Common use of Acquiror Shareholder Approval Clause in Contracts

Acquiror Shareholder Approval. (i) After the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (A) within ten (10) Business Days thereof, mail the Proxy/Registration Statement to the Acquiror Shareholders (which shall set forth a record date for, duly call and give notice of a meeting of the Acquiror Shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) and (B) no later than thirty (30) Business Days after the mailing of the Proxy/Registration Statement to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose of voting on the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders with the opportunity to elect to effect an Acquiror Share Redemption and such other matters as may be mutually agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts to (A) solicit from its shareholders proxies in favor of the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approval, and (B) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date of the Acquiror Shareholders’ Meeting, and (B) shall not adjourn or postpone the Acquiror Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Acquiror shall not be required to adjourn or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders vote in favor of the Transaction Proposals at the Acquiror Shareholders’ Meeting (such statement, the “Acquiror Board Recommendation”) and neither the Acquiror Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendation.

Acquiror Shareholder Approval. (i) After As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (A) within ten (10) Business Days thereof, mail the Proxy/Registration Statement to the Acquiror Shareholders (which shall set forth establish a record date for, duly call and give notice of of, convene and hold a meeting of the Acquiror Shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) and (B) no later than thirty (30) Business Days after to be held as promptly as reasonably practicable following the mailing of date that the Proxy/Registration Statement to is declared effective under the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting Securities Act for the purpose of voting on the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders with the opportunity to elect to effect an Acquiror Share Redemption and such other matters as may be mutually agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts to (A) solicit from its shareholders proxies in favor of the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approval, and (B) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date of the Acquiror Shareholders’ Meeting, and (B) shall not adjourn or postpone the Acquiror Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, provided that Acquiror shall not be required to adjourn or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of Acquiror (the “Acquiror Board”) Board has unanimously recommended that the Acquiror Shareholders vote in favor of the Transaction Proposals at the Acquiror Shareholders’ Meeting (such statement, the “Acquiror Board Recommendation”) and neither the Acquiror Board nor any committee thereof (including the Special Committee) shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendation.

Acquiror Shareholder Approval. Acquiror shall (i) After as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (Ax) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to the be disseminated to Acquiror Shareholders in compliance with applicable Law, (which shall set forth a record date for, y) duly call and give notice of a meeting of the Acquiror Shareholders its shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) in accordance with Acquiror’s Governing Documents and Nasdaq Listing Rule 5620(b) (B) such meeting to be held on a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Registration Statement is declared effective), and (z) solicit proxies from the holders of Acquiror Common Stock to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders ii) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption and Redemption. Acquiror shall, through its Board of Directors, recommend to its shareholders the (A) approval of the change in the jurisdiction of incorporation of Acquiror to the State of Delaware, (B) approval of the change of Acquiror’s name to “Xos, Inc.” or such other matters name as may be mutually agreed to by the Acquiror and the Company prior to Closing, (C) amendment and restatement of Acquiror’s Governing Documents, in substantially the form attached as Exhibits A and B, respectively, to this Agreement (as may be subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness of the 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) approval of the issuance of shares of Acquiror Common Stock in connection with the Merger, (F) approval of the adoption by Acquiror of the Incentive Equity Plan and the ESPP, (G) the election of directors effective as of the Closing as contemplated by Section 7.6, (H) 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, (I) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approvaltransactions contemplated hereby, and (BJ) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) shall not adjourn or postpone through (J), together, the Acquiror Shareholders’ Meeting more than twice (“Transaction Proposals”), and in that event, for no more than thirty (30) days include such recommendation in the aggregate) without the prior written consent Proxy Statement. The Board of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Directors of Acquiror shall not be required to adjourn withdraw, amend, qualify or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement modify its recommendation to the effect that the board of directors shareholders of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (z) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder 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 Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such statementsupplemental or amended disclosure to be disseminated and reviewed by Acquiror Shareholders prior to the Acquiror Shareholders’ Meeting; provided, that the “Acquiror Board Recommendation”Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and neither (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Board nor any committee thereof shall withholdShareholders’ Meeting, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendationas required by Acquiror’s Governing Documents.

Acquiror Shareholder Approval. (i) After the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (A) within ten (10) Business Days thereof, mail the Proxy/Registration Statement to the Acquiror Shareholders (which shall set forth a record date for, duly call and give notice of a meeting of the Acquiror Shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) and (B) no later than thirty (30) Business Days after the mailing of the Proxy/Registration Statement to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose of voting on the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders with the opportunity to elect to effect an Acquiror Share Redemption and such other matters as may be mutually agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts to (A) solicit from its shareholders proxies in favor of the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approval, and (B) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq NYSE rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date of the Acquiror Shareholders’ Meeting, and (B) shall not adjourn or postpone the Acquiror Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Acquiror shall not be required to adjourn or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders vote in favor of the Transaction Proposals at the Acquiror Shareholders’ Meeting (such statement, the “Acquiror Board Recommendation”) and neither the Acquiror Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendation.

Acquiror Shareholder Approval. Acquiror shall (ia) After as promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (Ai) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to the be disseminated to Acquiror Shareholders in compliance with applicable Law, (which shall set forth a record date for, ii) (1) duly call and give notice of and (2) convene and hold a meeting of the Acquiror Shareholders its shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) in accordance with Acquiror’s Governing Documents and Section 710 of the NYSE Listing Rules as promptly as reasonably practicable following the date the Registration Statement is declared effective, and (Biii) no later than thirty (30) Business Days after solicit proxies from the mailing holders of the Proxy/Registration Statement Acquiror Class A Ordinary Shares to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders b) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption Redemption. Acquiror shall, through its Board of Directors, recommend to its shareholders the (A) approval of the change in the jurisdiction of incorporation of Acquiror to the State of Delaware, (B) approval of the change of Acquiror’s name to “Markforged Holding Corporation”, (C) amendment and restatement of Acquiror’s Governing Documents, in substantially the forms attached as Exhibits A and B to this Agreement (with such other matters changes as may be mutually agreed in writing by Acquiror and the Company) (as may be subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness of the 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 NYSE rules and regulations, (E) approval of the issuance of shares of Domesticated Acquiror Common Stock in connection with the Domestication, Merger and the Subscription Agreements, (F) approval of the adoption by Acquiror of the equity plans described in Section 7.1, (G) the election of directors effective as of the Closing as contemplated by Section 7.6, (H) 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, (I) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approval, transactions contemplated hereby and (BJ) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) shall not adjourn or postpone through (J), together, the Acquiror Shareholders’ Meeting more than twice (“Transaction Proposals”), and in that event, for no more than thirty (30) days include such recommendation in the aggregate) without the prior written consent Proxy Statement. The Board of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Directors of Acquiror shall not be required to adjourn withdraw, amend, qualify or modify, or propose publicly or by formal action of the Board of Directors of Acquiror, any committee of the Board of Directors of Acquiror or Acquiror to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement withdraw, amend, qualify or modify, its recommendation to the effect that the board of directors shareholders of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders vote in favor of the Transaction Proposals. To the fullest extent permitted by applicable Law, (x) Acquiror agrees to promptly establish a record date for, duly call, give notice of, promptly convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (y) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder 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 Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such statementsupplemental or amended disclosure to be disseminated and reviewed by Acquiror Shareholders prior to the Acquiror Shareholders’ Meeting; provided, that the “Acquiror Board Recommendation”Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and neither (y) shall not be held later than three (3) Business Days prior to the Termination Date. Acquiror agrees that it shall provide the holders of Acquiror Class A Ordinary Shares the opportunity to elect redemption of such Acquiror Class A Ordinary Shares in connection with the Acquiror Board nor any committee thereof shall withholdShareholders’ Meeting, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendationas required by Acquiror’s Governing Documents.

Acquiror Shareholder Approval. (i) After Acquiror shall (x) as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (A) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to be disseminated to the holders of Acquiror Shareholders Ordinary Shares in compliance with applicable Law, (which shall set forth a record date forB) solely with respect to the Transaction Proposals, duly call and (1) give notice of and (2) convene and hold a general meeting of the Acquiror Shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) in accordance with Acquiror’s Governing Documents and (B) Section 5620 of the Nasdaq listing rules, for a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Registration Statement is declared effective, and (C) solicit proxies from the holders of Acquiror Ordinary Shares to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders y) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption and such other matters as may be mutually agreed by Acquiror and the CompanyRedemption. (ii) Acquiror will use shall, through its reasonable best efforts Board of Directors, (x) recommend to its shareholders the (A) solicit from its shareholders proxies in favor approval of the adoption change in the jurisdiction of incorporation of Acquiror to the Transaction ProposalsState of Delaware, including the Acquiror Shareholders’ Approval, and (B) obtain approval of the vote or consent change of its shareholders required by Acquiror’s name to “Aurora Innovation, Inc.”, (C) amendment and in compliance with all applicable Law, Nasdaq rules and the restatement of Acquiror’s Governing Documents. , in the form attached as Exhibits A and B to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company) (Aas may be subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness of the Registration Statement) shall consult in connection with the Company regarding Domestication, including any separate or unbundled proposals as are required to implement the record date foregoing, (D) adoption and approval of this Agreement and the date Merger in accordance with applicable Law and exchange rules and regulations, (E) approval of the issuance of Domesticated Acquiror Class A Common Stock, Domesticated Acquiror Class B Common Stock and Domesticated Acquiror Warrants in connection with the Domestication, Merger and PIPE Investment, (F) approval of the adoption by Acquiror of the Incentive Award Plan and associated forms of award agreements described in Section 7.1, (G) election of directors effective as of the Closing as contemplated by Section 7.6, (H) 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, (I) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (J) adjournment of the Acquiror Shareholders’ 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 (J), together, the “Transaction Proposals”), and (By) shall not adjourn or postpone the Acquiror Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days include such recommendation in the aggregate) without the prior written consent Proxy Statement. The Board of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Directors of Acquiror shall not be required to adjourn withdraw, amend, qualify or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement modify its recommendation to the effect that the board of directors shareholders of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”). (iii) To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be Table of Contents affected by any Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (z) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder 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 Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such statementsupplemental or amended disclosure to be disseminated and reviewed by Acquiror Shareholders prior to the Acquiror Shareholders’ Meeting; provided, that the “Acquiror Board Recommendation”Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and neither (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of Acquiror Class A Ordinary Shares the opportunity to elect redemption of such Acquiror Class A Ordinary Shares in connection with the Acquiror Board nor any committee thereof shall withholdShareholders’ Meeting, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendationas required by Acquiror’s Governing Documents.

Acquiror Shareholder Approval. Acquiror shall (ia) After as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (Ai) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to the be disseminated to Acquiror Shareholders in compliance with applicable Law, (which shall set forth a record date forii) solely with respect to the following clause (1), duly call and (1) give notice of and (2) convene and hold a meeting of the Acquiror Shareholders its shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Nasdaq Listing Rule 5620(b)) and (B) , for a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Registration Statement is declared effective, and (iii) solicit proxies from the holders of Acquiror Common Stock to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders b) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption Redemption. Acquiror shall, through its Board of Directors, recommend to its shareholders the (A) approval of the change in the jurisdiction of incorporation of Acquiror to the State of Delaware, (B) approval of the change of Acquiror’s name to “Achronix Semiconductor Corporation”, (C) amendment and such other matters restatement of Acquiror’s Governing Documents, in substantially the form attached as Exhibits A and B to this Agreement (as may be mutually subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness of the 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) approval of the issuance of shares of Acquiror Common Stock in connection with the Domestication and Merger, (F) approval of the adoption by Acquiror of the equity plans described in Section 7.1, (G) the election of directors effective as of the Closing as contemplated by Section 7.6, (H) 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, (I) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approvaltransactions contemplated hereby, and (BJ) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) shall not adjourn or postpone through (J), together, the Acquiror Shareholders’ Meeting more than twice (“Transaction Proposals”), and in that event, for no more than thirty (30) days include such recommendation in the aggregate) without Proxy Statement, with such changes as mutually agreed to by the prior written consent parties hereto. The Board of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Directors of Acquiror shall not be required to adjourn withdraw, amend, qualify or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement modify its recommendation to the effect that the board of directors shareholders of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (z) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder 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 Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such statementsupplemental or amended disclosure to be disseminated and reviewed by Acquiror Shareholders prior to the Acquiror Shareholders’ Meeting; provided, that the “Acquiror Board Recommendation”Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and neither (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Board nor any committee thereof shall withholdShareholders’ Meeting, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendationas required by Acquiror’s Governing Documents.

Acquiror Shareholder Approval. Acquiror shall (i) After as promptly as practicable following confirmation by the Proxy/Registration SEC that the SEC has no further comments to the Proxy Statement is declared effective under (and in any event within five (5) Business Days after such date), (1) cause the Securities ActProxy Statement in definitive form to be disseminated to Acquiror Shareholders in compliance with applicable Law, Acquiror shall (2) solely with respect to the Transaction Proposals (as defined below), duly (A) within ten give notice of and (10B) Business Days thereofconvene and hold a general meeting (annual or extraordinary, mail the Proxy/Registration Statement to the as appropriate) of Acquiror Shareholders (which shall set forth a record date for, duly call and give notice of a meeting of the Acquiror Shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Nasdaq Listing Rule 5620(b)) and (B) , for a date no later than thirty (30) Business Days after following the mailing of the Proxy/Registration Proxy Statement to the Acquiror Shareholders, or such other date as may be agreed by and (3) solicit proxies from the holders of Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose Common Stock to vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders ii) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption Redemption. Acquiror shall, through the Acquiror Board, recommend to the Acquiror Shareholders the (i) approval of the Domestication, (ii) approval of the change of the Surviving Corporation’s name to “H2B2 Electrolysis Technologies, Inc.,” (iii) amendment and such other matters restatement of Acquiror’s Governing Documents, in substantially the form attached as Exhibits A and B to this Agreement (as may be mutually subsequently amended by mutual written agreement of the Company and Acquiror at any time before the mailing of the Proxy Statement to the Acquiror Shareholders) in connection with the Domestication, including any separate or unbundled proposals as are required to implement the foregoing, (iv) the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations, (v) approval of the issuance of shares of Domesticated Acquiror Class A Stock, Domesticated Acquiror Class B Stock and Domesticated Acquiror Warrants in connection with the Domestication, (vi) approval of the issuance of shares of Surviving Corporation Common Stock in connection with the Merger, (vii) the election of directors effective as of the Closing as contemplated by Section 8.7, (viii) approval of the adoption by Acquiror of the Equity Incentive Plan, (ix) 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 or correspondence related thereto, (x) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of Merger or the Transaction Proposals, including the Acquiror Shareholders’ Approvalother transactions contemplated hereby, and (Bxi) obtain the vote adjournment or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date postponement of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing or if the Acquiror Board and Company Board mutually determine before the Acquiror Shareholders’ Meeting that it is not necessary or no longer desirable to proceed with any of the foregoing (such proposals in clauses (i) through (xi), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement, with such changes as mutually agreed to by the Parties. The Acquiror Board shall not change, withdraw, withhold, qualify or modify its recommendation to the Acquiror Shareholders that they vote in favor of the Transaction Proposals (together with any change, withdrawal, withholding, qualification or modification of its recommendation to the Acquiror Shareholders described in the Recitals hereto, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (Bz) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn or postpone the Acquiror Shareholders’ Meeting more than twice (i) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder 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 Acquiror 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 Acquiror Shareholders prior to the Acquiror Shareholders’ Meeting; provided that event, for no the Acquiror Shareholders’ Meeting (x) may not be adjourned or postponed to a date that is more than thirty (30) days in after the aggregatedate for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law) without the prior written consent of Company and (which consent y) shall not be unreasonably withheld, conditioned or delayed); provided, held later than three (3) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of Acquiror shall not be required Class A Shares the opportunity to adjourn or propose to adjourn elect redemption of such Acquiror Class A Shares in connection with the Acquiror Shareholders’ Meeting, as required by Acquiror’s Governing Documents. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders vote in favor of the Transaction Proposals at the Acquiror Shareholders’ Meeting (such statement, the “Acquiror Board Recommendation”) and neither the Acquiror Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendation.

Acquiror Shareholder Approval. Acquiror shall (i) After as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (Ax) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to the be disseminated to Acquiror Shareholders in compliance with applicable Law, (which shall set forth a record date fory) solely with respect to the following clause (ii), duly call and (1) give notice of and (2) convene and hold a meeting of its shareholders (the Acquiror Shareholders (including any adjournment or postponement thereof, the “"Acquiror Shareholders’ ' Meeting”") in accordance with Acquiror's Governing Documents and Section 710 of the Nasdaq Listing Rule 5620(b)) and (B) , as applicable, for a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Registration Statement is declared effective, and (z) solicit proxies from the holders of Acquiror Common Stock to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders ii) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption Redemption. Acquiror shall, through its Board of Directors, recommend to its shareholders the (A) approval of the change in the jurisdiction of incorporation of Acquiror to the State of Delaware, (B) approval of the change of Acquiror's name, (C) approval of the amendment and such other matters restatement of Acquiror's Governing Documents, in the forms attached as Exhibits A and B to this Agreement (as may be mutually subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness of the 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) approval of the issuance of shares of Acquiror Common Stock in connection with the Mergers and Domestication, and pursuant to the Subscription Agreements and the PIPE Other Subscription Agreements, (F)approval of the adoption by Acquiror of the equity plans described in Section 7.1, (G) the election of directors effective as of the Closing as contemplated by Section 7.6, (H) 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, (I) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approvaltransactions contemplated hereby, and (BJ) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ ' Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in clauses (A) shall not adjourn or postpone through (J), together, the Acquiror Shareholders’ Meeting more than twice ("Transaction Proposals"), and in that event, for no more than thirty (30) days include such recommendation in the aggregate) without the prior written consent Proxy Statement. The Board of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Directors of Acquiror shall not be required to adjourn withdraw, amend, qualify or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement modify its recommendation to the effect that the board of directors shareholders of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders they vote in favor of the Transaction Proposals at (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror described in the Recitals hereto, a "Modification in Recommendation"). To the fullest extent permitted by applicable Law, (x) Acquiror's obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ ' Meeting shall not be affected by any Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders' Meeting and submit for approval the Transaction Proposals and (z) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders' Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this clause (b), and hold additional Acquiror Shareholders' Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders' Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder 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 Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such statementsupplemental or amended disclosure to be disseminated and reviewed by Acquiror Shareholders prior to the Acquiror Shareholders' Meeting; provided, that the “Acquiror Board Recommendation”Shareholders' Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders' Meeting was originally scheduled (excluding any adjournments required by applicable Law) and neither shall not be held later than five (5) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Board nor any committee thereof shall withholdShareholders' Meeting, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendationas required by Acquiror's Governing Documents.

Acquiror Shareholder Approval. Acquiror shall (i) After as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (Ax) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to the be disseminated to Acquiror Shareholders in compliance with applicable Law, (which shall set forth a record date for, y) duly call and give notice of and convene and hold a meeting of the Acquiror Shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) in accordance with Acquiror’s Governing Documents and (BNasdaq Listing Rule 5620(b) for a date no later than thirty (30) 30 Business Days after following the mailing date on which the Registration Statement is declared effective under the Securities Act and (z) solicit proxies from the holders of Acquiror Cayman Ordinary Shares to vote in favor of each of the Proxy/Registration Statement Transaction Proposals and solicit proxies from the holders of Acquiror Warrants to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose of voting on the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies vote in favor of the adoption of this Agreement)Acquiror Warrant Proposal, and providing (ii) provide the Acquiror Shareholders with the opportunity to elect to effect an Acquiror Share Redemption Redemption. Acquiror shall, through its Board of Directors, recommend to the Acquiror Shareholders: (A) the approval of the change of Acquiror’s jurisdiction of incorporation to the State of Delaware, (B) approval of the change of Acquiror’s name to “Ginkgo Bioworks Holdings, Inc.”, (C) the amendment and such other matters restatement of Acquiror’s Governing Documents, in the form attached as Exhibit A and Exhibit B, respectively (as may be mutually subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness of the 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 Nasdaq rules, (E) the approval of the issuance of Acquiror Delaware Common Shares in connection with the Domestication and the Merger, (F) the approval of the issuance of more than one percent (1%) of Acquiror’s outstanding common stock to a “related party” pursuant to Nasdaq rules as contemplated by the Subscription Agreements with the applicable PIPE Investors, to the extent applicable, (G) the approval of the adoption by Acquiror of the EIP and the ESPP, (H) the election of directors effective as of the Closing as contemplated by Section 8.6, (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 Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approval, transactions contemplated hereby and (BK) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals described in the foregoing clauses (A) through (K), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Acquiror Board shall not adjourn withdraw, amend, qualify or postpone the Acquiror Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Acquiror shall not be required modify its recommendation to adjourn or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders that they vote in favor of the Transaction Proposals at (together with any withdrawal, amendment, qualification or modification of any of the Acquiror Board Actions, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be affected by any Modification in Recommendation and (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals. Acquiror shall adjourn the Acquiror Shareholders’ Meeting (such statement, i) to solicit additional proxies for the “Acquiror Board Recommendation”) and neither purpose of obtaining the Acquiror Board nor any committee thereof Shareholder Approval if the Acquiror Shareholder Approval shall withholdnot have been obtained at the Acquiror Shareholders’ Meeting, withdraw, qualify, amend or modify(ii) if a quorum is absent, or publicly propose (iii) to allow reasonable additional time for the filing or resolve mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to withhold, withdraw, qualify, amend or modify, be disseminated and reviewed by Acquiror Shareholders prior to the Acquiror Board RecommendationShareholders’ Meeting; provided that the Acquiror Shareholders’ Meeting will not be adjourned to a date that is (x) more than 30 days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) or (y) later than three Business Days prior to the date on which the Outside Deadline occurs. Acquiror agrees that it shall provide the holders of Acquiror Cayman Class A Shares the opportunity to elect redemption of such Acquiror Cayman Class A Shares in connection with the Acquiror Shareholders’ Meeting, as required by Acquiror’s Governing Documents.

Acquiror Shareholder Approval. (i) After the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (x) as promptly as practicable, (A) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to the be disseminated to Acquiror Shareholders in compliance with applicable Law, (which shall set forth a record date forB) solely with respect to the Transaction Proposals, duly call and (1) give notice of and (2) convene and hold a general meeting of the Acquiror Shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”) in accordance with Acquiror’s Governing Documents and applicable Law and NYSE rules (including NYSE rule 102.06), (C) solicit proxies from the holders of Acquiror Common Stock with respect to the Transaction Proposals and (D) unless there has been a Modification in Recommendation, include the recommendation of Acquiror, through its board of directors, to vote in favor of each of the Transaction Proposals, and (y) provide its shareholders with the opportunity to elect, prior to the Acquiror Shareholder Approval, to effect an Acquiror Share Redemption. (ii) Acquiror shall, through its board of directors, unless there has been a Modification in Recommendation, recommend to its shareholders the (A) amendment and restatement of Acquiror’s certificate of incorporation, including any separate or unbundled proposals as are required to implement the foregoing, (B) no later than thirty (30) Business Days after the mailing approval of the Proxy/Registration Statement Transactions in accordance with the Acquiror Certificate of Incorporation, (C) approval of the issuance of shares of Acquiror capital stock in connection with the Merger, PIPE Investment (including the issuance of more than one percent (1%) of shares of Acquiror Common Stock to a “related party” pursuant to the rules of the NYSE as contemplated by the Subscription Agreements with the applicable PIPE Investors) and Investor Investment, (D) approval of the adoption by Acquiror Shareholdersof the Incentive Award Plan described in Section 7.1(a), (E) the election of directors effective as of the Closing as contemplated by Section 7.6, (F) adoption and approval of any other proposals as the SEC (or such staff member thereof) may indicate are necessary in its comments to the Proxy Statement or correspondence related thereto, (G) adoption and approval of any other date proposals as may be reasonably agreed by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby and (H) adjournment of the Acquiror Shareholders’ 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 clauses (A) through (H), together, the “Transaction Proposals”), and include such recommendations in the Proxy Statement. The board of directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the shareholders of Acquiror that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”); provided that no breach of this sentence shall be deemed to have occurred if, prior to such Modification in Recommendation and the Acquiror Shareholder Approval (1) the board of directors of Acquiror determines in good faith, after consultation with its outside legal counsel and, if and to the extent advisable depending on the circumstances, financial advisors, that failure to effect a Modification in Recommendation would be a breach of the fiduciary duties owed by the directors of Acquiror to the stockholders of Acquiror under applicable Law, (2) Acquiror shall have delivered written notice to the Company of its intention to make a Modification in Recommendation at least five (5) Business Days prior to the taking of such action by Acquiror, which notice shall include the reasons for such determination and, if and to the extent applicable, any other material documents with respect thereto, (3) during such period and prior to making a Modification in Recommendation, if requested by the Company, acting reasonablyAcquiror and its representatives shall have negotiated in good faith with the Company and its representatives regarding any revisions or adjustments proposed by the Company to the terms and conditions of this Agreement as would enable the board of directors of Acquiror to reaffirm such board’s recommendation to the shareholders of Acquiror that they vote in favor of the Transaction Proposals and not make such Modification in Recommendation and (4) if the Company requested negotiations in accordance with clause (3), Acquiror may make a Modification in Recommendation only if the board of directors of Acquiror, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the five (5) Business Day period, offered in writing to Acquiror, continues to determine in good faith, after consultation with its outside legal counsel and, if and to the extent advisable depending on the circumstances, financial advisors, that failure to make a Modification in Recommendation would be a breach of its fiduciary duties to Acquiror’s stockholders under applicable Law. (iii) Acquiror agrees that, unless this Agreement is terminated in accordance with its terms, its obligation to establish a record date for, duly call, give notice of, convene and hold such the Acquiror Shareholders’ Meeting for the purpose of voting on obtaining the Transaction ProposalsAcquiror Shareholder Approval shall not be affected by any Modification in Recommendation, obtaining and Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Approval Meeting and submit for the approval of its shareholders the matters contemplated by the Proxy Statement (including if necessary the Transaction Proposals), regardless of whether or not there shall be any adjournment Modification in Recommendation. For the avoidance of doubt, a Modification in Recommendation will not limit or postponement of such meeting otherwise affect the agreements and covenants set forth in the Sponsor Agreement. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (i) to solicit additional proxies for the purpose of soliciting obtaining the Acquiror Shareholder Approval, (ii) for the absence of a quorum or (iii) to allow reasonable additional proxies time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in favor of the adoption of this Agreement), good faith after consultation with outside legal counsel is required under applicable Law and providing for such supplemental or amended disclosure to be disseminated and reviewed by Acquiror Shareholders with prior to the Acquiror Shareholders’ Meeting; provided that the Acquiror Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect to effect an redemption of such shares of Acquiror Share Redemption and such other matters as may be mutually agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts to (A) solicit from its shareholders proxies Class A Common Stock in favor of the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approval, and (B) obtain the vote or consent of its shareholders required by and in compliance connection with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date of the Acquiror Shareholders’ Meeting, and (B) shall not adjourn or postpone the Acquiror Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without as required by Acquiror’s Governing Documents. Without the prior written consent of the Company (which consent shall not be unreasonably conditioned, withheld, conditioned delayed or delayeddenied); provided, that the Transaction Proposals shall be the only matters (other than procedural matters) which Acquiror shall not be required to adjourn or propose to adjourn be acted on by Acquiror Shareholders at the Acquiror Shareholders’ Meeting, as adjourned or postponed. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders vote in favor of the Transaction Proposals at the Acquiror Shareholders’ Meeting (such statement, the “Acquiror Board Recommendation”) and neither the Acquiror Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendation.

Acquiror Shareholder Approval. (a) Acquiror shall use commercially reasonable efforts to, in compliance with applicable Law, (i) After establish the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (A) within ten (10) Business Days thereof, mail the Proxy/Registration Statement to the Acquiror Shareholders (which shall set forth a record date for, duly call and call, give notice of a of, convene and hold an special meeting of the Acquiror Shareholders (including any adjournment or postponement thereofor, the “Acquiror Shareholders’ Meeting”)) and (B) no later than thirty (30) Business Days after the mailing of the Proxy/Registration Statement to the Acquiror Shareholders, or such other date if mutually agreed as may be agreed by between Acquiror and the Company, acting reasonably, hold such an annual meeting of Acquiror Shareholders’ Meeting for the purpose of voting on the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders with the opportunity to elect to effect an Acquiror Share Redemption and such other matters as may be mutually agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts to (A) solicit from its shareholders proxies in favor of the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approval, and (B) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date of the Acquiror Shareholders’ Meeting, and (B) shall not adjourn or postpone the Acquiror Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Acquiror shall not be required to adjourn or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of Acquiror (the “Acquiror BoardShareholder Meeting”) has unanimously recommended that in accordance with the DGCL, (ii) cause the Proxy Statement to be disseminated to the Acquiror Shareholders after the Registration Statement becomes effective and (iii) solicit proxies from the holders of Acquiror Class A Common Stock to vote in favor of each of the Transaction Proposals at the Proposals. Acquiror Shareholders’ Meeting (such statement, the “Acquiror Board Recommendation”) and neither shall include the Acquiror Board nor any Recommendation in the Proxy Statement. The Acquiror Board shall not (and no committee or subgroup thereof shall withholdshall) change, withdraw, qualifywithhold, amend qualify or modify, or publicly propose or resolve to withholdchange, withdraw, qualifywithhold, amend qualify or modify, the Acquiror Board Recommendation. (b) Notwithstanding anything to the contrary contained in this Agreement, once the Acquiror Shareholder Meeting has been called and noticed, Acquiror will not postpone or adjourn the Acquiror Shareholder Meeting without the consent of the Company, other than: (i) for the absence of a quorum, in which event Acquiror may postpone the meeting up to two (2) times for up to ten (10) Business Days each time; or (ii) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure that Acquiror has determined in good faith, after consultation with its outside legal advisors, is necessary under applicable Law, and for such supplemental or amended disclosure to be disseminated to and reviewed by the Acquiror Shareholders prior to the Acquiror Shareholder Meeting.

Acquiror Shareholder Approval. Acquiror shall (a) as promptly as practicable following confirmation by the SEC that the SEC has no further comments to the Proxy Statement, (i) After cause the Proxy/Registration Proxy Statement is declared effective under the Securities Actin definitive form to be disseminated to Acquiror Shareholders in compliance with applicable Law, Acquiror shall (Aii) within ten (10) Business Days thereof, mail the Proxy/Registration Statement solely with respect to the Acquiror Shareholders following clause (which shall set forth a record date for1), duly call and (1) give notice of a and (2) convene and hold an extraordinary general meeting of the Acquiror Shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Nasdaq Listing Rule 5620(b)) and (B) , for a date no later than thirty (30) Business Days after following the mailing of the Proxy/Registration Proxy Statement to the Acquiror Shareholders, or such other date as may be agreed by and (iii) solicit proxies from the holders of Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose Common Stock to vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders b) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption Redemption. Acquiror shall, through its Board of Directors, recommend to its shareholders the (A) approval of Acquiror’s de-registration as an exempted company incorporated in the Cayman Islands and such other matters transfer by way of continuation to the State of Delaware and domestication as a corporation incorporated under the laws of the State of Delaware, (B) approval of the change of Acquiror’s name to “Spectaire Holdings Inc.”, (C) amendment and restatement of Acquiror’s Governing Documents, in substantially the form attached as Exhibits A and B to this Agreement (as may be mutually subsequently amended by mutual written agreement of the Company and Acquiror at any time before the mailing of the Proxy Statement to the Acquiror Shareholders) 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) approval of the issuance of shares of Acquiror Common Stock in connection with the Domestication, the Merger, the Forward Purchase Agreement and any financing arrangement or efforts contemplated by Section 8.6, (F) approval of the adoption by Acquiror of the equity plans described in Section 7.1, (G) the election of directors effective as of the Closing as contemplated by Section 7.6, (H) 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 or correspondence related thereto, (I) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approvaltransactions contemplated hereby, and (BJ) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) shall not adjourn or postpone through (J), together, the Acquiror Shareholders’ Meeting more than twice (“Transaction Proposals”), and in that event, for no more than thirty (30) days include such recommendation in the aggregate) without Proxy Statement, with such changes as mutually agreed to by the prior written consent parties hereto. The Board of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Directors of Acquiror shall not be required to adjourn withdraw, amend, qualify or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement modify its recommendation to the effect that the board of directors shareholders of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (z) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder 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 Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such statementsupplemental or amended disclosure to be disseminated and reviewed by Acquiror Shareholders prior to the Acquiror Shareholders’ Meeting; provided, that the “Acquiror Board Recommendation”Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and neither (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Board nor any committee thereof shall withholdShareholders’ Meeting, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendationas required by Acquiror’s Governing Documents.

Acquiror Shareholder Approval. Acquiror shall (i) After as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (A) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to the be disseminated to Acquiror Shareholders in compliance with applicable Law, (which shall set forth a record date forB) solely with respect to the following clause (1), duly call and (1) give notice of and (2) convene and hold a meeting of the Acquiror Shareholders its shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Section 710 of the NYSE Listing Rules or Nasdaq Listing Rule 5620(b)) and (B) , as applicable, for a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Registration Statement is declared effective, and (C) solicit proxies from the holders of Acquiror Common Stock to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders ii) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption Redemption. Acquiror shall, through its Board of Directors, recommend to its shareholders the (A) approval of the change in the jurisdiction of incorporation of Acquiror to the State of Delaware, (B) approval of the change of Acquiror’s name to “Clover Health Investments, Corp.”, (C) amendment and such other matters restatement of Acquiror’s Governing Documents, in substantially the form attached as Exhibits A and B to this Agreement (as may be mutually subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness of the 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) approval of the issuance of shares of Acquiror Common Stock in connection with the Mergers, (F) approval of the issuance of more than one percent (1%) of Acquiror’s outstanding common stock to a “related party” pursuant to the rules of the NYSE or Nasdaq, as applicable, as contemplated by the Total PIPE Subscription Agreements with the applicable investors, (G) approval of the adoption by Acquiror of the equity plans described in Section 7.1, (H) the election of directors effective as of the Closing as contemplated by Section 7.6, (I) 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) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approvaltransactions contemplated hereby, and (BK) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) shall not adjourn or postpone through (K), together, the Acquiror Shareholders’ Meeting more than twice (“Transaction Proposals”), and in that event, for no more than thirty (30) days include such recommendation in the aggregate) without the prior written consent Proxy Statement. The Board of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Directors of Acquiror shall not be required to adjourn withdraw, amend, qualify or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement modify its recommendation to the effect that the board of directors shareholders of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (z) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder 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 Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such statementsupplemental or amended disclosure to be disseminated and reviewed by Acquiror Shareholders prior to the Acquiror Shareholders’ Meeting; provided, that the “Acquiror Board Recommendation”Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and neither (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Board nor any committee thereof shall withholdShareholders’ Meeting, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendationas required by Acquiror’s Governing Documents.

Acquiror Shareholder Approval. Acquiror shall (i) After as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (Ax) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to be disseminated to Acquiror’s shareholders in compliance with applicable Law, (y) solely with respect to the Acquiror Shareholders following clause (which shall set forth a record date for1), duly call and (1) give notice of and (2) convene and hold a meeting of the Acquiror Shareholders its shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) in accordance with the Acquiror’s Governing Documents and Nasdaq Listing Rule 5620(b) (B) such meeting to be held on a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Registration Statement is declared effective), and (z) solicit proxies from the holders of Acquiror Common Stock to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders ii) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption Redemption. Acquiror shall, through its Board of Directors, recommend to its shareholders the (A) adoption and approval of the Domestication, (B) approval of the change of Acquiror’s name to “Waldencast plc”, (C) amendment and restatement of the Acquiror Governing Documents, in substantially the form attached as Exhibit A to this Agreement (with such other matters changes as may be mutually agreed in writing by Acquiror and the Company) 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 and all transactions contemplated hereby, (E) approval of the issuance of shares of Acquiror Common Stock in connection with the Merger, (F) approval of the adoption by Acquiror of the Incentive Award Plan, (G) the election of directors effective as of the Closing as contemplated by Section 7.7, (H) 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, (I) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of transactions contemplated hereby or related to the Transaction Proposals, including Milk Equity Purchase Agreement and the Acquiror Shareholders’ Approvaltransaction contemplated thereby, and (BJ) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing or for other matters (Bsuch proposals in (A) shall not adjourn or postpone through (J), together, the Acquiror Shareholders’ Meeting more than twice (“Transaction Proposals”), and in that event, for no more than thirty (30) days include such recommendation in the aggregate) without the prior written consent Proxy Statement. The Board of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Directors of Acquiror shall not be required to adjourn withdraw, amend, qualify or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement modify its unanimous recommendation to the effect that the board of directors shareholders of Acquiror (described in the “Acquiror Board”) has unanimously recommended Recitals hereto that the Acquiror Shareholders they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (z) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (such statement, i) to solicit additional proxies for the “Acquiror Board Recommendation”) and neither purpose of obtaining the Acquiror Board nor Shareholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any committee thereof shall withholdsupplemental or amended disclosure that Acquiror 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 shareholders of Acquiror prior to the Acquiror Shareholders’ Meeting; provided, withdrawthat, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modifywithout the consent of the Company, the Acquiror Board RecommendationShareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Shareholders’ Meeting, as required by the Acquiror Governing Documents.

Acquiror Shareholder Approval. Acquiror shall (ia) After as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (Ai) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to the be disseminated to Acquiror Shareholders in compliance with applicable Law, (which shall set forth a record date forii) solely with respect to the following clause (1), duly call and (1) give notice of and (2) convene and hold a meeting of the Acquiror Shareholders its shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) in accordance with Acquiror’s Governing Documents and (B) Section 710 of the NYSE Listing Rules for a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Registration Statement is declared effective, and (iii) solicit proxies from the holders of Acquiror Common Stock to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders b) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption Redemption. Acquiror shall, through its Board of Directors, recommend to its shareholders the (A) approval of the change in the jurisdiction of incorporation of Acquiror to the State of Delaware, (B) approval of the change of Acquiror’s name to “SoFi Technologies, Inc.”, (C) amendment and restatement of Acquiror’s Governing Documents, in substantially the form attached as Exhibits A and B to this Agreement (with such other matters changes as may be mutually agreed in writing by Acquiror and the Company) (as may be subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness of the 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 NYSE rules and regulations, (E) approval of the issuance of shares of Acquiror Common Stock in connection with the Domestication and Merger, (F) approval of the issuance of more than one percent (1%) of Acquiror’s outstanding common stock to a “related party” pursuant to the rules of the NYSE as contemplated by the Subscription Agreements with the applicable PIPE Investors, (G) approval of the adoption by Acquiror of the equity plans described in Section 7.1, (H) the election of directors effective as of the Closing as contemplated by Section 7.6, (I) 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) approval of Acquiror’s entry into the Share Repurchase Agreement and consummation of the transactions contemplated thereby; (K) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approval, transactions contemplated hereby and (BL) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) shall not adjourn or postpone through (L), together, the Acquiror Shareholders’ Meeting more than twice (“Transaction Proposals”), and in that event, for no more than thirty (30) days include such recommendation in the aggregate) without the prior written consent Proxy Statement. The Board of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Directors of Acquiror shall not be required to adjourn withdraw, amend, qualify or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement modify its recommendation to the effect that the board of directors shareholders of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (y) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder 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 Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such statementsupplemental or amended disclosure to be disseminated and reviewed by Acquiror Shareholders prior to the Acquiror Shareholders’ Meeting; provided, that the “Acquiror Board Recommendation”Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and neither (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Board nor any committee thereof shall withholdShareholders’ Meeting, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendationas required by Acquiror’s Governing Documents.

Acquiror Shareholder Approval. Acquiror shall (ia) After as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (Ai) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to be disseminated to shareholders of Acquiror in compliance with applicable Law, (ii) solely with respect to the Acquiror Shareholders following clause (which shall set forth a record date for1), duly call and (1) give notice of and (2) convene and hold a meeting of the Acquiror Shareholders its shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Nasdaq Listing Rule 5620(b)) and (B) , for a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Registration Statement is declared effective, and (iii) solicit proxies from the holders of Acquiror Common Stock to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders b) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption Redemption. Acquiror shall, through its Board of Directors, recommend to its shareholders the (A) approval of the change in the jurisdiction of incorporation of Acquiror to the State of Delaware, (B) approval of the change of Acquiror’s name to “Tempo Automation Holdings, Inc.” effective upon the effectiveness of the Domestication, (C) upon the effectiveness of the Domestication, amendment and such other matters restatement of Acquiror’s Governing Documents, in substantially the form attached as Exhibits A and B to this Agreement (as may be mutually subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness of the 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) approval of the issuance of shares of Acquiror Common Stock in connection with the Domestication and Merger, (F) approval of the adoption by Acquiror of the equity plans described in Section 7.1, (G) the election of directors effective as of the Closing as contemplated by Section 7.6, (H) 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, (I) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approvaltransactions contemplated hereby, and (BJ) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) shall not adjourn or postpone through (J), together, the Acquiror Shareholders’ Meeting more than twice (“Transaction Proposals”), and in that event, for no more than thirty (30) days include such recommendation in the aggregate) without Proxy Statement, with such changes as mutually agreed to by the prior written consent parties hereto. The Board of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Directors of Acquiror shall not be required to adjourn withdraw, amend, qualify or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement modify its recommendation to the effect that the board of directors shareholders of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (z) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder 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 Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such statement, supplemental or amended disclosure to be disseminated and reviewed by shareholders of Acquiror prior to the “Acquiror Board Recommendation”Shareholders’ Meeting; provided that the Acquiror Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and neither (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Board nor any committee thereof shall withholdShareholders’ Meeting, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendationas required by Acquiror’s Governing Documents.

Acquiror Shareholder Approval. (i) After Acquiror shall (A) as promptly as practicable after the Proxy/Proxy Statement / Registration Statement is declared effective under the Securities Act, Acquiror shall (Ax) within ten (10) Business Days thereof, mail cause the Proxy/Proxy Statement / Registration Statement to the be disseminated to Acquiror Shareholders in compliance with applicable Law, (which shall set forth a record date fory) solely with respect to the following clause (1), duly call and (1) give notice of and (2) convene and hold a general meeting of the Acquiror Shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) and (B) for a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Proxy Statement / Registration Statement to is declared effective, and (z) solicit proxies from the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose Shareholders to vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders B) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption and such other matters as may be mutually agreed by Acquiror and the CompanyRedemption. (ii) Acquiror will use shall, through its reasonable best efforts board of directors, recommend to its shareholders the (A) solicit from its shareholders proxies in favor approval of the adoption of the Transaction ProposalsDomestication, including the Acquiror Shareholders’ Approval, and (B) obtain approval of the vote or consent change of its shareholders required by Acquiror’s name to “Grindr Inc.”, (C) approval and in compliance with all applicable Law, Nasdaq rules and the adoption of Acquiror’s Governing Documents. , substantially in the form attached as Exhibits A and B to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company) (Aas may be subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness of the Proxy Statement / Registration Statement) shall consult in connection with the Company regarding Domestication, including any separate or unbundled proposals as are required to implement the record date foregoing, (D) adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations, (E) approval of the issuance of shares of Domesticated Acquiror Common Stock in connection with the Domestication and Merger, (F) approval of the adoption by Acquiror of the equity plans described in Section 7.1, (G) election of directors effective immediately following the Closing as contemplated by Section 7.6, (H) 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, (I) adoption and approval of any other proposals as reasonably agreed by Acquiror and the date Company to be necessary or appropriate in connection with the transactions contemplated hereby and (J) adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and (B) shall not adjourn or postpone the Acquiror Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Acquiror shall not be required to adjourn or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders vote in favor adopt any of the Transaction Proposals at the Acquiror Shareholders’ Meeting foregoing (such statementproposals in (A) through (J), together, the “Acquiror Board RecommendationTransaction Proposals”) ), and neither include such recommendation in the Acquiror Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board RecommendationProxy Statement / Registration Statement.

Acquiror Shareholder Approval. Acquiror shall (ia) After as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (Ai) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to the be disseminated to Acquiror Shareholders in compliance with applicable Law, (which shall set forth a record date forii) solely with respect to the following clause (1), duly call and (1) give notice of and (2) convene and hold a meeting of the Acquiror Shareholders its shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) in accordance with Acquiror’s Governing Documents and (B) Section 710 of the NYSE Listing Rules for a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Registration Statement is declared effective, and (iii) solicit proxies from the holders of Acquiror Common Stock to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders b) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption Redemption. Acquiror shall, through its Board of Directors, recommend to its shareholders the (A) approval of the change in the jurisdiction of incorporation of Acquiror to the State of Delaware, (B) approval of the change of Acquiror’s name to “Ouster, Inc.”, (C) amendment and such other matters restatement of Acquiror’s Governing Documents, in the form attached as Exhibits A and B to this Agreement (as may be mutually subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness of the Registration Statement) in connection with the Domestication, including any separate or unbundled advisory 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) approval of the issuance of shares of Acquiror Common Stock in connection with the Domestication and Merger, (F) approval of the issuance of more than one percent (1%) of Acquiror’s outstanding common stock to a “related party” pursuant to the rules of the NYSE as contemplated by the Subscription Agreements with the applicable PIPE Investors, (G) approval of the adoption by Acquiror of the equity plans described in Section 7.1, (H) 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, (I) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approvaltransactions contemplated hereby, and (BJ) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) shall not adjourn or postpone through (J), together, the Acquiror Shareholders’ Meeting more than twice (“Transaction Proposals”), and in that event, for no more than thirty (30) days include such recommendation in the aggregate) without the prior written consent Proxy Statement. The Board of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Directors of Acquiror shall not be required to adjourn withdraw, amend, qualify or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement modify its recommendation to the effect that the board of directors shareholders of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (z) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (such statement, i) to solicit additional proxies for the “Acquiror Board Recommendation”) and neither purpose of obtaining the Acquiror Board nor Shareholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any committee thereof shall withholdsupplemental or amended disclosure that Acquiror 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 Acquiror Shareholders prior to the Acquiror Shareholders’ Meeting; provided, withdrawthat, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modifywithout the consent of the Company, the Acquiror Board RecommendationShareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Shareholders’ Meeting, as required by Acquiror’s Governing Documents.

Acquiror Shareholder Approval. Acquiror shall (ia) After as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (Ai) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to the be disseminated to Acquiror Shareholders in compliance with applicable Law, (which shall set forth a record date forii) solely with respect to the following clause (1), duly call and (1) give notice of and (2) convene and hold a meeting of the Acquiror Shareholders its shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) in accordance with the Acquiror Governing Documents and (B) Section 710 of the NYSE Listing Rules for a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Registration Statement is declared effective, and (iii) solicit proxies from the holders of Acquiror Common Stock to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders b) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption Redemption. Acquiror shall, through its Board of Directors, recommend to its shareholders the (A) approval of the change in the jurisdiction of incorporation of Acquiror to the State of Delaware, (B) approval of the change of Acquiror’s name to “Virgin Galactic Holdings, Inc.” upon the Effective Time, (C) amendment and such other matters restatement of its Acquiror Governing Documents, in substantially the form attached as Exhibits A and B to this Agreement (as may be mutually subsequently amended by mutual written agreement of the Companies and Acquiror at any time before the effectiveness of the 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) approval of the issuance of shares of Acquiror Common Stock in connection with the Mergers, (F) approval of the issuance of more than one percent (1%) of Acquiror’s outstanding common stock to a “related party” pursuant to the rules of the NYSE as contemplated by Section 8.2(a), (G) approval of the adoption by Acquiror of the equity plans described in Section 8.1, (H) the election of directors effective as of the Closing as contemplated by Section 8.6, (I) 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) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company. Companies to be necessary or appropriate in connection with the transactions contemplated hereby (iiincluding, in any event, a vote with respect to an Acquiror Extension Approval to or beyond December 18, 2019 if requested by Holder), (K) Acquiror will use its reasonable best efforts to (A) solicit from its shareholders proxies in favor approval of the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approval, Repurchase and (BL) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) shall not adjourn or postpone through (L), together, the Acquiror Shareholders’ Meeting more than twice (“Transaction Proposals”), and in that event, for no more than thirty (30) days include such recommendation in the aggregate) without the prior written consent Proxy Statement. The Board of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Directors of Acquiror shall not be required to adjourn withdraw, amend, qualify or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement modify its recommendation to the effect that the board of directors shareholders of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror in Section 9.2(c)(v), a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (z) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 9.2, and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder 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 Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such statementsupplemental or amended disclosure to be disseminated and reviewed by shareholders of Acquiror prior to the Acquiror Shareholders’ Meeting; provided, that the “Acquiror Board Recommendation”Shareholders’ Meeting (x) may not be adjourned to a date that is more than 15 days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and neither (y) is held no later than three (3) Business Days prior to the Acquiror Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board RecommendationAgreement End Date.

Acquiror Shareholder Approval. (i) After Acquiror shall as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (A) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to the be disseminated to Acquiror Shareholders in compliance with applicable Law, (which shall set forth a record date for, B) duly call and give notice of of, and convene and hold, a meeting of the Acquiror Shareholders its shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Section 710 of the NYSE Listing Rules or Nasdaq Listing Rule 5620(b)) and (B) , as applicable, for a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Registration Statement is declared effective, and (C) solicit proxies from the holders of Acquiror Pre-Transaction Common Stock to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders with the opportunity to elect to effect an Acquiror Share Redemption and such other matters as may be mutually agreed by Acquiror and the Company. (ii) Acquiror will use shall, through its reasonable best efforts Board of Directors, recommend to its shareholders the (A) solicit from its shareholders proxies in favor amendment and restatement of the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approval, and (B) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. , in the respective forms of the Acquiror Second A&R Charter and the Acquiror A&R Bylaws (as may be subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness of the Registration Statement) at the Closing, including approval of the change of Acquiror’s name to “Embark Technology, Inc.”, and any separate or unbundled proposals as are required to implement the foregoing (the proposal in this clause (A), the “Charter Proposal”), (B) shall consult the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations, (C) approval of the issuance of shares of Acquiror Common Stock in connection with the Company regarding Merger, (D) approval of the record date issuance of more than one percent (1%) of Acquiror’s outstanding common stock to a “related party” pursuant to the rules of the NYSE or Nasdaq, as applicable, as contemplated by the Subscription Agreements with the applicable PIPE Investors, (E) the election of directors effective as of the Closing as contemplated by Section 7.6, (F) 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, (G) approval of the adoption by Acquiror of the equity plans described in Section 7.1, (H) adoption and approval of any other proposals as reasonably agreed by Acquiror and the date Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (I) adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) shall not adjourn or postpone through (I), together, the Acquiror Shareholders’ Meeting more than twice (“Transaction Proposals”), and in that event, for no more than thirty (30) days include such recommendation in the aggregate) without the prior written consent of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Acquiror shall not be required to adjourn or propose to adjourn the Acquiror Shareholders’ MeetingProxy Statement. (iii) The Proxy/Registration Statement Board of Directors of Acquiror shall include a statement not withdraw, amend, qualify or modify its recommendation to the effect that the board of directors shareholders of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”), except to the extent that the Board of Directors of Acquiror shall have determined in good faith, after consultation with its outside legal counsel, that, an Intervening Event has occurred prior to the Acquiror Shareholders’ Meeting and, in response to such Intervening Event, a failure to make a Modification in Recommendation would violate its fiduciary duties under applicable Law; provided, that the Board of Directors of Acquiror will not be entitled to make, or agree or resolve to make, a Modification in Recommendation until (A) Acquiror delivers to the Company a written notice (an “Intervening Event Notice”) advising the Company that the Board of Directors of Acquiror proposes to take such action and containing the material facts underlying such determination that an Intervening Event has occurred, (B) until 5:00 p.m., Eastern Time, on the fifth Business Day immediately following the day on which Acquiror delivered the Intervening Event Notice (such period from the time the Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the fifth Business Day immediately following the day on which Acquiror delivered the Intervening Event Notice (it being understood that any material development with respect to an Intervening Event shall require a new notice but with an additional three-Business Day (instead of five-Business Day) period from the date of such notice), the “Intervening Event Notice Period”), Acquiror and its representatives shall have negotiated in good faith with the Company and its representatives regarding any revisions or adjustments proposed by the Company during the Intervening Event Notice Period to the terms and conditions of this Agreement as would enable Acquiror to proceed with its recommendation of this Agreement and the transactions contemplated hereby and not make such Modification in Recommendation, and (C) if the Company requested negotiations in accordance with the foregoing clause (B), Acquiror may make a Modification in Recommendation only if the Board of Directors of Acquiror, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the five-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by Acquiror (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make a Modification in Recommendation would violate its fiduciary duties under applicable Law. For the avoidance of doubt, a Modification in Recommendation will not affect Acquiror’s obligations pursuant to this Section 8.02 (other than as set forth in the immediately preceding sentence) or elsewhere in this Agreement. To the fullest extent permitted by applicable Law (A) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be affected by any Modification in Recommendation, (B) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (C) Acquiror agrees that if the Acquiror Shareholder Approval with respect to all Transaction Proposals shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval of all Transaction Proposals. (iv) Acquiror may only, and to the extent necessary to obtain the Acquiror Shareholder Approval Acquiror shall, adjourn the Acquiror Shareholders’ Meeting (A) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder Approval, (B) for the absence of a quorum or (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such statementsupplemental or amended disclosure to be disseminated and reviewed by Acquiror Shareholders prior to the Acquiror Shareholders’ Meeting; provided, that the “Acquiror Board Recommendation”Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and neither (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. (v) Acquiror agrees that it shall provide the holders of shares of Acquiror IPO Shares the opportunity to elect redemption of such Acquiror IPO Shares in connection with (but prior to) the Acquiror Board nor any committee thereof shall withholdShareholders’ Meeting, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendationas required by Acquiror’s Governing Documents.

Acquiror Shareholder Approval. Acquiror shall (i) After as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (Ax) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to be disseminated to Acquiror’s shareholders in compliance with applicable Law, (y) solely with respect to the Acquiror Shareholders following clause (which shall set forth a record date for1), duly call and (1) give notice of and (2) convene and hold a meeting of the Acquiror Shareholders its shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) in accordance with the Acquiror’s Governing Documents and Nasdaq Listing Rule 5620(b) (B) such meeting to be held on a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Registration Statement is declared effective), and (z) solicit proxies from the holders of Acquiror Common Stock to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders ii) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption Redemption. Acquiror shall, through its Board of Directors, recommend to its shareholders the (A) adoption and approval of Domestication, (B) approval of the change of Acquiror’s name to “Waldencast plc”, (C) amendment and restatement of the Acquiror Governing Documents as agreed to by the parties (except the Equityholder Representative) and with the terms set forth in Exhibit A to this Agreement (with such other matters changes as may be mutually agreed in writing by Acquiror and the Company) 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 and all transactions contemplated hereby, (E) approval of the issuance of shares of Acquiror Common Stock in connection with the transactions contemplated by this Agreement, (F) approval of the adoption by Acquiror of the Incentive Award Plan and the ESPP, (G) the election of directors effective as of the Closing as contemplated by Section 7.5, (H) 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, (I) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of transactions contemplated hereby or related to the Transaction Proposals, including Obagi Merger Agreement and the Acquiror Shareholders’ Approvaltransaction contemplated thereby, and (BJ) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing or for other matters (Bsuch proposals in (A) shall not adjourn or postpone through (J), together, the Acquiror Shareholders’ Meeting more than twice (“Transaction Proposals”), and in that event, for no more than thirty (30) days include such recommendation in the aggregate) without the prior written consent Proxy Statement. The Board of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Directors of Acquiror shall not be required to adjourn withdraw, amend, qualify or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement modify its unanimous recommendation to the effect that the board of directors shareholders of Acquiror (described in the “Acquiror Board”) has unanimously recommended Recitals hereto that the Acquiror Shareholders they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (z) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (such statement, i) to solicit additional proxies for the “Acquiror Board Recommendation”) and neither purpose of obtaining the Acquiror Board nor Shareholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any committee thereof shall withholdsupplemental or amended disclosure that Acquiror 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 shareholders of Acquiror prior to the Acquiror Shareholders’ Meeting; provided, withdrawthat, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modifywithout the consent of the Company, the Acquiror Board RecommendationShareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Shareholders’ Meeting, as required by the Acquiror Governing Documents.

Acquiror Shareholder Approval. Acquiror shall (i) After as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (A) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to the be disseminated to Acquiror Shareholders in compliance with applicable Law, (which shall set forth a record date forB) solely with respect to the following clause (1), duly call and (1) give notice of and (2) convene and hold a meeting of the Acquiror Shareholders its shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) in accordance with Acquiror’s Governing Documents and (B) Section 710 of the NYSE Listing Rules for a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Registration Statement is declared effective and (C) solicit proxies from the holders of Acquiror Common Stock to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders ii) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption Redemption. Acquiror shall, through its Board of Directors, unanimously recommend to its shareholders the (A) approval of the change in the jurisdiction of incorporation of Acquiror to the State of Delaware, (B) approval of the change of Acquiror’s name to “Quanergy Systems, Inc.”, (C) amendment and such other matters restatement of Acquiror’s Governing Documents, in the form attached as Exhibits A and B to this Agreement (as may be mutually subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness of the Registration Statement) in connection with the Domestication, including any separate or unbundled advisory proposals as are required to implement the foregoing, (D) the adoption of this Agreement and the approval of the transactions contemplated hereby in accordance with applicable Law and exchange rules and regulations, (E) approval of the issuance of shares of Acquiror Common Stock in connection with the Domestication and Merger, (F) approval of the issuance of Domesticated Acquiror Common Stock pursuant to the Subscription Agreements pursuant to the rules of the NYSE, including the approval of the issuance of more than one percent (1%) of Acquiror’s outstanding common stock to a “related party” pursuant to the rules of the NYSE as contemplated by the Subscription Agreements with the applicable PIPE Investors, (G) approval of the adoption by Acquiror of the equity plans described in Section 7.1, (H) 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, (I) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approval, transactions contemplated hereby and (BJ) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) through (J), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Board of Directors of Acquiror shall not adjourn withdraw, amend, qualify or postpone modify its recommendation to the shareholders of Acquiror that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (A) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting more than twice shall not be affected by any Modification in Recommendation, (B) Acquiror agrees to establish a record date (with the Company’s consent, not to be unreasonably withheld, conditioned or delayed) for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (C) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder 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, subject to the Company’s and its outside legal counsel’s reasonable review and comment, Acquiror 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 Acquiror Shareholders prior to the Acquiror Shareholders’ Meeting; provided, that, the Acquiror Shareholders’ Meeting (A) may not be adjourned to a date that event, for no is more than thirty (30) days in after the aggregatedate for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) without the prior written consent of Company and (which consent B) shall not be unreasonably withheld, conditioned or delayed); provided, held later than three (3) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror shall not be required Class A Common Stock the opportunity to adjourn or propose to adjourn elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Shareholders’ Meeting, as required by Acquiror’s Governing Documents. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders vote in favor of the Transaction Proposals at the Acquiror Shareholders’ Meeting (such statement, the “Acquiror Board Recommendation”) and neither the Acquiror Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendation.

Acquiror Shareholder Approval. (i) After Acquiror shall (a) as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (Ai) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to the be disseminated to Acquiror Shareholders in compliance with applicable Law, (which shall set forth a record date forii) solely with respect to the following clause (1), duly call and (1) give notice of a and (2) convene and hold an extraordinary general meeting of the Acquiror Shareholders its shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) in accordance with Acquiror’s Governing Documents and (B) the NYSE listing rules for a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Registration Statement is declared effective, and (iii) solicit proxies from the holders of Acquiror Common Stock to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders b) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption Redemption. Acquiror shall, through its Board of Directors or the Acquiror Special Committee, recommend to its shareholders the (A) approval of transfer by way of continuation and the change in the jurisdiction of incorporation of Acquiror to the State of Delaware, (B) approval of the change of Acquiror’s name to “Complete Solaria, Inc.”, (C) amendment and restatement of Acquiror’s Governing Documents, in substantially the form attached as Exhibits A and B to this Agreement (with such other matters changes as may be mutually agreed in writing by Xxxxxxxx and the Company before the effectiveness of the Registration Statement) in connection with the Domestication, including any separate or unbundled proposals as are required to implement the foregoing, (D) adoption and approval of this Agreement in accordance with applicable Law and NYSE rules and regulations, (E) approval of the issuance of shares of Acquiror Common Stock in connection with the Domestication and Mergers, (F) approval of the adoption by Acquiror of the equity plans described in Section 7.1, (G) appointment of directors effective as of the Closing as contemplated by Section 7.6, (H) 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, (I) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approval, transactions contemplated hereby and (BJ) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) through (J), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. Subject to Section 8.2(b)(ii), the Board of Directors of Acquiror and the Acquiror Special Committee, as applicable, shall not adjourn withdraw, amend, qualify or postpone the Acquiror Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Acquiror shall not be required to adjourn or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement modify its recommendation to the effect that the board of directors shareholders of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (y) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder 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 Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such statementsupplemental or amended disclosure to be disseminated and reviewed by Acquiror Shareholders prior to the Acquiror Shareholders’ Meeting; provided, that the Acquiror Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of Acquiror Class A Ordinary Shares the opportunity to elect redemption of such Acquiror Class A Ordinary Shares in connection with the Acquiror Shareholders’ Meeting, as required by Acquiror’s Governing Documents. (ii) Notwithstanding the foregoing, at any time prior to, but not after, obtaining the Acquiror Shareholder Approval or, in the event that Acquiror and the Company determine in good faith that it is probable that the Mergers will be consummated after March 1, 2023, the approval of the Extension Proposal by shareholders of Acquiror, in response to an Acquiror Intervening Event, the Board of Directors of Acquiror and the Acquiror Special Committee may make a Modification in Recommendation if it shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, a failure to make a Modification in Recommendation would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provided that the Board of Directors of Acquiror and the Acquiror Special Committee will not be entitled to make, or agree or resolve to make, a Modification in Recommendation until (A) Acquiror delivers to the Company a written notice (an “Acquiror Intervening Event Notice”) advising the Company that the Board of Directors of Acquiror and/or the Acquiror Special Committee, as applicable proposes to take such action and containing the material facts underlying the determination of the Board of Directors of Acquiror and/or the Acquiror Special Committee, as applicable, that an Acquiror Intervening Event has occurred, (B) until 5:00 p.m., Eastern Time, on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that any material development with respect to an Acquiror Intervening Event shall require a new notice but with an additional two-Business Day (instead of three-Business Day) period from the date of such notice), the “Acquiror Board RecommendationIntervening Event Notice Period”) and neither ), Acquiror shall have negotiated in good faith with the Company regarding any revisions or adjustments proposed by the Company during the Acquiror Intervening Event Notice Period to the terms and conditions of this Agreement as would enable Acquiror to proceed with its recommendation of this Agreement and the transactions contemplated by this Agreement and any Ancillary Agreement and not make such Modification in Recommendation, and (C) if the Company requested negotiations in accordance with the foregoing clause (B), Acquiror may make a Modification in Recommendation only if the Board nor of Directors of Acquiror and/or Acquiror Special Committee, as applicable, after considering in good faith any committee thereof revisions or adjustments to the terms and conditions of this Agreement that the Company shall withholdhave, withdrawprior to the expiration of the three Business Day period, qualifyoffered in writing in a manner that would form a binding Contract if accepted by Acquiror (and the other applicable parties hereto), amend reaffirmed in good faith (after consultation with its outside legal counsel) that the failure to make an Modification in Recommendation would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law. For purposes of this Section 8.2(b)(ii), an “Acquiror Intervening Event” means any event, change, occurrence or modifydevelopment that is unknown and not reasonably foreseeable to the Board of Directors of Acquiror or the Acquiror Special Committee as of the Original Agreement Date, or publicly propose if known or resolve reasonably foreseeable to withhold, withdraw, qualify, amend the Board of Directors of Acquiror or modifythe Acquiror Special Committee as of the Original Agreement Date, the material consequences of which were not known or reasonably foreseeable to the Board of Directors of Acquiror Board Recommendationor the Acquiror Special Committee as of the Original Agreement Date; provided, that the fact in and of itself that the Company meets or exceeds or fails to meet or exceed internal projections, forecasts or revenue or earnings predictions for any period from the Original Agreement Date through the Closing shall not be considered when determining if an Acquiror Intervening Event has occurred; provided, further, that the foregoing exception shall not exclude any event, development or change in circumstance underlying any such change in market price or trading volume, or meeting or exceeding, or failure to meet or exceed such projections, forecasts or predictions.

Acquiror Shareholder Approval. Acquiror shall, as promptly as practicable after the earlier of (i) After the Proxy/date the Registration Statement is declared effective under the Securities Act, Acquiror and, solely with respect to the following clause (A), in any event within thirty (30) Business Days following such date of effectiveness, and (ii) the satisfaction of the condition set forth in Section 11.1(d), and shall use its reasonable best efforts to, duly (A) within ten (10) Business Days thereof, mail the Proxy/Registration Statement to the Acquiror Shareholders (which shall set forth a record date for, duly call and give notice of a and (B) subject to any postponement or adjournment permitted by the last sentence of this Section 10.1(b), convene and hold an extraordinary general meeting of the Acquiror Shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) and (B) no later than thirty (30) Business Days after the mailing of the Proxy/Registration Statement to in accordance with the Acquiror ShareholdersGoverning Documents and applicable Law, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting solely for the purpose of voting on the Transaction Proposals, obtaining the Acquiror Shareholders’ Shareholder Approval (including and, if necessary applicable, any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement)approvals related thereto, and providing Acquiror Shareholders its shareholders with the opportunity to elect to effect an Acquiror Share Redemption in connection therewith. Acquiror shall, through the Acquiror Board, recommend to its shareholders (including in the Shareholder Meeting Proxy Statement) and such other matters solicit (A) approval of the de-registration of Acquiror in the Cayman Islands pursuant to Article 47 of the Acquiror Governing Documents and the registration by way of continuation as a corporation in the State of Delaware, (B) approval of the change of Acquiror’s name to “Panavision Holdings Inc.” upon the Effective Time, (C) amendment and restatement of the Acquiror Governing Documents (as may be mutually agreed subsequently amended pursuant to Section 2.6(a) or otherwise by Acquiror mutual written agreement of Panavision, the SIM Holder Representative and Acquiror) in connection with the Company. (ii) Acquiror will use its reasonable best efforts to (A) solicit from its shareholders proxies in favor of the adoption of the Transaction ProposalsDomestication, including any separate or unbundled proposals as are required to implement the Acquiror Shareholders’ Approvalforegoing, (D) adoption and (B) obtain the vote or consent approval of its shareholders required by this Agreement in accordance with applicable Law and in compliance with all applicable Law, Nasdaq rules and regulations, (E) approval of the issuance of Acquiror Common Shares and the Panavision Contingent Shares in connection with the Transactions, (F) approval of the issuance of more than twenty percent (20%) of Acquiror’s Governing Documents. Acquiror outstanding common stock pursuant to the rules of Nasdaq, (AG) shall consult approval of the presence of a Substantial Shareholder (as defined in Nasdaq Rule 5635(e)(3)) having a greater than five percent (5%) interest in the consideration to be paid in the Transactions, (H) approval of the PIPE Investment, (I) approval of an incentive equity plan mutually agreed to by the Panavision Holder Representative and Acquiror, (J) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Shareholder Meeting Proxy Statement, the Registration Statement or correspondence related thereto, (K) adoption and approval of any other proposals as reasonably agreed by Acquiror, the Companies and the Holder Representatives to be necessary or appropriate in connection with the Company regarding Transactions and (L) the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) shall through (L), together, the “Transaction Proposals”). Acquiror may only postpone or adjourn the Acquiror Shareholders’ Meeting (x) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder Approval, (y) for the absence of a quorum or (z) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has in good faith determined after consultation with outside legal counsel is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of Acquiror prior to the Acquiror Shareholders’ Meeting; provided, however, that Acquiror may not adjourn or postpone the Acquiror Shareholders’ Meeting more than twice a total of two (2) times pursuant to clause (x) or (y) of this sentence, and in that event, no such postponements or adjournments pursuant to clause (x) or (y) of this sentence shall be for no more than thirty a period exceeding ten (3010) days in the aggregate) without the prior written consent of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Acquiror shall not be required to adjourn or propose to adjourn the Acquiror Shareholders’ MeetingBusiness Days. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders vote in favor of the Transaction Proposals at the Acquiror Shareholders’ Meeting (such statement, the “Acquiror Board Recommendation”) and neither the Acquiror Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendation.

Acquiror Shareholder Approval. (i) After Acquiror shall (A) as promptly as practicable after the Proxy/Proxy Statement / Registration Statement is declared effective under the Securities Act, Acquiror shall (Ax) within ten (10) Business Days thereof, mail cause the Proxy/Proxy Statement / Registration Statement to the be disseminated to Acquiror Shareholders in compliance with applicable Law, (which shall set forth a record date fory) solely with respect to the following clause (1), duly call and (1) give notice of and (2) convene and hold a meeting of the Acquiror Shareholders its shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) in accordance with Acquiror’s Governing Documents and (BNasdaq Listing Rule 5620(b) for a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Proxy Statement / Registration Statement is declared effective, and (z) solicit proxies from the holders of Acquiror Common Stock to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders B) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption and such other matters as may be mutually agreed by Acquiror and the CompanyRedemption. (ii) Acquiror will use shall, through its reasonable best efforts board of directors, recommend to its shareholders the (A) solicit from its shareholders proxies in favor approval of the adoption change in the jurisdiction of incorporation of Acquiror to the Transaction ProposalsState of Delaware, including the Acquiror Shareholders’ Approval, and (B) obtain approval of the vote or consent change of its shareholders required by Acquiror’s name to “Enjoy Technology, Inc.”, (C) amendment and in compliance with all applicable Law, Nasdaq rules and the restatement of Acquiror’s Governing Documents. , substantially in the form attached as Exhibits A and B to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company) (Aas may be subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness of the Proxy Statement / Registration Statement) shall consult in connection with the Company regarding Domestication, including any separate or unbundled proposals as are required to implement the record date foregoing, (D) adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations, (E) approval of the issuance of shares of Domesticated Acquiror Common Stock in connection with the Domestication and Merger, (F) approval of the adoption by Acquiror of the equity plans described in Section 7.1, (G) election of directors effective as of the Closing as contemplated by Section 7.5, (H) 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, (I) adoption and approval of any other proposals as reasonably agreed by Acquiror and the date Company to be necessary or appropriate in connection with the transactions contemplated hereby and (J) adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and (B) shall not adjourn or postpone the Acquiror Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Acquiror shall not be required to adjourn or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders vote in favor adopt any of the Transaction Proposals at the Acquiror Shareholders’ Meeting foregoing (such statementproposals in (A) through (J), together, the “Acquiror Board RecommendationTransaction Proposals”) ), and neither include such recommendation in the Acquiror Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board RecommendationProxy Statement / Registration Statement.

Acquiror Shareholder Approval. (i) After Acquiror shall (a) as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (Ai) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to the be disseminated to Acquiror Shareholders in compliance with applicable Law, (which shall set forth a record date forii) solely with respect to the following clause (1), duly call and (1) give notice of a and (2) convene and hold an extraordinary general meeting of the Acquiror Shareholders its shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) in accordance with Acquiror’s Governing Documents and (B) the NYSE listing rules for a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Registration Statement is declared effective, and (iii) solicit proxies from the holders of Acquiror Common Stock to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders b) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption Redemption. Acquiror shall, through its Board of Directors or the Acquiror Special Committee, recommend to its shareholders the (A) approval of transfer by way of continuation and the change in the jurisdiction of incorporation of Acquiror to the State of Delaware, (B) approval of the change of Acquiror’s name to “Complete Solaria, Inc.”, (C) amendment and restatement of Acquiror’s Governing Documents, in substantially the form attached as Exhibits A and B to this Agreement (with such other matters changes as may be mutually agreed in writing by Acquiror and the Company before the effectiveness of the Registration Statement) in connection with the Domestication, including any separate or unbundled proposals as are required to implement the foregoing, (D) adoption and approval of this Agreement in accordance with applicable Law and NYSE rules and regulations, (E) approval of the issuance of shares of Acquiror Common Stock in connection with the Domestication and Mergers, (F) approval of the adoption by Acquiror of the equity plans described in Section 7.1, (G) appointment of directors effective as of the Closing as contemplated by Section 7.6, (H) 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, (I) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approval, transactions contemplated hereby and (BJ) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) through (J), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. Subject to Section 8.2(b)(ii), the Board of Directors of Acquiror and the Acquiror Special Committee, as applicable, shall not adjourn withdraw, amend, qualify or postpone the Acquiror Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Acquiror shall not be required to adjourn or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement modify its recommendation to the effect that the board of directors shareholders of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (y) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder 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 Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such statementsupplemental or amended disclosure to be disseminated and reviewed by Acquiror Shareholders prior to the Acquiror Shareholders’ Meeting; provided, that the Acquiror Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of Acquiror Class A Ordinary Shares the opportunity to elect redemption of such Acquiror Class A Ordinary Shares in connection with the Acquiror Shareholders’ Meeting, as required by Acquiror’s Governing Documents. (ii) Notwithstanding the foregoing, at any time prior to, but not after, obtaining the Acquiror Shareholder Approval or, in the event that Acquiror and the Company determine in good faith that it is probable that the Mergers will be consummated after March 1, 2023, the approval of the Extension Proposal by shareholders of Acquiror, in response to an Acquiror Intervening Event, the Board of Directors of Acquiror and the Acquiror Special Committee may make a Modification in Recommendation if it shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, a failure to make a Modification in Recommendation would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provided that the Board of Directors of Acquiror and the Acquiror Special Committee will not be entitled to make, or agree or resolve to make, a Modification in Recommendation until (A) Acquiror delivers to the Company a written notice (an “Acquiror Intervening Event Notice”) advising the Company that the Board of Directors of Acquiror and/or the Acquiror Special Committee, as applicable proposes to take such action and containing the material facts underlying the determination of the Board of Directors of Acquiror and/or the Acquiror Special Committee, as applicable, that an Acquiror Intervening Event has occurred, (B) until 5:00 p.m., Eastern Time, on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that any material development with respect to an Acquiror Intervening Event shall require a new notice but with an additional two-Business Day (instead of three-Business Day) period from the date of such notice), the “Acquiror Board RecommendationIntervening Event Notice Period”) and neither ), Acquiror shall have negotiated in good faith with the Company regarding any revisions or adjustments proposed by the Company during the Acquiror Intervening Event Notice Period to the terms and conditions of this Agreement as would enable Acquiror to proceed with its recommendation of this Agreement and the transactions contemplated by this Agreement and any Ancillary Agreement and not make such Modification in Recommendation, and (C) if the Company requested negotiations in accordance with the foregoing clause (B), Acquiror may make a Modification in Recommendation only if the Board nor of Directors of Acquiror and/or Acquiror Special Committee, as applicable, after considering in good faith any committee thereof revisions or adjustments to the terms and conditions of this Agreement that the Company shall withholdhave, withdrawprior to the expiration of the three Business Day period, qualifyoffered in writing in a manner that would form a binding Contract if accepted by Acquiror (and the other applicable parties hereto), amend reaffirmed in good faith (after consultation with its outside legal counsel) that the failure to make an Modification in Recommendation would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law. For purposes of this Section 8.2(b)(ii), an “Acquiror Intervening Event” means any event, change, occurrence or modifydevelopment that is unknown and not reasonably foreseeable to the Board of Directors of Acquiror or the Acquiror Special Committee as of the date of this Agreement, or publicly propose if known or resolve reasonably foreseeable to withhold, withdraw, qualify, amend the Board of Directors of Acquiror or modifythe Acquiror Special Committee as of the date of this Agreement, the material consequences of which were not known or reasonably foreseeable to the Board of Directors of Acquiror Board Recommendationor the Acquiror Special Committee as of the date of this Agreement; provided, that the fact in and of itself that the Company meets or exceeds or fails to meet or exceed internal projections, forecasts or revenue or earnings predictions for any period from the date hereof through the Closing shall not be considered when determining if an Acquiror Intervening Event has occurred; provided, further, that the foregoing exception shall not exclude any event, development or change in circumstance underlying any such change in market price or trading volume, or meeting or exceeding, or failure to meet or exceed such projections, forecasts or predictions.

Acquiror Shareholder Approval. (i) After Acquiror shall (x) as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act (but in any event within twenty (20) Business Days of the later of (i) the receipt and resolution of SEC comments with respect to the Registration Statement and (ii) the expiration of the ten (10)-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act), Acquiror shall (A) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to the be disseminated to Acquiror Shareholders in compliance with applicable Law, (which shall set forth a record date forB) solely with respect to the Transaction Proposals, duly call and (1) give notice of a and (2) convene and hold an extraordinary general meeting of the Acquiror Shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) in accordance with Acquiror’s Governing Documents and (B) the applicable NASDAQ rules for a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Registration Statement is declared effective, and (C) solicit proxies from the holders of Acquiror Common Shares to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders y) provide its public shareholders with the opportunity to elect to effect an Acquiror Share Redemption and such other matters as may be mutually agreed by Acquiror and the CompanyRedemption. (ii) Acquiror will use shall, through its reasonable best efforts Board of Directors, recommend to its shareholders the (A) solicit from its shareholders proxies in favor amendment of the adoption Acquiror’s amended and restated memorandum and articles of the Transaction Proposals, including association to provide that the Acquiror Shareholders’ ApprovalShare Redemptions shall be exercised prior to the Domestication (at Acquiror’s election in its sole discretion), and (B) obtain approval of the vote or consent change in the jurisdiction of its shareholders required by incorporation of Acquiror to the State of Delaware, (C) approval of the change of Acquiror’s name to “ZeroNox Holdings, Inc.”, (D) amendment and in compliance with all applicable Law, Nasdaq rules and the restatement of Acquiror’s Governing Documents. , in the form attached as Exhibits A and B to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company) (Aas may be subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness of the Registration Statement) shall consult in connection with the Company regarding Domestication, including any separate or unbundled proposals as are required to implement the record date foregoing, (E) the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations, (F) approval of the issuance of shares of Acquiror Common Stock in connection with the Domestication, Equity Facility and Merger, (G) approval of the adoption by Acquiror of the Incentive Award Plan and associated form of award agreement described in Section 7.1, (H) the election of directors effective as of the Closing as contemplated by Section 7.6, (I) 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) adoption and approval of any other proposals as reasonably agreed by Acquiror and the date Company to be necessary or appropriate in connection with the transactions contemplated hereby and (K) adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) through (K), together, the “Transaction Proposals”), and include such recommendations in the Proxy Statement. The Transaction Proposals shall be the only matters (other than (i) procedural matters or (ii) proposals deemed necessary or appropriate by Acquiror that are not adjourn expressly prohibited by the terms of this Agreement or postpone reasonably likely to prevent or materially delay the consummation of the Transactions) which Acquiror shall propose to be acted on by its shareholders at the Acquiror Shareholders’ Meeting more than twice (and in that eventMeeting, for no more than thirty (30) days in except with the aggregate) without the Company’s prior written consent of Company (which consent shall not to be unreasonably withheld, conditioned or delayed); provided. Neither the Board of Directors of Acquiror nor any committee or agent or representative thereof shall withdraw, that Acquiror shall not be required to adjourn amend, qualify or modify, or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement withdraw, amend, qualify or modify, its recommendation to the effect that the board of directors shareholders of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to Acquiror Shareholders described in the Recitals hereto, a “Modification in Recommendation”). (iii) To the fullest extent permitted by applicable Law, (A) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (B) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder 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 Acquiror or the Company has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such statementsupplemental or amended disclosure to be disseminated and reviewed by Acquiror Shareholders prior to the Acquiror Shareholders’ Meeting; provided, that the “Acquiror Board Recommendation”Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and neither (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of Acquiror Class A Common Shares the opportunity to elect redemption of such Acquiror Class A Common Shares in connection with the Acquiror Board nor any committee thereof shall withholdShareholders’ Meeting, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendationas required by Acquiror’s Governing Documents.

Acquiror Shareholder Approval. Acquiror shall (ia) After as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (Ai) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to the be disseminated to Acquiror Shareholders in compliance with applicable Law, (which shall set forth a record date forii) solely with respect to the following clause (1), duly call and (1) give notice of and (2) convene and hold a meeting of the Acquiror Shareholders its shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Section 710 of the NYSE Listing Rules or Nasdaq Listing Rule 5620(b)) and (B) , as applicable, for a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Registration Statement is declared effective, and (iii) solicit proxies from the holders of Acquiror Common Stock to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders b) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption Redemption. Acquiror shall, through its Board of Directors, recommend to its shareholders the (A) approval of the change in the jurisdiction of incorporation of Acquiror to the State of Delaware, (B) approval of the change of Acquiror’s name to “Opendoor Technologies Inc.”, (C) amendment and restatement of Acquiror’s Governing Documents, in the form attached as Exhibits A and B to this Agreement (with such other matters changes as may be mutually agreed in writing by Acquiror and the Company) (as may be subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness of the 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) approval of the issuance of shares of Acquiror Common Stock in connection with the Domestication and Merger, (F) approval of the issuance of more than one percent (1%) of Acquiror’s outstanding common stock to a “related party” pursuant to the rules of the NYSE or Nasdaq, as applicable, as contemplated by the Subscription Agreements with the applicable PIPE Investors, (G) approval of the adoption by Acquiror of the equity plans described in Section 7.1, (H) the election of directors effective as of the Closing as contemplated by Section 7.6, (I) 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) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approvaltransactions contemplated hereby, and (BK) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) shall not adjourn or postpone through (K), together, the Acquiror Shareholders’ Meeting more than twice (“Transaction Proposals”), and in that event, for no more than thirty (30) days include such recommendation in the aggregate) without the prior written consent Proxy Statement. The Board of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Directors of Acquiror shall not be required to adjourn withdraw, amend, qualify or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement modify its recommendation to the effect that the board of directors shareholders of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (z) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder 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 Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such statementsupplemental or amended disclosure to be disseminated and reviewed by Acquiror Shareholders prior to the Acquiror Shareholders’ Meeting; provided, that the “Acquiror Board Recommendation”Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and neither (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Board nor any committee thereof shall withholdShareholders’ Meeting, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendationas required by Acquiror’s Governing Documents.

Acquiror Shareholder Approval. Acquiror shall (i) After as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (A) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to the be disseminated to Acquiror Shareholders in compliance with applicable Law, (which shall set forth a record date forB) solely with respect to the following clause (1), duly call and (1) give notice of and (2) convene and hold a meeting of the Acquiror Shareholders its shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Section 710 of the NYSE Listing Rules or Nasdaq Listing Rule 5620(b)) and (B) , as applicable, for a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Registration Statement is declared effective, and (C) solicit proxies from the holders of Acquiror Common Stock to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders ii) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption Redemption. Acquiror shall, through its Board of Directors, recommend to its shareholders the (A) approval of the change in the jurisdiction of incorporation of Acquiror to the State of Delaware, (B) approval of the change of Acquiror’s name to “Wheels Up Experience Inc.”, (C) amendment and restatement of Acquiror’s Governing Documents, in the form attached as Exhibit A and Exhibit B to this Agreement (with such other matters changes as may be mutually agreed in writing by Acquiror and the Company) (as may be subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness of the 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) approval of the issuance of shares of Acquiror Common Stock in connection with the Domestication, Mergers and PIPE Investment, (F) approval of the adoption by Acquiror of the equity plans described in Section 8.1, (G) the election of directors effective as of the Closing as contemplated by Section 8.6, (H) 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, (I) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approvaltransactions contemplated hereby, and (BJ) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) shall not adjourn or postpone through (J), together, the Acquiror Shareholders’ Meeting more than twice (“Transaction Proposals”), and in that event, for no more than thirty (30) days include such recommendation in the aggregate) without the prior written consent Proxy Statement. The Board of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Directors of Acquiror shall not be required to adjourn withdraw, amend, qualify or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement modify its recommendation to the effect that the board of directors shareholders of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (z) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 9.2(c), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder 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 Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such statementsupplemental or amended disclosure to be disseminated and reviewed by Acquiror Shareholders prior to the Acquiror Shareholders’ Meeting; provided, that the “Acquiror Board Recommendation”Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and neither (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Board nor any committee thereof shall withholdShareholders’ Meeting, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendationas required by Acquiror’s Governing Documents.

Acquiror Shareholder Approval. Acquiror shall (i) After as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (Ax) within ten (10) Business Days thereof, mail cause the Proxy/Registration Proxy Statement to be disseminated to Acquiror’s shareholders in compliance with applicable Law, (y) solely with respect to the Acquiror Shareholders following clause (which shall set forth a record date for1), duly call and (1) give notice of and (2) convene and hold a meeting of the Acquiror Shareholders its shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) in accordance with the Acquiror’s Governing Documents and Nasdaq Listing Rule 5620(b) (B) such meeting to be held on a date no later than thirty (30) Business Days after following the mailing of date the Proxy/Registration Statement is declared effective), and (z) solicit proxies from the holders of Acquiror Common Stock to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting for the purpose vote in favor of voting on each of the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval and (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders ii) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption Redemption. Acquiror shall, through its Board of Directors, recommend to its shareholders the (A) approval of the change in the jurisdiction of incorporation of Acquiror to the State of Delaware, (B) approval of the change of Acquiror’s name to “Virgin Orbit Holdings, Inc.”, (C) amendment and restatement of the Acquiror Governing Documents, in substantially the form attached as Exhibits A and B, respectively, to this Agreement (with such other matters changes as may be mutually agreed in writing by Acquiror and the Company) (as may be subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness of the 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) approval of the issuance of shares of Acquiror Common Stock in connection with the Merger, (F) approval of the adoption by Acquiror of the Incentive Award Plan and the ESPP, (G) the election of directors effective as of the Closing as contemplated by Section 7.6, (H) 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, (I) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approvaltransactions contemplated hereby, and (BJ) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) shall not adjourn or postpone through (J), together, the Acquiror Shareholders’ Meeting more than twice (“Transaction Proposals”), and in that event, for no more than thirty (30) days include such recommendation in the aggregate) without the prior written consent Proxy Statement. The Board of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that Directors of Acquiror shall not be required to adjourn withdraw, amend, qualify or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement modify its recommendation to the effect that the board of directors shareholders of Acquiror (described in the “Acquiror Board”) has unanimously recommended Recitals hereto that the Acquiror Shareholders they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (z) Acquiror agrees that if the Acquiror Shareholder Approval shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (such statement, i) to solicit additional proxies for the “Acquiror Board Recommendation”) and neither purpose of obtaining the Acquiror Board nor Shareholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any committee thereof shall withholdsupplemental or amended disclosure that Acquiror 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 shareholders of Acquiror prior to the Acquiror Shareholders’ Meeting; provided, withdrawthat, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modifywithout the consent of the Company, the Acquiror Board RecommendationShareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Shareholders’ Meeting, as required by the Acquiror Governing Documents.

Acquiror Shareholder Approval. (i) After Acquiror shall, as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall and, solely with respect to the following clause (A) 1), in any event within ten thirty (1030) Business Days thereof, mail the Proxy/Registration Statement to the Acquiror Shareholders (which shall set forth a record following such date forof effectiveness, duly call and (1) give notice of and (2) convene and hold a meeting of the Acquiror Shareholders its shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) and (B) no later than thirty (30) Business Days after the mailing of the Proxy/Registration Statement to in accordance with the Acquiror ShareholdersGoverning Documents, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting solely for the purpose of voting on the Transaction Proposals, obtaining the Acquiror Shareholders’ Shareholder Approval (including and, if necessary applicable, any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement)approvals related thereto, and providing Acquiror Shareholders provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption Redemption. Acquiror shall, through its Board of Directors, recommend to its shareholders the (A) approval of the change in the jurisdiction of incorporation of Acquiror to the State of Delaware, (B) approval of the change of Acquiror’s name to “Rimini Street, Inc.” upon the Second Effective Time, (C) amendment and such other matters restatement of its Acquiror Governing Documents, in substantially the form attached as Exhibits B and C to this Agreement (as may be mutually subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness of the 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) approval of the issuance of shares of Acquiror Common Stock in connection with the First Merger, (F) approval of the issuance of more than twenty percent (20%) of Acquiror’s outstanding common stock pursuant to the rules of NASDAQ, (G) approval of the presence of a Substantial Shareholder (as defined in NASDAQ Rule 5635(e)(3)) having a greater than five percent (5%) in the consideration to be paid in the transactions contemplated hereby, (H) 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, (I) approval of the adoption by Acquiror of the equity plans described in Section 7.3, (J) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts Company to (A) solicit from its shareholders proxies be necessary or appropriate in favor of connection with the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approvaltransactions contemplated hereby, and (BK) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) through (K), together, the “Transaction Proposals”); provided, however, that notwithstanding anything to the contrary herein, there shall not be no limit or restriction on Acquiror’s Boards of Directors’ right to withdraw, amend, qualify or modify its recommendation based on such directors’ finding in good faith (after consulting with legal counsel) that the failure to do so would constitute a breach of their fiduciary duties under applicable Law. Acquiror shall promptly notify the Company in writing of any determination to make any withdrawal of such recommendation or amendment, qualification or modification of such recommendation in a manner adverse to the Company. Acquiror may only postpone or adjourn or postpone the Acquiror Shareholders’ Meeting more than twice (i) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder Approval, (ii) for the absence of a quorum and in that event, (iii) to allow reasonable additional time for no more than thirty (30) days in the aggregate) without the prior written consent filing or mailing of Company (which consent shall not be unreasonably withheld, conditioned any supplemental or delayed); provided, amended disclosure that Acquiror shall not has determined after consultation with outside legal counsel is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to adjourn or propose be disseminated and reviewed by stockholders of Acquiror prior to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders vote in favor of the Transaction Proposals at the Acquiror Shareholders’ Meeting (such statement, the “Acquiror Board Recommendation”) and neither the Acquiror Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendation.

Acquiror Shareholder Approval. (i) After As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall (A) within ten (10) Business Days thereof, mail the Proxy/Registration Statement to the Acquiror Shareholders (which shall set forth establish a record date for, duly call and give notice of of, convene and hold a meeting of the Acquiror Shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”)) and (B) no later than thirty (30) Business Days after to be held as promptly as reasonably practicable following the mailing of date that the Proxy/Registration Statement to is declared effective under the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Company, acting reasonably, hold such Acquiror Shareholders’ Meeting Securities Act for the purpose of voting on the Transaction Proposals, obtaining the Acquiror Shareholders’ Approval (including if necessary any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), and providing Acquiror Shareholders with the opportunity to elect to effect an Acquiror Share Redemption and such other matters as may be mutually agreed by Acquiror and the Company. (ii) Acquiror will use its reasonable best efforts to (A) solicit from its shareholders proxies in favor of the adoption of the Transaction Proposals, including the Acquiror Shareholders’ Approval, and (B) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date of the Acquiror Shareholders’ Meeting, and (B) shall not adjourn or postpone the Acquiror Shareholders’ Meeting more than twice (and in that event, for no more than thirty (30) days in the aggregate) without the prior written consent of Company (which consent shall not be unreasonably withheld, conditioned or delayed); provided, provided that Acquiror shall not be required to adjourn or propose to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of Acquiror (the “Acquiror Board”) Board has unanimously recommended that the Acquiror Shareholders vote in favor of the Transaction Proposals at the Acquiror Shareholders’ Meeting (such statement, the “Acquiror Board Recommendation”) and neither the Acquiror Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendation.

Acquiror Shareholder Approval. (i) After Acquiror shall, as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, Acquiror shall and, solely with respect to the following clause (A) 1), in any event within ten thirty (1030) Business Days thereof, mail the Proxy/Registration Statement to the Acquiror Shareholders (which shall set forth a record following such date forof effectiveness, duly call and (1) give notice of and (2) convene and hold a meeting of the Acquiror Shareholders its shareholders (including any adjournment or postponement thereof, the “Acquiror Shareholders’ Meeting”) in accordance with the Cayman Islands Companies Law (2013 Revision)) and (B) no later than thirty (30) Business Days after the mailing of the Proxy/Registration Statement to the Acquiror Shareholders, or such other date as may be agreed by Acquiror and the Companyamended, acting reasonably, hold such Acquiror Shareholders’ Meeting solely for the purpose of voting on the Transaction Proposals, obtaining the Acquiror Shareholders’ Shareholder Approval (including and, if necessary applicable, any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement)approvals related thereto, and providing Acquiror Shareholders provide its shareholders with the opportunity to elect redeem Acquiror Common Shares held by the shareholder at the Merger Consideration, pursuant to effect an exercise of such stockholder’s IPO Repurchase (as defined under, and in accordance with, the Acquiror Governing Documents) (“Acquiror Share Redemption and such other matters as may be mutually agreed by Redemption”). Acquiror and shall, through its Board of Directors, recommend to its shareholders the Company. (ii) Acquiror will use its reasonable best efforts to (A) solicit from its shareholders proxies in favor approval of the adoption change in the jurisdiction of incorporation of Acquiror to the State of Delaware, (B) approval of the Transaction Proposalschange of Acquiror’s name to “World Kitchen Group, Inc.”, (C) amendment and restatement its certificate of incorporation 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) approval of the issuance of shares of Acquiror Shareholders’ ApprovalCommon Stock in connection with the Merger, (F) approval of the issuance of more than twenty percent (20%) of Acquiror’s outstanding common stock pursuant to the rules of NASDAQ, (G) approval of the presence of a Substantial Shareholder (as defined in NASDAQ Rule 5635(e)(3)) having a greater than five percent (5%) in the consideration to be paid in the transactions contemplated hereby, (H) approval of an incentive equity plan, (I) 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) adoption and approval of any other proposals as reasonably agreed by GPIAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (BK) obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Acquiror’s Governing Documents. Acquiror (A) shall consult with the Company regarding the record date and the date adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (Bsuch proposals in (A) shall not through (K), together, the “Transaction Proposals”). Acquiror may only postpone or adjourn or postpone the Acquiror Shareholders’ Meeting more than twice (i) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder Approval, (ii) for the absence of a quorum and in that event, (iii) to allow reasonable additional time for no more than thirty (30) days in the aggregate) without the prior written consent filing or mailing of Company (which consent shall not be unreasonably withheld, conditioned any supplemental or delayed); provided, amended disclosure that Acquiror shall not has determined after consultation with outside legal counsel is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to adjourn or propose be disseminated and reviewed by stockholders of Acquiror prior to adjourn the Acquiror Shareholders’ Meeting. (iii) The Proxy/Registration Statement shall include a statement to the effect that the board of directors of Acquiror (the “Acquiror Board”) has unanimously recommended that the Acquiror Shareholders vote in favor of the Transaction Proposals at the Acquiror Shareholders’ Meeting (such statement, the “Acquiror Board Recommendation”) and neither the Acquiror Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Acquiror Board Recommendation.