SEDAR+ Version

BUSINESS COMBINATION AGREEMENT

among

CELESTIAL ACQUISITION CORP.

and

NOKIA SOLUTIONS AND NETWORKS OY

and

NOKIA OF AMERICA CORPORATION

and

MODULATE SPACE CORPORATION

April 15, 2026

Page

ARTICLE 1 DEFINITIONS ... 1
ARTICLE 2 BUSINESS COMBINATION ... 10
ARTICLE 3 REPRESENTATIONS AND WARRANTIES ... 15
ARTICLE 4 COVENANTS ... 16
ARTICLE 5 CONDITIONS ... 21
ARTICLE 6 AMENDMENT AND TERMINATION ... 25
ARTICLE 7 CLOSING ARRANGEMENTS ... 26
ARTICLE 8 GENERAL ... 28
SCHEDULE A REPRESENTATIONS AND WARRANTIES OF NSN ... A-1
SCHEDULE B REPRESENTATIONS AND WARRANTIES RELATED OF NOAC ... B-1
SCHEDULE C REPRESENTATIONS AND WARRANTIES OF MSC US ... C-1
SCHEDULE D REPRESENTATIONS AND WARRANTIES OF CELESTIAL ... D-1
SCHEDULE E AMALGAMATION AGREEMENT ... E-1

BUSINESS COMBINATION AGREEMENT

THIS AGREEMENT made as of the 15th day of April, 2026.

BETWEEN:

CELESTIAL ACQUISITION CORP., a company incorporated under the laws of the Province of Ontario ("Celestial")

and -

NOKIA SOLUTIONS AND NETWORKS OY, a company incorporated under the laws of Finland ("NSN")

and -

NOKIA OF AMERICA CORPORATION, a corporation incorporated under the laws of the State of Delaware ("NOAC")

and -

MODULATE SPACE CORPORATION, a corporation incorporated under the laws of the State of Texas ("MSC US")

WHEREAS Celestial is a Capital Pool Company (defined herein) whose securities are listed for trading on the TSX Venture Exchange (the "Exchange");

AND WHEREAS subject to the terms and conditions set forth herein, Celestial intends to acquire the Modul8 Operating Assets and the Modul8 IP Assets (each as defined herein) in exchange for the issuance of Celestial Shares (defined herein), the completion of which is intended to, among other things, constitute the Qualifying Transaction (defined herein) of Celestial pursuant to the policies of the Exchange;

AND WHEREAS the Parties intend to carry out a three-cornered Amalgamation (defined herein) between Celestial, Acquireco and Finco (each as defined herein) pursuant to the provisions of the OBCA (defined herein) to provide for the issuance of Resulting Issuer Shares (defined herein) upon conversion of the Subscription Receipts (defined herein);

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the respective covenants herein contained (the receipt and sufficiency of which is hereby acknowledged), the Parties hereto agree as follows:

ARTICLE 1 DEFINITIONS

1.1 In addition to the words and phrases defined in the recitals or elsewhere in this Agreement, as used in this Agreement, in any exhibit hereto, in any amendment hereof, in any documents to be executed and delivered pursuant to this Agreement and in any documents executed and delivered in connection with the completion of the transactions contemplated herein, the following words and phrases shall have the following meanings, respectively:

(a) "Acquireco" means a company to be incorporated under the laws of the Province of Ontario as a wholly-owned subsidiary of Celestial, formed for the purposes of completing the Amalgamation with Finco;

(b) "Acquireco Shares" means the common shares in the capital of Acquireco;

(d) "Agents" means the Lead Agent and such other additional investment dealers as may be appointed, in connection with the sale of Subscription Receipts of Finco pursuant to the Subscription Receipt Financing;

(e) "Agreement" means this business combination agreement, as the same may be supplemented or amended from time to time;

(f) "Amalco" means the company resulting from the Amalgamation of Finco and Acquireco;

(g) "Amalco Shares" means the common shares in the capital of Amalco;

(h) "Amalgamation" means the amalgamation of Finco and Acquireco pursuant to Section 175 of the OBCA on the terms set forth in this Agreement and the Amalgamation Agreement, subject to any amendments or variations thereto made in accordance with the provisions this Agreement and the Amalgamation Agreement;

(i) "Amalgamation Agreement" means the agreement to be entered into between Celestial, Acquireco and Finco in respect of the Amalgamation, substantially in the form attached to this Agreement as Schedule E;

(j) "Applicable Law" means (i) any applicable domestic or foreign law including any statute, subordinate legislation or treaty, and (ii) any applicable guideline, directive, rule, standard, requirement, policy, order, judgment, injunction, award or decree of a Governmental Authority whether or not having the force of law;

(k) "Articles of Amalgamation" means the articles of amalgamation to be completed and filed jointly by Finco and Acquireco with the Director under the OBCA, giving effect to the Amalgamation upon and subject to the terms of this Agreement and the Amalgamation Agreement;

(l) "Business Acquisition" has the meaning set forth in Section 2.1(a);

(m) "Business Day" means a day other than a Saturday, Sunday or day on which the chartered banks are closed in the City of Toronto;

(n) "Capital Pool Company" has the meaning ascribed to such term in the Exchange Policies;

(o) "Celestial" means Celestial Acquisition Corp.;

(p) "Celestial Agent's Options" means the options to purchase 500,000 Celestial Shares issued to Haywood Securities Inc. pursuant to an agency agreement between Celestial and Haywood Securities Inc. dated November 30, 2022;

(q) "Celestial Financial Statements" means, collectively, (a) the audited financial statements of Celestial for the years ended September 30, 2025 and 2024, (b) the condensed interim unaudited financial statements for the three month period ended December 31, 2025, and (c) such additional financial statements as may be required to be included in the Preliminary Prospectus and the Final Prospectus, in each case prepared in accordance with IFRS consistently applied throughout the periods referred to therein;

(r) "Celestial Option Plan" means the current stock option plan of Celestial;

(s) “Celestial Options” means the issued and outstanding options to purchase Celestial Shares pursuant to the Celestial Option Plan.

(t) “Celestial Shareholders” means the holders of Celestial Shares;

(u) “Celestial Shares” mean the common shares in the capital of Celestial prior to the completion of the Consolidation;

(v) “Certificate of Amalgamation” means the certificate of amalgamation issued by the Director pursuant to Section 178(4) of the OBCA following the filing of the Articles of Amalgamation;

(w) “Closing” means the completion of the Transaction pursuant to and in accordance with this Agreement at the Closing Time;

(x) “Closing Date” means the date of Closing, which shall be within five (5) Business Days following the later of (i) the date the Parties receive conditional acceptance of the Transaction and related matters from the Exchange, including issuance of the Final Receipt; and (ii) such other date as NSN and Celestial may mutually agree, acting reasonably, but in any event not later than the Outside Date;

(y) “Closing Time” means the time on the Closing Date as may be agreed to by Celestial and NSN;

(z) “Commissions” means the securities regulatory authorities (other than the Exchange) of the Qualifying Jurisdictions and “Commission” means the securities regulatory authority of a specified Qualifying Jurisdiction;

(aa) “Confidentiality Agreement” means the mutual confidentiality agreement dated March 12, 2026 between Celestial and NSN;

(bb) “Consolidated Celestial Shares” means the common shares in the capital of Celestial as constituted after giving effect to the Consolidation and the Name Change but prior to the Amalgamation;

(cc) “Consolidation” means the consolidation of the issued and outstanding Celestial Shares at a ratio of up to 10:1, currently expected to be on the basis of a 3.0833:1 ratio, resulting in approximately 3,000,000 Consolidated Celestial Shares being issued and outstanding immediately following the Consolidation;

(dd) “CPC Escrow Agreement” means the escrow agreement dated November 30, 2022 between Celestial, the Escrow Agent and certain Celestial Shareholders;

(ee) “Director” means the Director appointed under Section 278 of the OBCA;

(ff) “Disclosure Letter” means the disclosure letter delivered jointly by NSN and NOAC to Celestial together with this Agreement and which forms an integral part of this Agreement;

(gg) “Effective Date” means the effective date of the Amalgamation as set forth in the Certificate of Amalgamation issued to Amalco;

(hh) “Effective Time” means the effective time of the Amalgamation as set forth in the Certificate of Amalgamation issued to Amalco;

(ii) "Environmental Law" means any Applicable Law relating to the environment including those pertaining to (i) reporting, licensing, permitting, investigating, remediating and cleaning up in connection with any presence, release or discharge, or the threat of the same, of Hazardous Substances, and (i) the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling and the like of Hazardous Substances, including those pertaining to occupational health and safety;

(jj) "Escrow Agent" means Odyssey Trust Company;

(kk) "Exchange" has the meaning in the recitals hereto;

(II) "Exchange Policies" means the applicable rules, regulations, policies and forms of the Exchange;

(mm) "Excluded Assets" means, collectively, the NSN Excluded Assets and the NOAC Excluded Assets;

(nn) "Expense Reimbursement" has the meaning set forth in Section 6.4(b);

(oo) "Final Prospectus" means the final non-offering long-form prospectus of Celestial filed with the Commissions, including all documents incorporated therein by reference and any Supplementary Material;

(pp) "Final Receipt" means the receipt issued by the OSC, as principal regulator under NP 11-202, evidencing that a receipt has been, or has been deemed to be, issued for the Final Prospectus in each of the Qualifying Jurisdictions;

(qq) "Finco" means a company to be incorporated under the laws of the Province of Ontario formed for the purposes of completing the Subscription Receipt Financing and the Amalgamation with Acquireco;

(rr) "Finco Shares" means common shares in the capital of Finco;

(ss) "Government Official" means (a) any official, officer, employee, or representative of, or any Person acting in an official capacity for or on behalf of, any Governmental Authority, (b) any salaried political party official, elected member of political office or candidate for political office, or (c) any company, business, enterprise or other entity owned or controlled by any Person described in the foregoing clauses;

(tt) "Governmental Authority" means any government, parliament, legislature, regulatory authority (including any Commission or stock exchange), governmental department, agency, commission, board, tribunal, crown corporation, court or other law, rule or regulation-making entity having jurisdiction or exercising executive, legislative, judicial, regulatory or administrative powers on behalf of any federation or nation, or any province, territory, state or other subdivision thereof or any municipality, district or other subdivision thereof;

(uu) "Hazardous Substance" means any substance or material that is prohibited, controlled or regulated by any Governmental Authority pursuant to Environmental Laws;

(vv) "IFRS" means International Financial Reporting Standards applicable as at the date on which date such calculation is made or required to be made applied on a consistent basis in accordance with generally accepted accounting principles;

(ww) "IP" means intellectual property of any and all descriptions, including recognized protectable rights and interests such as: patents (whether or not issued), copyrights, trademarks, service marks, applications for any of the foregoing, inventions, Confidential Information (as defined in the Confidentiality Agreement), trade secrets, trade dress, software and the source code therefor, software detailed design documents, libraries of code and scripts, databases and user data, rights under inbound and outbound IP licences, domain names, logos, insignia, colour combinations, slogans, moral rights, rights of publicity, author's rights, contract and licensing rights, works, mask works, industrial design rights, rights of priority, know-how, design flows, methodologies, devices, business processes, developments, innovations, goodwill and all other legal rights protecting intangible proprietary information as may exist now or hereafter come into existence, and all registrations, renewals and extensions, regardless of whether those rights arise under the laws of Finland, Canada, or the United States, or any other state, country or jurisdiction;

(xx) "Lead Agent" means Scotia Capital Inc.;

(yy) "Liability" of any Person means (a) any right against such Person to payment, whether or not such right is reduced to judgment, and whether or not the amount is liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; (b) any right against such Person to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to any equitable remedy is reduced to judgment, and whether or not the amount is fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; and (c) any obligation of such Person for the performance of any covenant or agreement (whether for the payment of money or otherwise);

(zz) "Material Adverse Effect" means, with respect to an entity, any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (i) the business, operations, results of operations or condition (financial or otherwise) of such entity (the foregoing shall not include any change or effects attributable to (x) any matter that has been disclosed in writing to the other Party or any of its advisers by a Party or any of its advisers in connection with this Agreement, (y) changes relating to general economic, political or financial conditions, or (z) relating to the state of securities markets in general); or (ii) the ability of such entity to consummate the Transaction contemplated hereby on a timely basis;

(aaa) "Modul8 Assigned IP Assets" means the IP assets set out in Section 1.1(aaa) of the Disclosure Letter (which, for greater certainty, do not include the Excluded Assets);

(bbb) "Modul8 Business" means the business enterprise conducted using the Modul8 Operating Assets and Modul8 IP Assets relating to the deployment, design, manufacture and commercialization of space-based communications technologies;

(ccc) "Modul8 Financial Statements" means the audited carve-out financial statements of the Modul8 Business for the years ending December 31, 2025 and 2024, and for the period ending March 31, 2026, as applicable, and any other financial statements of the Modul8 Business included in the Preliminary Prospectus and the Final Prospectus, in each case prepared in accordance with IFRS consistently applied throughout the periods referred to therein;

(ddd) "Modul8 Hardware Assets" means the physical assets set out in Section 1.1(ddd) of the Disclosure Letter (which, for greater certainty, do not include the Excluded Assets);

(eee) "Modul8 IP Agreements" means the Modul8 IP Transfer and Licence Agreement, the Modul8 Patent Purchase Agreement and the Modul8 Trademarks and Domain Names Assignment Agreement;

(fff) "Modul8 IP Assets" means the Modul8 Assigned IP Assets and the Modul8 Licensed IP Assets;

(ggg) "Modul8 IP Transfer and Licence Agreement" means the intellectual property transfer and licence agreement (which, for greater certainty, does not include the Excluded Assets), which shall be substantially in the form attached as Section 1.1(ggg) of the Disclosure Letter;

(hhh) "Modul8 IPCo" means a direct wholly-owned subsidiary of Celestial to be incorporated in Ontario as "Modul8 IP Corp." prior to Closing to hold all of the Modul8 Assigned IP Assets and Modul8 Licensed IP Assets;

(iii) "Modul8 Licensed IP Assets" means the IP assets licensed to Modul8 IPCo pursuant to the Modul8 IP Transfer and Licence Agreement;

(jjj) "Modul8 Material Contract" means the material agreements exclusively related to the operation of the Modul8 Business which are set out in Section 1.1(jjj) of the Disclosure Letter;

(kkk) "Modul8 Operating Assets" means the assets used exclusively in connection with the Modul8 Business, which for greater certainty include all of the following:

(i) all accounts receivable and other amounts due or accruing due (the "Accounts Receivable") and the full benefit of all security for the Accounts Receivable;

(ii) all prepaid expenses, including all prepaid taxes and utilities charges, and all prepaid lease payments respecting the Leased Property;

(iii) all books (other than minute books), ledgers, files, lists, reports, logs, deeds, surveys, correspondence, operating records, marketing plans, and other data and information, including all data and information stored on computer-related or other electronic media;

(iv) goodwill, including all right, title and interest in, to and in respect of all elements that contribute to goodwill, and including the goodwill represented by advertising, marketing and promotional materials, customer and supplier lists, but excluding any goodwill relating to the Excluded Assets;

(v) the real property lease relating to 6600 Chase Oaks Blvd, Suite 140, Plano, TX 750223 (the "Leased Property") including all chattels and improvements and appurtenances therein;

(vi) all authorizations, registrations, permits, certificates of approval, certificates or authorization, approvals, grants, licences, quotas, consents, commitments, rights or privileges issued or granted by any Governmental Authority to NSN or NOAC;

(vii) any agreement, understanding, undertaking, commitment, licence or lease, whether written or oral to which NSN or NOAC is a party and which relates exclusively to the Modul8 Business, including those set out in Section 1.1(jjj) of the Disclosure Letter;

(viii) the Modul8 Hardware Assets; and

(ix) assumption, payment when due, performance and discharge of all liabilities and obligations arising out of or relating to the Modul8 Operating Assets and incurred

on or after the date hereof in the ordinary course of business in bona fide arm's length transactions, including:

(A) all accounts payable outstanding at the Closing, other than those accounts payable arising out of or relating to the Excluded Assets and the MSC US Employees that have not accepted an offer of employment or engagement made by MSC US effective on or before the Closing Date;

(B) all liabilities and obligations under the Modul8 Contracts arising after the Effective Date, but only to the extent those liabilities or obligations do not arise from or relate to any breach or default by NOAC under any Modul8 Material Contract;

(C) the assumption, payment when due, performance and discharge of all liabilities and obligations relating to the Modul8 IP Assets, including patent registration and prosecution costs and fees, trademark registration costs and fees, and similar IP-related costs and fees incurred following Closing in the ordinary course of business;

(A) the liabilities and obligations expressly assumed by MSC US in offers of employment or engagement made by MSC US and accepted by the MSC US Employees effective on or before the Closing Date; and

(B) all other liabilities and obligations arising out of or related to the ownership or operation of the Modul8 Business after the Closing;

(III) "Modul8 Patent Purchase Agreement" means the patent purchase agreement (which, for greater certainty, does not include the Excluded Assets), which shall be substantially in the form attached as Section 1.1(III) of the Disclosure Letter;

(mmm) "Modul8 Trademarks and Domain Names Assignment Agreement" means the trademarks and domain names assignment agreement (which, for greater certainty, does not include the Excluded Assets), which shall be substantially in the form attached as Section 1.1(mmm) of the Disclosure Letter;

(nnn) "Money Laundering Laws" has the meaning set forth in Schedule B;

(ooo) "MSC US" means Modulate Space Corporation;

(ppp) "MSC US Note" means the promissory note to be issued by MSC US to NOAC in exchange for the Modul8 Operating Assets;

(qqq) "MSC US Payment Shares" has the meaning set forth in Section 2.1(a)(ii);

(rrr) "MSC US Stock" means the outstanding common stock of MSC US;

(sss) "MSC US Employees" means the employees of the Modul8 Business;

(ttt) "Name Change" means the change of the name of Celestial to "Modul8 Corporation" or such other name as may be determined in the sole discretion of NSN, subject to Applicable Laws and Exchange Policies;

(uuu) "NOAC" mean Nokia of America Corporation;

(vvv) "NOAC Excluded Assets" means all assets, properties and rights of NOAC of every kind and description, whether now existing or hereafter acquired, other than the Modul8 Operating Assets and the Modul8 IP Assets, including, for greater certainty, any assets not expressly set out in Sections 1.1(aaa), 1.1(ddd) and 1.1(kkk) and of the Disclosure Letter;

(www) "Nokia Reorganization" has the meaning set forth in Section 2.1(a)(i);

(xxx) "NP 11-202" means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions;

(yyy) "NSN" means Nokia Solutions and Networks Oy;

(zzz) "NSN Excluded Assets" means all assets, properties and rights of NSN of every kind and description, whether now existing or hereafter acquired, other than the Modul8 Operating Assets and the Modul8 IP Assets, including, for greater certainty, any assets not expressly set out in Sections 1.1(aaa), 1.1(ddd) and 1.1(kkk) of the Disclosure Letter;

(aaaa) "NSN Payment Shares" has the meaning set forth in Section 2.1(a)(iv);

(bbb) "OBCA" means the Business Corporations Act (Ontario), as the same has been and may hereafter from time to time be amended, including the regulations promulgated thereunder;

(cccc) "OSC" means the Ontario Securities Commission;

(dddd) "Outside Date" means August 31, 2026 or such other date as the Parties may mutually agree;

(eeee) "Parties" means, collectively, Celestial, NSN, NOAC and MSC US, and individually, a "Party";

(ffff) "Payment Shares" means, collectively, the MSC US Payment Shares and the NSN Payment Shares;

(gggg) "Pending Trademarks" means the applications for the registration of trademarks set out in Section 1.1(gggg) of the Disclosure Letter, which applications have not yet matured to registration and remain subject to examination, objection, opposition or other proceedings;

(hhhh) "Person" means a natural person, firm, corporation, trust, partnership, joint venture, governmental body or agency or association;

(iii) "Preliminary Prospectus" means the preliminary non-offering long-form prospectus of Celestial filed with the Commissions, including all documents incorporated therein by reference and any Supplementary Material;

(jjjj) "Preliminary Receipt" means the receipt issued by the OSC, as principal regulator under NP 11-202, evidencing that a receipt has been, or has been deemed to be, issued for the Preliminary Prospectus in each of the Qualifying Jurisdictions;

(kkkk) "Prospectuses" means, together, the Preliminary Prospectus and the Final Prospectus;

(lll) "Qualifying Jurisdictions" means each of British Columbia, Alberta, Nova Scotia, Ontario and Prince Edward Island, and such other jurisdictions to which the Agents and Celestial may agree and "Qualifying Jurisdiction" means any one of them;

(mmmm) “Qualifying Transaction” has the meaning ascribed to such term in the Exchange Policies;

(nnnn) “Required Approvals” has the meaning set forth in Section 2.1(b)(ii);

(oooo) “Restricted Party” has the meaning set forth in Section 2.4;

(pppp) “Resulting Directors” means the individuals to be appointed to the Resulting Issuer Board concurrently with the completion of the Transaction, to be comprised of a total of five (5) directors, a majority of whom shall be independent and resident Canadian, and consisting of the Chief Executive Officer of the Resulting Issuer, two (2) independent individuals nominated by Celestial or its designate (the “Celestial Nomination Right”) and two (2) independent individuals nominated by NSN (the “Nokia Nomination Right”);

(qqqq) “Resulting Issuer Board” means the board of directors of the Resulting Issuer on completion of the Transaction;

(rrrr) “Resulting Issuer” means Celestial following the completion of the Transaction;

(ssss) “Resulting Issuer Escrow Agreement” means the escrow agreement to be dated as of the Closing Date among the Resulting Issuer, the Escrow Agent and certain security holders of the Resulting Issuer in compliance with the requirements of the Exchange, with the securities subject to such agreement to be released as determined in accordance with Exchange Policies;

(tttt) “Resulting Issuer Shares” means common shares in the capital of the Resulting Issuer following the completion of the Transaction;

(uuuu) “Securities Laws” means, collectively, the securities laws of the Qualifying Jurisdictions and the regulations and rules made and forms prescribed thereunder, together with all applicable multilateral or national instruments, published policy statements, blanket orders, rulings and notices of the Commissions, and together with all policies, rules and regulations of the Exchange;

(vvvv) “Specified Employees” means the employees of the Resulting Issuer which are set out in Section 1.1(vvvv) of the Disclosure Letter.

(wwww) “Subscription Receipt Agreement” means the Subscription Receipt Agreement to be entered into by and among Celestial, NSN, and Finco (as applicable), the Lead Agent and the Escrow Agent giving effect to, and in respect of, the Subscription Receipt Financing;

(xxxx) “Subscription Receipt Financing” means the underwritten private placement offering of Finco of Subscription Receipts for aggregate gross proceeds of a minimum of $40,000,000;

(yyyy) “Subscription Receipts” means the subscription receipts to be issued by Finco pursuant to the Subscription Receipt Financing, each of which will, upon satisfaction or waiver of certain escrow release conditions contained in the Subscription Receipt Agreement: (a) be automatically converted into one (1) Finco Share, without further action or any additional consideration therefor, immediately prior to the filing of the Articles of Amalgamation and (b) be automatically converted into one (1) Resulting Issuer Share, without further action or any additional consideration therefor, immediately following completion of the Amalgamation;

(zzzz) “Supplementary Material” means any documents supplemental to the Prospectuses including any amending or supplementary prospectus or other supplemental documents

(including documents incorporated by reference after the date of the Prospectuses) or similar documents;

(aaaaa) "Taxes" means all taxes, duties, assessments, imposts and levies however denominated, including any interest, penalties, fines, successor liabilities or other additions that may become payable in respect thereof, imposed by any Governmental Authority, including those levied on, measured by, or referred to as, income, capital, gross receipts, profits, payroll and employee withholding, unemployment insurance, social insurance taxes, sales and use taxes, ad valorem taxes, excise taxes, franchise taxes, business licence taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, workers compensation and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, which a party is required to pay, withhold, remit or collect;

(bbbbb) "Termination Fee" has the meaning set forth in Section 6.4(b);

(cccc) "Third-Party Software Licences" means all licences, sublicences and other rights granted to NSN or NOAC, or any of their Affiliates, by any third party in respect of software, including all related agreements, terms of use and service agreements, that are used or necessary for the operation of the Modul8 Business, and that are not owned by NSN or NOAC or any of their Affiliates;

(ddddd) "to the knowledge" or similar expressions, when referring to Celestial, means the actual knowledge of Celestial's directors, executive officers and/or authorized representatives or persons, and when referring to NSN, NOAC or MSC US, means the actual knowledge of John Dow, Thierry Klein and Janet Kumpu;

(eeeee) "Transaction" means collectively, the Subscription Receipt Financing, Consolidation, Name Change, Business Acquisition, Amalgamation, and the Resulting Director appointments;

(fffff) "Transfer Date" has the meaning set forth in Section 4.3(h);

(ggggg) "U.S. Person" means has the meaning ascribed to such term in Rule 902(k) of Regulation S under the U.S. Securities Act;

(hhhhh) "U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; and

(iiiii) "United States" means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia.

ARTICLE 2

BUSINESS COMBINATION

2.1 Principal Transaction Terms

(a) Purchase and Sale. Subject to the terms and conditions hereof, Celestial hereby offers and agrees to purchase at the Closing, and each of NSN, NOAC and MSC US accept such offer and agree to sell, assign, transfer and convey to Celestial, or as directed by Celestial, the Modul8 Operating Assets and the Modul8 IP Assets, as follows (the "Business Acquisition"):

(i) prior to Closing, NOAC shall sell, assign, transfer and convey to MSC US all of the Modul8 Operating Assets in exchange for the MSC US Note and, immediately

thereafter, NOAC shall sell, assign, transfer and convey to NSN all of the obligations under the MSC US Note (the "Nokia Reorganization");

(ii) Celestial shall issue an aggregate of 10,000,000 Consolidated Celestial Shares (the "MSC US Payment Shares") to the holder(s) of MSC US Stock in exchange for all of the issued and outstanding MSC US Stock (there shall be no options, warrants or other securities or entitlements outstanding that are exercisable or otherwise convertible into MSC US Stock);

(iii) Celestial shall incorporate a wholly-owned subsidiary, Modul8 IPCo, under the laws of the Province of Ontario;

(iv) in consideration for the issuance by Celestial to NSN of an aggregate of 20,333,333 Consolidated Celestial Shares (the "NSN Payment Shares"), NSN shall, or shall cause its Affiliates to, as applicable:

(A) settle the outstanding MSC US Note; and
(B) (a) sell, assign, transfer and convey to Celestial the Modul8 Assigned IP Assets; and (b) license to Celestial the Modul8 Licensed IP Assets by entering into the Modul8 IP Agreements;

(v) Celestial shall sell, assign, transfer and convey to Modul8 IPCo the Modul8 IP Assets in consideration for the issuance by Modul8 IPCo common shares in the capital of Modul8 IPCo to Celestial in such number as to be determined by the Parties; and

(vi) immediately following the foregoing steps and prior to the conversion of the Subscription Receipts into Finco Shares and subsequently Resulting Issuer Shares, on a non-diluted basis, former holder(s) of MSC US Stock shall hold 30% of the outstanding Consolidated Celestial Shares, NSN shall hold 61% of the outstanding Consolidated Celestial Shares, and former shareholders of Celestial shall hold 9% of the outstanding Consolidated Celestial Shares; and

(vii) immediately following the foregoing steps and the conversion of the Subscription Receipts into Finco Shares and subsequently Resulting Issuer Shares, assuming the completion of the minimum Subscription Receipt Financing, on a non-diluted basis, former holder(s) of MSC US Stock would hold 20.00% of the outstanding Resulting Issuer Shares, NSN shall hold 40.67% of the outstanding Resulting Issuer Shares, former shareholders of Celestial shall hold 6.00% of the outstanding Resulting Issuer Shares, and former holders of Subscription Receipts shall hold 33.33% of the outstanding Resulting Issuer Shares.

(b) Asset Reconciliation. The Parties acknowledge and agree that:

(i) all Modul8 Operating Assets relating exclusively to the Modul8 Business that are identified subsequent to the date of this Agreement and during the period ending 60 calendar days from Closing, or that are created, modified, developed or otherwise acquired by the Modul8 Business prior to Closing, form part of and shall be incorporated into the Business Acquisition as Modul8 Operating Assets, without any additional consideration therefor (the "Reconciled Assets"). Management of the Resulting Issuer will, within 60 days of Closing, provide to NSN and NOAC a reconciliation of same, and NSN and NOAC shall work expeditiously and in good faith with the Resulting Issuer to enter into any agreements, conveyances or other

11 -

transfers reasonably required in order to give effect to the transfer of the Reconciled Assets to the Resulting Issuer free and clear of all encumbrances; and

(ii) if any IP (other than the Modul8 IP Assets) is identified during the period beginning on the date of this Agreement and ending 60 calendar days after the Closing, which IP (i) relates exclusively to the Modul8 Business and (ii) was created, modified, developed or otherwise acquired by the Modul8 Business prior to Closing, Nokia shall, subject to receipt of all required internal approvals (the "Required Approvals"), without additional consideration, license or assign such IP to the Resulting Issuer. The Parties will work expeditiously to effect any such license or assignment.

(c) Adjustment. The Parties agree that, in the event any adjustments are necessary as a result of any changes or conditions to the Transaction, the Parties agree in good faith to make such adjustments as are necessary to the terms of the Agreement in order to substantially preserve the intended ownership percentages of Celestial, NSN, and the former holder(s) of MSC US Stock set out in Section 2.1(a)(vii).

(d) Consolidation. Prior to the Closing Date, Celestial shall complete the Consolidation, subject to any adjustment as agreed between the Parties.

(e) Subscription Receipt Financing. After the date hereof and prior to June 30, 2026, unless extended by agreement of the Parties in writing, Finco will complete the Subscription Receipt Financing, and subsequently: (i) upon satisfaction of the escrow release conditions contained in the Subscription Receipt Agreement, all Subscription Receipts shall automatically convert into Finco Shares; and (ii) at the Effective Time, Resulting Issuer Shares will be automatically issued, without additional consideration therefor, to holders of Finco Shares pursuant to the Amalgamation.

(f) Escrow and Resale Requirements. The Payment Shares issuable pursuant to this Agreement may be subject to escrow pursuant to the Resulting Issuer Escrow Agreement or otherwise subject to Seed Share Resale Restrictions (as defined in Exchange Policies), and NSN will, and will cause each of the former holder(s) of MSC US Stock, to execute and deliver such escrow agreements as applicable, and acknowledges that the certificate(s) representing such Payment Shares may include a legend setting forth any such restrictions.

(g) Cessation of Shareholder Rights. Each of NOAC and MSC US covenants and agrees that it will cause each of the former holder(s) of MSC US Stock to execute all such shareholder approvals and consents as may be necessary to (i) give effect to and consent to the Transaction contemplated by this Agreement, and (ii) to acknowledge and confirm that upon the completion of the purchase and sale of the MSC US Stock pursuant to the Section 2.1(a)(ii), (A) each such holder shall have assigned all of its rights as a security holder of MSC US; and (B) all rights with respect to such holder's MSC US Stock, shall immediately cease and terminate.

(h) Amalgamation. Subject to the completion of the foregoing steps and the satisfaction or waiver of the applicable escrow release conditions contained in the Subscription Receipt Agreement, the Parties will forthwith deliver to the Director the executed Amalgamation Agreement, the Articles of Amalgamation and such other documents as may be required under the OBCA to give effect to the Amalgamation;

(i) At the Effective Time and upon issue of the Certificate of Amalgamation:

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(A) Finco and Acquireco shall be amalgamated pursuant to the provisions of the OBCA and shall continue as one company;

(B) each issued and outstanding Finco Share (including the Finco Shares issued upon conversion of the Subscription Receipts) shall be cancelled, and in consideration therefor, the former holder of such Finco Share shall receive one (1) fully paid and non-assessable Resulting Issuer Share for each former Finco Share held;

(C) each Acquireco Share outstanding immediately prior to the Effective Time shall be cancelled and, in consideration therefor, Amalco shall issue one (1) Amalco Share to Celestial;

(D) Amalco will continue as a wholly-owned subsidiary of the Resulting Issuer; and

(E) the property of each of Finco and Acquireco will continue to be the property of Amalco.

(i) Resulting Issuer Board. Concurrently with the completion of the Transaction, subject to Exchange acceptance, the Resulting Issuer Board will be reconstituted to include the Resulting Directors. The Celestial Nomination Right and the Nokia Nomination Right entitling their respective nomination of director(s) for appointment and election to the Resulting Issuer Board shall continue and survive the completion of the Transaction for a period of three years.

(j) Resulting Issuer Management. Concurrently with the completion of the Transaction, management of the Resulting Issuer will be reconstituted to include the following individuals, and or such additional or other individuals NSN may determine:

(i) John Dow, Chief Executive Officer
(ii) Dr. Thierry Klein, Chief Technology Officer
(iii) Janet Kumpu, Chief Operating Officer and Interim Chief Financial Officer
(iv) Zeev Lubenski, VP Engineering

(k) Stock Option Plan. On or prior to the closing of the Transaction, Celestial shall amend the Celestial Option Plan or adopt a new stock option plan as determined necessary by the Parties and acceptable to the Exchange. Additionally, it is expected that the Resulting Issuer Board will issue additional stock options to directors, officers, employees and consultants of the Resulting Issuer in accordance with the terms of the stock option plan of the Resulting Issuer, applicable Exchange Policies, Securities Laws, and customary practices.

2.2 General

(a) Taxes.

(i) The purchase price for the Modul8 Operating Assets does not include, and MSC US shall be liable for and shall reimburse NOAC for all of the following tax payments and any applicable tariffs with respect to transactions under this Agreement, unless a valid tax exemption certificate is timely furnished to NOAC by MSC US: state and local sales taxes, use taxes, including transaction privilege taxes, gross receipts tax, general excise taxes, retailer's occupation tax, retailers' and or any other similar transaction tax NOAC is required to collect on behalf of or

pay to any state/local tax jurisdiction, and federal manufacturers' and retailers' excise taxes, as applicable. Taxes payable by MSC US will be added to such purchase price, as applicable, stated as separate items on the invoice, and submitted to MSC US at the time NOAC seeks payment.

(ii) MSC US shall reimburse NOAC for and shall hold NOAC harmless from and against any tax, penalty, interest, or other charges that may be levied or assessed as a result of a tax jurisdiction audit determination including any costs and expenses incurred by NOAC in contesting any such tax liability as a result of NOAC following MSC US' specific written taxation application and sourcing instructions, reliance on MSC US' tax exemption certificate or MSC US' acceptance of NOAC invoices without sales and use taxes as being correct regarding the reporting or collection of such tax.

(iii) Upon MSC US' request, the Parties shall consult with respect to the basis and rates upon which NOAC shall pay any taxes for which MSC US is obligated to reimburse NOAC under this Section 2.2(a). If MSC US determines that in its opinion any such taxes are not payable or should be paid on a basis less than the full price or at rates less than the full tax rate, MSC US shall so inform NOAC in writing. NOAC agrees to reasonably cooperate with MSC US' efforts to determine the applicable taxes for which MSC US is obligated to reimburse NOAC.

(b) Fractional Shares. No fraction of a Consolidated Celestial Share or Resulting Issuer Share will be issued by virtue of the Transaction, and no certificates or other electronic evidence for any fractional shares shall be issued. Any holder who would otherwise be entitled to receive a fractional Consolidated Celestial Share or a fractional Resulting Issuer Share shall, in lieu thereof, receive, or be entitled to receive, one (1) whole Consolidated Celestial Share or one (1) whole Resulting Issuer Share, as applicable. All fractional shares resulting from the Consolidation shall be rounded down to the nearest whole number without payment.

(c) Canadian Restrictive Legend. NSN and MSC US acknowledge that the Payment Shares will contain the following restrictive legend: "Unless permitted under securities legislation, the holder of this security must not trade the security before [four months and one day after the Closing Date]."

(d) U.S. Holders – Restrictive Legend. Any Payment Shares or Resulting Issuer Shares issued on conversion of the Subscription Receipts, as applicable, issued to U.S. Persons will not be transferable except (i) pursuant to an effective registration statement under the U.S. Securities Act, or (ii) upon receipt by the Resulting Issuer of a written opinion of counsel for the holder reasonably satisfactory to the Resulting Issuer to the effect that the proposed transfer is exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. Restrictive legends shall be placed on all such certificates representing Payment Shares or Resulting Issuer Shares, as applicable, issued in the Transaction to U.S. Persons, substantially as follows:

"NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS (SUCH FEDERAL AND STATE LAWS, THE "SECURITIES LAWS") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR

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OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF THE SECURITIES LAWS. THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THESE SECURITIES FOR AN INDEFINITE PERIOD OF TIME. FURTHERMORE, THE HOLDER SHOULD CAREFULLY REVIEW THE PUBLIC FILINGS OF THIS COMPANY AND ASSOCIATED RISK FACTORS WHICH ARE PUBLICLY AVAILABLE AT WWW.SEDARPLUS.CA."

2.3 Preparation of Documentation

(a) Celestial and its counsel shall be responsible for preparation and drafting of all documentation and submissions in connection with the Transaction, including submissions and applications with the Commissions and Exchange, including preparation of the Prospectuses. All such documentation and submissions shall be subject to the prior review and comment by NSN and its counsel.

(b) NSN and its counsel shall assist with all documentation and submissions and shall provide all such information necessary concerning the Modul8 Business as is required for inclusion in the Prospectuses and applicable Commission and Exchange submissions.

2.4 Exclusivity

From the date of this Agreement until the Closing Time or earlier Termination of this Agreement in accordance with Section 6.2, none of NSN, NOAC or MSC US (each, a "Restricted Party") shall, and each Restricted Party shall ensure that its Affiliates and associates, and its and their respective directors, officers, employees, representatives, advisors (including financial, tax or legal) or Affiliates, will not, directly or indirectly, solicit, initiate, knowingly facilitate or encourage, or accept, enter into or participate in any discussions, conversations, negotiations or other communications regarding, any offer or proposal relating to any transaction (other than the purchase and sale transaction contemplated by this Agreement) involving the sale of the Modul8 Business or any Modul8 Operating Assets or Modul8 IP Assets, or any other transaction effecting the sale, transfer or other disposition of the Modul8 Business or Modul8 Operating Assets or Modul8 IP Assets. If an offer or proposal relating to a transaction contemplated in this Section 2.4 is made, the recipient will provide prompt notice of the offer or proposal to Celestial.

2.5 Access

From the date of this Agreement until the Closing Time or earlier Termination of this Agreement in accordance with Section 6.2, each of NSN, NOAC and Celestial will provide the other Party and its representatives with reasonable access during normal business hours to personnel, premises, books and records, accounts, contracts and assets relating to the Modul8 Business or Celestial (as applicable), or provide access to true copies of any document aforementioned through a data site or via email in connection with its due diligence investigations.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of NSN

NSN represents and warrants to and in favour of Celestial as set out in Schedule "A" hereto and acknowledges that Celestial is relying upon the same in connection with the entering into of this Agreement and the completion of the Transaction.

3.2 Representations and Warranties of NOAC

NOAC represents and warrants to and in favour of Celestial as set out in Schedule "B" hereto and acknowledges that Celestial is relying upon the same in connection with the entering into of this Agreement and the completion of the Transaction.

3.3 Representations and Warranties of MSC US

MSC US represents and warrants to and in favour of Celestial as set out in Schedule "C" hereto and acknowledges that Celestial is relying upon the same in connection with the entering into of this Agreement and the completion of the Transaction.

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3.4 Representations and Warranties of Celestial. Celestial represents and warrants to and in favour of each of the other Parties hereto as set out in Schedule "D" and acknowledges that such Parties are relying upon the same in connection with the entering into of this Agreement and the completion of the Transaction.

3.5 Survival of Representations and Warranties. The representations and warranties of the parties contained in this Agreement shall not survive the completion of the Transaction and shall expire and be terminated on the earlier of the Closing Time and the date on which this Agreement is terminated in accordance with its terms; provided, however, that this Section 3.5 will not limit any covenant or agreement that, by its terms, contemplates performance after the Closing Date or the date on which this Agreement is terminated, as the case may be.

ARTICLE 4

COVENANTS

4.1 Positive Covenants of NSN. Until the earlier of the completion of the Transaction on the Closing Date or the day upon which this Agreement is terminated in accordance with Section 6.2, NSN shall:

(a) use its best efforts to satisfy (or cause the satisfaction of) the conditions precedent to the obligations hereunder which are reasonably under its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws and regulations to complete the Transaction in accordance with the terms of this Agreement;

(b) execute and deliver, as applicable, the Resulting Issuer Escrow Agreement, and any pooling or similar arrangements in respect of the Payment Shares to be received as the Exchange may require;

(c) subject to Applicable Laws, not take any action, refrain from taking any action, or permit any action to be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;

(d) furnish promptly to Celestial a copy of any notice, report, schedule or other document or communication delivered, filed or received by NSN in connection with the Transaction, any filings under Applicable Laws and any dealings with regulatory or Governmental Authorities in connection with or in any way affecting the Transaction contemplated herein;

(e) promptly notify each of the other Parties if any of the representations and warranties made by it in this Agreement ceases to be true, accurate and complete in any material respect and of any failure to comply in any material respect with any of its obligations;

(f) maintain good and valid title to, and oppose all actions adversely affecting title in respect of, the Modul8 IP Assets, excluding frivolous or non-material claims;

(g) use its best efforts to complete the audited Modul8 Financial Statements on or about June 1, 2026;

(h) take all necessary corporate action and proceedings to cause the approval and authorize the valid and effective transfer of the MSC US Note;

(i) use commercially reasonable efforts to procure the Required Approvals to effect the valid license or assignment, as applicable, of the IP assets referred to in Section 2.1(b)(ii);

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(j) subject to the terms hereof, deliver and cause to be delivered all closing deliverables as may be required to be delivered by it pursuant to this Agreement; and

(k) use its best efforts to obtain and maintain, before the Closing, all requisite consents, approvals and waivers necessary to give effect to the Transaction contemplated herein.

4.2 Positive Covenants of NOAC

Until the earlier of the completion of the Transaction on the Closing Date or the day upon which this Agreement is terminated in accordance with Section 6.2, NOAC shall:

(b) subject to Applicable Laws, not take any action, refrain from taking any action, or permit any action to be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;

(c) conduct and operate, or cause to be conducted and operated, the Modul8 Operating Assets only in the ordinary course consistent with past practice and use its best efforts to preserve the Modul8 Operating Assets, its assets, goodwill and material business relationships with other persons;

(d) take all necessary corporate action and proceedings to cause the valid and effective approval and authorization for, and to give effect to, the Nokia Reorganization;

(f) immediately following the Closing Date, NOAC will discontinue from use any imagery, reference or otherwise to the Modul8 Business from any website and any and all materials of NOAC; and

(g) use its best efforts to obtain and maintain, before the Closing, all requisite consents, approvals and waivers necessary to give effect to the Transaction contemplated herein.

4.3 Positive Covenants of MSC US

Until the earlier of the completion of the Transaction on the Closing Date or the day upon which this Agreement is terminated in accordance with Section 6.2, MSC US shall:

(a) use its best efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder which are reasonably under its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws and regulations to complete the Transaction in accordance with the terms of this Agreement;

(b) cause to be executed and delivered, as applicable, the Resulting Issuer Escrow Agreement, and any pooling or similar arrangements in respect of the Payment Shares to be received by each holder of MSC US Stock as the Exchange may require;

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(d) promptly notify each of the other Parties if any of the representations and warranties made by it in this Agreement ceases to be true, accurate and complete in any material respect and of any failure to comply in any material respect with any of its obligations;

(e) take all necessary corporate action and proceedings to cause the approval and authorize and give effect to the Nokia Reorganization;

(f) take all necessary action and proceedings to cause the approval of the sale of MSC US Stock to Celestial by all holder(s) of MSC US Stock;

(g) on or after Closing, furnish the certificate(s) (or other evidence of entitlement to MSC US Stock, as applicable) held by such holder(s) to Celestial against the MSC US Payment Shares in accordance with this Agreement;

(h) present offers of employment to the MSC US Employees, which shall provide that for a period of at least twelve (12) months following the date on which each MSC US Employee begins his or her employment with MSC US (the "Transfer Date"), MSC US shall provide such MSC US Employee with employment on the terms and conditions (including, but not limited to, salary, eligibility to participate in incentive plans and benefits, severance and length of service recognition) that are, in the aggregate, no less favourable than the terms and conditions of employment applicable to such MSC US Employee immediately prior to the Transfer Date; and

(i) consent to assist NSN and Celestial with, the filing by Celestial from time to time of any reports or other documents required by any Commission or the Exchange with respect to the MSC US Payment Shares delivered pursuant to this Agreement; and

(j) subject to the terms hereof, deliver and cause to be delivered all closing deliveries required to be delivered by it pursuant to this Agreement.

4.4 Restrictive Covenants of NSN

NSN hereby covenants and agrees that it will not, and shall ensure that NOAC will not, from the date hereof to and including the Closing Date, except in connection with the Transaction contemplated by this Agreement or with the prior written consent of Celestial (such consent not to be unreasonably withheld):

(a) sell, pledge, lease, dispose of, grant any interest in, encumber or agree to sell, pledge, lease, dispose of, grant any interest in or encumber any of the Modul8 Operating Assets or Modul8 IP Assets; or

(b) perform any act or enter into any transaction or negotiation which may materially adversely interfere or be materially inconsistent with the consummation of the Transaction contemplated under this Agreement.

4.5 Restrictive Covenants of NOAC

NOAC hereby covenants and agrees that it will not, from the date hereof to and including the Closing Date, except in connection with the Transaction contemplated by this Agreement or with the prior written consent of Celestial (such consent not to be unreasonably withheld) perform any act or enter into any transaction or negotiation which may materially adversely interfere or be materially inconsistent with the consummation of the Transaction contemplated under this Agreement.

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4.6 Restrictive Covenants of MSC US. MSC US hereby covenants and agrees that it will not, from the date hereof to and including the Closing Date, except in connection with the Transaction contemplated by this Agreement or with the prior written consent of Celestial (such consent not to be unreasonably withheld):

(a) issue any securities of MSC US, except with the express written consent of Celestial and NSN; or

4.7 Positive Covenants of Celestial. Until the earlier of the completion of the Transaction on the Closing Date or the day upon which this Agreement is terminated in accordance with Section 6.2, Celestial shall:

(b) subject to Section 2.3(a), make application to the Commission and the Exchange and take such actions as are required to receive, in a timely manner, the Final Receipt and Exchange acceptance of the Transaction, including the issuance and listing on the facilities of the Exchange of the Payment Shares, the Resulting Issuer Shares issuable in exchange for the Subscription Receipts, the Consolidation, the Name Change and the Resulting Directors;

(c) shall jointly prepare with NSN any press release(s) in connection with the Transaction contemplated by this Agreement, provided, however, that nothing contained herein shall prohibit Celestial, following notification to NSN, from making any disclosure which is required by Applicable Laws. If any such press release or public announcement is so required, Celestial shall consult with NSN prior to making such disclosure, and the Parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure which is satisfactory to both Parties;

(d) subject to Applicable Laws, not take any action, refrain from taking any action, or permit any action to be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;

(f) furnish promptly to NSN a copy of each notice, report, schedule or other document delivered, filed or received by it in connection with: (i) the Transaction; (ii) any filings under Applicable Laws; and (iii) any dealings with regulatory agencies in connection with the Transaction contemplated herein;

(g) timely file with applicable regulatory authorities all reports and other documents required to be filed under Securities Laws;

(h) provide to NSN copies of all reports and other documents filed under the Securities Laws with applicable regulatory authorities by it between the date hereof and the Closing Date,

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to the extent such reports and other documentation are not publicly available on SEDAR+, within two (2) days after the date such reports or other documents are filed with the applicable regulatory authorities;

(i) use its best efforts to complete the Subscription Receipt Financing;
(j) make other necessary filings and applications under applicable federal and provincial laws and regulations required on its part in connection with the Transaction contemplated herein, and take all reasonable action necessary to be in compliance with such laws and regulations;
(k) subject to the terms thereof, deliver and cause to be delivered all closing deliveries required to be delivered by it pursuant to this Agreement.

4.8 Restrictive Covenants of Celestial. Celestial covenants and agrees that from the date hereof to and including the Closing Date, it will conduct its operations in all respects in accordance with the Exchange Policies, and it will not (except as contemplated by this Agreement or with the prior written consent of NSN such consent not to be unreasonably withheld):

(a) amend its articles or by-laws;
(b) subdivide, split, combine, consolidate, or reclassify any of its outstanding shares;
(c) issue, grant or otherwise sell any securities of Celestial;
(d) declare, set aside or pay any dividend or make any other distribution payable in cash, shares, stock, securities or property with respect to any of its shares;
(e) repurchase, redeem, or otherwise acquire, directly or indirectly, any of its shares or any securities convertible into or exchangeable or exercisable into any of its shares;
(f) amend or propose to amend the rights, privileges and restrictions attaching to the Celestial Shares;
(g) reorganize, amalgamate or merge with another Person;
(h) adopt a plan of liquidation or resolutions providing for its liquidation, dissolution, merger, consolidation or reorganization;
(i) sell, lease, sublease, transfer, assign or otherwise dispose of or encumber any of its assets or properties or enter into any agreement or commitment in respect of any of the foregoing;
(j) enter into or modify any employment, consulting, severance, collective bargaining or similar agreement, policy or arrangement with, or grant any bonus, salary increase, option to purchase shares, pension or supplemental pension benefit, profit sharing, retirement allowance, deferred compensation, incentive compensation, severance, change of control or termination pay to, or make any loan to, any officer, director, employee or consultant of Celestial;
(k) make any material change in accounting procedures or practices;
(l) cancel, waive or compromise any debts or claims, including accounts payable to and receivable from any Affiliates of Celestial;
(m) settle any outstanding claim, dispute, litigation matter, or tax dispute;

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(n) fail to pay or satisfy when due any Liability where the failure to do so would have a Material Adverse Effect;

(o) enter into any agreement, except in connection with the Subscription Receipt Financing;

(p) other than in connection with the Transaction, acquire or agree to acquire (by merger, amalgamation, acquisition of securities or assets or otherwise) any Person or any assets or properties other than in the ordinary course of its business, nor issue or commit to issue any shares, rights, warrants or options to purchase such shares, or any securities convertible into such shares, warrants or options, except pursuant to the issuance of securities issuable pursuant to the terms of securities outstanding on the date hereof;

(q) incur or commit to incur any indebtedness for borrowed money or issue any debt securities;

(r) otherwise conduct its operations in a manner contrary to Exchange Policies; or

(s) authorize, agree, or otherwise commit, whether or not in writing, to do any of the foregoing.

ARTICLE 5

CONDITIONS

5.1 Mutual Conditions.

The respective obligations of the Parties hereto to consummate the Transaction contemplated herein are subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived by the mutual consent of Celestial and NSN without prejudice to their rights to rely on any other or others of such conditions:

(a) all necessary consents, waivers, permits, exemptions, orders and regulatory approvals shall have been obtained for the consummation of the Transaction, including:

(i) obtaining a Preliminary Receipt with respect to the Preliminary Prospectus, and a Final Receipt with respect to the Final Prospectus;

(ii) the Exchange's conditional acceptance to:

(A) the Transaction contemplated hereby and the listing of the Payment Shares;

(B) the Consolidation, Name Change, appointment of the Resulting Directors, and the Amalgamation; and

(C) the listing of the Payment Shares and the Resulting Issuer Shares issuable upon conversion of the Subscription Receipts;

subject in each case to only customary conditions;

(b) there shall not exist any prohibition at law against, and there shall not be in force any order or decree restraining or enjoining, the completion of the Transaction;

(c) there shall not be threatened in writing, instituted or pending any bona fide action or proceeding before any court or Governmental Authority (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the Transaction contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Celestial of all or a material portion of the business or assets of NSN, or to compel Celestial or NSN to dispose of or to hold separately all or a material portion of the

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business or assets of NSN, as a result of the Transaction contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the Transaction contemplated hereby;

(d) there shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the Transaction contemplated hereby, by any Governmental Authority, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 5.1(c);

(e) on the Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the Celestial Shares shall be in effect;

(f) the Subscription Receipt Financing shall have been completed; and

(g) the distribution of Payment Shares and issuance of the Resulting Issuer Shares in connection with the Amalgamation shall be exempt from prospectus and registration requirements, and from applicable takeover bid rules under applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Securities Laws and shall not be subject to resale restrictions under applicable Securities Laws.

5.2 Conditions of NSN, NOAC and MSC US. The obligations of NSN, NOAC and MSC US to complete the Transaction are subject to the fulfilment of the following conditions on or before the Closing Date:

(a) except as affected by the Transaction contemplated herein, the representations and warranties of Celestial contained herein shall be true in all material respects (save and except for any representation or warranty already qualified by materiality, which shall be true and correct in all respects) as of the Closing Date with the same effect as though such representations and warranties had been made at and as of such time, and Celestial shall have delivered a certificate to such effect, dated as of the Closing Date, of a senior officer of Celestial;

(b) Celestial shall have fulfilled or complied in all material respects with each of its covenants contained in this Agreement to be fulfilled or complied with by it on or prior to the Closing Time and Celestial shall have delivered a certificate to such effect, dated as of the Closing Date, of a senior officer of Celestial;

(c) all other necessary corporate action shall have been taken by Celestial to permit the consummation of the Consolidation, Name Change, Business Acquisition, issuance of the Payment Shares and Resulting Issuer Shares, Amalgamation and the Resulting Director appointments, and NSN shall have received from Celestial copies of the records of all corporate action taken to authorize the execution, delivery, and performance of this Agreement and the Transaction, certified by a duly authorized officer thereof to be true and complete as of the Closing Time;

(d) all consents and approvals which are required or necessary to be obtained by Celestial for the completion of the Transaction contemplated under this Agreement shall have been obtained, received or waived;

(e) no Material Adverse Effect affecting the business, affairs, assets, financial condition or operations of Celestial shall have occurred between the date hereof and the Closing Date

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and Celestial shall have delivered a certificate to such effect, dated as of the Closing Date, of a senior officer of Celestial;

(f) since the date of this Agreement, no action, suit or proceeding shall have been taken before or by any Person against Celestial (whether or not purportedly on behalf of Celestial) that would, if successful, have a Material Adverse Effect on Celestial, in the sole discretion of NSN, acting reasonably;

(g) the Consolidation and Name Change shall each have been completed and Celestial shall have filed Articles of Amendment in accordance with the OBCA in respect of the Consolidation and Name Change;

(h) each of such required officers and directors of Celestial immediately prior to the Closing Time, shall deliver duly executed resignations and releases from their positions with Celestial effective upon the completion of the Transaction;

(i) the Resulting Directors shall have been appointed as the directors of Celestial effective as of the Closing Date;

(j) the management of the Resulting Issuer shall have been reconstituted as contemplated hereunder;

(k) Celestial shall have delivered all applicable closing deliveries pursuant to Section 7.3;

(l) NSN and Celestial shall have entered into an investor rights agreement on or prior to Closing, which agreement shall include, among other things, customary information rights, with such rights and related provisions to be negotiated and determined by the Parties, acting reasonably;

(m) Celestial shall have delivered certificates or direct registration statements duly registered in the name of such Persons evidencing the number of Payment Shares to which such Person is entitled pursuant to this Agreement; and

(n) the Specified Employees shall have entered into agreements with NSN and NOAC with respect to their ownership of Resulting Issuer Shares, in a form acceptable to NSN and NOAC, acting reasonably.

The foregoing conditions precedent are for the benefit of NSN, NOAC and MSC US and may be waived by NSN, in whole or in part, without prejudice to their right to rely on any other condition in its favour. If any of the said conditions shall not have been satisfied or waived by NSN on or before the date required for their performance and provided such non-compliance did not arise from acts or omissions of NSN, NOAC or MSC US, then its obligations to complete the Transaction shall be at an end upon written notice to the other Parties hereto.

5.3 Conditions of Celestial. The obligations of Celestial to complete the Transaction are subject to the fulfillment of the following conditions on or before the Closing Date:

(a) except as affected by the Transaction contemplated herein, the representations and warranties of NSN, NOAC and MSC US contained herein shall be true in all material respects (save and except for any representation or warranty already qualified by materiality, which shall be true and correct in all respects) as of the Closing Date with the same effect as though such representations and warranties had been made at and as of such time and each of NSN, NOAC and MSC US shall have delivered a certificate to such effect, dated as of the Closing Date, of a senior officer of NSN, NOAC and MSC US, respectively;

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(b) NSN, NOAC, MSC US and the holders of MSC US Stock each shall have fulfilled or complied in all material respects with each of its covenants contained in this Agreement to be fulfilled or complied with by it on or prior to the Closing Time; and each of NSN, NOAC and MSC US shall have delivered a certificate to such effect, dated as of the Closing Date, of a senior officer of NSN, NOAC and MSC US, respectively;

(c) NSN, NOAC and MSC US and the holder(s) of MSC US Stock shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken to permit the completion of the Transaction;

(d) satisfactory evidence of the due completion of the Nokia Reorganization;

(e) each of the Modul8 IP Transfer and Licence Agreement, Modul8 Patent Purchase Agreement, and Modul8 Trademarks and Domain Names Assignment Agreement shall have been entered into;

(f) the holder(s) of MSC US Stock shall have tendered all, but not less than all, of the MSC US Stock, accompanied by duly executed share transfer forms and associated MSC US Stock certificates (if issued), such that Celestial shall, immediately after the Closing, be the sole holder of all of the issued and outstanding MSC US Stock;

(g) since the date of this Agreement, no action, suit or proceeding shall have been taken before or by any Person against NSN, NOAC or MSC US that would, if successful, have a Material Adverse Effect on the Modul8 Operating Assets or the Modul8 IP Assets, in the sole discretion of Celestial, acting reasonably; and

(h) the Resulting Issuer Escrow Agreement, pursuant to which the Payment Shares issued to certain Persons under this Agreement will be held in escrow pursuant to the policies of the Exchange, shall have been executed and delivered by such Persons as may be required by the Exchange.

The foregoing conditions precedent are for the benefit of Celestial and may be waived by Celestial, in whole or in part, without prejudice to Celestial's right to rely on any other condition in favour of Celestial. If any of the said conditions shall not have been satisfied or waived by Celestial on or before the date required for their performance and provided such non-compliance did not arise from acts or omissions of Celestial, then Celestial's obligation to complete the Transaction shall be at an end upon written notice to the other Parties hereto.

5.4 Notice and Cure Provisions. Each Party will give prompt notice to the other Parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Closing Date, of any event or state of facts which occurrence or failure would or would be likely to:

(a) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Closing Date; or

(b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any Party hereunder prior to the Closing Date.

No Party may elect not to complete the Transaction contemplated hereby pursuant to the conditions precedent contained in Sections 5.1, 5.2, and 5.3 or any termination right under Section 6.2 unless the Party intending to rely thereon has delivered forthwith a written notice to the other Parties prior to the Closing Time specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or termination right, as the case may be. If any

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such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement.

ARTICLE 6

AMENDMENT AND TERMINATION

6.1 Amendment

This Agreement may, at any time and from time to time, be amended by written agreement of the Parties hereto, and any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties hereto;
(b) waive compliance with or modify any representations, warranties or covenants of the Parties;
(c) waive or modify performance of any of the obligations of any of the Parties hereto; or
(d) waive compliance with or modify any conditions precedent contained herein.

6.2 Termination

This Agreement may be terminated:

(a) upon mutual agreement in writing by Celestial and NSN;
(b) upon written notice by either Celestial or NSN if the Closing of the Transaction does not occur on or prior to the Outside Date, provided that the Party exercising such right to terminate is not then in breach of this Agreement nor the primary cause of any of such breach by another Party; and
(c) subject to the provisions of Section 5.4, upon written notice by either Celestial or NSN due to a material breach of the terms of this Agreement (including a failure to satisfy any condition to Closing of the Transaction in accordance with the terms of this Agreement) by NSN, NOAC or MSC US, on the one hand, or Celestial, on the other hand, provided that the Party exercising such right to terminate is not then in breach of this Agreement nor the primary cause of any of such breach by another Party.

6.3 Survival

In the event of the termination of this Agreement as permitted above, this Agreement shall become void and no party shall have any liability or further obligation to any other party, except that nothing contained in this Section 6.2 shall relieve or have the effect of resulting in relieving any party from liability for damages incurred or suffered by another party as a result of a breach of this Agreement by a party acting in bad faith intended and designed to prevent the conditions precedent set out in this Agreement from being satisfied. Notwithstanding the foregoing, the provisions in Article 6 and Sections 8.2 and 8.13 shall survive any termination of this Agreement.

6.4 Expenses and Termination Fee

(a) The Parties shall be responsible for their own fees and expenses incurred in connection with the completion of the Transaction; provided that, upon Closing of the Transaction, all reasonable fees and expenses incurred in connection with the Transactions contemplated hereby (including, without limitation, all reasonable fees and disbursements of NSN, NOAC and Celestial's legal counsel (including applicable taxes thereon), all auditor fees in connection with the preparation of the Modul8 Financial Statements) shall be paid out of the proceeds of the Subscription Receipt Financing concurrently with Closing, following the satisfaction or waiver, as applicable, of the escrow release conditions contained in the Subscription Receipt Agreement.

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(b) In the event this Agreement is terminated for any reason, NSN shall promptly reimburse Celestial (not later than seven (7) calendar days thereafter) for all of its reasonable and documented fees and expenses (including applicable taxes thereon) incurred in connection with the Transactions contemplated hereby, subject to a maximum of [Redacted – Commercially Sensitive Information] if the Agreement is terminated on or before June 30, 2026, provided however that such maximum amount shall automatically increase by [Redacted – Commercially Sensitive Information] on a cumulative basis for each full or partial calendar month after June 30, 2026 that the Agreement remains outstanding prior to termination (the "Expense Reimbursement"); and shall pay to Celestial a termination fee equal to [Redacted – Commercially Sensitive Information] (the "Termination Fee"), together representing the full and final reimbursement of all amounts due

(c) Notwithstanding anything to the contrary in Section 6.4(b) or elsewhere in this Agreement, if NSN terminates this Agreement pursuant to 6.2(b) or 6.2(c) as a result of the intentional breach by Celestial, with documented evidentiary support, or if NSN or Celestial terminate the Agreement pursuant to 6.2(c) as a result of a failure to satisfy the condition in Section 5.1(f), Celestial shall be entitled only to Expense Reimbursement, and shall not be entitled to the Termination Fee or any other amounts in connection with such termination.

6.5 Notice of Unfulfilled Conditions. If NSN or Celestial shall determine at any time prior to the Closing Date that it intends to refuse to consummate the Transaction or any of the other transactions contemplated hereby because of any unfulfilled or unperformed condition contained in this Agreement on the part of the other of them to be fulfilled or performed, NSN or Celestial, as the case may be, shall so notify the other of them forthwith upon making such determination in order that such other of them shall have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date.

ARTICLE 7
CLOSING ARRANGEMENTS

7.1 Closing. The Closing of the Transaction contemplated herein shall take place at the Closing Time, on the Closing Date, at the offices of Aird & Berlis LLP, Suite 1800, 181 Bay Street, Toronto, Ontario, Canada M5J 2T9, via electronic delivery, or at such other place or by such other means as may be agreed to in writing by the Parties hereto.

7.2 Closing Steps. At the Closing Time, assuming the completion of the Subscription Receipt Financing and the satisfaction or waiver of all conditions set out in Article 5, the Transaction contemplated hereby shall be completed in a series of steps and transactions in the order as follows:

(a) Celestial will effect the Consolidation and Name Change;

(b) NSN, NOAC and MSC US will complete the Nokia Reorganization;

(d) upon satisfaction of the escrow release conditions contained in the Subscription Receipt Agreement, all Subscription Receipts shall convert, without further action or additional consideration therefor into Finco Shares;

(e) Acquireco and Finco will effect the Amalgamation and give effect to the steps described in Section 2.1(h)(i) and pursuant to the Amalgamation Agreement, including the conversion, without further action or additional consideration therefor of the Finco Shares issued in connection with the Subscription Receipt Financing, into Resulting Issuer Shares; and

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(f) immediately following the receipt of the Certificate of Amalgamation, the Resulting Issuer will reconstitute the Resulting Issuer Board with the Resulting Directors and reconstitute management of the Resulting Issuer in accordance with Section 2.1(j).

7.3 Closing Deliveries

At the Closing Time, the Parties will deliver the following documentation, and any other closing deliveries customary for a transaction of this nature:

(a) Celestial will deliver or cause to be delivered:

(i) the certificates required to be delivered by it pursuant to Sections 5.2(a), 5.2(b) and 5.2(e);

(ii) certificates and or other electronic evidences of the Payment Shares registered to NSN and the former holder(s) of MSC US Stock provided however that any certificates evidencing Payment Shares that are required to be escrowed may be delivered to the Escrow Agent in accordance with the requirements of Exchange Policies;

(iii) certificates and or other electronic evidences of the Resulting Issuer Shares to be issued to former holders of Subscription Receipts;

(iv) evidence of the conditional acceptance of the Exchange to the listing of the Payment Shares (including all Resulting Issuer Shares which may be issued on the conversion of the Subscription Receipts), the completion of the Transaction;

(v) duly executed share transfer forms as transferee in connection with MSC US Stock in connection with the issuance of the Payment Shares; and

(vi) mutual releases from all officers and directors of Celestial.

(b) NSN will:

(i) deliver certified copies of the resolutions of the board of directors of NSN, as applicable, approving the Transaction; and

(ii) transfer and assign all of the Modul8 IP Assets to Modul8 IPCo or as otherwise directed by Celestial.

(i) duly executed share transfer forms (together with any necessary shareholder approvals) transferring MSC US Stock to Celestial; and

(ii) if applicable, the Resulting Issuer Escrow Agreement duly executed and delivered by such Persons as required by the Exchange.

7.4 Allocation of Purchase Price

(a) The purchase price payable for the Modul8 Business, will be allocated among the Modul8 Operating Assets and the Modul8 IP Assets by written agreement between the Parties on or before the Closing Date pursuant to a purchase price allocation agreement. More particularly:

(i) the aggregate purchase price for the Modul8 Operating Assets equalling the book carrying value of such assets shall be allocated among the Modul8 Operating

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Assets by written agreement between NOAC and MSC US on or before the Closing Date pursuant to a purchase price allocation agreement; and

(ii) the aggregate purchase price for the Modul8 IP Assets shall be allocated among the Modul8 IP Assets by written agreement between NSN and Celestial on or before the Closing Date pursuant to a purchase price allocation agreement.

(b) The Parties will prepare and file their respective financing statements and tax returns in a manner consistent with such allocation.

ARTICLE 8

GENERAL

8.1 Notices. All notices, requests, demands or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery, facsimile transmission or by registered mail, postage prepaid, addressed to such other party or delivered to such other party as follows:

If to Celestial	If to NSN or NOAC
181 Bay Street, Suite 1800
Toronto, ON Canada M5J 2T9	Karakaari 7
02610 Espoo, Finland
P.O. Box 226, FI-00045 Nokia Group
Atten: Jared Bottoms, CEO
E-mail: [Redacted – Personal Information]	Atten: Mike Chen
E-mail: [Redacted – Personal Information]
[Redacted – Personal Information]
with a copy to (which shall not constitute notice):	with a copy to (which shall not constitute notice):
Aird & Berlis LLP
181 Bay Street, Suite 1800
Toronto, ON Canada M5J 2T9	Paul Hastings LLP
200 Park Avenue
New York, NY 10166
Atten: Marek Lorenc
E-mail: [email protected]	Atten: Samuel A. Waxman
E-mail: [email protected]

or at such other address as may be given by any of them to the others in writing from time to time and such notices, requests, demands or other communications shall be deemed to have been received, if sent by facsimile or electronic mail, on the first Business Day after sending or, if sent by registered mail, on the fifth Business Day after mailing or, if delivered, upon the date of delivery.

8.2 Confidentiality. Prior to Closing and, if the Transaction is not completed, at all times thereafter, each of the Parties hereto will keep confidential and refrain from using all information obtained by it in connection with the Transaction contemplated by this Agreement relating to any other Party in accordance with the terms of the Confidentiality Agreement.

8.3 Remedies. In the event of any action to enforce the provisions of this Agreement, each of the Parties waive the defense that there is an adequate remedy at law. The termination of this Agreement: (i) will not relieve either Celestial or NSN from any liability for breach by it of this Agreement prior to such termination; or (ii) preclude a party from seeking injunctive relief to restrain any breach or threatened breach of this Agreement or otherwise to obtain specific performance of any provision of this Agreement. For greater certainty, nothing in this Agreement shall relieve, or

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have the effect of relieving, either Celestial or NSN in any way from any liability for damages incurred or suffered by either Celestial or NSN as a result of an intentional or wilful breach of the terms of this Agreement by the other Party.

8.4 Assignment. No Party may assign this Agreement or its rights or obligations hereunder without the prior written consent of the other Parties hereto.

8.5 Binding Effect. This Agreement shall be binding upon and shall enure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

8.6 Waiver. Any waiver or release of any provisions of this Agreement, to be effective, must be in writing executed by the Party granting the same.

8.7 Further Assurances. The Parties hereto covenant and agree to sign such other papers, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part thereof.

8.8 Governing Law; Choice of Forum. This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each of the Parties hereto hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario with respect to any matters arising out of this Agreement.

8.9 Currency. Except as otherwise stated herein, dollar amounts referred to in this Agreement shall be in United States dollars.

8.10 Third Party Beneficiaries. Nothing in this Agreement, express or implied, shall be construed to create any third-party beneficiaries.

8.11 Interpretation. All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case require and the verb shall be construed and agreeing with the required word and/or pronoun. The division of this Agreement into articles, sections, subsections and exhibits are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

8.12 Time of the Essence. Time shall be of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement shall operate as a waiver of this provision.

8.13 Public Announcements. Each of the Parties hereto shall cooperate with the other Parties in releasing information concerning this Agreement and the transactions contemplated herein, and shall furnish to and discuss with the other Parties hereto drafts of all press and other releases prior to publication. No press release or other public announcement concerning the proposed Transaction contemplated by this Agreement will be made by any Party hereto without the prior consent of the other Parties, such consent not to be unreasonably withheld or delayed; provided that nothing contained herein shall prevent any Party hereto at any time from furnishing any information to any governmental agency or regulatory authority or to the public if so required by Applicable Law.

8.14 Entire Agreement. This Agreement, and the Confidentiality Agreement, and the documents and instruments and other agreements among the Parties hereto as contemplated by or referred to herein constitute the entire agreement among the Parties hereto with respect to the subject matter thereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter thereof. This Agreement shall not be amended except in

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writing signed by all of the Parties hereto, and any amendment hereof shall be null and void and shall not be binding upon any Party which has not given its consent as aforesaid.

8.15 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission, pdf copy or other electronic means) in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart.

8.16 Severability. In the event that any of the representations, warranties or covenants or any portion of them contained in this Agreement are unenforceable or are declared invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the enforceability or the validity of the remaining terms or portions thereof of this Agreement, and such unenforceable or invalid representation, warranty or covenant or portion thereof shall be severable from the remainder of this Agreement.

(the remainder of this page left intentionally blank)

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IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the date first above written.

CELESTIAL ACQUISITION CORP.

Per: (s) "Jared Bottoms"
Name: Jared Bottoms
Title: Chief Executive Officer

NOKIA SOLUTIONS AND NETWORKS OY

Per: (s) "Johanna Mandelin"
Name: Johanna Mandelin
Title: Authorized Signatory

Per: (s) "Ingrid Viitanen"
Name: Ingrid Viitanen
Title: Authorized Signatory

NOKIA OF AMERICA CORPORATION

Per: (s) "Chris Jones"
Name: Chris Jones
Title: Authorized Signatory

Per: (s) "Kristiina Janhunen"
Name: Kristiina Janhunen
Title: Authorized Signatory

MODULATE SPACE CORPORATION

Per: (s) "Bradley Morrison"
Name: Bradley Morrison
Title: President

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SCHEDULE A

REPRESENTATIONS AND WARRANTIES OF NSN

(a) NSN is a company duly incorporated, validly existing and in good standing under the laws of Finland, has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, to execute and deliver this Agreement and to perform its obligations hereunder.

(b) This Agreement, and the performance of NSN's obligations hereunder, has been duly authorized, executed and delivered by NSN and constitutes a legal, valid and binding obligation of NSN enforceable against NSN in accordance with its terms, subject to (i) bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the enforcement of creditors' rights generally, and (ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court.

(c) The execution and delivery of this Agreement does not and the consummation of the Transaction will not: (i) result in a breach or violation of the constating documents of NSN; (ii) conflict with, result in a breach of, constitute a default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of an encumbrance upon any material agreement, licence, permit or authority to which NSN is a party or by which NSN is bound or to which any Modul8 Operating Assets or Modul8 IP Assets are subject; or (iii) violate any provision of law or regulation or any judicial or administrative order, award, judgment or decree applicable to NSN.

(d) No consent, approval, notice or report to, filing with, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over NSN is required to be obtained by NSN in connection with the execution and delivery of this Agreement or the consummation of the Transaction, except for those consents, orders, authorizations, declarations, registrations or approvals which are contemplated by this Agreement or those consents, orders, authorizations, declarations, registrations or approvals that, if not obtained, would not prevent or materially delay the consummation of the Transaction or otherwise prevent NSN from performing its obligations under this Agreement.

(e) There is no suit, action or proceeding pending or, to the knowledge of NSN, threatened against it that, individually or in the aggregate, could reasonably be expected to refrain or prevent completion of the Nokia Reorganization, or the purchase by Celestial of the Modul8 IP Assets and the settlement of the MSC US Note.

(f) Other than as contemplated in this Agreement or as may be set forth in the Modul8 Material Contracts, there are no loans, guarantees, pledges, mortgages, charges, liens, debentures, or liabilities given, made or incurred by or on behalf of NSN and that relate to the Modul8 Assigned IP Assets.

(g) There is no public or private litigation, arbitration, proceeding or governmental investigation pending, or to the knowledge of NSN, threatened involving NSN which may, if adversely determined, restrain or prohibit any of the Transaction contemplated by this Agreement.

(h) The Modul8 Business is being conducted in all material respects in compliance with Applicable Laws, regulations and ordinances of all authorities having jurisdiction, except where the failure to comply would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on the Modul8 Business or the Modul8 IP Assets.

A-1

(i) NSN and its Affiliates own, possess and have good and marketable title to all of the Modul8 IP Assets, free and clear of all encumbrances, and have the absolute and exclusive right to sell, transfer and convey the Modul8 IP Assets as contemplated by this Agreement, except for patents included in the Modul8 IP Assets, which are assigned subject to existing encumbrances.

(j) To the knowledge of NSN, except for the Excluded Assets and the Third-Party Software Licences, the Modul8 IP Assets include all the IP assets necessary to carry on the Modul8 Business as it is currently operated.

(k) The Disclosure Letter (and the attachments thereto) includes a list of the Modul8 IP Assets either owned by NSN and its Affiliates or which NSN and its Affiliates have the right to license. All reasonable steps have been taken by NSN to preserve its rights to the Modul8 IP Assets. There has been no material infringement of any Modul8 IP Assets by any third party, except where such infringement wouldn't adversely impact Celestial's ability to use such assets. NSN has not received any written claim during the past twelve (12) months prior to the Effective Date alleging that the conduct by NSN of the Modul8 Business, including its use of the Modul8 IP Assets, infringes the IP of any Person. Except as disclosed in the Disclosure Letter, no Governmental Authority has any rights in or to the Modul8 IP Assets, and the Modul8 IP Assets (or any portion thereof) may be transferred free of any encumbrance by any Governmental Authority.

(l) NSN and its Affiliates' systems and methods for filing and maintaining IP rights are sufficient for the operation of the Modul8 Business as conducted by NSN and its Affiliates. All Modul8 IP Assets have been developed and, where possible, registered in accordance with Nokia Group's standard corporate practice.

(m) Except as disclosed in the Disclosure Letter, NSN has not received any written opinion from legal counsel, patent agent, trademark agent or other intellectual property professional, nor any written communication from any Governmental Authority, asserting or indicating that any of the Modul8 IP Assets are invalid, unenforceable, unregistrable, abandoned or subject to revocation, in whole or in part.

(n) Except for the Pending Trademarks set out in Section 1.1(gggg) of the Disclosure Letter and other than as set out in Appendix E of Modul8 IP Transfer and License Agreement, there are no oppositions, cancellations, interferences, re-examination proceedings, invalidation actions or similar proceedings pending with respect to any registered Modul8 IP Assets, and NSN has not received any written notice indicating that any application for registration of any Modul8 IP Assets has been finally rejected or denied by the applicable Governmental Authority.

(o) NSN has not been notified in writing by any Governmental Authority of any investigation with respect to it that is pending or, to the knowledge of NSN, threatened, nor has any Governmental Authority notified NSN of such Governmental Authority's intention to commence or to conduct any investigation that would be reasonably likely to have a Material Adverse Effect on the Modul8 Business or the Modul8 IP Assets.

(p) Other than as disclosed to Celestial and excepting pursuant to the Subscription Receipt Financing, NSN has not engaged any broker or other agent in connection with the Transaction and, accordingly, there is no commission, fee or other remuneration payable to any broker or agent who purports or may purport to act or have acted for NSN.

(q) As of the date hereof, the Modul8 Business is not in material violation of any applicable Environmental Laws.

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(r) NSN has paid or made arrangements for the payment of all Taxes due and payable in respect of the Modul8 IP Assets that, as of the Closing Date, are capable of forming or resulting in a lien on the Modul8 IP Assets or of becoming a liability or obligation of the Resulting Issuer, except where the failure to do so would not individually or in the aggregate, have a Material Adverse Effect. There are no material claims in progress, pending or, to the knowledge of NSN, threatened, in connection with any Taxes that have been paid, or may be payable, in respect of the Modul8 IP Assets. NSN has deducted, withheld or collected, and remitted, all amounts required to be deducted, withheld, collected or remitted by it in respect of any Taxes.

(s) No Person has any written agreement, option, understanding or commitment or any right or privilege capable of becoming an agreement for the purchase, exchange, transfer or other disposition from NSN of any of the Modul8 Operating Assets or Modul8 Assigned IP Assets.

(t) There does not exist any state of facts which after notice or lapse of time, or both, will constitute a material default or breach on the part of NSN under any of the provisions contained in any of the Modul8 Material Contracts.

(u) The Modul8 Financial Statements and the notes thereto will, at their respective dates of preparation, contain no material misrepresentations and will be prepared in accordance with IFRS, and, when complete, shall be true and correct and present fairly, in all material respects, the consolidated financial position of the Modul8 Business as at such dates and the results of its operations and changes in financial position for the period indicated in the said statements, and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses.

(v) The Prospectuses, in respect of NSN and the Modul8 Business, including any and all amendments thereto, will, at their respective dates, contain no untrue statement of a material fact and will not omit to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it is made and, together with all of the information incorporated by reference in the Prospectuses, will constitute full, true and plain disclosure of all material facts relating to NSN and the Modul8 Business as of such dates.

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SCHEDULE B

REPRESENTATIONS AND WARRANTIES RELATED OF NOAC

(a) NOAC is a company duly incorporated, validly existing and in good standing under the laws of the State of Delaware, has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, to execute and deliver this Agreement and to perform its obligations hereunder.

(b) This Agreement, and the performance of NOAC’s obligations hereunder, has been duly authorized, executed and delivered by NOAC and constitutes a legal, valid and binding obligation of NOAC enforceable against NOAC in accordance with its terms, subject to (i) bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court.

(c) The execution and delivery of this Agreement does not and the consummation of the Transaction will not: (i) result in a breach or violation of the constating documents of NOAC; (ii) conflict with, result in a breach of, constitute a default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of an encumbrance upon any material agreement, licence, permit or authority to which NOAC is a party or by which NOAC is bound or to which any Modul8 Operating Assets or Modul8 IP Assets are subject; or (iii) violate any provision of law or regulation or any judicial or administrative order, award, judgment or decree applicable to NOAC.

(d) No consent, approval, notice or report to, filing with, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over NOAC is required to be obtained by NOAC in connection with the execution and delivery of this Agreement or the consummation of the Transaction, except for those consents, orders, authorizations, declarations, registrations or approvals which are contemplated by this Agreement or those consents, orders, authorizations, declarations, registrations or approvals that, if not obtained, would not prevent or materially delay the consummation of the Transaction or otherwise prevent NOAC from performing its obligations under this Agreement.

(e) There is no suit, action or proceeding pending, or to the knowledge of NOAC, threatened against it that, individually or in the aggregate, could reasonably be expected to refrain or prevent completion of the Nokia Reorganization.

(f) Other than as contemplated in this Agreement, or as may be expected during the ordinary course of business, or as may be set forth in the Modul8 Material Contracts, there are no loans, guarantees, pledges, mortgages, charges, liens, debentures, encumbrances or liabilities given, made or incurred by or on behalf of NOAC and that relate to the Modul8 Operating Assets.

(g) There is no public or private litigation, arbitration, proceeding or governmental investigation pending or, to the knowledge of NOAC, threatened involving NOAC which may, if adversely determined, restrain or prohibit any of the Transaction contemplated by this Agreement.

(i) NOAC owns, possesses and has good and marketable title to all of the Modul8 Operating Assets, free and clear of all encumbrances and has the absolute and exclusive right to sell, transfer and convey the Modul8 Operating Assets pursuant to the Nokia Reorganization as contemplated by this Agreement.

(j) Except for the Excluded Assets, the Modul8 IP Assets and the Third-Party Software Licences, the Modul8 Operating Assets comprise all or substantially all of the undertaking, assets and property necessary to carry on the Modul8 Business as it is currently operated.

(k) NOAC is not in default or material breach of any Modul8 Material Contract, and there exists no state of facts that, after notice or lapse of time or both, would constitute a default or material breach under any Modul8 Material Contract. No counterparty to any Modul8 Material Contract is in material default of any of its obligations under any Modul8 Material Contract, NOAC is entitled to all benefits under each Modul8 Material Contract, and has not received any notice of termination of any Modul8 Material Contract.

(l) NOAC has not been notified by any Governmental Authority of any investigation with respect to it that is pending or, to the knowledge of NOAC, threatened, nor has any Governmental Authority notified NOAC of such Governmental Authority's intention to commence or to conduct any investigation that would be reasonably likely to have a Material Adverse Effect on the Modul8 Business or the Modul8 Operating Assets.

(m) Other than as disclosed to Celestial and except pursuant to the Subscription Receipt Financing, NOAC has not engaged any broker or other agent in connection with the Transaction and, accordingly, there is no commission, fee or other remuneration payable to any broker or agent who purports or may purport to act or have acted for NOAC.

(n) As of the date hereof, the Modul8 Business is not in material violation of any applicable Environmental Laws.

(o) NOAC has paid or made arrangements for the payment of all Taxes due and payable in respect of the Modul8 Operating Assets that, as of the Closing Date, are capable of forming or resulting in a lien on the Modul8 Operating Assets or of becoming a liability or obligation of the Resulting Issuer, except where the failure to do so would not individually or in the aggregate, have a Material Adverse Effect. There are no material claims in progress, pending or, to the knowledge of NOAC, threatened, in connection with any Taxes that have been paid, or may be payable, in respect of the Modul8 Operating Assets. NOAC has deducted, withheld or collected, and remitted, all amounts required to be deducted, withheld, collected or remitted by it in respect of any Taxes.

(p) No Person has any written agreement, option, understanding or commitment or any right or privilege capable of becoming an agreement for the purchase, exchange, transfer or other disposition from NOAC of any of the Modul8 Operating Assets or Modul8 IP Assets.

(q) There does not exist any state of facts which after notice or lapse of time, or both, will constitute a material default or breach on the part of NOAC under any of the provisions contained in any of the Modul8 Material Contracts.

(r) The Modul8 Financial Statements and the notes thereto will, at their respective dates of preparation, contain no material misrepresentations and will be prepared in accordance with IFRS, and, when complete, shall be true and correct and present fairly, in all material respects, the consolidated financial position of the Modul8 Business as at such dates and the results of its operations and changes in financial position for the period indicated in the said statements, and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses.

B-2

(s) The Prospectuses, in respect of NOAC and the Modul8 Business, including any and all amendments thereto, will, at their respective dates, contain no untrue statement of a material fact and will not omit to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it is made and, together with all of the information incorporated by reference in the Prospectuses, will constitute full, true and plain disclosure of all material facts relating to NSN and the Modul8 Business as of such dates.

(t) No officer, employee, consultant, representative or agent of the Modul8 Business, has (i) violated any applicable anti bribery or anti corruption laws including the U.S. Foreign Corrupt Practices Act and Canada's Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (A) to any Government Official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of NOAC or its affiliates in obtaining or retaining business for or with, or directing business to, any Person; or (B) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. No officer, employee, consultant, representative or agent of the Modul8 Business has (x) conducted or initiated any review, audit, or internal investigation that concluded any such person violated such laws or committed any material wrongdoing, or (y) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti bribery or anti corruption laws, in each case with respect to any alleged act or omission arising under or relating to non compliance with any such laws, or received any notice, request, or citation from any Person alleging non compliance with any such laws.

(u) The operations of the Modul8 Business have been conducted at all times in compliance with the requirements of applicable anti-money laundering laws, including, but not limited to the Bank Secrecy Act of 1970, as amended by the USA Patriot Act of 2001, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), Part II.1 of the Criminal Code (Canada) and, in each case, the rules and regulations promulgated thereunder, and the anti-money laundering laws of the various jurisdictions in which the Modul8 Business operates, including any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the "Money Laundering Laws"), and no action, suit or proceeding by or before any court of Governmental Authority or any arbitrator non-Governmental Authority involving Modul8 Business with respect to the Money Laundering Laws is, to the knowledge of NOAC, pending or threatened.

B-3

C-1

SCHEDULE C

REPRESENTATIONS AND WARRANTIES OF MSC US

(a) MSC US is a company duly incorporated, validly existing and in good standing under the laws of the State of Texas, has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, to execute and deliver this Agreement and to perform its obligations hereunder.

(b) This Agreement, and the performance of MSC US of its obligations hereunder, has been duly authorized, executed and delivered by MSC US and constitutes a legal, valid and binding obligation of MSC US enforceable against MSC US in accordance with its terms, subject to (i) bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the enforcement of creditors' rights generally, and (ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court.

(c) The execution and delivery of this Agreement does not and the consummation of the Transaction will not: (i) result in a breach or violation of the constating documents of MSC US; (ii) conflict with, result in a breach of, constitute a default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of an encumbrance upon any material agreement, licence, permit or authority to which MSC US is a party or by which MSC US is bound; or (iii) violate any provision of law or regulation or any judicial or administrative order, award, judgment or decree applicable to MSC US.

(d) No consent, approval, notice or report to, filing with, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over MSC US is required to be obtained by MSC US in connection with the execution and delivery of this Agreement or the consummation of the Transaction, except for those consents, orders, authorizations, declarations, registrations or approvals which are contemplated by this Agreement or those consents, orders, authorizations, declarations, registrations or approvals that, if not obtained, would not prevent or materially delay the consummation of the Transaction or otherwise prevent MSC US from performing its obligations under this Agreement.

(e) There is no suit, action or proceeding pending or, to the knowledge of MSC US, threatened against it that, individually or in the aggregate, could reasonably be expected to refrain or prevent completion of the Nokia Reorganization.

(f) MSC US has not, since its incorporation or formation, conducted any active business operations. Other than as contemplated in this Agreement, there are no loans, guarantees, pledges, mortgages, charges, liens, debentures, encumbrances or liabilities given, made or incurred by or on behalf of MSC US.

(g) The authorized share capital of MSC US consists of 100,000,000 shares of MSC US Stock of which, as of the date hereof, 10,000,000 shares of MSC US Stock are validly issued and outstanding as fully paid and non-assessable shares in the capital of MSC US.

(h) As of the Closing Date, except as disclosed to NSN, NOAC and Celestial in writing or as contemplated by this Agreement, no person will have any agreement, option, right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, for the purchase of MSC US Stock, as applicable.

D-1

SCHEDULE D

REPRESENTATIONS AND WARRANTIES OF CELESTIAL

(a) Celestial is a corporation duly incorporated, validly existing and in good standing under the laws of the Province of Ontario. Celestial is a Capital Pool Company (as defined in the policies of the Exchange), it has not commenced any business operations other than the identification of a Significant Asset (as defined in the policies of the Exchange) and does not have any subsidiaries. No proceedings have been taken or authorized by Celestial in respect of the bankruptcy, reorganization, insolvency, liquidation, dissolution or winding up of Celestial. Celestial is qualified to conduct business in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities makes such qualification necessary.

(b) This Agreement, and the performance of Celestial’s obligations hereunder, has been duly authorized, executed and delivered by Celestial and constitutes a legal, valid and binding obligation of Celestial enforceable against Celestial in accordance with its terms, subject to (i) bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court.

(c) The execution and delivery of this Agreement does not and the consummation of the Transaction will not: (i) result in a breach or violation of the constating documents of Celestial; (ii) conflict with, result in a breach of, constitute a default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of an encumbrance upon any material agreement, licence, permit or authority to which Celestial is a party or by which Celestial is bound; or (iii) violate any provision of law or regulation or any judicial or administrative order, award, judgment or decree applicable to Celestial.

(d) No consent, approval, notice or report to, filing with, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over Celestial is required to be obtained by Celestial in connection with the execution and delivery of this Agreement or the consummation of the Transaction, except for those consents, orders, authorizations, declarations, registrations or approvals which are contemplated by this Agreement or those consents, orders, authorizations, declarations, registrations or approvals that, if not obtained, would not prevent or materially delay the consummation of the Transaction or otherwise prevent Celestial from performing its obligations under this Agreement.

(e) Celestial has complied with and is in compliance, in all material respects, with all laws and regulations applicable to the operation of its business and has all material licences, permits, orders or approvals of, and has made all required registrations with, any governmental or regulatory body that are material to the conduct of its business.

(f) The authorized share capital of Celestial consists of an unlimited number of Celestial Shares of which, as of the date hereof, 9,250,000 Celestial Shares are validly issued and outstanding as fully paid and non-assessable shares in the capital of Celestial, of which 4,250,000 are held in escrow in accordance with the CPC Escrow Agreement. As of the date hereof, there are outstanding Celestial Options to purchase 925,000 Celestial Shares, and outstanding Celestial Agent’s Options to purchase 500,000 Celestial Shares.

(g) Other than the 925,000 Celestial Options and 500,000 Celestial Agent’s Options currently outstanding, there are no authorized, outstanding or existing:

i) securities issued by Celestial that are convertible into or exchangeable for Celestial Shares;

ii) agreements, options, warrants or other rights capable of becoming agreements, options or warrants to purchase or subscribe for any Celestial Shares or securities convertible into or exchangeable for any Celestial Shares in each case granted, extended or entered into by Celestial;

iii) agreements of any kind, to which Celestial is a party, relating to (A) the issuance of any Celestial Shares, (B) any securities convertible, exchangeable or exercisable for Celestial Shares, or (C) requiring Celestial to qualify securities of Celestial for distribution by prospectus under Securities Laws; or

iv) agreements of any kind which may obligate Celestial to issue or purchase any of its securities.

(h) Celestial is not insolvent within the meaning of Applicable Laws. Other than as required pursuant to this Agreement, no act or proceeding by or against Celestial has been taken or made in connection with the dissolution, liquidation, winding up, bankruptcy or reorganization of Celestial or for the appointment of a trustee, receiver, manager or other administrator of Celestial or any of its properties or assets and no such act or proceeding, to the knowledge of Celestial, has been threatened. Celestial has not sought protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation.

(i) Subject to applicable Securities Laws, compliance with the rules and policies of the Exchange, and receipt of all necessary approvals and submissions in connection with the Transactions contemplated by this Agreement, Celestial will have the corporate capacity and authority to issue Consolidated Celestial Shares, including pursuant to the Amalgamation, and upon issuance thereof such shares will be validly issued as fully paid and non-assessable shares in the capital of Celestial.

(j) The Celestial Financial Statements and the notes thereto, contain no material misrepresentations and have been prepared in accordance with IFRS, are true and correct and present fairly, in all material respects, the consolidated financial position of Celestial as at such dates and the results of its operations and changes in financial position for the period indicated in the said statements, and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses.

(k) The corporate records and minute books of Celestial are maintained substantially in accordance with all Applicable Laws and are complete and accurate in all material respects. The books and records and accounts of Celestial in all material respects (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of Celestial, and (iii) accurately and fairly reflect the basis for the Celestial Financial Statements.

(l) Celestial is a "reporting issuer" in good standing in the Provinces of British Columbia, Alberta, Nova Scotia, Ontario and Prince Edward Island. Celestial is in compliance with all continuous disclosure and other applicable securities laws. No securities commission or other authority of any government or self-regulatory organization, including the Exchange, has issued any order preventing the Transaction or the trading of any securities of Celestial.

D-2

(m) The issued and outstanding Celestial Shares are listed and posted for trading on the Exchange and no order ceasing or suspending trading in any securities of Celestial is currently outstanding and no proceedings for such purpose are pending or, to the knowledge of Celestial, threatened (although the Celestial Shares are currently halted in accordance with the policies of the Exchange following the announcement of the Transaction).

(n) The continuous disclosure documents filed by Celestial with Commissions are true and correct in all material respects and do not contain any misrepresentations as such term is defined under applicable securities legislation.

(o) There are no, actions, suits, judgments, or proceedings pending against or affecting Celestial, and Celestial is not aware of any existing ground on which any claim, action, suit, judgment, litigation or proceeding might be commenced with any reasonable likelihood of success.

(p) Other than the CPC Escrow Agreement, neither Celestial, nor to the knowledge of Celestial any shareholder of Celestial, is a party to any shareholders’ agreements, pooling agreements, voting trusts or other similar agreements with respect to the ownership or voting of any of the Celestial Shares. Celestial is not party to any agreement, nor is Celestial aware of any agreement, which in any manner affects the voting control of any securities of Celestial.

(q) Celestial has no assets other than cash or cash equivalents, has not commenced any commercial operations and has not and will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a potential “Qualifying Transaction” (as such term is defined in the policies of the Exchange).

(r) No order ceasing or suspending trading in any securities of Celestial or prohibiting the sale of securities of Celestial or the trading of any of Celestial’s issued securities has been issued and no proceedings for such purpose are pending or, to the knowledge of Celestial, threatened.

(s) Except as disclosed to NSN, no person or corporation is entitled to a finder’s fee or other form of compensation from Celestial with respect to the Transaction.

D-3

SCHEDULE E

AMALGAMATION AGREEMENT

THIS AGREEMENT is dated as of the [•] day of [•], 2026,

BY AND AMONG:

[•] ONTARIO INC., a company existing under the laws of the Province of Ontario ("Finco")

-and-

[•] ONTARIO INC., a company existing under the laws of the Province of Ontario ("Acquireco")

-and-

CELESTIAL ACQUISITION CORP., a company existing under the laws of the Province of Ontario ("Celestial")

WHEREAS Finco and Acquireco wish to amalgamate pursuant to the Act (defined herein) and to continue as one company to be known as "Modul8 (Finance) Inc." in accordance with the terms and conditions thereof;

AND WHEREAS Acquireco is a wholly-owned subsidiary of Celestial and has not carried on any active business;

AND WHEREAS Finco has not carried on any active business;

AND WHEREAS Celestial and Nokia Solutions and Networks Oy ("NSN") are party to the Business Combination Agreement which contemplates the Amalgamation (each as herein defined);

AND WHEREAS the parties have entered into this amalgamation agreement (this "Agreement") to provide for the matters referred to in the foregoing recitals and for other matters relating to the proposed Amalgamation;

NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the mutual covenants and agreements herein contained and other lawful and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Definitions. All capitalized terms used but not otherwise defined in this Agreement shall have the meaning specified in the Business Combination Agreement. In this Agreement (including the recitals to this Agreement):

(a) "Acquireco Shares" means the common shares in the authorized structure of Acquireco;

(b) "Act" means the Business Corporations Act (Ontario) as from time to time amended or re-enacted;

(d) "Amalco" means the company which will continue upon the amalgamation of the Amalgamating Parties pursuant to the Amalgamation;

(e) "Amalco Shares" means the common shares in the authorized structure of Amalco;

(f) "Amalgamating Parties" means, collectively, Finco and Acquireco;

(g) "Amalgamation" means the amalgamation of the Amalgamating Parties under the Act on the terms and conditions set forth in this Agreement;

(h) "Articles" means the articles of Amalco to be prepared by the parties in form and substance satisfactory thereto and signed by a director of Amalco;

(i) "Articles of Amalgamation" means the articles of amalgamation required by Section 178(1) of the Act to be filed with the Director and prepared by the parties in the form and substance satisfactory to the parties hereto, together with any changes to that application as permitted under this Agreement or as agreed to by the Amalgamating Parties;

(j) "Business Combination Agreement" means the business combination agreement dated April 15, 2026 between Celestial, NSN, Nokia of America Corporation and Modulate Space Corporation, as amended from time to time;

(k) "Celestial Shares" means the common shares in the capital of Celestial;

(l) "Certificate of Amalgamation" means the certificate of amalgamation to be issued by the Director;

(m) "Consolidated Celestial Shares" means the Celestial Shares, as constituted following the completion of the Consolidation;

(n) "Consolidation" means the consolidation of the Celestial Shares on the basis of one (1) post-consolidation Celestial Share for each [•] [(•)] pre-consolidation Celestial Shares, which consolidation shall be completed prior to the Effective Time;

(o) "Director" means the Director of Companies appointed under Section 278 of the Act;

(p) "Effective Time" means time and date on which the Amalgamation is completed, as evidenced by the issuance of the Certificate of Amalgamation giving effect to the Amalgamation;

(q) "Finco Shareholders" means the holders of Finco Shares prior to the filing of the Articles of Amalgamation;

(r) "Finco Shares" means common shares in the authorized structure of Finco;

(s) "NSN" means Nokia Solutions and Networks Oy;

(t) "Subscription Receipt Agreement" means the Subscription Receipt Agreement(s) to be entered into by and among Celestial, NSN, and Finco (as applicable), Scotia Capital Inc. and Odyssey Trust Company after giving effect to, and in respect of, the Subscription Receipt Financing;

(u) "Subscription Receipt Financing" means the underwritten private placement offering of Subscription Receipts of Finco for aggregate gross proceeds of a minimum of $40,000,000;

(v) "Subscription Receipts" means the subscription receipts of Finco issued in connection with the Subscription Receipt Financing, each of which will automatically convert into Finco Shares upon satisfaction of the escrow release conditions contained in the Subscription Receipt Agreement; and

(w) "Tax Act" means the Income Tax Act (Canada) and the regulations thereunder.

Amalgamation. Upon the conditions set out in this Agreement being satisfied or waived in accordance with the provisions of this Agreement and the Business Combination Agreement, including the adoption and approval by the shareholders of the Amalgamating Parties of this Agreement, the Amalgamating Parties hereby agree to:

(a) amalgamate and continue as one company under the provisions of the Act upon the terms and conditions hereinafter set out; and
(b) execute and file with the Director the Articles of Amalgamation.

Certain Phrases, etc. In this Agreement (i) the words "including", "includes" and "include" mean "including (or includes or include) without limitation", and (ii) the phrase "the aggregate of", "the total of", "the sum of", or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of". In the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding".
Effect of the Amalgamation. At the Effective Time, upon the issue of the Certificate of Amalgamation and subject to the Act:

(a) the amalgamation of the Amalgamating Parties and their continuation as one company, Amalco, under the terms and conditions prescribed in this Agreement shall be effective and irrevocable;
(b) each of Acquireco and Finco shall cease to exist as entities separate from Amalco;
(c) the property, rights and interests of each of the Amalgamating Parties shall continue to be the property, rights and interests of Amalco;
(d) Amalco shall become capable immediately of exercising the functions of an incorporated company;
(e) the shareholders of Amalco will have the powers and the liability provided in the Act;
(f) each shareholder of the Amalgamating Parties will be bound by this Agreement;
(g) Amalco will be a wholly-owned subsidiary of Celestial;
(h) Amalco shall continue to be liable for the liabilities and obligations of each of the Amalgamating Parties;
(i) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Parties shall be unaffected;
(j) any legal proceeding being prosecuted or pending by or against any of the Amalgamating Parties may be continued to be prosecuted, or its prosecution may be continued, as the case may be, by or against Amalco;
(k) any conviction against, or ruling, order or judgment in favour of or against, any of the Amalgamating Parties may be enforced by or against Amalco; and

(I) the Articles of Amalgamation will be deemed to be the articles of incorporation of Amalco, and the Certificate of Amalgamation will be deemed to be the certificate of incorporation of Amalco.

Name. The name of Amalco shall be “Modul8 (Finance) Inc.”, or such other name as is acceptable to the regulatory authorities and the Amalgamating Parties.
Registered Office. The mailing and delivery address of the registered office of Amalco shall be located at Suite 1800, 181 Bay Street, Toronto, ON M5J 2T9.
Records Office. The mailing and delivery address of the records office of Amalco shall be located at Suite 1800, 181 Bay Street, Toronto, ON M5J 2T9.
Authorized Share Structure. The authorized share structure of Amalco shall consist of an unlimited number of common shares without par value or any special rights or restrictions.
Restrictions on Business. There shall be no restrictions on the business which Amalco is authorized to carry on.
Fiscal Year End. The fiscal year end of Amalco shall be December 31 of each calendar year.
Number of Directors. The board of directors of Amalco shall consist of not less than one (1) and not more than ten (10) directors.
Filing of Articles. Articles of Amalgamation shall be in the form attached as Schedule “A”.
Directors. The director of Amalco shall be the person whose name and address is set out below, who shall hold office until the first annual meeting of shareholders of Amalco or until his successor is duly elected or appointed in accordance with the by-laws of Amalco and the Act:

Name	Prescribed Address (mailing and delivery)
John Dow	Suite 1800, 181 Bay Street
Toronto, ON M5J 2T9

The subsequent directors shall be elected each year thereafter in accordance with the by-laws of Amalco and the Act at either an annual meeting of the shareholders or a special meeting of the shareholders. The directors shall manage or supervise the management of the business and affairs of Amalco, subject to the provisions of the Act.

Executive Officers. The executive officers of Amalco shall be the person(s) whose name(s) and title(s) are set out below:

Name	Title
John Dow	President

Treatment of Issued Shares. The following will occur and will be deemed to occur in the order set out below at the Effective Time without any further authorization, act, or formality:

(a) each issued and outstanding Finco Share (including the Finco Shares issued upon conversion of the Subscription Receipts) shall be cancelled, and in consideration therefor, the former holder of such Finco Share shall receive one (1) fully paid and non-assessable

Consolidated Celestial Share (the "Replacement Shares") for each former Finco Share held;

(b) each Acquireco Share outstanding immediately prior to the Effective Time shall be cancelled and, in consideration therefor, Amalco shall issue one (1) Amalco Share to Celestial;

(c) the amounts added to the stated capital of the Replacement Shares shall be amounts equal to the paid-up capital (as that term is used for purposes of the Tax Act) of the Finco Shares immediately prior to the Effective Time;

(d) in consideration for Celestial's issuance of a Replacement Share referenced in Section 15(a), Amalco shall issue to Celestial one Amalco Share for each Replacement Share issued by Celestial under Section 15(a); and

(e) the amounts added to the stated capital of the Amalco Shares shall be amounts equal to the paid-up capital (as that term is used for purposes of the Tax Act) of the Acquireco Shares and Finco Shares immediately prior to the Effective Time.

No Fractional Shares or Securities upon Conversion. Notwithstanding Section 14 of this Agreement, no Finco Shareholder shall be entitled to, and Celestial will not issue, fractions of Celestial Shares and no cash amount will be payable by Celestial in lieu thereof. To the extent any Finco Shareholder is entitled to receive a fractional Celestial Share such fraction shall be rounded down to the closest whole number of the applicable security.
Share Certificates. As a result of the exchange of shares pursuant to Section 14 of this Agreement, at the Effective Time:

(a) the former registered holders of Finco Shares shall be deemed to be the registered holders of the respective Replacement Shares to which they are entitled pursuant to Section 15(a) thereof;

(b) Celestial shall be deemed to be the registered holder of the Amalco Shares to which it is entitled pursuant to Section 15(b) hereof and, upon surrender to Amalco of the certificates representing the Acquireco Shares which it previously held, Celestial shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled as set forth in Section 14 hereof; and

(c) share certificates evidencing Finco Shares shall cease to represent any claim upon or interest in Finco other than the right of the holder to receive, pursuant to the terms hereof and the Amalgamation, the applicable Replacement Shares in accordance with Section 14 thereof.

Lost Certificates. In the event any certificate which subsequent to the Effective Time represented one or more outstanding Finco Shares that were exchanged pursuant to Section 14 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Finco Share claiming such certificate to be lost, stolen or destroyed, Celestial will issue in exchange for such lost, stolen or destroyed certificate, one or more certificates representing the Replacement Shares, which such holder was entitled to receive pursuant to the Amalgamation. The holder to whom certificates representing Replacement Shares are to be issued shall, as a condition precedent to the issuance thereof, give a bond satisfactory to Celestial in such sum as Celestial may direct or otherwise indemnify Celestial in a manner satisfactory to Celestial against any claim that may be made against Celestial with respect to the certificate alleged to have been lost, stolen or destroyed.

Amalco Shares and Shareholders. Upon the Amalgamation becoming effective, the exchange of shares under Section 14 will result in [●] Amalco Shares being issued and outstanding as fully paid and non-assessable common shares in Amalco, all of which will be held by Celestial.
Filings with the Director. The Amalgamating Parties will, on or prior to the Effective Time, cause the Articles of Amalgamation and any other documents that may be required to give effect to the Amalgamation to be filed with the Director.
Covenants of Finco. Finco covenants and agrees with Acquireco and Celestial that it will:

(a) use best efforts to obtain the requisite approval of the holders of Finco Shares authorizing the Amalgamation, this Agreement and the transactions contemplated hereby in accordance with the Act;

(b) use reasonable efforts to cause each of the conditions precedent set forth in Sections 28 and 29 hereof to be complied with; and

(c) subject to the approval of the sole shareholder of Finco and the sole shareholder of Acquireco being obtained for the completion of the Amalgamation and subject to all applicable regulatory approvals being obtained, thereafter jointly file with Acquireco the Articles of Amalgamation with the Director and such other documents as may be required to give effect to the Amalgamation upon and subject to the terms and conditions of this Agreement.

Covenants of Celestial. Celestial covenants and agrees with Finco that it will:

(a) sign a resolution, as sole shareholder of Acquireco, in favour of the approval of the Amalgamation, this Agreement and the transactions contemplated hereby in accordance with the Act;

(b) use best efforts to cause each of the conditions precedent set forth in Sections 28 and 30 hereof to be complied with; and

(c) subject to the approval of the sole shareholder of Finco being obtained for the completion of the Amalgamation, and the obtaining of all applicable regulatory approvals and the issuance of the Certificate of Amalgamation, issue that number of Replacement Shares as required by Section 14 thereof.

Covenants of Acquireco. Acquireco covenants and agrees with Celestial and Finco that it will not, from the date of execution hereof to the Effective Time, except with the prior written consent of Celestial and Finco, conduct any business which would prevent Acquireco or Amalco from performing any of their respective obligations hereunder.
Further Covenants of Acquireco. Acquireco further covenants and agrees with Finco that it will:

(a) use its best efforts to cause each of the conditions precedent set forth in Section 30 hereof to be complied with; and

(b) subject to the approval of the sole shareholder of Finco and the sole shareholder of Acquireco being obtained for the completion of the Amalgamation and subject to all applicable regulatory approvals being obtained, thereafter jointly file with Finco the Articles of Amalgamation with the Director and such other documents as may be required to give effect to the Amalgamation upon and subject to the terms and conditions of this Agreement.

Representation and Warranties of Celestial. Celestial hereby represents and warrants to and in favour of Finco and Acquireco and acknowledges that Finco and Acquireco are relying upon such representation and warranties:

(a) Celestial is duly authorized to execute and deliver this Agreement and this Agreement is a valid and binding agreement, enforceable against Celestial in accordance with its terms.

Representation and Warranties of Finco. Finco hereby represents and warrants to and in favour of Celestial and Acquireco, and acknowledges that Celestial and Acquireco are relying upon such representation and warranties:

(a) the only outstanding securities of Finco are one (1) Finco Share and (ii) [•] ([•]) Subscription Receipts issued in connection with the Subscription Receipt Financing; and

(b) Finco is duly authorized to execute and deliver this Agreement and this Agreement is a valid and binding agreement, enforceable against Finco in accordance with its terms.

Representation and Warranties of Acquireco. Acquireco hereby represents and warrants to and in favour of Finco and Celestial, and acknowledges that Finco and Celestial are relying upon such representations and warranties:

(a) the only outstanding securities of Acquireco are one (1) Acquireco Share; and

(b) Acquireco is duly authorized to execute and deliver this Agreement and this Agreement is a valid and binding agreement, enforceable against Acquireco in accordance with its terms.

General Conditions Precedent. The respective obligations of the parties hereto to consummate the transactions contemplated hereby, and in particular the Amalgamation, are subject to the satisfaction, on or before the Effective Time, of the following conditions, any of which may be waived by the consent of each of the parties without prejudice to their rights to rely on any other or others of such conditions:

(a) this Agreement and the transactions contemplated hereby, including, in particular, the Amalgamation, shall be approved by the sole shareholder of Acquireco and by the sole shareholder of Finco in accordance with the Act;

(b) all the conditions required to complete the Amalgamation set out herein and in the Business Combination Agreement; and

(c) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement, including the Amalgamation.

Conditions to Obligations of Celestial and Acquireco. The obligations of Celestial and Acquireco to consummate the transactions contemplated hereby and in particular the obligation of Celestial to issue the Replacement Shares and the obligation of Acquireco to complete the Amalgamation, as the case may be, are subject to the satisfaction, on or before the Effective Time, of the conditions for the benefit of Celestial set forth in the Business Combination Agreement and of the following conditions:

(a) the acts of Finco to be performed on or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed by it and there shall have been no material adverse change in the financial condition or business of Finco, taken as a whole, from and after the date hereof; and

(b) Celestial and Acquireco shall have received a certificate from a senior officer of Finco confirming that the conditions set forth in Section 28(a) hereof have been satisfied.

The conditions described above are for the exclusive benefit of Celestial and Acquireco and may be asserted by Celestial and Acquireco regardless of the circumstances or may be waived by Celestial and Acquireco in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Celestial and Acquireco may have.

Conditions to Obligations of Finco. The obligations of Finco to consummate the transactions contemplated hereby and in particular the Amalgamation are subject to the satisfaction, on or before the Effective Time, of the conditions for the benefit of Celestial set forth in the Business Combination Agreement and of the following conditions:

(a) each of the acts of Celestial and Acquireco to be performed on or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed by them and there shall have been no material adverse change in the financial condition or business of Celestial or Acquireco, taken as a whole, from and after the date hereof; and

(b) Finco shall have received a certificate from a senior officer of Celestial and Acquireco confirming that the conditions set forth in Section 29(a) hereof have been satisfied.

The conditions described above are for the exclusive benefit of Finco and may be asserted by Finco regardless of the circumstances or may be waived by Finco in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Finco may have.

Amendment and Waiver. This Agreement may at any time and from time to time be amended by written agreement of the parties hereto without, subject to applicable law, further notice to or authorization on the part of their respective shareholders and any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of the parties hereto;

(b) waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

(c) waive compliance with or modify any of the covenants contained herein and waive or modify performance of any of the obligations of the parties hereto; or

(d) waive compliance with or modify any other conditions precedent contained herein;

provided that no such amendment shall change the provisions hereof regarding the consideration to be received by Finco Shareholders in exchange for their Finco Shares without approval by the Finco Shareholders given in the same manner as required for the approval of the Amalgamation.

Termination. This Agreement may, prior to the issuance of the Certificate of Amalgamation, be terminated by mutual agreement of the respective boards of directors of the parties hereto, without further action on the part of the shareholders of Finco or Acquireco. This Agreement shall also terminate without further notice or agreement if:

(a) the Amalgamation is not approved by the sole shareholder of Finco in accordance with the Act; or

(b) the Business Combination Agreement is terminated.

Binding Effect. This Agreement shall be binding upon and enure to the benefit of the parties hereto and their successors and permitted assigns.
Assignment. No party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of each of the other parties.
Further Assurances. The parties hereto agree to execute and deliver such further instruments and to do such further reasonable acts and things as may be necessary or appropriate to carry out the intent of this Agreement.
Notice. Any notice which a party may desire to give or serve upon another party shall be in writing and may be delivered, mailed by prepaid registered mail, return receipt requested or sent by telecopy transmission.
Time of Essence. Time shall be of the essence of this Agreement.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
Counterparts. This Agreement may be executed and delivered by the parties in one or more counterparts, each of which will be an original, and those counterparts will together constitute one and the same instrument.
Electronic Delivery. Delivery of this Agreement by facsimile, e-mail or other functionally equivalent electronic means of transmission constitutes valid and effective delivery.

[signature page follows]

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first above written.

CELESTIAL ACQUISITION CORP.

Per:
Name:
Title:
I have authority to bind the corporation.

[•] ONTARIO INC.

Per:
Name:
Title:
I have authority to bind the Corporation.

[•] ONTARIO INC.

Per:
Name:
Title:
I have authority to bind the corporation.

SCHEDULE "A"

ARTICLES OF AMALGAMATION

To be attached.

AI assistant

Celestial Acquisition Corp. — M&A Activity 2026

48436_rns_2026-04-20_8842a920-85af-4ba1-bcc9-6466dadff233.pdf

BUSINESS COMBINATION AGREEMENT

TABLE OF CONTENTS

BUSINESS COMBINATION AGREEMENT

BETWEEN:

ARTICLE 1 DEFINITIONS

ARTICLE 2

2.1 Principal Transaction Terms

2.2 General

2.3 Preparation of Documentation

2.4 Exclusivity

2.5 Access

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of NSN

3.2 Representations and Warranties of NOAC

3.3 Representations and Warranties of MSC US

ARTICLE 4

COVENANTS

4.2 Positive Covenants of NOAC

4.3 Positive Covenants of MSC US

4.4 Restrictive Covenants of NSN

4.5 Restrictive Covenants of NOAC

ARTICLE 5

CONDITIONS

5.1 Mutual Conditions.

ARTICLE 6

6.1 Amendment

6.2 Termination

6.3 Survival

6.4 Expenses and Termination Fee

7.3 Closing Deliveries

7.4 Allocation of Purchase Price

ARTICLE 8

CELESTIAL ACQUISITION CORP.

NOKIA SOLUTIONS AND NETWORKS OY

NOKIA OF AMERICA CORPORATION

MODULATE SPACE CORPORATION

SCHEDULE A

REPRESENTATIONS AND WARRANTIES OF NSN

SCHEDULE B

REPRESENTATIONS AND WARRANTIES RELATED OF NOAC

SCHEDULE C

REPRESENTATIONS AND WARRANTIES OF MSC US

SCHEDULE D

REPRESENTATIONS AND WARRANTIES OF CELESTIAL

SCHEDULE E

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Celestial Acquisition Corp. M&A Activity 2026