Common use of Company Shareholder Approval Clause in Contracts

Company Shareholder Approval. (i) As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. (ii) The Company shall send the Proxy/Registration Statement and the meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the board of directors of the Company (the “Company Board”) has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation.

Company Shareholder Approval. (ia) As promptly Following the execution of this Agreement, Company shall take, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Company, all action necessary to convene a special meeting of its shareholders as soon as reasonably practicable after the Proxy/Registration Statement is declared effective under by the Securities ActSEC to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and, and on a date no later than twenty (20) Business Days following such effectivenessif mutually agreed, the Company shall (A) solicit and obtain the Company Shareholder Approval any other matters required to be approved by way of passing a resolution Company’s shareholders in order to permit consummation of the Company Shareholders by written means in accordance with Merger and the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act), and on a date no later than twenty (20) Business Days following such effectivenessshall, for subject to Section 5.09 and the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor last sentence of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will Section 5.04(a), use its reasonable best efforts to (A) solicit from such approval by such shareholders. Subject to Section 5.09 and the last sentence of this Section 5.04(a), Company shall use its shareholders written consents and/or proxies in favor of reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger and (B) obtain the other transactions contemplated hereby, and shall ensure that the Company Shareholder Approval Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance with the MBCA, the Articles of Incorporation and Bylaws of Company and all other applicable Law and legal requirements. Except with the Company’s Governing Documents (including if necessary any adjournment or postponement prior approval of such meeting Buyer, no other matters shall be submitted for the purpose approval of establishing a quorum). The Company (y) shall set the date of shareholders at the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn Meeting. If the Company Shareholders’ Meeting without Board changes the prior written consent of Acquiror (which consent Company Recommendation in accordance with Section 5.09, Company shall not be unreasonably withheld, conditioned required to use its reasonable best efforts to solicit shareholders to approve this Agreement and the transactions contemplated hereby (including the Merger) or delayed)to use its reasonable best efforts to obtain the Requisite Shareholder Approval to consummate the Merger; provided, however, that notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the Company may adjourn Meeting shall be convened and this Agreement shall be submitted to the shareholders of Company at the Company Shareholders’ Meeting Meeting, for a period not exceeding sixteen the purpose of voting on the approval of this Agreement and the transactions contemplated hereby (16) days without including the consent Merger), and nothing contained herein shall be deemed to relieve Company of the Acquirorsuch obligation. (iib) The Except to the extent provided otherwise in Section 5.09, the Company Board shall at all times prior to and during the Company Meeting recommend approval by the shareholders of Company of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Company’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “Company Recommendation”) and shall not make a Company Subsequent Determination and the Proxy Statement-Prospectus shall include the Company Recommendation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Company Shareholder Approval, Company will not adjourn or postpone the Company Meeting. Company shall send the Proxy/Registration Statement and the meeting materials keep Buyer updated with respect to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders proxy solicitation results in connection with the Company Shareholders’ Meeting as reasonably requested by Buyer. (c) Company shall adjourn or postpone the Company Meeting, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a statement quorum necessary to conduct the business of such meeting, or if on the date of such meeting Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Shareholder Approval. Company shall only be required to adjourn or postpone the Company Meeting three (3) times pursuant to the effect that the board first sentence of directors of the Company (the “Company Board”) has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendationthis Section 5.04(c).

Company Shareholder Approval. (i) As promptly as reasonably practicable after Following the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectivenessexecution of this Agreement, the Company shall take, in accordance with applicable law and its Articles of Incorporation and Code of Regulations, all action necessary to convene a meeting of its shareholders as promptly as practicable (Aand in any event within forty-five (45) solicit days following the time when the Registration Statement becomes effective, subject to extension with the consent of Buyer, which shall not unreasonably be withheld, conditioned or delayed) to consider and obtain vote upon the Company Shareholder Approval approval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matter required to be approved by way of passing a resolution the shareholders of the Company Shareholders by written means in accordance with order to consummate the Singapore Companies Act (Merger and the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Shareholders’ Meeting”). (ii) Subject to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities ActSection 6.5 hereof, and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will shall use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and requisite vote of the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for shareholders to consummate the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror Merger and the Company, acting reasonablyother transactions contemplated hereby, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, ensure that the Company may adjourn Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. (ii) The Company shall send the Proxy/Registration Statement and the meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to are solicited in compliance with the effect that OGCL, the board Articles of directors Incorporation of the Company and the Code of Regulations of the Company, and all other applicable legal requirements. The Company shall keep Buyer updated with respect to the proxy solicitation results in connection with the Company Meeting as reasonably requested by Buyer. (iii) Subject to Section 6.5 hereof, (A) the Company Board shall recommend that the Company’s shareholders vote to approve this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by the Company’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “Company BoardRecommendation”), and (B) has unanimously recommended that the Proxy Statement/Prospectus shall include the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation.

Company Shareholder Approval. (i) As promptly as reasonably practicable after Following the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectivenessexecution of this Agreement, the Company shall take, in accordance with applicable law, applicable rules of NASDAQ and its Certificate of Incorporation and Bylaws, all action necessary to convene a meeting of its shareholders as promptly as practicable (Aand in any event within forty-five (45) solicit days following the time when the Registration Statement becomes effective, subject to extension with the consent of Buyer) to consider and obtain vote upon the Company Shareholder Approval approval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matter required to be approved by way of passing a resolution the shareholders of the Company Shareholders by written means in accordance with order to consummate the Singapore Companies Act (Merger and the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Shareholders’ Meeting”). (ii) Subject to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities ActSection 6.5 hereof, and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will shall use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and requisite vote of the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for shareholders to consummate the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror Merger and the Company, acting reasonablyother transactions contemplated hereby, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, ensure that the Company may adjourn Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. (ii) The Company shall send the Proxy/Registration Statement and the meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to are solicited in compliance with the effect that NYBCL, the board Certificate of directors Incorporation of the Company and the Bylaws of the Company, and all other applicable legal requirements. The Company shall keep Buyer updated with respect to the proxy solicitation results in connection with the Company Meeting as reasonably requested by Buyer. (iii) Subject to Section 6.5 hereof, (A) the Company Board shall recommend that the Company’s shareholders vote to approve this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by the Company’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “Company BoardRecommendation”), and (B) has unanimously recommended that the Joint Proxy Statement/Prospectus shall include the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation.

Company Shareholder Approval. (ia) As promptly as reasonably practicable after (and in any event within two (2) Business Days) following the Proxy/date on which the Registration Statement / Proxy Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Shareholder Written ResolutionConsent Deadline”), or the Company shall obtain and deliver to ARYA a true and correct copy of the adoption and approval of this Agreement and the transactions contemplated hereby by the Company Shareholders acting by written consent in lieu of a meeting (Bin form and substance reasonably satisfactory to ARYA) (the “Company Shareholder Written Consent”) that is duly executed and delivered by the Company Shareholders that hold (i) in the event aggregate, the requisite number and type of Company Shares as are required for the approval and adoption of this Agreement, the Ancillary Documents to which the Company is not able to obtain or will be a party and the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene transactions contemplated hereby and hold a meeting thereby (including the Mergers and the termination of the Company Shareholders (including any adjournment thereofAgreements), in each case, in accordance with the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities ActDGCL, and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of and the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror Shareholders Agreements and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. (ii) The Company shall send the Proxy/Registration Statement and the meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the board of directors of the Company (the “Company Board”) has unanimously recommended that the Company Shareholders vote Requisite Preferred Majority in favor of the approval and adoption of the Company Preferred Shares Conversion (clause (i) and (ii), collectively, the “Requisite Company Shareholder Approval Approval”). The Company, through the unanimous approval of the Company Board, shall recommend to the holders of Company Shares the approval and adoption of this Agreement, the Ancillary Documents to which the Company is or will be a party and the transactions contemplated hereby and thereby (such statementincluding the Mergers, the Company Preferred Shares Conversion and the termination of the Company Shareholders Agreements) (the “Company Board Recommendation”). (b) and neither Promptly following the receipt of the Company Board nor Shareholder Written Consent, and in any committee thereof event within five (5) Business Days thereof, the Company shall withholdprepare and deliver to each Company Shareholder who has not executed and delivered the Company Shareholder Written Consent an information statement, withdrawin form and substance required under the DGCL in connection with the Company Merger and otherwise reasonably satisfactory to ARYA, qualifywhich information statement shall include (i) copies of this Agreement and the Registration Statement / Proxy Statement, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, (ii) the Company Board Recommendation, (iii) a description of any dissenters’ rights of the Company Shareholders available under Section 262 of the DGCL and any other disclosure with respect to dissenters’ rights required by applicable Law and (iv) in accordance with the requirements of Section 228(e) of the DGCL, notice to any Company Shareholder who has not executed and delivered the Company Shareholder Written Consent of the corporate action by those Company Shareholders who did execute the Company Shareholder Written Consent. Prior to the ARYA Merger Effective Time, the Company shall use commercially reasonable efforts to obtain a written consent from each Company Shareholder who has not previously delivered the Company Shareholder Written Consent in respect of such Company Shareholder’s approval and adoption of this Agreement, the Ancillary Documents to which the Company is or will be a party, the transactions contemplated hereby and thereby (including the Mergers).

Company Shareholder Approval. (i) As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx Acquiror and the Company. The Company will use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. (ii) The Company shall send the Proxy/Registration Statement Statement, the Amalgamation Proposal and the meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the board of directors of the Company (the “Company Board”) has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation.

Company Shareholder Approval. (i) As The Company shall, as promptly as reasonably practicable after following the ProxyProxy Statement/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date forProspectus Clearance Date, duly call, give notice of, convene of and hold a special meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Special Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor approval of the Company Shareholder Approval and Matters, which meeting shall be held not more than thirty (B30) obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days days after the ProxyProxy Statement/Registration Statement is declared effective or such other date as may be agreed by Acquiror Prospectus Clearance Date and in any event prior to the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without Outside Date. Without the prior written consent of Acquiror SPAC (which such consent shall not to be unreasonably withheld, conditioned or delayed), the Company Shareholder Matters shall be the only matters (other than procedural matters) which the Company shall propose to be acted on by the Company Shareholders at the Company Special Meeting; provided, howeverthat, notwithstanding the foregoing, the Company may propose other matters to be acted on by the Company Shareholders at the Company Special Meeting if it reasonably determines that such other matters are reasonably necessary in order to consummate the Transactions. The Company shall use commercially reasonable efforts to obtain the approval of the Company Shareholder Matters at the Company Special Meeting, including by soliciting proxies as promptly as practicable in accordance with applicable Legal Requirements for the purpose of seeking the approval of the Company Shareholder Matters. Subject to the proviso in the immediately following sentence, the Company shall make the Company Recommendation to the Company Shareholders at the appropriate time prior to or during the Company Special Meeting. The Company Board shall not (and no committee or subgroup of the Company Board shall) make a Change in Recommendation; provided, that the Company Board may adjourn the Company Shareholders’ Meeting for make a period not exceeding sixteen (16) days without the consent of the Acquiror. (ii) The Company shall send the Proxy/Registration Statement and the meeting materials Change in Recommendation prior to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the board of directors of the Company (the “Company Board”) has unanimously recommended that the Company Shareholders vote in favor receipt of the Company Shareholder Approval (such statementif it is required to do so by their fiduciary duties under Israeli Law; provided, the “Company Board Recommendation”) and neither further, that even if the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modifymakes a Change in Recommendation in accordance with this Section 7.3, the Company Board Recommendationshall still hold the Company Special Meeting, and the Company shall comply with its obligations in the first two (2) sentences of this Section 7.3.

Company Shareholder Approval. ​ (ia) As promptly The Company agrees to take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to convene as soon as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Actbecomes effective, and on a date no later than twenty special meeting of its shareholders (20) Business Days following such effectivenessincluding any adjournment or postponement, the “Company shall (AMeeting”) solicit to consider and to obtain the Company Shareholder Approval Approval. Except with the prior written consent of First Foundation, no other matters shall be submitted for the approval of the Company’s shareholders at the Company Meeting. The Company Board shall at all times prior to and during such Company Meeting recommend such approval and shall use its reasonable best efforts to solicit such approval and shall not (x) withdraw, modify or qualify in any manner adverse to First Foundation such recommendation or (y) take any other action or make any other public statement in connection with the Company Meeting inconsistent with such recommendation (collectively, a “Change in Recommendation”), except as and to the extent permitted by way of passing a resolution Section 6.02(b). Notwithstanding any Change in Recommendation, unless this Agreement is terminated by the Company pursuant to Section 8.01(h), this Agreement shall be submitted to the shareholders of the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event at the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, Meeting for the purpose of obtaining the Company Shareholder Approval Approval. In addition to the foregoing, unless this Agreement is terminated by the Company pursuant to Section 8.01(h), the Company shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. ​ (including any adjournment of such meeting for b) Notwithstanding the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx foregoing, the Company and the Company. The Company will use its reasonable best efforts Board shall be permitted to effect a Change in Recommendation if and only to the extent that: ​ (Ai) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and (B) obtain the Company Shareholder Approval shall have complied in compliance all material respects with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed)Section 6.08; provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror.​ (ii) The Company shall send the Proxy/Registration Statement and the meeting materials to the Company Shareholders which Board, after consulting with its outside counsel and financial advisor, shall seek the Company Shareholder Approval have determined in good faith that failure to do so would reasonably be expected to result in a breach of its fiduciary duties under applicable Law; and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the board of directors of the Company ​ (the “Company Board”iii) has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither if the Company Board nor any committee thereof intends to effect a Change in Recommendation following receipt of an Acquisition Proposal, (A) the Company Board shall withholdhave concluded in good faith, withdrawafter giving effect to all of the adjustments which may be offered by First Foundation pursuant to clause (C) below, qualifythat such Acquisition Proposal constitutes a Superior Proposal, amend or modify(B) the Company shall notify First Foundation, or publicly propose or resolve at least five (5) Business Days in advance, of its intention to withholdeffect a Change in Recommendation in response to such Superior Proposal (including the identity of the party making such Acquisition Proposal) and furnish to First Foundation all the material terms and conditions of such proposal, withdraw, qualify, amend or modifyand (C) prior to effecting such a Change in Recommendation, the Company Board Recommendationshall, and shall cause its financial and legal advisors to, during the period following the Company’s delivery of the notice referred to in clause (B) above, negotiate with First Foundation in good faith for a period of up to five (5) Business Days (to the extent First Foundation desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal. ​ It is understood that and agreed that any amendment or modification to the financial or other material terms of the Acquisition Proposal giving rise to the Company’s notice of a Superior Proposal shall constitute a new Acquisition Proposal giving rise to a new obligation to provide notice and a new five (5) Business Day response period for First Foundation, consequently extending the periods referenced in Sections 6.02(b)(iii) above.

Company Shareholder Approval. (ia) As promptly as reasonably practicable after Following the Proxy/Registration Statement is declared effective under the Securities Actexecution of this Agreement, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means take, in accordance with applicable Law and the Singapore Companies Act (the “Company Shareholders’ Written Resolution”)articles of incorporation and bylaws of Company, or (B) in the event the Company is not able all action necessary to obtain the Company Shareholders’ Written Resolution, establish convene a record date for, duly call, give notice of, convene and hold a special meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held its shareholders as promptly as reasonably practicable (and in any event within forty-five (45) days following the date that time when the Proxy/Registration Statement is declared effective under becomes effective, subject to extension with the Securities Act, consent of Parent (not to be unreasonably withheld or conditioned)) to consider and on a date no later than twenty vote upon the approval of this Agreement and the transactions contemplated hereby (20including the Merger) Business Days following such effectiveness, for and any other matters required to be approved by Company's shareholders in order to permit consummation of the purpose of obtaining Merger and the Company Shareholder Approval transactions contemplated hereby (including any adjournment or postponement thereof, the "Company Meeting"), and shall, subject to Section 5.10 and the last sentence of this Section 5.04(a), use its Commercially Reasonable Efforts to solicit such approval by such shareholders. Subject to Section 5.10 and the last sentence of this Section 5.04(a), Company shall use its Commercially Reasonable Efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger and the other transactions contemplated hereby. Except with the prior approval of Parent, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting. If the Company Board makes a Company Subsequent Determination in accordance with Section 5.10, Company shall not be required to use its Commercially Reasonable Efforts to solicit shareholders to approve this Agreement and the transactions contemplated hereby (including the Merger) or to use its Commercially Reasonable Efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger. (b) Except to the extent provided otherwise in Section 5.10, (a) the Company Board shall at all times prior to and during the Company Meeting recommend approval by the shareholders of Company of this Agreement and the transactions contemplated hereby (including the Merger), and any other matters required to be approved by Company's shareholders for consummation of the Merger and the transactions contemplated hereby (the "Company Recommendation") and (b) the Proxy Statement-Prospectus shall include the Company Recommendation. In the event that there are sufficient shares of Company Common Stock represented (in Person or by proxy) at the Company Meeting to secure the Requisite Company Shareholder Approval, Company will not adjourn or postpone the Company Meeting unless the Company Board reasonably determines in good faith, after consultation with the advice of counsel, that (i) such adjournment or postponement is required by applicable Law in order to ensure that any required supplement or amendment to the Proxy Statement-Prospectus is provided to the holders of Company Common Stock with a reasonable amount of time in advance of the Company Meeting or (ii) failure to do so would otherwise be inconsistent with its fiduciary duties under applicable Law. Company shall keep Parent updated with respect to the proxy solicitation results in connection with the Company Meeting as reasonably requested by Parent. (c) Except to the extent provided otherwise in Section 5.10, the Company shall adjourn or postpone the Company Meeting, if, as of the time for which the Company Meeting is originally scheduled there are insufficient shares of Company Common Stock represented (either in Person or by proxy) to constitute a quorum necessary to conduct the business of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including or, if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set on the date of the Company Shareholders’ Meeting Meeting, Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Shareholder Approval. Company shall only be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective required to adjourn or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn postpone the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. (ii) The Company shall send the Proxy/Registration Statement and the meeting materials two times to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the board first sentence of directors of the Company (the “Company Board”) has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendationthis Section 5.04(c).

Company Shareholder Approval. As of the date of this Agreement, the Company Board has adopted resolutions approving this Agreement and the transactions contemplated by this Agreement on substantially the terms and conditions set forth in this Agreement, and directing that this Agreement and the other transactions contemplated by this Agreement, on such terms and conditions, be submitted to the Shareholders for their consideration at a special meeting (i) the “Company Shareholder Meeting”). As promptly soon as reasonably practicable after following the Proxy/Proxy Clearance Date and, if applicable, the Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectivenessEffectiveness Date, the Company shall give notice (Athe “Company Shareholder Meeting Notice”) solicit to the Shareholders for the purpose of approving this Agreement and obtain the other transactions contemplated by this Agreement, together with any other matters required to be approved or adopted by the Shareholders in order to carry out the intentions of this Agreement. Parent and the Company shall cooperate with each other to cause the Company Shareholder Approval by way of passing a resolution Meeting to be held as soon as practicable following the mailing of the Company Shareholders by written means Shareholder Meeting Notice to the shareholders of the Company. In furtherance of that obligation, the Company will take, in accordance with the Singapore Companies Act (federal securities laws, the “Company Shareholders’ Written Resolution”)CGCL and its Articles of Incorporation and Bylaws, or (B) in the event the Company is not able all action necessary to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a special meeting of the holders of Company Shareholders (including any adjournment thereofCommon Stock, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable no later than thirty (30) calendar days following the date that the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company sends the Shareholder Approval Meeting Notice (including with any adjournment of and all adjournments to occur within such meeting for thirty (30) calendar day period), to consider and vote upon the purpose of soliciting additional proxies in favor adoption of this Agreement) Agreement and approval of the other transactions contemplated by this Agreement as well as any other such other matter as may be mutually agreed matters. Except in the case of a Company Adverse Recommendation Change specifically permitted by Xxxxxxxx and Section 3.5(a), the Company. The Company Board will use its all reasonable best efforts to (Aa) solicit recommend to its Shareholders that they adopt this Agreement and (b) obtain from its shareholders written consents and/or proxies in favor Shareholders the approval of a proposal to adopt this Agreement (the “Company Shareholder Approval”). Parent and the Company shall jointly prepare the Shareholder Approval Meeting Notice and (B) obtain other materials mailed to Shareholders in conjunction with the special meeting of holders of Company Shareholder Approval in compliance Common Stock, which shall be materially consistent with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum)Proxy Materials. The Company (y) shall set submit this Agreement to its Shareholders at the date of shareholders meeting even if the Company Shareholders’ Meeting to be no later than twenty Board shall have withdrawn, modified or qualified its recommendation, unless this Agreement has been terminated in accordance with its terms. Within two (202) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and special meeting of the CompanyShareholders described in this Section 3.10, acting reasonably, and (z) shall not adjourn the Company shall deliver to the Shareholders’ Meeting without the prior written consent Representative and to Parent a certificate of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. (ii) The Company shall send the Proxy/Registration Statement and the meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the board of directors an authorized officer of the Company (certifying as to the “number of Company Board”) has unanimously recommended that the Company Shares voted and Shareholders vote voting in favor of the Company Shareholder Approval (such statementof, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modifyvoting against, or publicly propose or resolve to withholdabstaining from voting on the Merger and the terms of this Agreement, withdraw, qualify, amend or modify, and the Company Board Recommendationtransactions contemplated hereby at such special meeting.

Company Shareholder Approval. (ia) As promptly as reasonably practicable Promptly, but in no event later than one (1) business day after the Proxy/Registration Statement is declared effective under the Securities Actexecution of this Agreement, and on a date no later than twenty (20) Business Days following such effectivenessin accordance with the CGCL, the Company shall submit this Agreement, the Merger and the transactions contemplated hereby and thereby, together with a consent solicitation statement describing the Company, the principal terms of the Merger and the transactions contemplated hereby in form and substance that complies in all respects with the CGCL, the Company’s Articles of Incorporation and the Bylaws and which includes the unanimous approval and recommendation of the Company’s board of directors in favor of the Merger, this Agreement, the other documents contemplated hereby and the transactions contemplated hereby and thereby (Athe “Consent Solicitation Statement”) to all of the Shareholders for approval as provided by the CGCL and the Company’s Articles of Incorporation and Bylaws. The Company shall use its reasonable efforts to solicit and obtain the Company Shareholder Approval by way of passing a resolution within two (2) business days of the Company Shareholders by date of this Agreement, written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting consents of the Company Shareholders constituting the Requisite Votes to approve the Merger and the principal terms of this Agreement (including any adjournment thereof, the “Company Shareholders’ MeetingWritten Consents”) and to be held enable the Closing to occur as promptly as reasonably practicable following the date that hereof. Prior to the Proxy/Registration distribution of the Consent Solicitation Statement is declared effective under or any amendment or supplement thereto, Parent and its counsel shall be provided copies of the Securities Act, and on a date no later than twenty Consent Solicitation Statement (20) Business Days following or such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreementamendment or supplement thereto) and such other matter as may shall be mutually agreed by Xxxxxxxx provided a reasonable opportunity to review and the Companycomment thereon. The Company will use its reasonable best efforts shall comply with the CGCL and all other applicable Law with respect to (A) solicit from its shareholders written consents and/or proxies in favor the submission of this Agreement and the principal terms of the Company Shareholder Approval and (B) obtain Merger to the Company Shareholder Approval in compliance with all applicable Law Shareholders, the distribution of the Consent Solicitation Statement and the Company’s Governing Documents (including if necessary any adjournment or postponement solicitation of the Written Consents. Each Party hereto agrees that the information supplied by such meeting Party for inclusion in the purpose of establishing a quorum). The Company (y) shall set Consent Solicitation Statement will not, on the date the Consent Solicitation Statement is first sent or furnished to the Shareholders or at any time Written Consents are being solicited, contain any statement which, at such time, is false or misleading with respect to any material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective circumstances under which they are made, not false or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquirormisleading. (iib) The Company shall send the Proxy/Registration Statement and the meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that Neither the board of directors of the Company (the “Company Board”) has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modifymodify the recommendation of the board of directors of the Company that the Shareholders adopt and approve this Agreement and the Merger. (c) With respect to any potential “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) that may be made in connection with the transactions contemplated by the Agreement, the Company Board Recommendation.shall (in a manner satisfactory to Parent): (i) use its reasonable efforts to secure from each of the Persons who is expected to receive any such potential “parachute payments” and who is a “disqualified individual,” a waiver of each such Person’s right to the portion of any such payments that would constitute an “excess parachute payment” (within the meaning of Section 280G(b)(1) of the Code) (the “280G Payments”);

Company Shareholder Approval. Upon the terms set forth in this Agreement, the Company shall (i) As use its best efforts to solicit and obtain the Company Shareholder Approval in the form of an irrevocable written consent (the “Written Consent”) of the Requisite Company Shareholder (pursuant to the Company Shareholder Support Agreement) promptly as reasonably practicable following the time at which the Registration Statement shall have been declared effective under the Securities Act and delivered or otherwise made available to shareholders, but in any event no later than two (2) Business Days after the Proxy/Registration Statement is declared effective under the Securities Act, Act and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”)delivered or otherwise made available to shareholders, or (Bii) in the event the Company determines it is not able to obtain the Written Consent, the Company Shareholders’ Written Resolution, establish a record date for, shall duly call, give notice of, convene and hold a meeting of the shareholders of the Company Shareholders (including any adjournment thereoffor the purpose of voting solely upon the adoption of this Agreement, the “Company Shareholders’ Meeting”) to be held as other agreements contemplated hereby and the transactions contemplated hereby and thereby, including the Merger and Plan of Merger, promptly as reasonably practicable following after the date that the Proxy/Registration Statement is declared effective under the Securities ActAct and delivered or otherwise made available to shareholders, and on a date but in any event no later than twenty two (202) Business Days following such effectiveness, for after the purpose of obtaining Registration Statement is declared effective under the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) Securities Act and such other matter as may be mutually agreed by Xxxxxxxx and the Companydelivered or otherwise made available to shareholders. The Company will use its reasonable best efforts to shall (Ax) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and if required under clause (Bii) above, obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of at such meeting for of the purpose shareholders of establishing a quorum). The the Company and (y) shall set the date of take all other action necessary or advisable to secure the Company Shareholders’ Meeting Shareholder Approval promptly after the Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to be shareholders, but in any event no later than twenty two (202) Business Days after the Proxy/Registration Statement is declared effective under the Securities Act and delivered or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquirorotherwise made available to shareholders. (ii) The Company shall send the Proxy/Registration Statement and the meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the board of directors of the Company (the “Company Board”) has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation.

Company Shareholder Approval. (ia) As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, (and on a date no later than twenty in any event within two (202) Business Days Days) following such effectivenessthe date of this Agreement (the “Company Shareholder Written Consent Deadline”), the Company shall obtain and deliver to Pathfinder a true and correct copy of a written consent (Ain form and substance reasonably satisfactory to Pathfinder) solicit and obtain approving this Agreement, the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event Ancillary Documents to which the Company is not able to obtain or will be a party and the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene transactions contemplated hereby and hold a meeting of the Company Shareholders thereby (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx Pre-Closing Reorganization and the Company. The Company will use its reasonable best efforts to (AMerger) solicit from its shareholders written consents and/or proxies in favor of that is duly executed by Parent, as the Company Shareholder Approval and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. (ii) The Company shall send the Proxy/Registration Statement and the meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the board of directors sole stockholder of the Company (the “Company BoardShareholder Written Consent”) has unanimously recommended that ). The Company, through the Company Shareholders vote in favor unanimous approval of the Company Shareholder Approval Board, shall recommend to the holders of Company Common Shares the approval and adoption of this Agreement, the Ancillary Documents to which the Company is or will be a party and the transactions contemplated hereby and thereby (such statement, including the Pre-Closing Reorganization and the Merger) (the “Company Board Recommendation”). (b) and neither Promptly following the receipt of the Company Board nor any committee thereof Shareholder Written Consent, the Company shall withholdprepare and deliver to each Company Shareholder who has not executed and delivered the Company Shareholder Written Consent an information statement, withdrawin form and substance required under the DGCL in connection with the Merger and otherwise reasonably satisfactory to Pathfinder, qualifywhich information statement shall include (i) copies of this Agreement and the Registration Statement / Proxy Statement, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, (ii) the Company Board Recommendation, (iii) a description of any dissenters’ rights of the Company Shareholders available under Section 262 of the DGCL and any other disclosure with respect to dissenters’ rights required by applicable Law and (iv) in accordance with the requirements of Section 228(e) of the DGCL, notice to any Company Shareholder who has not executed and delivered the Company Shareholder Written Consent of the corporate action by those Company Shareholders who did execute the Company Shareholder Written Consent. Promptly following the receipt of the Company Shareholder Written Consent, the Company shall also deliver the information statement referenced in this Section 4.13(b) to each Vested Parent Equityholder (including, for the avoidance of doubt, any Vested Parent Equityholder who will become a Company Shareholder as a result of the Pre-Closing Reorganization).

Company Shareholder Approval. (ia) As promptly as reasonably practicable after (and in any event within two (2) Business Days) following the Proxy/date on which the Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Shareholder Written ResolutionConsent Deadline”), or the Company shall obtain and deliver to SPAC a true and correct copy of the adoption and approval of this Agreement and the transactions contemplated hereby by the Company Shareholders acting by written consent in lieu of a meeting (Bin form and substance reasonably satisfactory to SPAC) (the “Company Shareholder Written Consent”) that is duly executed and delivered by the Company Shareholders that hold, in the event aggregate, the requisite number and type of shares of Company Common Stock as are required for the approval and adoption of this Agreement, the Ancillary Agreements to which the Company is not able to obtain or will be a party and the transactions contemplated hereby and thereby (including the Mergers and the Pre-Closing Recapitalization), in accordance with the MBCA and the Company Shareholders’ Written ResolutionOrganizational Documents (the “Company Shareholder Approval”). The Company, establish a record date for, duly call, give notice of, convene and hold a meeting through the unanimous approval of the Company Shareholders (including any adjournment thereofBoard, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. (ii) The Company shall send the Proxy/Registration Statement and the meeting materials recommend to the Company Shareholders the approval and adoption of this Agreement, the Ancillary Agreements to which shall seek the Company Shareholder Approval is or will be a party and shall include together with all such meeting materials it sends to the Company Shareholders in connection with transactions contemplated hereby and thereby (including the Company Shareholders’ Meeting a statement to Mergers and the effect that the board of directors of the Company Pre-Closing Recapitalization) (the “Company Board”) has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”). (b) and neither Promptly following the receipt of the Company Board nor Shareholder Written Consent, and in any committee thereof event within five (5) Business Days thereof, the Company shall withholdprepare and deliver to each Company Shareholder who has not executed and delivered the Company Shareholder Written Consent an information statement, withdrawin form and substance required under the MBCA in connection with the Company Merger and otherwise reasonably satisfactory to SPAC, qualifywhich information statement shall include (i) copies of this Agreement and the Registration Statement, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, (ii) the Company Board Recommendation, (iii) a description of any dissenters’ rights of the Company Shareholders available under the MBCA and any other disclosure with respect to dissenters’ rights required by applicable Law and (iv) notice to any Company Shareholder who has not executed and delivered the Company Shareholder Written Consent of the corporate action by those Company Shareholders who did execute the Company Shareholder Written Consent. Prior to the SPAC Merger Effective Time, the Company shall use commercially reasonable efforts to obtain a written consent from each Company Shareholder who has not previously delivered the Company Shareholder Written Consent in respect of such Company Shareholder’s approval and adoption of this Agreement, the Ancillary Agreements to which the Company is or will be a party, the transactions contemplated hereby and thereby (including the Mergers and the Pre-Closing Recapitalization).

Company Shareholder Approval. (i) As promptly The Company agrees to take, in accordance with applicable Law and the Company Charter and the Company Bylaws, all action necessary to convene as reasonably soon as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, (and on a date will in any event use reasonable best efforts to convene such meeting no later than twenty forty- five (2045) Business Days following calendar days after the Registration Statement is declared effective), a special meeting or meetings of its shareholders duly called and held for such effectiveness, purposes (the “Company shall (AMeeting”) solicit to consider and to obtain the Company Shareholder Approval by way of passing a resolution of Approval. Subject to Section 5.06(c), the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able Board shall at all times prior to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a during such special meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, recommend such approval and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will shall use its reasonable best efforts to (A) solicit from such approval by its shareholders written consents and/or proxies in favor (the “Company Board Recommendation”). Without limiting the generality of the Company Shareholder Approval foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and Merger shall be submitted to the Company’s Governing Documents shareholders at the Company Meeting whether or not (including if necessary x) the Company’s Board of Directors shall have effected a Company Change of Recommendation or (y) any adjournment Acquisition Proposal shall have been publicly proposed or postponement announced or otherwise submitted to the Company or any of such meeting for the purpose of establishing a quorum)its advisors. The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Companynot, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheldParent, conditioned adjourn or delayed)postpone the Company Meeting; provided, however, provided that the Company may may, without the prior written consent of Parent, adjourn or postpone the Company Shareholders’ Meeting (A) if, as of the time for which the Company Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Meeting, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Prospectus/Proxy Statement, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Meeting once for a period not exceeding sixteen to exceed thirty (1630) calendar days without the consent of the Acquiror. (ii) The Company shall send the Proxy/Registration Statement and the meeting materials but prior to the Company Shareholders which shall seek date that is four (4) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval and shall include together with all such meeting materials it sends to Approval. Once the Company Shareholders in connection with the Company Shareholders’ Meeting has established a statement to the effect that the board of directors of the Company (the “Company Board”) has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation.record date for the

Company Shareholder Approval. (ia) As promptly as reasonably practicable after Following the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectivenessexecution of this Agreement, the Company shall take, in accordance with applicable law and its Articles of Incorporation and Bylaws, all action necessary to convene a meeting of its shareholders as promptly as practicable to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby (Aincluding the Merger) solicit and obtain any other matter required to be approved by the Company Shareholder Approval by way of passing a resolution shareholders of the Company Shareholders by written means in accordance with order to consummate the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene Merger and hold a meeting of the Company Shareholders any other transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Shareholders’ Meeting”) to be held ). The Company Meeting will take place as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Actpracticable, and on a date in any event no later than twenty 45 days, after the Registration Statement (20as defined in Section 6.2 below) Business Days following such effectivenessis declared effective. (b) Subject to Section 6.5 hereof, the Company shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Meeting are solicited in compliance with the NHBCA, the Articles of Incorporation of the Company, and the Bylaws of the Company, and all other applicable legal requirements. The Company shall keep Buyer updated with respect to the proxy solicitation results in connection with the Company Meeting as reasonably requested by Xxxxx and, if requested by Buyer, shall retain an outside proxy solicitation firm. Notwithstanding any Company Subsequent Determination (as defined in Section 6.5 below) or anything herein to the contrary, this Agreement shall be submitted to the shareholders of the Company at the Company Meeting for the purpose of obtaining the Company Shareholder Approval and nothing contained herein shall be deemed to relieve the Company of such obligation so long as the Buyer has obtained the SEC’s declaration of effectiveness of the Registration Statement; provided, however, that if the Company Board shall have effected a Company Subsequent Determination permitted hereunder, then the Company Board shall submit this Agreement to Company’s shareholders without the recommendation of the Agreement (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the Company Board may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by applicable law; provided that, for the avoidance of doubt, the Company may not take any action under this sentence unless it has complied with the provisions of Section 6.5. In addition to the foregoing, neither Company nor the Company Board shall recommend to its shareholders or submit to the vote of its shareholders any Acquisition Proposal (as defined in Section 6.5 below) other than the Merger. (c) The Company shall, on one or more occasions, adjourn or postpone the Company Meeting to a date mutually agreed with Buyer if (i) as of the date of the Company Meeting (including any adjournment adjourned meeting) there are insufficient shares of such meeting Company Common Stock represented (either in person or by proxy) to constitute the quorum necessary to conduct the business of the Company Meeting, (ii) as of the date of the Company Meeting (including any adjourned meeting), the Company has not received proxies representing a sufficient number of shares necessary for the purpose of soliciting additional proxies in favor of approval this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx Agreement and the transactions contemplated hereby (including the Merger) by the shareholders of the Company in accordance with the Company’s Articles of Incorporation and Bylaws and applicable law, or (iii) required by applicable law in order to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to the Company’s shareholders a reasonable amount of time prior to the Company Meeting, except if the Company Board shall have effected a Company Subsequent Determination permitted hereunder (in which case, no adjournment for such reasons shall be required). The Company will shall not otherwise adjourn or postpone the Company Meeting without the prior consent of Buyer. (d) Subject to Section 6.5 hereof, (A) the Company Board shall recommend that the Company’s shareholders vote to approve this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by the Company’s shareholders for consummation of the Merger and any other transactions contemplated hereby (the “Company Recommendation”), and (B) the Proxy Statement/Prospectus shall include the Company Recommendation. (e) Subject to Section 6.5 hereof, the Company shall use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor of this Agreement and the transactions contemplated hereby and shall take all other action necessary or advisable to secure the Company Shareholder Approval and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the AcquirorApproval. (ii) The Company shall send the Proxy/Registration Statement and the meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the board of directors of the Company (the “Company Board”) has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation.

Company Shareholder Approval. (ia) As The Company shall take, in accordance with the CICA, other applicable Law and the Company Articles of Association, all action reasonably necessary to establish a record date (which date shall be mutually agreed with SPAC) for, duly call, give notice of, hold, and convene an extraordinary general meeting of its shareholders (including any permitted adjournment or postponement, the “Company Extraordinary General Meeting”) as promptly as reasonably practicable (but in no event later than 6 Business Days after the Proxy/Registration Statement is declared effective under Proxy Clearance Date), to consider and vote upon the Securities Actapproval of (i) this Agreement, the Plan of Merger and the Transactions, including the Merger, and (ii) the adjournment of the Company Extraordinary General Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve the foregoing (the “Company Shareholder Matters”). Without the prior written consent of SPAC, the Company Shareholder Matters shall be the only matters (other than procedural matters) which the Company shall propose to be acted on a date no later than twenty by the Company’s shareholders at the Company Extraordinary General Meeting, as adjourned or postponed. The Company shall, through the Special Transaction Committee, recommend to the shareholders of the Company and solicit the authorization and approval (20as applicable) Business Days of the Company Shareholder Matters (the “Company Board Recommendation”). Subject to the immediately following such effectivenesssentence, the Company shall (A) solicit and obtain include the Company Shareholder Approval by way Board Recommendation in the Company Solicitation Materials. The board of passing a resolution directors of the Company Shareholders by written means in accordance with the Singapore Companies Act shall not (the “Company Shareholders’ Written Resolution”)and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or (B) in the event publicly propose to change, withdraw, withhold, qualify or modify, the Company is not able to obtain Board Recommendation for any reason, unless the board of directors of the Company Shareholders’ Written Resolution(or the applicable committee or subgroup thereof) determines in good faith by a majority vote, after considering advice from outside legal counsel to the Company, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law. The Company agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, Extraordinary General Meeting for the purpose of obtaining seeking approval of the Company Shareholder Approval Matters shall not be affected by any intervening event or circumstance (including any adjournment change, withdrawal, withholding, qualification or modification to the Company Board Recommendation), and the Company agrees to establish a record date for, duly call, give notice of, convene and hold the Company Extraordinary General Meeting and submit for the approval of such meeting its stockholders the Company Shareholder Matters, in each case in accordance with this Agreement, regardless of any intervening event or circumstance (including any change, withdrawal, withholding, qualification or modification to the Company Board Recommendation). (b) As promptly as practicable after the date of this Agreement, the Company shall prepare the Company Solicitation Materials for the purpose of of, among other things, soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and from the Company. The ’s shareholders at the Company will use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies Extraordinary General Meeting in favor of the Company Shareholder Approval and (B) obtain Matters. Prior to mailing the Company Shareholder Approval in compliance with all applicable Law and Solicitation Materials to the Company’s Governing Documents (including if necessary shareholders, the Company will make available to SPAC drafts of the Company Solicitation Materials and any adjournment other documents to be mailed to the Company’s shareholders, and any amendment or postponement of supplement to the Company Solicitation Materials or such meeting for the purpose of establishing other document and will provide SPAC with a quorum)reasonable opportunity to comment on such drafts and shall consider such comments in good faith. The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting mail any such documents to Holders without the prior written consent of Acquiror SPAC (which such consent shall not to be unreasonably withheld, conditioned or delayed); provided, however, that the . The Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. (ii) Solicitation Materials will comply as to form and substance with all applicable Law. The Company shall send cause the Proxy/Registration Statement Company Solicitation Materials and the meeting materials prospectus that forms part of the Registration Statement, to be mailed to its shareholders of record, as of the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends record date to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that be established by the board of directors of the Company for the Company Extraordinary General Meeting as promptly as practicable (but in no event later than 1 Business Day except as otherwise required by applicable Law) following the “Proxy Clearance Date. (c) Notwithstanding anything to the contrary contained in this Agreement, once the Company Board”Extraordinary General Meeting has been called and noticed, the Company will not postpone or adjourn the Company Extraordinary General Meeting without the consent of SPAC, other than (i) has unanimously recommended for the absence of a quorum, in which event the Company shall postpone the meeting up to three times for up to ten Business Days each time, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure that the Company Shareholders vote has determined in favor good faith, after consultation with its outside legal advisors, is necessary under applicable Law, and for such supplemental or amended disclosure to be disseminated to and reviewed by the shareholders of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither prior to the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modifyExtraordinary General Meeting, or publicly propose or resolve (iii) a one-time postponement of up to withhold, withdraw, qualify, amend or modify, ten Business Days to solicit additional proxies from shareholders of the Company Board Recommendationto the extent the Company has determined that such postponement is reasonably necessary to obtain the Company Shareholder Approval.

Company Shareholder Approval. (ia) As promptly as reasonably practicable Promptly after the Proxy/Registration Statement is has been declared effective under the Securities Act, the Company shall: (i) prepare, with the cooperation of Fresh Vine, and on cause to be mailed to the Company’s shareholders an information statement, which shall include a date no later than twenty copy of the Proxy Statement/Prospectus and include a description of the appraisal rights of the shareholders of the Company available under Section 0-000-000 of the CBCA, and (20ii) Business Days obtain the approval by written consent from Company Shareholders sufficient for the Required Company Shareholder Vote in lieu of a meeting of the Company’s shareholders pursuant to the requirements of the CBCA and its Organizational Documents, or otherwise hold a meeting of its shareholders, for purposes of adopting and approving this Agreement and the Contemplated Transactions. (b) (i) Reasonably promptly following such effectivenessreceipt of the Required Company Shareholder Vote, the Company shall (A) solicit prepare and obtain mail a notice to every shareholder of the Company that did not execute the Company Shareholder Approval by way Consent; or (ii) in advance of passing a resolution any meeting of the Company’s shareholders intended to seek the Required Company Shareholders by written means Shareholder Vote, the Company shall provide notice of the shareholder meeting in accordance with the Singapore Companies Act CBCA and the Company Organizational Documents (the in each case, a “Company Shareholders’ Written ResolutionShareholder Notice”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. (iic) The Company Shareholder Notice shall send the Proxy/Registration Statement and the meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting (i) be a statement to the effect that the board Company Board determined that the Merger is advisable in accordance with the CBCA and in the best interests of directors the shareholders of the Company and approved and adopted this Agreement, the Merger and the other Contemplated Transactions, and (ii) provide the “Company Board”) has unanimously recommended that the Company Shareholders vote in favor shareholders of the Company to whom it is sent with notice of the actions taken in the Company Shareholder Approval Consent or to be considered at the Company shareholder meeting, including the adoption and approval of this Agreement, the Merger and the other Contemplated Transactions in accordance with the CBCA and the Company Organizational Documents. (d) The Company agrees that (i) the Company Board shall recommend that the Company’s shareholders vote to adopt and approve this Agreement and the Contemplated Transactions and shall use commercially reasonable efforts to promptly solicit such statement, approval (the recommendation of the Company Board that the Company’s shareholders vote to adopt and approve this Agreement being referred to as the “Company Board Recommendation”) and neither (ii) the Company Board nor any committee thereof Recommendation shall withhold, withdraw, qualify, amend not be withdrawn or modify, or modified (and the Company Board shall not publicly propose to withdraw or resolve to withhold, withdraw, qualify, amend or modify, modify the Company Board Recommendation) in a manner adverse to Fresh Vine, and no resolution by the Company Board or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Fresh Vine or to adopt, approve or recommend (or publicly propose to adopt, approve or recommend) any Acquisition Proposal shall be adopted or proposed.

Company Shareholder Approval. (ia) As promptly as reasonably practicable after following the Proxy/Registration Effective Date, the Company will prepare the Information Statement. Buyer and the Company will cooperate with each other in connection with the preparation of the Information Statement, which cooperation will include Buyer’s right to review and provide comments on the Information Statement is declared effective under and to have its reasonable comments included therein. The Company will use its reasonable best efforts to cause the Securities ActInformation Statement to be delivered to the Shareholders as promptly as practicable, and on a date but in any event no later than twenty (20) Business Days following such effectiveness10 days after the Effective Date. Notwithstanding the foregoing, the Company shall (A) solicit and obtain assumes no responsibility with respect to information supplied in writing by or on behalf of Parent, Buyer or Merger Sub for inclusion or incorporation by reference in the Information Statement. If at any time prior to the Company Shareholder Approval Meeting, any information should be discovered by way any Party which should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of passing a resolution material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party which discovers such information will promptly notify the other Parties and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information will be promptly disseminated by the Company Shareholders by written means to the Shareholders. (b) The Company will take all action necessary in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able OGCL and its Articles and Regulations to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company its Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Actpracticable, and on a date but in any event no later than twenty (20) Business Days following such effectiveness30 days after the Effective Date, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary or any adjournment or postponement of such meeting for thereof, the purpose of establishing a quorum“Company Meeting”). The Company (y) shall set the date of Once the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after has been called and noticed, the Proxy/Registration Statement is declared effective Company will not postpone or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. Parent, Buyer or Merger Sub (iiother than (a) The Company shall send the Proxy/Registration Statement and the meeting materials in order to obtain a quorum of its stockholders or (b) as reasonably determined by the Company Shareholders which shall seek the Company Shareholder Approval and shall include together to comply with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the board of directors of the Company (the “Company Board”) has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendationapplicable Law).

Company Shareholder Approval. (ia) As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means take, in accordance with applicable law and the Singapore Companies Act Company Articles and Company Bylaws, all actions necessary to convene a meeting of the holders of Company Common Stock (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly soon as reasonably practicable following after the date that the Proxy/Registration Statement is declared effective under the Securities Actof this Agreement (and in any event, and on a date no later than twenty forty-five (2045) Business Days following such effectiveness, days after the date of the Proxy Statement) for the purpose of obtaining the Requisite Company Shareholder Approval Vote. Except in the case of a Company Adverse Recommendation Change (including any adjournment as defined herein), the Board of such meeting for the purpose Directors of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will shall use its reasonable best efforts to (A) solicit from obtain the Requisite Company Vote, including by communicating to its shareholders written consents and/or proxies its recommendation (and including such recommendation in favor of the Company Shareholder Approval and (BProxy Statement) obtain the Company Shareholder Approval in compliance with all applicable Law that they approve this Agreement and the Company’s Governing Documents transactions contemplated hereby (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. (ii) The Company shall send the Proxy/Registration Statement and the meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the board of directors of the Company (the “Company Board”) has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither shall not make a Company Adverse Recommendation Change except in accordance with this Section 6.3. As soon as practicable after the date of this Agreement, Company shall engage a proxy solicitor reasonably acceptable to Buyer to assist in the solicitation of proxies from shareholders relating to the Requisite Company Vote. However, subject to Section 8.1 and Section 8.2, if (i) the Company receives a Company Acquisition Proposal (as defined below) which has not been withdrawn and (ii) the Board nor any committee thereof shall of Directors of Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would reasonably be expected to be inconsistent with its fiduciary duties under applicable law to continue to recommend this Agreement and the Merger, then, prior to the receipt of the Requisite Company Vote, in submitting this Agreement and the Merger to its shareholders, the Board of Directors of Company may withhold, withdraw, qualify, withdraw or amend or modify, modify or publicly propose or resolve qualify in a manner adverse to withhold, withdraw, qualify, amend or modifyBuyer and the transactions contemplated by this Agreement, the Company Board RecommendationRecommendation or may submit this Agreement and the Merger to its shareholders without recommendation (each, a “Company Adverse Recommendation Change”) (although the resolutions approving this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of Company may communicate the basis for its Company Adverse Recommendation Change to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto. (b) Except in the case of a Company Adverse Recommendation Change, Company shall adjourn or postpone the Company Meeting, if, as of the time for which such meeting is originally scheduled, there are insufficient shares of Company Class A Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting, Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Class A Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the Company Meeting shall be convened and this Agreement and the Merger shall be submitted to the shareholders of Company at the Company Meeting, for the purpose of voting on the approval of this Agreement and the Merger and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve Company of such obligation. Company shall only be required to adjourn or postpone the Company Meeting two (2) times pursuant to the first sentence of this Section 6.3(b).

Company Shareholder Approval. (i) As promptly The Company agrees to take, in accordance with applicable Law and the Company Charter and the Company Bylaws, all action necessary to convene as reasonably soon as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, (and on a date will in any event use reasonable best efforts to convene such meeting no later than twenty forty-five (2045) Business Days following calendar days after the Registration Statement is declared effective), a special meeting or meetings of its shareholders duly called and held for such effectiveness, purposes (the “Company shall (AMeeting”) solicit to consider and to obtain the Company Shareholder Approval by way of passing a resolution of Approval. Subject to Sections 5.06(c) and 5.06(d), the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able Board shall at all times prior to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a during such special meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, recommend such approval and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Meeting whether or not (x) the Company’s Board of Directors shall have effected a Company Change of Recommendation or (y) any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Meeting (A) solicit from its shareholders written consents and/or proxies if, as of the time for which the Company Meeting is originally scheduled (as set forth in favor the Prospectus/Proxy Statement), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholder Approval and Meeting, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Prospectus/Proxy Statement, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval in compliance with all applicable Law and Approval. Parent may require the Company’s Governing Documents Company to adjourn, delay or postpone the Company Meeting once for a period not to exceed thirty (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company 30) calendar days (y) shall set but prior to the date of the Company Shareholders’ Meeting to be no later than twenty that is five (205) Business Days after prior to the Proxy/Registration Statement is declared effective or such other End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established a record date as may be agreed by Acquiror and for the CompanyCompany Meeting, acting reasonably, and (z) the Company shall not adjourn change such record date or establish a different record date for the Company Shareholders’ Meeting without the prior written consent of Acquiror (which Parent, unless required to do so by applicable Law or the Company Charter or the Company Bylaws or in connection with a postponement or adjournment of the Company Meeting permitted by this Section 5.05. Without the prior written consent of Parent, the Company Stockholder Approval shall not be unreasonably withheld, conditioned or delayed); provided, however, the only matter that the Company may adjourn shall propose to be acted on by the shareholders of the Company Shareholders’ at the Company Meeting for a period not exceeding sixteen (16) days without the consent other than other matters of the Acquiror. (ii) The Company shall send the Proxy/Registration Statement and the type customarily brought before a meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders of stockholders in connection with the Company Shareholders’ Meeting approval of a statement to merger agreement or the effect that the board of directors of the Company (the “Company Board”) has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendationtransactions contemplated thereby).

Company Shareholder Approval. (ia) As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that of this Agreement, the Proxy/Registration Company shall, in accordance with the Company’s Organizational Documents and applicable Law, provide to its Shareholders an information statement prepared by the Company (the “Information Statement”) and other appropriate documents in connection with the solicitation of: (i) written consents of the Shareholders in favor of the approval of this Agreement, the Agreement of Merger and the other transactions contemplated hereby; and (ii) waivers by the Shareholders of their appraisal rights in connection with the Merger. The Parties shall use their respective reasonable best efforts to complete the Information Statement is declared effective under the Securities Act, and on a date no later than twenty twenty-one (2021) Business Days days after the date hereof. Notwithstanding anything to the contrary contained in this Agreement, the Information Statement and any other materials submitted to the Shareholders in connection with the transactions contemplated by this Agreement shall be subject to prior review and reasonable approval by Parent, and in no event shall the Company provide the Information Statement to the Shareholders without the prior written consent of Parent. In connection with obtaining such approval by the Shareholders, the Company shall comply with all legal requirements in connection therewith, including to the extent necessary or required, the information delivery requirements of Regulation D. (b) The Board of Directors of the Company has adopted a resolution recommending the approval of this Agreement and the Agreement of Merger by the Shareholders (the “Company Recommendation”). The Board of Directors will not fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Company Recommendation (it being understood that taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), recommend, adopt or approve or publicly propose to recommend, adopt or approve an Acquisition Proposal, or take any action or make any statement inconsistent with the Company Recommendation (any of the foregoing an “Adverse Recommendation Change”) other than as permitted by and in accordance with the terms of Sections 4.7(b) and 4.7(c). Unless the Board of Directors of the Company shall have effected an Adverse Recommendation Change pursuant to and in accordance with the terms of Sections 4.7(b) and 4.7(c)), the Board of Directors of the Company (in its capacity as such) (i) will continue to recommend to the Shareholders that they approve this Agreement and the Agreement of Merger and approve the transactions contemplated hereby and (ii) will use its reasonable best efforts to obtain the Company Shareholder Approval as soon as reasonably practicable following the distribution of the Information Statement and in no event later than fifteen (15) days after the distribution of the Information Statement by securing and causing to be filed with the Company consents from the Shareholders necessary to secure the same, which consents shall be in a form that is reasonably acceptable to Parent and which consents shall not be delivered to any Shareholder for use by such effectivenessShareholder until Parent has provided written consent to commence such delivery; provided however, in the event of an Adverse Recommendation Change pursuant to and in accordance with the terms of Sections 4.7(b) and 4.7(c), for so long as this Agreement remains in effect, at the purpose request of obtaining Parent, the Company shall provide Parent with any reasonable assistance necessary to enable Parent to continue to seek, secure and process consents from the Shareholders necessary to secure the Company Shareholder Approval (including any adjournment by providing information and other reasonable assistance to Parent to enable Parent to contact Shareholders directly in an effort to seek, secure and process written consents from Shareholders). In no event shall the Company commence the process of such meeting for seeking to secure or obtain the purpose consent of soliciting additional proxies the Shareholders necessary to obtain the Company Shareholder Approval without the prior consent of Parent. As expeditiously as possible following the receipt of the Company Shareholder Approval, the Company shall deliver to Parent a certificate executed on behalf of the Company by its Secretary and certifying that the Company Shareholder Approval has been obtained. (c) Subject to the limitations in favor of this AgreementSections 4.5(a) and such other matter as may be mutually agreed by Xxxxxxxx 4.5(b), without limiting the generality of the foregoing, this Agreement and the Company. The Merger shall be submitted to the Shareholders as soon as reasonably practicable whether or not (i) an Adverse Recommendation Change shall have occurred or (ii) an Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its representatives. (d) Unless the Board of Directors of the Company shall have effected an Adverse Recommendation Change pursuant to and in accordance with the terms of Sections 4.7(b) and 4.7(c), the Company will use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and as soon as reasonably practicable following the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date distribution of the Company Shareholders’ Meeting Information Statement and in no event later than fifteen (15) days after the distribution of the Information Statement by securing and causing to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn filed with the Company Shareholders’ Meeting without consents from the prior written consent of Acquiror (Shareholders necessary to secure the same, which consent consents shall not be unreasonably withheld, conditioned or delayed)in a form that is reasonably acceptable to Parent; provided, however, that in the event of an Adverse Recommendation Change pursuant to and in accordance with the terms of Sections 4.7(b) and 4.7(c), for so long as this Agreement remains in effect, at the request of Parent, the Company may adjourn shall provide Parent with any reasonable assistance necessary to enable Parent to continue to seek, secure and process consents from the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. (ii) The Company shall send the Proxy/Registration Statement and the meeting materials Shareholders necessary to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the board of directors of the Company (the “Company Board”) has unanimously recommended that the Company Shareholders vote in favor of secure the Company Shareholder Approval (such statementincluding by providing information and other reasonable assistance to Parent to enable Parent to contact Shareholders directly in an effort to seek, the “Company Board Recommendation”) secure and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendationprocess written consents from Shareholders).

Company Shareholder Approval. (i) As The Company shall, as promptly as reasonably practicable after following the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolutionthis Agreement, establish a record date for, duly call, call and give notice of, convene and hold a meeting of the Company Shareholders (including any postponement or adjournment thereof, the “Company Shareholders’ Extraordinary General Meeting”) to be held as promptly as reasonably practicable following ), in each case in accordance with the date that the Proxy/Registration Statement is declared effective under the Securities Act, Company’s Organizational Documents and on a date no later than twenty (20) Business Days following such effectivenessapplicable Law, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the CompanyApproval. The Company will Extraordinary General Meeting shall be held no later than forty (40) days after date hereof. The Company shall use its reasonable best efforts to (A) solicit obtain such approvals and authorizations from its shareholders written consents and/or the Company Shareholders at the Company Extraordinary General Meeting, including by soliciting proxies as promptly as practicable in favor accordance with applicable Law for the purpose of seeking such approvals and authorizations from the Company Shareholders. The materials delivered to the Company Shareholders in respect of the Company Shareholder Approval and Extraordinary General Meeting shall include the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled to postpone or adjourn the Company Extraordinary General Meeting solely to the extent necessary: (Bi) to comply with applicable Law, (ii) if, as of the time for which the Company Extraordinary General Meeting is originally scheduled, there are insufficient Pre-Split Shares represented (either in person, virtually or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Company Extraordinary General Meeting; or (iii) if, as of the time that the Company Extraordinary General Meeting is originally scheduled, adjournment of the Company Extraordinary General Meeting is necessary to enable the Company to solicit additional proxies required to obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the CompanyApproval; provided that, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror SPAC (which such consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned); provided, however, that the Company may postpone or adjourn on only one occasion and so long as the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. (ii) The Company shall send the Proxy/Registration Statement and the meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the board of directors date of the Company Extraordinary General Meeting is not adjourned or postponed more than fifteen (15) consecutive days past the “Company Board”originally scheduled date and provided it is held no later than three (3) has unanimously recommended that Business Days prior to the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board RecommendationTermination Date.

Company Shareholder Approval. (ia) As promptly as reasonably practicable Immediately after the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectivenessexecution of this Agreement, the Company shall submit this Agreement and the transactions contemplated hereby to its shareholders for approval as provided by the VSCA and the Company’s Articles of Incorporation and Bylaws. The Company shall solicit immediately, but in any event within three (A3) solicit and obtain the Company Shareholder Approval by way of passing a resolution days of the signing of this Agreement, Written Consents (“Written Consents”) from all its shareholders and shall use its best efforts to obtain such Written Consent of all Company Shareholders by written means in accordance shareholders to approve the Merger, this Agreement, the other documents contemplated hereby and the transactions contemplated hereby and thereby and to enable the Closing to occur as promptly as practicable. The parties acknowledge and agree that certain of the Company’s shareholders previously have executed Written Consents sufficient to achieve the Required Vote with respect to the Singapore Companies Act (foregoing matters as a condition to Buyer executing this Agreement, which Written Consents shall be delivered immediately following execution and delivery hereof and which shall not mitigate or modify the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able Company’s obligations to obtain the Written Consent of all Company Shareholders’ Written Resolutionshareholders pursuant to this Section 6.15. The materials submitted to the Company’s shareholders have included and shall include information regarding the Company, establish a record date for, duly call, give notice of, convene and hold a meeting the terms of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, Merger and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx Agreement and the unanimous approval and recommendation of the Company. The Company will use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies ’s board of directors in favor of the Merger, this Agreement, the other documents contemplated hereby and the transactions contemplated hereby and thereby. Prior to the distribution of such materials or any amendment or supplement thereto, Buyer and its counsel shall be provided copies of any materials not produced or provided by Buyer for such purpose and shall be provided a reasonable opportunity to review and comment thereon. (b) Each Seller hereby agrees to (i) either (a) vote such Seller’s shares of Company Shareholder Approval Common Stock in favor of approval, adoption and (B) obtain authorization of the Merger and this Agreement at any meeting of the shareholders of the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement thereof or (b) execute any written consent of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date shareholders of the Company Shareholders’ Meeting with respect to such shares of Company Common Stock approving, adopting and authorizing the Merger and this Agreement and any other matter necessary for consummation of the Merger and the other transactions contemplated by this Agreement, which vote or consent shall be no later than twenty irrevocable and may not be withdrawn, and (20ii) Business Days after deliver such Seller’s shares of Company Common Stock to Buyer pursuant to the Proxy/Registration Statement is declared effective terms of this Agreement. Further, each Seller hereby agrees that such Seller will not exercise any dissenter’s or appraisal rights that such other date as Seller may be agreed by Acquiror have with respect to the Merger. Without limiting the foregoing and in accordance herewith, each Seller agrees to execute and deliver to the Company, acting reasonablyimmediately following the execution and delivery of this Agreement, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (a Written Consent, which consent shall be irrevocable and may not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquirorwithdrawn. (iic) The Company shall send the Proxy/Registration Statement and the meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that Neither the board of directors of the Company (the “Company Board”) has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, modify the recommendation of the board of directors of the Company Board Recommendationthat the Company’s shareholders adopt and approve this Agreement and the Merger. (d) Each Seller, and the Company as applicable, agrees with and covenants to Buyer and Merger Sub that: (i) Such Seller shall not, except as contemplated by the terms of this Agreement, (v) cause, consent to or permit any Transfer of any or all of such Seller’s shares of Company Common Stock or any interest therein, (w) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of such Seller’s shares of Company Common Stock or any interest therein, (x) grant any proxy, power-of-attorney or other authorization in or with respect to such Seller’s shares of Company Common Stock, (y) deposit such Seller’s shares of Company Common Stock into a voting trust or enter into a voting agreement or arrangement with respect to such Seller’s shares of Company Common Stock, or (z) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby. For purposes of this Agreement, a Person shall be deemed to have effected a “Transfer” of a security if such Person directly or indirectly sells, gives, pledges, encumbers, grants an option with respect to, transfers or otherwise disposes of such security or any interest therein, with or without consideration, or enters into an agreement or commitment providing for the same. (ii) Such Seller shall not take any action which would restrict, limit or frustrate in any way the transactions contemplated by this Agreement. At any Company shareholders’ meeting or at any adjournment thereof or in any written consent or other circumstances upon which their vote, consent or other approval is sought, such Seller shall vote (or cause to be voted), or provide a written consent with respect to, such Seller’s shares of Company Common Stock against (y) any merger agreement or merger, consolidation, combination, tender offer (including an exchange offer), sale of any significant portion of assets, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger as set forth in this Agreement) and (z) any amendment of the Company’s Articles of Incorporation or Bylaws or other proposal or transaction involving the Company, which amendment or other proposal or transaction which is intended to or would be reasonably likely to in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, this Agreement or any of the other transactions contemplated by this Agreement.

Company Shareholder Approval. (ia) As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the The Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means take, in accordance with applicable Law and the Singapore Companies Act (the “Company Shareholders’ Written Resolution”)Company’s articles of incorporation and bylaws, or (B) in the event the Company is not able all action necessary to obtain the Company Shareholders’ Written Resolution, establish a record date for, and to duly call, give notice of, convene and hold a meeting of the Company Shareholders its shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) as soon as practicable (and in any event such meeting to be held as promptly as reasonably practicable convened within forty-five (45) days following the date that time when the Proxy/Registration Statement S-4 is declared effective under the Securities Act, and on a date no later than twenty (20effective) Business Days following such effectiveness, for the purpose of obtaining the Requisite Company Shareholder Approval (including any adjournment Vote required in connection with this Agreement and the Integrated Mergers. Except with the prior approval of such meeting Parent, no other matters shall be submitted for the purpose approval of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and Company shareholders at the CompanyCompany Meeting. The Company will shall, through the Company Board, recommend to its shareholders that they adopt and approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and shall use its reasonable best efforts to (A) solicit such approval from its the shareholders written consents and/or proxies in favor of the Company Shareholder Approval and (B) to obtain the Requisite Company Shareholder Approval Vote, including by communicating to its shareholders the Company Recommendation (and including the Company Recommendation in compliance the Proxy Statement). However, subject to Section 8.1 and Section 8.2, if the Company Board, after receiving the advice of its outside counsel and, with all respect to financial matters, its financial advisor, determines in good faith that it would be reasonably likely to constitute a violation of its fiduciary duties under applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, the Company Shareholders’ Meeting to be no later than twenty Board may (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent but shall not be unreasonably withheldrequired to) submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), conditioned in which event the Company Board may communicate the basis for its lack of a recommendation to its shareholders in the Proxy Statement or delayed)an appropriate amendment or supplement thereto to the extent required by law; provided, however, that the Company Board may adjourn not take any actions under this sentence unless (i) it gives Parent at least five (5) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Company Shareholders’ Meeting for Board in response to a period not exceeding sixteen (16) days without Superior Proposal, the consent latest material terms and conditions of, and the identity of the Acquirorthird party making, any such Superior Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstance), and (ii) at the end of such notice period, the Company Board takes into account any amendment or modification to this Agreement proposed by the other party and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would nevertheless be reasonably likely to constitute a violation of its fiduciary duties under applicable law to continue to recommend this Agreement. Notwithstanding the foregoing, the changing, qualifying or modifying of the Company Recommendation by the Company Board shall not change the approval of the Company Board for purposes of causing any Takeover Law to be inapplicable to this Agreement and the transactions contemplated hereby. (b) Except to the extent provided otherwise in Section 6.4(a), (i) the Company Board shall at all times prior to and during the Company Meeting make the Company Recommendation and shall not make a Company Subsequent Determination, and (ii) the Proxy Statement shall include the Company Recommendation. In the event that there is present at the Company Meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Company Vote, the Company will not adjourn or postpone the Company Meeting unless the Company Board reasonably determines in good faith, after consultation with and having considered the advice of counsel, that failure to do so would constitute a violation of its fiduciary duties under applicable Law. (c) The Company shall send adjourn or postpone the Proxy/Registration Statement and Company Meeting if, as of the time for which such meeting materials is originally scheduled there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Notwithstanding anything to the Company Shareholders which shall seek contrary in this Agreement, unless this Agreement has been terminated in accordance with its terms, the Company Shareholder Approval shall ensure that the Company Meeting is called, noticed, convened, held and ultimately conducted, and this Agreement shall include together with all such meeting materials it sends be submitted to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the board of directors shareholders of the Company (the “Company Board”) has unanimously recommended that at the Company Shareholders vote in favor Meeting, for the purposes of considering and voting upon the approval of this Agreement and the Integrated Mergers, and nothing contained herein shall be deemed to relieve the Company Shareholder Approval (of such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendationobligation.

Company Shareholder Approval. (i) As promptly The Company agrees to take, in accordance with applicable Law and the Company Charter and the Company Bylaws, all action necessary to convene as reasonably soon as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, (and on a date will in any event use reasonable best efforts to convene such meeting no later than twenty forty-five (2045) Business Days following calendar days after the Registration Statement is declared effective), a special meeting or meetings of its shareholders duly called and held for such effectiveness, purposes (the “Company shall (AMeeting”) solicit to consider and to obtain the Company Shareholder Approval by way of passing a resolution of Approval. Subject to Section 5.06(c), the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able Board shall at all times prior to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a during such special meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, recommend such approval and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Meeting whether or not (x) the Company’s Board of Directors shall have effected a Company Change of Recommendation or (y) any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Meeting (A) solicit from its shareholders written consents and/or proxies if, as of the time for which the Company Meeting is originally scheduled (as set forth in favor the Prospectus/Proxy Statement), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholder Approval and Meeting, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Prospectus/Proxy Statement, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval in compliance with all applicable Law and Approval. Parent may require the Company’s Governing Documents Company to adjourn, delay or postpone the Company Meeting once for a period not to exceed thirty (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company 30) calendar days (y) shall set but prior to the date of the Company Shareholders’ Meeting to be no later than twenty that is four (204) Business Days after prior to the Proxy/Registration Statement is declared effective or such other End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established a record date as may be agreed by Acquiror and for the CompanyCompany Meeting, acting reasonably, and (z) the Company shall not adjourn change such record date or establish a different record date for the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheldParent, conditioned unless required to do so by applicable Law or delayed); provided, however, that the Company may adjourn Charter or the Company Shareholders’ Bylaws or in connection with a postponement or adjournment of the Company Meeting for a period not exceeding sixteen (16) days without permitted by this Section 5.04. Without the prior written consent of Parent, approval of the Acquiror. (ii) The Company shall send the Proxy/Registration Statement principal terms of this Agreement and the meeting materials transactions contemplated hereby (including the Merger) shall be the only matter (other than matters of procedure (including a customary adjournment proposal to the Company Shareholders which shall seek solicit additional proxies if necessary to obtain the Company Shareholder Approval Approval) and shall include together with all such meeting materials it sends matters required by applicable Law to be voted on by the Company Shareholders Company’s shareholders in connection with the Company Shareholders’ Meeting a statement to approval of this Agreement and the effect transactions contemplated hereby) that the board of directors Company shall propose to be acted on by the shareholders of the Company (the “Company Board”) has unanimously recommended that at the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board RecommendationMeeting.

Company Shareholder Approval. (ia) As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders its shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly soon as reasonably practicable following after the date that the Proxy/Registration Proxy Statement is declared effective under the Securities Act, mailed (and on a date in no event later than twenty forty (2040) Business Days following days after such effectiveness, mailing) for the purpose of obtaining (a) the Requisite Company Vote required in connection with this Agreement and the Merger, and (b) if so desired and agreed by Parent, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby. Company (and its Board of Directors) shall use its reasonable best efforts to obtain from the shareholders of Company the Requisite Company Vote, including by communicating to its shareholders its recommendation (and including such recommendation in the Proxy Statement) that they adopt and approve this Agreement and the transactions contemplated hereby (the “Company Board Recommendation”). (b) Company and its Board of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the Company Shareholder Approval Board Recommendation, (ii) fail to make the Company Board Recommendation in the Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the Company Board Recommendation within ten (10) business days (or such fewer number of days as remains prior to the Company Meeting after an Acquisition Proposal is made public or any request by the other party to do so) or (v) publicly propose to do any of the foregoing (any of the foregoing described in clauses (i) through (v), a “Recommendation Change”). (c) Notwithstanding anything in this Agreement to the contrary, subject to Section 8.1 and Section 8.2, prior to the receipt of the Requisite Company Vote, the Board of Directors of Company may submit this Agreement to its shareholders without recommendation, in which event the Board of Directors of Company may communicate the basis for its lack of recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), if (i)(A) the Board of Directors of Company has received after the date hereof a bona fide Acquisition Proposal which did not result from a breach of Section 6.13(a), which it believes in good faith, after receiving the advice of its outside counsel and its financial advisors, constitutes a Superior Proposal (in which event, subject to compliance with the entirety of this Section 6.3(c) and prior to the receipt of the Requisite Company Vote, the Board of Directors of Company may cause Company to terminate this Agreement pursuant to Section 8.1(g) in order to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal) or (B) an Intervening Event has occurred, and (ii) the Board of Directors of Company, after receiving the advice of its outside counsel and its financial advisors, determines in good faith that failure to take such actions would be inconsistent with its fiduciary duties under applicable law, in each case, if, but only if, (1) Company has complied in all material respects with Section 6.13(a), (2) Company delivers to Parent at least three (3) business days’ prior written notice of its intention to take such action, and furnishes to Parent a reasonable description of the events or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the identity of the person making such Acquisition Proposal, a copy of the proposed transaction agreement(s) and all other documents relating to such Acquisition Proposal), (3) prior to taking such action, Company negotiates, and causes its financial, legal, and other advisors to negotiate, in good faith with Parent, during the three (3) business day period following Company’s delivery of the notice referred to in such sub-clause (2) above (to the extent Parent desires to so negotiate) any revision to the terms of this Agreement that Parent desires to propose, and (4) after the conclusion of such three (3) business day period, the Board of Directors of Company determines in good faith, after giving effect to all of the adjustments or revisions (if any) which may be offered by Parent pursuant to sub-clause (3) above, that, in the case of actions described in clause (i)(A) above, such Acquisition Proposal continues to constitute a Superior Proposal and in case of actions described in either clause (i)(A) or clause (i)(B) above, it nevertheless would be inconsistent with its fiduciary duties under applicable law to make or continue to make the recommendation to the shareholders of Company (it being agreed that, if such actions are being taken in response to an Acquisition Proposal, in the event that, following delivery of the notice referred to in sub-clause (2) above, there is any material revision to the terms of such Acquisition Proposal, including any adjournment revision in price or other improvement in economic terms, the three (3) business day period during which the parties agree to negotiate in good faith shall be extended, if applicable, to ensure that at least two (2) business days remain to negotiate subsequent to the time Company notifies Parent of any such material revision (it being understood that there may be multiple extensions)). (d) Notwithstanding any Recommendation Change, unless this Agreement has been terminated, the Company Meeting shall be convened and this Agreement shall be submitted to the shareholders of Company at such meeting for the purpose of soliciting additional proxies in favor the shareholders of Company considering and voting on approval of this Agreement and any other matters required to be approved by the shareholders of Company in order to consummate the transactions contemplated by this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Additionally, unless this Agreement has been terminated, Company will use its reasonable best efforts shall not submit to (A) solicit from or for a vote of its shareholders written consents and/or proxies in favor any Acquisition Proposal. (e) Company shall adjourn or postpone the Company Meeting if (i) as of the Company Shareholder Approval and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement date of such meeting for there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute the purpose quorum necessary to conduct the business of establishing a quorum). The Company such meeting, (yii) shall set as of the date of such meeting Company has not received proxies representing a sufficient number of shares necessary for the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after approval of this Agreement by the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the shareholders of Company, acting reasonablyor (iii) required by applicable law in order to ensure that any required supplement or amendment to the Proxy Statement Company was required to provide to its shareholders by applicable law is provided to the holders of Company Common Stock a reasonable amount of time prior to such meeting; provided, that, in the case of clauses (i) and (zii) shall but not adjourn the Company Shareholders’ Meeting clause (iii), without the prior written consent of Acquiror (which consent Parent, Company shall not be unreasonably withheld, conditioned adjourn or delayed); provided, however, that postpone the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen more than seven (167) business days without in the consent case of any individual adjournment or postponement or more than twenty (20) business days in the Acquiroraggregate. (ii) The Company shall send the Proxy/Registration Statement and the meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the board of directors of the Company (the “Company Board”) has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation.

Company Shareholder Approval. (ia) As promptly soon as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectivenessClosing Date, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means take all action necessary in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able all applicable Laws and its Articles of Incorporation and By-Laws to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, of and convene and hold a meeting (the "Company Shareholder Meeting") of its shareholders to consider and vote upon the approval of (1) the termination of the application of the "Conversion Cap" described in Section 4(a)(ii) of the Series B-1 Preferred Certificate of Designation, (2) the automatic conversion of the Series B-2 Preferred Shares into Series B-1 Preferred Shares pursuant to Section 4(a) of the Series B-2 Preferred Certificate of Designation, (3) the automatic conversion of any and all Series C-2 Preferred Shares into Series C-1 Preferred Shares pursuant to Section 4(a) of the Series C-2 Preferred Certificate of Designation, (4) the rights of the holders of the Series B-1 Preferred Shares to elect directors to the Board of Directors of the Company Shareholders as described in paragraphs 7(c)(ii) and 7(c)(iii) of the Series B-1 Preferred Certificate of Designation and (including any adjournment thereof, 5) an amendment to the “Articles of Incorporation of the Company Shareholders’ Meeting”(the "Charter Amendment") substantially in the form of Exhibit K hereto ("Company Shareholder Approval"). The Board of Directors of the Company has approved the matters referred to be held as promptly as reasonably practicable following in (1) through (4) above and shall approve the date matters referred to in (5) above and shall recommend that the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose shareholders of obtaining the Company Shareholder Approval (including any adjournment of vote to approve such meeting for the purpose of soliciting additional matters. The Company shall use all commercially reasonable efforts to solicit from its shareholders proxies in favor of this AgreementCompany Shareholder Approval. The date on which Company Shareholder Approval is obtained, if at all, is hereinafter referred to as the "Approval Date". (b) The Company shall, as promptly as practicable after the Closing Date, but in no event later than 30 days after the Closing Date, prepare and such other matter as may be mutually agreed by Xxxxxxxx file with the SEC (after giving the Purchaser Representative and the Purchasers' counsel the opportunity to review and comment thereon) a proxy statement to be used in connection with the Company Shareholder Meeting (such proxy statement, together with the form of proxy included therein and any amendments thereof or supplements thereto, in the form mailed to the Company's shareholders, is herein referred to as, the "Proxy Statement"). The Company will use its all commercially reasonable best efforts to (A) solicit from cause the Proxy Statement to be mailed to its shareholders written consents and/or proxies in favor of at the earliest practicable date and shall use all commercially reasonable efforts to hold the Company Shareholder Approval and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days as soon as practicable after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the AcquirorClosing Date. (iic) The Company shall send notify the Proxy/Registration Statement Purchaser Representative of the receipt of any comments of the staff of the SEC and of any requests by the staff for amendments or supplements to the Proxy Statement, or for additional information, and shall promptly supply the Purchaser Representative with copies of all correspondence between the Company or its representatives and the meeting materials staff of the SEC with respect thereto. If, at any time prior to the Company Shareholders which shall seek Shareholder Meeting, any event should occur relating to or affecting the Company Shareholder Approval and shall include together with all such meeting materials it sends or its Subsidiaries, which event should be described in an amendment or supplement to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the board of directors of the Company (the “Company Board”) has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modifyProxy Statement, the Company shall promptly inform the Purchaser Representative and shall promptly prepare, file (after giving the Purchaser Representative and the Purchasers' counsel the opportunity to review and comment thereon) and clear with the SEC and, if required by applicable Law, distribute to the Company's shareholders, such amendment or supplement. (d) Prior to the Approval Date, the Company shall make appropriate provision and take appropriate action such that a sufficient number of vacancies will exist on the Company's Board Recommendationof Directors on the Approval Date that the holders of the Series B-1 Preferred Shares are able to elect the appropriate number of directors to the Company's Board of Directors on the Approval Date, as described in Section 7(c) of the Series B-1 Preferred Certificate of Designation.

Company Shareholder Approval. (i) As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means take, in accordance with applicable law and the Singapore Companies Act Company Articles and Company Bylaws, all action necessary to convene a meeting of its shareholders (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly soon as reasonably practicable following after the date that the Proxy/Registration Statement S-4 is declared effective under the Securities Act, and on a date no (but not later than twenty (2045 days after the S-4 is declared effective) Business Days following such effectiveness, for the purpose of obtaining the Requisite Company Shareholder Approval (including any adjournment Vote, and, if so desired and mutually agreed, upon other matters of such the type customarily brought before an annual or special meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Companyshareholders to adopt a merger agreement. The Board of Directors of Company will shall use its reasonable best efforts to (A) solicit obtain from the shareholders of Company the Requisite Company Vote, including maintaining the Company Recommendation in all communications with shareholders of the Company. However, if Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that there would be a substantial likelihood that continuing to recommend this Agreement would result in a violation of its fiduciary duties under applicable law, then in submitting this Agreement to its shareholders, the Board of Directors of Company may withhold or withdraw or modify in a manner adverse to Parent its recommendation that Company’s shareholders approve this Agreement or submit this Agreement to its shareholders written consents and/or proxies in favor without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended) (any such withholding, withdrawal or modification, an “Adverse Change in Company Shareholder Approval Recommendation”), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to its shareholders, including in the Proxy Statement or an appropriate amendment or supplement thereto; provided, that the Board of Directors of Company may not take any actions under this sentence unless it gives Parent at least five (5) business days prior written notice of its intention to take such action and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date reasonable description of the event or circumstances giving rise to its determination to take such action and takes into account any amendment or modification to this Agreement proposed by Parent during such five (5) business day period. Company Shareholders’ Meeting to be no later than twenty (20) Business Days after agrees that fluctuations or changes in the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent trading price of Acquiror (which consent Parent Common Stock shall not be unreasonably withheldtaken into account or form the basis, conditioned in whole or delayed); providedin part, however, that for the determination of an Adverse Change in Company Recommendation. Nothing in this Agreement shall be interpreted to excuse Company or its Board of Directors from complying with its obligation to submit this Agreement to its shareholders at the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. (ii) The Company shall send the Proxy/Registration Statement and the meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the board of directors of the Company (the “Company Board”) has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither Company nor its Board of Directors shall submit to vote of its shareholders any Acquisition Proposal, other than the Company Board nor any committee thereof Merger unless this Agreement shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendationhave first been terminated.

Company Shareholder Approval. (ia) As promptly as reasonably practicable after Subject to Section 11.01(b), no later fifteen (15) days following the Proxy/Registration Statement is declared effective date of this Agreement, the Company will call a special meeting of its shareholders (the "Shareholders' Meeting") and cause to be mailed to its shareholders a proxy statement (the "Proxy Statement"), this Agreement, any required notification of appraisal rights under the Securities ActMBCA or other applicable Law and all other related documents (collectively, the "Proxy Materials") and on a date no later than twenty use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement, the Merger and the transactions contemplated hereby (20including the exhibits hereto) Business Days following such effectivenessand in the Seller Contribution and Indemnity Agreement and take all other action reasonably necessary or advisable to secure, at the Shareholders' Meeting, the Company Shareholder Approval. Purchaser and Merger Sub shall furnish to the Company all information concerning themselves as may be reasonably requested by the Company in connection with the preparation and distribution of the Proxy Statement. Notwithstanding anything contained herein to the contrary, the Company shall provide Purchaser with the Proxy Materials no less than two (A2) solicit Business Days prior to mailing to the Company's shareholders and obtain Purchaser shall have the right to provide comments to the Company Shareholder Approval by way of passing a resolution of which the Company Shareholders by written means shall, in good faith, consider including in the Proxy Materials. (b) The Company, acting through the Company's board of directors, shall in accordance with applicable Laws and the Singapore Companies Act Company's bylaws (the “Company Shareholders’ Written Resolution”), or (Bi) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereofhold, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty July 15, 2005, the Shareholders' Meeting and (20ii) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will use its commercially reasonable best efforts to (A) solicit from its shareholders written consents and/or holders of shares of Company Common Stock proxies in favor of the Company Shareholder Approval adoption of this Agreement and (B) obtain the Merger and the transactions contemplated herein, and take all other action necessary or advisable to secure, at the Shareholders' Meeting, the Company Shareholder Approval in compliance with all applicable Law Approval, and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. (ii) The Company shall send the Proxy/Registration Statement and the meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the 's board of directors shall unanimously recommend adoption of this Agreement, the Company Merger and the transactions contemplated herein by the Company's shareholders (the “"Company Board”) has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation").

Company Shareholder Approval. The Company shall take all lawful action to (i) As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Shareholder Approval through the execution by each of its shareholders of a 36 44 Unanimous Written Consent of Shareholders approving this Agreement and the Plan of Merger ("Company Shareholder Approval by way Consent") or (ii) cause a special meeting of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act its shareholders (the “"Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Shareholder Meeting”") to be held as promptly as reasonably practicable following duly called by the date that Company Board or the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, Company's shareholders for the purpose of voting on the approval and adoption of this Agreement and the Plan of Merger and solicit proxies from its shareholders to obtain the Shareholder Approval. Such actions shall include the preparation and delivery to shareholders of the Company of any disclosure materials that are necessary to be delivered to such shareholders in connection with obtaining the Shareholder Approval, the information in which materials will be accurate and complete in all material respects. Buyer shall be provided with the opportunity to review and comment on such materials prior to their distribution. The Company Shareholder Approval shall take the actions described in clause (including any adjournment i) or clause (ii) of such meeting for the purpose initial sentence of soliciting additional proxies in favor this Section 5.6 and the immediately preceding sentence as soon as practicable after the date of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that (a) no signature of any shareholder to the Unanimous Written Consent of Shareholders described in clause (i) of the immediately preceding sentence shall be obtained, and (b) the Company may adjourn Shareholder Meeting shall not occur, as applicable, until the Company Shareholders’ Meeting for a period not exceeding sixteen date that is five (165) business days without following the consent of date on which Buyer has delivered the Acquiror. Buyer Disclosure Memorandum to the Company's shareholders. In connection with taking the actions described in clause (i) or clause (ii) The Company shall send the Proxy/Registration Statement and the meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the board of directors of the Company (the “Company Board”) has unanimously recommended that the Company Shareholders vote in favor first sentence of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modifythis Section 5.6, the Company shall take all actions (including, but not limited to, the giving of proper notices of shareholder meetings, actions to be taken without shareholder meetings and dissenting shareholder rights) necessary or required under the Act and the Company's Articles of Incorporation and by-laws. The Company Board Recommendationshall recommend approval and adoption of this Agreement and the Merger by the Company's shareholders and, except as expressly provided in Section 5.15, shall not withdraw, amend, or modify in a manner adverse to Buyer such recommendation.

Company Shareholder Approval. (i) As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, Act for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and will take such other action as is reasonably necessary or advisable to obtain such proxies and the Company Shareholder Approval and (B) obtain the Company Shareholder Approval vote or consent of its shareholders required by and in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later not more than twenty fifteen (2015) Business Days days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the CompanyCompany in writing, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting for more than three (3) Business Days in aggregate (and in any event to a date not less than 48 hours before the scheduled Acquiror Shareholders’ Meeting) without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. (ii) The Company shall send the Proxy/Registration Statement and the meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the board of directors of the Company (the “Company Board”) Board has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholder Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation.