NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The Company’s ability to complete an initial Business Combination, including the ThomasLloyd Business Combination, may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination, including the ThomasLloyd Business Combination, could be impacted by, among other things, changes in laws or regulations in multiple jurisdictions as applicable, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination, including the ThomasLloyd Business Combination.

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants and Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to the Roman II Registration Rights Agreement (as defined below) signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

Under the underwriting agreement (“Underwriting Agreement”), the underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 units to cover over-allotments, if any. On January 23, 2025, the underwriters exercised the over-allotment option in full.

The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate, which was paid at the closing of the Initial Public Offering and the closing of the full exercise of the over-allotment option.

Business Combination Marketing Agreement

The Company has engaged B. Riley as an advisor in connection with the Business Combination to assist the Company in arranging meetings with the shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that may be interested in purchasing securities, assist in obtaining shareholder approval for the Business Combination and assist the Company with the preparation of press releases and public filings in connection with the Business Combination. The Company will pay B. Riley for such services upon the consummation of the initial Business Combination a cash fee in an amount equal to 4.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable). Pursuant to the terms of the Business Combination marketing agreement, no fee will be due if the Company does not complete an initial Business Combination.

Business Combination Agreement

On February 27, 2026, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “ThomasLloyd Business Combination Agreement”) with (i) ThomasLloyd Climate Solutions B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), with its corporate seat in Amsterdam, the Netherlands (“ThomasLloyd”), and (ii) each of the holders of ThomasLloyd’s outstanding ordinary shares as named in the Business Combination Agreement (the “Sellers” or “ThomasLloyd Shareholders”). TL Topco PLC, a public limited company to be incorporated under the laws of England and Wales (“PubCo”) and ThomasLloyd Climate Solutions Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of PubCo (“Merger Sub” and, together with PubCo, the “PubCo Parties” and each, a “PubCo Party”), will become parties to the ThomasLloyd Business Combination Agreement following the formation of PubCo. Pursuant to the ThomasLloyd Business Combination Agreement, the Company will merge with and into Merger Sub, with Merger Sub continuing as the Surviving Company and a direct, wholly owned subsidiary of PubCo (“Merger”). The effective time of the Merger is referred to as the “Merger Effective Time.” As a result of the Merger, each issued and outstanding share of the Company’s Class A Ordinary Shares and Class B Ordinary Shares, other than the Roman Dissenting Shares (each as defined in the ThomasLloyd Business Combination Agreement) will no longer be outstanding and will be automatically cancelled and converted into and exchanged for the right to receive one PubCo Class A Ordinary Share (as defined below), and each issued and outstanding Roman Warrant (as defined in the ThomasLloyd Business Combination Agreement) will become one warrant to purchase one PubCo Class A Ordinary Share (“PubCo Warrant”), with PubCo issuing a number of PubCo Class A Ordinary Shares and PubCo Warrants in accordance with the terms of the ThomasLloyd Business Combination Agreement. At least one day following the Merger Effective Time, PubCo will acquire all of the issued and outstanding ordinary shares of ThomasLloyd from the Sellers in exchange for the issuance by PubCo of new ordinary shares, par value $0.01 per share, consisting of Class A ordinary shares (“PubCo Class A Ordinary Shares”) and Class B ordinary shares (“PubCo Class B Ordinary Shares” and, together with the PubCo Class A Ordinary Shares, the “PubCo Shares”). Subject to the terms and conditions of the ThomasLloyd Business Combination Agreement, PubCo will issue to the Sellers in the aggregate, a number of PubCo Class A Ordinary Shares or PubCo Class B Ordinary Shares, as applicable, with an aggregate value up to an amount equal to the relevant portion of the Share Exchange Aggregate Consideration (as defined in the ThomasLloyd Business Combination Agreement, based on an equity value of $850,000,000), with PubCo allotting and issuing to each Seller, for each ThomasLloyd ordinary share held, a number of PubCo Class A Ordinary Shares and/or PubCo Class B Ordinary Shares, as applicable, equal to the Per Share Exchange Ratio in accordance with the Allocation Schedule (each as defined in the ThomasLloyd Business Combination Agreement).

The ThomasLloyd Business Combination is expected to close in the second half of 2026, following the receipt of the requisite approvals of the Company’s shareholders and ThomasLloyd’s shareholders and the fulfillment of other customary closing conditions.

Sponsor Support Agreement

Concurrently with the execution of the ThomasLloyd Business Combination Agreement, the Company, the Sponsor, and ThomasLloyd entered into the Sponsor Support Agreement, pursuant to which the Sponsor has agreed to, among other things, (i) vote in favor of the ThomasLloyd Business Combination Agreement, the Merger, and each other proposal related to the transactions contemplated under the ThomasLloyd Business Combination Agreement (“Transactions”), and against any alternative transactions or agreements that would impede, hinder, interfere with, delay, postpone, frustrate, prevent or nullify the Transactions, (ii) not redeem any Subject Shares (as defined in the Sponsor Support Agreement) in connection with the Transactions, (iii) be bound by certain other covenants and agreements related to the ThomasLloyd Business Combination, (iv) be bound by certain transfer restrictions with respect to its shares in the Company prior to the expiration time of the Sponsor Support Agreement, (v) be subject to the restrictions contemplated by the ThomasLloyd Lock-Up Agreement (as defined below), (vi) waive anti-dilution protections with respect to the conversion of the Company’s Class B Ordinary Shares, (vii) convert each of the Company’s Class B Ordinary Shares into one Class A Ordinary Share of the Company, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement, (viii) waive any appraisal rights to dissent from the Transactions, and (viii) not amend, terminate or modify the Insider Letter (as defined in the Sponsor Support Agreement) without ThomasLloyd’s prior written consent. PubCo will become a party to the Sponsor Support Agreement by executing a signature page thereto.

ThomasLloyd Registration Rights Agreement

In connection with the Transactions, PubCo, the Company, the Sponsor, and certain shareholders of the Company and ThomasLloyd will enter into the ThomasLloyd Registration Rights Agreement. Pursuant to the ThomasLloyd Registration Rights Agreement, among other things, PubCo will agree that, within thirty (30) days following the Closing Date, PubCo will file with the SEC a registration statement registering the resale of certain PubCo Shares held by or issuable to the parties thereto (such registration statement, the “ThomasLloyd Resale Registration Statement”), and PubCo will use its commercially reasonable efforts to have the ThomasLloyd Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) sixty (60) days following the filing (or ninety (90) days if the SEC reviews the ThomasLloyd Resale Registration Statement) and (ii) seven (7) business days after the SEC notifies PubCo that the ThomasLloyd Resale Registration Statement will not be reviewed. Such holders will be entitled to customary piggyback registration rights and demand registration rights, including underwritten demands. The ThomasLloyd Registration Rights Agreement also provides for liquidated damages payable to holders if PubCo fails to file or have declared effective the ThomasLloyd Resale Registration Statement within the required timeframes.

The ThomasLloyd Registration Rights Agreement amends and restates the Registration Rights Agreement that was entered into by the Company, the Sponsor and B. Riley, in connection with the Initial Public Offering (“Roman II Registration Rights Agreement”).

The ThomasLloyd Registration Rights Agreement will terminate on the earlier of (a) the five year anniversary of the date of the ThomasLloyd Registration Rights Agreement or (b) with respect to any holder party thereto, on the date that such holder no longer holds any Registrable Securities (as defined therein).

ThomasLloyd Lock-Up Agreement

In connection with the consummation of the Transactions, the Sponsor and the ThomasLloyd Shareholders will enter into the ThomasLloyd Lock-Up Agreement with PubCo.

Pursuant to the ThomasLloyd Lock-Up Agreement, the Sponsor and certain ThomasLloyd Shareholders will agree not to effect any transfer, sale or distribution (except for certain permitted transfers) of any PubCo Shares held by such holder after the Closing until the earlier of 180 days after the Closing Date or the date on which PubCo consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction which results in all of the shareholders of PubCo having the right to exchange their PubCo Shares for cash, securities or other property.

Amended and Restated Business Combination Marketing Agreement

In connection with the signing of the ThomasLloyd Business Combination Agreement, the Company, ThomasLloyd and B. Riley entered into an Amended and Restated Business Combination Marketing Agreement, which amended and restated the Business Combination Marketing Agreement, dated December 12, 2024, by and between the Company and B. Riley. Pursuant to the Amended and Restated Business Combination Marketing Agreement, B. Riley will provide certain advisory, marketing and capital markets services to the Company in connection with certain business combinations, including the ThomasLloyd Business Combination. As consideration for such services, the Company has agreed to pay B. Riley a fee equal to 4.5% of the gross proceeds received by the Company from the sale of its equity securities in the Initial Public Offering, including any proceeds from the full exercise of the underwriters’ over-allotment option (the “Fee”). In connection with the ThomasLloyd Business Combination, the Fee will be structured and calculated based on the gross proceeds available to PubCo at the Closing, including proceeds retained from the Trust Account following the redemption deadline, proceeds from any PIPE Financing and proceeds from any other sources (collectively, the “Gross Proceeds”) as follows: 30% of the Gross Proceeds on the first $10.0 million of Gross Proceeds; 10% of the incremental Gross Proceeds exceeding $10.0 million, up to the total amount of the Fee.

If all or any portion of the Fee is not paid in full at Closing, PubCo is obligated to enter into a committed equity facility (the “CEF”) with B. Riley or its affiliate immediately upon the Closing, as described below. If the Fee has not been paid in its entirety at Closing or subsequent to the Closing, subject to certain conditions, the Company has agreed to maximize its use of the CEF, subject to customary ownership and volume limitations, and to pay B. Riley 30% of the net proceeds raised under the CEF until the Fee is paid in full. If the Fee has not been paid in full by the twelve-month anniversary of the Closing, PubCo will be required to pay the remaining unpaid balance in cash.

In addition, PubCo has granted B. Riley the right to serve in the following capacities in certain capital markets transactions: (1) as lead distribution agent for any at-the-market offering (with a commission of 2.0% of gross proceeds) for 24 months following the Closing, and (2) until the Fee is paid in full, as joint lead underwriter and joint lead bookrunner for any public offerings (with equal economics to other joint lead underwriters) and placement agent for any private offerings.

Committed Equity Facility Term Sheet

In connection with the consummation of the Transactions, the Company, ThomasLloyd and B. Riley entered into a binding term sheet relating to the CEF. Pursuant to the CEF Term Sheet, subject to the consummation of the ThomasLloyd Business Combination and the execution of definitive documentation, B. Riley will agree to purchase, from time to time during the 36-month commitment period following closing, up to an aggregate of $200.0 million (the “Aggregate Commitment Amount”) of PubCo’s common stock, at a purchase price equal to 97.0% of the volume-weighted average price of PubCo’s common stock during a defined pricing period, subject to customary ownership, exchange cap and volume limitations. In consideration for the investor’s commitment, PubCo will agree to pay the investor a commitment fee of 1.0% of the Aggregate Commitment Amount and to reimburse certain expenses, up to $75,000, not including quarterly legal fees of up to $7,500 in quarters where the CEF is used. If the engagement of a qualified independent underwriter is required, PubCo will reimburse B. Riley up to an additional $55,000 for such engagement. The CEF Term Sheet is subject to customary conditions, including the negotiation of a definitive purchase agreement.

Service Provider Agreement

On February 16, 2026, the Company entered in a consulting agreement with the ICR LLC (“ICR”) to provide certain services related to the initial Business Combination. ICR’s compensation consists of the following: