Common use of Parent Shareholders Meeting Clause in Contracts

Parent Shareholders Meeting. (i) Parent shall call, give notice of, convene and hold a general meeting (the “Parent Shareholders Meeting”) in accordance with Parent’s Governing Documents and applicable Law as promptly as reasonably practicable following the date on which the Parent Registration Statement is declared effective, and in any case, no later than thirty (30) Business Days thereafter, for the purpose of obtaining the Parent Shareholder Approval; provided, that subject to the requirements of any applicable Law, Parent may (and, in the case of clause (C) on up to two (2) occasions upon the reasonable request of the Company (and for no more than five (5) Business Days each) shall) postpone or adjourn the Parent Shareholders Meeting (A) if a quorum has not been established; (B) after consultation with the Company, to allow reasonable additional time for the filing and mailing of any supplement or amendment to the Proxy Statement as may be required under applicable Law and for such supplement or amendment to be disseminated and reviewed by Parent’s shareholders sufficiently in advance of the Parent Shareholders Meeting; (C) to allow reasonable additional time to solicit additional proxies, if and to the extent the requisite Parent Shareholder Approval would not otherwise be obtained; (D) after consultation with the Company, if otherwise required by applicable Law; or (E) with the prior written consent of the Company; provided, that the Parent Shareholders’ Meeting will not be adjourned to a date that is more than thirty (30) days after the date for which the Parent Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law). Parent shall advise the Company upon request on a daily basis during each of the last five (5) Business Days prior to the date of the Parent Shareholders Meeting as to the aggregate tally of proxies received by Parent with respect to the Parent Shareholder Approval and at additional times upon the reasonable request of the Company. Parent agrees that it shall provide the holders of shares of Parent Common Stock the opportunity to elect redemption of such shares of Parent Common Stock in connection with the Parent Shareholders’ Meeting, as required by Parent’s Governing Documents.

Parent Shareholders Meeting. (i) Parent shall take all action necessary to duly call, give notice of, convene convene, and hold a general meeting (the “Parent Shareholders Meeting”) in accordance with Parent’s Governing Documents and applicable Law Meeting as promptly soon as reasonably practicable following after the date on which the Parent Registration Statement Form F-4 is declared effective, and in any case, no later than thirty (30) Business Days thereafter, for the purpose of obtaining the Parent Shareholder Approval; provided, that subject to the requirements of any applicable Law, Parent may (and, in connection therewith, Parent shall mail the case ​EGM Notice to the holders of clause (C) on up to two (2) occasions upon the reasonable request Parent Ordinary Shares in advance of the Parent Shareholders Meeting. Except to the extent that the Parent Board shall have effected a Parent Adverse Recommendation Change as permitted by Section 7.02 hereof, the EGM Notice shall include the Parent Board Recommendation. Subject to Section 7.02 hereof, Parent shall use reasonable best efforts to: (i) solicit from the holders of Parent Ordinary Shares proxies in favor of the approval of granting the Parent Board authority to effect the Parent Share Issuance; and (ii) take all other actions necessary or advisable to secure the vote or consent of the holders of Parent Ordinary Shares required by applicable Law to obtain such approval. Parent shall keep the Company (updated with respect to proxy solicitation results as requested by the Company. Once the Parent Shareholders Meeting has been called and for no more than five (5) Business Days each) shall) noticed, Parent shall not postpone or adjourn the Parent Shareholders Meeting without the consent of Company (other than: (A) if in order to obtain a quorum has not been establishedof its shareholders; or (B) after consultation as reasonably determined by Parent to comply with the Company, applicable Law). Parent shall use its reasonable best efforts to allow reasonable additional time for the filing and mailing of any supplement or amendment cooperate with Company to the Proxy Statement as may be required under applicable Law and for such supplement or amendment to be disseminated and reviewed by Parent’s shareholders sufficiently in advance of hold the Parent Shareholders Meeting; (C) to allow reasonable additional Meeting on the same day and at the same time to solicit additional proxiesas the Company Stockholders Meeting as soon as reasonably practicable after the date of this Agreement, if and to set the extent the requisite Parent Shareholder Approval would not otherwise be obtained; (D) after consultation with the Company, if otherwise required by applicable Law; or (E) with same record date for each such meeting. Without the prior written consent of the Company; provided, that the Parent Shareholders’ Meeting will not be adjourned to a date that is more than thirty (30) days after the date for which the Parent Shareholders’ Meeting was originally scheduled (excluding any adjournments Company or as required by applicable Law). , (i) the approval of the grant of authority to the Parent Board to effect the Parent Share Issuance shall be the only matter that Parent shall advise propose to be acted on by the Company upon request on a daily basis during each shareholders of the last five (5) Business Days prior to the date of Parent at the Parent Shareholders Meeting as and, prior to the aggregate tally of proxies received by Parent with respect to the Parent Shareholder Approval and at additional times upon the reasonable request receipt of the Company. Requisite Parent agrees that it Vote, Parent shall provide the holders of shares of Parent Common Stock the opportunity not submit any other proposal to elect redemption of such shares of Parent Common Stock shareholders in connection with the Parent Shareholders’ Shareholders Meeting (including any proposal inconsistent with the approval of the grant of authority to the Parent Board to effect the Parent Share Issuance or the consummation of the transactions contemplated by this Agreement), except for, following the approval of the grant of authority, any Parent AGM Resolutions proposed to be voted on at a Parent AGM to be called and held on a date subsequent to the Parent Shareholder Meeting (provided that it is acknowledged and agreed that the Parent AGM must be held no later than September 30, 2021, and Parent shall be permitted to take action to call and hold the Parent AGM on such date even if the Requisite Parent Vote has not been obtained) and (ii) prior to receipt of the Requisite Parent Vote, Parent shall not call any meeting of the shareholders of Parent other than the Parent Shareholders Meeting. If the Parent Board makes a Parent Adverse Recommendation Change, as required by Parent’s Governing Documentsit will not alter the obligation of Parent to submit the approval of the grant of authority to the Parent Board to effect the Parent Share Issuance to the holders of Parent Ordinary Shares at the Parent Shareholders Meeting to consider and vote upon, unless this Agreement shall have been terminated in accordance with its terms prior to the Parent Shareholders Meeting.

Parent Shareholders Meeting. (i) Parent shall duly call, give notice of, convene and hold a general special and annual meeting of its shareholders (the “Parent Shareholders Meeting”) in accordance with Parent’s Governing Documents and applicable Law as promptly as practicable after the date the Registration Statement is declared effective under the Securities Act (except as provided in this Section 6.04) for the purpose of voting on the approval of the issuance of shares of Parent Common Shares as part of the Merger Consideration (the “Parent Share Issuance”) and the approval of such other matters to be considered at an annual meeting of Parent’s shareholders. In connection with the Parent Shareholders Meeting, Parent shall (i) subject to Section 6.03(b), recommend approval of the Parent Share Issuance by the Parent’s shareholders in the Joint Proxy Statement/Prospectus and (ii) otherwise comply with all legal requirements applicable to such meeting. Subject to Section 6.03(b), Parent will use its reasonable best efforts to solicit from its shareholders proxies in favor of the approval of the Parent Share Issuance and take all other actions reasonably practicable following necessary or advisable to secure the approval of the Parent Share Issuance. Parent shall keep the Company reasonably updated with respect to proxy solicitation results as reasonably requested by the Company, and shall direct its proxy soliciting agent to provide Company and its Representatives with the results of all proxy tabulations provided by such proxy soliciting agent to the Parent. Parent shall not, without the prior written consent of Company, adjourn or postpone the Parent Shareholders Meeting; provided, however, Parent shall have the right to adjourn or postpone the Parent Shareholders Meeting: (i) after consultation with Company, for not more than two (2) periods not to exceed ten (10) Business Days each if on the date on which the Parent Registration Statement Shareholders Meeting is declared effectivethen-scheduled, and in any case, no later than thirty (30) Business Days thereafter, for the purpose Parent has not received proxies representing a sufficient number of obtaining Parent Common Shares to obtain the Parent Shareholder Approval; provided, that subject to (ii) if on the requirements of any applicable Law, Parent may (and, in the case of clause (C) date on up to two (2) occasions upon the reasonable request of the Company (and for no more than five (5) Business Days each) shall) postpone or adjourn which the Parent Shareholders Meeting is then-scheduled, there are insufficient Parent Common Shares represented (Aeither in person or by proxy) if to constitute a quorum has not been established; (B) after consultation with necessary to conduct the Company, to allow reasonable additional time for the filing and mailing of any supplement or amendment to the Proxy Statement as may be required under applicable Law and for such supplement or amendment to be disseminated and reviewed by Parent’s shareholders sufficiently in advance business of the Parent Shareholders Meeting; or (C) to allow reasonable additional time to solicit additional proxies, if and to the extent the requisite Parent Shareholder Approval would not otherwise be obtained; (Diii) after consultation with the Company, if otherwise the failure to adjourn or postpone the Parent Shareholders Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required by applicable Law; amendment or (E) with supplement to the Joint Proxy Statement/Prospectus to be timely provided to the holders of Parent Common Shares. Once Parent has established a record date for the Parent Shareholders Meeting, Parent shall not change such record date or establish a different record date for the Parent Shareholders Meeting without the prior written consent of the Company; providedCompany (not to be unreasonably withheld, that the Parent Shareholders’ Meeting will not be adjourned delayed or conditioned), unless required to a date that is more than thirty (30) days after the date for which the Parent Shareholders’ Meeting was originally scheduled (excluding any adjournments required do so by applicable Law)Law or the Parent’s organizational documents. Regardless of whether there is a Parent shall advise the Company upon request on a daily basis during each of the last five (5) Business Days prior to the date of Adverse Recommendation Change, the Parent Shareholders Meeting as to the aggregate tally of proxies received by Parent with respect to the Parent Shareholder Approval and at additional times upon the reasonable request of the Company. Parent agrees that it shall provide the holders of shares of Parent Common Stock the opportunity to elect redemption of such shares of Parent Common Stock be held in connection accordance with the Parent Shareholders’ Meeting, as required by Parent’s Governing Documentsterms hereof unless this Agreement is terminated in accordance with Article 9.

Parent Shareholders Meeting. (a) Parent: (i) Parent shall shall, in accordance with its bye-laws, take all action necessary under all applicable Legal Requirements to, as promptly as reasonably practicable after the date of this Agreement, call, give notice of, convene of and hold a general meeting of the holders of Parent Common Shares to vote on a proposal to approve the Parent Share Issuance (the “Parent Shareholders Shareholders’ Meeting”) as promptly as reasonably practicable after the date of this Agreement; and (ii) shall submit such proposal to, and use its reasonable best efforts to solicit proxies in accordance favor of, such proposal from such holders at the Parent Shareholders’ Meeting and shall not submit any other proposal to such holders in connection with the Parent Shareholders’ Meeting that is not related to the approval or consummation of any of the Contemplated Transactions without the prior written consent of the Company. Parent, in consultation with the Company, shall set a record date for Persons entitled to notice of, and to vote at, the Parent Shareholders’ Meeting and shall not change such record date without the prior written consent of the Company, which consent shall not be unreasonably withheld if such change is required by an applicable Legal Requirement. The Parent Shareholders’ Meeting shall be held (on a date selected by Parent in consultation with the Company) as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Parent shall ensure that all proxies solicited in connection with the Parent Shareholders’ Meeting are solicited in compliance with all applicable Legal Requirements. Notwithstanding anything to the contrary contained in this Agreement: (A) Parent shall not postpone or adjourn the Parent Shareholders’ Meeting without the consent of the Company, other than (1) to the extent necessary to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus that is required by applicable Legal Requirements is disclosed to Parent’s Governing Documents shareholders or (2) if, as of the time at which the Parent Shareholders’ Meeting is scheduled, there are insufficient Parent Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Parent Shareholders’ Meeting, to the extent necessary to obtain such a quorum; and (B) Parent shall postpone or adjourn the Parent Shareholders’ Meeting up to two times for up to 30 days each time if the Company reasonably requests such postponement or adjournment in order to solicit additional proxies in favor of the approval of the Parent Share Issuance (but not later than five Business Days prior to the Outside Date), in which case, Parent shall use its reasonable best efforts during any such postponement or adjournment to solicit and obtain such proxies in favor of the approval of the Parent Share Issuance as soon as reasonably practicable. Subject to applicable Law Legal Requirements: (aa) Parent shall cooperate with the Company and use its reasonable best efforts to cause the Parent Shareholders’ Meeting to be held on the same date as the Company Stockholders’ Meeting; and (bb) if, notwithstanding such efforts, the Company Stockholders’ Meeting is held prior to the Parent Shareholders’ Meeting, Parent shall use its reasonable best efforts to cause its meeting to be held as promptly as reasonably practicable following the date on which the Parent Registration Statement is declared effective, and in any case, no later than thirty (30) Business Days thereafter, for the purpose of obtaining the Parent Shareholder Approval; provided, that subject to the requirements of any applicable Law, Parent may (and, in the case of clause (C) on up to two (2) occasions upon the reasonable request of the Company (and for no more than five (5) Business Days each) shall) postpone or adjourn the Parent Shareholders Meeting (A) if a quorum has not been established; (B) after consultation with the Company, to allow reasonable additional time for the filing and mailing of any supplement or amendment to the Proxy Statement as may be required under applicable Law and for such supplement or amendment to be disseminated and reviewed by Parent’s shareholders sufficiently in advance of the Parent Shareholders Meeting; (C) to allow reasonable additional time to solicit additional proxies, if and to the extent the requisite Parent Shareholder Approval would not otherwise be obtained; (D) after consultation with the Company, if otherwise required by applicable Law; or (E) with the prior written consent of the Company; provided, that the Parent Shareholders’ Meeting will not be adjourned to a date that is more than thirty (30) days after the date for which the Parent Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law). Parent shall advise the Company upon request on a daily basis during each of the last five (5) Business Days prior to the date of the Parent Shareholders Meeting as to the aggregate tally of proxies received by Parent with respect to the Parent Shareholder Approval and at additional times upon the reasonable request of the Company. Parent agrees that it shall provide the holders of shares of Parent Common Stock the opportunity to elect redemption of such shares of Parent Common Stock in connection with the Parent ShareholdersStockholders’ Meeting, as required by Parent’s Governing Documents.

Parent Shareholders Meeting. (i) Parent shall take all action necessary under applicable Law to, in consultation with the Company, establish a record date for, call, give notice of, convene of and hold a general meeting of the holders of Parent Ordinary Shares for purposes of proposing the shareholder resolutions necessary to give effect to the Merger, including the Parent Proposals (such meeting, the “Parent Shareholders Shareholders’ Meeting”) ). The Parent Shareholders’ Meeting shall be held as promptly as practicable, in accordance with applicable Law and Parent’s Governing Documents after the Circular is first mailed or otherwise made available to Parent Shareholders. Parent and applicable Law as promptly as the Company shall use commercial reasonably practicable following efforts to hold the Parent Shareholders Meeting and the Company Shareholders Meeting on the same day. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Shareholders’ Meeting, or a date preceding the date on which the Parent Registration Statement is declared effective, and in any case, no later than thirty (30) Business Days thereafter, for the purpose of obtaining the Parent Shareholder Approval; provided, that subject to the requirements of any applicable Law, Parent may (and, in the case of clause (C) on up to two (2) occasions upon the reasonable request of the Company (and for no more than five (5) Business Days each) shall) postpone or adjourn the Parent Shareholders Meeting (A) if a quorum has not been established; (B) after consultation with the Company, to allow reasonable additional time for the filing and mailing of any supplement or amendment to the Proxy Statement as may be required under applicable Law and for such supplement or amendment to be disseminated and reviewed by Parent’s shareholders sufficiently in advance of the Parent Shareholders Meeting; (C) to allow reasonable additional time to solicit additional proxies, if and to the extent the requisite Parent Shareholder Approval would not otherwise be obtained; (D) after consultation with the Company, if otherwise required by applicable Law; or (E) with the prior written consent of the Company; provided, that the Parent Shareholders’ Meeting is scheduled, Parent reasonably believes that (i) it will not be adjourned receive proxies sufficient to a date that is more than thirty (30) days after the date for which obtain the Parent Shareholders’ Meeting was originally scheduled Required Vote, whether or not a quorum would be present or (excluding any adjournments required by applicable Law). Parent shall advise the Company upon request on a daily basis during each of the last five (5ii) Business Days prior to the date of the it will not have sufficient Parent Shareholders Meeting as (whether in person or by proxy) to constitute a quorum necessary to conduct the aggregate tally business of proxies received by Parent with respect to the Parent Shareholder Approval and at additional times upon the reasonable request of the Company. Parent agrees that it shall provide the holders of shares of Parent Common Stock the opportunity to elect redemption of such shares of Parent Common Stock in connection with the Parent Shareholders’ Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Shareholders’ Meeting as required by Parent’s Governing Documentslong as the date of the Parent Shareholders’ Meeting is not postponed or adjourned more than an aggregate of 30 calendar days in connection with any postponements or adjournments.

Parent Shareholders Meeting. (i) Parent shall callSubject to Section 5.4, give notice of, convene and hold a general meeting (the “Parent Shareholders Meeting”) in accordance with Parent’s Governing Documents and applicable Law as promptly as reasonably practicable following the date on which clearance of the Parent Registration Statement is declared effectiveby the SEC and after reasonable consultation with the Company, Parent shall call and hold the Parent Shareholders Meeting as promptly as practicable following the mailing of the definitive Parent Registration Statement (and in any caseevent within twenty (20) days after the date thereof, no later than thirty (30) Business Days thereafterunless otherwise required by applicable Laws); provided, however, for the purpose avoidance of obtaining the Parent Shareholder Approval; provided, that subject to the requirements of any applicable Lawdoubt, Parent may (and, in the case of clause (C) on up to two (2) occasions upon the reasonable request of the Company (and for no more than five (5) Business Days each) shall) postpone or adjourn the Parent Shareholders Meeting Meeting: (Ai) if a quorum has not been establishedwith the consent of the Company; (Bii) after consultation with for the Company, absence of a quorum; (iii) to allow reasonable additional time (not to exceed 20 days) for the filing and mailing distribution of any supplement supplemental or amendment amended disclosure with respect to the Proxy Statement as may be required transactions contemplated by this Agreement which the Parent Board has determined in good faith (after consultation with its outside legal counsel) is necessary under applicable Law Laws and for such supplement supplemental or amendment amended disclosure to be disseminated to and reviewed by Parent’s shareholders sufficiently in advance of prior to the Parent Shareholders Meeting; or (Civ) for up to allow ten (10) Business Days in the aggregate in connection with Parent taking any of the actions permitted by Section 5.4 in response to a Takeover Proposal. Without limiting the generality of the foregoing, Parent’s requirement to call and hold the Parent Shareholder Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to Parent of any Takeover Proposal, Intervening Event or the Parent Board making a Parent Adverse Recommendation Change. Subject to Section 5.4, unless Parent shall have made a Parent Adverse Recommendation Change, the Parent Board shall use its reasonable additional time best efforts to solicit additional proxies, if and the Requisite Parent Vote at the Parent Shareholders Meeting. Prior to the extent mailing of the requisite Parent Shareholder Approval would not otherwise Registration Statement, Parent shall be obtained; (D) after consultation with entitled to engage a proxy solicitor that is reasonably satisfactory to the Company, if otherwise required by applicable Law; or (E) with the prior written consent of the Company; provided, that the Parent Shareholders’ Meeting will not be adjourned to a date that is more than thirty (30) days after the date for which the Parent Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law). and Parent shall advise keep the Company upon request on a daily basis during each of reasonably informed regarding its solicitation efforts and proxy tallies following the last five (5) Business Days prior to the date mailing of the Parent Shareholders Meeting as to the aggregate tally of proxies received by Parent with respect to the Parent Shareholder Approval and at additional times upon the reasonable request of the Company. Parent agrees that it shall provide the holders of shares of Parent Common Stock the opportunity to elect redemption of such shares of Parent Common Stock in connection with the Parent Shareholders’ Meeting, as required by Parent’s Governing DocumentsRegistration Statement.

Parent Shareholders Meeting. (i) Parent shall call, give notice of, convene and hold a general meeting (the “Parent Shareholders Meeting”) in accordance with Parent’s Governing Documents and applicable Law as promptly as reasonably practicable following the date on which the Parent Registration Statement is declared effective, and in any case, no later than thirty (30) Business Days thereafter, for the purpose of obtaining the Parent Shareholder Approval; provided, that subject to the requirements of any applicable Law, Parent may (and, in the case of clause (C) on up to two (2) occasions upon the reasonable request of the Company (and for no more than five (5) Business Days each) shall) postpone or adjourn the Parent Shareholders Meeting (A) if a quorum has not been established; (B) after consultation with the Company, to allow reasonable additional time for the filing and mailing of any supplement or amendment to the Proxy Statement as may be required under applicable Law and for such supplement or amendment to be disseminated and reviewed by Parent’s shareholders sufficiently in advance of the Parent Shareholders Meeting; (C) to allow reasonable additional time to solicit additional proxies, if and to the extent the requisite Parent Shareholder Approval would not otherwise be obtained; (D) after consultation with the Company, if otherwise required by applicable Law; or (E) with the prior written consent of the Company; provided, that the Parent Shareholders’ Meeting will not be adjourned to a date that is more than thirty (30) days after the date for which the Parent Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law). Parent shall advise the Company upon request on a daily basis during each of the last five (5) Business Days prior to the date of the Parent Shareholders Meeting as to the aggregate tally of proxies received by Parent with respect to the Parent Shareholder Approval and at additional times upon the reasonable request of the Company. Parent agrees that it shall provide the holders of shares of Parent Class A Common Stock the opportunity to elect redemption of such shares of Parent Class A Common Stock in connection with the Parent Shareholders’ Meeting, as required by Parent’s Governing Documents.

Parent Shareholders Meeting. (ia) Parent shall call, give notice of, convene and hold a general meeting (the “Parent Shareholders Meeting”) in accordance with Parent’s Governing Documents and take all action necessary under applicable Law as promptly as reasonably practicable following the date on which the Parent Registration Statement is declared effective, and in any case, no later than thirty (30) Business Days thereafter, for the purpose of obtaining the Parent Shareholder Approval; provided, that subject to the requirements of any applicable Law, Parent may (andto, in the case of clause (C) on up to two (2) occasions upon the reasonable request of the Company (and for no more than five (5) Business Days each) shall) postpone or adjourn the Parent Shareholders Meeting (A) if a quorum has not been established; (B) after consultation with the Company, to allow reasonable additional time for the filing establish a record date for, call, give notice of and mailing of any supplement or amendment to the Proxy Statement as may be required under applicable Law and for such supplement or amendment to be disseminated and reviewed by Parent’s shareholders sufficiently in advance hold a meeting of the holders of Parent Shareholders Ordinary Shares to consider and vote on the Parent Proposals (such meeting, the “Parent Shareholders’ Meeting; (C) to allow reasonable additional time to solicit additional proxies, if and to the extent the requisite Parent Shareholder Approval would not otherwise be obtained; (D) after consultation with the Company, if otherwise required by applicable Law; or (E) with the prior written consent of the Company; provided, that the ”). The Parent Shareholders’ Meeting will not shall be adjourned to a date that is more than thirty (30) days held as promptly as practicable, in accordance with applicable Law and the Parent Governing Documents, after the date for which Proxy Statement is “cleared” by the Parent Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law)SEC. Parent shall advise the Company upon request on a daily basis during each of the last five (5) Business Days prior take reasonable measures to the date of the Parent Shareholders Meeting as to the aggregate tally of ensure that all proxies received by Parent with respect to the Parent Shareholder Approval and at additional times upon the reasonable request of the Company. Parent agrees that it shall provide the holders of shares of Parent Common Stock the opportunity to elect redemption of such shares of Parent Common Stock solicited in connection with the Parent Shareholders’ Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Shareholders’ Meeting, or a date preceding the date on which the Parent Shareholders’ Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Required Vote, whether or not a quorum would be present or (ii) it will not have sufficient Parent Ordinary Shares represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Shareholders’ Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Shareholders’ Meeting as required by Parent’s Governing Documentslong as the date of the Parent Shareholders’ Meeting is not postponed or adjourned more than an aggregate of 30 calendar days in connection with any postponements or adjournments.

Parent Shareholders Meeting. As promptly as reasonably practicable following the date of this Agreement, the Board of Directors of Parent or a duly appointed committee thereof will duly adopt resolutions at meetings duly called and held at which directors of Parent constituting a quorum are present (i) directing that the Merger be submitted for approval to a vote at a general meeting of Parent’s shareholders, (ii) approving the form of the circular to be posted to the shareholders of Parent in connection with the Parent Shareholders Meeting (as defined below), which shall include a notice of general meeting setting out the shareholder resolution(s) approving the entry into by Parent and Safety of the Merger Agreement, the Merger and the other matters contemplated by the Merger Agreement to be proposed to the shareholders of Parent at the Parent Shareholders Meeting and the Parent Recommendation and shall be in compliance with LR13.3.1 of the Listing Rules of the Financial Services Authority (the “Circular”) and (iii) approving the posting of the Circular to the shareholders of Parent. Neither the Board of Directors of Parent nor any committee thereof shall withdraw, modify or qualify in any manner adverse to Receiver (or publicly propose to withdraw, modify or qualify in any manner adverse to Receiver) the Parent Recommendation or 80 approve, recommend or adopt a third party Takeover Proposal with respect to Safety (or publicly propose to approve, recommend or adopt a third party Takeover Proposal with respect to Safety) or fail to make the Parent Recommendation (collectively, a “Change in the Parent Recommendation”); provided that the Board of Directors of Parent may make a Change in the Parent Recommendation pursuant to and in accordance with Section 5.6. Parent shall, as promptly as reasonably practicable following the date of this Agreement, duly call, give notice of, convene and hold a general meeting of its shareholders or any adjournment or postponement thereof (the “Parent Shareholders Meeting”) in accordance with Parent’s Governing Documents and applicable Law as promptly as reasonably practicable following the date on which the Parent Registration Statement is declared effective, and in any case, no later than thirty (30) Business Days thereafter, for the purpose of obtaining the Parent Shareholder Approval; provided. Receiver shall use its commercially reasonable efforts to cooperate with Parent and to promptly provide any information or responses to comments or other assistance reasonably requested by Parent in connection with the foregoing. Parent shall prepare and post the Circular to the shareholders of Parent as promptly as reasonably practicable following the date of this Agreement. Prior to mailing the Circular (or any amendment or supplement thereto) to Parent Shareholders, Parent (i) shall provide Receiver a reasonable opportunity to review such document and (ii) shall give reasonable consideration to all comments proposed by Receiver. If at any time prior to the Parent Shareholder Meeting there shall occur any event (including discovery of any fact, circumstance or event) that should be set forth in an amendment or supplement to the Circular, Parent shall promptly prepare and mail to its shareholders such an amendment or supplement or issue a press release or take other corrective action, in each case to the extent required by applicable Law. Without limiting the generality of the foregoing, Parent agrees that its obligations pursuant to this Section 6.2 shall not be affected by the commencement, public proposal, public disclosure or communication to Parent or any other Person of any Takeover Proposal with respect to Safety or by any action taken pursuant to Section 5.6 (including any Change in the Parent Recommendation) other than termination of this Agreement and, subject to the requirements following sentence, Parent shall remain obligated to call, give notice of, convene and hold the Parent Shareholders Meeting. Notwithstanding anything to the contrary and for avoidance of doubt, at any applicable Lawtime prior to the Parent Shareholder Approval, Parent may (and, in the case of clause (C) on up to two (2) occasions upon the reasonable request of the Company (and for no more than five (5) Business Days each) shall) adjourn or postpone or adjourn the Parent Shareholders Meeting following a Change in the Parent Recommendation, or upon notification to Receiver of the occurrence of an Intervening Event or in response to a Takeover Proposal which the Board of Directors of Parent (Aor any committee thereof) if a quorum has not been established; (B) determines in good faith after consultation with its outside counsel has a reasonable likelihood of leading to a Superior Proposal and that the Company, failure to allow reasonable additional time for the filing and mailing of any supplement or amendment to the Proxy Statement as may take such action would be required inconsistent with its fiduciary and/or statutory duties under applicable Law and for such supplement or amendment to be disseminated and reviewed by Parent’s shareholders sufficiently or, in advance of the Parent Shareholders Meeting; (C) to allow reasonable additional time to solicit additional proxiesany event, if and to the extent the requisite Parent Shareholder Approval would not otherwise be obtained; (D) after consultation with the Company, if otherwise required by applicable Law; or (E) with the prior written consent of the Company; provided, that the Parent Shareholders’ Meeting will not be adjourned to a date that this Agreement is more than thirty (30) days after the date for which the Parent Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law). Parent shall advise the Company upon request on a daily basis during each of the last five (5) Business Days prior to the date of terminated before the Parent Shareholders Meeting as is held. Parent shall not submit to the aggregate tally vote of proxies received by Parent its shareholders any Takeover Proposal with respect to Safety, or propose to do so, until after the Parent Shareholder Approval and at additional times upon the reasonable request termination of the Company. Parent agrees that it shall provide the holders of shares of Parent Common Stock the opportunity to elect redemption of such shares of Parent Common Stock in connection with the Parent Shareholders’ Meeting, as required by Parent’s Governing Documentsthis Agreement.

Parent Shareholders Meeting. (a) Parent shall (i) Parent shall take all action necessary under applicable Legal Requirements to call, give notice of, convene of and hold a general meeting of the holders of Parent Common Stock (such meeting, the “Parent Shareholders Shareholders’ Meeting”) to vote on the (A) Merger, (B) issuance of Parent Common Stock in accordance with the Merger, (C) Parent Amended and Restated Charter and Parent Amended and Restated Bylaws, (D) Spin-Out, (E) change of control of Parent resulting from the Merger and the Spin-Out pursuant to rules of Nasdaq, (F) Reverse Split, (G) increase in the number of authorized shares of Parent to an amount to be determined by the Company, (H) 2020 Equity Incentive Plan of Parent’s Governing Documents , and applicable Law if required by the Company, the 2020 Employee Stock Purchase Plan of Parent, each in the form provided by the Company, in each case such adoption to be effective upon consummation of the Merger and (I) Delaware Reincorporation (collectively, the “Parent Shareholder Approval Matters”) and (ii) mail to Parent Shareholders as of the record date established for the Parent Shareholders’ Meeting, Proxy Statement / Prospectus / Information Statement. The Parent Shareholders’ Meeting shall be held as promptly as reasonably practicable following practicable, and in any event within 20 days, after the Form S-4 Registration Statement is declared effective under the Securities Act. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Shareholders’ Meeting are solicited in compliance with all applicable Legal Requirements. Notwithstanding anything to the contrary contained herein, if on a date preceding the date on which or the date on which the Parent Registration Statement Shareholders’ Meeting is declared effectivescheduled, and in any case, no later than thirty Parent reasonably believes that (30A) Business Days thereafter, for the purpose of obtaining it will not receive proxies sufficient to obtain the Parent Shareholder Approval; provided, that subject whether or not a quorum would be present or (B) it will not have sufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the requirements business of any applicable Lawthe Parent Shareholders’ Meeting, Parent may (andor will, in at the case of clause (C) on up to two (2) occasions upon the reasonable request of the Company (and for no more than five (5) Business Days each) shallCompany’s direction) postpone or adjourn the Parent Shareholders Meeting (A) if a quorum has not been established; (B) after consultation with the Companyadjourn, to allow reasonable additional time for the filing and mailing of any supplement or amendment to the Proxy Statement as may be required under applicable Law and for such supplement make one or amendment to be disseminated and reviewed by Parent’s shareholders sufficiently in advance of the Parent Shareholders Meeting; (C) to allow reasonable additional time to solicit additional proxiesmore successive postponements or adjournments of, if and to the extent the requisite Parent Shareholder Approval would not otherwise be obtained; (D) after consultation with the Company, if otherwise required by applicable Law; or (E) with the prior written consent of the Company; provided, that the Parent Shareholders’ Meeting will not be adjourned to a date that is more than thirty (30) days after as long as the date for which of the Parent Shareholders’ Meeting was originally scheduled (excluding is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments required by applicable Law)in reliance on the preceding sentence. Parent shall advise In the Company upon request on a daily basis event that during each of the last five (5) Business Days prior to the date of the Parent Shareholders Meeting as to the aggregate tally of proxies received by Parent with respect to the Parent Shareholder Approval and at additional times upon the reasonable request of the Company. Parent agrees that it shall provide the holders of shares of Parent Common Stock the opportunity to elect redemption of such shares of Parent Common Stock in connection with the Parent Shareholders’ MeetingMeeting is then scheduled to be held, as required by ParentParent delivers a notice of an intent to make an Parent Change in Recommendation, the Company may direct Parent to recess or adjourn the Parent Shareholders’ Meeting for up to five (5) Business Days and Parent shall promptly, and in any event no later than the next Business Day, recess or adjourn the Parent Shareholders’ Meeting in accordance with the Company’s Governing Documentsdirection. In addition, in the event the Parent Shareholders’ Meeting is scheduled to occur less than two (2) Business Days after the publication of the Exchange Ratio Announcement, Parent may, or the Company may direct Parent to, recess or adjourn the Parent Shareholders’ Meeting until the date such that the meeting would be held on the date that is two (2) Business Days following the publication of the Exchange Ratio Announcement.

Parent Shareholders Meeting. (i) Parent shall take all action necessary to duly call, give notice of, convene convene, and hold a general meeting (the “Parent Shareholders Meeting”) in accordance with Parent’s Governing Documents and applicable Law Meeting as promptly soon as reasonably practicable following after the date on which the Parent Registration Statement Form F-4 is declared effective, and in any case, no later than thirty (30) Business Days thereafter, for the purpose of obtaining the Parent Shareholder Approval; provided, that subject to the requirements of any applicable Law, Parent may (and, in connection therewith, Parent shall mail the case ‌EGM Notice to the holders of clause (C) on up to two (2) occasions upon the reasonable request Parent Ordinary Shares in advance of the Parent Shareholders Meeting. Except to the extent that the Parent Board shall have effected a Parent Adverse Recommendation Change as permitted by Section 7.02 hereof, the EGM Notice shall include the Parent Board Recommendation. Subject to Section 7.02 hereof, Parent shall use reasonable best efforts to: (i) solicit from the holders of Parent Ordinary Shares proxies in favor of the approval of granting the Parent Board authority to effect the Parent Share Issuance; and (ii) take all other actions necessary or advisable to secure the vote or consent of the holders of Parent Ordinary Shares required by applicable Law to obtain such approval. Parent shall keep the Company (updated with respect to proxy solicitation results as requested by the Company. Once the Parent Shareholders Meeting has been called and for no more than five (5) Business Days each) shall) noticed, Parent shall not postpone or adjourn the Parent Shareholders Meeting without the consent of Company (other than: (A) if in order to obtain a quorum has not been establishedof its shareholders; or (B) after consultation as reasonably determined by Parent to comply with the Company, applicable Law). Parent shall use its reasonable best efforts to allow reasonable additional time for the filing and mailing of any supplement or amendment cooperate with Company to the Proxy Statement as may be required under applicable Law and for such supplement or amendment to be disseminated and reviewed by Parent’s shareholders sufficiently in advance of hold the Parent Shareholders Meeting; (C) to allow reasonable additional Meeting on the same day and at the same time to solicit additional proxiesas the Company Stockholders Meeting as soon as reasonably practicable after the date of this Agreement, if and to set the extent the requisite Parent Shareholder Approval would not otherwise be obtained; (D) after consultation with the Company, if otherwise required by applicable Law; or (E) with same record date for each such meeting. Without the prior written consent of the Company; provided, that the Parent Shareholders’ Meeting will not be adjourned to a date that is more than thirty (30) days after the date for which the Parent Shareholders’ Meeting was originally scheduled (excluding any adjournments Company or as required by applicable Law). , (i) the approval of the grant of authority to the Parent Board to effect the Parent Share Issuance shall be the only matter that Parent shall advise propose to be acted on by the Company upon request on a daily basis during each shareholders of the last five (5) Business Days prior to the date of Parent at the Parent Shareholders Meeting as and, prior to the aggregate tally of proxies received by Parent with respect to the Parent Shareholder Approval and at additional times upon the reasonable request receipt of the Company. Requisite Parent agrees that it Vote, Parent shall provide the holders of shares of Parent Common Stock the opportunity not submit any other proposal to elect redemption of such shares of Parent Common Stock shareholders in connection with the Parent Shareholders’ Shareholders Meeting (including any proposal inconsistent with the approval of the grant of authority to the Parent Board to effect the Parent Share Issuance or the consummation of the transactions contemplated by this Agreement), except for, following the approval of the grant of authority, any Parent AGM Resolutions proposed to be voted on at a Parent AGM to be called and held on a date subsequent to the Parent Shareholder Meeting (provided that it is acknowledged and agreed that the Parent AGM must be held no later than September 30, 2021, and Parent shall be permitted to take action to call and hold the Parent AGM on such date even if the Requisite Parent Vote has not been obtained) and (ii) prior to receipt of the Requisite Parent Vote, Parent shall not call any meeting of the shareholders of Parent other than the Parent Shareholders Meeting. If the Parent Board makes a Parent Adverse Recommendation Change, as required by Parent’s Governing Documentsit will not alter the obligation of Parent to submit the approval of the grant of authority to the Parent Board to effect the Parent Share Issuance to the holders of Parent Ordinary Shares at the Parent Shareholders Meeting to consider and vote upon, unless this Agreement shall have been terminated in accordance with its terms prior to the Parent Shareholders Meeting.

Parent Shareholders Meeting. As promptly as reasonably practicable following the date of this Agreement, the Board of Directors of Parent or a duly appointed committee thereof will duly adopt resolutions at meetings duly called and held at which directors of Parent constituting a quorum are present (i) directing that the Merger be submitted for approval to a vote at a general meeting of Parent’s shareholders, (ii) approving the form of the circular to be posted to the shareholders of Parent in connection with the Parent Shareholders Meeting (as defined below), which shall include a notice of general meeting setting out the shareholder resolution(s) approving the entry into by Parent and Safety of the Merger Agreement, the Merger and the other matters contemplated by the Merger Agreement to be proposed to the shareholders of Parent at the Parent Shareholders Meeting and the Parent Recommendation and shall be in compliance with LR13.3.1 of the Listing Rules of the Financial Services Authority (the “Circular”) and (iii) approving the posting of the Circular to the shareholders of Parent. Neither the Board of Directors of Parent nor any committee thereof shall withdraw, modify or qualify in any manner adverse to Receiver (or publicly propose to withdraw, modify or qualify in any manner adverse to Receiver) the Parent Recommendation or approve, recommend or adopt a third party Takeover Proposal with respect to Safety (or publicly propose to approve, recommend or adopt a third party Takeover Proposal with respect to Safety) or fail to make the Parent Recommendation (collectively, a “Change in the Parent Recommendation”); provided that the Board of Directors of Parent may make a Change in the Parent Recommendation pursuant to and in accordance with Section 5.6. Parent shall, as promptly as reasonably practicable following the date of this Agreement, duly call, give notice of, convene and hold a general meeting of its shareholders or any adjournment or postponement thereof (the “Parent Shareholders Meeting”) in accordance with Parent’s Governing Documents and applicable Law as promptly as reasonably practicable following the date on which the Parent Registration Statement is declared effective, and in any case, no later than thirty (30) Business Days thereafter, for the purpose of obtaining the Parent Shareholder Approval; provided. Receiver shall use its commercially reasonable efforts to cooperate with Parent and to promptly provide any information or responses to comments or other assistance reasonably requested by Parent in connection with the foregoing. Parent shall prepare and post the Circular to the shareholders of Parent as promptly as reasonably practicable following the date of this Agreement. Prior to mailing the Circular (or any amendment or supplement thereto) to Parent Shareholders, Parent (i) shall provide Receiver a reasonable opportunity to review such document and (ii) shall give reasonable consideration to all comments proposed by Receiver. If at any time prior to the Parent Shareholder Meeting there shall occur any event (including discovery of any fact, circumstance or event) that should be set forth in an amendment or supplement to the Circular, Parent shall promptly prepare and mail to its shareholders such an amendment or supplement or issue a press release or take other corrective action, in each case to the extent required by applicable Law. Without limiting the generality of the foregoing, Parent agrees that its obligations pursuant to this Section 6.2 shall not be affected by the commencement, public proposal, public disclosure or communication to Parent or any other Person of any Takeover Proposal with respect to Safety or by any action taken pursuant to Section 5.6 (including any Change in the Parent Recommendation) other than termination of this Agreement and, subject to the requirements following sentence, Parent shall remain obligated to call, give notice of, convene and hold the Parent Shareholders Meeting. Notwithstanding anything to the contrary and for avoidance of doubt, at any applicable Lawtime prior to the Parent Shareholder Approval, Parent may (and, in the case of clause (C) on up to two (2) occasions upon the reasonable request of the Company (and for no more than five (5) Business Days each) shall) adjourn or postpone or adjourn the Parent Shareholders Meeting following a Change in the Parent Recommendation, or upon notification to Receiver of the occurrence of an Intervening Event or in response to a Takeover Proposal which the Board of Directors of Parent (Aor any committee thereof) if a quorum has not been established; (B) determines in good faith after consultation with its outside counsel has a reasonable likelihood of leading to a Superior Proposal and that the Company, failure to allow reasonable additional time for the filing and mailing of any supplement or amendment to the Proxy Statement as may take such action would be required inconsistent with its fiduciary and/or statutory duties under applicable Law and for such supplement or amendment to be disseminated and reviewed by Parent’s shareholders sufficiently or, in advance of the Parent Shareholders Meeting; (C) to allow reasonable additional time to solicit additional proxiesany event, if and to the extent the requisite Parent Shareholder Approval would not otherwise be obtained; (D) after consultation with the Company, if otherwise required by applicable Law; or (E) with the prior written consent of the Company; provided, that the Parent Shareholders’ Meeting will not be adjourned to a date that this Agreement is more than thirty (30) days after the date for which the Parent Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law). Parent shall advise the Company upon request on a daily basis during each of the last five (5) Business Days prior to the date of terminated before the Parent Shareholders Meeting as is held. Parent shall not submit to the aggregate tally vote of proxies received by Parent its shareholders any Takeover Proposal with respect to Safety, or propose to do so, until after the Parent Shareholder Approval and at additional times upon the reasonable request termination of the Company. Parent agrees that it shall provide the holders of shares of Parent Common Stock the opportunity to elect redemption of such shares of Parent Common Stock in connection with the Parent Shareholders’ Meeting, as required by Parent’s Governing Documentsthis Agreement.

Parent Shareholders Meeting. (i) Parent shall call, give notice of, convene and hold a general meeting (the “Parent Shareholders Meeting”) in accordance with Parent’s Governing Documents and applicable Law as promptly as reasonably practicable following the date on which the Parent Registration Statement is declared effective, and in any case, no later than thirty (30) Business Days thereafter, for the purpose of obtaining the Parent Shareholder Approval; provided, that subject to the requirements of any applicable Law, Parent may (and, in the case of clause (C) on up to two (2) occasions upon the reasonable request of the Company (and for no more than five (5) Business Days each) shall) postpone or adjourn the Parent Shareholders Meeting (A) if a quorum has not been established; (B) after consultation with the Company, to allow reasonable additional time for the filing and mailing of any supplement or amendment to the Proxy Statement as may be required under applicable Law and for such supplement or amendment to be disseminated and reviewed by Parent’s shareholders sufficiently in advance of the Parent Shareholders Meeting; (C) to allow reasonable additional time to solicit additional proxies, if and to the extent the requisite Parent Shareholder Approval would not otherwise be obtained; (D) after consultation with the Company, if otherwise required by applicable Law; or (E) with the prior written consent of the Company; provided, that the Parent Shareholders’ Meeting will not be adjourned to a date that is more than thirty (30) days after the date for which the Parent Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law). Parent shall advise the Company upon request on a daily basis during each of the last five (5) Business Days prior to the date of the Parent Shareholders Meeting as to the aggregate tally of proxies received by Parent with respect to the Parent Shareholder Approval and at additional times upon the reasonable request of the Company. Parent agrees that it shall provide the holders of shares of Parent Common Stock the opportunity to elect redemption of such shares of Parent Common Stock in connection with the Parent Shareholders’ Meeting, as required by Parent’s Governing Documents.. 52

Parent Shareholders Meeting. (ia) Parent shall take all action necessary under applicable Law to, in consultation with the Company, establish a record date for, call, give notice of, convene of and hold a general meeting (of the “holders of Parent Shareholders Ordinary Shares to consider and vote on Parent Proposals at Parent Shareholders’ Meeting”) . Parent Shareholders’ Meeting shall be held as promptly as practicable, in accordance with applicable Law and Parent’s Governing Documents and Organizational Documents, after the Proxy Statement is “cleared” by the SEC, but in no event later than 30 days following the date the Proxy Statement is “cleared” by the SEC. Parent shall take reasonable measures to ensure that all proxies solicited in connection with Parent Shareholders’ Meeting are solicited in compliance with all applicable Law as promptly as reasonably practicable following Law. Notwithstanding anything to the contrary contained herein, if on the date of Parent Shareholders’ Meeting, or a date preceding the date on which the Parent Registration Statement Shareholders’ Meeting is declared effective, and in any case, no later than thirty (30) Business Days thereafter, for the purpose of obtaining the Parent Shareholder Approval; provided, that subject to the requirements of any applicable Lawscheduled, Parent may (and, in the case of clause (C) on up to two (2) occasions upon the reasonable request of the Company (and for no more than five (5) Business Days each) shall) postpone or adjourn the Parent Shareholders Meeting (A) if a quorum has not been established; (B) after consultation with the Company) reasonably believes that (i) it will not receive proxies sufficient to obtain Parent Required Vote for each Parent Proposal, to allow reasonable additional time for the filing and mailing of any supplement whether or amendment to the Proxy Statement as may not a quorum would be required under applicable Law and for such supplement present or amendment to be disseminated and reviewed (ii) it will not have sufficient Parent Ordinary Shares represented (whether in person or by Parent’s shareholders sufficiently in advance of the Parent Shareholders Meeting; (Cproxy) to allow reasonable additional time constitute a quorum necessary to solicit additional proxies, if and to conduct the extent the requisite Parent Shareholder Approval would not otherwise be obtained; (D) after consultation with the Company, if otherwise required by applicable Law; or (E) with the prior written consent business of the Company; provided, that the Parent Shareholders’ Meeting will not be adjourned to a date that is more than thirty (30) days after the date for which the Parent Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law). Parent shall advise the Company upon request on a daily basis during each of the last five (5) Business Days prior to the date of the Parent Shareholders Meeting as to the aggregate tally of proxies received by Parent with respect to the Parent Shareholder Approval and at additional times upon the reasonable request of the Company. Parent agrees that it shall provide the holders of shares of Parent Common Stock the opportunity to elect redemption of such shares of Parent Common Stock in connection with the Parent Shareholders’ Meeting, as required by Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, Parent Shareholders’ Meeting in compliance with the Laws of the Cayman Islands and Parent’s Governing Organizational Documents, as long as the date of Parent Shareholders’ Meeting is not postponed or adjourned more than an aggregate of 30 calendar days in connection with any postponements or adjournments.

Parent Shareholders Meeting. (i) Parent shall take all action necessary under applicable Law to, in consultation with the Company, establish a record date for, call, give notice of, convene of and hold a general meeting of the holders of Parent Ordinary Shares for purposes of proposing the shareholder resolutions necessary to give effect to the Merger, including the Parent Proposals (such meeting, the “Parent Shareholders Shareholders’ Meeting”) ). The Parent Shareholders’ Meeting shall be held as promptly as practicable, in accordance with applicable Law and Parent’s Governing Documents after the Circular is first mailed or otherwise made available to Parent Shareholders. Parent and applicable Law as promptly as the Company shall use commercial reasonably practicable following efforts to hold the Parent Shareholders Meeting and the Company Shareholders Meeting on the same day. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Shareholders’ Meeting, or a date preceding the date on which the Parent Registration Statement is declared effective, and in any case, no later than thirty (30) Business Days thereafter, for the purpose of obtaining the Parent Shareholder Approval; provided, that subject to the requirements of any applicable Law, Parent may (and, in the case of clause (C) on up to two (2) occasions upon the reasonable request of the Company (and for no more than five (5) Business Days each) shall) postpone or adjourn the Parent Shareholders Meeting (A) if a quorum has not been established; (B) after consultation with the Company, to allow reasonable additional time for the filing and mailing of any supplement or amendment to the Proxy Statement as may be required under applicable Law and for such supplement or amendment to be disseminated and reviewed by Parent’s shareholders sufficiently in advance of the Parent Shareholders Meeting; (C) to allow reasonable additional time to solicit additional proxies, if and to the extent the requisite Parent Shareholder Approval would not otherwise be obtained; (D) after consultation with the Company, if otherwise required by applicable Law; or (E) with the prior written consent of the Company; provided, that the Parent Shareholders’ Meeting will is scheduled, Parent reasonably believes that (i) it shall not be adjourned receive proxies sufficient to a date that is more than thirty (30) days after the date for which obtain the Parent Shareholders’ Meeting was originally scheduled Required Vote, whether or not a quorum would be present or (excluding any adjournments required by applicable Law). Parent ii) it shall advise the Company upon request on a daily basis during each of the last five (5) Business Days prior to the date of the not have sufficient Parent Shareholders Meeting as (whether in person or by proxy) to constitute a quorum necessary to conduct the aggregate tally business of proxies received by Parent with respect to the Parent Shareholder Approval and at additional times upon the reasonable request of the Company. Parent agrees that it shall provide the holders of shares of Parent Common Stock the opportunity to elect redemption of such shares of Parent Common Stock in connection with the Parent Shareholders’ Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Shareholders’ Meeting as required by Parent’s Governing Documentslong as the date of the Parent Shareholders’ Meeting is not postponed or adjourned more than an aggregate of 30 calendar days in connection with any postponements or adjournments.

Parent Shareholders Meeting. (i) Subject in all respects to Section 7.4(d)(iii), Parent shall call, give notice of, convene and hold a general meeting of its shareholders (the “Parent Shareholders Meeting”) in accordance with Parent’s Governing Documents and applicable Law as promptly as reasonably practicable following the date on which the Parent Registration Statement is declared effective, and in any case, no later than thirty (30) Business Days thereafter, for the purpose of obtaining the Parent Shareholder Approval (and no other matters, except for (x) a proposal to amend the bylaws of Parent to authorize the Parent Board to amend the bylaws without obtaining the approval of Parent’s shareholders and (y) a proposal to adjourn the meeting to solicit additional proxies to obtain the Parent Shareholder Approval, if necessary, and any other proposal required by applicable Law, shall be considered or voted upon at the Parent Shareholders Meeting without the Company’s prior written consent); provided, that however, that, subject to the requirements of any applicable Law, Parent may (andmay, and in the case of clause (C) on up to two (2) occasions upon the reasonable request of the Company (and for no more than five ten (510) Business Days each) shall) , postpone or adjourn the Parent Shareholders Meeting (A) if a quorum has not been established; (B) after consultation with the Company, to allow reasonable additional time for the filing and mailing of any supplement or amendment to the Proxy Statement as may be required under applicable Law and for such supplement or amendment to be disseminated and reviewed by Parent’s shareholders sufficiently in advance of the Parent Shareholders Meeting; (C) to allow reasonable additional time to solicit additional proxies, if and to the extent the requisite Parent Shareholder Approval would not otherwise be obtained; (D) after consultation with the Company, if otherwise required by applicable Law; or (E) with the prior written consent of the Company; provided, that however, that, unless otherwise agreed to by the Company, the Parent Shareholders’ Shareholders Meeting will shall not be postponed or adjourned to a date that is under clauses (A) through (C) for more than thirty fifteen (3015) days after Business Days in total without the date for which written consent of the Parent Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law)Company. Parent shall advise the Company upon request on a daily basis during each of the last five (5) Business Days prior to the date of the Parent Shareholders Meeting as to the aggregate tally of proxies received by Parent with respect to the Parent Shareholder Approval and at additional times upon the reasonable request of the Company. Parent agrees that it shall provide the holders of shares of Parent Common Stock the opportunity to elect redemption of such shares of Parent Common Stock in connection with the Parent Shareholders’ Meeting, as required by Parent’s Governing Documents.

Parent Shareholders Meeting. Parent shall (i) Parent shall take all steps necessary to duly call, give notice of, convene and hold a general meeting of the shareholders of Parent (the “"Parent Shareholders Meeting”" and, together with the Company Shareholders Meeting, the "Shareholders Meetings") in accordance with Parent’s Governing Documents and applicable Law as promptly as reasonably practicable following the date on which the Parent Registration Statement is declared effective, and in any case, no later than thirty (30) Business Days thereafter, for the purpose of obtaining securing the approval of Parent's shareholders of the following proposals: (1) approval of this Agreement, the Merger and the issuance of the shares of common stock, no par value per share, of Parent Shareholder Approval; provided("Parent Common Stock") in connection with the Merger contemplated by this Agreement, that subject to the requirements of any applicable Law, Parent may (and, in the case of clause (C) on up to two (2) occasions upon reincorporation of Parent in the reasonable request State of Delaware under the name "SuperCom Corporation" (or similar name), effective as of the Company Effective Time (and for no more than five the "Reincorporation"), (53) Business Days each) shall) postpone or adjourn an increase in the Parent Shareholders Meeting (A) if a quorum has not been established; (B) after consultation with the Company, to allow reasonable additional time for the filing and mailing of any supplement or amendment to the Proxy Statement as may be required under applicable Law and for such supplement or amendment to be disseminated and reviewed by Parent’s shareholders sufficiently in advance of the Parent Shareholders Meeting; (C) to allow reasonable additional time to solicit additional proxies, if and to the extent the requisite Parent Shareholder Approval would not otherwise be obtained; (D) after consultation with the Company, if otherwise required by applicable Law; or (E) with the prior written consent of the Company; provided, that the Parent Shareholders’ Meeting will not be adjourned to a date that is more than thirty (30) days after the date for which the Parent Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law). Parent shall advise the Company upon request on a daily basis during each of the last five (5) Business Days prior to the date of the Parent Shareholders Meeting as to the aggregate tally of proxies received by Parent with respect to the Parent Shareholder Approval and at additional times upon the reasonable request of the Company. Parent agrees that it shall provide the holders number of shares of Parent Common Stock that Parent is authorized to issue to such amount as Parent and the opportunity Company shall mutually agree upon, (4) the authorization of the Board of Directors of Parent, in its discretion, to elect redemption effect a reverse stock split of such the issued and outstanding shares of Parent Common Stock Stock, of such ratio as Parent and the Company shall mutually agree upon, (5) the adoption of a new employee stock option plan by Parent in connection the form prepared by the Company, (6) the sale or liquidation of Parent's operating assets, (7) the amendment to Parent's bylaws to increase the number of directors to eight, (8) the election of eight members (six to be designated by the Company and two to be designated by Parent) to the Board of Directors of Parent, which election shall be effective at the Effective Time, and (9) the designation of independent auditors selected by the Company for the current fiscal year (collectively, the "Parent Shareholder Proposals"); (ii) recommend to the shareholders of Parent the approval of the Parent Shareholder Proposals and the transactions contemplated hereby and use reasonable efforts to obtain, as promptly as practicable, such approvals, and (iii) cooperate and consult with the Company with respect to each of the foregoing matters. Parent Shareholders’ Meetingmay, as required by at its option, convene the Parent Shareholders Meeting at its Annual Meeting of Shareholders and include alternative choices for its shareholders relating to selection of directors and auditors in the event that Parent’s Governing Documents's shareholders do not approve the proposal in clause (1) of this Section 1.4(b).