Common use of Parent Stockholder Approval Clause in Contracts

Parent Stockholder Approval. Parent shall (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to Parent Stockholders in compliance with applicable Law, (ii) solely with respect to the Parent Transaction Proposals, duly give notice of and convene and hold a meeting of its stockholders in accordance with Parent’s Governing Documents and Nasdaq Listing Rule 5620(b) (the “Parent Stockholders’ Meeting”), for a date no later than 30 Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of Parent Common Stock to vote in favor of each of the Parent Transaction Proposals, and (b) provide its stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through its Board, recommend to the Parent Stockholders the Parent Transaction Proposals, and include such recommendation in the Proxy Statement, and the Board of Parent shall not withdraw, amend, qualify or modify its recommendation to the Parent Stockholders that they vote in favor of the Parent Transaction Proposals. Xxxxxx agrees to establish a record date for, duly call, give notice of, convene and hold the Parent Stockholders’ Meeting and submit for approval the Parent Transaction Proposals, in each case in accordance with this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Parent shall be entitled to postpone or adjourn the Parent Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Parent Stockholders prior to the Parent Stockholders’ Meeting; provided, however, that the Parent Stockholders’ Meeting (A) may not be adjourned to a date that is more than 15 days after the date for which the Parent Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (B) shall not be held later than three (3) Business Days prior to the Outside Date. Parent agrees that it shall provide the holders of shares of Parent Class A Common Stock the opportunity to elect redemption of such shares of Parent Class A Common Stock in connection with the Parent Stockholders’ Meeting, as required by Parent’s Governing Documents.

Parent Stockholder Approval. Parent shall (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to Parent Stockholders in compliance with applicable Law, (ii) solely with respect to the Parent Transaction Proposalsfollowing clause (1), duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “Parent Stockholders’ Meeting”) in accordance with Parent’s Governing Documents and the Nasdaq Listing Rule 5620(b) (the “Parent Stockholders’ Meeting”), rules and regulations for a date no later than 30 thirty (30) Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of Parent Common Stock to vote in favor of each of the Parent Transaction Proposals, and (b) provide its stockholders shareholders with the opportunity to elect to effect a an Parent Stockholder Redemption. Parent shall, through its BoardBoard of Directors, recommend to its shareholders the (A) approval of the change of Parent’s name to “Rover Group, Inc.”, (B) amendment and restatement of Parent’s Governing Documents, in substantially the form attached as Exhibits A and B to this Agreement (as may be subsequently amended by mutual written agreement of the Company and Parent at any time before the effectiveness of the Registration Statement) in connection with the Merger, including any separate or unbundled proposals as are required to implement the foregoing, (C) the adoption and approval of this Agreement in accordance with applicable Law and Nasdaq rules and regulations, (D) approval of the issuance of shares of Parent Common Stock in connection with the Merger in accordance with applicable Law and Nasdaq rules and regulations, (E) approval of the adoption by Parent of the equity plans described in Section 6.11, (F) the election of directors effective as of the Closing as contemplated by Section 6.12, (G) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (H) adoption and approval of any other proposals as reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby and (I) adjournment of the Parent Stockholders Stockholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the Parent foregoing (such proposals in (A) through (I), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement, and the . The Board of Directors of Parent shall not withdraw, amend, qualify or modify its recommendation to the shareholders of Parent Stockholders that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Parent Transaction Proposalsdescribed in the Recitals hereto, a “Modification in Recommendation”). Xxxxxx To the fullest extent permitted by applicable Law, (x) Parent agrees to establish a record date for, duly call, give notice of, convene and hold the Parent Stockholders’ Meeting and submit for approval the Parent Transaction Proposals, in each case in accordance with this Agreement. Notwithstanding anything (y) Parent agrees to use its reasonable best efforts to obtain the contrary contained in this AgreementParent Stockholder Approval at the Parent Stockholder Meeting and (z) Parent agrees that if the Parent Stockholder Approval shall not have been obtained at any such Parent Stockholders’ Meeting, then Parent shall be entitled promptly continue to postpone or take all such necessary actions, including the actions required by this Section 6.7(b), and hold additional Parent Stockholders’ Meetings in order to obtain the Parent Stockholder Approval. Parent may only adjourn the Parent Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Parent Stockholders prior to the Parent Stockholders’ Meeting; provided, however, that the Parent Stockholders’ Meeting (Ax) may not be adjourned to a date that is more than 15 fifteen (15) days after the date for which the Parent Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (By) shall not be held later than three (3) Business Days prior to the Outside Agreement End Date. Parent agrees that it shall provide the holders of shares of Parent Class A Common Stock the opportunity to elect redemption of such shares of Parent Class A Common Stock in connection with the Parent Stockholders’ Meeting, as required by Parent’s Governing Documents.

Parent Stockholder Approval. Parent shall (a) as As promptly as reasonably practicable after following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Parent shall (ia) cause the Proxy Statement to be disseminated to Parent Stockholders in compliance with applicable Law, (ii) solely with respect to the Parent Transaction Proposals, duly give notice of and (b) use reasonable best efforts to duly convene and hold a meeting of its stockholders in accordance with Parent’s Governing Documents and Nasdaq Listing Rule 5620(b) (the “Parent Stockholders’ Stockholders Meeting”)) in accordance with the Governing Documents of Parent, for a date no later than 30 Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders purposes of Parent Common Stock to vote in favor of each of obtaining the Parent Transaction ProposalsStockholder Approval and, if applicable, any approvals related thereto and (b) provide providing its stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its Boardboard of directors, recommend to its stockholders (the “Parent Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Merger) (the “Business Combination Proposal”); (ii) the adoption and approval of the issuance of the Parent Shares in connection with the transactions contemplated by this Agreement as required by Nasdaq listing requirements (the “Nasdaq Proposal”); (iii) the adoption and approval to amend and restate the Parent New Certificate of Incorporation attached hereto as Exhibit D (the “Governing Document Proposal”); (iv) the adoption and approval of the Parent Incentive Equity Plan and the Parent ESPP (the “Equity Incentive Plan Proposal”); (v) election of directors effective as of the Closing as contemplated by Section 5.17(a) and Section 5.17(b); (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Transaction Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the Parent foregoing (such proposals in (i) through (viii) together, the “Transaction Proposals”); provided, and include such recommendation in the Proxy Statement, and the Board of that Parent shall not withdraw, amend, qualify or modify its recommendation to may adjourn the Parent Stockholders that they vote in favor of the Parent Transaction Proposals. Xxxxxx agrees to establish a record date for, duly call, give notice of, convene and hold the Parent Stockholders’ Meeting and submit for approval the Parent Transaction Proposals, in each case in accordance with this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Parent shall be entitled to postpone or adjourn the Parent Stockholders’ Meeting (iA) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (iiB) for the absence of a quorum and quorum, or (iiiC) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure disclosures that Parent has determined in good faith after consultation with determined, based on the advice of outside legal counsel counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Pre-Closing Parent Stockholders Holders prior to the Parent Stockholders’ Stockholders Meeting; providedprovided that, howeverwithout the consent of the Company, that in no event shall Parent adjourn the Parent Stockholders’ Stockholders Meeting for more than fifteen (A15) may not be Business Days later than the most recently adjourned meeting or to a date that is more than 15 days after beyond the date for which Termination Date. The Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Parent covenants that none of the Parent Stockholders’ Meeting was originally scheduled (excluding Board or Parent nor any adjournments required committee of the Parent Board shall withdraw or modify, or propose publicly or by applicable Law) and (B) shall not be held later than three (3) Business Days prior formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner adverse to the Outside Date. Parent agrees that it shall provide the holders of shares of Parent Class A Common Stock the opportunity to elect redemption of such shares of Parent Class A Common Stock in connection with Company, the Parent Stockholders’ Meeting, as required Board Recommendation or any other recommendation by Parent’s Governing Documentsthe Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy Statement.

Parent Stockholder Approval. Parent shall (a) Promptly after the date hereof, Parent shall take all action necessary in accordance with the DGCL and Parent's organizational documents to call, give notice of and hold a meeting of the Parent Stockholders (the "Parent Stockholders' Meeting") to consider, without limitation, (i) the adoption of this Agreement and the approval of the Merger, (ii) the approval of the Investment, (ii) the approval of an amendment and restatement of Parent's Certificate of Incorporation in the form set forth on Exhibit H hereto (such amendment and restatement, the "Parent Charter Amendment"), and (iii) the election of the individuals listed in Section 5.1(f) as directors of Parent (all of the foregoing proposals, the "Parent Proposals"). The Parent Stockholders' Meeting shall be held on a date selected by Parent in consultation with the Company as promptly as practicable after the Registration Proxy Statement is declared effective under cleared by the Securities Actstaff of the SEC, (i) cause but in any event, absent any legal restraint or as otherwise agreed by the Company, within 45 days following the mailing of the Proxy Statement to be disseminated the Parent Stockholders. Parent shall use its reasonable best efforts to solicit the approval of the foregoing Parent Proposals and to take all other action necessary or advisable to secure the vote or consent of the Parent Stockholders required by the rules of the SEC, the Nasdaq Stock Market or Delaware law, as applicable. Except to the extent required by Law or with the Company's prior written consent, Parent shall not (i) change the date specified in compliance with applicable Law, the Proxy Statement for the Parent Stockholders' Meeting or (ii) solely with respect postpone or delay the Parent Stockholders' Meeting, except (x) to the extent necessary to ensure that any amendment or supplement to the Proxy Statement required by applicable Law is provided to the Parent Transaction Proposals, duly give notice Stockholders of and convene and hold a meeting the Company sufficiently in advance of its stockholders in accordance with Parent’s Governing Documents and Nasdaq Listing Rule 5620(b) (the “Parent Stockholders’ Meeting”), for a date no later than 30 Business Days following the date the Registration Statement is declared effective, and ' Meeting or (iiiy) solicit proxies from the holders if there are an insufficient number of shares of Parent Common Stock to vote represented in favor of each of the Parent Transaction Proposals, and (b) provide its stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through its Board, recommend to the Parent Stockholders the Parent Transaction Proposals, and include such recommendation in the Proxy Statement, and the Board of Parent shall not withdraw, amend, qualify person or modify its recommendation to the Parent Stockholders that they vote in favor of the Parent Transaction Proposals. Xxxxxx agrees to establish a record date for, duly call, give notice of, convene and hold by proxy at the Parent Stockholders’ ' Meeting and submit for approval to constitute a quorum or to approve the Parent Transaction Proposals, in each which case in accordance with this Agreement. Notwithstanding anything to Parent may, and, at the contrary contained in this AgreementCompany's request, Parent shall be entitled to postpone or shall, adjourn the Parent Stockholders’ ' Meeting (i) and use its reasonable best efforts to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (ii) for the absence of obtain a quorum and the requisite vote to approve the Parent Proposals as promptly as practicable. The Parent Proposals shall be the only matters (iiiother than adjournment as contemplated by the preceding sentence) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure will propose to be disseminated and reviewed acted on by the Parent Stockholders prior to at the Parent Stockholders’ ' Meeting; provided, however, that the Parent Stockholders’ Meeting (A) may not be adjourned to a date that is more than 15 days after the date for which the Parent Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (B) shall not be held later than three (3) Business Days prior to the Outside Date. Parent agrees that it shall provide the holders of shares of Parent Class A Common Stock the opportunity to elect redemption of such shares of Parent Class A Common Stock in connection with the Parent Stockholders’ Meeting, as required by Parent’s Governing Documents.

Parent Stockholder Approval. Parent shall (a) As promptly as reasonably practicable after the execution of this Agreement, and in any event no later than the later to occur of sixty (60) days following the Closing Date, Parent shall prepare the Proxy Statement in preliminary form and file it with the SEC. The Board of Directors of Parent shall recommend to Parent’s stockholders that the holders of the Common Stock vote in favor of the Parent Stockholder Approval and shall include such recommendation in the Proxy Statement and shall not rescind, modify or withdraw such recommendation except as required to comply with fiduciary duties. Prior to the Closing, the Company shall provide to Parent all information reasonably available to it concerning the Company and its Affiliates as may be reasonably requested by Parent in connection with the Proxy Statement and shall use its commercially reasonable efforts to otherwise assist and cooperate with Parent in the preparation of the Proxy Statement and the resolution of any comments thereto received from the SEC if and to the extent reasonably requested by Parent. Each of Parent, the Stockholder Representative and the Company shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. Parent shall notify the Stockholder Representative promptly upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement and shall supply the Stockholder Representative with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable after to any comments received from the Registration SEC concerning the Proxy Statement is declared effective under and to resolve such comments with the Securities ActSEC, (i) and shall use its reasonable best efforts to cause the Proxy Statement to be disseminated to Parent Stockholders in compliance with applicable Lawits stockholders as promptly as reasonably practicable after the resolution of any such comments. Prior to the filing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the stockholders of Parent, (ii) solely or responding to any comments from the SEC with respect to the Parent Transaction Proposals, duly give notice of and convene and hold a meeting of its stockholders in accordance with Parent’s Governing Documents and Nasdaq Listing Rule 5620(b) (the “Parent Stockholders’ Meeting”), for a date no later than 30 Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of Parent Common Stock to vote in favor of each of the Parent Transaction Proposals, and (b) provide its stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through its Board, recommend to the Parent Stockholders the Parent Transaction Proposals, and include such recommendation in the Proxy Statement, and the Board of Parent shall not withdraw, amend, qualify or modify its recommendation to the Parent Stockholders that they vote in favor of the Parent Transaction Proposals. Xxxxxx agrees to establish a record date for, duly call, give notice of, convene and hold the Parent Stockholders’ Meeting and submit for approval the Parent Transaction Proposals, in each case in accordance with this Agreement. Notwithstanding anything to the contrary contained in this Agreementthereto, Parent shall be entitled provide the Stockholder Representative with a reasonable opportunity to postpone review and to propose comments on such document or adjourn the response, which Parent Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined shall consider in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Parent Stockholders prior to the Parent Stockholders’ Meeting; provided, however, that the Parent Stockholders’ Meeting (A) may not be adjourned to a date that is more than 15 days after the date for which the Parent Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (B) shall not be held later than three (3) Business Days prior to the Outside Date. Parent agrees that it shall provide the holders of shares of Parent Class A Common Stock the opportunity to elect redemption of such shares of Parent Class A Common Stock in connection with the Parent Stockholders’ Meeting, as required by Parent’s Governing Documentsfaith.

Parent Stockholder Approval. Parent shall (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to Parent Stockholders Parent’s stockholders in compliance with applicable LawApplicable Legal Requirement, (ii) solely with respect to the Parent Transaction Proposals, duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “Special Meeting”) in accordance with Parent’s Governing Documents and Nasdaq Listing Rule 5620(b) (the “Parent Stockholders’ Meeting”)Organizational Documents, for a date no later which meeting shall be held not more than 30 20 Business Days following after the date on which Parent mails the Registration Proxy Statement is declared effectiveto its stockholders, and (iii) solicit proxies from the holders of Parent Common Class A Stock to vote in favor of each of the Parent Transaction ProposalsStockholder Matters, and (b) provide its Parent’s stockholders with the opportunity to elect to effect a redeem shares of Parent Class A Stock (the “Parent Stockholder Redemption”). Parent shall, through its Boardboard of directors, recommend to its stockholders the (A) approval of the amendment and restatement of Parent’s Organizational Documents, in the form of the Parent Stockholders A&R Charter attached hereto as Exhibit B (as may be subsequently amended by mutual written agreement of the Company and Parent Transaction Proposalsat any time before the effectiveness of the Registration Statement), including any separate or unbundled advisory proposals to implement the foregoing, (B) the adoption of this Agreement and approval of the Transactions in accordance with applicable Law and exchange rules and regulations, (C) approval of, for purposes of complying with the applicable rules of the NYSE, the issuance of shares of Parent Class A Stock in connection with the Merger, including the shares to be issued to the PIPE Investors as contemplated by the Subscription Agreements (D) approval of the adoption of a management equity incentive plan (“LTIP”), (E) adoption and approval of an employee stock purchase plan, in form and substance reasonably acceptable to Parent and the Company, (the “ESPP”), (F) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement/Registration Statement or correspondence related thereto, (G) adoption and approval of any other proposals as reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the Transactions, and (H) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (E), together, the “Parent Stockholder Matters”), and include such recommendation in the Proxy Statement, and the Board . The board of directors of Parent shall not (and no committee or subgroup thereof shall) withdraw, amend, qualify or modify its recommendation to the stockholders of Parent Stockholders that they vote in favor of the Parent Transaction ProposalsStockholder Matters (together with any withdrawal, amendment, qualification or modification of its recommendation to the stockholders of Parent described in the Recitals hereto, a “Change in Recommendation”); provided, that the board of directors of Parent may make a Change in Recommendation if it determines in good faith, after consultation with its outside legal counsel, that a failure to make a Change in Recommendation would reasonably be expected to constitute a breach by the board of directors of its fiduciary obligations to Parent’s stockholders under Applicable Legal Requirements. Xxxxxx To the fullest extent permitted by applicable Law, (x) Parent’s obligations to establish a record date for, duly call, give notice of, convene and hold the Special Meeting shall not be affected by any Change in Recommendation, (y) Parent agrees to establish a record date for, duly call, give notice of, convene and hold the Parent Stockholders’ Special Meeting and submit for approval the Parent Transaction ProposalsStockholder Matters and (z) Parent agrees that if the Parent Stockholder Approval shall not have been obtained at any such Special Meeting, in each case in accordance with this Agreement. Notwithstanding anything to the contrary contained in this Agreement, then Parent shall be entitled promptly continue to postpone or adjourn take all such necessary actions, including the Parent Stockholders’ Meeting (i) actions required by this Section 7.01(b), and hold additional Special Meetings in order to solicit additional proxies for the purpose of obtaining obtain the Parent Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Parent Stockholders prior to the Parent Stockholders’ Meeting; provided, however, that the Parent Stockholders’ Meeting (A) may not be adjourned to a date that is more than 15 days after the date for which the Parent Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (B) shall not be held later than three (3) Business Days prior to the Outside Date. Parent agrees that it shall provide the holders of shares of Parent Class A Common Stock the opportunity to elect redemption of such shares of Parent Class A Common Stock in connection with the Parent Stockholders’ Special Meeting, as required by Parent’s Governing the Parent Organizational Documents.

Parent Stockholder Approval. Parent shall (a) as As promptly as reasonably practicable after following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Parent shall (ia) cause the Proxy Statement to be disseminated to Parent Stockholders in compliance with applicable Law, (ii) solely with respect to the Parent Transaction Proposals, duly give notice of and (b) use commercially reasonable efforts to duly convene and hold a meeting of its stockholders in accordance with Parent’s Governing Documents and Nasdaq Listing Rule 5620(b) the Parent Stockholders (the “Parent Stockholders’ Stockholders Meeting”)) in accordance with the Governing Documents of Parent, for a date no later than 30 Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders purposes of Parent Common Stock to vote in favor of each of obtaining the Parent Transaction ProposalsStockholder Approval and, if applicable, any approvals related thereto and (b) provide providing its stockholders Parent Stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its Boardboard of directors, recommend to the Parent Stockholders (the “Parent Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Mergers) (the “Business Combination Proposal”); (ii) the approval of the issuance of the Parent Transaction ProposalsCommon Stock in connection with the transactions contemplated by this Agreement as required by Nasdaq listing requirements (the “Nasdaq Proposal”); (iii) the adoption and approval of the amendments to the Governing Documents of Parent contemplated by the Parent Certificate of Incorporation, and include such recommendation in the Proxy StatementParent Certificate of Designations, and the Board Parent Bylaws (the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent shall not withdraw, amend, qualify Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC or modify Nasdaq (or the respective staff members thereof) indicates is necessary in its recommendation comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and the Company Parties as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders that they vote in favor Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the Parent foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals. Xxxxxx agrees to establish a record date for”); provided, duly call, give notice of, convene and hold the that Parent Stockholders’ Meeting and submit for approval the Parent Transaction Proposals, in each case in accordance with this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Parent shall be entitled to postpone or may adjourn the Parent Stockholders’ Stockholders Meeting (iA) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (iiB) for the absence of a quorum and quorum, (iiiC) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure disclosures that Parent has determined in good faith after consultation with determined, based on the advice of outside legal counsel counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Parent Stockholders prior to the Parent Stockholders’ Stockholders Meeting; providedor (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided that, howeverwithout the consent of the Company Parties, that in no event shall Parent adjourn the Parent Stockholders’ Stockholders Meeting for more than fifteen (A15) may not be Business Days later than the most recently adjourned meeting or to a date that is more than 15 days after beyond the date for which Termination Date. The Parent recommendation contemplated by the Parent Stockholders’ Meeting was originally scheduled (excluding any adjournments preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law) and (B) , Parent covenants that none of the Parent Board or Parent nor any committee of the Parent Board shall not be held later than three (3) Business Days prior withdraw or modify, or propose publicly or by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Outside Date. Parent agrees that it shall provide the holders of shares of Parent Class A Common Stock the opportunity to elect redemption of such shares of Parent Class A Common Stock in connection with Company Parties, the Parent Stockholders’ Meeting, as required Board Recommendation or any other recommendation by Parent’s Governing Documentsthe Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy Statement.

Parent Stockholder Approval. Parent shall (a) as As promptly as reasonably practicable after following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Parent shall (ia) cause the Proxy Statement to be disseminated to Parent Stockholders in compliance with applicable Law, (ii) solely with respect to the Parent Transaction Proposals, duly give notice of and (b) use commercially reasonable efforts to duly convene and hold a meeting of its stockholders in accordance with Parent’s Governing Documents and Nasdaq Listing Rule 5620(b) the Parent Stockholders (the “Parent Stockholders’ Stockholders Meeting”)) in accordance with the Governing Documents of Parent, for a date no later than 30 Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders purposes of Parent Common Stock to vote in favor of each of obtaining the Parent Transaction ProposalsStockholder Approval and, if applicable, any approvals related thereto and (b) provide providing its stockholders Parent Stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its Boardboard of directors, recommend to the Parent Stockholders (the “Parent Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Mergers) (the “Business Combination Proposal”); (ii) the approval of the issuance of the Parent Transaction Proposals, Common Stock in connection with the transactions contemplated by this Agreement as required by Nasdaq listing requirements (the “Nasdaq Proposal”); (iii) the adoption and include such recommendation in approval of the Proxy Statement, amendments to the Governing Documents of Parent contemplated by the Parent Certificate of Incorporation and the Board Parent Bylaws (the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent shall not withdraw, amend, qualify Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC or modify Nasdaq (or the respective staff members thereof) indicates is necessary in its recommendation comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and the Company Parties as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders that they vote in favor Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the Parent foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals. Xxxxxx agrees to establish a record date for”); provided, duly call, give notice of, convene and hold the that Parent Stockholders’ Meeting and submit for approval the Parent Transaction Proposals, in each case in accordance with this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Parent shall be entitled to postpone or may adjourn the Parent Stockholders’ Stockholders Meeting (iA) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (iiB) for the absence of a quorum and quorum, (iiiC) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure disclosures that Parent has determined in good faith after consultation with determined, based on the advice of outside legal counsel counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Parent Stockholders prior to the Parent Stockholders’ Stockholders Meeting; providedor (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided that, howeverwithout the consent of the Company Parties, that in no event shall Parent adjourn the Parent Stockholders’ Stockholders Meeting for more than fifteen (A15) may not be Business Days later than the most recently adjourned meeting or to a date that is more than 15 days after beyond the date for which Termination Date. The Parent recommendation contemplated by the Parent Stockholders’ Meeting was originally scheduled (excluding any adjournments preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law) and (B) , Parent covenants that none of the Parent Board or Parent nor any committee of the Parent Board shall not be held later than three (3) Business Days prior withdraw or modify, or propose publicly or by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Outside Date. Parent agrees that it shall provide the holders of shares of Parent Class A Common Stock the opportunity to elect redemption of such shares of Parent Class A Common Stock in connection with Company Parties, the Parent Stockholders’ Meeting, as required Board Recommendation or any other recommendation by Parent’s Governing Documents.the Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy Statement. 77

Parent Stockholder Approval. Parent shall (a) as As promptly as reasonably practicable after following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Parent shall (ia) cause the Proxy Statement to be disseminated to Parent Stockholders in compliance with applicable Law, (ii) solely with respect to the Parent Transaction Proposals, duly give notice of and (b) use commercially reasonable efforts to duly convene and hold a meeting of its stockholders in accordance with Parent’s Governing Documents and Nasdaq Listing Rule 5620(b) the Parent Stockholders (the “Parent Stockholders’ Stockholders Meeting”)) in accordance with the Governing Documents of Parent, for a date no later than 30 Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders purposes of Parent Common Stock to vote in favor of each of obtaining the Parent Transaction ProposalsStockholder Approval and, if applicable, any approvals related thereto and (b) provide providing its stockholders Parent Stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its Boardboard of directors, recommend to the Parent Stockholders (the “Parent Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Mergers) (the “Business Combination Proposal”); (ii) the approval of the issuance of the Parent Transaction ProposalsCommon Stock in connection with the transactions contemplated by this Agreement as required by Nasdaq listing requirements (the “Nasdaq Proposal”); (iii) the adoption and approval of the amendments to the Governing Documents of Parent contemplated by the Parent Certificate of Incorporation, and include such recommendation in the Proxy StatementParent Certificate of Designations, and the Board Parent Bylaws (the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent shall not withdraw, amend, qualify Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC or modify Nasdaq (or the respective staff members thereof) indicates is necessary in its recommendation comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and the Company Parties as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders that they vote in favor Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the Parent foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals. Xxxxxx agrees to establish a record date for”); provided, duly call, give notice of, convene and hold the that Parent Stockholders’ Meeting and submit for approval the Parent Transaction Proposals, in each case in accordance with this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Parent shall be entitled to postpone or may adjourn the Parent Stockholders’ Stockholders Meeting (iA) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (iiB) for the absence of a quorum and quorum, (iiiC) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure disclosures that Parent has determined in good faith after consultation with determined, based on the advice of outside legal counsel counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Parent Stockholders prior to the Parent Stockholders’ Stockholders Meeting; providedor (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided that, howeverwithout the consent of the Company Parties, that in no event shall Parent adjourn the Parent Stockholders’ Stockholders Meeting for more than fifteen (A15) may not be Business Days later than the most recently adjourned meeting or to a date that is more than 15 days after beyond the date for which Termination Date. The Parent recommendation contemplated by the Parent Stockholders’ Meeting was originally scheduled (excluding any adjournments preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law) and (B) , Parent covenants that none of the Parent Board or Parent nor any committee of the Parent Board shall not be held later than three (3) Business Days prior withdraw or modify, or propose publicly or by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Outside Date. Parent agrees that it shall provide the holders of shares of Parent Class A Common Stock the opportunity to elect redemption of such shares of Parent Class A Common Stock in connection with Company Parties, the Parent Stockholders’ Meeting, as required Board Recommendation or any other recommendation by Parent’s Governing Documents.the Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy Statement. 77

Parent Stockholder Approval. Parent shall (a) as As promptly as reasonably practicable after following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Parent shall (ia) cause the Proxy Statement to be disseminated to Parent Stockholders in compliance with applicable Law, (ii) solely with respect to the Parent Transaction Proposals, duly give notice of and (b) use commercially reasonable efforts to duly convene and hold a meeting of its stockholders in accordance with Parent’s Governing Documents and Nasdaq Listing Rule 5620(b) the Parent Stockholders (the “Parent Stockholders’ Stockholders Meeting”)) in accordance with the Governing Documents of Parent, for a date no later than 30 Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders purposes of Parent Common Stock to vote in favor of each of obtaining the Parent Transaction ProposalsStockholder Approval and, if applicable, any approvals related thereto and (b) provide providing its stockholders Parent Stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its Boardboard of directors, recommend to the Parent Stockholders (the “Parent Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Mergers) (the “Business Combination Proposal”); (ii) the approval of the issuance of the Parent Transaction Proposals, Common Stock in connection with the transactions contemplated by this Agreement as required by Nasdaq listing requirements (the “Nasdaq Proposal”); (iii) the adoption and include such recommendation in approval of the Proxy Statement, amendments to the Governing Documents of Parent contemplated by the Parent Certificate of Incorporation and the Board Parent Bylaws (the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent shall not withdraw, amend, qualify Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC or modify Nasdaq (or the respective staff members thereof) indicates is necessary in its recommendation comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and the Company Parties as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders that they vote in favor Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the Parent foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals. Xxxxxx agrees to establish a record date for”); provided, duly call, give notice of, convene and hold the that Parent Stockholders’ Meeting and submit for approval the Parent Transaction Proposals, in each case in accordance with this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Parent shall be entitled to postpone or may adjourn the Parent Stockholders’ Stockholders Meeting (iA) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (iiB) for the absence of a quorum and quorum, (iiiC) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure disclosures that Parent has determined in good faith after consultation with determined, based on the advice of outside legal counsel counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Parent Stockholders prior to the Parent Stockholders’ Stockholders Meeting; providedor (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided that, howeverwithout the consent of the Company Parties, that in no event shall Parent adjourn the Parent Stockholders’ Stockholders Meeting for more than fifteen (A15) may not be Business Days later than the most recently adjourned meeting or to a date that is more than 15 days after beyond the date for which Termination Date. The Parent recommendation contemplated by the Parent Stockholders’ Meeting was originally scheduled (excluding any adjournments preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law) and (B) , Parent covenants that none of the Parent Board or Parent nor any committee of the Parent Board shall not be held later than three (3) Business Days prior withdraw or modify, or propose publicly or by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Outside Date. Parent agrees that it shall provide the holders of shares of Parent Class A Common Stock the opportunity to elect redemption of such shares of Parent Class A Common Stock in connection with Company Parties, the Parent Stockholders’ Meeting, as required Board Recommendation or any other recommendation by Parent’s Governing Documentsthe Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy Statement.

Parent Stockholder Approval. Parent shall (a) as promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to Parent Stockholders in compliance with applicable Law, (ii) solely with respect to the Parent Transaction Proposalsduly (1) establish a record date for, duly (2) call and give notice of and (3) convene and hold a an extraordinary general meeting of its stockholders in accordance with Parent’s Governing Documents and Nasdaq Listing Rule 5620(b) members (the “Parent Stockholders’ Meeting”), ) in accordance with the Parent Governing Documents and applicable NYSE Listing Rules for a date no later than 30 Business Days forty-five (45) days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of Parent Common Stock Stockholders to vote in favor of each of the Parent Transaction Proposals, and (b) provide its stockholders members with the opportunity to elect to effect a Parent Stockholder Share Redemption. Parent shall, through its Boardboard of directors, recommend to its members (A) the approval of the continuation of Parent from the Cayman Islands to the State of Delaware, (B) the approval of the change of Parent’s name to “SeatGeek, Inc.”, (C) the amendment and restatement of Parent’s Governing Documents, substantially in the forms attached as Exhibit A and Exhibit B to this Agreement (with such changes as may be agreed in writing by Parent and the Company) (as may be subsequently amended by mutual written agreement of the Company and Parent at any time before the effectiveness of the Proxy Statement / Registration Statement) in connection with the Domestication, including any separate or unbundled proposals as are required to implement the foregoing, (D) the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations, (E) the approval of the issuance of shares of Parent Common Stock in connection with the Transactions pursuant to applicable NYSE Listing Rules, (F) the approval of the issuance of more than one percent (1%) of Parent’s outstanding common stock to a “related party” pursuant to applicable NYSE Listing Rules, (G) the approval of the Equity Proposals, (H) election of directors effective as of the Closing as contemplated by Section 8.5, (I) the adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (J) the adoption and approval of any other proposals as reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the Transactions and (K) the adjournment of the Parent Stockholders Stockholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the Parent foregoing (such proposals in (A) through (K), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement, and the Board . The board of directors of Parent shall not withdraw, amend, qualify or modify its recommendation to the members of Parent Stockholders that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the members of Parent Transaction Proposalsin Section 8.2(b), a “Modification in Recommendation”). Xxxxxx To the fullest extent permitted by applicable Law, (x) Parent’s obligations to establish a record date for, duly call, give notice of, convene and hold the Parent Stockholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Parent agrees to establish a record date for, duly call, give notice of, convene and hold the Parent Stockholders’ Meeting and submit for approval the Transaction Proposals and (z) Parent Transaction Proposalsagrees that if the Parent Stockholder Approval shall not have been obtained at any such Parent Stockholders’ Meeting, in each case in accordance with this Agreement. Notwithstanding anything to the contrary contained in this Agreement, then Parent shall be entitled promptly continue to postpone or take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Parent Stockholders’ Meetings in order to obtain the Parent Stockholder Approval. Parent may only adjourn the Parent Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by members of Parent Stockholders prior to the Parent Stockholders’ Meeting; provided, however, that the Parent Stockholders’ Meeting (Ax) may not be adjourned to a date that is more than 15 20 days after the date for which the Parent Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (By) shall not be is held no later than three (3) Business Days prior to the Outside Agreement End Date. Parent agrees that it shall provide the holders of shares of Parent Class A Common Stock the opportunity to elect redemption of such shares of Parent Class A Common Stock in connection with the Parent Stockholders’ Meeting, as required by Parent’s Governing Documents.