Joinder Agreement

 

As previously disclosed, on July 18, 2025, UY Scuti Acquisition Corp. ("UYSC"), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with Isdera Group Limited ("Isdera Group" or the "Company"), Xinghui Automotive Technology (Hainan) Co., Ltd ("Xinghui Technology"), certain individuals solely in their capacity as shareholder representatives of Xinghui Technology, Songze Shares Ltd., Wenyuan Holdings Ltd, and Shuyan Holdings Ltd., (each, a "Principal Shareholder" and collectively, the "Principal Shareholders"), and Wenfang Song, an individual, solely in his capacity as the shareholder representative, agent and attorney-in-fact of the Principal Shareholders (the "Principal Shareholders’ Representative").

 

The Merger Agreement contemplated that (i) UYSC would cause the incorporation of a Cayman Islands exempted company (such company to be the "Purchaser") and (ii) Purchaser, upon incorporation, would form another Cayman Islands exempted company as a direct wholly-owned subsidiary of Purchaser (the "Merger Sub"). The parties contemplated that both the Purchaser and Merger Sub would become parties to the Merger Agreement by executing a joinder agreement.

 

On August 14, 2025, UYSC caused Isdera Inc to be incorporated as the "Purchaser" under the Merger Agreement and on August 21, 2025, Isdera Inc formed Isdera Technology Limited as the "Merger Sub" under the Merger Agreement. Thereafter, on September 22, 2026, UYSC, Isdera Inc, Isdera Technology Limited, Isdera Group, the Principal Shareholders and the Principal Shareholders’ Representative entered into a joinder agreement to the Merger Agreement (the "Joinder Agreement"), that resulted in each of Isdera Inc and Isdera Technology Limited becoming parties to the Merger Agreement.

 

First Amendment to Agreement and Plan of Merger

 

Following the execution of the Joinder Agreement, on September 22, 2026, UYSC, Isdera Inc, Isdera Technology Limited, Isdera Group, the Principal Shareholders and the Principal Shareholders’ Representative entered into the First Amendment to the Merger Agreement (the "First Amendment").

 

Pursuant to the First Amendment, the Merger Agreement was amended to, among other matters: (i) revise the definition of "Company Net Value" to $920,000,000; (ii) correct a technical error in the definition of "Purchaser Rights"; (iii) amend and restate the schedules governing the allocation of closing consideration among Isdera Group’s shareholders; and (iv) amend and restate Isdera Group’s representation regarding its share capital and certain corresponding schedules.

 

The foregoing descriptions of the First Amendment and the Joinder Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 2.1 and 2.2 to this Current Report, respectively, and are incorporated herein by reference.