Common use of Acquiror Stockholder Approval Clause in Contracts

Acquiror Stockholder Approval. (a) As promptly as reasonably practicable following the time at which the Registration Statement is declared effective under the Securities Act, Acquiror shall duly convene and hold a meeting of its stockholders (the “Acquiror Stockholders Meeting”) in accordance with the Governing Documents of Acquiror, for the purposes of obtaining the Acquiror Stockholder Approval and, if applicable, any approvals related thereto and providing its stockholders with the opportunity to elect to effect an Acquiror Stockholder Redemption. Acquiror shall, through the Acquiror Board, recommend to its stockholders that they vote their shares of Acquiror Common Stock in favor of (a) the adoption and approval of this Agreement, the Ancillary Documents and the Transactions; (b) the issuance of Acquiror Common Stock in connection with the Merger; (c) the adoption and approval of 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 proposal that either the SEC or NYSE (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement or in correspondence related thereto; (g) 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 consummation of the Transactions; and (h) the adoption and approval of a proposal for 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 in clauses (a) through (h) together, the “Required Transaction Proposals” and such recommendation of the Acquiror Board, the “Acquiror Board Recommendation”); provided that Acquiror may postpone or adjourn the Acquiror Stockholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Acquiror has determined, based on the advice of 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 the Pre-Closing Acquiror Stockholders prior to the Acquiror Stockholders Meeting or (D) if the Pre-Closing Acquiror Stockholders have elected to redeem a number of shares of Acquiror Common Stock as of such time that would reasonably be expected to result in the condition set forth in Section 7.1(c) not being satisfied.

Acquiror Stockholder Approval. Acquiror shall (ai) As as promptly as reasonably practicable following after the time at which 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 shall Stockholders in compliance with applicable Law, (B) solely with respect to the Transaction Proposals, duly give notice of and convene and hold a meeting of its stockholders (the “Acquiror Stockholders Stockholders’ Meeting”) in accordance with the Acquiror’s Governing Documents of Acquirorand applicable Law (including Nasdaq Listing Rule 5620(b)), for a date no later than thirty (30) Business Days following the purposes date the Registration Statement is declared effective, and (C) solicit proxies from the holders of obtaining Acquiror Common Stock to vote in favor of each of the Acquiror Stockholder Approval andTransaction Proposals, if applicable, any approvals related thereto and providing (ii) provide its stockholders with the opportunity to elect to effect an Acquiror Stockholder Redemption. Acquiror shall, through the Acquiror Boardunanimous approval of its Board of Directors, recommend to its stockholders that they vote their shares the (1) the amendment and restatement of Acquiror Common Stock Acquiror’s Governing Documents, in favor of substantially the forms attached as Exhibits A and B to this Agreement (athe “Amendment Proposal”), (2) the adoption and approval of this AgreementAgreement in accordance with applicable Law and exchange rules and regulations, the Ancillary Documents and the Transactions; (b3) approval of the issuance of shares of Acquiror Class A Common Stock in connection with the Merger; , PIPE Investment and Forward Purchase Agreement, (c4) approval of the adoption by Acquiror of the Incentive Equity Plan and the ESPP described in Section 7.1(a), (5) the election of directors effective as of immediately following the Closing as contemplated by Section 7.6, (6) adoption and approval of 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 any other proposal that either proposals as the SEC or NYSE (or the respective staff members member thereof) indicates is may indicate are necessary in its comments to the Registration Statement or in correspondence related thereto; , (g7) the 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 consummation of the Transactions; transactions contemplated hereby, and (h) the adoption and approval of a proposal for the 8) 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 (a1) through (h) 8), 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 Acquiror Stockholders that they vote in favor of the Transaction Proposals (a “Modification in Recommendation”). Notwithstanding anything in this Section 8.2(b) to the contrary, if, at any time prior to obtaining the Acquiror BoardStockholder Approval, the Board of Directors of Acquiror determines in good faith, after consultation with its outside legal counsel, that in response to an Intervening Event, the failure to make a Modification in Recommendation would be inconsistent with its fiduciary duties under applicable Law, the Board of Directors of Acquiror 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 “Acquiror Board RecommendationIntervening Event Notice Period”); provided , 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 may 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, 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 Stockholders’ Meeting (Ai) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (Bii) for the absence of a quorum, quorum and (Ciii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures disclosure that Acquiror has determined, based on the advice of determined in good faith after consultation with 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 Stockholders’ Meeting; provided, that the Acquiror Stockholders’ Meeting or (Dx) if may not be adjourned to a date that is more than thirty (30) days after the Pre-Closing date for which the Acquiror Stockholders have elected Stockholders’ 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 redeem a number the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock as the opportunity to elect redemption of such time that would reasonably be expected to result shares of Acquiror Class A Common Stock in connection with the condition set forth in Section 7.1(c) not being satisfiedAcquiror Stockholders’ Meeting, as required by Acquiror’s Governing Documents.

Acquiror Stockholder Approval. Acquiror shall (a) As as promptly as reasonably practicable following the time at which after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to Acquiror shall Stockholders in compliance with applicable Law, (ii) solely with respect to the Transaction Proposals, duly give notice of and convene and hold a meeting of its stockholders (the “Acquiror Stockholders Stockholders’ Meeting”) in accordance with the Acquiror’s Governing Documents of Acquirorand Nasdaq Listing Rule 5620(b), for a date no later than 30 Business Days following the purposes date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of obtaining Acquiror Common Stock to vote in favor of each of the Acquiror Stockholder Approval andTransaction Proposals, if applicable, any approvals related thereto and providing (b) provide its stockholders with the opportunity to elect to effect an Acquiror Stockholder Redemption. Acquiror shall, through the Acquiror Boardits Board of Directors, recommend to its stockholders that they vote their shares the (A) the amendment and restatement of Acquiror Common Stock Acquiror’s certificate of incorporation, in favor of substantially the form attached as Exhibit A to this Agreement, (aB) the adoption and approval of this Agreement, the Ancillary Documents Agreement and the Transactions; Merger in accordance with applicable Law and exchange rules and regulations, (bC) 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 Merger; , PIPE Investment and Forward Purchase Agreement, as applicable, (cD) approval of the adoption by Acquiror of the Incentive Equity Plan and the ESPP described in Section 7.1, (E) adoption and approval of 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 any other proposal that either proposals as the SEC or NYSE (or the respective staff members member thereof) indicates is may indicate are necessary in its comments to the Registration Statement or in correspondence related thereto; , (gF) 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 consummation of the Transactions; transactions contemplated hereby, and (hG) 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 foregoing(such proposals in clauses (aA) through (h) G), 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 Acquiror Stockholders that they vote in favor of the Transaction Proposals (a “Modification in Recommendation”). Notwithstanding anything in this Section 8.2(b) to the contrary, if, at any time prior to obtaining the Acquiror BoardStockholder Approval, the Board of Directors of Acquiror determines in good faith, after consultation with its outside legal counsel, that in response to an Intervening Event, the failure to make a Modification in Recommendation would be inconsistent with its fiduciary duties under applicable Law, the Board of Directors of Acquiror 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 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 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 “Acquiror Board RecommendationIntervening Event Notice Period”); provided , 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 may 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 Stockholders’ Meeting (Ai) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (Bii) for the absence of a quorum, quorum and (Ciii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures disclosure that Acquiror has determined, based on the advice of determined in good faith after consultation with 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 Stockholders’ Meeting; provided, that the Acquiror Stockholders’ Meeting or (Dx) if may not be adjourned to a date that is more than 15 days after the Pre-Closing date for which the Acquiror Stockholders have elected Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three Business Days prior to redeem a number the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock as the opportunity to elect redemption of such time that would reasonably be expected to result shares of Acquiror Class A Common Stock in connection with the condition set forth in Section 7.1(c) not being satisfiedAcquiror Stockholders’ Meeting, as required by Acquiror’s Governing Documents.

Acquiror Stockholder Approval. Acquiror shall (a) As as promptly as reasonably practicable following after the time at which the Acquiror Registration Statement is declared effective under the Securities Act, (i) cause the Acquiror shall Proxy Statement to be disseminated to Acquiror Stockholders in compliance with applicable Law, (ii) solely with respect to the Transaction Proposals, duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “Acquiror Stockholders Stockholders’ Meeting”) in accordance with the Acquiror’s Governing Documents of Acquirorand Nasdaq Listing Rule 5620(b), for a date no later than thirty (30) Business Days following the purposes of obtaining date the Acquiror Stockholder Approval andRegistration Statement is declared effective, if applicableand (iii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals, any approvals related thereto and providing (b) provide its stockholders with the opportunity to elect to effect an Acquiror Stockholder Share Redemption. Acquiror shall, through the Acquiror Boardits Board of Directors, recommend to its stockholders that they vote their shares of Acquiror Common Stock in favor of the (aA) the adoption and approval of this AgreementAgreement in accordance with applicable Law and exchange rules and regulations (the “BCA Proposal”), the Ancillary Documents (B) amendment and restatement of Acquiror’s certificate of incorporation (in such form and of substance as mutually agreed to by Acquiror and the Transactions; Company), including any separate or unbundled proposals as are required to implement the foregoing (bincluding 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 Merger; Merger (cincluding the issuance of more than one percent (1%) of shares of Acquiror Common Stock to a “related party” pursuant to the rules of the Nasdaq) (the “Nasdaq Proposal”), (E) 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 Plan Proposal”), (F) adoption and approval of 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 any other proposal that either proposals as the SEC or NYSE (or the respective staff members member thereof) indicates is may indicate are necessary in its comments to the Acquiror Registration Statement or in correspondence related thereto; , (gG) 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 consummation of the Transactions; transactions contemplated hereby and (hH) 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 (h) H), together, the “Required Transaction Proposals” ”), and include such 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 Boarddescribed in the Recitals hereto, the a “Acquiror Board Modification in Recommendation”); provided . 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 Stockholders’ 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 Stockholders’ Meeting and submit for approval the Transaction Proposals 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 may postpone or only adjourn the Acquiror Stockholders Stockholders’ Meeting (Ai) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (Bii) for the absence of a quorum, quorum and (Ciii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures disclosure that Acquiror has determined, based on the advice of determined in good faith after consultation with 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 Stockholders’ Meeting; provided that the Acquiror Stockholders’ Meeting or (Dx) if may not be adjourned to a date that is more than fifteen (15) days after the Pre-Closing date for which the Acquiror Stockholders have elected Stockholders’ 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 redeem a number the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock as the opportunity to elect redemption of such time that would reasonably be expected to result shares of Acquiror Class A Common Stock in connection with the condition set forth in Section 7.1(c) not being satisfiedAcquiror Stockholders’ Meeting, as required by Acquiror’s Governing Documents.

Acquiror Stockholder Approval. (a) As Acquiror shall as promptly as reasonably practicable following the time at which after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to Acquiror shall Stockholders in compliance with applicable Law, (ii) 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 Stockholders’ Meeting”) in accordance with the Acquiror’s Governing Documents and Nasdaq Listing Rule 5620(b) for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of Acquiror, for Acquiror Common Stock to vote in favor of each of the purposes of obtaining the Acquiror Stockholder Approval and, if applicable, any approvals related thereto and providing its stockholders with the opportunity to elect to effect an Acquiror Stockholder RedemptionTransaction Proposals. Acquiror shall, through the Acquiror Boardits Board of Directors, recommend to its stockholders that they vote their shares the (A) approval of the change of Acquiror’s name to “Evolution Metals & Technologies”, (B) amendment and restatement of Acquiror’s certificate of incorporation and bylaws, in the form attached as Exhibits B and C to this Agreement (with such changes as may be agreed in writing by Acquiror Common Stock 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 proposals to implement the foregoing as are required by applicable Law or as the SEC (or staff member thereof) may indicate are necessary in favor of its comments to the Registration Statement or correspondence related thereto, (aC) the adoption and approval of this AgreementAgreement in accordance with applicable Law and exchange rules and regulations, the Ancillary Documents and the Transactions; (bD) approval of the issuance of shares of Acquiror Common Stock in connection with the Merger; , (cE) approval of the adoption by Acquiror of the Key Executive Alignment Program, (F) the election of directors effective as of the Closing as contemplated by Section 7.6, (G) adoption and approval of 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 any other proposal that either proposals as the SEC or NYSE (or the respective staff members member thereof) indicates is may indicate are necessary in its comments to the Registration Statement or in correspondence related thereto; , (gH) 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 consummation of the Transactions; transactions contemplated hereby, and (hI) 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 (h) I), 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 Acquiror Board, the Transaction Proposals (a “Acquiror Board Modification in Recommendation”); provided that . 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 Stockholders’ Meeting shall not be affected by any Acquiror Modification in Recommendation and (y) 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 may postpone or only adjourn the Acquiror Stockholders Stockholders’ Meeting (Ai) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (Bii) for the absence of a quorum, quorum and (Ciii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures disclosure that Acquiror has determined, based on the advice of determined in good faith after consultation with 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 Stockholders’ Meeting; provided, that the Acquiror Stockholders’ Meeting or (Dx) if may not be adjourned to a date that is more than fifteen (15) days after the Pre-Closing date for which the Acquiror Stockholders have elected Stockholders’ 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 redeem a number of shares of Acquiror Common Stock as of such time that would reasonably be expected to result in the condition set forth in Section 7.1(c) not being satisfiedAgreement End Date.

Acquiror Stockholder Approval. Acquiror shall (a) As as promptly as reasonably practicable following after the time at which the Acquiror Registration Statement is declared effective under the Securities Act, (i) cause the Acquiror shall Proxy Statement to be disseminated to Acquiror Stockholders in compliance with applicable Law, (ii) solely with respect to the Transaction Proposals, duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “Acquiror Stockholders Stockholders’ Meeting”) in accordance with the Acquiror’s Governing Documents of Acquirorand Nasdaq Listing Rule 5620(b), for a date no later than thirty (30) Business Days following the purposes of obtaining date the Acquiror Stockholder Approval andRegistration Statement is declared effective, if applicableand (iii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals, any approvals related thereto and providing (b) provide its stockholders with the opportunity to elect to effect an Acquiror Stockholder Share Redemption. Acquiror shall, through the Acquiror Boardits Board of Directors, recommend to its stockholders that they vote their shares of Acquiror Common Stock in favor of the (aA) the adoption and approval of this AgreementAgreement in accordance with applicable Law and exchange rules and regulations (the “BCA Proposal”), the Ancillary Documents (B) amendment and restatement of Acquiror’s certificate of incorporation (in such form and of substance as mutually agreed to by Acquiror and the Transactions; Company), including any separate or unbundled proposals as are required to implement the foregoing (bincluding 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 Merger; Merger (cincluding the issuance of more than one percent (1%) of shares of Acquiror Common Stock to a “related party” pursuant to the rules of the Nasdaq) (the “Nasdaq Proposal”), (E) 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 Plan Proposal”), (F) adoption and approval of 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 any other proposal that either proposals as the SEC or NYSE (or the respective staff members member thereof) indicates is may indicate are necessary in its comments to the Acquiror Registration Statement or in correspondence related thereto; , (gG) 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 consummation of the Transactions; transactions contemplated hereby and (hH) 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 (h) H), together, the “Required Transaction Proposals” ”), and include such 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 Boarddescribed in the Recitals hereto, the a “Acquiror Board Modification in Recommendation”); provided . 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 Stockholders’ 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 Stockholders’ Meeting and submit for approval the Transaction Proposals 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 may postpone or only adjourn the Acquiror Stockholders Stockholders’ Meeting (Ai) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (Bii) for the absence of a quorum, quorum and (Ciii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures disclosure that Acquiror has determined, based on the advice of determined in good faith after consultation with 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 Stockholders’ Meeting; provided that the Acquiror Stockholders’ Meeting or (Dx) if may not be adjourned to a date that is more than fifteen (15) days after the Pre-Closing date for which the Acquiror Stockholders have elected Stockholders’ 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 redeem a number the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock as the opportunity to elect redemption of such time that would reasonably be expected to result shares of Acquiror Class A Common Stock in connection with the condition set forth in Section 7.1(c) not being satisfiedAcquiror Stockholders’ Meeting, as required by Acquiror’s Governing Documents.

Acquiror Stockholder Approval. Acquiror shall (ai) As as promptly as reasonably practicable following the time at which after the Registration Statement is declared effective under the Securities Act, (x) cause the Proxy Statement/Registration Statement to be disseminated to the Acquiror shall Stockholders in compliance with applicable Law, (y) duly give notice of and convene and hold a meeting of its stockholders the Acquiror Stockholders (the “Acquiror Stockholders Stockholders’ Meeting”) in accordance with the Acquiror’s Governing Documents and Nasdaq Listing Rule 5620(b) for a date no later than 30 days following the date on which the Registration Statement is declared effective under the Securities Act and (z) solicit proxies from the holders of AcquirorAcquiror Common Shares to vote in favor of each of the Transaction Proposals, for the purposes of obtaining and (ii) provide the Acquiror Stockholder Approval and, if applicable, any approvals related thereto and providing its stockholders Stockholders with the opportunity to elect to effect an Acquiror Stockholder Share Redemption. Acquiror shall, through the Acquiror Boardits Board of Directors, recommend to its stockholders that they vote their shares the Acquiror Stockholders: (A) the approval of the Acquiror Common Stock in favor of Restated Charter, including any separate or unbundled proposals as are required to implement the foregoing; (aB) the adoption and approval of this AgreementAgreement and the transactions contemplated hereby in accordance with applicable Law, the Ancillary Acquiror’s Governing Documents and the TransactionsNasdaq rules; (bC) the approval of the issuance of Acquiror Common Stock Shares in connection with the MergerMerger and the PIPE Investment in accordance with applicable Law, Acquiror’s Governing Documents and Nasdaq rules; (cD) the approval of the EIP; (E) the election of directors effective as of the Closing as contemplated by Section 8.6(a); (F) the adoption and approval of 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 any other proposal that either proposals as the SEC or NYSE (or the respective staff members member thereof) indicates is may indicate are necessary in its comments to the Proxy Statement/Registration Statement or in correspondence related thereto; (gG) 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 consummation of the Transactionstransactions contemplated hereby; and (hH) 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 described in the foregoing clauses (aA) through (h) I), together, the “Required Transaction Proposals” ”), and include such recommendation in the Proxy Statement. The Acquiror Board shall not, and shall not publicly propose to, withhold, withdraw, amend, qualify or modify its recommendation to the Acquiror Stockholders that they vote in favor of the Acquiror Board, the “Acquiror Board Recommendation”); provided that Transaction Proposals. Acquiror may postpone or adjourn the Acquiror Stockholders Stockholders’ Meeting (A1) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder ApprovalApproval if the Acquiror Stockholder Approval shall not have been obtained at the Acquiror Stockholders’ Meeting, (B2) for the absence of if a quorumquorum is absent, or (C3) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures disclosure that Acquiror has determined, based on the advice of determined in good faith after consultation with 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 Stockholders’ Meeting; provided that, without the prior written consent of the Company, the Acquiror Stockholders’ Meeting will not be adjourned to a date that is (I) more than 15 Business Days after the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) or (DII) if later than three (3) Business Days prior to the Pre-Closing Acquiror Stockholders have elected to redeem a number of shares of Acquiror Common Stock as of such time that would reasonably be expected to result in the condition set forth in Section 7.1(c) not being satisfiedOutside Date.

Acquiror Stockholder Approval. Acquiror shall (a) As as promptly as reasonably practicable following confirmation by the time at which SEC that the Registration SEC has no further comments to the Proxy Statement, (i) cause the Proxy Statement is declared effective under to be disseminated to Acquiror Stockholders in compliance with applicable Law, (ii) solely with respect to the Securities Actfollowing clause (1), Acquiror shall duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “Acquiror Stockholders Stockholders’ Meeting”) in accordance with the Acquiror’s Governing Documents of Acquirorand Nasdaq Listing Rule 5620(b), for a date no later than thirty (30) Business Days following the purposes mailing of obtaining the Proxy Statement to the Acquiror Stockholder Approval andStockholders, if applicableand (iii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals, any approvals related thereto and providing (b) provide its stockholders with the opportunity to elect to effect an Acquiror Stockholder Share Redemption. Acquiror shall, through the Acquiror Boardits Board of Directors, recommend to its stockholders that they vote their shares the (A) approval of the change of Acquiror’s name to “Force Pressure Control Corp.”, (B) the adoption and approval of the Acquiror Common Stock Charter and the Acquiror Bylaws (with such additional changes as may be agreed in favor of writing by Acquiror and the Company), including any separate or unbundled proposals as are required to implement the foregoing, (aC) the adoption and approval of this AgreementAgreement in accordance with applicable Law and exchange rules and regulations, the Ancillary Documents and the Transactions; (bD) approval of the issuance of shares of Acquiror Common Stock in connection with the Merger; Transactions and any financing arrangement made by the Acquiror and the Company in connection with the Transactions prior to the Closing, (cE) approval of the adoption by Acquiror of the equity plan described in Section 7.1(a), (F) the election of directors effective as of the Closing as contemplated by Section 7.6, (G) adoption and approval of 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 any other proposal that either proposals as the SEC or NYSE (or the respective staff members member thereof) indicates is may indicate are necessary in its comments to the Registration Proxy Statement or in correspondence related thereto; , (gH) 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 consummation of the Transactions; transactions contemplated hereby, and (hI) 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 (h) I), together, the “Required Transaction Proposals” ”), and include such recommendation of in the Acquiror BoardProxy Statement, with such changes as mutually agreed to by the “Acquiror Board Recommendation”); provided that parties hereto. Acquiror may postpone or only adjourn the Acquiror Stockholders Stockholders’ Meeting (Ai) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (Bii) for the absence of a quorum, quorum and (Ciii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures disclosure that Acquiror has determined, based on the advice of determined in good faith after consultation with 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 Stockholders’ Meeting; provided, that the Acquiror Stockholders’ Meeting or (Dx) if may not be adjourned to a date that is more than fifteen (15) days after the Pre-Closing date for which the Acquiror Stockholders have elected Stockholders’ 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 redeem a number the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock as the opportunity to elect redemption of such time that would reasonably be expected to result shares of Acquiror Class A Common Stock in connection with the condition set forth in Section 7.1(c) not being satisfied.Acquiror Stockholders’ Meeting, as required by Acquiror’s Governing Documents. 72

Acquiror Stockholder Approval. (a) As Acquiror shall as promptly as reasonably practicable following the time at which after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to Acquiror shall Stockholders in compliance with applicable Law, (ii) 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 Stockholders’ Meeting”) in accordance with the Acquiror’s Governing Documents and Nasdaq Listing Rule 5620(b) or Section 710 of Acquirorthe NYSE Listing Rules, as applicable, for a date no later than thirty (30) Business Days following the purposes date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of obtaining Acquiror Common Stock to vote in favor of each of the Acquiror Stockholder Approval and, if applicable, any approvals related thereto and providing its stockholders with the opportunity to elect to effect an Acquiror Stockholder RedemptionTransaction Proposals. Acquiror shall, through the Acquiror Boardits Board of Directors, recommend to its stockholders that they vote their shares the (A) approval of the change of Acquiror’s name to “WeWork Inc.”, (B) amendment and restatement of Acquiror’s certificate of incorporation and bylaws, in the form attached as Exhibits A and B to this Agreement (with such changes as may be agreed in writing by Acquiror Common Stock 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 proposals to implement the foregoing as are required by applicable Law or as the SEC (or staff member thereof) may indicate are necessary in favor of its comments to the Registration Statement or correspondence related thereto, (aC) the adoption and approval of this AgreementAgreement in accordance with applicable Law and exchange rules and regulations, the Ancillary Documents and the Transactions; (bD) approval of the issuance of shares of Acquiror Common Stock in connection with the Merger; , (cE) 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, as applicable, if required under such rules or the Subscription Agreements with the applicable PIPE Investors, (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 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 any other proposal that either proposals as the SEC or NYSE (or the respective staff members member thereof) indicates is may indicate are necessary in its comments to the Registration Statement or in correspondence related thereto; , (gI) 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 consummation of the Transactions; transactions contemplated hereby, and (hJ) 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 (h) J), 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 Acquiror Board, the Transaction Proposals (an “Acquiror Board Modification in Recommendation”); provided that . 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 Stockholders’ Meeting shall not be affected by any Acquiror Modification in Recommendation and (y) 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 may postpone or only adjourn the Acquiror Stockholders Stockholders’ Meeting (Ai) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (Bii) for the absence of a quorum, quorum and (Ciii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures disclosure that Acquiror has determined, based on the advice of determined in good faith after consultation with 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 Stockholders’ Meeting; provided, that the Acquiror Stockholders’ Meeting or (Dx) if may not be adjourned to a date that is more than fifteen (15) days after the Pre-Closing date for which the Acquiror Stockholders have elected Stockholders’ 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 redeem a number the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock as the opportunity to elect redemption of such time that would reasonably be expected to result shares of Acquiror Class A Common Stock in connection with the condition set forth in Section 7.1(c) not being satisfiedAcquiror Stockholders’ Meeting, as required by Acquiror’s Governing Documents.

Acquiror Stockholder Approval. Acquiror shall (ai) As as promptly as reasonably practicable following the time at which after the Registration Statement is declared effective under the Securities Act, (A) cause the Proxy Statement to be disseminated to Acquiror shall 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 Stockholders’ Meeting”) in accordance with the Acquiror’s Governing Documents and Section 312.03 of Acquiror, the NYSE Listing Rules for a date no later than thirty (30) Business Days following the purposes date the Registration Statement is declared effective; and (C) solicit proxies from the holders of obtaining Acquiror Common Stock to vote in favor of each of the Acquiror Stockholder Approval and, if applicable, any approvals related thereto Transaction Proposals; and providing (ii) provide its stockholders with the opportunity to elect to effect an Acquiror Stockholder Share Redemption. Acquiror shall, through the Acquiror Boardits Board of Directors, recommend to its stockholders that they vote their shares 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 Common Stock in favor 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”; (aB) the adoption and approval of this Agreement, the Ancillary Documents Agreement in accordance with applicable Law and the Transactionsexchange rules and regulations; (bC) approval of the issuance of shares of Acquiror Common Stock in connection with the MergerMergers and pursuant to the rules of the NYSE as contemplated by the Subscription Agreements with the applicable PIPE Investors; (cD) approval of the adoption by Acquiror of the Incentive Equity Plan and ESPP described in Section 7.1; (E) adoption and approval of 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 any other proposal that either proposals as the SEC or NYSE (or the respective staff members member thereof) indicates is may indicate are necessary in its comments to the Registration Statement or in correspondence related thereto; (gF) 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 consummation of the Transactionstransactions contemplated hereby; and (hG) 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 (h) G), 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 withdrawal, amendment, qualification or modification of its recommendation to the stockholders of Acquiror Boarddescribed in the Recitals hereto, the a “Acquiror Board Modification in 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 postpone or 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 Stockholders’ Meeting (Ai) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, Approval if the Acquiror Stockholder Approval would not be obtained at the Acquiror Stockholders’ Meeting if a vote was held; (Bii) for the absence of if a quorum, quorum is absent; or (Ciii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures disclosure that Acquiror has determined, based on the advice of determined in good faith after consultation with 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 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 (Dii) if later than three (3) Business Days prior to the Pre-Closing date on which the Agreement Deadline occurs. Acquiror Stockholders have elected to redeem a number agrees that it shall provide the holders of shares of Acquiror Class A Common Stock as the opportunity to elect redemption of such time that would reasonably be expected to result shares of Acquiror Class A Common Stock in connection with the condition set forth in Section 7.1(c) not being satisfiedAcquiror Stockholders’ Meeting, as required by Acquiror’s Governing Documents.

Acquiror Stockholder Approval. (a) As Acquiror shall as promptly as reasonably practicable following the time at which after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to Acquiror shall Stockholders in compliance with applicable Law, (ii) duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “Acquiror Stockholders Stockholders’ Meeting”) in accordance with the Acquiror’s Governing Documents and Nasdaq Listing Rule 5620(b) for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of Acquiror, for Acquiror Common Stock to vote in favor of each of the purposes of obtaining the Acquiror Stockholder Approval and, if applicable, any approvals related thereto and providing its stockholders with the opportunity to elect to effect an Acquiror Stockholder RedemptionTransaction Proposals. Acquiror shall, through the Acquiror Boardits Board of Directors, recommend to its stockholders that they vote their shares the (A) approval of the change of Acquiror’s name to “WaveTech Group, Inc.”, (B) amendment and restatement of Acquiror’s certificate of incorporation and bylaws, in the form attached as Exhibits B and C to this Agreement (with such changes as may be agreed in writing by Acquiror Common Stock 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 proposals to implement the foregoing as are required by applicable Law or as the SEC (or staff member thereof) may indicate are necessary in favor of its comments to the Registration Statement or correspondence related thereto, (aC) the adoption and approval of this AgreementAgreement in accordance with applicable Law and exchange rules and regulations, the Ancillary Documents and the Transactions; (bD) approval of the issuance of shares of Acquiror Common Stock in connection with the Merger; , (cE) approval of the adoption by Acquiror of the Key Executive Alignment Program, (F) the election of directors effective as of the Closing as contemplated by Section 7.6, (G) adoption and approval of 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 any other proposal that either proposals as the SEC or NYSE (or the respective staff members member thereof) indicates is may indicate are necessary in its comments to the Registration Statement or in correspondence related thereto; , (gH) 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 consummation of the Transactions; transactions contemplated hereby, and (hI) 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 (h) I), 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 Acquiror Board, the Transaction Proposals (a “Acquiror Board Modification in 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 its outside legal counsel, that the failure to make an Acquiror Modification in Recommendation would result in a breach of its fiduciary duties under applicable Law, Acquiror or the board of directors of Acquiror may, prior to obtaining the Acquiror Stockholder Approval, make an Acquiror 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 Stockholders’ Meeting shall not be affected by any Acquiror Modification in Recommendation and (y) 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 may postpone or only adjourn the Acquiror Stockholders Stockholders’ Meeting (Ai) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (Bii) for the absence of a quorum, quorum and (Ciii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures disclosure that Acquiror has determined, based on the advice of determined in good faith after consultation with 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 Stockholders’ Meeting; provided, that the Acquiror Stockholders’ Meeting or (Dx) if may not be adjourned to a date that is more than fifteen (15) days after the Pre-Closing date for which the Acquiror Stockholders have elected Stockholders’ 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 redeem a number of shares of Acquiror Common Stock as of such time that would reasonably be expected to result in the condition set forth in Section 7.1(c) not being satisfied.Agreement End Date. 72

Acquiror Stockholder Approval. Acquiror shall (a) As as promptly as reasonably practicable following the time at which after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to Acquiror shall Stockholders in compliance with applicable Law, (ii) duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “Acquiror Stockholders Stockholders’ Meeting”) in accordance with the Acquiror Governing Documents and Section 710 of Acquirorthe NYSE Listing Rules or Nasdaq Listing Rule 5620(b), as applicable, for a date no later than thirty (30) Business Days following the purposes date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of obtaining Acquiror Common Stock to vote in favor of each of the Acquiror Stockholder Approval andTransaction Proposals, if applicable, any approvals related thereto and providing (b) provide its stockholders with the opportunity to elect to effect an Acquiror Stockholder Share Redemption. Acquiror shall, through the Acquiror Boardits Board of Directors (subject to Section 7.2(d)), recommend to its stockholders that they vote their shares the (A) approval of Acquiror Common Stock the Merger and the transactions contemplated thereby, including the amendment and restatement of GCM PubCo’s certificate of incorporation as set forth in favor of the Surviving Corporation Charter, (aB) the adoption and approval of this AgreementAgreement in accordance with applicable Law and exchange rules and regulations, the Ancillary Documents and the Transactions; (bC) approval of the issuance of Acquiror shares of Surviving Corporation Common Stock in connection with the Merger; Transactions, (cD) 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 applicable, (E) approval of the adoption by Acquiror of the equity plans described in Section 6.1, (F) the election of directors effective as of the Closing as contemplated by Section 5.7, (G) adoption and approval of 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 any other proposal that either proposals as the SEC or NYSE (or the respective staff members member thereof) indicates is may indicate are necessary in its comments to the Registration Statement or in correspondence related thereto; , (gH) the 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 consummation of the Transactions; Transactions and (hI) 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 (h) I), together, the “Required Transaction Proposals” ”), and include such recommendation in the Proxy Statement. 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 Boardin Section 7.2(c)(v), the a “Acquiror Board Modification in Recommendation”); provided . 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 Stockholders’ 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 Stockholders’ Meeting and submit for approval the Transaction Proposals 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 may postpone or only adjourn the Acquiror Stockholders Stockholders’ Meeting (Ai) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (Bii) for the absence of a quorum, (Ciii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures disclosure that Acquiror has determined, based on the advice of determined in good faith after consultation with 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 stockholders of Acquiror prior to the Pre-Closing 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 or (D) if Stockholders’ Meeting, the Pre-Closing Acquiror Stockholders have elected to redeem a number of shares of Acquiror Common Stock as of such time that would reasonably be expected to result in the condition conditions set forth in Section 7.1(c8.3(c) would not being satisfied.be satisfied as of the Closing; provided, that the Acquiror Stockholders’ Meeting, without the prior written consent of the Grosvenor Holders, (x) may not be adjourned to a date that is more than 20 days after the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) is held no later than three (3) Business Days prior to the Agreement Extended End Date. 77

Acquiror Stockholder Approval. Acquiror shall (ai) As as promptly as reasonably practicable following the time at which after the Registration Statement is declared effective under the Securities Act, (x) cause the Proxy Statement to be disseminated to Acquiror shall Stockholders in compliance with applicable Law, (y) duly give notice of and convene and hold a meeting of its stockholders the Acquiror Stockholders (the “Acquiror Stockholders Stockholders’ Meeting”) in accordance with the Acquiror’s Governing Documents and Nasdaq Listing Rule 5620(b) for a date no later than 30 Business Days following the date on which the Registration Statement is declared effective under the Securities Act and (z) solicit proxies from the holders of AcquirorAcquiror Common Stock to vote in favor of each of the Transaction Proposals, for the purposes of obtaining and (ii) provide the Acquiror Stockholder Approval and, if applicable, any approvals related thereto and providing its stockholders Stockholders with the opportunity to elect to effect an Acquiror Stockholder Share Redemption. Acquiror shall, through the Acquiror Boardits Board of Directors, recommend to its stockholders that they vote their shares the Acquiror Stockholders: (A) the amendment and restatement of Acquiror’s Governing Documents, in the form attached as Exhibit E and Exhibit F, respectively (as may be subsequently amended by mutual written agreement of the Company and Acquiror Common Stock in favor at any time before the effectiveness of the Registration Statement) (athe “Binding Charter Proposal”), including any separate or unbundled non-binding advisory proposals as are required by SEC rules to implement the foregoing (such non-binding advisory proposals, the “Advisory Charter Proposal”), (B) the adoption and approval of this AgreementAgreement in accordance with applicable Law and Nasdaq rules, (C) the Ancillary Documents and the Transactions; (b) approval of the issuance of Acquiror Common Stock in connection with the Merger; Merger and the PIPE Investment in accordance with applicable Law and Nasdaq rules, (cD) the approval of the adoption by Acquiror of the LTIP and the ESPP, (E) the election of directors effective as of the Closing as contemplated by Section 8.6, (F) the adoption and approval of 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 any other proposal that either proposals as the SEC or NYSE (or the respective staff members member thereof) indicates is may indicate are necessary in its comments to the Registration Statement or in correspondence related thereto; , (gG) 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 consummation of the Transactions; transactions contemplated hereby and (hH) 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 (the “Adjournment Proposal”) (such proposals described in the foregoing clauses (aA) through (h) H), together, the “Required Transaction Proposals” ”), and include such recommendation in the Proxy Statement. The Acquiror Board shall not withdraw, amend, qualify or modify its recommendation to the Acquiror Stockholders that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of any of the Acquiror BoardBoard Actions, the a “Acquiror Board Modification in Recommendation”); provided that . 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 may postpone or Stockholders’ 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 Stockholders’ Meeting and submit for approval the Transaction Proposals. Acquiror shall adjourn the Acquiror Stockholders Stockholders’ Meeting (Ai) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder ApprovalApproval if the Acquiror Stockholder Approval shall not have been obtained at the Acquiror Stockholders’ Meeting (provided that approval of the Adjournment Proposal shall have been obtained), (Bii) for the absence of if a quorumquorum is absent, or (Ciii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures disclosure that Acquiror has determined, based on the advice of determined in good faith after consultation with 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 Stockholders’ Meeting; provided that the Acquiror Stockholders’ Meeting will not be adjourned to a date that is (x) more than 30 days after the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) or (Dy) if later than five Business Days prior to the Pre-Closing date on which the Outside Deadline occurs. Acquiror Stockholders have elected to redeem a number of shares agrees that it shall provide the holders of Acquiror Common Class A Stock as the opportunity to elect redemption of such time that would reasonably be expected to result Acquiror Class A Stock in connection with the condition set forth in Section 7.1(c) not being satisfied.Acquiror Stockholders’ Meeting, as required by Acquiror’s Governing Documents. 76