EPIC Acquisition : 2 January 2024 – Draft Amendments to the Articles of Association

DRAFT: SUBJECT TO SHAREHOLDER APPROVAL

THE COMPANIES ACT (AS AMENDED)

COMPANY LIMITED BY SHARES

SECONDTHIRDAMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

EPIC ACQUISITION CORP

(ADOPTED BY SPECIAL RESOLUTION PASSED ON 21 APRIL 202324 JANUARY 2024AND

EFFECTIVE ON 24 APRIL 2023JANUARY 2024AT 17:01 CET)

27870349.4 E2648.171315 |EU-DOCS42730125.24||29470118.4.E2648.171315

DRAFT: SUBJECT TO SHAREHOLDER APPROVAL

THE COMPANIES ACT (AS AMENDED)

COMPANY LIMITED BY SHARES

SECONDTHIRDAMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

EPIC ACQUISITION CORP

(ADOPTED BY SPECIAL RESOLUTION PASSED ON 21 APRIL 202324 JANUARY 2024AND

EFFECTIVE ON 24 APRIL 2023JANUARY 2024AT 17:01 CET)

1. The name of the company is EPIC Acquisition Corp (the "Company").
2. The registered office of the Company will be situated at the offices of Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands or at such other location as the Directors may from time to time determine.
3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Act (as amended) of the Cayman Islands (the "Companies Act").
4. The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27(2) of the Companies Act.
5. The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
6. The liability of the shareholders of the Company is limited to the amount, if any, unpaid on the shares respectively held by them.
7. The authorised share capital of the Company is €55,500 divided into 500,000,000 Class A ordinary shares of a nominal or par value of €0.0001; 50,000,000 Class B ordinary shares of a nominal or par value of €0.0001 and 5,000,000 preferred shares of a nominal or par value of €0.0001 each provided always that subject to the Companies Act and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every

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DRAFT: SUBJECT TO SHAREHOLDER APPROVAL

issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

8. The Company may exercise the power contained in Section 206 of the Companies Act to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.

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DRAFT: SUBJECT TO SHAREHOLDER APPROVAL

THE COMPANIES ACT (AS AMENDED)

COMPANY LIMITED BY SHARES

SECONDTHIRDAMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

EPIC ACQUISITION CORP

(ADOPTED BY SPECIAL RESOLUTION PASSED ON 21 APRIL 202324 JANUARY 2024AND

EFFECTIVE ON 24 APRIL 2023JANUARY 2024AT 17:01 CET)

REF: RDL/JS/R0667-170939

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DRAFT: SUBJECT TO SHAREHOLDER APPROVAL

TABLE OF CONTENTS
CLAUSE	PAGE
TABLE A	1
INTERPRETATION	1
PRELIMINARY	8
SHARES	9
FOUNDER SHARES CONVERSION AND ANTI-DILUTION RIGHTS	109
MODIFICATION OF RIGHTS	11
CERTIFICATES	11
FRACTIONAL SHARES	12
LIEN	12
CALLS ON SHARES	13
FORFEITURE OF SHARES	14
TRANSFER OF SHARES	15
TRANSMISSION OF SHARES	15
ALTERATION OF SHARE CAPITAL	16
REDEMPTION, PURCHASE AND SURRENDER OF SHARES	16
TREASURY SHARES	17
GENERAL MEETINGS	18
NOTICE OF GENERAL MEETINGS	19
PROCEEDINGS AT GENERAL MEETINGS	19
VOTES OF SHAREHOLDERS	20

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CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS	21
CLEARING HOUSES	21
DIRECTORS	22
ALTERNATE DIRECTOR	22
POWERS AND DUTIES OF DIRECTORS	23
BORROWING POWERS OF DIRECTORS	24
THE SEAL	24
DISQUALIFICATION OF DIRECTORS	25
PROCEEDINGS OF DIRECTORS	25
DIVIDENDS	27
ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION	28
CAPITALISATION OF RESERVES	29
SHARE PREMIUM ACCOUNT	30
NOTICES	30
INDEMNITY	31
NON-RECOGNITION OF TRUSTS	33
BUSINESS COMBINATION REQUIREMENTS	33
BUSINESS OPPORTUNITIES	38
WINDING UP	39
AMENDMENT OF ARTICLES OF ASSOCIATION	40
CLOSING OF REGISTER OR FIXING RECORD DATE	40
REGISTRATION BY WAY OF CONTINUATION	4041

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MERGERS AND CONSOLIDATION	41
DISCLOSURE	41
PRE-EXTENSION SHARE REDEMPTION	41

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THE COMPANIES ACT (AS AMENDED)

COMPANY LIMITED BY SHARES

SECONDTHIRDAMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

EPIC ACQUISITION CORP

(ADOPTED BY SPECIAL RESOLUTION PASSED ON 21 APRIL 202324 JANUARY 2024AND

EFFECTIVE ON 24 APRIL 2023JANUARY 2024AT 17:01 CET)

TABLE A

The Regulations contained or incorporated in Table 'A' in the First Schedule of the Companies Act shall not apply to EPIC Acquisition Corp (the "Company") and the following Articles shall comprise the Articles of Association of the Company.

INTERPRETATION

1. In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context:

"AFM" means the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten).

"Articles" means these articles of association of the Company, as amended or substituted from time to time.

"Audit Committee" means any audit committee of the Company formed by the board of Directors from time to time.

"Available Proceeds" has the meaning given to it in the definition of Overfunding Class A Shares.

"Branch Register" means any branch Register of such category or categories of Members as the Company may from time to time determine.

"Business Combination" means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with a single business (the "target business"), which Business Combination: (a) must not be effectuated with another blank cheque company or a similar company with nominal operations, (b) will only be completed if the post-transaction company owns or acquires 50% or more of the issued and

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outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the U.S. Investment Company Act of 1940, as amended, and (c) must be approved by the affirmative vote of a majority of the Directors, which must include a majority of the Company's independent directors and each of the non-independent directors nominated by the Sponsor.

"Business Combination Completion Date" means the completion date of the Business Combination.

"Business Combination Deadline" means the date falling sixteen and a half (16.5) months after the date of the closing of the Offering (being until 25 April 2023), subject to the Extensions30 April 2024.

"Class" or "Classes" means any class or classes of Shares as may from time to time be issued by the Company.

"Class A Shareholders" means the holders of Class A Shares.

"Class A Shares" means the Class A ordinary shares in the capital of the Company of €0.0001 nominal or par value designated as Class A Shares, and having the rights provided for in these Articles.

"Class B Shareholders" means the holders of Class B Shares.

"Class B Shares" means the Class B ordinary shares in the capital of the Company of €0.0001 nominal or par value designated as Class B Shares, and having the rights provided for in these Articles.

"Companies Act" means the Companies Act (as amended) of the Cayman Islands.

"Company Costs" means costs, fees and expenses incurred by the Company in connection with matters relating to the Company including, but not limited to, operational costs, any professional advice procured with respect to the Company's Business Combination Deadline, Business Combination matters and other corporate and commercial advice procured by the Company.

"Designated Stock Exchange" means any national securities exchange or automated quotation system on which the Company's securities are traded, including, but not limited to, Euronext Amsterdam.

"Directors" means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof.

"Dutch Securities Giro Act" means the Wet giraal effectenverkeer, as amended.

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"Electronic Facility" means without limitation, website addresses and conference call systems, and any device, system, procedure, method or other facility whatsoever providing an electronic means of venue for a general meeting of the Company.

"Equity-LinkedSecurities" means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in connection with the Business Combination, including but not limited to a private placement of equity or debt.

"Escrow Agreement" means the escrow agreement relating to the Escrow Account entered into on 30 November 2021 between the Company, the Foundation and the Escrow Agent, as amended.

"Escrow Account" means the escrow account established by the Company upon the completion of its Offering and into which 100% of the proceeds of the Offering will be deposited.

"Escrow Adjustments" means any release fees payable to the Escrow Agent or other charges payable pursuant to the terms of the Escrow Agreement, divided by the number of all Class A Shares issued and outstanding as determined on the day that is two Trading Days prior to the applicable redemption date (excluding any Treasury Shares).

"Escrow Agent" means the escrow agent operating the Escrow Account from time to time and, from the date of the Offering, shall be Intertrust Escrow and Settlements B.V.

"Euroclear Nederland" means the Netherlands Central Institute for Giro Securities Transactions (Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.), the central institute of the Euroclear System within the meaning of the Wet giraal effectenverkeer (the Dutch Securities Giro Act), as amended.

"Euroclear System" means the book-entry custody and settlement system operated by Euroclear Nederland.

"Euronext Amsterdam" means the regulated market operated by Euronext Amsterdam N.V.

"Excluded Affiliate Shares" means the Class A Shares issued to the Sponsor Affiliates as part of the cornerstone investment in connection with the Offering.

"Excluded Affiliate Shares Amount" means the sum of any proceeds referable to the Excluded Affiliate Shares.

"Extensions" means together, the First Extension Period and the Subsequent Extensions.

"First Extension Period" means an initial three-monthextension period for which the Sponsor undertakesto pay into the Escrow Account an amount equal to €0.03in relation to each Public

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