Common use of Parent Stockholder Approval Clause in Contracts

Parent Stockholder Approval. As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Parent shall (a) duly give notice of and (b) use commercially reasonable efforts to duly convene and hold a meeting of the Parent Stockholders (the “Parent Stockholders Meeting”) in accordance with the Governing Documents of Parent, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its Parent Stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its board of directors, recommend to the Parent Stockholders (the “Parent Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Mergers) (the “Business Combination Proposal”); (ii) the approval of the issuance of the Parent Common Stock in connection with the transactions contemplated by this Agreement as required by Nasdaq listing requirements (the “Nasdaq Proposal”); (iii) the adoption and approval of the amendments to the Governing Documents of Parent contemplated by the Parent Certificate of Incorporation and the Parent Bylaws (the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and the Company Parties as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals”); provided, that Parent may adjourn the Parent Stockholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Parent has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Parent Stockholders prior to the Parent Stockholders Meeting; or (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided that, without the consent of the Company Parties, in no event shall Parent adjourn the Parent Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond the Termination Date. The Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, Parent covenants that none of the Parent Board or Parent nor any committee of the Parent Board shall withdraw or modify, or propose publicly or by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy Statement.

Parent Stockholder Approval. As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Parent shall (a) duly give notice of and (b) use commercially reasonable efforts to duly convene and hold a meeting of the Parent Stockholders (the “Parent Stockholders Meeting”) in accordance with the Governing Documents of Parent, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its Parent Stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its board of directors, recommend to the Parent Stockholders (the “Parent Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Mergers) (the “Business Combination Proposal”); (ii) the approval of the issuance of the Parent Common Stock in connection with the transactions contemplated by this Agreement as required by Nasdaq listing requirements (the “Nasdaq Proposal”); (iii) the adoption and approval of the amendments to the Governing Documents of Parent contemplated by the Parent Certificate of Incorporation Incorporation, the Parent Certificate of Designations, and the Parent Bylaws (the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and the Company Parties as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals”); provided, that Parent may adjourn the Parent Stockholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Parent has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Parent Stockholders prior to the Parent Stockholders Meeting; or (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided that, without the consent of the Company Parties, in no event shall Parent adjourn the Parent Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond the Termination Date. The Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, Parent covenants that none of the Parent Board or Parent nor any committee of the Parent Board shall withdraw or modify, or propose publicly or by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy Statement.

Parent Stockholder Approval. As Parent shall (a) as promptly as reasonably practicable following the time at which after the Registration Statement / Proxy Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to Parent shall Stockholders in compliance with applicable Law, (aii) duly (1) establish a record date for, (2) call and give notice of and (b3) use commercially reasonable efforts to duly convene and hold a an extraordinary general meeting of the Parent Stockholders its members (the “Parent Stockholders Stockholders’ Meeting”) in accordance with the Parent Governing Documents of Parentand applicable NYSE Listing Rules for a date no later than forty-five (45) days following the date the Registration Statement is declared effective, for the purposes of obtaining and (iii) solicit proxies from the Parent Stockholder Approval andStockholders to vote in favor of each of the Transaction Proposals, if applicable, any approvals related thereto and providing (b) provide its Parent Stockholders members with the opportunity to elect to effect a Parent Stockholder Share Redemption. Parent shall, through unanimous approval of its board of directors, recommend to its members (A) the approval of the continuation of Parent Stockholders (from the “Parent Board Recommendation”)Cayman Islands to the State of Delaware, (iB) the approval of the change of Parent’s name to “SeatGeek, Inc.”, (C) the amendment and restatement of Parent’s Governing Documents, substantially in the forms attached as Exhibit A and Exhibit B to this Agreement (with such changes as may be agreed in writing by Parent and the Company) (as may be subsequently amended by mutual written agreement of the Company and Parent at any time before the effectiveness of the Proxy Statement / Registration Statement) in connection with the Domestication, including any separate or unbundled proposals as are required to implement the foregoing, (D) the adoption and approval of this Agreement in accordance with applicable Law and the transactions contemplated hereby exchange rules and regulations, (including the Mergers) (the “Business Combination Proposal”); (iiE) the approval of the issuance of the shares of Parent Common Stock in connection with the transactions Transactions pursuant to applicable NYSE Listing Rules, (F) the approval of the issuance of more than one percent (1%) of Parent’s outstanding common stock to a “related party” pursuant to applicable NYSE Listing Rules, (G) the approval of the Equity Proposals, (H) election of directors effective as of the Closing as contemplated by this Agreement as required by Nasdaq listing requirements Section 8.5, (the “Nasdaq Proposal”); (iiiI) the adoption and approval of the amendments to the Governing Documents of Parent contemplated by the Parent Certificate of Incorporation and the Parent Bylaws (the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each any other proposal that either proposals as the SEC or Nasdaq (or the respective staff members member thereof) indicates is may indicate are necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; , (viiJ) the adoption and approval of each any other proposal proposals as reasonably agreed to by Parent and the Company Parties as to be necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; Transactions and (viiiK) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Stockholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (iA) through (vii) K), together, the “Transaction Proposals”); provided, and include such recommendation in the Proxy Statement. The board of directors of Parent shall not withdraw, amend, qualify or modify its recommendation to the members of Parent that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the members of Parent in Section 8.2(b), a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Parent’s obligations to establish a record date for, duly call, give notice of, convene and hold the Parent Stockholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Parent agrees to establish a record date for, duly call, give notice of, convene and hold the Parent Stockholders’ Meeting and submit for approval the Transaction Proposals and (z) Parent agrees that if the Parent Stockholder Approval shall not have been obtained at any such Parent Stockholders’ Meeting, then Parent shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Parent Stockholders’ Meetings in order to obtain the Parent Stockholder Approval. Parent may only adjourn the Parent Stockholders Stockholders’ Meeting (Ai) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (Bii) for the absence of a quorum, quorum and (Ciii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures disclosure that Parent has determined, based on the advice of determined in good faith after consultation with outside legal counsel, counsel is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the members of Parent Stockholders prior to the Parent Stockholders Stockholders’ Meeting; or (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time provided, that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided that, without the consent of the Company Parties, in no event shall Parent adjourn the Parent Stockholders Stockholders’ Meeting for more than fifteen (15x) Business Days later than the most recently may not be adjourned meeting or to a date that is beyond more than 20 days after the Termination Date. The date for which the Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law, Parent covenants that none of the Parent Board or Parent nor any committee of the Parent Board shall withdraw or modify, or propose publicly or by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse ) and (y) is held no later than three (3) Business Days prior to the Company Parties, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy StatementAgreement End Date.

Parent Stockholder Approval. As Parent shall (a) as promptly as reasonably practicable following the time at which after the Registration Statement / Proxy Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to Parent shall Stockholders in compliance with applicable Law, (aii) solely with respect to the following clause (1), duly (1) give notice of and (b2) use commercially reasonable efforts to duly convene and hold a meeting of the Parent Stockholders its stockholders (the “Parent Stockholders Stockholders’ Meeting”) in accordance with the Parent’s Governing Documents and the Nasdaq rules and regulations for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of ParentParent Common Stock to vote in favor of each of the Transaction Proposals, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing (b) provide its Parent Stockholders shareholders with the opportunity to elect to effect a an Parent Stockholder Redemption. Parent shall, through unanimous approval its Board of its board of directorsDirectors, recommend to its shareholders the Parent Stockholders (A) approval of the change of Parent’s name to “Parent Board RecommendationRover Group, Inc.”), (iB) amendment and restatement of Parent’s Governing Documents, in substantially the form attached as Exhibits A and B to this Agreement (as may be subsequently amended by mutual written agreement of the Company and Parent at any time before the effectiveness of the Registration Statement) in connection with the Merger, including any separate or unbundled proposals as are required to implement the foregoing, (C) the adoption and approval of this Agreement in accordance with applicable Law and the transactions contemplated hereby Nasdaq rules and regulations, (including the MergersD) (the “Business Combination Proposal”); (ii) the approval of the issuance of the shares of Parent Common Stock in connection with the transactions Merger in accordance with applicable Law and Nasdaq rules and regulations, (E) approval of the adoption by Parent of the equity plans described in Section 6.11, (F) the election of directors effective as of the Closing as contemplated by this Agreement as required by Nasdaq listing requirements Section 6.12, (the “Nasdaq Proposal”); (iiiG) the adoption and approval of the amendments to the Governing Documents of Parent contemplated by the Parent Certificate of Incorporation and the Parent Bylaws (the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each any other proposal that either proposals as the SEC or Nasdaq (or the respective staff members member thereof) indicates is may indicate are necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; , (viiH) the adoption and approval of each any other proposal proposals as reasonably agreed to by Parent and the Company Parties as to be necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; hereby and (viiiI) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Stockholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (iA) through (vii) I), together, the “Transaction Proposals”); provided, and include such recommendation in the Proxy Statement. The Board of Directors of Parent shall not withdraw, amend, qualify or modify its recommendation to the shareholders of Parent that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Parent described in the Recitals hereto, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Parent agrees to establish a record date for, duly call, give notice of, convene and hold the Parent Stockholders’ Meeting and submit for approval the Transaction Proposals, (y) Parent agrees to use its reasonable best efforts to obtain the Parent Stockholder Approval at the Parent Stockholder Meeting and (z) Parent agrees that if the Parent Stockholder Approval shall not have been obtained at any such Parent Stockholders’ Meeting, then Parent shall promptly continue to take all such necessary actions, including the actions required by this Section 6.7(b), and hold additional Parent Stockholders’ Meetings in order to obtain the Parent Stockholder Approval. Parent may only adjourn the Parent Stockholders Stockholders’ Meeting (Ai) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (Bii) for the absence of a quorum, quorum and (Ciii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures disclosure that Parent has determined, based on the advice of determined in good faith after consultation with outside legal counsel, counsel is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Parent Stockholders prior to the Parent Stockholders Stockholders’ Meeting; or (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time provided, that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided that, without the consent of the Company Parties, in no event shall Parent adjourn the Parent Stockholders Stockholders’ Meeting for (x) may not be adjourned to a date that is more than fifteen (15) Business Days later than days after the most recently adjourned meeting or to a date that is beyond for which the Termination Date. The Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law, ) and (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Parent covenants agrees that none 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 Board or Parent nor any committee of the Parent Board shall withdraw or modifyStockholders’ Meeting, or propose publicly or as required by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy StatementParent’s Governing Documents.

Parent Stockholder Approval. (a) As promptly as reasonably practicable following after the time at which Closing, but in no event later than one hundred twenty (120) days after the Registration Statement / Proxy Statement is declared effective under the Securities ActClosing Date, Parent shall (a) duly give notice take all action necessary under the DGCL, the rules of the NASDAQ Stock Market and (b) use commercially reasonable efforts Parent’s Charter Documents, including issuing the Proxy Statement pursuant to duly Section 6.3(b), to call, convene and hold a meeting of the stockholders of Parent Stockholders to vote upon the Milestone Transactions and the Option Plan Amendment (the “Parent Stockholders Stockholders’ Meeting”) ). The board of directors of Parent will recommend, by unanimous vote of all directors then in accordance with office, that the Governing Documents stockholders of Parent, for Parent approve the purposes Milestone Transactions and the Option Plan Amendment and will use reasonable best efforts to solicit from the stockholders of obtaining Parent the affirmative vote of the holders of shares representing a majority of the shares of capital stock of Parent voting in person or by proxy at the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its Parent Stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its board of directors, recommend to the Parent Stockholders Stockholders’ Meeting (the “Parent Board RecommendationStockholder Approval”), except that to the extent that the board of directors of Parent may change such recommendation if the board of directors of Parent determines that it must take such action in order to comply with its fiduciary duties under applicable Law; and provided, further, that no such change shall relieve Parent of its obligation to convene the Parent Stockholders’ Meeting. (b) Subject to Section 6.3(a), as soon as practicable following the Closing, but in no event later than sixty (60) days after the Closing Date, Parent shall (i) prepare and file with the adoption and approval of this Agreement and the transactions contemplated hereby (including the Mergers) SEC a preliminary proxy statement (the “Business Combination ProposalPreliminary Proxy Statement”)) relating to the Milestone Transactions and the Option Plan Amendment contemplated by this Agreement, in a form reasonably satisfactory to the Stockholder Representative; (ii) respond as promptly as reasonably practicable to any comments made by the approval of SEC with respect to the issuance of the Parent Common Stock Preliminary Proxy Statement (including filing as promptly as reasonably practicable any amendments or supplements thereto necessary to be filed in connection with the transactions contemplated by this Agreement response to any such comments or as required by Nasdaq listing requirements (the “Nasdaq Proposal”Law); (iii) use commercially reasonable efforts to have the adoption SEC confirm that it has no further comments thereto; and approval of the amendments to the Governing Documents of Parent contemplated by the Parent Certificate of Incorporation and the Parent Bylaws (the “Governing Document Proposals”); (iv) cause a definitive proxy statement, letter to stockholders, notice of meeting and form of proxy accompanying the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal proxy statement that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments will be provided to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval stockholders of each other proposal reasonably agreed to by Parent and the Company Parties as necessary or appropriate in connection with the consummation solicitation of proxies for use at the transactions contemplated by this Agreement Parent Stockholders’ Meeting (collectively, as amended or supplemented, the Ancillary Documents“Proxy Statement”), to be mailed to the stockholders of Parent at the earliest practicable date after the date that the SEC confirms it has no further comments. The Stockholder Representative and Parent shall cooperate to: (i) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filings; and (viiiii) prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law. Subject to the adoption terms and approval conditions of a proposal for the adjournment of this Agreement, Parent shall include the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals”); provided, that Parent may adjourn the Parent Stockholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Parent has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Parent Stockholders prior to the Parent Stockholders Meeting; or (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result board recommendation in the condition set forth in Section 6.3(c) not being satisfied; provided that, without Preliminary Proxy Statement and the consent of the Company Parties, in no event shall Parent adjourn the Parent Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond the Termination Date. The Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, Parent covenants that none of the Parent Board or Parent nor any committee of the Parent Board shall withdraw or modify, or propose publicly or by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy Statement.

Parent Stockholder Approval. As promptly as reasonably practicable following (a) Promptly after the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Actdate hereof, Parent shall (a) duly take all action necessary in accordance with the DGCL and Parent's organizational documents to call, give notice of and (b) use commercially reasonable efforts to duly convene and hold a meeting of the Parent Stockholders (the “"Parent Stockholders Stockholders' Meeting”") in accordance with the Governing Documents of Parentto consider, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its Parent Stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its board of directors, recommend to the Parent Stockholders (the “Parent Board Recommendation”)without limitation, (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including approval of the Mergers) (the “Business Combination Proposal”); Merger, (ii) the approval of the issuance Investment, (ii) the approval of an amendment and restatement of Parent's Certificate of Incorporation in the form set forth on Exhibit H hereto (such amendment and restatement, the "Parent Common Stock in connection with the transactions contemplated by this Agreement as required by Nasdaq listing requirements (the “Nasdaq Proposal”Charter Amendment"); , and (iii) the adoption and approval election of the amendments individuals listed in Section 5.1(f) as directors of Parent (all of the foregoing proposals, the "Parent Proposals"). The Parent Stockholders' Meeting shall be held on a date selected by Parent in consultation with the Company as promptly as practicable after the Proxy Statement is cleared by the staff of the SEC, but in any event, absent any legal restraint or as otherwise agreed by the Company, within 45 days following the mailing of the Proxy Statement to the Governing Documents of Parent contemplated by the Stockholders. Parent Certificate of Incorporation and the Parent Bylaws (the “Governing Document Proposals”); (iv) shall use its reasonable best efforts to solicit the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption foregoing Parent Proposals and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each to take all other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and the Company Parties as action necessary or appropriate in connection with advisable to secure the consummation of the transactions contemplated by this Agreement vote or the Ancillary Documents; and (viii) the adoption and approval of a proposal for the adjournment consent of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any required by the rules of the foregoing (such proposals in SEC, the Nasdaq Stock Market or Delaware law, as applicable. Except to the extent required by Law or with the Company's prior written consent, Parent shall not (i) through change the date specified in the Proxy Statement for the Parent Stockholders' Meeting or (viiii) togetherpostpone or delay the Parent Stockholders' Meeting, except (x) to the “Transaction extent necessary to ensure that any amendment or supplement to the Proxy Statement required by applicable Law is provided to the Parent Stockholders of the Company sufficiently in advance of the Parent Stockholders' Meeting or (y) if there are an insufficient number of shares of Parent Common Stock represented in person or by proxy at the Parent Stockholders' Meeting to constitute a quorum or to approve the Parent Proposals”); provided, that in which case Parent may may, and, at the Company's request, shall, adjourn the Parent Stockholders Stockholders' Meeting (A) and use its reasonable best efforts to solicit additional proxies for obtain a quorum and the purpose of obtaining requisite vote to approve the Parent Stockholder Approval, Proposals as promptly as practicable. The Parent Proposals shall be the only matters (Bother than adjournment as contemplated by the preceding sentence) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Parent has determined, based on the advice of outside legal counsel, is reasonably likely will propose to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed acted on by the Parent Stockholders prior at the Parent Stockholders' Meeting. (b) Subject to Section 4.8, the Proxy Statement shall include (i) a statement to the effect that Parent's Board of Directors recommends that the Parent Stockholders Meeting; or (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result vote in the condition set forth in Section 6.3(c) not being satisfied; provided that, without the consent favor of the Company Partiesadoption of this Agreement and the approval of the Merger (such recommendation being referred to as the "Parent Board Recommendation"), in no event shall Parent adjourn (ii) a statement to the effect that Parent's Board of Directors has determined that the Merger is fair to Parent's stockholders, and (iii) a statement to the effect that Parent's Board of Directors recommends that the Parent Stockholders Meeting for more than fifteen vote in favor of all other Parent Proposals. (15c) Business Days later than Immediately following the most recently adjourned meeting or to a date that is beyond the Termination Date. The Parent recommendation contemplated execution of this Agreement by the preceding sentence parties, Parent, as sole stockholder of Merger Sub, shall be included adopt this Agreement and approve the Merger, in the Registration Statement / Proxy Statement. Except as otherwise required by accordance with applicable Law, Parent covenants that none of the Parent Board or Parent nor any committee of the Parent Board shall withdraw or modify, or propose publicly or by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy Statementwritten consent.

Parent Stockholder Approval. As promptly as reasonably practicable following (a) Subject to the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Actother provisions of this Agreement, Parent shall (a) duly give notice of and (b) use commercially reasonable efforts to duly convene and hold a meeting of the Parent Stockholders (the “Parent Stockholders Meeting”) take all actions in accordance with the Applicable Law, its Governing Documents and the rules and regulations of Parentthe NYSE to establish a record date for, duly call, give notice of, convene and hold, as promptly as practicable after the SEC or the staff of the SEC clears the Proxy Statement for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its Parent Stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its board of directors, recommend mailing to the Parent Stockholders (the “Parent Board Recommendation”and in no event later than forty-five (45) days after such time), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Mergers) (the “Business Combination Proposal”); (ii) the approval of the issuance of the Parent Common Stock in connection with the transactions contemplated by this Agreement as required by Nasdaq listing requirements (the “Nasdaq Proposal”); (iii) the adoption and approval of the amendments to the Governing Documents of Parent contemplated by the Parent Certificate of Incorporation and the Parent Bylaws (the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and the Company Parties as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals”); provided, that Parent may adjourn the Parent Stockholders Stockholder Meeting (A) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval. Unless the Board shall have effected a Parent Change of Recommendation as permitted by Section 5.23(d)(ii), (B) for the absence Board shall solicit from stockholders of a quorumParent proxies in favor of the Securities Issuances, (C) and the Proxy Statement shall include the Board Recommendation. Notwithstanding anything to allow reasonable additional time for the filing contrary contained in this Agreement, Parent, after consultation with the Partnership, may adjourn or mailing of any supplemental or amended disclosures that Parent has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by postpone the Parent Stockholders prior Stockholder Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided to the Parent Stockholders Meeting; or (D) or, if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such the time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided that, without the consent of the Company Parties, in no event shall Parent adjourn for which the Parent Stockholders Stockholder Meeting for more than fifteen is originally scheduled (15) Business Days later than the most recently adjourned meeting or to a date that is beyond the Termination Date. The Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, Parent covenants that none of the Parent Board or Parent nor any committee of the Parent Board shall withdraw or modify, or propose publicly or by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy Statement), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting. In addition, Parent may and, if requested by the Partnership, shall adjourn or postpone the Parent Stockholder Meeting for a period or periods of up to thirty (30) days in the aggregate to permit additional time to solicit the Parent Stockholder Approval in the event that proxies sufficient therefor have not been received by Parent. Parent shall keep the Partnership reasonably informed (and in any event upon request by the Partnership) of proxy solicitation results. (b) Without limiting the generality of the foregoing, unless this Agreement shall have been terminated pursuant to Article 7, Parent agrees that its obligations to call, give notice of, convene and hold the Parent Stockholder Meeting pursuant to this Section 5.25 shall not be affected by the making of a Parent Change of Recommendation and its obligations pursuant to this Section 5.25 shall not be affected by the commencement, announcement, disclosure, or communication to the Partnership, of any Parent Competing Proposal or other proposal or the occurrence or disclosure of any Intervening Event.

Parent Stockholder Approval. (a) As promptly as reasonably practicable after the execution of this Agreement, and in any event no later than the later to occur of sixty (60) days following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities ActClosing Date, Parent shall (a) duly give notice prepare the Proxy Statement in preliminary form and file it with the SEC. The Board of Directors of Parent shall recommend to Parent’s stockholders that the holders of the Common Stock vote in favor of the Parent Stockholder Approval and (b) shall include such recommendation in the Proxy Statement and shall not rescind, modify or withdraw such recommendation except as required to comply with fiduciary duties. Prior to the Closing, the Company shall provide to Parent all information reasonably available to it concerning the Company and its Affiliates as may be reasonably requested by Parent in connection with the Proxy Statement and shall use its commercially reasonable efforts to otherwise assist and cooperate with Parent in the preparation of the Proxy Statement and the resolution of any comments thereto received from the SEC if and to the extent reasonably requested by Parent. Each of Parent, the Stockholder Representative and the Company shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. Parent shall notify the Stockholder Representative promptly upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement and shall supply the Stockholder Representative with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC, and shall use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the resolution of any such comments. Prior to the filing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the stockholders of Parent, or responding to any comments from the SEC with respect thereto, Parent shall provide the Stockholder Representative with a reasonable opportunity to review and to propose comments on such document or response, which Parent shall consider in good faith. (b) Subject to Section ‎6.14(a), Parent shall take all necessary actions in accordance with applicable Legal Requirements and the Charter Documents of Parent to duly call, give notice of, convene and hold a meeting of the Parent Stockholders its stockholders (including any adjournment, recess or postponement thereof, the “Parent Stockholders Stockholders’ Meeting”) in accordance with the Governing Documents of Parent, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its Parent Stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its board of directors, recommend to the Parent Stockholders (the “Parent Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Mergers) (the “Business Combination Proposal”); (ii) the approval of the issuance of the Parent Common Stock in connection with the transactions contemplated by this Agreement as required by Nasdaq listing requirements (the “Nasdaq Proposal”); (iii) the adoption and approval of the amendments to the Governing Documents of Parent contemplated by the Parent Certificate of Incorporation and the Parent Bylaws (the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and the Company Parties as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals”); provided, that Parent may adjourn the Parent Stockholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (B) for as soon as reasonably practicable after the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures SEC confirms that Parent it has determined, based no further comments on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Parent Stockholders prior to the Parent Stockholders Meeting; or (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided that, without the consent of the Company Parties, in no event shall Parent adjourn the Parent Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond the Termination Date. The Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable LawParent shall use its reasonable best efforts to obtain the Parent Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, Parent covenants may, in its sole discretion, temporarily adjourn, recess, or postpone the Parent Stockholders’ Meeting (i) after consultation with the Stockholder Representative, to the extent necessary to ensure that none any required supplement or amendment to the Proxy Statement is provided to the stockholders of Parent within a reasonable amount of time in advance of the Parent Board or Parent nor any committee Stockholders’ Meeting, (ii) if as of the Parent Board shall withdraw or modify, or propose publicly or by formal action of time for which the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of the proposals Stockholders’ Meeting is originally scheduled (as set forth in the Registration Statement / Proxy Statement) there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders’ Meeting or (iii) to solicit additional proxies if Parent reasonably believes it may be necessary to obtain the Parent Stockholder Approval. Parent will resume any adjourned, recessed or postponed meeting as promptly as practicable.

Parent Stockholder Approval. As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, The Parent shall (a) take all action necessary in accordance with applicable Laws and the Organizational Documents of the Parent to duly give notice of and (b) use commercially reasonable efforts to duly of, convene and hold a meeting of the Parent Stockholders (the “Parent Stockholders Meeting”) in accordance with the Governing Documents of Parent, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its Parent Stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its board of directors, recommend to the Parent Stockholders (the “Parent Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Mergers) (the “Business Combination Proposal”); (ii) the approval of the issuance of the Parent Common Stock in connection with the transactions contemplated by this Agreement as required by Nasdaq listing requirements (the “Nasdaq Proposal”); (iii) the adoption and approval of the amendments to the Governing Documents of Parent contemplated by the Parent Certificate of Incorporation and the Parent Bylaws (the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and the Company Parties as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals”); provided, that Parent may adjourn the Parent Stockholders Meeting (A) to solicit additional proxies stockholders for the purpose of obtaining the approval of the stockholders of the Parent (the “Parent Stockholder Approval”), (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Parent has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed held as promptly as reasonably practicable following completion of the review of the Preliminary Proxy Statement by the SEC (subject to applicable notice requirements). The Parent Stockholders prior Board shall solicit from stockholders of the Parent proxies in favor of the Parent Stock Issuance and the Divestiture Transaction, and the Definitive Proxy Statement shall include, among other proposals, the Parent Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Parent Stockholders Meeting; (a) shall be required to adjourn or (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided that, without the consent of the Company Parties, in no event shall Parent adjourn postpone the Parent Stockholders Meeting (i) to the extent necessary to ensure that any legally required supplement or amendment to the Definitive Proxy Statement is provided to the Parent’s stockholders, or (ii) if, as of the time for more than fifteen which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Common Stock represented (15either in person or by proxy) Business Days later than to constitute a quorum necessary to conduct business at such Parent Stockholders Meeting, and (b) may adjourn or postpone the most recently Parent Stockholders Meeting if, as of the time for which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to obtain the Parent Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Parent Stockholders Meeting shall not be adjourned meeting or postponed to a date that is beyond more than 15 Business Days after the date for which the meeting was previously scheduled (it being understood that such Parent Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (a)(i) and (a)(ii) exist, and such Parent Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (b) exist); and provided, further, that the Parent Stockholders Meeting shall not be adjourned or postponed to a date on or after three Business Days prior to the Termination Date. The Parent recommendation contemplated shall promptly provide Newtek with all proxy tabulation reports relating to the Parent Stockholders Meeting that have been prepared by the preceding sentence Parent or the Parent’s transfer agent, proxy solicitor or other Representative, and shall be included in otherwise keep Newtek reasonably informed regarding the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, Parent covenants that none status of the Parent Board solicitation and any material oral or Parent nor written communications from or to the Parent’s stockholders with respect thereto. The Parties agree to cooperate and use their reasonable best efforts to defend against any committee efforts by any of the Parent Board shall withdraw or modify, or propose publicly or by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation Parent’s stockholders or any other recommendation by Person to prevent the Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy StatementStockholder Approval from being obtained.

Parent Stockholder Approval. As Parent shall (a) as promptly as reasonably practicable following the time at which after the Registration Statement / Proxy Statement is declared effective under the Securities Act, Parent shall (ai) cause the Proxy Statement to be disseminated to Parent’s stockholders in compliance with Applicable Legal Requirement, (ii) duly (1) give notice of and (b2) use commercially reasonable efforts to duly convene and hold a meeting of the Parent Stockholders its stockholders (the “Parent Stockholders Special Meeting”) in accordance with Parent’s Organizational Documents, which meeting shall be held not more than 20 Business Days after the Governing Documents date on which Parent mails the Proxy Statement to its stockholders, and (iii) solicit proxies from the holders of Parent, for the purposes Parent Class A Stock to vote in favor of obtaining each of the Parent Stockholder Approval andMatters, if applicable, any approvals related thereto and providing its Parent Stockholders (b) provide Parent’s stockholders with the opportunity to elect to effect a redeem shares of Parent Class A Stock (the “Parent Stockholder Redemption”). Parent shall, through unanimous approval of its board of directors, recommend to its stockholders the (A) approval of the amendment and restatement of Parent’s Organizational Documents, in the form of the Parent Stockholders A&R Charter attached hereto as Exhibit B (as may be subsequently amended by mutual written agreement of the “Company and Parent Board Recommendation”at any time before the effectiveness of the Registration Statement), including any separate or unbundled advisory proposals to implement the foregoing, (iB) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Mergers) (the “Business Combination Proposal”); (ii) the approval of the Transactions in accordance with applicable Law and exchange rules and regulations, (C) approval of, for purposes of complying with the applicable rules of the NYSE, the issuance of the shares of Parent Common Class A Stock in connection with the transactions Merger, including the shares to be issued to the PIPE Investors as contemplated by this Agreement as required by Nasdaq listing requirements the Subscription Agreements (D) approval of the adoption of a management equity incentive plan (“Nasdaq ProposalLTIP”); , (iiiE) the adoption and approval of the amendments an employee stock purchase plan, in form and substance reasonably acceptable to the Governing Documents of Parent contemplated by the Parent Certificate of Incorporation and the Parent Bylaws Company, (the “Governing Document ProposalsESPP”); , (ivF) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each any other proposal that either proposals as the SEC or Nasdaq (or the respective staff members member thereof) indicates is may indicate are necessary in its comments to the Proxy Statement/Registration Statement / Proxy Statement or in correspondence related thereto; , (viiG) the adoption and approval of each any other proposal proposals as reasonably agreed to by Parent and the Company Parties as to be necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; Transactions, and (viiiH) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (iA) through (vii) E), together, the “Transaction ProposalsParent Stockholder Matters”), and include such recommendation in the Proxy Statement. The board of directors of Parent shall not (and no committee or subgroup thereof shall) withdraw, amend, qualify or modify its recommendation to the stockholders of Parent that they vote in favor of the Parent Stockholder Matters (together with any withdrawal, amendment, qualification or modification of its recommendation to the stockholders of Parent described in the Recitals hereto, a “Change in Recommendation”); provided, that the board of directors of Parent may adjourn the Parent Stockholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approvalmake a Change in Recommendation if it determines in good faith, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Parent has determined, based on the advice of after consultation with its outside legal counsel, is reasonably likely that a failure to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Parent Stockholders prior to the Parent Stockholders Meeting; or (D) if the holders of Parent Shares have elected to redeem make a number of Parent Shares as of such time that Change in Recommendation would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided that, without the consent of the Company Parties, in no event shall Parent adjourn the Parent Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to constitute a date that is beyond the Termination Date. The Parent recommendation contemplated breach by the preceding sentence shall be included in board of directors of its fiduciary obligations to Parent’s stockholders under Applicable Legal Requirements. To the Registration Statement / Proxy Statement. Except as otherwise required fullest extent permitted by applicable Law, (x) Parent’s obligations to establish a record date for, duly call, give notice of, convene and hold the Special Meeting shall not be affected by any Change in Recommendation, (y) Parent covenants that none of agrees to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for approval the Parent Board or Stockholder Matters and (z) Parent nor any committee of agrees that if the Parent Board Stockholder Approval shall withdraw or modifynot have been obtained at any such Special Meeting, or propose publicly or then Parent shall promptly continue to take all such necessary actions, including the actions required by formal action of this Section 7.01(b), and hold additional Special Meetings in order to obtain the Parent BoardStockholder Approval. Parent agrees that it shall provide the holders of shares of Parent Class A Stock the opportunity to elect redemption of such shares of Parent Class A Stock in connection with the Special Meeting, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation or any other recommendation as required by the Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy StatementOrganizational Documents.

Parent Stockholder Approval. As Parent shall (a) as promptly as reasonably practicable following the time at which after the Registration Statement / Proxy Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to Parent shall Stockholders in compliance with applicable Law, (aii) solely with respect to the Parent Transaction Proposals, duly give notice of and (b) use commercially reasonable efforts to duly convene and hold a meeting of the Parent Stockholders its stockholders in accordance with Parent’s Governing Documents and Nasdaq Listing Rule 5620(b) (the “Parent Stockholders Stockholders’ Meeting”) in accordance with the Governing Documents of Parent), for a date no later than 30 Business Days following the purposes date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of obtaining Parent Common Stock to vote in favor of each of the Parent Stockholder Approval andTransaction Proposals, if applicable, any approvals related thereto and providing (b) provide its Parent Stockholders stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its board of directorsBoard, recommend to the Parent Stockholders (the “Parent Board Recommendation”)Transaction Proposals, (i) and include such recommendation in the adoption and approval of this Agreement Proxy Statement, and the transactions contemplated hereby (including Board of Parent shall not withdraw, amend, qualify or modify its recommendation to the Mergers) (the “Business Combination Proposal”); (ii) the approval of the issuance Parent Stockholders that they vote in favor of the Parent Common Stock in connection with the transactions contemplated by this Agreement as required by Nasdaq listing requirements (the “Nasdaq Proposal”); (iii) the adoption Transaction Proposals. Xxxxxx agrees to establish a record date for, duly call, give notice of, convene and approval of the amendments to the Governing Documents of Parent contemplated by hold the Parent Certificate of Incorporation Stockholders’ Meeting and submit for approval the Parent Bylaws (the “Governing Document Transaction Proposals”); (iv) the approval of the directors , in each case in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments this Agreement. Notwithstanding anything to the Registration Statement / Proxy Statement contrary contained in this Agreement, Parent shall be entitled to postpone or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and the Company Parties as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals”); provided, that Parent may adjourn the Parent Stockholders Stockholders’ Meeting (Ai) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (Bii) for the absence of a quorum, quorum and (Ciii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures disclosure that Parent has determined, based on the advice of determined in good faith after consultation with outside legal counsel, counsel is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Parent Stockholders prior to the Parent Stockholders Stockholders’ Meeting; or (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time provided, however, that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided that, without the consent of the Company Parties, in no event shall Parent adjourn the Parent Stockholders Stockholders’ Meeting for more than fifteen (15A) Business Days later than the most recently may not be adjourned meeting or to a date that is beyond more than 15 days after the Termination Date. The date for which the Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law, ) and (B) shall not be held later than three (3) Business Days prior to the Outside Date. Parent covenants agrees that none 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 Board or Parent nor any committee of the Parent Board shall withdraw or modifyStockholders’ Meeting, or propose publicly or as required by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy StatementParent’s Governing Documents.

Parent Stockholder Approval. As (a) The Parent shall take all action necessary under all applicable Requirements of Law to call, give notice of, and hold a meeting of the holders of Parent Common Stock (including any adjournments or postponements thereof, the “Parent Stockholders’ Meeting”) for the purpose of obtaining the Parent Stockholder Vote. Without the prior written consent of Seller, the Parent Stockholder Vote shall be the only matters (other than procedural matters) that the Parent shall propose to be acted on by the Parent stockholders at the Parent Stockholders’ Meeting. The Parent Proxy Statement delivered to the stockholders of the Parent in connection with the Parent Stockholders’ Meeting shall include the Parent Board Recommendation. (b) The Parent (in consultation with Seller) shall set a single record date for persons entitled to notice of, and to vote at, the Parent Stockholders’ Meeting and shall not change such record date (whether in connection with the Parent Stockholders’ Meeting or any adjournment or postponement thereof) without the prior written consent of Seller. The Parent Stockholders’ Meeting shall be held on a date selected by the Parent in consultation with Seller as promptly as reasonably practicable following after the time at which the Form S-4 Registration Statement / Proxy Statement is declared effective under the Securities Act. Once the Parent Stockholders’ Meeting has been called and noticed, the Parent shall (a) duly give notice of and (b) use commercially reasonable efforts to duly convene and hold a meeting of the Parent Stockholders (the “Parent Stockholders Meeting”) in accordance with the Governing Documents of Parent, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its Parent Stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its board of directors, recommend to the Parent Stockholders (the “Parent Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Mergers) (the “Business Combination Proposal”); (ii) the approval of the issuance of the Parent Common Stock in connection with the transactions contemplated by this Agreement as required by Nasdaq listing requirements (the “Nasdaq Proposal”); (iii) the adoption and approval of the amendments to the Governing Documents of Parent contemplated by the Parent Certificate of Incorporation and the Parent Bylaws (the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC not postpone or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and the Company Parties as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals”); provided, that Parent may adjourn the Parent Stockholders Stockholders’ Meeting without the consent of Seller (A) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approvalwhich consent shall not be unreasonably withheld), other than (Bi) for the absence of a quorum, quorum or (Cii) to allow reasonable additional time for the filing or and mailing of any supplemental or amended disclosures that disclosure which Parent has determined, based on the advice of outside legal counsel, believes in good faith is reasonably likely to be required necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Parent Stockholders prior to the Parent Stockholders Stockholders’ Meeting; . (c) The Parent’s obligations pursuant to this Section 6.7 shall not be affected by the public announcement or public disclosure of, or the communication to the Seller of, any Acquisition Proposal or inquiry or indication of interest with respect thereto, or by a Change of Board Recommendation (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result in each case, in the condition set forth event the Parent is the Target Party). Unless this Agreement is properly terminated in Section 6.3(c) not being satisfied; provided thataccordance with its terms, without the consent of matter to be addressed in the Company Parties, in no event Parent Stockholder Vote shall Parent adjourn be submitted to the Parent Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond the Termination Date. The Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, Parent covenants that none of at the Parent Stockholders’ Meeting whether or not (x) the Board or Parent nor any committee of the Parent Board Directors shall withdraw or modify, or propose publicly or by formal action have effected a Change of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation or (y) any other recommendation by Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Parent Board or Parent any of the proposals set forth in the Registration Statement / Proxy Statementits Representatives.

Parent Stockholder Approval. As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Parent shall (a) duly give notice of and (b) use commercially reasonable efforts to duly convene and hold a meeting of the Parent Stockholders (the “Parent Stockholders Meeting”) in accordance with the Governing Documents of ParentSigning Date, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its Parent Stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its board of directors, recommend to the Parent Stockholders (the “Parent Board Recommendation”), (i) the adoption and approval of has adopted resolutions approving this Agreement and the transactions contemplated hereby (including by this Agreement on substantially the Mergers) 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 holders of Capital Stock of Parent entitled to vote thereon (the “Business Combination ProposalParent Stockholders”) for their consideration at a special meeting (the “Parent Stockholder Meeting”); . Subject to timely receipt from Nutex and the Nutex Subsidiaries of financial and other information necessary or advisable for inclusion in the Proxy in accordance with the SEC’s disclosure requirements and assuming clearance of the Proxy as set forth in Section 4.10(a) hereof, Parent will take, in accordance with the federal securities Laws and its Organizational Documents, including the Parent Certificate of Incorporation and bylaws, all action necessary to (i) duly call and give notice of the Parent Stockholder Meeting as soon as practicable, and (ii) duly convene and hold the Parent Stockholder Meeting on or about the anticipated Closing Date but in no event later than thirty (30) calendar days following the date Parent sends notice of the Parent Stockholder Meeting to the Parent Stockholders (with any and all adjournments to occur within such period), to consider and vote upon the adoption of this Agreement and approval of the issuance of the Parent Common Stock in connection with the other transactions contemplated by this Agreement as required by Nasdaq listing requirements well as any other such matters. The Parent Board shall (the “Nasdaq Proposal”); (iiia) the adoption and approval of the amendments recommend to the Governing Documents of Parent contemplated by Stockholders that they adopt this Agreement at the Parent Certificate of Incorporation Stockholder Meeting and (b) use its reasonable best efforts to obtain from the Parent Bylaws (Stockholders the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and the Company Parties as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (viii) the adoption and approval of a proposal for to adopt this Agreement at the adjournment Parent Stockholder Meeting and to appoint the New Nutex Directors to the Parent Board, effective as of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing Closing (such proposals in (i) through (vii) together, the “Transaction ProposalsParent Stockholder Approval”); provided, that . Parent may adjourn and Nutex shall jointly prepare the Parent Stockholders Stockholder Meeting (A) to solicit additional proxies for the purpose of materials in conjunction with obtaining the Parent Stockholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that . Parent has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Parent Stockholders prior shall submit this Agreement to the Parent Stockholders Meeting; or (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided that, without the consent of the Company Parties, in no event shall Parent adjourn at the Parent Stockholders Stockholder Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond the Termination Date. The Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, Parent covenants that none of the Parent Board or Parent nor any committee of even if the Parent Board shall withdraw have withdrawn, modified or modifyqualified its recommendation, unless this Agreement has been terminated in accordance with its terms. As soon as reasonable practicable after the Parent Stockholder Meeting, Parent shall deliver to Nutex a certificate of an authorized officer of Parent certifying as to the number of shares of Parent Capital Stock voted and Parent Stockholders voting in favor of, voting against, or propose publicly or by formal action abstaining from voting on the transactions contemplated herein and the terms of this Agreement, at the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy StatementStockholder Meeting.

Parent Stockholder Approval. As promptly as reasonably practicable following (a) Following the time at which Effective Time, after delivery of the Registration Statement / Proxy Statement is declared effective Required Audited Financial Statements under the Securities ActSection 7.10, Parent shall (a) duly give notice of and (b) use commercially reasonable efforts to duly convene prepare and hold file with the SEC a joint consent solicitation/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of Parent relating to the special meeting of the Parent Stockholders Parent’s stockholders (the “Parent Stockholders Stockholders’ Meeting”) in accordance with the Governing Documents to be held to consider approval and adoption of Parent, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its Parent Stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its board of directors, recommend to the Parent Stockholders (the “Parent Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Mergers) (the “Business Combination Proposal”); (ii) the approval of the issuance of the Parent Common Stock underlying the (A) Parent Preferred Stock Purchase Price and the (B) Parent Common Stock underlying the Parent Common Stock Warrants, as contemplated by this Agreement, (ii) the appointment of the Parent Board of Directors, as contemplated by the Stockholders Agreement, and (iii) any other proposals the parties hereto deem necessary or appropriate to effectuate the Transactions. Parent will (A) cause the Proxy Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, and (B) use commercially reasonable efforts to respond to and resolve all comments received from the SEC concerning the Proxy Statement. After all comments received from the SEC concerning the Proxy Statement have been resolved, Parent shall exercise commercially reasonable efforts to mail the Proxy Statement to its stockholders. The Company shall furnish all information concerning the Company as may reasonably be requested by Parent in connection with such actions and the transactions contemplated by this Agreement as required by Nasdaq listing requirements (the “Nasdaq Proposal”); (iii) the adoption and approval preparation of the amendments Proxy Statement. (b) No filing of, or amendment or supplement to the Governing Documents of Proxy Statement will be made by Parent contemplated by the Parent Certificate of Incorporation and the Parent Bylaws (the “Governing Document Proposals”); (iv) without the approval of the directors in accordance with Section 5.16 Company (such approval not to be unreasonably withheld, conditioned or delayed), except as required by applicable Law. Parent will advise the “Directors Proposal”); (v) Company of any request by the adoption and approval SEC for amendment of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) comments thereon and responses thereto or requests by the adoption and approval SEC for additional information. Each of each other proposal reasonably agreed to by Parent and the Company Parties as necessary shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or appropriate in connection with the consummation delayed), any response to comments of the transactions contemplated SEC or its staff with respect to the Proxy Statement and any amendment to the Proxy Statement filed in response thereto. (c) Parent represents that the information supplied by this Agreement Parent for inclusion in the Proxy Statement shall not, at (the time the Proxy Statement (or any amendment thereof or supplement thereto)) is first mailed to the Ancillary Documents; and stockholders of Parent, or (viiiii) the adoption and approval of a proposal for the adjournment time of the Parent Stockholders Stockholders’ Meeting, if necessarycontain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any in light of the foregoing circumstances under which they were made, not misleading. If any event or circumstance relating to Parent or Merger Subs, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement, Parent shall promptly inform the Company. (such proposals d) The Company represents that the information supplied by the Company for inclusion in the Proxy Statement shall not, at (i) through the time the Proxy Statement (viior any amendment thereof or supplement thereto) togetheris first mailed to the stockholders of Parent, or (ii) the “Transaction Proposals”); provided, that Parent may adjourn time of the Parent Stockholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Parent Stockholder ApprovalStockholders’ Meeting, (B) for the absence contain any untrue statement of a quorum, (C) material fact or fail to allow reasonable additional time for the filing or mailing of state any supplemental or amended disclosures that Parent has determined, based on the advice of outside legal counsel, is reasonably likely material fact required to be required stated therein or necessary in order to make the statements therein, in light of the circumstances under applicable Law and for such supplemental which they were made, not misleading. If any event or amended disclosure circumstance relating to the Company or its officers or directors, should be disseminated and reviewed discovered by the Parent Stockholders prior to the Parent Stockholders Meeting; or (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably Company which should be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided thatan amendment or a supplement to the Proxy Statement, without the consent of the Company Parties, in no event shall Parent adjourn the Parent Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond the Termination Date. The Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, Parent covenants that none of the Parent Board or Parent nor any committee of the Parent Board shall withdraw or modify, or propose publicly or by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy Statementpromptly inform Parent.

Parent Stockholder Approval. As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Parent shall (a) duly give notice of and (b) use commercially reasonable best efforts to duly convene and hold a meeting of the Parent Stockholders its stockholders (the “Parent Stockholders Meeting”) in accordance with the Governing Documents of Parent, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its Parent Stockholders stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its board of directors, recommend to the Parent Stockholders its stockholders (the “Parent Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the MergersMerger) (the “Business Combination Proposal”); (ii) the adoption and approval of the issuance of the Parent Common Stock Shares in connection with the transactions contemplated by this Agreement as required by Nasdaq listing requirements (the “Nasdaq Proposal”); (iii) the adoption and approval of the amendments to the Governing Documents of Parent contemplated by amend and restate the Parent New Certificate of Incorporation and the Parent Bylaws attached hereto as Exhibit D (the “Governing Document ProposalsProposal”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan and the Parent ESPP (the “Equity Incentive Plan Proposal”); (v) election of directors effective as of the Closing as contemplated by Section 5.17(a) and Section 5.17(b); (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and the Company Parties as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Transaction Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (viiviii) together, the “Transaction Proposals”); provided, that Parent may adjourn the Parent Stockholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (B) for the absence of a quorum, or (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Parent has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Pre-Closing Parent Stockholders Holders prior to the Parent Stockholders Meeting; or (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided that, without the consent of the Company PartiesCompany, in no event shall Parent adjourn the Parent Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond the Termination Date. The Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, Parent covenants that none of the Parent Board or Parent nor any committee of the Parent Board shall withdraw or modify, or propose publicly or by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Company PartiesCompany, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy Statement.