Accelerating the
Future

As adopted by the Board of Directors

Purpose

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Quantum Acquisition Corp (the “Company”) is to assist the Board in fulfilling its oversight responsibilities relating to (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the qualifications and independence of the Company’s external auditor (the “Independent Auditor”) and (iv) the performance of the Company’s internal auditing function (“Internal Audit”) and the Independent Auditor.

Composition of the Committee

The Committee shall be comprised of three or more directors appointed by the Board, each of whom (i) meets the independence requirements of the New York Stock Exchange LLC (the “NYSE”) and the Company’s corporate governance guidelines and (ii) otherwise satisfies the applicable requirements for audit committee service imposed by the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), and the NYSE. At least one member of the Committee shall be an “audit committee financial expert” in accordance with Item 407(d)(5)(ii) and (iii) of Regulation S-K. All other Committee members shall be financially literate, as required by the NYSE. Committee members shall not simultaneously serve on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to serve effectively on the Committee.

Any action duly taken by the Committee during a period in which one or more of the members subsequently is determined to have failed to meet the membership qualifications described herein shall nevertheless constitute duly authorized action of the Committee and shall be valid and effective for all purposes, except to the extent required by law or determined appropriate by the Committee to satisfy regulatory standards.

Committee members (i) shall be appointed by the Board, (ii) shall serve for such terms as the Board may determine, or until their earlier resignation, death or removal and (iii) may be removed by the Board in its discretion.

Meetings

The Committee shall meet with such frequency and at such intervals as it determines necessary to carry out its duties and responsibilities, which shall be at least quarterly at any time the Company remains subject to filing requirements under the Exchange Act. The Committee shall meet separately and periodically with management, Internal Audit (or other Company personnel responsible for the internal audit function) and the Independent Auditor. Minutes of Committee meetings and actions taken without a meeting shall be kept in accordance with the Company’s bylaws.

Delegation

The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate in its sole discretion.

Authority

While the Board has delegated to the Committee oversight duties and responsibilities pursuant to this Charter, the fundamental responsibility for the accuracy of the Company’s financial statements and disclosures, and the quality of the Company’s accounting and financial reporting processes, remains with management and the Independent Auditor. In addition, the Audit Committee recognizes that financial management (including the internal audit staff), the Independent Auditor and the Company’s Chief Compliance Officer have more knowledge and more detailed information about the Company than do the members of the Audit Committee. Consequently, in carrying out its oversight responsibilities, it is not the duty of the Audit Committee to plan or conduct audits or determine that the Company’s financial statements are complete and accurate or are in accordance with generally accepted accounting principles (“GAAP”). This is the responsibility of management and the Independent Auditor.

The Committee shall have the authority to retain such outside counsel, experts and other advisers as the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms. The Committee shall receive appropriate funding from the Company, as determined by the Committee, for any expense related to any external advisers and for the ordinary administrative expenses of the Committee. The Committee shall have full, unrestricted access to Company books, records and facilities.

Duties and Responsibilities

In furtherance of its purpose, the Committee shall:

Independent Audit, Financial Statements and Internal Controls

1. Be directly responsible for the appointment, compensation, retention, oversight of the work and termination of the Independent Auditor and any other independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. The Committee shall also be responsible for the resolution of disagreements between management and the Independent Auditor regarding accounting and financial reporting. The Independent Auditor and any other such firm shall report directly to the Committee.
2. Obtain and review, at least annually, a report by the Independent Auditor describing: (i) the Independent Auditor’s internal quality control procedures, (ii) any material issues raised by the most recent internal quality control review or peer review of the Independent Auditor, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the Independent Auditor, (iii) any steps taken to deal with any such issues, (iv) all relationships between the Independent Auditor and the Company or any of its subsidiaries including with respect to the matters set forth in PCAOB Rule 3526 and (v) any other information pertaining to the independence of the Independent Auditor.
3. Review and evaluate the lead audit partner of the Independent Auditor (taking into account the opinions of management and Internal Audit) and assure the regular rotation of the lead audit partner, the concurring partner and other audit partners engaged in the Annual Audit, to the extent required by law.
4. Discuss with Internal Audit and management their views as to the competence, performance and independence of the Independent Auditor.
5. Consider major changes and other major questions with respect to the appropriate auditing and accounting practices to be used in the preparation of the financial statements when presented by the Independent Auditor or management.
6. Discuss with the Independent Auditor and management (a) the Independent Auditor’s responsibilities under generally accepted auditing standards and the responsibilities of management in the audit process; (b) the overall audit strategy; (c) budget and staffing; (d) the scope and timing of the annual audit; and (e) any significant risks identified during the auditors’ risk assessment procedures.
7. Pre-approve all audit and permitted non-audit and tax services to be provided to the Company by the Independent Auditor, in accordance with a pre-approval policy adopted by the Committee.
8. Meet to review and discuss the annual audited financial statements and quarterly financial statements with management and the Independent Auditor, including the annual and quarterly report disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Committee shall make a recommendation to the Board as to whether the annual audited financial statements should be included in the Company’s Annual Report on Form 10-K.
9. Review and discuss earnings press releases as well as financial information and earnings guidance provided to analysts and ratings agencies.
10. Review reports to management prepared by the Independent Auditor or Internal Audit and any responses by management.
11. Obtain and review annually, prior to the completion of the Annual Audit, a report from the Independent Auditor describing (i) all critical accounting policies and practices to be reflected in the Annual Audit, (ii) all alternative treatments of financial information within GAAP for policies and procedures related to material items that have been discussed with management and the treatment preferred by the Independent Auditor and (iii) other material written communications between the Independent Auditor and management.
12. Review with management and the Independent Auditor the financial information contained in each of the Company’s Quarterly Reports on Form 10-Q prior to its filing and the results of the Independent Auditor’s review of the interim financial information.
13. Review and discuss quarterly with the Independent Auditor all critical accounting policies and practices, all alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the Independent Auditor.
14. Review the Company’s financial reporting processes and internal controls in consultation with the Independent Auditor and Internal Audit, including any significant changes in the Company’s selection or application of accounting principles, major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of identified deficiencies.
15. Discuss with the Independent Auditor the Independent Auditor’s judgment about the quality, not just the acceptability, of the accounting principles applied in the Company’s financial reporting.
16. Review with the Independent Auditor any audit problems or difficulties and management’s response thereto, including any restrictions on the scope of the Independent Auditor’s activities or access to requested information, and any significant disagreements with management.
17. Review with the Independent Auditor, Internal Audit and management the extent to which changes or improvements in financial or accounting practices and internal controls that were previously reviewed and/or approved by the Audit Committee have been implemented.
18. Keep the Independent Auditor informed of the Audit Committee’s understanding of the Company’s relationships and transactions with related parties that are significant to the Company; review and discuss with the Independent Auditor the Independent Auditor’s evaluation of the Company’s identification of, accounting for, and disclosure of its relationships and transactions with related parties.
19. Review and discuss with the Independent Auditor any critical audit matter (“CAM”) addressed in the audit of the Company’s financial statements and the relevant financial statement accounts and disclosures that relate to each CAM.
20. Review and discuss with the Independent Auditor the matters required to be discussed by the applicable requirements of the PCAOB and the SEC, including review of the external audit plan and revisions thereto, the Independent Auditor’s evaluation of the quality of the Company’s financial reporting, and information relating to significant unusual transactions and the business rationale for such transactions.
21. Approve hiring policies for employees or former employees of the Independent Auditor and oversee the hiring of any personnel from the Independent Auditor in accordance with applicable law.
22. Discuss with the Independent Auditor material issues on which the national office of the Independent Auditor was consulted by the audit team.
23. Terminate the Independent Auditor, if necessary.
24. Select, retain, compensate, oversee and terminate, if necessary, any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company.

Internal Audit

25. Review and assess the annual internal audit plan, the process used to develop the plan and the status of activities, significant findings, recommendations and management’s response. Provide oversight of Internal Audit, including by reviewing and discussing with management reports and other communications prepared by Internal Audit.
26. Oversee Internal Audit’s structure, objectivity, responsibilities, staffing, resources and budget as well as the qualifications of its personnel. Discuss with the Independent Auditor the Independent Auditor’s judgment about the competence, performance and cooperation of Internal Audit and management and Internal Audit’s responsibilities, budget and staffing. Recommend for Board approval (i) the appointment and, if appropriate, replacement of the head of Internal Audit or any third party service provider providing Internal Audit services and (ii) the Internal Audit budgets.
27. Periodically review, with the Vice President, Internal Audit, any significant difficulties or disagreements with management, or scope restrictions encountered in the course of the function’s work.

Other Authority and Responsibilities

28. Review and recommend to the Board any changes to the Company’s Code of Ethics and monitor compliance with such code, including review of conflicts of interest.
29. Maintain a channel of communication between the Board and each of the Company’s (a) Independent Auditor; (b) principal financial and accounting officers; (c) Vice President, Internal Audit; and (d) Chief Compliance Officer and provide sufficient opportunity for each to meet with the members of the Audit Committee to discuss any matter within the scope of each of their respective responsibilities.
30. Review and approve any transaction between the Company and any related person (as defined in Item 404 of Regulation S-K) in accordance with the Company’s related person transaction approval policy.
31. Discuss policies with respect to risk assessment and risk management, the Company’s major litigation and financial risk exposures and the steps management has taken to monitor and control such exposures.
32. Review at least annually with management the Company’s cybersecurity risk exposures and the steps management has taken to monitor and control such exposures. Perform such other tasks related to the oversight of the Company’s cybersecurity functions as the Board may delegate to the Committee.
33. Review the appointment or replacement of the Company’s Chief Financial Officer, Chief Compliance Officer and Controller (or principal accounting officer, if different), if any.
34. Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
35. Receive prompt verbal and/or written notifications from management regarding any complaints that have been received by the Company regarding accounting, internal accounting controls or auditing matters.
36. Review and grant, if deemed appropriate by the Committee, any requested waiver of the Code of Ethics for an officer or a director. Any such waivers must be granted in writing.
37. Conduct and review an annual performance evaluation of the Audit Committee.
38. Report the Audit Committee’s activities to the Board on a regular basis as necessary.

Committee Report, Evaluation and Charter

39. Prepare the report of the Committee required to be included in the Company’s annual report and proxy statement, including whether the Audit Committee has reviewed and discussed the audited financial statements with management, discussed with the Independent Auditor the matters required to be discussed by the applicable requirements of the PCAOB and the SEC, received and discussed the written disclosures and the letter from the Independent Auditor required by the applicable requirements of the PCAOB regarding the Independent Auditor’s independence and recommended to the Board that the Company’s audited financial statements be included in the Form 10-K.
40. Report regularly to the Board on the activities of the Committee.
41. Conduct an annual evaluation assessing the Committee’s performance with respect to its purpose, duties and responsibilities set forth in this Charter and report the results of such evaluation to the Nominating and Corporate Governance Committee and the Board.
42. Review the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval.
43. Perform such other duties and responsibilities as reasonably determined by the Committee to be consistent with its mandate or as further delegated to the Committee by the Board. This includes the authority to conduct or authorize investigations into any matter, including, but not limited to, complaints relating to accounting, internal accounting controls or auditing matters within the scope of duties and responsibilities delegated to the Committee, as it deems appropriate.

As adopted by the Board of Directors

Purpose

The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Quantum Acquisition Corp (the “Company”) is to (i) discharge the Board’s responsibilities relating to compensation of the Company’s executive officers and directors and (ii) review and recommend to the Board compensation plans, policies and programs, as well as approve individual executive officer compensation, intended to attract, retain and appropriately reward employees in order to motivate their performance in the achievement of the Company’s business objectives and align their interests with the long-term interests of the Company’s stockholders. The Committee shall also prepare the compensation committee report on executive compensation required to be included in the Company’s annual report or proxy statement relating to the election of directors.

Composition of the Committee

The Committee shall be comprised of three or more directors, each of whom meets the independence requirements of the New York Stock Exchange (the “NYSE”) and the company’s corporate governance guidelines.

Any action duly taken by the Committee during a period in which one or more of the members subsequently is determined to have failed to meet the membership qualifications described herein shall nevertheless constitute duly authorized action of the Committee and shall be valid and effective for all purposes, except to the extent required by law or determined appropriate by the Committee to satisfy regulatory standards.

Committee members (i) shall be appointed by the Board (ii) shall serve for such terms as the Board may determine, or until their earlier resignation, death or removal and (iii) may be removed by the Board in its discretion.

Meetings

The Committee shall meet with such frequency and at such intervals as it determines necessary to carry out its duties and responsibilities. The Board shall designate one member of the Committee to serve as its Chairman. The Chairman will preside, when present, at all meetings of the Committee. The Committee will meet at such times as determined by its chairperson or as requested by any two of its members. Notice of all Committee meetings shall be given, and waiver thereof determined, in accordance with the notice and waiver of notice requirements applicable to the Board. The Committee may meet by telephone, video conference or similar means of remote communication.

Each member of the Committee shall have one vote. One-third of the Committee members, but not less than two, shall constitute a quorum. The Committee or sub-committee shall be authorized to take any permitted action only by the affirmative vote of a majority of the Committee members at any meeting at which a quorum is present or by the unanimous written consent of all of the Committee members. The Committee may invite advisers and such members of management to its meetings as it deems appropriate. The Chief Executive Officer (the “CEO”) shall not be present during deliberations or voting on his or her compensation.

The Committee shall maintain copies of minutes of each meeting of the Committee, and each written consent to action taken without a meeting, reflecting the actions so authorized or taken by the Committee. A copy of the minutes of each meeting and all consents shall be placed in the Company’s minute book. The Chairman of the Committee shall report on any Committee or sub-committee meetings held at the next regularly scheduled Board meeting following such meeting.

Delegation

The Committee may form and delegate authority to subcommittees consisting of one or more Committee members when it deems appropriate.

Authority

The Committee shall have the authority, in its sole discretion, to retain or obtain the advice of a compensation consultant, legal counsel or other adviser (a “Committee Adviser”) as it deems appropriate to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall be directly responsible for appointing, compensating and overseeing the work of any Committee Adviser retained by the Committee and shall receive appropriate funding from the Company, as determined by the Committee, for payment of reasonable compensation to such Committee Adviser as well as for any costs or expenses related to the ordinary administrative expenses of the Committee that are necessary or appropriate for carrying out its duties. To the extent required by NYSE rules, the Committee shall assess the independence of any Committee Adviser taking into account the factors specified by applicable NYSE rules. The Committee shall also have authority to obtain advice and assistance from any officer or employee of the Company and shall have full, unrestricted access to Company books, records and facilities.

Duties and Responsibilities

In furtherance of its purpose, the Committee shall:

1. Review and approve annually corporate goals and objectives relevant to CEO compensation, evaluate at least annually the CEO’s performance in light of those goals and objectives established by the Committee, determine and approve the CEO’s compensation, including salary, bonus, fees, benefits, incentive awards and perquisites, based on this evaluation.
2. Review and approve, or make recommendations to the Board for approval, with respect to the compensation of the Company’s executive officers other than the CEO, including salaries, bonuses, fees, benefits, incentive awards and perquisites.
3. Review and approve corporate goals and objectives, after consultation with the Board and management, for the other executive officers, for the defined performance period.
4. Review and determine whether established goals and objectives of any performance-based compensation for the other executive officers have been met for the completed performance period.
5. Report to the Board on the performance of the other executive officers in light of the established corporate goals and objectives for the performance period.
6. Assess the ongoing competitiveness of the total executive compensation packages of the CEO and other executive officers from time to time, at the Committee’s discretion.
7. Review and evaluate the Company’s employee and management compensation and benefit plans and policies.
8. Review and make recommendations to the Board regarding the adoption or material modification of the Company’s compensation plans, including with respect to incentive compensation plans and equity-based plans, policies and programs provided that any other modifications to existing compensation plans and any equity-based inducement plans shall be approved by the Committee.
9. Review and approve budgets and guidelines for performance-based compensation.
10. Approve grants and/or awards of restricted stock, stock options and other forms of equity-based compensation under the Company’s stock option, incentive compensation and equity-based plans.
11. Review and approve, for the CEO and other executive officers of the Company, when and if appropriate, employment agreements, severance agreements, consulting agreements and change in control or termination agreements.
12. Evaluate and recommend to the full Board appropriate compensation for the Company’s non-employee directors, including compensation and expense reimbursement policies for attendance at Board and committee meetings.
13. Review existing cash-based plans applicable to executive officers and equity-based compensation plans.
14. Review and recommend to the Board for approval all new cash-based compensation plans applicable to executive officers and equity-based compensation plans and all material modifications to such existing compensation plans, provided that any other modifications to existing compensation plans and any equity-based inducement plans shall be approved by the Committee.
15. Review and discuss the Company’s Compensation Discussion and Analysis (“CD&A”) and the related executive compensation information and recommend to the Board that the CD&A and related executive compensation information be included in the Company’s proxy statement and annual report on Form 10-K as required by the rules and regulations of the Securities and Exchange Commission (“SEC”).
16. Review and discuss with management the compensation discussion and analysis required to be included in the Company’s annual report or proxy statement. Based on such review and discussion, the Committee shall make a recommendation to the Board as to whether such compensation discussion and analysis shall be included in such annual report or proxy statement and shall prepare the compensation committee report required to be included in such annual report or proxy statement.
17. Consider at least annually whether risks arising from the Company’s compensation plans, policies and programs for its employees are reasonably likely to have a material adverse effect on the Company, including whether the Company’s incentive compensation plans encourage excessive or inappropriate risk taking.
18. Review the results of any advisory stockholder votes on executive compensation and consider whether to recommend adjustments to the Company’s executive compensation policies and practices in light of such votes.
19. Review and recommend to the Board for approval proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Company’s proxy statement, from time to time as required by the SEC. Review the results of the most recent Say on Pay Vote and consider whether to recommend adjustments to the executive compensation policies as a result.
20. Develop and implement policies with respect to the recovery or “clawback” of any excess incentive-based compensation paid to any of the Company’s officers based on erroneous data.
21. Determine stock ownership guidelines for the Company’s CEO and other executive officers and monitor compliance with such guidelines.
22. Review periodically CEO succession and report its findings and recommendations to the Board, and work with the Board in evaluating potential successors to executive officer positions.
23. Review non-employee director compensation for service on the Board and Board committees, including Non-Executive Chairman Compensation and committee chairmen compensation, and recommend any changes to the Board.
24. Report regularly to the Board on the activities of the Committee.
25. Conduct an annual performance evaluation of the Committee and its members, including a review of adherence to this Charter.
26. Review the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval.

As adopted by the Board of Directors

Purpose

The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Quantum Acquisition Corp (the “Company”) is to (i) identify, evaluate and recommend individuals qualified to become members of the Board, consistent with criteria approved by the Board, (ii) recommend that the Board select the director nominees to stand for election at each annual meeting of stockholders of the Company or to fill vacancies on the Board, (iii) develop and recommend to the Board a set of corporate governance guidelines applicable to the Company and (iv) oversee the annual performance evaluation of the Board and its committees and management. The Committee shall also recommend directors to serve on all committees of the Board.

Composition of the Committee

The Committee shall be comprised of three or more directors, each of whom meets the independence requirements of the New York Stock Exchange LLC (the “NYSE”) and the company’s corporate governance guidelines.

Any action duly taken by the Committee during a period in which one or more of the members subsequently is determined to have failed to meet the membership qualifications described herein shall nevertheless constitute duly authorized action of the Committee and shall be valid and effective for all purposes, except to the extent required by law or determined appropriate by the Committee to satisfy regulatory standards.

Committee members (i) shall be appointed by the Board on the recommendation of the Committee, (ii) shall serve for such terms as the Board may determine, or until their earlier resignation, death or removal and (iii) may be removed by the Board in its discretion.

Meetings

The Committee shall meet with such frequency and at such intervals as it determines necessary, but at least three times annually, to carry out its duties and responsibilities. The Board shall designate one member of the Committee to serve as its chairperson. The chairperson will preside, when present, at all meetings of the Committee. The Committee will meet at such times as determined by its chairperson or as requested by any two of its members. Notice of all Committee meetings shall be given, and waiver thereof determined, in accordance with the notice and waiver of notice requirements applicable to the Board. The Committee may meet by telephone, video conference or similar means of remote communication.

Each member of the Committee shall have one vote. A majority of the Committee members shall constitute a quorum. The Committee shall be authorized to take any permitted action only by the affirmative vote of a majority of the Committee members at any meeting at which a quorum is present or by the unanimous written consent of all of the Committee members.

The Committee shall maintain copies of minutes of each meeting of the Committee, and each written consent to action taken without a meeting, reflecting the actions so authorized or taken by the Committee. A copy of the minutes of each meeting and all consents shall be placed in the Company’s minute book.

Delegation

The Committee may form and delegate authority to subcommittees consisting of one or more Committee members when it deems appropriate.

Authority

The Committee shall have the sole authority to retain and terminate search firms and other consultants to assist in the identification and evaluation of director candidates, including the sole authority to approve the search firms’ or consultants’ fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from any officer or employee of the Company or, at the Company’s expense and at funding levels determined by the Committee, any outside legal counsel, expert or other adviser to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall receive appropriate funding from the Company, as determined by the Committee, for any expense related to any external advisers in addition to any costs or expenses related to the ordinary administrative expenses of the Committee that are necessary or appropriate for carrying out its duties. The Committee shall have full, unrestricted access to Company books, records and facilities.

Duties and Responsibilities

In furtherance of its purpose, the Committee shall:

1. Review periodically the size of the Board and make recommendations to the Board regarding any appropriate changes.
2. Review on a regular basis and at least annually the Company’s policies and practices relating to corporate governance, including, without limitation, the Corporate Governance Guidelines and the Director Nomination Policy and Procedures, if any, in effect from time to time, and, when necessary or appropriate, recommend any proposed changes to the Board for approval.
3. Identify, recruit, interview and evaluate individuals qualified to serve on the Board in accordance with the criteria approved by the Board, if any, in effect from time to time.
4. Recommend to the Board for approval, review the effectiveness of, recommend modifications as appropriate to and review Company disclosures concerning the Company’s policies and procedures for identifying and screening Board nominee candidates and the process and criteria used to evaluate Board membership, Board committee membership and director independence.
5. Identify, recruit, screen and interview individuals that the Committee believes are qualified to become Board members, consistent with criteria approved by the Board, and recommend that the Board select the director nominees to stand for election at each annual meeting of stockholders of the Company in which directors will be elected.
6. Consider potential director candidates recommended by the Company’s management and stockholders in the same manner as nominees identified by the Committee.
7. Assess annually the composition of the Board in light of the Company’s operating requirements and other considerations the Committee deems appropriate, as approved by the Board, and recommend any appropriate changes to the Board.
8. Review director independence and the financial literacy and expertise of Audit Committee members and nominees who may be asked to serve on the Audit Committee, and make recommendations to the Board relating to such matters.
9. Oversee the search for and evaluation of potential successors to the Chief Executive Officer (both planned and emergency).
10. In the event there is a vacancy on the Board, identify individuals that the Committee believes are qualified to become Board members and recommend such individual(s) for appointment to the Board.
11. Review periodically the committee structure of the Board and recommend to the Board any changes to committee structure, the appointment of directors to Board committees and the assignment of committee chairs.
12. Review the Board’s leadership structure and review and approve Company disclosures relating to Board leadership.
13. Recommend to the Board the action to be taken with respect to any offer of resignation from (i) a director who did not receive a majority of votes cast at his or her election or (ii) a director who has experienced a significant change in his or her principal business, professional position, employment or responsibility.
14. Monitor any changes in the outside commitments of directors and consider whether such changes may impact their ability to effectively serve on the Board, including service on outside for-profit boards or committees thereof.
15. Monitor compliance with the Corporate Governance Guidelines.
16. Make recommendations in connection with directors’ and officers’ indemnification and insurance matters.
17. Establish procedures to exercise oversight of, and oversee the performance evaluation process of, the Board and management.
18. Provide oversight of an annual self-evaluation process to determine whether the Board and its committees and individual directors are functioning effectively and report the results of the self-evaluation process to the Board.
19. Develop and oversee an orientation program for new directors and a continuing education program for all directors.
20. Oversee the Company’s environmental, sustainability and governance efforts, progress, policies, strategies and disclosures.
21. Review periodically the Company’s strategies and policies related to human capital management, including with respect to matters such as diversity and inclusion, employee engagement and talent development.
22. Review emerging corporate governance issues and practices.
23. Develop procedures for shareholders and other interested parties to communicate with the Board and advise the Board on appropriate engagement with shareholders.
24. Oversee the Company’s policies and practices regarding political expenditures, including an annual review of the Company’s political contributions policy and corporate political contributions, lobbying activities and trade association dues and payments.
25. Report regularly to the Board on the activities of the Committee.
26. Conduct an annual performance evaluation of the Committee and its members, including a review of adherence to this Charter.
27. Review the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval.

The Board of Directors (the “Board”) of Quantum Acquisition Corp, a Cayman Islands exempted company (the “Company”), has adopted this code of ethics (this “Code”), as may be amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are hired in the future) to:

• promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
• promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), as well as in other public communications made by or on behalf of the Company;
• promote compliance with applicable governmental laws, rules and regulations;
• deter wrongdoing; and
• require prompt internal reporting of breaches of, and accountability for adherence to, this Code.

Each person owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty and subordination of principle are inconsistent with integrity. Service to the Company should never be subordinated to personal gain and advantage.

Each person must:

• act with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information where required or when in the Company’s interests;
• observe all applicable governmental laws, rules and regulations;
• comply with the requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain a high standard of accuracy and completeness in the Company’s financial records and other business-related information and data;
• adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical business practices;
• deal fairly with the Company’s customers, suppliers, competitors and employees;
• refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice;
• protect the assets of the Company and ensure their proper use;
• not take for themselves corporate or business opportunities that are discovered through the use of corporate property, information or position, use corporate property, information or position for personal gain, or compete with the Company; and
• avoid conflicts of interest, wherever possible, except as may be allowed under guidelines or resolutions approved by the Board (or the appropriate committee of the Board) or as disclosed in the Company’s public filings with the SEC.

Examples of conflict of interest situations include, but are not limited to:

• any significant ownership interest in any supplier or customer;
• any consulting or employment relationship with any supplier or customer;
• the receipt of any money, non-nominal gifts or excessive entertainment from any entity with which the Company has current or prospective business dealings;
• selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell;
• any other financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the Company; and
• any other circumstance, event, relationship or situation in which the personal interest of a person subject to this Code interferes — or even appears to interfere — with the interests of the Company as a whole.

Disclosure Standards

The Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with the SEC and other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each person must:

• not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent registered public accountants, governmental regulators, self-regulating organizations and other governmental officials, as appropriate; and
• in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness.

In addition to the foregoing, the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Company and each subsidiary of the Company (or persons performing similar functions), and each other person that typically is involved in the financial reporting of the Company must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.

Reporting & Compliance

Each person must promptly bring to the attention of the Chairman of the Board any information he or she may have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure controls that could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

It is the Company’s obligation and policy to comply with all applicable governmental laws, rules and regulations. All directors, officers and employees of the Company are expected to understand, respect and comply with all of the laws, regulations, policies and procedures that apply to them in their positions with the Company.

The Board is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any person who becomes aware of any existing or potential breach of this Code is required to notify the Chairman of the Board promptly. Failure to do so is, in and of itself, a breach of this Code.

Specifically, each person must:

• Notify the Chairman of the Board promptly of any existing or potential violation of this Code.
• Not retaliate against any other person for reports of potential violations that are made in good faith.

The Company will follow the following procedures in investigating and enforcing this Code:

• The Board will take all appropriate action to investigate any breaches reported to it.
• Upon determination by the Board that a breach has occurred, the Board (by majority decision) will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Company’s internal or external legal counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.

No person following the above procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion, suspension, threat, harassment or in any manner, discrimination against such person in terms and conditions of employment.

Waivers & Amendments

Any waiver or an implicit waiver from a provision of this Code for the principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions or any amendment to this Code is required to be disclosed in a Current Report on Form 8-K filed with the SEC. A “waiver” means the approval by the Board of a material departure from a provision of the Code. An “implicit waiver” means the Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of the Company. It is not the Company’s intention to grant or to permit waivers from the requirements of this Code. The Company expects full compliance with this Code.

Insider Trading

The Company’s directors, officers or employees who have access to material, non-public information are not permitted to use that information for securities trading purposes or for any purpose unrelated to the Company’s business. It is also against the law to trade or to “tip” others who might make an investment decision based on inside company information. The consequences of insider trading violations can be severe. These rules also apply to the use of material, nonpublic information about other companies. In addition to directors, officers or employees, these rules apply to such person’s spouse, children, parents and siblings, as well as any other family members living in such person’s home.

Records & Financial Integrity

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must both conform to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.

No director or officer, or any other person acting under the direction thereof, shall directly or indirectly take any action to coerce, manipulate, mislead or fraudulently influence any public or certified public accountant engaged in the performance of an audit or review of the financial statements of the Company or take any action that such person knows or should know that if successful could result in rendering the Company’s financial statements materially misleading.

Types of conduct that could constitute improper influence include, but are not limited to:

• Offering or paying bribes or other financial incentives, including future employment or contracts for non-audit services;
• Providing an auditor with an inaccurate or misleading legal analysis;
• Threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the Company’s accounting;
• Seeking to have a partner removed from the audit engagement because the partner objects to the Company’s accounting;
• Blackmailing; and
• Making physical threats.

Anti-Corruption

The Company complies with the anti-corruption laws of the countries in which it does business, including the U.S. Foreign Corrupt Practices Act (“FCPA”). Directors, officers and employees will not directly or indirectly give anything of value to government officials, including employees of state-owned enterprises or foreign political candidates. These requirements apply both to Company employees and agents, such as third party sales representatives, no matter where they are doing business.

Provisions for CEO and Senior Financial Officers

The CEO and all senior financial officers, including the CFO and principal accounting officer, are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest, and compliance with law. In addition to the Code, the CEO and senior financial officers are subject to the following additional specific policies:

1. Act with honesty and integrity, avoiding actual or apparent conflicts between personal, private interests and the interests of the Company, including receiving improper personal benefits as a result of his or her position.
2. Disclose to the CEO and the Board any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest.
3. Perform responsibilities with a view to causing periodic reports and documents filed with or submitted to the SEC and all other public communications made by the Company to contain information that is accurate, complete, fair, objective, relevant, timely and understandable, including full review of all annual and quarterly reports.
4. Comply with laws applicable to the Company, including but not limited to rules and regulations of U.S. federal, state and other local governments and with the rules and regulations of private and public regulatory agencies having jurisdiction over the Company.
5. Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting or omitting material facts or allowing independent judgment to be compromised or subordinated.
6. Respect the confidentiality of information acquired in the course of performance of his or her responsibilities except when authorized or otherwise legally obligated to disclose any such information.
7. Share knowledge and maintain skills important and relevant to the needs of the Company, its shareholders and other constituencies and the general public.
8. Proactively promote ethical behavior among subordinates and peers in his or her work environment and community.
9. Use and control all corporate assets and resources employed by or entrusted to him or her in a responsible manner.
10. Not use corporate information, corporate assets, corporate opportunities or his or her position with the Company for personal gain; not compete directly or indirectly with the Company.
11. Comply in all respects with this Code.
12. Advance the Company’s legitimate interests when the opportunity arises.

The Board will investigate any reported violations and will oversee an appropriate response, including corrective action and preventative measures. Any officer who violates this Code will face appropriate, case-specific disciplinary action, which may include demotion or discharge.

Introduction

The Board of Directors (the “Board”) of Quantum Acquisition Corp (the “Company”) has adopted this Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compensation in certain circumstances in the event of a restatement of financial results by the Company. This Policy shall be interpreted to comply with the requirements of U.S. Securities and Exchange Commission (“SEC”) rules and the New York Stock Exchange LLC (“NYSE”) listing standards implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and, to the extent this Policy is in any manner deemed inconsistent with such rules, this Policy shall be treated as retroactively amended to be compliant with such rules.

Administration

This Policy shall be administered by the Compensation Committee (the “Compensation Committee”). Any determinations made by the Compensation Committee shall be final and binding on all affected individuals. The Compensation Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy, in all cases consistent with the Dodd-Frank Act. The Board or Compensation Committee may amend this Policy from time to time in its discretion.

Covered Executives

This Policy applies to any current or former “executive officer,” within the meaning of Rule 10D-1 under the Securities Exchange Act of 1934, as amended, of the Company or a subsidiary of the Company (each such individual, an “Executive”). This Policy shall be binding and enforceable against all Executives and their beneficiaries, executors, administrators, and other legal representatives.

Recoupment Upon Financial Restatement

If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Financial Restatement”), the Compensation Committee shall cause the Company to recoup from each Executive, as promptly as reasonably possible, any erroneously awarded Incentive-Based Compensation, as defined below.

No-Fault Recovery

Recoupment under this Policy shall be required regardless of whether the Executive or any other person was at fault or responsible for accounting errors that contributed to the need for the Financial Restatement or engaged in any misconduct.

Compensation Subject to Recovery; Enforcement

This Policy applies to all compensation granted, earned or vested based wholly or in part upon the attainment of any financial reporting measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measures, whether or not presented within the Company’s financial statements or included in a filing with the SEC, including stock price and total shareholder return (“TSR”), including but not limited to performance-based cash, stock, options or other equity-based awards paid or granted to the Executive (“Incentive-Based Compensation”). Compensation that is granted, vests or is earned based solely upon the occurrence of non-financial events, such as base salary, restricted stock or options with time-based vesting, or a bonus awarded solely at the discretion of the Board or Compensation Committee and not based on the attainment of any financial measure, is not subject to this Policy.

In the event of a Financial Restatement, the amount to be recovered will be the excess of (i) the Incentive-Based Compensation received by the Executive during the Recovery Period based on the erroneous data and calculated without regard to any taxes paid or withheld, over (ii) the Incentive-Based Compensation that would have been received by the Executive had it been calculated based on the restated financial information, as determined by the Compensation Committee. For purposes of this Policy, “Recovery Period” means the three completed fiscal years immediately preceding the date on which the Company is required to prepare the Financial Restatement.

The Company may use any legal or equitable remedies that are available to the Company to recoup any erroneously awarded Incentive-Based Compensation. Executives shall be solely responsible for any tax consequences to them that result from the recoupment or recovery of any amount pursuant to this Policy, and the Company shall have no obligation to administer the Policy in a manner that avoids or minimizes any such tax consequences.

No Indemnification

The Company shall not indemnify any Executive or pay or reimburse the premium for any insurance policy to cover any losses incurred by such Executive under this Policy or any claims relating to the Company’s enforcement of rights under this Policy.

Exceptions

The compensation recouped under this Policy shall not include Incentive-Based Compensation received by an Executive (i) prior to beginning service as an Executive or (ii) if he or she did not serve as an Executive at any time during the performance period applicable to the Incentive-Based Compensation in question. The Compensation Committee (or a majority of independent directors serving on the Board) may determine not to seek recovery from an Executive in whole or part to the extent it determines in its sole discretion that such recovery would be impracticable because (A) the direct expense paid to a third party to assist in enforcing recovery would exceed the recoverable amount, (B) recovery would violate the home country law that was adopted prior to November 28, 2022, or (C) recovery would likely cause the Company’s 401(k) plan or any other tax-qualified retirement plan to fail to meet applicable requirements of the Internal Revenue Code.

Other Remedies Not Precluded

The exercise by the Compensation Committee of any rights pursuant to this Policy shall be without prejudice to any other rights or remedies that the Company, the Board or the Compensation Committee may have with respect to any Executive subject to this Policy, whether arising under applicable law (including pursuant to Section 304 of the Sarbanes-Oxley Act of 2002), regulation or pursuant to the terms of any other policy of the Company, employment agreement, equity award, cash incentive award or other agreement applicable to an Executive. Notwithstanding the foregoing, there shall be no duplication of recovery of the same Incentive-Based Compensation under this Policy and any other such rights or remedies.

Acknowledgment & Effective Date

To the extent required by the Compensation Committee, each Executive shall be required to sign and return to the Company the acknowledgement form pursuant to which such Executive will agree to be bound by the terms of, and comply with, this Policy. For the avoidance of doubt, each Executive shall be fully bound by, and must comply with, the Policy, whether or not such Executive has executed and returned such acknowledgment form to the Company.

This Policy has been adopted by the Board and shall apply to any Incentive-Based Compensation that is received by an Executive on or after the consummation of the Company’s initial public offering.

The following is the Insider Trading Policy (this “Policy”) of Quantum Leap Acquisition Corp, a Cayman Islands exempted company, and its subsidiaries (collectively, the “Company”). This Policy covers all Company personnel, which includes (1) employees, (2) members of the Board of Directors (the “Board”), and (3) consultants or independent contractors whose business relationship with the Company provides access to Material Nonpublic information regarding the Company (collectively, “Representatives”). This Policy also applies to any family member who lives in the same household of a person covered by this Policy, and also applies to trusts, investment funds or other entities in which such persons have a beneficial interest or over which such persons have the power to dispose or direct the disposition of securities held by the entity.

Individuals found to have violated insider trading laws face civil penalties of up to three times the profit gained or loss avoided by reason of their violation. A criminal fine of up to $5 million and a term of up to 20 years in jail may be imposed in the event of a willful violation. The Company and its officers and members of the Board could also face significant penalties for failing to take steps to prevent violations by Company personnel.

I. General Prohibition on Insider Trading

All employees, members of the Board and Representatives of the Company are prohibited from buying or selling any Security of any entity while in possession of Material Nonpublic information about the entity that has been obtained by reason of the person’s employment by, or association with, the Company, regardless of whether the trading window is open or closed (“Insider Trading”).

In addition, all employees, members of the Board and Representatives of the Company are prohibited from disclosing Material Nonpublic information about an entity that has been obtained by reason of the person’s employment by, or association with, the Company to other persons, including colleagues within the Company, friends and family. This prohibition also includes making recommendations or expressing opinions as to trading in any entity on the basis of such Material Nonpublic information. However, Material Nonpublic information may be disclosed to certain persons for the express purpose of performing an authorized act or service necessary to the Company in accordance with the Company’s policies.

II. Trading Procedures

1. All employees, members of the Board and Representatives are prohibited from providing Material Nonpublic information to or assisting so-called “expert networks,” Market Professionals or other similar entities to obtain Material Nonpublic information regarding the Company and/or the Company’s customers, suppliers, strategic partners or others.
2. Blackout Period: No employee, member of the Board or Representative may engage in a transaction (purchase or sale) in Company securities from the 20th day of the second calendar month of each fiscal quarter through the close of business on the first full trading day after the Company’s financial results for such quarter are subject to Public Disclosure.
3. Pre-Clearance: If you are a Section 16 Officer, a member of the Board or a Key Employee, you must inform and receive approval from the Chief Legal Officer (or if not available, the Chief Executive Officer or Chief Financial Officer) two business days before the trade date whenever you intend to execute a trade in Company securities, including entering into, modifying or terminating a Qualified Selling Plan and the placing of limit orders.
4. Speculative Transactions Prohibited: No employee, member of the Board or Representative may engage in Company securities transactions of a speculative nature at any time, including, but not limited to, put options, margining Company securities, or otherwise pledging Company securities as collateral or entering into any other hedging transactions. Short-selling Company common stock and engaging in transactions involving Company-based Derivative Securities is also prohibited.
5. Each of the Chief Financial Officer, Chief Legal Officer and Chief Executive Officer of the Company have the authority to impose additional restrictions on trading in Company securities at any time.
6. If you have placed a limit order or open instruction to buy or sell Company securities, you bear the responsibility for cancelling such instructions immediately in the event restrictions are imposed on your ability to trade.
7. Transactions that would otherwise be prohibited by this Policy are allowed if they are made pursuant to a Qualified Selling Plan. Any Qualified Selling Plan must be delivered promptly to the Chief Financial Officer and the Chief Legal Officer of the Company.

III. Non-Market Transactions

“Non-Market Transactions” are allowed even while in the possession of Material Nonpublic information:

• Exercise of a stock option (without subsequent or contemporaneous sale) under a Company stock incentive plan, including a transaction in which the Company withholds shares of stock to satisfy tax withholding requirements;
• Acquisition of shares under a Company employee stock purchase plan without a subsequent sale of the shares;
• Vesting of restricted stock, or the exercise of a tax withholding right pursuant to which an election is made to have the Company withhold shares of stock to satisfy tax withholding requirements;
• Bona fide gifts of securities (subject to circumstances review).

IV. Key Reminders

• This Policy applies to you regardless of how you become aware of Material Nonpublic information of the Company.
• With respect to Material Nonpublic information concerning another entity with which the Company is doing business, this Policy applies to you if you became aware of the information by reason of your affiliation with the Company.
• If you are aware of Material Nonpublic information about the Company, the prohibition against trading applies even if the trading window is otherwise open.
• If you have any questions as to whether any information you have is Material or Nonpublic, you should contact the Chief Legal Officer of the Company for clarification.
• There are no exceptions to this Policy. You must refrain from a transaction even if you planned or committed to the transaction before you came into possession of the Material Nonpublic information.
• There are no dollar limits on the size of a transaction that will trigger insider trading liability or a violation of this Policy.
• This Policy also applies to former employees and former members of the Board of the Company.

V. Penalties

Failure to comply with this Policy could result in a serious violation of federal, state and foreign securities laws by you and/or the Company, and can subject you to civil and criminal penalties. In addition to any criminal or civil penalties prescribed by law, violation of this Policy constitutes grounds for dismissal, personnel action up to and including termination of employment or, with respect to Representatives, termination of any relationship with the Company.

VI. Definitions

• Derivative Securities — Options, warrants, restricted stock units, stock appreciation rights or similar rights whose value is derived from the value of an equity security, such as Company common stock.
• Insider — A person who is in possession of Material Nonpublic information concerning the Company or another entity by reason of his or her affiliation with the Company. This includes employees, members of the Board and Representatives. Any family member who lives in the same household as an Insider is also considered an Insider.
• Material — Information that a reasonable investor would consider important in deciding whether to buy, hold or sell securities.
• Nonpublic information — Information that has not been subjected to Public Disclosure by the Company.
• Public Disclosure — A communication or series of communications calculated to reach the general public, such as a press release widely disseminated over a national wire service, a Form 8-K or other filing with the SEC, or a public webcast or conference call presentation.
• Qualified Selling Plan — A written plan adopted by an employee or member of the Board for selling Company securities that meets specific requirements under Rule 10b5-1(c) of the Code of Federal Regulations, including adoption during an open trading window when not in possession of Material Nonpublic information, with a minimum three-month cooling-off period before selling commences.
• Security — Includes common stock, options, warrants, restricted stock, restricted stock units, stock appreciation rights, debentures and all other securities of an entity.
• Section 16 Officer — An officer of the Company who is required to file reports under Section 16 of the Securities Exchange Act of 1934, as amended.

As adopted by the Board of Directors

This Corporate Governance Policy (the “Policy”) sets forth the governance principles and practices adopted by the Board of Directors (the “Board”) of Quantum Leap Acquisition Corp (the “Company”) to ensure effective oversight, accountability, and alignment with the long-term interests of its shareholders.

The full text of the Corporate Governance Policy is available for download below.