to the structure and financial terms of, and negotiation strategy
for, the Acquisition Transactions, including performing valuation, bidding strategy and
other analyses related to such advice.

(ix) Assist the Company in the negotiation and consummation of one or more Acquisition
Transactions.

(x) Provide such other financial advisory and investment banking services as may be
mutually agreed upon which are reasonably necessary or advisable to accomplish the
foregoing.

(b) To the extent Drake Star is requested by Company to perform any financial advisory, investment
banking or other Services under Section 1(a)(vi) which are not expressly described in Sections
1(a)(i) through 1(a)(v) above or under Section 1(a)(x) which are not expressly described in
Sections 1(a)(vii) through 1(a)(ix) above (such as providing fairness opinions, tax advisory
services or executive recruitment, etc.), the fees for such Services will be mutually agreed upon
by Drake Star and the Company in writing, in advance, depending on the level and type of
Services required, and shall be in addition to the other fees and expenses described in this
Agreement. If Drake Star is called upon to render Services involving litigation (other than a
dispute between the parties) directly or indirectly relating to the subject matter of this
Agreement (including, but not limited to, producing documents, answering interrogatories,
giving depositions, giving expert or other testimony, and whether by subpoena, court process or
order, or otherwise), the Company shall pay Drake Star’s then-current hourly rates for the
persons involved by the time expended in rendering such Services, including, but not limited to,
time for meetings, conferences, preparation and travel, and all related reasonable out-of-pocket
costs and expenses, and the reasonable legal fees and expenses of Drake Star’s legal counsel
incurred in connection therewith.

(c) It is understood that Drake Star’s involvement in any Transaction is strictly on a best efforts basis
and that the consummation of any such transaction will be subject to, among other things,
market conditions, satisfactory completion of due diligence, the absence of adverse changes to
the Company’s business or financial condition and other conditions that may be deemed
appropriate for transactions of such nature.

(d) The Company acknowledges that (i) the duties of Drake Star will not include legal, accounting,
regulatory or other professional advice or services not expressly described herein, which shall be
procured by the Company at its own expense, (ii) it is not relying on the advice of Drake Star
with respect to any such matters, and (iii) the Company will rely on the advice of its own
professionals
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and advisors with respect to such matters and it will make an independent analysis and decision
regarding any Transaction based on such advice.

(e) The term “SPAC Transaction” shall mean any transaction or series of transaction whereby the
Company undergoes, participates in or is the subject of, any merger, consolidation,
reclassification, reorganization, equity investment, tender or exchange offer, leveraged buyout,
acquisition, sale, or exchange of, any equity interests in the Company, in each case, with a
counterparty that is a special purpose acquisition company (such party, a “SPAC”) whose equity
securities are listed on a recognized United States stock exchange or their respective equivalents
in the United Kingdom and Europe, or in other jurisdictions in which the parties agree, in writing,
to have Drake Star reach out to potential Acquirers.

(f) The term “Acquisition Transaction” shall mean any transaction or series or combination of
transactions pursuant to which the Company acquires an ownership interest in the equity
and/or assets of a Target, whether by way of a merger, consolidation, business combination,
recapitalization, reorganization, restructuring, tender or exchange offer, purchase or
investment, leveraged buyout, partnership, joint venture, acquisition or lease of assets, or any
other similar transaction involving the Company and the Target or any of its affiliates.

(g) The term “Target” shall mean any company, companies or entities (i) identified by Drake Star
during the Term as a potential acquisition candidate which the Company approved Drake Star to
contact in connection with a potential Acquisition Transaction, or (ii) which the Company
identified as a potential acquisition candidate and with respect to which Drake Star provided, at
the request of the Company, assistance to the Company in the structuring or negotiation of a
potential Acquisition Transaction with such entity during the Term.

(h) The term “Transaction” shall mean either a SPAC Transaction or Acquisition Transaction.

(i) If during the Term a financing or investment by a PIPE is contemplated in connection with a
SPAC Transaction, the Company and Drake Star shall discuss whether the Company desires for
Drake Star to approach any parties to refer them to the underwriters running such PIPE related
engagement and, if so, to discuss appropriate compensation for any such requested action.

The Company shall have no obligation hereunder to pursue or to complete any Transaction, and may at any time
in its sole discretion discontinue negotiations or otherwise withdraw from pursuing any Transaction.

2. Exclusive Engagement of Drake Star. The Company hereby appoints, engages and retains Drake Star as
the Company's exclusive financial advisor to provide financial advisory services as outlined in this
Agreement with respect to a Transaction, and Drake Star accepts such appointment and engagement,
pursuant to the terms and subject to the conditions set forth in this Agreement. The Company agrees that
during the Term (as defined below) , neither it nor any of its affiliates shall hire, authorize to perform or
otherwise engage any other financial advisor, investment banker, consultant or other representative or service
provider to provide the same or similar Services (as defined above) as those to be provided by Drake Star
hereunder with respect to a potential Transaction. Without limiting the foregoing, if a Transaction is
consummated without the assistance of Drake Star but with respect to which Drake Star would otherwise be
entitled to compensation in accordance with the terms hereof, Drake Star will be entitled to receive the same
compensation as to which it would otherwise be entitled if such transaction had been consummated with
the assistance of Drake Star. In order to coordinate the efforts to effect a SPAC Transaction satisfactory to the
Company, the Company agrees that neither it, nor its controlling equity holders or other affiliates, nor its
management will initiate any discussions regarding such a

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transaction during the Term except through Drake Star. In the event the Company, its controlling equity
holders or other affiliates, or its management receive any inquiry regarding such a transaction during the
Term, the Company will promptly inform Drake Star of such inquiry so that it can evaluate such party and
its interest in such a transaction, and assist the Company in any resulting negotiations. Notwithstanding the
foregoing, Drake Star acknowledges and agrees that the Company has undertaken work, and expects to
continue to work, toward a listing and associated initial public offering of its shares, that the Services and this
Agreement do not relate to such listing and associated initial public offering and that the Company may
hire other financial advisers with respect to such listing and associated initial public offering. Drake Star
agrees that, during the Term, it will not perform, or enter into an engagement to perform, services
substantially similar to the Services listed in Section 1(a)(i) through 1(a)(v) related to a potential acquisition
by, or sale to, a SPAC, in each case, with a company whose principal business is freight forwarding and
logistics.

3. Term. Drake Star’s engagement shall begin on the date of this Agreement and may be terminated with
or without cause by the Company or by Drake Star by written notice to the other, at any time and without
liability or continuing obligation to the Company or to Drake Star. No termination of this Agreement shall
affect Drake Star’s right to reimbursement for expenses incurred by Drake Star through the effective date of
termination or any other obligation of the Company to pay fees or other compensation payable to Drake
Star in accordance with the terms hereof, which obligations shall survive any such termination by the
Company. The Company and Drake Star agree that the provisions relating to confidentiality, governing law,
waiver of the right to trial by jury and the Company’s continuing obligation to indemnify Drake Star and
certain related persons as provided in Exhibit A hereto shall survive any termination.

4. Compensation.

(a) Transaction Fees: The Company shall pay Drake Star a Retainer Fee, SPAC Transaction Fee and
Acquisition Transaction Fee (collectively, the “Transaction Fees”) as outlined below. All
Transaction Fees payable hereunder are nonrefundable. Drake Star shall not be liable for, or
have its compensation reduced by, any obligation incurred by the Company or any other party for
services in connection with a Transaction. All monetary obligations hereunder shall be payable in US
Dollars.

(i) Retainer Fee: The Company shall pay Drake Star a non-refundable cash fee (the
“Retainer Fee”) equal to $100,000 payable (i) $25,000 upon execution of this
Agreement, and (ii) 25,000 per month due upon the first three monthly anniversaries of
the date of the execution of this Agreement. The Retainer Fee shall be fully earned
notwithstanding any early termination hereof. The total amount of Retainer Fees paid
will be credited against and reduce dollar-for-dollar the amount of the first SPAC
Transaction Fee, Acquisition Transaction Fee, or Break-Up Fee that becomes payable
hereunder.

(ii) SPAC Transaction Fee: If during the Term or the Tail Period, the Company
consummates, or enters into a binding written agreement to consummate, a SPAC
Transaction and such SPAC Transaction is subsequently consummated, the Company
shall pay to Drake Star, in addition to the other amounts payable hereunder, a cash fee
(the “SPAC Transaction Fee”), which SPAC Transaction Fee shall be payable in full at the
initial closing of a SPAC Transaction, in an amount equal to the sum of (i) 1.00% of the
enterprise value of the SPAC as implied by the average closing public market price of the
SPAC’s securities on the five (5) trading days immediately preceding the closing of the
SPAC Transaction (such enterprise value the “EV”) up to an EV of $1 billion, plus (ii)
1.50% of any incremental EV in excess of $1 billion.

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(iii) Acquisition Transaction Fee: If during the Term or the Tail Period (whether closed prior
to or after the closing of any SPAC Transaction), the Company consummates, or enters
into an agreement to consummate, an Acquisition Transaction, and which Acquisition
Transaction is consummated, the Company shall pay to Drake Star, in addition to the
other amounts payable hereunder, a cash fee (the “Acquisition Transaction Fee”) upon
the closing of each Acquisition Transaction, which Acquisition Transaction Fee shall be
payable in full (subject to Section 4(b)) at the initial closing of each such Acquisition
Transaction, in an amount equal to the greater of (i) $500,000, and (ii) two percent
(2.00%) of the Aggregate Consideration of such Acquisition Transaction.

(iv) Break-Up Fee: If following or in connection with the termination or abandonment of a

potential Transaction, the Company or any affiliate of the Company receives or is
entitled to receive a so-called “break-up,” “reverse break-up,” “termination” or
“topping” fee or any similar form of compensation, or obtains or is entitled to obtain
any profit resulting from any option or profit sharing arrangement on any debt or equity
securities (whether newly issued, treasury or outstanding) or assets of the Acquirer (a
“Break-Up Fee”), Drake Star shall be entitled to a cash advisory fee equal to 15.00% of
the gross value of such Break-Up Fee (including without limitation, but without
duplication, any amount characterized as an expense reimbursement), payable
promptly following the Company’s receipt of such Break-Up Fee.

(b) Aggregate Consideration: The term “Aggregate Consideration” shall mean, with respect to a
particular Acquisition Transaction, the gross value of all cash, securities (including but not
limited to, common stock, convertible securities, options, warrants and stock appreciation
rights, whether or not vested), assumed debt (including, without limitation, the face value of
promissory notes, letters of credit, standby letters of credit, capitalized leases, third party
guarantees, and installment payments and deferred revenue) and other property paid directly
or indirectly (including amounts paid into escrow) by the Company to the Target, its security
holders, affiliates or employees (including, without limitation, amounts payable under above-
market consulting agreements, employment agreements, services agreements, equity incentive
plans or similar arrangements and then only to the extent above market) in connection with an
Acquisition Transaction, including (1) cash and other consideration paid to the Target’s
shareholders other related parties via a dividend other distribution, plus (2) the fair market
value of debt, liabilities or preferred equity assumed, refinanced, retired or defeased (directly or
indirectly) as part of the Acquisition Transaction, and (3) including the value of any residual
interest in Target which is retained by equity holders in connection with a recapitalization.
Aggregate Consideration shall also include, without duplication, the aggregate amount of any
cash dividends or other distributions that are outside the ordinary course of business and are
declared by Target, as applicable, after the date hereof, and amounts paid by or to be paid by
the Target or its affiliates, as applicable, to repurchase any of its securities outstanding on the
date hereof, in each case in connection with an applicable Acquisition Transaction; if an
Acquisition Transaction takes the form of a sale of assets, (i) the value of any current assets not
purchased, minus (ii) the value of any current liabilities not assumed; in the event that any real
property or intellectual property of Target or affiliates and/or equity holders of Target, is leased
or licensed in connection with an Acquisition Transaction, the present value of any payments
under the lease or license where such present value is calculated using a discount rate equal to
5.0% ; to the extent any options or puts are granted with respect to an Acquisition Transaction
(and, for clarity, not including customary rights in a shareholders agreement or the equivalent
providing for pre-emptive rights, rights of

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first offer or first refusal on transfers, and drag-along and tag-along rights) and consideration
would be received by an equity holder of Target, with respect thereto upon exercise, such
consideration shall be added to the Aggregate Consideration upon such grant, provided that no
such amount shall be added to Aggregate Consideration with respect to such grant or any
exercise thereof to the extent that the value of any equity covered or represented thereby has
already been added to Aggregate Consideration as per Section 4(b)(3) above; if the proceeds of
an Acquisition Transaction include securities, the value of any such securities shall be
determined as follows: (A) the value of securities that are freely traded in an established public
market will be determined on the basis of the average closing market price of such securities on
the three (3) trading days immediately preceding the consummation of the Acquisition
Transaction; provided that, if a different valuation is used under the applicable Acquisition
Transaction documents, such valuation shall be used, so long as such valuation is intended to be
reflective of a fair market value;
(B) the value of securities that are not freely tradable or have no established public market, and
the value of consideration that consists of other property, shall be equal to the value as stated in
any Acquisition Transaction documentation, so long as that valuation is intended to be reflective
of a fair market value, and if no such value is provided for in the Acquisition Transaction
documentation, such value shall be equal to the current fair market value of the consideration
received as agreed to by Drake Star and the Company, as of the day prior to the date of the
initial closing (or as of the day prior to such later date on which a contingent payment is made).
In the event an Acquisition Transaction is consummated involving multiple closings, the
aggregate consideration paid or payable in all such closings shall be included for purposes of
determining Aggregate Consideration, and Acquisition Transaction Fees due to Drake Star shall
be payable at the time(s) such closings occur. Other than amounts paid into escrow, contingent
consideration to be received or receivable by the Target, its security holders, affiliates or
employees (including, without limitation, under above-market arrangements as described
above), such as deferred performance-based payments, earn-outs or other payments based on
achieving milestones, targets or other events (including any such payments to be received upon
the consummation of contingent subsequent closings), shall be deemed received, and the
related fees due to Drake Star shall become due, only when such contingent consideration is
actually received by the Target; provided that, any contingent or other deferred consideration,
in each case, which is contingent solely upon the mere passage of time shall be deemed
received on, and the related fees due to Drake Star shall become due upon, the initial closing of
such Acquisition Transaction. The calculation of Aggregate Consideration shall not take into
account or be reduced by, any obligation incurred by the Target or any other party for services
rendered in connection with an Acquisition Transaction.

(c) Tail Period: The Company and Drake Star agree that Drake Star shall be entitled to Transaction
Fees pursuant to this Agreement with respect to any SPAC Transaction or Acquisition
Transaction (whether closed prior to or after the closing of any SPAC Transaction) actually
consummated or for which any binding written agreement to consummate such a transaction
was entered into, in either case, (i) during the Term of this Agreement or (ii) at any time within
twelve (12) months after the date of any termination by the Company or expiration of this
Agreement (the “Tail Period”), provided that, in the case of a SPAC Transaction or Acquisition
Transaction in respect of which a binding written agreement was entered into prior to the end
of the Tail Period, such SPAC Transaction or Acquisition Transaction actually closes.

5. Other Investment Banking Services. If during the Term, the Company desires to pursue (i) any
transaction or series or combination of transactions other than a SPAC Transaction whereby the
Company

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undergoes, participates in or is the subject of, any merger, consolidation, reclassification, reorganization,
majority investment, tender or exchange offer, leveraged buyout, formation of a joint venture or other
business partnership, acquisition, sale, lease, license or exchange of, all or a substantial portion of, the
Company’s equity interests, assets, businesses or divisions or (ii) a proposed private placement, public
offering, Rule 144A offering, PIPES transaction or other financing transaction with respect to one or
more classes or series of the Company’s securities (collectively, each of the foregoing, an “Alternative
Transaction”), before the Company retains another investment bank in connection with such effort, the
Company and Drake Star shall discuss the possibility of the Company engaging Drake Star in connection
with such Alternative Transaction and any potential success fees related to such potential engagement.
The Company shall not be required to provide any confidential information to Drake Star about a
proposed Alternative Transaction, unless the Company engages Drake Star for such engagement.

6. Expense Reimbursement. Whether or not a Transaction is completed, the Company agrees to promptly
reimburse Drake Star for all of its reasonable out-of-pocket expenses and costs incurred in connection with this
engagement, including but not limited to, travel, accommodations, telephone (including long-distance and
mobile telephone calls and data charges), data processing, research, supplies, copying, printing and
courier services. Expense reimbursement for general office expenses including telephone, research,
supplies, copying and printing will be subject to a flat $500 per month charge. Except as contemplated by the
provisions contained in Exhibit A hereto, such expenses shall not include, without the Company’s prior
consent, (i) any fees or expenses for the retention of consultants or other persons who are not employees
of Drake Star, (ii) any single expense in excess of $2,500, or (iii) total expenses in excess of $25,000. During
the Term of this Agreement, expenses will be invoiced monthly by Drake Star and are payable upon
receipt.

7. Indemnity; Interest. Recognizing that Drake Star, in providing the Services contemplated hereby (and
any other services mutually agreed to by the parties), will be acting as a representative of and relying on
information provided by, the Company, the Company agrees to the provisions of Exhibit A hereto which
provide for certain indemnification by the Company of Drake Star and certain related persons. Such
indemnification is an integral part of this Agreement and the terms thereof are incorporated by reference
herein. Such indemnification obligations shall survive any termination, expiration or completion of Drake
Star’s engagement hereunder and the Term of this Agreement. The Company shall use reasonable efforts
to cause any binding agreements with Acquirers, surviving companies, and any other successors and
assignees to include exculpation and indemnification provisions in favor of Drake Star which are comparable
to the foregoing and are binding on such persons. The provisions of Exhibit A shall be binding on the
successors and assigns of the parties hereto and of the Indemnified Parties (as defined in Exhibit A),
specifically including (without limitation) the continuing entity(ies) after any transaction and any
successor thereto whether by subsequent merger, consolidation or transfer of all or a substantial part of
the assets or business of the Company or such continuing entity. In no event, regardless of the legal
theory advanced, shall Drake Star or any of the other Indemnified Persons be responsible to Company or
any other person or entity, other than for its fraud, bad faith, willful misconduct or gross negligence. The
Company acknowledges that Drake Star is not acting in a fiduciary capacity with respect to the Company
and that Drake Star is not assuming any duties or obligations other than those expressly set forth in this
Agreement. Drake Star will not be responsible for the underlying business decision of the Company to effect
any transaction or for the advice or services provided by any of the Company’s other advisors or
consultants. Without limiting the provisions of this paragraph or Exhibit A, if Drake Star brings an action
or proceeding directly or indirectly based upon this Agreement or the matters contemplated hereby, Drake
Star shall be entitled to recover, in addition to any other appropriate amounts, its reasonable costs and
expenses in connection with such action or proceeding, including, but not limited to, reasonable attorneys'
fees and court costs.

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8. Use of Information.

(a) The Company shall furnish or otherwise make available to Drake Star all information concerning
the business, operations, properties, prospects and financial condition of the Company that
Drake Star requests in connection with the rendering of Services hereunder, and shall provide
Drake Star with reasonable access to the Company’s officers, directors, employees, independent
accountants and other advisors and agents as Drake Star shall deem appropriate.

(b) The Company recognizes and confirms that in performing the Services, Drake Star will use and
rely upon the information provided by or on behalf of the Company and its advisors and agents
and on publicly available information, including, without limitation, any financial information,
forecasts or projections. It is understood that in performing the Services, Drake Star may
assume and rely upon the accuracy and completeness of, and is not assuming any responsibility
for the independent investigation or verification of, such publicly available information or the
information so furnished. It is also understood that Drake Star is not required to conduct a
physical inspection of any of the properties or assets of the Company and is not assuming any
responsibility for conducting or obtaining any independent valuation or appraisal of any of the
assets or liabilities of the Company. With respect to any financial forecasts and projections
made available to Drake Star by the Company and used by Drake Star in its analysis, Drake Star
shall be entitled to assume that such forecasts and projections have been reasonably prepared
on bases reflecting the best currently available estimates and judgments of the management of
the Company as to matters covered thereby.

(c) The Company agrees that all information furnished to Drake Star in connection with this
Agreement shall be accurate in all material respects at the time provided. The Company shall
promptly notify Drake Star in writing if the Company learns of any material inaccuracy or
misstatement in, or any material omission from, any such information furnished by the
Company or any of their agents or advisors to Drake Star or of any such publicly available
information.

9. Confidentiality.

(a) The Company agrees that the terms and existence of this Agreement and any advice or other
information, written or oral, provided by Drake Star pursuant to this Agreement will be treated
by the Company as confidential information of Drake Star, will be solely for the information and
assistance of the Company in connection with its consideration of a Transaction, as applicable,
and will not be used, circulated, quoted or otherwise referred to for any other purpose, nor will
it be filed with, included in or referred to, in whole or in part, in any registration statement,
proxy statement or any other communication, whether written or oral, prepared, issued or
transmitted by Company or any affiliate, director, officer, employee, agent or representative of
any thereof, without, in each instance, Drake Star’s prior written consent. Notwithstanding the
foregoing, the Company shall be permitted to disclose the foregoing information (i) if such
information is required by law, regulation, judicial or governmental order, subpoena or other
legal or regulatory process or is requested or required by any governmental authority or
regulatory agency, (ii) to the Company’s accounting, tax and legal advisors assisting the
Company in connection with a Transaction, provided that the Company shall ensure such
entities comply with the disclosure and use provisions of this Agreement, (iii) to the Company’s ,
employees who need to know such information in connection with a potential Transaction, (iv) if
such information becomes publicly available through no breach of this Agreement by the
Company or any of its officers, employees or agents, and (v) in connection with any action or
proceeding or exercise of remedies related to

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this Agreement or any contemplated Transaction. The Company acknowledges that any service,
information or advice provided by Drake Star to the Company in connection with this
engagement is for the confidential use of the Board of Directors and senior management of the
Company and may not be disclosed to any other employees or to any third party or referred to
publicly (except as set forth in the preceding sentence) without Drake Star’s prior written
consent or except as may otherwise be required by law or judicial or regulatory process.
Additionally, Drake Star agrees that the Company may disclose the terms of (and fees payable
under) this Agreement, for informational purposes only, to (i) the Company’s accounting, tax
and legal advisors, and (ii) any purchaser or investor in or lender to the Company where
disclosure of the terms of this Agreement (or the fees payable hereunder) is requested by such
purchaser, investor or lender or where the Company determines that such disclosure is material
to such agreement.

(b) Drake Star agrees that it will, and it will cause its officers, employees, affiliates and agents to,
treat confidentially any and all of the Company’s proprietary information furnished to Drake Star
by the Company or its representatives in connection with the provision of the Services by Drake
Star under this Agreement (“Proprietary Information”) and will not use (other than in
connection with the provision of the Services hereunder) or disclose such Proprietary
Information to any person or entity (other than Drake Star’s officers, employees, partners,
professional advisors, and other agents) without the prior written consent of the Company,
except: (i) to other parties approved in advance by the Company and contacted by Drake Star in
accordance with this Agreement; (ii) to officers, employees, professional advisors and other
agents of such other parties with a reasonable need to know such information in connection
with this engagement, provided that they are informed of the restrictions set forth in this
Section 9 and directed to comply with the terms and provisions hereof; (iii) if such information
becomes publicly available through no breach of this Agreement by Drake Star or any of its
officers, employees or agents; (iv) if such information is already in the possession of Drake Star
(or any of its affiliates or representatives) without any obligation of confidentiality to the
Company at the time of Drake Star’s receipt of such information from the Company hereunder,
(v) if such information is independently created by Drake Star (or any of its affiliates or
representatives) without direct or indirect use of or reference to any of such other information
provided by the Company hereunder, (vi) if such information is received by Drake Star from a
third party free of confidentiality obligations, (vii) if such information is required by law,
regulation, judicial or governmental order, subpoena or other legal or regulatory process or is
requested or required by any governmental authority or regulatory agency; or (viii) in
connection with any action or proceeding or exercise of remedies related to this Agreement or
any contemplated Transaction. Information provided by the Company or its professional
advisers to Drake Star about the Company will be presumed to constitute Proprietary
Information.

(c) The Company acknowledges that Drake Star and its affiliates may have and may continue to
have investment banking, financial advisory and other relationships with parties other than the
Company, pursuant to which Drake Star may acquire information that is of interest to the
Company. Drake Star shall have no obligation to disclose such information to the Company or
use such information on behalf of the Company. However, consistent with Drake Star’s policy to
hold in confidence the affairs of its clients, Drake Star will not use Proprietary Information
obtained from the Company except in connection with its services to, and its relationship with,
the Company.

10. Scope of Responsibility.

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(a) Neither Drake Star nor any of its affiliates (nor any of their respective equity holders or other
control persons, directors, employees or agents) shall be liable to the Company or to any other
person claiming through the Company for any claim, loss, damage, liability, cost or expense
suffered by the Company or any such other person arising out of or related to Drake Star’s
engagement hereunder, except for a claim, loss or expense that arises solely out of or is based
solely upon any action or failure to act by Drake Star, other than an action or failure to act
undertaken at the request or with the consent of the Company, that is found in a final, non-
appealable, determination (or a settlement tantamount thereto) in accordance with the Dispute
provision of this Agreement, to constitute fraud, bad faith, gross negligence or willful
misconduct on the part of Drake Star.

(b) The Company recognizes that Drake Star has been engaged only by the Company and that the
Company’s engagement of Drake Star is not deemed to be on behalf of, and is not intended to
confer rights upon, any security holder, partner or other owner of the Company or any other
person not a party hereto as against Drake Star or any of its affiliates or any of their respective
equity holders, directors, officers, agents, employees or representatives. Unless otherwise
expressly agreed, no one other than the Company is authorized to rely upon the Company’s
engagement of Drake Star or any statements, advice, opinions or conduct by Drake Star.
Without limiting the foregoing, any opinions or advice rendered to the Company’s Board of
Directors or management in the course of the Company’s engagement of Drake Star are for the
purpose of assisting the Board of Directors or management, as the case may be, in evaluating a
Transaction and do not constitute a recommendation to any security holder of the Company
concerning action that such security holder may or should take in connection with a Transaction.

(c) The Company acknowledges that in performing the services contemplated herein, Drake Star is
acting solely as an independent contractor with duties owing solely to the Company and that
nothing herein is intended to create or shall be construed as creating a joint venture,
partnership or other fiduciary relationship between the Company and Drake Star.

11. Miscellaneous.

(a) Governing Law and Interpretation:

(i) It is the intention of the parties hereto that the validity and interpretation of this
Agreement shall be subject to and governed by, and construed and enforced in
accordance with, the laws of the State of New York, without regard to principles of
conflicts of law provisions of such State or any other governmental authority or entity),
as such laws are applied to agreements among New York residents entered into and
performed entirely in the State of New York.

(ii) This Agreement shall apply to the engagement and any modifications thereof and shall
remain in full force and effect (in accordance with its terms) notwithstanding the
completion or termination of the engagement.

(b) Entire Agreement: This Agreement represents the entire understanding and agreement of the
parties hereto with respect to the subject matter hereof and supersedes all prior and/or
contemporaneous understandings or agreements, whether written or oral, between the parties
hereto with respect to such subject matter, all of which are merged herein. As such, each of the

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parties acknowledges and agrees that there are no promises, covenants or representations (oral
or written) between the parties hereto which are not set forth herein.

(c) Amendments or Modifications; Counterparts; Successors and Assigns:

(i) This Agreement may not be amended or modified and no provision hereof may be
waived, in each case, except in writing signed by the Company and Drake Star. For the
avoidance of doubt, handwritten signatures are required to constitute a “signed writing”
and neither a fax, email nor any other written electronic communication shall constitute
a “writing” under the terms of this paragraph; provided, however, that electronic copies
of documents containing handwritten signatures (which shall constitute “signed
writings”) may be transmitted via such electronic communication methods in
accordance with Section 11(g) hereof or Section 11(c)(ii) hereof.

(ii) This Agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original, but all of which when taken together shall constitute one and
the same Agreement. This Agreement may be executed by a signature transmitted by
facsimile or other electronic communication, which for all purposes shall be deemed an
original signature.

(iii) All rights, liabilities and obligations hereunder shall be binding upon and inure to the
benefit of the Company and Drake Star, each Indemnified Party (as defined in Exhibit A
hereto) and their respective successors and assigns. This Agreement may not be
assigned by either party hereto without the prior written consent of the other party
hereto.

(d) Severability: If any provision of this Agreement is determined to be invalid or unenforceable in

any respect, such determination shall not affect such provision in any other respect or any other
provision of this Agreement, which shall remain in full force and effect.

(e) Disputes: Any controversy or claim between the parties relating to any suit, action or other
proceeding arising out of or relating to this Agreement or the engagement of Drake Star
hereunder (a “Dispute”) shall be resolved by mediation or binding arbitration as set forth in
Exhibit B attached hereto.

(f) Publicity: The Company agrees that Drake Star may, at its own cost and expense, place
announcements or advertisements describing the Services provided hereunder to the Company
and after any closing of a Transaction, describing such transaction and the Services provided
hereunder in connection therewith. The Company agrees that Drake Star may use any of the
Company’s logos, slogans, trademarks, service marks, or similar marks in connection with any
such announcements or advertisements.

(g) Notices: Except as may be otherwise provided herein, all notices, information, consents and
other communications required or permitted to be given by the provisions of this Agreement
shall be in writing and shall be deemed to be properly given and received: (i) upon hand
delivery (receipt acknowledged) to any of the hereinafter designated addressees or the
representatives thereof named below; (ii) if sent by registered or certified mail, return receipt
requested, postage prepaid, when received; (iii) if sent by facsimile or electronic mail (in each
case, with successful transmission confirmation report), upon completion of transmission if sent
on a business day during normal business hours where such notice is to be received, or on the
first business day

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following such delivery if delivered other than on a business day during normal business hours
where such notice is to be received; or (iv) if sent by express courier service, fully prepaid, upon
the earlier of (A) the second business day following the date of mailing, and (B) upon actual
receipt thereof, in each case, addressed to the following address or to such other address as the
receiving party shall have furnished in writing to the other party in accordance with the
provisions of this paragraph (except that such change of address shall not be effective in any
event until actual receipt thereof by the other party):

If to the Company:

20cube logistics pte ltd

1 Phillip Street #03-01
Royal One Phillip, Singapore
T: +65 9712 0818
Email: mniruttan@20cube.com
Attn: Mahesan Niruttan

If to Drake Star:

Drake Star Securities LLC

950 Third Avenue, Suite 2001
New York, NY 10022
T: 212.508.7100
Email: Gregory.Bedrosian@drakestar.com
Attn: Gregory Bedrosian

with a copy (which shall not constitute notice) to:

Venable LLP
750 E. Pratt Street
Suite 900
Baltimore, MD 21202
T: 410.244.7400
F: 410.244.7742
Email: cjmorton@venable.com
Attn: Chuck Morton, Partner

(h) Construction. This Agreement shall be construed as if drafted by all parties, and no inference
shall be drawn for or against any party because of its role in the drafting of any provision of this
Agreement. Accordingly, regardless of which party drafted this Agreement, any construction of
this Agreement shall be made without any reference whatsoever as to which party drafted or
insisted upon this Agreement or any provision set forth herein. There shall be no presumption
that this Agreement shall be construed more strictly against the party who itself or through its
agent or counsel prepared it, it being agreed that all parties hereto have participated in the
preparation and review of this Agreement and have had the opportunity to comment on and
edit this Agreement prior to execution hereof.

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(i) Power and Authority; Voluntary Agreement. Each of the parties hereto represent and warrant
to each other that (i) each such party has the full power and authority to execute and deliver
this Agreement and to carry out and perform the provisions set forth herein applicable to such
party; and (ii) this Agreement is entered into freely and voluntarily by each such party, and each
such party has received the advice and representation of counsel in connection herewith. Each
individual signing below on behalf of entity represents that to the best of such individual’s
knowledge, such individual has the authority to execute this document on behalf of such entity.

(j) Drake Star represents and warrants to the Company that Drake Star possesses, and will possess
during the Term, such registrations, licenses or other regulatory qualifications as it may be
required to possess under applicable law in order to perform the Services in each jurisdiction in
which Drake Star performs the Services.

(k) Headings. The headings in this Agreement are solely for the convenience of reference and shall
be given no effect in the construction or interpretation of this Agreement.

(l) No Third-party Beneficiaries. Except as may be expressly provided otherwise herein, this
Agreement is for the sole benefit of the parties hereto and their respective successors and
permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any
other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever
under or by reason of this Agreement.

Please confirm our mutual understanding of this engagement by signing and returning to Drake Star the enclosed
duplicate copy of this Agreement. We are pleased that you have engaged us to act as your representative and
are looking forward to working with you on this assignment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the date first
written above.

Drake Star Securities LLC

By:
Name: Vitaly M. Golomb
Title: Partner

This letter contains a predispute arbitration clause located in Exbibit B.

THE FOREGOING IS ACCEPTED AND

AGREED TO, EFFECTIVE AS OF THE
DATE FIRST WRITTEN ABOVE.

20cube logistics pte ltd

By:
Name: Mahesan Niruttan
Title: Chief Executive Officer

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Exhibit A

This Exhibit A is a part of and incorporated into that certain letter agreement, dated July 8th, 2021 (together with
this Exhibit A, this “Agreement”), by and between 20cube logistics pte ltd (the “Company”) and Drake Star
Securities LLC (“Drake Star”).

The Company agrees to indemnify and hold harmless Drake Star and its affiliates and their respective directors, officers,
attorneys, finders, advisors, agents, employees, equityholders and each other controlling person (collectively,
the “Indemnified Parties”), to the full extent lawful, from and against any and all losses, claims, proceedings,
actions (including, without limitation, equityholder actions) damages, liabilities and expenses, including, without
limitation, reasonable fees and expenses of legal counsel (collectively, “Losses”) related to or arising out of or in
connection with the Services, the Agreement or any transaction contemplated thereby or otherwise in connection
therewith, and the Company will promptly reimburse each Indemnified Party for all Losses as they are incurred by
such Indemnified Party in connection with investigating, preparing, defending, pursuing, or providing evidence in, any
pending or threatened action, claim, suit, investigation or proceeding related to, arising out of or in connection with the
Services, the Agreement or any transaction contemplated thereby or otherwise in connection therewith, or
otherwise in respect of which indemnification or contribution may be sought hereunder (whether or not Drake Star
or any Indemnified Party is a party to such action, claim, suit, investigation or proceeding); provided that the
Company shall not be responsible for any Losses that are determined in accordance with the Dispute provision of this
Agreement, to have resulted solely from the fraud, or gross negligence or willful misconduct of any Indemnified
Party.

In the event that the foregoing indemnity is judicially determined to be unavailable to any Indemnified Party for
any reason (other than in accordance with the terms hereof) in respect of any Losses, then in lieu of
indemnifying such Indemnified Party, the Company shall contribute to the amounts paid or payable by such
Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect the relative benefits
received by Drake Star on the one hand, and by the Company and its security holders on the other hand, from the
engagement. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the
Company shall contribute in such proportion as is appropriate to reflect not only the relative benefits as set forth
above, but also the relative fault of each of the parties hereto as well as any other relevant equitable
considerations. Benefits received (or anticipated to be received) by the Company and its security holders shall be
deemed to be equal to the aggregate cash consideration and value of securities or any other property payable,
issuable, exchangeable or transferable by or to the Company in such transaction or proposed transaction, and benefits
received by Drake Star shall be deemed to be equal to the compensation paid by the Company to Drake Star in
connection with the engagement (exclusive of amounts paid for reimbursement of expenses under this
Agreement). Relative fault shall be determined by reference to, among other things, whether any alleged untrue
statement or omission or any other alleged conduct relates to information provided by the Company or other
conduct by the Company (or its employees or other agents), on the one hand, or by Drake Star, on the other hand.
Drake Star and the Company agree that it would not be just and equitable if contribution were determined by pro
rata allocation or by any other method of allocation that does not take into account the equitable considerations
referred to above. Notwithstanding anything to the contrary contained herein, in no event shall Drake Star be
responsible for any amounts in excess of the amount of compensation actually paid by the Company to Drake Star
in connection with the engagement (exclusive of amounts paid for reimbursement of expenses or paid under this
Agreement).

The Company agrees that it will not, without the prior written consent of Drake Star, which consent shall not be
unreasonably withheld or delayed, settle, compromise, consent to the entry of any judgment in or otherwise seek
to
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terminate any pending or threatened action, claim, suit, investigation or proceeding in respect of which indemnification
may be sought hereunder (whether or not Drake Star or any Indemnified Party is a party thereto) unless such
settlement, compromise, consent or termination includes a provision unconditionally releasing Drake Star and
each other Indemnified Party from, and holding all such persons harmless against, any and all liabilities arising out of
such action, claim, suit or proceeding.

The Company further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract
or tort or otherwise) to the Company or any of the Company’s affiliates, creditors or security holders for or in
connection with the engagement except for Losses incurred by the Company that are determined by in accordance
with the Dispute provision of this Agreement, to have resulted solely from the fraud, bad faith, gross negligence or
willful misconduct of any Indemnified Party.

The foregoing indemnification is in addition to any rights Drake Star may have at common law, in equity, or
otherwise and shall be binding on and inure to the benefit of any successors, assigns and personal representatives of the
Company and each Indemnified Party.

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Exhibit B

a. Mediation:
All Disputes shall first be submitted to nonbinding confidential mediation by written notice to the parties, and shall
be treated as compromise and settlement negotiations under the standards set forth in the Federal Rules of
Evidence and all applicable state counterparts, together with any applicable statutes protecting the confidentiality of
mediations or settlement discussions. If the parties cannot agree on a mediator, the American Arbitration
Association (“AAA”), at the written request of a party, shall designate a mediator.

b. Mandatory Arbitration Disclosure:

This agreement contains a predispute arbitration clause. By signing an arbitration agreement the parties agree as
follows:
(1) all parties to this agreement are giving up the right to sue each other in court, including the right to a trial by
jury, except as provided by the rules of the arbitration forum in which a claim is filed; (2) arbitration awards are generally
final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited; (3) the
ability of the parties to obtain documents, witness statements and other discovery is generally more limited in
arbitration than in court proceedings; (4) the arbitrators do not have to explain the reason(s) for their award unless,
in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least
20 days prior to the first scheduled hearing date; (5) the panel of arbitrators may include a minority of arbitrators who
were or are affiliated with the securities industry; (6) the rules of some arbitration forums may impose time limits for
bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court; and (7) the
rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this
Agreement.

c. Arbitration Procedures:
If a Dispute has not been resolved within 90 days after the effective date of the written notice beginning the
mediation process (or such longer period, if the parties so agree in writing), the mediation shall terminate and the
Dispute shall be settled by binding arbitration to be held in New York, NY. The arbitration shall be conducted in
accordance with the AAA Rules for Commercial Arbitration and the International Commercial Arbitration
Supplementary Procedures that are in effect at the time of the commencement of the arbitration, except to the
extent modified by this Exhibit B (the “Rules”).

The arbitration shall be conducted before a panel of three arbitrators. Each of the parties shall designate one arbitrator
in accordance with the “screened” appointment procedure provided in the Rules and the two party-designated
arbitrators shall jointly select the third in accordance with the Rules. No arbitrator may serve on the panel unless he
or she has agreed in writing to abide by the terms of this Exhibit B. Except with respect to the interpretation and
enforcement of these arbitration procedures (which shall be governed by the Federal Arbitration Act), the arbitrators
shall apply the governing law set forth in Section 11(a) of this Agreement in connection with the Dispute. The
arbitrators shall award damages only in a manner that is consistent with these terms or this Agreement. The arbitrators
may render a summary disposition relative to all or some of the issues, provided that the responding party has had
an adequate opportunity to respond to any such application for such disposition.

All aspects of the arbitration shall be treated as confidential, as provided in the Rules. Before making any
disclosure permitted by the Rules, a party shall give written notice to the other party and afford such party a
reasonable opportunity to protect its interests. Further, judgment on the arbitrators’ award may be entered in any
court having jurisdiction.

d. Costs:
Each party shall bear its own costs in both the mediation and the arbitration; however, the parties shall share the
fees and expenses of both the mediators and the arbitrators equally.

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e. Class Action:

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No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration
agreement against any person who has initiated in court a putative class action; or who is a member of a putative
class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i)
the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the
court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this
agreement except to the extent stated herein.