Common use of Extension Proxy Statement Clause in Contracts

Extension Proxy Statement. (a) As soon as reasonably practicable following the date hereof (to the extent such Extension Proxy Statement has not been filed prior to the date hereof), Priveterra shall file with the SEC a proxy statement of Priveterra (as such filing is amended or supplemented, the “Extension Proxy Statement”), for the purposes of (i) soliciting proxies from Pre-Closing Priveterra Stockholders to obtain the requisite approval for the amendment of the Governing Documents of Priveterra to extend the outside date for consummating an initial business combination to a date to be mutually agreed upon by the Company and Priveterra (but no earlier than the Termination Date), to be voted on at a meeting of the holders of Priveterra Common Stock to be called and held for such purpose, and (ii) providing the Pre-Closing Priveterra Stockholders with the opportunity to redeem their Priveterra Common Stock in connection with such proxy solicitation in accordance with the Governing Documents of Priveterra (the “Extension Meeting”). (b) Unless otherwise approved in writing by the Company, Priveterra shall send, or shall cause to be sent, the Extension Proxy Statement to the Pre-Closing Priveterra Stockholders as soon as practicable following its approval by the SEC, for the purposes of holding the Extension Meeting as soon as practicable thereafter and soliciting the approval of the Pre-Closing Priveterra Stockholders in connection therewith (approval of such matter by the Pre-Closing Priveterra Stockholders at the Extension Meeting or any postponement or adjournment thereof shall be referred to as the “Extension Approval”). (c) Priveterra shall ensure that the Extension Proxy Statement does not, as of the date on which it is distributed to the holders of Priveterra Common Stock, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. Priveterra shall include in the Extension Proxy Statement the recommendation of its board of directors that the holders of Priveterra Common Stock vote in favor of the amendment of the Governing Document of Priveterra to extend the outside date for consummating such an initial business combination to a date no earlier than the Termination Date, and shall act in good faith and use reasonable best efforts to obtain the Extension Approval.

Extension Proxy Statement. (a) As soon as reasonably practicable following On the date hereof (to the extent such Extension Proxy Statement has not been filed prior to the date hereof)of this Agreement, Priveterra Silver Spike shall file with the SEC a proxy statement of Priveterra Silver Spike (as such filing is amended or supplemented, the “Extension Proxy Statement”), for the purposes of (i) soliciting proxies from Pre-Closing Priveterra Stockholders Silver Spike Shareholders to obtain the requisite approval for the amendment of the Silver Spike Governing Documents of Priveterra Document to extend the outside date for consummating an initial business combination a Business Combination to a date to be mutually agreed upon by the Company and Priveterra Silver Spike (but no earlier than the Termination Date), to be voted on at a meeting of the holders of Priveterra Common Stock Silver Spike Ordinary Shares to be called and held for such purpose, and (ii) providing the Pre-Closing Priveterra Stockholders Silver Spike Shareholders with the opportunity to redeem their Priveterra Common Stock Silver Spike Ordinary Shares in connection with such proxy solicitation in accordance with the Silver Spike Governing Documents of Priveterra Document (the “Extension Meeting”). (b) Unless otherwise approved in writing by the Company, Priveterra shall send, or shall Silver Spike will cause to be sent, the Extension Proxy Statement to be sent to the Pre-Closing Priveterra Stockholders Silver Spike Shareholders as soon as practicable following its approval by the SEC, for the purposes of holding the Extension Meeting as soon as practicable thereafter and soliciting the approval of the Pre-Closing Priveterra Stockholders Silver Spike Shareholders in connection therewith (approval of such matter by the Pre-Closing Priveterra Stockholders Silver Spike Shareholders at the Extension Meeting or any postponement or adjournment thereof shall be referred to as the “Silver Spike Extension Approval”). (c) Priveterra Silver Spike shall ensure that the Extension Proxy Statement does not, as of the date on which it is distributed to the holders of Priveterra Common StockSilver Spike Ordinary Shares, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. Priveterra Silver Spike shall include in the Extension Proxy Statement the recommendation of its board of directors that the holders of Priveterra Common Stock Silver Spike Ordinary Shares vote in favor of the amendment of the Silver Spike Governing Document of Priveterra to extend the outside date for consummating such an initial business combination a Business Combination to a date no earlier than the Termination Date, and shall act in good faith and use reasonable best efforts to obtain the Silver Spike Extension Approval.

Extension Proxy Statement. (a) As soon as reasonably practicable following the date hereof (to the extent such Extension Proxy Statement has not been filed On or prior to December 23, 2022, the date hereof), Priveterra shall Purchaser will file with the SEC a proxy statement of Priveterra the Purchaser (as such filing is amended or supplemented, the “Extension Proxy Statement”), ) for the purposes of of, among other matters, (i) soliciting proxies from Pre-Closing Priveterra Stockholders the Purchaser’s stockholders to obtain the requisite approval for the amendment of the Governing Purchaser’s Organizational Documents of Priveterra to extend the outside date Purchaser’s deadline for consummating an initial business combination a Business Combination from February 8, 2023 to May 8, 2023, extending on a date to be mutually agreed upon by the Company and Priveterra (but no earlier than the Termination Date)monthly basis during such period, to be voted on at a meeting of the holders of Priveterra shares of Purchaser Common Stock to be called and held for such purpose, purpose (the “Extension Proposal”) and (ii) providing the Pre-Closing Priveterra Stockholders holders of shares of Purchaser Class A Common Stock with the opportunity to redeem their Priveterra respective shares of Purchaser Class A Common Stock in connection with such proxy solicitation in accordance with the Governing Purchaser’s Organizational Documents of Priveterra (the “Extension Meeting”). (b) . Unless otherwise approved in writing by the Company, Priveterra shall send, or shall the Purchaser will cause to be sent, the Extension Proxy Statement to be sent to the Pre-Closing Priveterra Stockholders Purchaser’s stockholders as soon as practicable following its approval by the SEC, for the purposes of holding the Extension Meeting as soon as practicable thereafter and soliciting the approval of the Pre-Closing Priveterra Stockholders Purchaser’s stockholders in connection therewith (approval of such matter by the Pre-Closing Priveterra Stockholders Purchaser’s stockholders at the Extension Meeting or any postponement or adjournment thereof shall be referred to as the “Purchaser Extension Approval”). (c) Priveterra . Each of the Company and the Purchaser shall ensure that the information provided by it and incorporated into the Extension Proxy Statement does not, as of the date on which it is distributed to the holders of Priveterra shares of Purchaser Class A Common Stock, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. Priveterra The Purchaser shall include in the Extension Proxy Statement the recommendation of its board of directors that the holders of Priveterra shares of Purchaser Class A Common Stock vote in favor of the amendment of the Governing Document of Priveterra Purchaser’s Organizational Documents to extend the outside date deadline for consummating such an initial business combination the Purchaser to consummate a date no earlier than the Termination DateBusiness Combination, and shall act in good faith and use its commercially reasonable best efforts to obtain the Purchaser Extension Approval on or prior to February 8, 2023, including retention of a proxy solicitor for the purposes of facilitating votes in favor of the Extension Proposal. Notwithstanding the foregoing, the Purchaser shall not be required to offer incentives of cash or any other consideration to holders of shares of Purchaser Class A Common Stock in connection with the Extension Proposal. The Purchaser shall promptly furnish to the Company copies of any notices or other communications and correspondence received by the Purchaser or its Affiliates from any Governmental Authority, including the SEC, with respect to or otherwise relating to the Extension Proxy Statement, the Extension Proposal, the Extension Meeting and the Purchaser Extension Approval. The Purchaser and the Company each shall use their respective commercially reasonable efforts to (i) cause the Extension Proxy Statement, when filed with the SEC, to comply in all material respects with all Laws applicable thereto, including all rules and regulations promulgated by the SEC, and (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Extension Proxy Statement.

Extension Proxy Statement. (a) As soon promptly as reasonably practicable following after the date hereof (to the extent such Extension Proxy Statement has not been filed prior to the date hereof)of this Agreement, Priveterra Parent shall file with the SEC prepare a proxy statement of Priveterra Parent (as such filing is amended or supplemented, the “Extension Proxy Statement”), for the purposes of (i) soliciting proxies from Pre-Closing Priveterra Stockholders Parent’s stockholders to obtain the requisite approval for the amendment of the Governing Parent’s Organizational Documents of Priveterra to extend the outside date for consummating an initial a business combination (as defined therein) to a date to be mutually agreed upon by the Company Shift and Priveterra Parent (but no earlier than the Termination Outside Date), to be voted on at a meeting of the holders of Priveterra Parent Common Stock to be called and held for such purpose, and (ii) providing the Pre-Closing Priveterra Stockholders Parent’s stockholders with the opportunity to redeem their Priveterra shares of Parent Common Stock in connection with such proxy solicitation in accordance with the Governing Parent’s Organizational Documents of Priveterra (the “Extension Meeting”). (b) Unless otherwise approved Parent reasonably believes, in writing by consultation with Shift, that the CompanyClosing will occur prior to the outside date for consummating such a business combination under Parent’s Organizational Documents, Priveterra shall sendParent will file the Extension Proxy Statement with the SEC, or shall and to cause to be sent, the Extension Proxy Statement to be sent to the Pre-Closing Priveterra Stockholders stockholders of Parent as soon as practicable following its approval by the SEC, for the purposes of holding the Extension Meeting as soon as practicable thereafter prior to such outside date and soliciting the approval of the Pre-Closing Priveterra Stockholders Parent’s stockholders in connection therewith (approval of such matter by the Pre-Closing Priveterra Stockholders stockholders of Parent at the Extension Meeting or any postponement or adjournment thereof shall be referred to as the “Parent Extension Approval”). (c) Priveterra Parent shall ensure that the Extension Proxy Statement does not, as of the date on which it is distributed to the holders of Priveterra Parent Common Stock, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. Priveterra Parent shall include in the Extension Proxy Statement the recommendation of its board of directors that the holders of Priveterra Parent Common Stock vote in favor of the amendment of the Governing Document of Priveterra Parent’s Organizational Documents to extend the outside date for consummating such an initial a business combination to a date no earlier than the Termination Outside Date, and shall act in good faith and use reasonable best efforts to obtain the Parent Extension Approval.