AMENDMENTS TO THE
AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
LEARN CW INVESTMENT CORPORATION
(the “Company”)
RESOLVED, as a special resolution that:
Article 49.7 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the
following new Article 49.7:
49.7 In the event that the Company does not consummate a Business Combination by October 13, 2024, or either (i) such earlier date as
determined by the Directors or (ii), or such later time as the Members may approve in accordance with the Articles, the Company shall:
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(a) |
cease all operations except for the purpose of winding up;
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(b) |
as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes paid or payable), divided by the number of then Public Shares in issue, which redemption
will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and
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(c) |
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve,
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subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable
Law. Notwithstanding the foregoing or any other provision of the Articles, without approval of the Members, the Directors may, if requested by the Sponsor and upon five days advance notice to the Company prior to the applicable deadline, extend the
period of time to consummate a Business Combination by up to 12 (twelve) times, each by an additional one month (each, a “Paid Extension Period”), subject to the Sponsor, or its Affiliates or permitted designees, depositing in proceeds into the
Trust Account on or prior to the date of the applicable deadline, the lesser of (a) an aggregate of US$150,000 or (b) US$0.03 per Public Share that remains outstanding and is not redeemed prior to any such one-month extension.
RESOLVED, as a special resolution that, subject to and conditional upon the approval of the replacement of Article 49.7 of the Company’s Amended and Restated
Memorandum and Articles of Association immediately prior to the consideration of this resolution:
Article 49.10 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with
the following new Article 49.10:
Except in connection with the conversion of Class B Shares into Class A Shares pursuant to the Class B Ordinary Share Conversion Article
hereof where the holders of such Shares have waived any right to receive funds from the Trust Fund, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any
other securities that would entitle the holders thereof to:
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(a) |
receive funds from the Trust Account; or
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(b) |
vote as a class with Public Shares on a Business Combination.
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RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:
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(a) |
amending Article 49.2(b) by deleting the words:
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“provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if
any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such repurchases.”
and replacing them with the words:
“provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if
any), divided by the number of then issued Public Shares. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.”
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(b) |
amending Article 49.4 by deleting the words:
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“At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such
Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of
at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.”
and replacing them with the words:
“At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such
Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.”
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(c) |
amending Article 49.5 by deleting the words:
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“The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such
redemptions (the “Redemption Limitation”).”
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(d) |
amending Article 49.8 by deleting the words:
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“The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”