Exhibit 2.1

BUSINESS COMBINATION AGREEMENT

among

GLOBA TERRA ACQUISITION CORPORATION

(an exempted company incorporated under the laws of the Cayman Islands)

- and -

NATURE’S LEDGER INC.

(a corporation existing under the Business Corporations Act (Alberta))

Dated as of November 8, 2026

TABLE OF CONTENTS

Exhibits (forms to be settled and attached before execution)

Exhibit 1 – Form of Sponsor Support Agreement

Exhibit 2 - Form of Company Support Agreement

BUSINESS COMBINATION AGREEMENT

THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made as of November 8, 2026,

AMONG:

GLOBA TERRA ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands (“Globa Terra”);

- and -

NATURE’S LEDGER INC., a corporation existing under the ABCA (“Nature’s Ledger” or “NL”).

RECITALS:

NOW THEREFORE, in consideration of the covenants and agreements in this Agreement, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged), the Parties agree as follows:

In this Agreement (including the Recitals and Schedules), unless the context otherwise requires, the following terms have the following meanings:

“ABCA” means the Business Corporations Act (Alberta), R.S.A. 2000, c. B-9.

“Acquisition Proposal” means, with respect to a Company Party, other than the Transaction, any offer, proposal, expression or indication of interest, inquiry or request for discussions, negotiations or non-public information (whether written or oral, whether or not subject to due diligence or other conditions, and whether or not made to that Company Party or its securityholders) from any Person or group of Persons “acting jointly or in concert” (within the meaning of National Instrument 62-104 Take-Over Bids and Issuer Bids) (other than Globa Terra, Pubco, AmalSub or any of their Affiliates) that constitutes, or would reasonably be expected to lead to, in a single transaction or a series of related transactions:

“Affiliate” has the meaning given in National Instrument 45-106 - Prospectus Exemptions, and, in respect of Globa Terra before the Effective Time, includes the Sponsor.

“Agreement” means this business combination agreement, including the Schedules and the Disclosure Letters, as amended, supplemented or restated in accordance with its terms.

“AmalSub” has the meaning given in the Recitals.

“AmalSub Shares” means the common shares in the capital of AmalSub.

“Amalco” means the corporation continuing from the Amalgamation, which will have the name “Nature’s Ledger” or such other name as Globa Terra and Nature’s Ledger may agree.

“Amalgamation” means the amalgamation of Nature’s Ledger, BCCo and AmalSub under the ABCA, carried out as part of the Arrangement in accordance with the Plan of Arrangement.

“Arrangement” means the arrangement under section 193 of the ABCA, on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to it made in accordance with this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of Globa Terra, Nature’s Ledger and BCCo, each acting reasonably.

“Arrangement Resolutions” means the NL Arrangement Resolution and the BCCo Arrangement Resolution, each substantially in the form of Schedule B.

“Articles of Arrangement” means the articles of arrangement of Pubco, Nature’s Ledger, BCCo and AmalSub in respect of the Arrangement required by subsection 193(4.1) of the ABCA to be sent to and filed with the Registrar after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in form and content satisfactory to Globa Terra, Nature’s Ledger and BCCo, each acting reasonably.

“BCBCA” means the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57.

“BCCo Arrangement Resolution” means the special resolution of the BCCo Shareholders approving the Arrangement, by way of BCCo Written Resolution or if applicable, to be considered at the BCCo Meeting, substantially in the form of Schedule B.

“BCCo Board” means the board of directors of BCCo.

“BCCo Circular” means the notice of BCCo Written Resolution or, if applicable, the notice of the BCCo Meeting and the management information circular of BCCo for the BCCo Meeting, including all schedules, appendices and exhibits, and all amendments and supplements, to be sent to BCCo Shareholders and others as required by the Interim Order and applicable Law.

“BCCo Continuance” means the continuation of BCCo out of the Province of British Columbia under section 308 of the BCBCA and its continuance as a corporation under section 188 of the ABCA, in accordance with Section 2.2.

“BCCo Continuance Dissent Rights” means the rights of dissent of registered BCCo Shareholders in respect of the BCCo Continuance Resolution under section 309 and Division 2 of Part 8 of the BCBCA.

“BCCo Continuance Resolution” means the special resolution of the BCCo Shareholders under subsection 308(2) of the BCBCA authorizing the BCCo Continuance, by way of BCCo Written Resolution or, if applicable, to be considered at the BCCo Meeting, in form and substance satisfactory to Globa Terra and Nature’s Ledger, each acting reasonably.

“BCCo Disclosure Letter” means the disclosure letter to be delivered by BCCo to Globa Terra in accordance with Section 6.20, as updated (if applicable) as of the Closing Date.

“BCCo Meeting” means the special meeting of BCCo Shareholders (which may be held together with BCCo’s annual general meeting), including any adjournment or postponement permitted by this Agreement, to be called and held under the Interim Order to consider the BCCo Arrangement Resolution.

“BCCo Principal Shareholders” means each of 1261648 B.C. Ltd., Hickson Capital Corp., B. Keast, as trustee of The 2020 B Keast Investment Trust, R. Keast, as trustee of The 2020 R Keast Investment Trust, and Stephen Sandusky, as trustee of The 2020 Sandusky Investment Trust, and each other holder of 5% or more of the outstanding BCCo Shares.

“BCCo Public Disclosure Record” means all documents filed by or on behalf of BCCo on SEDAR+ since incorporation and before the date of this Agreement.

“BCCo Shareholder Approval” means the approval of the BCCo Arrangement Resolution by way of the BCCo Written Resolution or, if applicable,

“BCCo Shareholders” means the holders of BCCo Shares.

“BCCo Shares” means the common shares in the capital of BCCo.

“BCCo Written Resolution” means a written resolution of the BCCo Shareholders approving the BCCo Arrangement Resolution and BCCo Continuance Resolution.

“Beneficial Owner” has the meaning set forth in Rule 13d-3 under the Exchange Act. The terms “Beneficially Own,” “Beneficially Owning” and “Beneficial Ownership” shall have the correlative meanings.

“Business” means the business of Nature’s Ledger and its Subsidiaries as carried on at the date of this Agreement, including the origination, development, verification, aggregation, registration, marketing and sale of carbon credits and other Environmental Attributes, and related advisory, measurement, reporting and verification services, merchant banking and project finance, and the registry, tokenization and digital asset marketplace activities (including Pure Sky and NLX) described in the investor presentation of Nature’s Ledger dated October 29, 2026.

“Business Combination” has the meaning given in the Globa Terra Articles.

“Business Day” means any day other than a Saturday, Sunday or a day on which chartered banks in Calgary, Alberta or Regina, Saskatchewan, or commercial banks in New York, New York or the Cayman Islands, are authorized or required by Law to be closed.

“Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Cayman Registrar” means the Registrar of Companies of the Cayman Islands.

“Canadian Securities Laws” means the Securities Act (Alberta) and the equivalent legislation of each other province and territory of Canada, and the rules, regulations, instruments, orders and published policies made under them.

“Certificate of Arrangement” means the certificate or other proof of filing issued by the Registrar under subsection 193(11) of the ABCA for the Articles of Arrangement.

“Change of Control” means any of the following transactions or series of transactions occurring following the Closing: (a) any Person or Group (other than Pubco or any of its Subsidiaries) becomes the Beneficial Owner or otherwise acquires control, directly or indirectly, of equity securities of Pubco, one or more Subsidiaries of Pubco holding assets constituting, individually or in the aggregate, more than 50% of the consolidated assets of Pubco and its Subsidiaries or any direct or indirect parent of any of the foregoing (each a “Pubco Entity”) representing more than 50% of the total voting power of the equity securities of a Pubco Entity (or, if such Pubco Entity does not have voting equity securities, more than 50% of the ownership interest representing the right to make decisions for such Pubco Entity); (b) the acquisition by any Person or Group in any manner of the ability to elect, or to control the election, of a majority of the members of the board of directors (or similar governing body) of any Pubco Entity; (c) any merger, amalgamation, consolidation, share exchange, business combination, arrangement or other transaction involving any Pubco Entity that results in the ultimate Beneficial Owners of such Pubco Entity’s Equity Securities immediately prior to the consummation of such transaction ceasing to Beneficially Own equity securities representing more than 50% of the total voting power of the equity securities of such Pubco Entity (or any surviving entity in such transaction or the ultimate parent thereof) following the consummation of such transaction; (d) any Pubco Entity sells, assigns, leases, licenses or transfers more than 50% of the consolidated assets of Pubco and its Subsidiaries (based on the fair market value thereof as determined in good faith by the Pubco Board); or (e) the sale, assignment, transfer or other disposition (whether by sale of assets or equity securities, merger, amalgamation, consolidation, share exchange, business combination, arrangement or otherwise) of one or more Subsidiaries of Pubco if more than 50% of the consolidated assets of Pubco and its Subsidiaries (based on the fair market value thereof as determined in good faith by the Pubco Board) are held by such Subsidiaries, except where such sale, assignment, transfer or other disposition is to a wholly-owned subsidiary of Pubco.

“Closing” means the completion of the Transaction on the Closing Date in accordance with Section 2.13.

“Closing Date” means the date on which the Closing takes place, which shall be the Effective Date.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Combination Period” means the period within which Globa Terra must complete its initial Business Combination under the Globa Terra Articles, as that period may be extended by an amendment to the Globa Terra Articles, with Public Shareholders given the right to redeem their Public Shares in connection therewith.

“Company Parties” means Nature’s Ledger and, from and after the time BCCo becomes a party to this Agreement by executing and delivering the Joinder Agreement in accordance with Section 1.8, BCCo, and “Company Party” means either of them.

“Company Material Adverse Effect” means, with respect to a Company Party, any change, event, occurrence, effect, state of facts or circumstance (each, an “Effect”) that, individually or together with all other Effects,

provided that no Effect resulting from any of the following shall be taken into account:

except, in the case of clauses (i) to (iv), to the extent that such Effect has a disproportionate effect on that Company Party and its Subsidiaries, taken as a whole, compared to other participants in the industries in which they operate.

“Company Support Agreements” means the support and voting agreements between Globa Terra and (i) each of the directors and senior officers of Nature’s Ledger, (ii) the NL Principal Shareholders and, upon and from the time BCCo becomes a party to this Agreement, the BCCo Principal Shareholders, substantially in the form of Exhibit 2.

“Competition Act” means the Competition Act, R.S.C. 1985, c. C-34.

“Confidentiality Agreement” means the non-disclosure agreement between Globa Terra and Nature’s Ledger dated July 24, 2025.

“Consideration Securities” means the Pubco Common Shares and Replacement Warrants to be issued under the Arrangement to securityholders of Nature’s Ledger (including the PIPE Investors) and BCCo.

“Continuance” means the continuation of Pubco out of the Cayman Islands under Part XII of the Cayman Companies Act and its continuance as a corporation under section 188 of the ABCA, in accordance with Section 2.2.

“Continued Pubco Articles” means the articles of continuance and by-laws of Pubco that will take effect on the Continuance, in form and substance reasonably acceptable to Globa Terra and Nature’s Ledger.

“Contract” means any agreement, contract, licence, lease, commitment, indenture, note, bond, instrument, purchase order, offtake agreement, emissions reduction purchase agreement or other legally binding arrangement, whether written or oral.

“Court” means the Court of King’s Bench of Alberta.

“Depositary” means Odyssey Transfer and Trust Company or such other trust company, bank or financial institution as Globa Terra and Nature’s Ledger may agree to act as depositary for the Arrangement.

“Disclosure Letters” means the NL Disclosure Letter, the BCCo Disclosure Letter and the Globa Terra Disclosure Letter.

“Dissent Rights” means the rights of dissent granted to registered holders of NL Shares and BCCo Shares in respect of the Arrangement pursuant to the Interim Order and the Plan of Arrangement.

“Dissenting Holder” has the meaning given in the Plan of Arrangement.

“Earnout Holders” means the Persons who, immediately before the Amalgamation, are the holders of the NL Class A Shares (including the NL Class A Shares issued on the conversion of the PIPE Securities under Section 3.1.2 of the Plan of Arrangement) and the NL Class G Preferred Shares exchanged under Section 3.1.4 of the Plan of Arrangement (other than Dissent Shares, as defined in the Plan of Arrangement), and any Person to whom the right of any of them to receive Earnout Shares passes by operation of law.

“Earnout Pro Rata Share” means, for each Earnout Holder, a percentage as set forth on the Allocation Schedule.

“Effective Date” means the date shown on the Certificate of Arrangement.

“Effective Time” means 12:01 a.m. (Calgary time) on the Effective Date, or such other time on the Effective Date as Globa Terra, Nature’s Ledger and BCCo agree in writing before the Effective Date.

“Environmental Attributes” means all carbon credits, carbon offsets, verified or certified emission reductions or removals, renewable energy credits, biodiversity or nature credits and any similar environmental attributes, benefits or instruments, whether issued, pending issuance or contracted, and whether in the compliance or voluntary market, including those issued under or registered with Verra, Gold Standard, the American Carbon Registry, Climate Action Reserve, Puro.earth, PureSky, the Alberta Emission Offset System or any other registry or program.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC under it.

“Exchange Ratios” means the NL Exchange Ratio and the BCCo Exchange Ratio, each as defined in the Plan of Arrangement.

“Fairness Opinions” means the opinions to be obtained by the NL Board (if required), the BCCo Board (if required) and of the Globa Terra Board to the effect that, as of the date of the opinion and subject to the assumptions, limitations and qualifications in it, the consideration to be received under the Arrangement is fair, from a financial point of view, to the relevant securityholders.

“Final Order” means the final order of the Court under subsection 193(4) of the ABCA, in form and substance acceptable to Globa Terra, Nature’s Ledger and BCCo, each acting reasonably, approving the Arrangement, as that order may be amended by the Court (with the consent of Globa Terra, Nature’s Ledger and BCCo, each acting reasonably) at any time before the Effective Time or, if appealed, then, unless the appeal is withdrawn or denied, as affirmed or as amended on appeal (provided that any such amendment is acceptable to Globa Terra, Nature’s Ledger and BCCo, each acting reasonably).

“Founder Shares” means the 5,833,183 Class B ordinary shares of Globa Terra held by the Sponsor and others, and any Globa Terra Class A Shares issued on their conversion.

“Globa Terra Articles” means the amended and restated memorandum and articles of association of Globa Terra in effect at the date of this Agreement.

“Globa Terra Articles Amendment” means an amendment to the Globa Terra Articles providing for the consummation of the Redemptions, including the payment of the SPAC Share Redemption Price for all the Redemptions, following the Globa Terra Shareholder Approval, but prior to the SPAC Merger, in form and substance reasonably acceptable to the Globa Terra and Nature’s Ledger.

“Globa Terra Board” means the board of directors of Globa Terra.

“Globa Terra Class A Shares” means the Class A ordinary shares, par value US$0.0001 each, in the capital of Globa Terra before the SPAC Merger, including the Restricted Class A Shares.

“Globa Terra Class B Shares” means the Class B ordinary shares, par value US$0.0001 each, in the capital of Globa Terra before the SPAC Merger.

“Globa Terra Disclosure Letter” means the disclosure letter to be delivered by Globa Terra to the Company Parties in accordance with Section 6.20, as updated (if applicable) as of the Closing Date.

“Globa Terra Material Adverse Effect” means any Effect that, individually or together with all other Effects, prevents or materially impedes or delays the ability of Globa Terra, Pubco or AmalSub to complete the Transaction or perform its obligations under this Agreement; provided that the Redemptions, and any Effect resulting from the matters described in clauses (i) to (vi) of the definition of Company Material Adverse Effect (read with the necessary changes), shall not be taken into account.

“Globa Terra Proposals” means the resolutions of the Globa Terra Shareholders described in Schedule C, and “Required Globa Terra Proposals” means the Globa Terra Proposals identified as required in Schedule C.

“Globa Terra Rights” means the rights of Globa Terra, each entitling the holder to receive one-tenth of one Globa Terra Class A Share on completion of Globa Terra’s initial Business Combination, issued under the Rights Agreement, including those forming part of the public units and the Private Placement Units.

“Globa Terra SEC Reports” means all forms, reports, schedules, registration statements, proxy statements and other documents filed or furnished by Globa Terra with or to the SEC since its incorporation, including all exhibits and amendments.

“Globa Terra Shareholder Approval” means the approval of each Required Globa Terra Proposal by the vote of the Globa Terra Shareholders (or, where the Globa Terra Articles so require, the holders of the Globa Terra Class B Shares voting as a class) required under the Globa Terra Articles, the Cayman Companies Act and Nasdaq rules, at the Globa Terra Meeting.

“Globa Terra Meeting” means the extraordinary general meeting of Globa Terra Shareholders, including any adjournment or postponement of it permitted by this Agreement, to be called and held to consider the Globa Terra Proposals.

“Globa Terra Shareholders” means the holders of Globa Terra Class A Shares and Globa Terra Class B Shares.

“Globa Terra Warrants” means the redeemable warrants of Globa Terra, each whole warrant exercisable for one Globa Terra Class A Share at an exercise price of US$11.50, subject to adjustment, issued under the Warrant Agreement, including those forming part of the public units and the Private Placement Units.

“Governmental Authority” means any

“Group” means a “group” of Persons as defined in Section 13(d) of the Exchange Act.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board, as incorporated in Part I of the CPA Canada Handbook - Accounting.

“Incentive Plan” means the omnibus equity incentive plan of Pubco to take effect at the Effective Time, in form and substance reasonably acceptable to Globa Terra and Nature’s Ledger, providing for an initial reserve of 15% of the Pubco Common Shares outstanding immediately after the Effective Time, with no “evergreen” or automatic annual increase, and inclusive of any Pubco Common Shares issued as director compensation or to advisors.

“Interim Order” means the interim order of the Court under subsection 193(4) of the ABCA, in form and substance acceptable to Globa Terra, Nature’s Ledger and BCCo, each acting reasonably, containing declarations and directions with respect to the Arrangement and providing for, among other things, the calling and holding of the BCCo Meeting (and, if applicable, the NL Meeting), as that order may be affirmed, amended, modified, supplemented or varied by the Court at any time before the Final Order with the consent of Globa Terra, Nature’s Ledger and BCCo, each acting reasonably.

“Investment Canada Act” means the Investment Canada Act, R.S.C. 1985, c. 28 (1st Supp.), as amended.

“Joinder” means a joinder agreement substantially in the form of Schedule D.

“Knowledge” or “knowledge” means

in each case after reasonable inquiry of those individuals’ direct reports and of the records of the relevant Party.

“Law” means any law, statute, regulation, rule, by-law, ordinance, code, Order, treaty, policy, instrument, notice, direction or requirement of any Governmental Authority having the force of law, and the terms and conditions of any Permit, and includes the rules and policies of Nasdaq.

“Lien” means any mortgage, charge, pledge, hypothec, security interest, lien, encumbrance, adverse claim, option, right of first refusal, easement or other restriction or third-party right of any kind, including any registration under personal property security legislation.

“Lock-Up Agreements” means the lock-up agreements, in form and substance reasonably acceptable to Globa Terra and Nature’s Ledger, entered into by

under which those Persons agree not to transfer the Pubco Common Shares they receive or hold at the Effective Time, excluding Lock-Up Excluded Shares, for 12 months after the Closing Date (or, with respect to the Sponsor and the directors and officers of Globa Terra, such other shorter periods as provided in the letter agreement the letter agreement entered into at the time of Globa Terra’s initial public offering), subject to the release schedule and permitted transfers set out in those lock-up agreements.

“Lock-Up Excluded Shares” means (i) 340,000 Pubco Common Shares held by the directors of Globa Terra as of the date of this Agreement and received by them as compensation for services (and Globa Terra shall cause the letter agreement entered into at the time of its initial public offering to be amended or waived at the Closing to the extent necessary to give effect to such exclusion), and (ii) 340,000 Pubco Common Shares held by the Persons listed in clause (b) of the definition of “Lock-Up Agreements.”

“Measurement Period” means the period starting on the Closing Date and ending on the fifth anniversary of the Closing Date.

“MI 61-101” means Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

“Nasdaq” means The Nasdaq Stock Market LLC, including The Nasdaq Capital Market or such other tier on which the Pubco Common Shares are to be listed.

“NL Arrangement Resolution” means the special resolution of the NL Shareholders approving the Arrangement, substantially in the form of Schedule B, to be passed by the NL Written Resolution or, if applicable, at the NL Meeting.

“NL Board” means the board of directors of Nature’s Ledger.

“NL Class A Shares” means the Class A common shares in the capital of Nature’s Ledger.

“NL Class G Preferred Shares” means the Class G preferred shares in the capital of Nature’s Ledger.

“NL Disclosure Letter” means the disclosure letter to be delivered by Nature’s Ledger to Globa Terra in accordance with Section 6.20, as updated (if applicable) as of the Closing Date.

“NL Financial Statements” has the meaning given in Section 4.7.

“NL Meeting” means, if the NL Written Resolution is not obtained within the time required by Section 3.5, the special meeting of NL Shareholders to be called and held under the Interim Order to consider the NL Arrangement Resolution.

“NL Principal Shareholders” means MSI Seymour, Regenera, Vintage Holdings and each other holder of 5% or more of the outstanding NL Shares.

“NL Shareholder Approval” means the approval of the NL Arrangement Resolution

“NL Shareholders” means the holders of NL Shares.

“NL Shares” means the NL Class A Shares and the NL Class G Preferred Shares.

“NL Warrants” means the 2,502,500 warrants to purchase NL Class A Shares outstanding at the date of this Agreement, as described in the NL Disclosure Letter.

“NL Written Resolution” means a written resolution of the NL Shareholders approving the NL Arrangement Resolution, at least two-thirds of the votes cast by the holders of each class of NL Shares entitled to vote, voting separately as a class where the ABCA or the Interim Order so requires.

“Order” means any order, judgment, injunction, decree, ruling, award, decision or writ of any Governmental Authority.

“Ordinary Course” means, with respect to an action taken by a Person, that the action is consistent in nature, scope and magnitude with the past practices of that Person and is taken in the ordinary course of that Person’s normal day-to-day operations.

“Outside Date” means July 9, 2027, or such later date as Globa Terra, Nature’s Ledger and BCCo may agree in writing; provided that the Outside Date shall not be later than the last day of the Combination Period (as extended).

“Parties” means Globa Terra, Pubco (from the date it executes the Joinder), AmalSub (from the date it executes the Joinder), Nature’s Ledger and, from and after the time BCCo becomes a party to this Agreement by executing and delivering the Joinder Agreement in accordance with Section 1.8, BCCo, and “Party” means any of them.

“PCAOB” means the Public Company Accounting Oversight Board (United States).

“PCAOB Financial Statements” has the meaning given in Section 3.9.

“Permits” means all licences, permits, certificates, consents, registrations, accreditations, validations, verifications, project listings, approvals and other authorizations issued by any Governmental Authority or carbon registry or crediting program.

“Person” includes any individual, partnership, limited partnership, limited liability company, joint venture, syndicate, sole proprietorship, corporation, unlimited liability company, trust, trustee, executor, administrator, legal representative, Governmental Authority or other entity, whether or not having legal status.

“Permitted Financing” means any equity or equity-linked financing (other than the PIPE Financing), non-redemption agreement or forward purchase agreement entered into by Globa Terra or Nature’s Ledger with the prior written consent of Globa Terra and Nature’s Ledger, to be completed at or before the Effective Time.

“PIPE Financing” means the private placement financing described in Section 2.4, for aggregate gross proceeds of approximately US$10,000,000.

“PIPE Investors” means the Persons who subscribe for PIPE Securities in the PIPE Financing.

“PIPE Securities” means the subscription receipts of Nature’s Ledger issued at a price of US$10.00 each, each of which will be exchanged for one Pubco Common Share immediately prior to the Effective Time under the PIPE Subscription Agreements.

“PIPE Subscription Agreements” means the subscription agreements entered into or to be entered into with the PIPE Investors, in form and substance reasonably acceptable to Globa Terra and Nature’s Ledger.

“Plan of Arrangement” means the plan of arrangement substantially in the form of Schedule A, as amended or varied in accordance with this Agreement, the Plan of Arrangement or at the direction of the Court in the Final Order (with the consent of Globa Terra, Nature’s Ledger and BCCo, each acting reasonably).

“Private Placement Units” means the 394,267 private placement units of Globa Terra issued to the Sponsor and the Private Placement Investor (as defined in the Globa Terra SEC Reports) at the closing of Globa Terra’s initial public offering.

“Private Placement Investor” has the meaning given in the Globa Terra SEC Reports.

“Proxy Statement” means the proxy statement of Globa Terra on Schedule 14A under the Exchange Act (or, if an SEC Registration Statement is filed, the proxy statement/prospectus forming part of it) for the Globa Terra Meeting, including all amendments and supplements.

“Pubco” has the meaning given in the Recitals.

“Pubco Board” means the board of directors of Pubco.

“Pubco Common Shares” means (a) prior to the Continuance, the common shares in the capital of Pubco authorized under the SPAC Merger Pubco Articles and (b) from and after the Continuance, the common shares in the capital of Pubco authorized under the Continued Pubco Articles.

“Pubco EBITDA” means, for any measurement period, consolidated earnings before interest, taxes, depreciation, and amortization of Pubco, calculated in accordance with GAAP or IFRS applied consistently with Pubco’s audited financial statements, as derived from Pubco’s audited annual consolidated financial statements, with permitted add-backs limited to those to be reasonably agreed in writing by the Parties as soon as reasonably practicable following the date of this Agreement.

“Public Shares” means the Globa Terra Class A Shares forming part of the 17,499,550 units sold in Globa Terra’s initial public offering, and “Public Shareholders” means the holders of Public Shares.

“Redemption” means the redemption of Public Shares by a Public Shareholder in connection with the Globa Terra Meeting and the Transaction under the Globa Terra Articles (as amended by the Globa Terra Articles Amendment), and “Redemptions” has a corresponding meaning.

“Registrar” means the Registrar of Corporations appointed under the ABCA.

“Registration Rights Agreement” means the amended and restated registration rights agreement to be entered into at Closing among Pubco, the Sponsor and certain securityholders of the Company Parties, in form and substance reasonably acceptable to Globa Terra, the Sponsor and Nature’s Ledger, which shall provide, among other things, that (i) Pubco shall file a registration statement covering the resale of all Registrable Securities (including the Pubco Common Shares and Pubco Warrants issued in respect of the Founder Shares, the Private Placement Units, the Restricted Class A Shares and any Working Capital Loans, and all Pubco Common Shares held by current or former directors and officers of Globa Terra) within 30 days after the Closing Date and use reasonable best efforts to cause it to be declared effective within 90 days after the Closing Date (or 120 days if reviewed by the SEC) and to keep it effective until all such securities have been sold or may be sold without restriction under Rule 144, (ii) customary demand, piggyback and underwritten shelf takedown rights, and (iii) Pubco shall bear all registration expenses.

“Regulatory Approvals” means the sanctions, rulings, consents, Orders, exemptions, Permits, clearances and other approvals (including the lapse, without objection, of a prescribed time under a Law that provides that a transaction may be implemented if a prescribed time lapses after a notice has been given) of Governmental Authorities listed in Schedule E.

“Required Board Approval” means, with respect to any applicable determination, certification or other matter required to be approved, (a) the good faith approval of such matter by a majority of the members of the Pubco Board after consultation with the audit committee of the Pubco Board; provided, that if a majority of the members of the Pubco Board are unable to agree on the approval of such matter within five (5) Business Days after the matter is first presented to the Board, then (b) such matter shall instead be determined and certified in a detailed written report prepared by a third-party outside consultant with relevant experience in the Business, which consultant shall be selected by the Pubco Board after consultation with the audit committee of the Pubco Board, with all fees, costs and expenses of such consultant to be borne by Pubco.

“Restricted Class A Shares” means the 788,534 Class A ordinary shares of Globa Terra sold in the private placements that closed at the same time as Globa Terra’s initial public offering, which vest only on the completion of Globa Terra’s initial Business Combination.

“Replacement Warrants” means the warrants to purchase Pubco Common Shares to be issued in exchange for NL Warrants under the Plan of Arrangement.

“Representatives” means, with respect to any Person, its Affiliates and its and their directors, officers, employees, agents, financial advisors, legal counsel, accountants and other representatives and advisors.

“Rights Agreement” means the rights agreement dated July 8, 2025 between Globa Terra and Odyssey Transfer and Trust Company, as rights agent.

“SEC” means the U.S. Securities and Exchange Commission.

“SEC Filing” means the Proxy Statement and a registration statement on Form S-4 or Form F-4 (as applicable) filed by Pubco (or Globa Terra) registering, among other things, the Pubco securities to be issued to the holders of Globa Terra securities in the SPAC Merger and the Continuance (including as required by Rule 145a under the Securities Act), with the Company Parties or Amalco as co-registrants where required by Law (the “SEC Registration Statement”), including the Proxy Statement as part of it.

“Section 3(a)(10) Exemption” means the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) of the Securities Act.

“Securities Act” means the U.S. Securities Act of 1933, and the rules and regulations of the SEC under it.

“Securities Authorities” means the British Columbia Securities Commission, the Alberta Securities Commission and the other securities regulatory authorities of the provinces and territories of Canada in which BCCo is a reporting issuer, and the SEC.

“Securities Laws” means Canadian Securities Laws, the Securities Act, the Exchange Act, applicable U.S. state securities laws and the rules of Nasdaq.

“SEDAR+” means the System for Electronic Data Analysis and Retrieval + maintained by the Canadian Securities Administrators.

“SPAC Merger Effective Time” means the date when the Plan of SPAC Merger (and any other documents required by the Cayman Companies Act) (collectively, the “CRPM”) has been registered by the Cayman Registrar, or such later time as specified in the CRPM (except that such date or effective time shall not be a date later than the ninetieth day after the date of such registration in compliance with the Cayman Companies Act).

“Sponsor” means Globa Terra Management LLC, a Cayman Islands limited liability company.

“Sponsor Support Agreement” means the sponsor support agreement dated the date of this Agreement among Globa Terra, the Sponsor and the Company Parties, substantially in the form of Exhibit 1.

“Subsidiary” has the meaning given in National Instrument 45-106 - Prospectus Exemptions.

“Tax Act” means the Income Tax Act (Canada), R.S.C. 1985, c. 1 (5th Supp.).

“Tax Returns” means all returns, reports, declarations, disclosures, elections, notices, forms, designations, schedules, attachments, filings, and statements (including any amendments or supplements thereto) filed or required to be filed in respect of Taxes (whether in tangible, electronic or other form).

“Taxes” means all taxes, duties, levies, imposts, assessments, fees, premiums and other charges imposed by any Governmental Authority, including those levied on, measured by, or described with respect to income, capital, profits, capital stock, real or personal property, health, employer health, gross receipts, sales, use, goods and services, harmonized sales, value added, transfer, land transfer, excise, carbon, withholding, payroll, employment, unemployment and property taxes, Canada Pension Plan contributions, employment insurance premiums and workers’ compensation premiums, together with all interest, penalties, fines, additions to tax or other and additions to them imposed by any Governmental Authority, and “Tax” has a corresponding meaning.

“Trading Day” means (a) for so long as the Pubco Common Shares are listed or admitted for trading on Nasdaq or any other national securities exchange, days on which such securities exchange is open for business; or (b) if the Pubco Common Shares are not listed or admitted to trading on any national securities exchange, days on which the Pubco Common Shares are traded regular way in the over-the- counter market and for which a closing bid and a closing asked price for the Pubco Common Shares are available.

“Transaction” means the Continuance, the BCCo Continuance, the PIPE Financing, the Arrangement (including the Amalgamation) and the other transactions contemplated by this Agreement and the other Transaction Documents.

“Transaction Documents” means this Agreement, the Joinder, the Sponsor Support Agreement, the Company Support Agreements, the Lock-Up Agreements, the Registration Rights Agreement, the PIPE Subscription Agreements and each other agreement, certificate and instrument delivered under any of them.

“Transaction Expenses” means all fees, costs and expenses incurred by or on behalf of a Party in connection with the negotiation, preparation and execution of the Transaction Documents and the completion of the Transaction, including the fees of legal counsel, accountants, auditors, financial advisors, placement agents, the Depositary, the transfer agent, printers and proxy solicitors, filing fees payable to Governmental Authorities, and, in the case of Globa Terra, any deferred underwriting or advisory fees, amounts owing under Working Capital Loans or the administrative services agreement with the Sponsor, and fees deferred by service providers until the completion of Globa Terra’s initial Business Combination.

“Transfer Taxes” means any and all transfer, documentary, sales, use, real property, stamp, excise, recording, registration, value added and other similar Taxes, fees and costs (including any associated penalties and interest) incurred in connection with the transactions contemplated by this Agreement.

“Treasury Regulations” means the regulations (including final, temporary, and proposed regulations) promulgated by the U.S. Department of the Treasury pursuant to and in respect of provisions of the Code.

“Trust Account” means the trust account established by Globa Terra under the Trust Agreement for the benefit of the Public Shareholders.

“Trust Agreement” means the investment management trust agreement dated July 8, 2025 between Globa Terra and Odyssey Transfer and Trust Company, as trustee.

“U.S. GAAP” means generally accepted accounting principles in the United States, consistently applied.

“VWAP” means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value per share on such date(s) as reasonably determined by Pubco.

“Warrant Agreement” means the warrant agreement dated July 8, 2025 between Globa Terra and Odyssey Transfer and Trust Company, as warrant agent.

“Working Capital Loans” means loans made to Globa Terra by the Sponsor, its Affiliates or Globa Terra’s officers or directors to finance Transaction Expenses and working capital, of which up to US$2,500,000 may be convertible into Private Placement Units at US$10.00 per unit.

In this Agreement, unless the context otherwise requires:

Unless otherwise stated, all references to “$”, “US$” or “dollars” are to United States dollars and all references to “C$” are to Canadian dollars. Any amount to be converted between those currencies for the purposes of this Agreement shall be converted at the daily average exchange rate published by the Bank of Canada on the Business Day before the relevant determination.

Unless otherwise stated, all accounting terms not specifically defined in this Agreement shall be interpreted in accordance with IFRS as applied by the relevant Company Party or, in the case of Globa Terra and in respect of the PCAOB Financial Statements (if required), U.S. GAAP.

The Disclosure Letters form part of this Agreement. The Disclosure Letters may be delivered after the date of this Agreement in accordance with Section 6.20 and, once delivered, shall qualify the representations and warranties of the Company Parties in Article 4 and of Globa Terra, Pubco and AmalSub in Article 5, as applicable, as if delivered on the date of this Agreement. Notwithstanding the foregoing, no Disclosure Letter delivered after the date of this Agreement (and no update to any Disclosure Letter) shall cure any inaccuracy in any representation or warranty for purposes of Article 7 or Section 8.2, or limit the Diligence Out Right. Disclosure of any matter in any section of a Disclosure Letter shall be deemed to be disclosure for all other representations and warranties to which the relevance of that matter is reasonably apparent on the face of the disclosure. The inclusion of any matter in a Disclosure Letter is not an admission that the matter is material or outside the Ordinary Course.

The following Schedules form part of this Agreement:

Except where this Agreement expressly provides otherwise, the representations, warranties, covenants and obligations of Nature’s Ledger and of BCCo are several, and not joint or joint and several, and each Company Party gives its representations and warranties only in respect of itself and its Subsidiaries. No Company Party is liable for any breach by the other Company Party.

Notwithstanding anything to the contrary in this Agreement, this Agreement shall become effective and binding upon Globa Terra and Nature’s Ledger upon execution and delivery hereof by such Parties, irrespective of whether BCCo has executed and delivered this Agreement. The failure of BCCo to execute and deliver this Agreement shall not affect the validity, effectiveness or enforceability of this Agreement as between Globa Terra and Nature’s Ledger or their respective rights and obligations hereunder, and shall not, in and of itself, constitute a breach of this Agreement, result in the failure of any condition hereunder or give rise to any right of termination of this Agreement.

BCCo may subsequently become a Party to this Agreement by executing and delivering the Joinder, whereupon BCCo shall be bound by this Agreement without requiring any further action, consent or execution by any other Party.

For purposes of this Agreement, the date of this Agreement with respect to each Party shall be the date on which such Party executes and delivers this Agreement or the Joinder, as applicable, and all references herein to the “date of this Agreement” or the “date hereof” shall, with respect to such Party, be deemed to refer to such date, including for purposes of the delivery of its Disclosure Letter, unless the context otherwise requires.

Subject to the terms and conditions of this Agreement, the Parties shall carry out the Transaction in the following sequence, each step to be completed in the order set out below and, where so stated, at the time specified:

Nature’s Ledger, BCCo and (from the date of the Joinder) AmalSub shall, and Globa Terra shall cause AmalSub to, carry out the Arrangement in accordance with this Agreement and the Plan of Arrangement. Without limiting the foregoing, and in accordance with the Plan of Arrangement:

and are set out or calculated as provided in the Plan of Arrangement.

Each Company Party shall update its Allocation Schedule as necessary up to the Effective Time. Globa Terra, AmalSub and the Depositary may rely conclusively on the Allocation Schedule, and neither Globa Terra nor AmalSub shall have any liability to any Person for any error in it.

No fractional Pubco Common Shares or Replacement Warrants shall be issued under the Arrangement. Where the aggregate number of Pubco Common Shares to be issued to a holder would otherwise include a fraction, the number shall be rounded down to the nearest whole share without compensation. The treatment of fractional entitlements arising from the Globa Terra Warrants and the Globa Terra Rights shall be governed by the Warrant Agreement and the Rights Agreement, as applicable.

Registered NL Shareholders and BCCo Shareholders may exercise Dissent Rights in connection with the Arrangement in the manner set out in section 191 of the ABCA, as modified by the Interim Order and the Plan of Arrangement. Each Company Party shall give Globa Terra prompt notice of any written notice of dissent, withdrawal of that notice or other instrument received by it, and of any demand for payment. Neither Company Party shall, without the prior written consent of Globa Terra, acting reasonably, make any payment or settlement offer, or agree to any payment or settlement, in respect of any Dissent Rights.

To the extent available under the Cayman Companies Act, Globa Terra Class A Shares held by holders who have validly exercised and not withdrawn or lost their rights to dissent from the SPAC Merger under section 238 of the Cayman Companies Act (“SPAC Dissenting Shares”) shall be cancelled at the SPAC Merger Effective Time and shall entitle their holders only to payment of the fair value of such shares determined in accordance with section 238 of the Cayman Companies Act. Globa Terra shall give the Company Parties prompt notice of any notice of objection or dissent received, shall give written notice of the authorization of the SPAC Merger to each objecting shareholder within 20 days of obtaining the Globa Terra Shareholder Approval in accordance with section 238(4) of the Cayman Companies Act, and shall not make any offer or payment, or settle any demand, in respect of any SPAC Dissenting Shares without the prior written consent of Nature’s Ledger (not to be unreasonably withheld). Any holder that fails to perfect, or effectively withdraws or loses, such rights shall receive Pubco Common Shares in accordance with Section 2.1.6.2(ii).

In accordance with the Globa Terra Articles, the Rights Agreement, the Warrant Agreement and the Sponsor Support Agreement, and subject to the completion of the Arrangement:

Globa Terra, Pubco, AmalSub, Amalco, the Company Parties, the Depositary and their respective agents, as applicable (each, a “Withholding Party”) shall be entitled to deduct and withhold, or cause to be deducted and withheld, from any consideration payable or deliverable to any Person under this Agreement or the Plan of Arrangement any amounts required to be deducted and withheld under the Tax Act, the Code, Treasury Regulations, or any other applicable Law in respect of Taxes, as provided in the Plan of Arrangement. Any amounts so deducted and withheld shall be treated for all purposes hereof and of the Plan of Arrangement as having been paid to the Person in respect of whom they were deducted and withheld; provided, that such deducted and withheld amounts are actually and timely remitted to the appropriate Governmental Authority by or on behalf of a Withholding Party to enable such Person to comply with such deduction or withholding requirement. Before withholding any amount (other than in respect of compensatory payments), the Withholding Party shall use commercially reasonable efforts to give the affected Person notice and to cooperate to reduce or eliminate the withholding where permitted by Law.

If required, as soon as reasonably practicable after the date of this Agreement, and in any event on or before February 15, 2027 (or such later date as the Parties agree, Nature’s Ledger and BCCo shall jointly apply to the Court, in a manner reasonably acceptable to Globa Terra, under section 193 of the ABCA and, in cooperation with Globa Terra, prepare, file and diligently pursue an application for the Interim Order. The application shall seek an Interim Order that provides, among other things:

subject to the terms of this Agreement, Nature’s Ledger and BCCo shall, in consultation and cooperation with Globa Terra, take all steps necessary or desirable to submit the Arrangement to the Court and apply for the Final Order as soon as reasonably practicable, and in any event within five Business Days after the last of those approvals is obtained.

Subject to the Interim Order and the Final Order, Globa Terra and the Company Parties may amend the Plan of Arrangement at any time and from time to time before the Effective Time, provided that each amendment is

Notwithstanding the foregoing, after the Effective Time, Pubco and Amalco may amend the Plan of Arrangement without the approval of the Court or the securityholders in accordance with Section 6.2 of the Plan of Arrangement, but only if the amendment is of an administrative nature required to better give effect to the Arrangement and is not adverse to the financial or economic interests of any former securityholder.

The Parties intend that the Consideration Securities will be issued in reliance on the exemption from the prospectus requirement in section 2.11 of National Instrument 45-106 - Prospectus Exemptions and that, following the Effective Time, Pubco will be a reporting issuer in the Provinces of British Columbia and Alberta. Globa Terra and the Company Parties shall use commercially reasonable efforts to ensure that the first trade of the Consideration Securities (other than control distributions) is not subject to restrictions on resale under Canadian Securities Laws, other than as provided in section 2.6 or 2.9 of National Instrument 45-102 - Resale of Securities or in respect of control distributions.

This Agreement, together with the Plan of Arrangement, is intended to be, and is hereby adopted as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) with respect to each of the reorganizations constituting the Intended Tax Treatment.

No Party makes any representation or warranty to any other Party or to any securityholder about the Tax treatment of the Transaction.

A majority of the directors must qualify as “independent directors” under Nasdaq Rule 5605(a)(2), and the board must include at least three directors who meet the audit committee requirements of Nasdaq Rule 5605(c)(2) and Rule 10A-3 under the Exchange Act. The designations shall be made by written notice to Globa Terra not later than ten Business Days before the Proxy Statement is first filed with the SEC.

No adjournment or postponement may be to a date later than ten Business Days after the originally scheduled date or later than five Business Days before the Outside Date.

Globa Terra shall give the Public Shareholders the opportunity to redeem their Public Shares in accordance with the Globa Terra Articles (as amended by the Globa Terra Articles Amendment), the Trust Agreement and applicable Law, in connection with the Globa Terra Meeting. Globa Terra shall not

Globa Terra shall, and shall cause the Sponsor to, use commercially reasonable efforts to minimize Redemptions, including by exploring non-redemption, forward purchase or similar arrangements approved by Nature’s Ledger, provided that the terms of any such arrangement (including any transfer or forfeiture of Founder Shares and any cash or fee payable) shall be approved by a majority of the independent directors of Globa Terra and fully disclosed in the SEC Filing, and any Founder Shares transferred or forfeited under such arrangements shall be borne solely by the Sponsor out of the Founder Shares it holds (and not out of any Private Placement Units, Restricted Class A Shares or Founder Shares held directly by any director or officer of Globa Terra).

Nature’s Ledger shall seek the NL Written Resolution from the requisite NL Shareholders entitled to vote on the NL Arrangement Resolution. It shall deliver a copy of the executed NL Written Resolution to Globa Terra promptly after receiving it.

Subject to the terms of this Agreement and the Interim Order, BCCo shall:

The BCCo Circular shall include:

BCCo shall determine, in consultation with Globa Terra and Nature’s Ledger and their respective counsel, whether the Arrangement is a “business combination” of BCCo under MI 61-101 and, if so:

BCCo shall comply with MI 61-101 in all material respects, including by establishing a special committee of independent directors where required or advisable. Each Company Party shall disclose to the other Parties, as soon as reasonably practicable, any “collateral benefit” (as defined in MI 61-101) to be received by any related party of it, and any related party that holds securities of more than one of the Parties.

(together, the “PCAOB Financial Statements”). The PCAOB Financial Statements, when delivered, shall not reflect revenue, net income (loss), total assets or indebtedness for any period that differ by more than 10% from the NL Financial Statements. Each Company Party shall update the PCAOB Financial Statements to the extent required by Regulation S-X for the SEC Filing, the BCCo Circular and the Form 8-K to be filed at Closing.

Globa Terra shall promptly engage an independent third-party financial advisor, selected by and reporting to the independent directors of Globa Terra and whose fee is not contingent on the Closing, to deliver a fairness opinion to the Globa Terra Board in connection with the Transaction, and such fairness opinion shall be described in the SEC Filing as required by Item 1607 of Regulation S-K. Receipt of such fairness opinion, in form and substance satisfactory to the independent directors of Globa Terra, is a condition to the obligations of Globa Terra under Section 7.2.

Each of Nature’s Ledger and BCCo has engaged, or shall promptly engage, its financial advisor to deliver a Fairness Opinion to its board of directors if it is required to do so upon advice of counsel and it shall use commercially reasonable efforts to obtain the Fairness Opinion before the date on which the NL Information Statement or the BCCo Circular, as applicable, is finalized, and to have it included in that document.

Except as disclosed in its Disclosure Letter, each Company Party, severally and not jointly and only in respect of itself and its Subsidiaries, as of and from the time it becomes a Company Party, represents and warrants to each other Company Party and to each of Globa Terra, Pubco and AmalSub, individually, as follows, and acknowledges that each other Company Party, Globa Terra, Pubco and AmalSub are each relying on these representations and warranties in entering into this Agreement:

It is a corporation duly incorporated or continued, validly existing and, with respect to the filing of annual returns, in good standing under the ABCA (or, in the case of BCCo before the BCCo Continuance, under the BCBCA). It has all necessary corporate power and capacity to own, lease and operate its assets and to carry on its business as now conducted. It is registered, licensed or qualified to do business in each jurisdiction where the nature of its business or assets makes that necessary, except where the failure to be so registered, licensed or qualified would not reasonably be expected to have a Company Material Adverse Effect. It has made available to Globa Terra true and complete copies of its articles, by-laws and any unanimous shareholder agreement, each as amended, and it is not in breach of any of them.

It has all necessary corporate power and capacity to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party. Subject only to obtaining its Arrangement Resolution approval, the Interim Order and the Final Order (and, in the case of BCCo, the approval of the BCCo Continuance Resolution and the authorization of the registrar under section 308 of the BCBCA), the execution and delivery of this Agreement and the performance of its obligations have been duly authorized by its board of directors, and no other corporate proceedings on its part are necessary. This Agreement has been duly executed and delivered by it and is a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Laws affecting creditors’ rights generally and to general principles of equity (the “Enforceability Exceptions”).

Its board of directors, after consultation with its financial and legal advisors (and on the unanimous recommendation of its special committee, if any), has unanimously

except, in the case of clauses (ii) to (iv), as would not reasonably be expected to have a Company Material Adverse Effect or to prevent or materially delay the completion of the Transaction.

Its Disclosure Letter lists each of its Subsidiaries, its jurisdiction of organization and the Persons who own its securities. Except as disclosed in its Disclosure Letter, it owns, directly or indirectly, all of the issued and outstanding securities of each of its Subsidiaries free and clear of all Liens, other than Permitted Liens. It does not own, directly or indirectly, any equity interest in any other Person. The representations and warranties in this Article 4 apply to each Subsidiary with the necessary changes.

It has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except

Since December 31, 2025

It is, and since the later of January 1, 2022 and the date of its incorporation, has been, in compliance in all material respects with all applicable Laws. It has not received any written notice of any actual or alleged material violation of Law, and to its knowledge no investigation by any Governmental Authority is pending or threatened. It holds all Permits required to carry on its business as now conducted except as would not have a Company Material Adverse Effect. Each such Permit is in full force and effect and it is in compliance in all material respects with its terms, and no proceeding is pending or, to its knowledge, threatened to revoke, suspend or adversely modify any of them.

There is no claim, action, suit, arbitration, investigation, inquiry or other proceeding (a “Proceeding”) pending or, to its knowledge, threatened against or affecting it, any of its Subsidiaries, their assets or any of their directors or officers (in that capacity) that

It is not subject to any outstanding Order.

It has good and marketable title to, or a valid leasehold interest in or right to use, all real and personal property used in its business, free and clear of all Liens other than

(together, “Permitted Liens”). Its Disclosure Letter lists all real property owned or leased by it, and all land access, conservation easement or carbon rights agreements under which it holds rights in land. It does not own any real property in the United States.

It owns, or has a valid right to use, all intellectual property, software, data and information technology systems used in or necessary for its business as now conducted (“Company IP”), free and clear of all Liens other than Permitted Liens. To its knowledge, the conduct of its business does not infringe, misappropriate or otherwise violate the intellectual property rights of any Person. To its Knowledge, no Person is infringing any Company IP it owns. It is, and since January 1, 2022 has been, in compliance in all material respects with all applicable privacy and data protection Laws, including the Personal Information Protection Act (Alberta) and the Personal Information Protection and Electronic Documents Act (Canada). It has not suffered any material security breach of, or unauthorized access to, its systems or data.

Each Company Benefit Plan has been maintained and administered in compliance in all material respects with its terms and applicable Law.

Its Disclosure Letter lists all insurance policies it maintains. Each policy is in full force and effect, all premiums due have been paid, and it has not received notice of cancellation or non-renewal. No policy will be cancelled or otherwise terminated as a result of the Transaction. There are no material claims pending under any policy for which coverage has been denied or disputed.

Neither it, nor any of its directors or officers, nor, to its Knowledge, any of its employees, agents or other Persons acting on its behalf, has

Except as disclosed in its Disclosure Letter and for employment and compensation arrangements in the Ordinary Course, no director, officer, 10% securityholder or other “related party” (as defined in MI 61-101) of it, and no Affiliate or associate of any of those Persons,

BCCo represents and warrants to Globa Terra, Pubco and AmalSub that:

Nature’s Ledger is not a reporting issuer in any jurisdiction and none of its securities is listed or quoted on any exchange or market. All securities of Nature’s Ledger were issued in compliance with applicable Securities Laws in reliance on available prospectus and registration exemptions. Nature’s Ledger is not an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended, and is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act. The number of holders of NL securities that are resident in the United States is set out in the NL Disclosure Letter.

Except as set out in its Disclosure Letter, no broker, finder, investment banker or financial advisor is entitled to any brokerage, finder’s or other fee or commission in connection with the Transaction based on arrangements made by or on behalf of it. It has made available to Globa Terra true and complete copies of all agreements under which any such Person is entitled to a fee or commission in connection with the Transaction.

None of the information supplied or to be supplied by it for inclusion in the SEC Filing, the BCCo Circular, the NL Information Statement or any filing with Nasdaq will, at the relevant time, contain any untrue statement of a material fact or omit to state a material fact required to be stated in it or necessary to make the statements in it, in light of the circumstances under which they are made, not misleading (or, in the case of Canadian documents, contain a misrepresentation).

The aggregate value of its assets in Canada, and its gross revenues from sales in, from or into Canada, as determined under Part IX of the Competition Act, do not exceed C$93 million. It is not a “state-owned enterprise” and does not carry on a “cultural business” within the meaning of the Investment Canada Act.

No act or proceeding has been taken by or against it or any of its Subsidiaries, and no such act or proceeding has been authorized or is being considered by or on behalf of it or, to its knowledge, is threatened, in connection with the dissolution, liquidation, winding up, bankruptcy, reorganization, compromise or arrangement with creditors of it or any of its Subsidiaries, or for the appointment of a trustee, receiver, receiver-manager, liquidator, custodian or other similar officer for it, any of its Subsidiaries or any part of their assets. Neither it nor any of its Subsidiaries has made, or is considering making, an assignment for the benefit of its creditors, or has sought protection under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or any similar legislation.

To its knowledge, no “related party” of it (within the meaning of MI 61-101), together with its associated entities, beneficially owns or exercises control or direction over 1% or more of its outstanding shares, except related parties who will not receive a “collateral benefit” (within the meaning of MI 61-101) as a consequence of the Transaction. Except as set out in its Disclosure Letter, the approval of its Arrangement Resolution is not required to include “minority approval” (within the meaning of MI 61-101), and the Transaction is not subject to the formal valuation requirements of MI 61-101.

It does not have, and will not adopt or implement, any shareholder rights plan or any other plan, Contract or instrument that will trigger any right to acquire its shares or other securities, or any right, entitlement or privilege in favour of any Person, upon the entering into of this Agreement or in connection with the Transaction. Its Disclosure Letter lists each confidentiality, standstill or similar agreement that it or any of its Subsidiaries has entered into within the 12 months before the date of this Agreement with any Person (other than Globa Terra) in connection with a potential Acquisition Proposal. Each such agreement that remains in force contains customary standstill provisions, and it has not waived, amended, released or failed to enforce any standstill, confidentiality or similar provision in any such agreement, except to the extent such agreement provides for an automatic release as a result of the Transaction.

Its corporate records and minute books, and those of each of its Subsidiaries, have been maintained in compliance in all material respects with applicable Laws and are complete and accurate in all material respects, other than minutes of meetings of its board of directors or any committee of its board that are in draft form or relate to the Transaction. True and complete copies of such corporate records and minute books have been made available to Globa Terra.

Each Company Party has conducted its own independent investigation of the Globa Terra and acknowledges that, except for the representations and warranties in Article 5 (as qualified by the Disclosure Letters), Neither Globa Terra nor any of its Representatives makes any representation or warranty, express or implied.

Except for the representations and warranties in this Article 4 (as qualified by its Disclosure Letter), no Company Party makes any other express or implied representation or warranty, and each Company Party disclaims any other representation or warranty, including as to the accuracy or completeness of any projections, forecasts or other forward-looking information made available to Globa Terra or its Representatives.

Except as disclosed in the Globa Terra Disclosure Letter or in the Globa Terra SEC Reports filed before the date of this Agreement (excluding risk factor, forward-looking statement and similar cautionary disclosure), Globa Terra represents and warrants to each Company Party (and, from the date of the Joinder, each of Pubco and AmalSub jointly and severally with Globa Terra represents and warrants to each Company Party in respect of itself) as follows, and acknowledges that the Company Parties are relying on these representations and warranties in entering into this Agreement:

Globa Terra is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, with all necessary corporate power and capacity to own its assets and carry on its business as now conducted. After the Continuance, Pubco will be a corporation duly continued and validly existing under the ABCA. True and complete copies of the Globa Terra Articles, the Trust Agreement, the Warrant Agreement, the Rights Agreement and each agreement between Globa Terra and the Sponsor or any of its Affiliates are included in the Globa Terra SEC Reports or have been made available to the Company Parties. Globa Terra is not in material breach of the Globa Terra Articles.

Globa Terra has all necessary corporate power and capacity to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party. Subject only to obtaining the Globa Terra Shareholder Approval, the execution and delivery of this Agreement and the performance of its obligations have been duly authorized by the Globa Terra Board, and no other corporate proceedings on its part are necessary. This Agreement has been duly executed and delivered by Globa Terra and is a legal, valid and binding obligation of Globa Terra, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions. The Globa Terra Board (including a majority of its independent directors, as required by Nasdaq IM-5101-2) has approved this Agreement and the Transaction and made the determinations set out in the Recitals. The Globa Terra Shareholder Approval is the only vote of the holders of any securities of Globa Terra necessary to approve the Transaction.

The execution, delivery and performance of this Agreement by Globa Terra and the completion of the Transaction do not and will not

except, in the case of clauses (b) and (c), as would not reasonably be expected to have a Globa Terra Material Adverse Effect or to prevent or materially delay the completion of the Transaction.

Other than the filing of the SEC Filing, filings with Nasdaq, the filings required for the Continuance, the Regulatory Approvals and filings under the Exchange Act and Canadian Securities Laws, no authorization, consent or approval of, or filing with, any Governmental Authority is required to be obtained or made by Globa Terra in connection with this Agreement or the Transaction.

In addition, 788,534 Restricted Class A Shares were issued to the Sponsor and the Private Placement Investor, vesting only on the completion of Globa Terra’s initial Business Combination.

The Globa Terra Disclosure Letter contains a complete and accurate list of all Transaction Expenses of Globa Terra incurred and unpaid or deferred at the date of this Agreement (including any deferred underwriting, business combination marketing, advisory or legal fees, and amounts owing under the administrative services agreement with the Sponsor at US$15,000 per month), and a good faith estimate of all Transaction Expenses expected to be incurred to the Closing.

The public units, Globa Terra Class A Shares, Globa Terra Warrants and Globa Terra Rights are registered under Section 12(b) of the Exchange Act and are listed on Nasdaq under the symbols “GTERU”, “GTER”, “GTERW” and “GTERR”, respectively. Globa Terra is in compliance in all material respects with the Nasdaq continued listing rules. There is no Proceeding pending or, to Globa Terra’s Knowledge, threatened by Nasdaq or the SEC to deregister any of those securities or to delist or suspend them from trading. Except as set forth in Globa Terra’s SEC Reports, Globa Terra has not received any notice of deficiency or delisting from Nasdaq that remains unresolved.

Globa Terra is not an “investment company” and is not required to register as one under the U.S. Investment Company Act of 1940, as amended. Globa Terra is a “shell company” (as defined in Rule 12b-2 under the Exchange Act), an “emerging growth company” (as defined in Section 2(a)(19) of the Securities Act) and a “smaller reporting company” (as defined in Rule 12b-2 under the Exchange Act).

There is no Proceeding pending or, to Globa Terra’s Knowledge, threatened against Globa Terra, the Sponsor (relating to Globa Terra) or any of Globa Terra’s directors or officers (in that capacity), and Globa Terra is not subject to any outstanding Order. Globa Terra is, and since its incorporation has been, in compliance in all material respects with all applicable Laws. The representation in the Section of Article 4 headed “Anti-Corruption, Sanctions and AML” is also made by Globa Terra in respect of itself and the Sponsor, to Globa Terra’s Knowledge, with the necessary changes.

Globa Terra has duly and timely filed all material Tax returns required to be filed by it, and all such returns are correct in all material respects. It has paid all material Taxes due and payable and has made adequate provision in its financial statements for all Taxes not yet due. It is not subject to any pending Tax audit or proceeding. It has duly and timely withheld, collected and remitted all Taxes it was required to withhold, collect or remit. There are no audits, reassessments, proceedings or claims pending or, to its knowledge, threatened against it for Taxes, and it has not waived any statute of limitations or agreed to any extension of time for any Tax assessment or reassessment that remains in effect. It has not taken or agreed to take any action, and to its Knowledge there is no plan, agreement, fact or circumstance, that would reasonably be expected to prevent the Intended Tax Treatment. At no time before the Continuance has Globa Terra been resident in Canada for purposes of the Tax Act or had a permanent establishment in Canada. Globa Terra is classified as a corporation for U.S. federal income tax purposes, and to its Knowledge it is not a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or treated as a U.S. corporation under Section 7874(b) of the Code.

The Globa Terra Disclosure Letter lists every Contract or arrangement between Globa Terra, on the one hand, and the Sponsor, any director or officer of Globa Terra or any of their respective Affiliates, on the other hand (each, a “Sponsor Agreement”), including the letter agreement entered into at the time of Globa Terra’s initial public offering, the administrative services agreement, any Working Capital Loans and the registration rights agreement. No Sponsor Agreement will result in any payment or issuance of securities by Globa Terra at or after the Effective Time except as disclosed in the Globa Terra Disclosure Letter. The Sponsor Support Agreement has been duly executed and delivered by the Sponsor and Globa Terra and is in full force and effect.

On its incorporation, each of Pubco and AmalSub will be duly incorporated and validly existing under the Cayman Companies Act or the ABCA, as applicable, and a direct wholly-owned subsidiary of Globa Terra (and, in the case of AmalSub, after the SPAC Merger, of Pubco), formed solely to complete the Transaction. Each of Pubco and AmalSub will have had (and will have prior to the SPAC Merger and Amalgamation, respectively) no assets (other than nominal subscription proceeds), liabilities, business or operations other than those incidental to its formation and to the Transaction. On the Joinder, each of Pubco and AmalSub will have all necessary corporate power and capacity to perform its obligations under this Agreement, the Joinder will have been duly authorized, executed and delivered by it, and this Agreement will be a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions. Neither Pubco nor AmalSub has either taken or agreed to take any action that would reasonably be expected to prevent the Intended Tax Treatment. Each of Pubco and AmalSub is classified as a corporation for U.S. federal income tax purposes.

Except for D. Boral Capital LLC (whose fees are set out in the Globa Terra Disclosure Letter), no broker, finder, investment banker or financial advisor is entitled to any brokerage, finder’s or other fee or commission in connection with the Transaction based on arrangements made by or on behalf of Globa Terra or the Sponsor.

The SEC Filing (except for information supplied in writing by a Company Party or its Representatives for inclusion in it) will, when filed, when cleared or declared effective, when first mailed to the Globa Terra Shareholders and at the time of the Globa Terra Meeting, comply as to form in all material respects with the Securities Act and the Exchange Act. It will not contain any untrue statement of a material fact or omit to state a material fact required to be stated in it or necessary to make the statements in it, in light of the circumstances under which they are made, not misleading. The information supplied by Globa Terra for inclusion in the BCCo Circular and the NL Information Statement will not contain any misrepresentation.

Globa Terra has conducted its own independent investigation of the Company Parties and acknowledges that, except for the representations and warranties in Article 4 (as qualified by the Disclosure Letters), no Company Party or any of its Representatives makes any representation or warranty, express or implied. Except for the representations and warranties in this Article 5 (as qualified by the Globa Terra Disclosure Letter), none Globa Terra, Pubco or AmalSub makes any other express or implied representation or warranty.

From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except as required by this Agreement or by Law, or with the prior written consent of Nature’s Ledger (not to be unreasonably withheld), Globa Terra shall conduct its business in the Ordinary Course and in compliance with the Globa Terra Articles, the Trust Agreement and applicable Law, and shall not: