Common use of Acquiror Stockholder Approval Clause in Contracts

Acquiror Stockholder Approval. Acquiror shall (i) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (A) cause the Proxy Statement to be disseminated to Acquiror Stockholders in compliance with applicable Law; (B) solely with respect to the following clause (1), duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “Acquiror Stockholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Section 312.03 of the NYSE Listing Rules for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective; and (C) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals; and (ii) provide its stockholders with the opportunity to elect to effect an Acquiror Share Redemption. Acquiror shall, through its Board of Directors, recommend to its stockholders the (A) amendment and restatement of Acquiror’s Certificate of Incorporation, in the form attached as Exhibit A 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), including any separate or unbundled advisory proposals as are required to implement the foregoing and approval of the change of Acquiror’s name to a name reasonably determined by the Company, which name shall include the word “Planet”; (B) 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 Mergers and pursuant to the rules of the NYSE as contemplated by the Subscription Agreements with the applicable PIPE Investors; (D) approval of the adoption by Acquiror of the Incentive Equity Plan and ESPP described in Section 7.1; (E) 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; (F) 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 (G) adjournment of the Acquiror Stockholders’ 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 (G), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Board of Directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the stockholders of Acquiror that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the stockholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”), provided, that if at any time prior to obtaining the Acquiror Stockholder Approval, the Board of Directors of Acquiror determines in good faith after consultation with outside legal counsel, in response to an Intervening Event, that the failure to make a Modification in Recommendation would constitute a violation of its fiduciary duties under applicable Law, the Board of Directors of Acquiror may make a Modification in Recommendation. To the fullest extent permitted by applicable Law, (i) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting shall not be affected by any Modification in Recommendation; and (ii) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting and submit for approval the Transaction Proposals. Acquiror shall adjourn the Acquiror Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval if the Acquiror Stockholder Approval would not be obtained at the Acquiror Stockholders’ Meeting if a vote was held; (ii) if a quorum is absent; or (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 Stockholders prior to the Acquiror Stockholders’ Meeting; provided that the Acquiror Stockholders’ Meeting will not be adjourned to a date that is (i) more than thirty (30) days after the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law); or (ii) later than three (3) Business Days prior to the date on which the Agreement Deadline occurs. 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 Stockholders’ Meeting, as required by Acquiror’s Governing Documents.

Acquiror Stockholder Approval. Acquiror shall (ia) as promptly as practicable after the Acquiror Registration Statement is declared effective under the Securities Act, (Ai) cause the Acquiror Proxy Statement to be disseminated to Acquiror Stockholders in compliance with applicable Law; , (Bii) solely with respect to the following clause (1)Transaction Proposals, duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “Acquiror Stockholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Section 312.03 of the NYSE Nasdaq Listing Rules Rule 5620(b), for a date no later than thirty (30) Business Days following the date the Acquiror Registration Statement is declared effective; , and (Ciii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals; , and (iib) provide its stockholders with the opportunity to elect to effect an Acquiror Share Redemption. Acquiror shall, through its Board of Directors, recommend to its stockholders the (A) amendment and restatement of Acquiror’s Certificate of Incorporation, in the form attached as Exhibit A 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), including any separate or unbundled advisory proposals as are required to implement the foregoing and approval of the change of Acquiror’s name to a name reasonably determined by the Company, which name shall include the word “Planet”; (B) the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations; regulations (the “BCA Proposal”), (B) amendment and restatement of Acquiror’s certificate of incorporation (in such form and of substance as mutually agreed to by Acquiror and the Company), including any separate or unbundled proposals as are required to implement the foregoing (including clause (B) of this Section 8.2(b)(ii)) (the “Amendment Proposal”), (C) the election of directors effective as of the Closing as contemplated by Section 7.5 (the “Director Proposal”), (D) approval of the issuance of shares of Acquiror Common Stock in connection with the Mergers and Merger (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 Nasdaq) (the Subscription Agreements with the applicable PIPE Investors; “Nasdaq Proposal”), (DE) approval of the adoption by Acquiror of a equity incentive plan and associated forms of award agreements in form and substance mutually agreed to by Acquiror and the Company (the “Acquiror Incentive Equity Plan and ESPP described in Section 7.1; Proposal”), (EF) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Acquiror Registration Statement or correspondence related thereto; , (FG) 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; hereby and (GH) adjournment of the Acquiror Stockholders’ 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 (GH), together, the “Transaction Proposals”), and include such recommendation recommendations in the Acquiror Proxy Statement. The Board of Directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the stockholders of Acquiror that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the stockholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”), provided, that if at any time prior to obtaining the Acquiror Stockholder Approval, the Board of Directors of Acquiror determines in good faith after consultation with outside legal counsel, in response to an Intervening Event, that the failure to make a Modification in Recommendation would constitute a violation of its fiduciary duties under applicable Law, the Board of Directors of Acquiror may make a Modification in Recommendation. To the fullest extent permitted by applicable Law, (ix) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting shall not be affected by any Modification in Recommendation; and , (iiy) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting and submit for approval the Transaction ProposalsProposals and (z) Acquiror agrees that if the Acquiror Stockholder Approval shall not have been obtained at any such Acquiror Stockholders’ 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 Stockholders’ Meetings in order to obtain the Acquiror Stockholder Approval. Acquiror shall may only adjourn the Acquiror Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval if the Acquiror Stockholder Approval would not be obtained at the Acquiror Stockholders’ Meeting if a vote was held; Approval, (ii) if for the absence of a quorum is absent; or 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 Stockholders prior to the Acquiror Stockholders’ Meeting; provided that the Acquiror Stockholders’ Meeting will (x) may not be adjourned to a date that is (i) more than thirty fifteen (3015) days after the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law); or ) and (iiy) shall not be held later than three (3) Business Days prior to the date on which the Agreement Deadline occursEnd 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 Stockholders’ Meeting, as required by Acquiror’s Governing Documents.

Acquiror Stockholder Approval. Acquiror shall (ia) as As promptly as reasonably practicable after following the time at which the Registration Statement is declared effective under the Securities Act, (A) cause the Proxy Statement to be disseminated to Acquiror Stockholders in compliance with applicable Law; (B) solely with respect to the following clause (1), shall duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “Acquiror Stockholders’ Stockholders Meeting”) in accordance with Acquiror’s the Governing Documents of Acquiror, for the purposes of obtaining the Acquiror Stockholder Approval and, if applicable, any approvals related thereto and Section 312.03 of the NYSE Listing Rules for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective; and (C) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals; and (ii) provide providing its stockholders with the opportunity to elect to effect an Acquiror Share Stockholder Redemption. Acquiror shall, through its Board of Directorsthe Acquiror Board, recommend to its stockholders the that they vote their shares of Acquiror Common Stock in favor of (A) amendment and restatement of Acquiror’s Certificate of Incorporation, in the form attached as Exhibit A 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), including any separate or unbundled advisory proposals as are required to implement the foregoing and approval of the change of Acquiror’s name to a name reasonably determined by the Company, which name shall include the word “Planet”; (Ba) the adoption and approval of this Agreement in accordance with applicable Law Agreement, the Ancillary Documents and exchange rules and regulationsthe Transactions; (Cb) approval of the issuance of shares of Acquiror Common Stock in connection with the Mergers and pursuant to the rules of the NYSE as contemplated by the Subscription Agreements with the applicable PIPE InvestorsMerger; (Dc) approval of the adoption by Acquiror of the Incentive Equity Plan and ESPP described in Section 7.1; (E) adoption and approval of any the Acquiror A&R Certificate of Incorporation and Acquiror Bylaws; (d) the election of the directors constituting the Acquiror Board, if any; (e) the adoption of the New Equity Incentive Plan; (f) the adoption and approval of each other proposals as proposal that either the SEC or NYSE (or the respective staff member members thereof) may indicate are indicates is necessary in its comments to the Registration Statement or in correspondence related thereto; (Fg) the 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 herebyconsummation of the Transactions; and (Gh) the adoption and approval of a proposal for the adjournment of the Acquiror Stockholders’ Stockholders 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 (Aa) through (G), h) together, the “Required Transaction Proposals”), ” and include such recommendation in the Proxy Statement. The Board of Directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the stockholders of Acquiror that they vote in favor of the Transaction Proposals (together with any withdrawalAcquiror Board, amendment, qualification or modification of its recommendation to the stockholders of “Acquiror described in the Recitals hereto, a “Modification in Board Recommendation”), provided, ; provided that if at any time prior to obtaining the Acquiror Stockholder Approval, the Board of Directors of Acquiror determines in good faith after consultation with outside legal counsel, in response to an Intervening Event, that the failure to make a Modification in Recommendation would constitute a violation of its fiduciary duties under applicable Law, the Board of Directors of Acquiror may make a Modification in Recommendation. To the fullest extent permitted by applicable Law, (i) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting shall not be affected by any Modification in Recommendation; and (ii) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting and submit for approval the Transaction Proposals. Acquiror shall postpone or adjourn the Acquiror Stockholders’ Stockholders Meeting (iA) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval if Approval, (B) for the Acquiror Stockholder Approval would not be obtained at the Acquiror Stockholders’ Meeting if absence of a vote was held; quorum, (ii) if a quorum is absent; or (iiiC) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure disclosures that Acquiror has determined in good faith after consultation with determined, based on the advice of outside legal counsel counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Pre-Closing Acquiror Stockholders prior to the Acquiror Stockholders’ Meeting; provided that the Acquiror Stockholders’ Stockholders Meeting will not be adjourned to a date that is (i) more than thirty (30) days after the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law); or (iiD) later than three (3) Business Days prior if the Pre-Closing Acquiror Stockholders have elected to the date on which the Agreement Deadline occurs. Acquiror agrees that it shall provide the holders redeem a number of shares of Acquiror Class A Common Stock the opportunity to elect redemption as of such shares of Acquiror Class A Common Stock time that would reasonably be expected to result in connection with the Acquiror Stockholders’ Meeting, as required by Acquiror’s Governing Documentscondition set forth in Section 7.1(c) not being satisfied.

Acquiror Stockholder Approval. Acquiror shall (i) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (Ax) cause the Proxy Statement to be disseminated to Acquiror Stockholders in compliance with applicable Law; , (By) solely with respect to the following clause (1), duly (1) give notice of and (2) convene and hold a meeting of its stockholders the Acquiror Stockholders (the “Acquiror Stockholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Section 312.03 of the NYSE Nasdaq Listing Rules Rule 5620(b) for a date no later than thirty (30) 30 Business Days following the date on which the Registration Statement is declared effective; effective under the Securities Act and (Cz) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals; , and (ii) provide its stockholders the Acquiror Stockholders with the opportunity to elect to effect an Acquiror Share Redemption. Acquiror shall, through its Board of Directors, recommend to its stockholders the Acquiror Stockholders: (A) the amendment and restatement of Acquiror’s Certificate of IncorporationGoverning Documents, in the form attached as Exhibit A to this Agreement E and Exhibit F, respectively (as may be subsequently amended by mutual written agreement of the Company and Acquiror at any time before the effectiveness of the Registration Statement) (the “Binding Charter Proposal”), including any separate or unbundled non-binding advisory proposals as are required by SEC rules to implement the foregoing and approval of (such non-binding advisory proposals, the change of Acquiror’s name to a name reasonably determined by the Company“Advisory Charter Proposal”), which name shall include the word “Planet”; (B) the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations; Nasdaq rules, (C) the approval of the issuance of shares of Acquiror Common Stock in connection with the Mergers Merger and pursuant to the rules of the NYSE as contemplated by the Subscription Agreements PIPE Investment in accordance with the applicable PIPE Investors; Law and Nasdaq rules, (D) the approval of the adoption by Acquiror of the Incentive Equity Plan LTIP and ESPP described in Section 7.1; the ESPP, (E) the election of directors effective as of the Closing as contemplated by Section 8.6, (F) 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; , (FG) the 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; hereby and (GH) the adjournment of the Acquiror Stockholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (the “Adjournment Proposal”) (such proposals described in the foregoing clauses (A) through (GH), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Acquiror Board of Directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the stockholders of Acquiror Stockholders that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to any of the stockholders of Acquiror described in the Recitals heretoBoard Actions, a “Modification in Recommendation”), provided, that if at any time prior to obtaining the Acquiror Stockholder Approval, the Board of Directors of Acquiror determines in good faith after consultation with outside legal counsel, in response to an Intervening Event, that the failure to make a Modification in Recommendation would constitute a violation of its fiduciary duties under applicable Law, the Board of Directors of Acquiror may make a Modification in Recommendation. To the fullest extent permitted by applicable Law, (ix) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting shall not be affected by any Modification in Recommendation; Recommendation and (iiy) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting and submit for approval the Transaction Proposals. Acquiror shall adjourn the Acquiror Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval if the Acquiror Stockholder Approval would shall not be have been obtained at the Acquiror Stockholders’ Meeting if a vote was held; (provided that approval of the Adjournment Proposal shall have been obtained), (ii) if a quorum is absent; , or (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 Stockholders prior to the Acquiror Stockholders’ Meeting; provided that the Acquiror Stockholders’ Meeting will not be adjourned to a date that is (ix) more than thirty (30) 30 days after the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law); ) or (iiy) later than three (3) five Business Days prior to the date on which the Agreement Outside Deadline occurs. 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 Stockholders’ Meeting, as required by Acquiror’s Governing Documents.. 76

Acquiror Stockholder Approval. Acquiror shall (i) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (Ax) cause the Proxy Statement/Registration Statement to be disseminated to the Acquiror Stockholders in compliance with applicable Law; , (By) solely with respect to the following clause (1), duly (1) give notice of and (2) convene and hold a meeting of its stockholders the Acquiror Stockholders (the “Acquiror Stockholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Section 312.03 of the NYSE Nasdaq Listing Rules Rule 5620(b) for a date no later than thirty (30) Business Days 30 days following the date on which the Registration Statement is declared effective; effective under the Securities Act and (Cz) solicit proxies from the holders of Acquiror Common Stock Shares to vote in favor of each of the Transaction Proposals; , and (ii) provide its stockholders the Acquiror Stockholders with the opportunity to elect to effect an Acquiror Share Redemption. Acquiror shall, through its Board of Directors, recommend to its stockholders the Acquiror Stockholders: (A) amendment and restatement of Acquiror’s Certificate of Incorporation, in the form attached as Exhibit A to this Agreement (as may be subsequently amended by mutual written agreement approval of the Company and Acquiror at any time before the effectiveness of the Registration Statement)Restated Charter, including any separate or unbundled advisory proposals as are required to implement the foregoing and approval of the change of Acquiror’s name to a name reasonably determined by the Company, which name shall include the word “Planet”foregoing; (B) the adoption and approval of this Agreement and the transactions contemplated hereby in accordance with applicable Law Law, Acquiror’s Governing Documents and exchange rules and regulationsNasdaq rules; (C) the approval of the issuance of shares of Acquiror Common Stock Shares in connection with the Mergers Merger and pursuant to the rules of the NYSE as contemplated by the Subscription Agreements PIPE Investment in accordance with the applicable PIPE InvestorsLaw, Acquiror’s Governing Documents and Nasdaq rules; (D) the approval of the adoption by Acquiror of the Incentive Equity Plan and ESPP described in Section 7.1EIP; (E) the election of directors effective as of the Closing as contemplated by Section 8.6(a); (F) the 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; (FG) the 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 (GH) the adjournment of the Acquiror Stockholders’ 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 described in the foregoing clauses (A) through (GI), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Acquiror Board of Directors of Acquiror shall not, and shall not publicly propose to, withhold, withdraw, amend, qualify or modify its recommendation to the stockholders of Acquiror Stockholders that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the stockholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”), provided, that if at any time prior to obtaining the Acquiror Stockholder Approval, the Board of Directors of Acquiror determines in good faith after consultation with outside legal counsel, in response to an Intervening Event, that the failure to make a Modification in Recommendation would constitute a violation of its fiduciary duties under applicable Law, the Board of Directors of Acquiror may make a Modification in Recommendation. To the fullest extent permitted by applicable Law, (i) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting shall not be affected by any Modification in Recommendation; and (ii) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting and submit for approval the Transaction Proposals. Acquiror shall may adjourn the Acquiror Stockholders’ Meeting (i1) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval if the Acquiror Stockholder Approval would shall not be have been obtained at the Acquiror Stockholders’ Meeting if a vote was held; Meeting, (ii2) if a quorum is absent; , or (iii3) 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 Stockholders prior to the Acquiror Stockholders’ Meeting; provided that that, without the prior written consent of the Company, the Acquiror Stockholders’ Meeting will not be adjourned to a date that is (iI) more than thirty (30) days 15 Business Days after the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law); ) or (iiII) later than three (3) Business Days prior to the date on which the Agreement Deadline occurs. 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 Stockholders’ Meeting, as required by Acquiror’s Governing DocumentsOutside Date.

Acquiror Stockholder Approval. Acquiror shall (ia) as promptly as practicable after following confirmation by the Registration Statement is declared effective under SEC that the Securities ActSEC has no further comments to the Proxy Statement, (Ai) cause the Proxy Statement to be disseminated to Acquiror Stockholders in compliance with applicable Law; , (Bii) solely with respect to the following clause (1), duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “Acquiror Stockholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Section 312.03 of the NYSE Nasdaq Listing Rules Rule 5620(b), for a date no later than thirty (30) Business Days following the date mailing of the Registration Proxy Statement is declared effective; to the Acquiror Stockholders, and (Ciii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals; , and (iib) provide its stockholders with the opportunity to elect to effect an Acquiror Share Redemption. Acquiror shall, through its Board of Directors, recommend to its stockholders the (A) amendment and restatement of Acquiror’s Certificate of Incorporation, in the form attached as Exhibit A 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), including any separate or unbundled advisory proposals as are required to implement the foregoing and approval of the change of Acquiror’s name to a name reasonably determined “Force Pressure Control Corp.”, (B) the adoption and approval of the Acquiror Charter and the Acquiror Bylaws (with such additional changes as may be agreed in writing by Acquiror and the Company), which name shall include including any separate or unbundled proposals as are required to implement the word “Planet”; foregoing, (BC) the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations; , (CD) approval of the issuance of shares of Acquiror Common Stock in connection with the Mergers Transactions and pursuant any financing arrangement made by the Acquiror and the Company in connection with the Transactions prior to the rules of the NYSE as contemplated by the Subscription Agreements with the applicable PIPE Investors; Closing, (DE) approval of the adoption by Acquiror of the Incentive Equity Plan and ESPP equity plan described in Section 7.1; 7.1(a), (EF) the election of directors effective as of the Closing as contemplated by Section 7.6, (G) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Proxy Statement or correspondence related thereto; , (FH) 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 (GI) adjournment of the Acquiror Stockholders’ 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 (GI), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement, with such changes as mutually agreed to by the parties hereto. The Board of Directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the stockholders of Acquiror that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the stockholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”), provided, that if at any time prior to obtaining the Acquiror Stockholder Approval, the Board of Directors of Acquiror determines in good faith after consultation with outside legal counsel, in response to an Intervening Event, that the failure to make a Modification in Recommendation would constitute a violation of its fiduciary duties under applicable Law, the Board of Directors of Acquiror may make a Modification in Recommendation. To the fullest extent permitted by applicable Law, (i) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting shall not be affected by any Modification in Recommendation; and (ii) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting and submit for approval the Transaction Proposals. Acquiror shall only adjourn the Acquiror Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval if the Acquiror Stockholder Approval would not be obtained at the Acquiror Stockholders’ Meeting if a vote was held; Approval, (ii) if for the absence of a quorum is absent; or 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 Stockholders prior to the Acquiror Stockholders’ Meeting; provided provided, that the Acquiror Stockholders’ Meeting will (x) may not be adjourned to a date that is (i) more than thirty fifteen (3015) days after the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law); or ) and (iiy) shall not be held later than three (3) Business Days prior to the date on which the Agreement Deadline occursEnd 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 Stockholders’ Meeting, as required by Acquiror’s Governing Documents.. 72

Acquiror Stockholder Approval. Acquiror shall (i) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (Ai) cause the Proxy Statement to be disseminated to Acquiror Stockholders in compliance with applicable Law; , (Bii) solely with respect to the following clause (1), duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “Acquiror Stockholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Section 312.03 of the NYSE Nasdaq Listing Rules Rule 5620(b) for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective; , and (Ciii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals; and (ii) provide its stockholders with the opportunity to elect to effect an Acquiror Share Redemption. Acquiror shall, through its Board of Directors, recommend to its stockholders the (A) approval of the change of Acquiror’s name to “WaveTech Group, Inc.”, (B) amendment and restatement of Acquiror’s Certificate certificate of Incorporationincorporation and bylaws, in the form attached as Exhibit A Exhibits B and C to this Agreement (with such changes as may be 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), including any separate or unbundled advisory proposals as are required to implement the foregoing and approval of as are required by applicable Law or as the change of Acquiror’s name SEC (or staff member thereof) may indicate are necessary in its comments to a name reasonably determined by the CompanyRegistration Statement or correspondence related thereto, which name shall include the word “Planet”; (BC) the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations; , (CD) approval of the issuance of shares of Acquiror Common Stock in connection with the Mergers and pursuant to the rules of the NYSE as contemplated by the Subscription Agreements with the applicable PIPE Investors; Merger, (DE) approval of the adoption by Acquiror of the Incentive Equity Plan and ESPP described in Key Executive Alignment Program, (F) the election of directors effective as of the Closing as contemplated by Section 7.1; 7.6, (EG) 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; , (FH) 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 (GI) adjournment of the Acquiror Stockholders’ 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 (GI), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Board of Directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the stockholders of Acquiror that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the stockholders of Acquiror described in the Recitals hereto, a “Acquiror Modification in Recommendation”), ; provided, that if if, at any time prior to obtaining the Acquiror Stockholder Approval, the Board board of Directors directors of Acquiror determines in good faith faith, after consultation with its outside legal counsel, in response to an Intervening Event, that the failure to make a an Acquiror Modification in Recommendation would constitute result in a violation breach of its fiduciary duties under applicable Law, Acquiror or the Board board of Directors directors of Acquiror may may, prior to obtaining the Acquiror Stockholder Approval, make a an Acquiror Modification in Recommendation. To the fullest extent permitted by applicable Law, (ix) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting shall not be affected by any Acquiror Modification in Recommendation; Recommendation and (iiy) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting and submit for approval the Transaction Proposals. Acquiror shall may only adjourn the Acquiror Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval if the Acquiror Stockholder Approval would not be obtained at the Acquiror Stockholders’ Meeting if a vote was held; Approval, (ii) if for the absence of a quorum is absent; or 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 Stockholders prior to the Acquiror Stockholders’ Meeting; provided provided, that the Acquiror Stockholders’ Meeting will (x) may not be adjourned to a date that is (i) more than thirty fifteen (3015) days after the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law); or ) and (iiy) shall not be held later than three (3) Business Days prior to the date on which the Agreement Deadline occursEnd 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 Stockholders’ Meeting, as required by Acquiror’s Governing Documents.72

Acquiror Stockholder Approval. Acquiror shall (i) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (Ai) cause the Proxy Statement Statement/Prospectus to be disseminated to Acquiror Stockholders in compliance with applicable Law; , (Bii) solely with respect to the following clause (1), duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “Acquiror Stockholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Section 312.03 of the NYSE Nasdaq Listing Rules Rule 5620(b) for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective; , and (Ciii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals; and (ii) provide its stockholders with the opportunity to elect to effect an Acquiror Share Redemption. Acquiror shall, through its Board of Directors, recommend to its stockholders the (A) approval of and adoption of this Agreement and transactions contemplated hereby in accordance with applicable Law and exchange rules and regulations, (B) approval and adoption of the amendment and restatement of Acquiror’s Certificate certificate of Incorporationincorporation and bylaws, in the form forms attached as Exhibit A B and Exhibit C to this Agreement (with such changes as may be 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), including any separate or unbundled advisory proposals as are required to implement the foregoing and approval as are required by applicable Law or as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (C) election of directors effective as of the change of Acquiror’s name to a name reasonably determined Closing as contemplated by the CompanySection 7.5, which name shall include the word “Planet”; (B) the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations; (CD) approval of the issuance of shares of Acquiror Common Stock in connection with the Mergers Merger and pursuant to the rules of the NYSE as contemplated by the Subscription Agreements with the applicable PIPE Investors; Investment (such proposal (D), together with proposals (A) and (B) (other than any non-binding, advisory proposals), collectively, the “Condition Precedent Proposals”), (E) approval of the adoption by Acquiror of the Incentive Equity Plan and ESPP described in Section 7.1; Plan, (EF) 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; , (FG) 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 (GH) approval of adjournment of the Acquiror Stockholders’ Meeting, if necessary, to permit further solicitation in accordance with the final sentence of proxies because there are not sufficient votes to approve and adopt any of the foregoing this Section 8.2(b) (such proposals in (A) through (GH), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Board of Directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the stockholders of Acquiror that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the stockholders of Acquiror described in the Recitals hereto, a “Acquiror Modification in Recommendation”), provided, that if at any time prior to obtaining the Acquiror Stockholder Approval, the Board of Directors of Acquiror determines in good faith after consultation with outside legal counsel, in response to an Intervening Event, that the failure to make a Modification in Recommendation would constitute a violation of its fiduciary duties under applicable Law, the Board of Directors of Acquiror may make a Modification in Recommendation. To the fullest extent permitted by applicable Law, (ix) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting shall not be affected by any Acquiror Modification in Recommendation; Recommendation and (iiy) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting and submit for approval the Transaction Proposals. Acquiror shall may only adjourn the Acquiror Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval if the Acquiror Stockholder Approval would not be obtained at the Acquiror Stockholders’ Meeting if a vote was held; Approval, (ii) if for the absence of a quorum is absent; or 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 Stockholders prior to the Acquiror Stockholders’ Meeting; provided provided, that the Acquiror Stockholders’ Meeting will (x) may not be adjourned to a date that is (i) more than thirty fifteen (3015) days after the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law); or ) and (iiy) shall not be held later than three (3) Business Days prior to the date on which the Agreement Deadline occurs. 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 Stockholders’ Meeting, as required by Acquiror’s Governing DocumentsEnd Date.

Acquiror Stockholder Approval. Acquiror shall (i) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (Ai) cause the Proxy Statement to be disseminated to Acquiror Stockholders in compliance with applicable Law; , (Bii) solely with respect to the following clause (1), duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “Acquiror Stockholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Section 312.03 of the NYSE Nasdaq Listing Rules Rule 5620(b) for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective; , and (Ciii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals; and (ii) provide its stockholders with the opportunity to elect to effect an Acquiror Share Redemption. Acquiror shall, through its Board of Directors, recommend to its stockholders the (A) approval of the change of Acquiror’s name to “Evolution Metals & Technologies”, (B) amendment and restatement of Acquiror’s Certificate certificate of Incorporationincorporation and bylaws, in the form attached as Exhibit A Exhibits B and C to this Agreement (with such changes as may be 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), including any separate or unbundled advisory proposals as are required to implement the foregoing and approval of as are required by applicable Law or as the change of Acquiror’s name SEC (or staff member thereof) may indicate are necessary in its comments to a name reasonably determined by the CompanyRegistration Statement or correspondence related thereto, which name shall include the word “Planet”; (BC) the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations; , (CD) approval of the issuance of shares of Acquiror Common Stock in connection with the Mergers and pursuant to the rules of the NYSE as contemplated by the Subscription Agreements with the applicable PIPE Investors; Merger, (DE) approval of the adoption by Acquiror of the Incentive Equity Plan and ESPP described in Key Executive Alignment Program, (F) the election of directors effective as of the Closing as contemplated by Section 7.1; 7.6, (EG) 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; , (FH) 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 (GI) adjournment of the Acquiror Stockholders’ 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 (GI), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Board of Directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the stockholders of Acquiror that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the stockholders of Acquiror described in the Recitals hereto, a “Acquiror Modification in Recommendation”), provided, that if at any time prior to obtaining the Acquiror Stockholder Approval, the Board of Directors of Acquiror determines in good faith after consultation with outside legal counsel, in response to an Intervening Event, that the failure to make a Modification in Recommendation would constitute a violation of its fiduciary duties under applicable Law, the Board of Directors of Acquiror may make a Modification in Recommendation. To the fullest extent permitted by applicable Law, (ix) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting shall not be affected by any Acquiror Modification in Recommendation; Recommendation and (iiy) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting and submit for approval the Transaction Proposals. Acquiror shall may only adjourn the Acquiror Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval if the Acquiror Stockholder Approval would not be obtained at the Acquiror Stockholders’ Meeting if a vote was held; Approval, (ii) if for the absence of a quorum is absent; or 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 Stockholders prior to the Acquiror Stockholders’ Meeting; provided provided, that the Acquiror Stockholders’ Meeting will (x) may not be adjourned to a date that is (i) more than thirty fifteen (3015) days after the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law); or ) and (iiy) shall not be held later than three (3) Business Days prior to the date on which the Agreement Deadline occurs. 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 Stockholders’ Meeting, as required by Acquiror’s Governing DocumentsEnd Date.

Acquiror Stockholder Approval. Acquiror shall (i) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (Ai) cause the Proxy Statement to be disseminated to Acquiror Stockholders in compliance with applicable Law; , (Bii) solely with respect to the following clause (1), duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “Acquiror Stockholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Nasdaq Listing Rule 5620(b) or Section 312.03 710 of the NYSE Listing Rules Rules, as applicable, for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective; , and (Ciii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals; and (ii) provide its stockholders with the opportunity to elect to effect an Acquiror Share Redemption. Acquiror shall, through its Board of Directors, recommend to its stockholders the (A) approval of the change of Acquiror’s name to “WeWork Inc.”, (B) amendment and restatement of Acquiror’s Certificate certificate of Incorporationincorporation and bylaws, in the form attached as Exhibit Exhibits A and B to this Agreement (with such changes as may be 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), including any separate or unbundled advisory proposals as are required to implement the foregoing and approval of as are required by applicable Law or as the change of Acquiror’s name SEC (or staff member thereof) may indicate are necessary in its comments to a name reasonably determined by the CompanyRegistration Statement or correspondence related thereto, which name shall include the word “Planet”; (BC) the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations; , (CD) approval of the issuance of shares of Acquiror Common Stock in connection with the Mergers and Merger, (E) 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 Nasdaq or the NYSE NYSE, as contemplated by applicable, if required under such rules or the Subscription Agreements with the applicable PIPE Investors; , (DF) approval of the adoption by Acquiror of the Incentive Equity Plan and ESPP equity plans described in Section 7.1; , (EG) 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; , (FI) 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 (GJ) adjournment of the Acquiror Stockholders’ 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 (GJ), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Board of Directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the stockholders of Acquiror that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the stockholders of an “Acquiror described in the Recitals hereto, a “Modification in Recommendation”), provided, that if at any time prior to obtaining the Acquiror Stockholder Approval, the Board of Directors of Acquiror determines in good faith after consultation with outside legal counsel, in response to an Intervening Event, that the failure to make a Modification in Recommendation would constitute a violation of its fiduciary duties under applicable Law, the Board of Directors of Acquiror may make a Modification in Recommendation. To the fullest extent permitted by applicable Law, (ix) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting shall not be affected by any Acquiror Modification in Recommendation; Recommendation and (iiy) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting and submit for approval the Transaction Proposals. Acquiror shall may only adjourn the Acquiror Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval if the Acquiror Stockholder Approval would not be obtained at the Acquiror Stockholders’ Meeting if a vote was held; Approval, (ii) if for the absence of a quorum is absent; or 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 Stockholders prior to the Acquiror Stockholders’ Meeting; provided provided, that the Acquiror Stockholders’ Meeting will (x) may not be adjourned to a date that is (i) more than thirty fifteen (3015) days after the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law); or ) and (iiy) shall not be held later than three (3) Business Days prior to the date on which the Agreement Deadline occursEnd 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 Stockholders’ Meeting, as required by Acquiror’s Governing Documents.

Acquiror Stockholder Approval. Acquiror shall (i) as promptly as practicable after the date of this Agreement after the Registration Statement is declared effective under the Securities Act, (A) cause the Proxy Statement to be disseminated to Acquiror Stockholders in compliance with applicable Law; , (B) solely with respect to the following clause (1)Transaction Proposals, duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “Acquiror Stockholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Section 312.03 of the NYSE applicable Law (including Nasdaq Listing Rules Rule 5620(b)), for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective; , and (C) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals; , and (ii) provide its stockholders with the opportunity to elect to effect an Acquiror Share Stockholder Redemption. Acquiror shall, through unanimous approval of its Board of Directors, recommend to its stockholders the (A1) the amendment and restatement of Acquiror’s Certificate of IncorporationGoverning Documents, in substantially the form forms attached as Exhibit Exhibits A and B 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“Amendment Proposal”), including any separate or unbundled advisory proposals as are required to implement the foregoing and approval of the change of Acquiror’s name to a name reasonably determined by the Company, which name shall include the word “Planet”; (B2) the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations; , (C3) approval of the issuance of shares of Acquiror Class A Common Stock in connection with the Mergers Merger, PIPE Investment and pursuant to the rules of the NYSE as contemplated by the Subscription Agreements with the applicable PIPE Investors; Forward Purchase Agreement, (D4) approval of the adoption by Acquiror of the Incentive Equity Plan and the ESPP described in Section 7.1; 7.1(a), (E5) the election of directors effective as of immediately following the Closing as contemplated by Section 7.6, (6) 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; , (F7) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company Holdco to be necessary or appropriate in connection with the transactions contemplated hereby; , and (G) 8) adjournment of the Acquiror Stockholders’ 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 (A1) through (G)8), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Board of Directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the stockholders of Acquiror Stockholders that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the stockholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”). Notwithstanding anything in this Section 8.2(b) to the contrary, providedif, that if at any time prior to obtaining the Acquiror Stockholder Approval, the Board of Directors of Acquiror determines in good faith faith, after consultation with its outside legal counsel, that in response to an Intervening Event, that the failure to make a Modification in Recommendation would constitute a violation of be inconsistent with its fiduciary duties under applicable Law, the Board of Directors of Acquiror may may, prior to obtaining the Acquiror Stockholder Approval, make a Modification in Recommendation; provided, however, that Acquiror shall not be entitled to make, or agree or resolve to make, a Modification in Recommendation unless (i) Acquiror delivers to the Company Parties a written notice (an “Intervening Event Notice”) advising the Company Parties that the Board of Directors of Acquiror proposes to take such action and containing the material facts underlying the Board of Director’s determination that an Intervening Event has occurred (it being acknowledged that such Intervening Event Notice shall not itself constitute a breach of this Agreement), and (ii) at or after 5:00 p.m., Pacific time, on the third 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. Pacific time on the third Business Day immediately following the day on which Acquiror delivered the Intervening Event Notice, the “Intervening Event Notice Period”), the Board of Directors of Acquiror reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make a Modification in Recommendation would be inconsistent with its fiduciary duties under applicable Law. If requested by the Company Parties, Acquiror will, and will use its reasonable best efforts to cause its representatives to, during the Intervening Event Notice Period, engage in good faith negotiations with the Company Parties and their representatives to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for a Modification in Recommendation. To the fullest extent permitted by applicable Law, (i) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting shall not be affected by any Modification in Recommendation; and (ii) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting and submit for approval the Transaction Proposals, in each case in accordance with this Agreement, regardless of any Modification in Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Acquiror shall be entitled to postpone or adjourn the Acquiror Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval if the Acquiror Stockholder Approval would not be obtained at the Acquiror Stockholders’ Meeting if a vote was held; Approval, (ii) if for the absence of a quorum is absent; or 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 Stockholders prior to the Acquiror Stockholders’ Meeting; provided provided, that the Acquiror Stockholders’ Meeting will (x) may not be adjourned to a date that is (i) more than thirty (30) days after the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law); or ) and (iiy) shall not be held later than three (3) Business Days prior to the date on which the Agreement Deadline occursEnd 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 Stockholders’ Meeting, as required by Acquiror’s Governing Documents.

Acquiror Stockholder Approval. Acquiror shall (ia) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (Ai) cause the Proxy Statement to be disseminated to Acquiror Stockholders in compliance with applicable Law; , (Bii) solely with respect to the following clause (1)Transaction Proposals, duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “Acquiror Stockholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Section 312.03 of the NYSE Nasdaq Listing Rules Rule 5620(b), for a date no later than thirty (30) 30 Business Days following the date the Registration Statement is declared effective; , and (Ciii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals; , and (iib) provide its stockholders with the opportunity to elect to effect an Acquiror Share Stockholder Redemption. Acquiror shall, through its Board of Directors, recommend to its stockholders the (A) the amendment and restatement of Acquiror’s Certificate certificate of Incorporationincorporation, in substantially the form attached as Exhibit A 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)Agreement, including any separate or unbundled advisory proposals as are required to implement the foregoing and approval of the change of Acquiror’s name to a name reasonably determined by the Company, which name shall include the word “Planet”; (B) the adoption and approval of this Agreement and the Merger in accordance with applicable Law and exchange rules and regulations; , (C) approval of the issuance of shares of Acquiror Post-Merger Class A Common Stock and Acquiror Post-Merger Class B Common Stock in connection with the Mergers Merger, PIPE Investment and pursuant to the rules of the NYSE Forward Purchase Agreement, as contemplated by the Subscription Agreements with the applicable PIPE Investors; applicable, (D) approval of the adoption by Acquiror of the Incentive Equity Plan and the ESPP described in Section 7.1; , (E) 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; , (F) 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 (G) adjournment of the Acquiror Stockholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such foregoing(such proposals in (A) through (G), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Board of Directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the stockholders of Acquiror Stockholders that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the stockholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”). Notwithstanding anything in this Section 8.2(b) to the contrary, providedif, that if at any time prior to obtaining the Acquiror Stockholder Approval, the Board of Directors of Acquiror determines in good faith faith, after consultation with its outside legal counsel, that in response to an Intervening Event, that the failure to make a Modification in Recommendation would constitute a violation of be inconsistent with its fiduciary duties under applicable Law, the Board of Directors of Acquiror may may, prior to obtaining the Acquiror Stockholder Approval, make a Modification in Recommendation. To the fullest extent permitted by applicable Law; provided, however, that Acquiror shall not be entitled to make, or agree or resolve to make, a Modification in Recommendation unless (i) AcquirorAcquiror 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 the Board of Director’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting determination that an Intervening Event has occurred (it being acknowledged that such Intervening Event Notice shall not be affected by any Modification in Recommendation; itself constitute a breach of this Agreement), and (ii) at or after 5:00 p.m., Pacific time, on the third 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. Pacific time on the third Business Day immediately following the day on which Acquiror delivered the Intervening Event Notice, the “Intervening Event Notice Period”), the Board of Directors of Acquiror reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make a Modification in Recommendation would be inconsistent with its fiduciary duties under applicable Law. If requested by the Company, Acquiror will, and will use its reasonable best efforts to cause its representatives to, during the Intervening Event Notice Period, engage in good faith negotiations with the Company and its representatives to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for a Modification in Recommendation. Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting and submit for approval the Transaction Proposals, in each case in accordance with this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Acquiror shall be entitled to postpone or adjourn the Acquiror Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval if the Acquiror Stockholder Approval would not be obtained at the Acquiror Stockholders’ Meeting if a vote was held; Approval, (ii) if for the absence of a quorum is absent; or 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 Stockholders prior to the Acquiror Stockholders’ Meeting; provided provided, that the Acquiror Stockholders’ Meeting will (x) may not be adjourned to a date that is (i) more than thirty (30) 15 days after the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law); or ) and (iiy) shall not be held later than three (3) Business Days prior to the date on which the Agreement Deadline occursEnd 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 Stockholders’ Meeting, as required by Acquiror’s Governing Documents.

Acquiror Stockholder Approval. Acquiror shall (ia) as promptly as practicable after the Acquiror Registration Statement is declared effective under the Securities Act, (Ai) cause the Acquiror Proxy Statement to be disseminated to Acquiror Stockholders in compliance with applicable Law; , (Bii) solely with respect to the following clause (1)Transaction Proposals, duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “Acquiror Stockholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Section 312.03 of the NYSE Nasdaq Listing Rules Rule 5620(b), for a date no later than thirty (30) Business Days following the date the Acquiror Registration Statement is declared effective; , and (Ciii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals; , and (iib) provide its stockholders with the opportunity to elect to effect an Acquiror Share Redemption. Acquiror shall, through its Board of Directors, recommend to its stockholders the (A) amendment and restatement of Acquiror’s Certificate of Incorporation, in the form attached as Exhibit A 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), including any separate or unbundled advisory proposals as are required to implement the foregoing and approval of the change of Acquiror’s name to a name reasonably determined by the Company, which name shall include the word “Planet”; (B) the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations; regulations (the “BCA Proposal”), (B) amendment and restatement of Acquiror’s certificate of incorporation (in such form and of substance as mutually agreed to by Acquiror and the Company), including any separate or unbundled proposals as are required to implement the foregoing (including clause (B) of this Section 8.2(b)(ii)) (the “Amendment Proposal”), (C) the election of directors effective as of the Closing as contemplated by Section 7.5 (the “Director Proposal”), (D) approval of the issuance of shares of Acquiror Common Stock in connection with the Mergers and Merger (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 Nasdaq) (the Subscription Agreements with the applicable PIPE Investors; “Nasdaq Proposal”), (DE) approval of the adoption by Acquiror of a equity incentive plan and associated forms of award agreementsin form and substance mutually agreed to by Acquiror and the Company (the “Acquiror Incentive Equity Plan and ESPP described in Section 7.1; Proposal”), (EF) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Acquiror Registration Statement or correspondence related thereto; , (FG) 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; hereby and (GH) adjournment of the Acquiror Stockholders’ 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 (GH), together, the “Transaction Proposals”), and include such recommendation recommendations in the Acquiror Proxy Statement. The Board of Directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the stockholders of Acquiror that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the stockholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”), provided, that if at any time prior to obtaining the Acquiror Stockholder Approval, the Board of Directors of Acquiror determines in good faith after consultation with outside legal counsel, in response to an Intervening Event, that the failure to make a Modification in Recommendation would constitute a violation of its fiduciary duties under applicable Law, the Board of Directors of Acquiror may make a Modification in Recommendation. To the fullest extent permitted by applicable Law, (ix) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting shall not be affected by any Modification in Recommendation; and , (iiy) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting and submit for approval the Transaction ProposalsProposals and (z) Acquiror agrees that if the Acquiror Stockholder Approval shall not have been obtained at any such Acquiror Stockholders’ 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 Stockholders’ Meetings in order to obtain the Acquiror Stockholder Approval. Acquiror shall may only adjourn the Acquiror Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval if the Acquiror Stockholder Approval would not be obtained at the Acquiror Stockholders’ Meeting if a vote was held; Approval, (ii) if for the absence of a quorum is absent; or 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 Stockholders prior to the Acquiror Stockholders’ Meeting; provided that the Acquiror Stockholders’ Meeting will (x) may not be adjourned to a date that is (i) more than thirty fifteen (3015) days after the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law); or ) and (iiy) shall not be held later than three (3) Business Days prior to the date on which the Agreement Deadline occursEnd 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 Stockholders’ Meeting, as required by Acquiror’s Governing Documents.

Acquiror Stockholder Approval. Acquiror shall (ia) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (Ai) cause the Proxy Statement to be disseminated to Acquiror Stockholders in compliance with applicable Law; , (Bii) solely with respect to the following clause (1), duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “Acquiror Stockholders’ Meeting”) in accordance with Acquiror’s the Acquiror Governing Documents and Section 312.03 710 of the NYSE Listing Rules or Nasdaq Listing Rule 5620(b), as applicable, for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective; , and (Ciii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals; , and (iib) provide its stockholders with the opportunity to elect to effect an Acquiror Share Redemption. Acquiror shall, through its Board of DirectorsDirectors (subject to Section 7.2(d)), recommend to its stockholders the (A) approval of the Merger and the transactions contemplated thereby, including the amendment and restatement of AcquirorGCM PubCo’s Certificate certificate of Incorporation, incorporation as set forth in the form attached as Exhibit A 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)Surviving Corporation Charter, including any separate or unbundled advisory proposals as are required to implement the foregoing and approval of the change of Acquiror’s name to a name reasonably determined by the Company, which name shall include the word “Planet”; (B) 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 Surviving Corporation Common Stock in connection with the Mergers and Transactions, (D) approval of the issuance of more than one percent (1%) of GCM PubCo’s outstanding common stock to a “related party” pursuant to the rules of the NYSE or Nasdaq, as contemplated by the Subscription Agreements with the applicable PIPE Investors; applicable, (DE) approval of the adoption by Acquiror of the Incentive Equity Plan and ESPP equity plans described in Section 7.1; 6.1, (EF) the election of directors effective as of the Closing as contemplated by Section 5.7, (G) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto; , (FH) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company Grosvenor Companies to be necessary or appropriate in connection with the transactions contemplated hereby; Transactions and (GI) adjournment of the Acquiror Stockholders’ 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 (GI), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Subject to Section 7.2(d), the Board of Directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the stockholders of Acquiror that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the stockholders of Acquiror described in the Recitals heretoSection 7.2(c)(v), a “Modification in Recommendation”), provided, that if at any time prior to obtaining the Acquiror Stockholder Approval, the Board of Directors of Acquiror determines in good faith after consultation with outside legal counsel, in response to an Intervening Event, that the failure to make a Modification in Recommendation would constitute a violation of its fiduciary duties under applicable Law, the Board of Directors of Acquiror may make a Modification in Recommendation. To the fullest extent permitted by applicable Law, (ix) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting shall not be affected by any Modification in Recommendation; and , (iiy) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting and submit for approval the Transaction ProposalsProposals and (z) Acquiror agrees that if the Acquiror Stockholder Approval shall not have been obtained at any such Acquiror Stockholders’ Meeting, then Acquiror shall promptly continue to take all such necessary actions, including the actions required by this Section 7.2(b), and hold additional Acquiror Stockholders’ Meetings in order to obtain the Acquiror Stockholder Approval. Acquiror shall may only adjourn the Acquiror Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval if the Acquiror Stockholder Approval would not be obtained at the Acquiror Stockholders’ Meeting if a vote was held; Approval, (ii) if for the absence of a quorum is absent; or quorum, (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 stockholders of Acquiror prior to the Acquiror Stockholders’ Meeting, (iv) as contemplated by the last sentence of Section 7.2(d), or (v) with the prior written consent of the Grosvenor Holders (not to be unreasonably conditioned, withheld, delayed or denied), in the event that, as a result of the Acquiror Share Redemptions submitted by the Acquiror Stockholders prior to the Acquiror Stockholders’ Meeting, the conditions set forth in Section 8.3(c) would not be satisfied as of the Closing; provided provided, that the Acquiror Stockholders’ Meeting will Meeting, without the prior written consent of the Grosvenor Holders, (x) may not be adjourned to a date that is (i) more than thirty (30) 20 days after the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law); or ) and (iiy) is held no later than three (3) Business Days prior to the date on which the Agreement Deadline occursExtended 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 Stockholders’ Meeting, as required by Acquiror’s Governing Documents.77