Common use of Proxy Statement/Prospectus Filing, SEC Filings and Special Meeting Clause in Contracts

Proxy Statement/Prospectus Filing, SEC Filings and Special Meeting. (a) Pantheon shall cause a meeting of its stockholders (the “Pantheon Stockholders Meeting”) to be duly called and held as soon as reasonably practicable for the purpose of voting on the adoption and approval of, among others, this Agreement and the Transactions contemplated thereby. The board of directors of Pantheon shall recommend to its stockholders that they vote in favor of the adoption of such matters. In connection with the Pantheon Stockholders Meeting, Pantheon (a) shall use commercially reasonable efforts to file with the SEC as promptly as practicable the Proxy Statement/Prospectus, (b) upon receipt of approval from the SEC, will mail to its stockholders the Proxy Statement/Prospectus and other proxy materials, (c) will use commercially reasonable efforts to obtain the necessary approvals by its stockholders of this Agreement and the Transactions contemplated hereby, and (d) will otherwise comply with all Legal Requirements applicable to the Pantheon Stockholders Meeting. (b) Pantheon shall timely provide to the Target all correspondence received from and to be sent to the SEC and shall not file any amendment to the filings with the SEC without (i) providing the Target the opportunity to review and comment on any responses to the SEC and (ii) the prior consent of the Target, which consent shall not be unreasonably delayed or withheld. In addition, Pantheon shall use commercially reasonable efforts to cause the SEC to permit the Target and/or its counsel to participate in the SEC conversations on issues related to Pantheon’s SEC filings together with Pantheon’s counsel.

Proxy Statement/Prospectus Filing, SEC Filings and Special Meeting. (a) Pantheon Ideation shall cause a meeting of its stockholders (the “Pantheon Stockholders Stockholders’ Meeting”) to be duly called and held as soon as reasonably practicable for the purpose of voting on the adoption and approval of, among others, this Agreement and the Transactions contemplated thereby. The board of directors of Pantheon Subject to its fiduciary duties, the Ideation Board shall recommend to its stockholders that they vote in favor of the adoption of such matters. In connection with the Pantheon Stockholders Stockholders’ Meeting, Pantheon Ideation (a) shall will use commercially reasonable efforts to file with the SEC as promptly as practicable the Proxy Statement/Prospectus, which shall serve as a proxy statement pursuant to Section 14(a), Regulation 14A, and Schedule 14A under the Exchange Act and the Form S-4 Registration Statement and all other proxy materials for such meeting, (b) upon receipt of approval from the SEC, will mail to its stockholders the Proxy Statement/Prospectus and other proxy materials, (c) will use commercially reasonable efforts to obtain the necessary approvals by its stockholders of this Agreement and the Transactions contemplated herebyhereby under applicable Legal Requirements (the “Stockholder Approval”), and (d) will otherwise comply with all Legal Requirements applicable to the Pantheon Stockholders Stockholders’ Meeting. (b) Pantheon shall Ideation will timely provide to the Target SM Cayman all correspondence received from and to be sent to the SEC and shall will not file any amendment to the filings Proxy Statement/Prospectus with the SEC without (i) providing the Target SM Cayman the opportunity to review and comment on any proposed responses to the SEC SEC. Ideation and (ii) SM Cayman will cooperate with each other in finalizing each proposed response; provided that ID Cayman shall control the prior consent final form and substance of the Target, which consent shall not be unreasonably delayed or withheldany such response. In addition, Pantheon shall Ideation will use commercially reasonable efforts to cause the SEC to permit the Target SM Cayman and/or its counsel to participate in the all SEC conversations on substantive issues related to Pantheon’s SEC filings the Proxy Statement/Prospectus together with Pantheon’s Ideation counsel.. A-36 Table of Contents

Proxy Statement/Prospectus Filing, SEC Filings and Special Meeting. (a) Pantheon Prospect shall cause a meeting of its stockholders (the “Pantheon Stockholders "Prospect Stockholders' Meeting”") to be duly called and held as soon as reasonably practicable for the purpose of voting on the adoption and approval of, among others, this Agreement and the Transactions transactions contemplated therebyhereby. Prospect shall cause a meeting of the holders of Prospect Warrants (the "Prospect Warrant Holders Meeting") to be duly called and held as soon as reasonably practicable for the purpose of voting to approve the Prospect Warrant Agreement Amendment. The board of directors of Pantheon Prospect shall recommend to its stockholders and the holders of Prospect Warrants that they vote in favor of the adoption of such matters. In connection with the Pantheon Stockholders Prospect Stockholders' Meeting and the Prospect Warrant Holders Meeting, Pantheon Prospect (a) shall use commercially reasonable efforts to file with the SEC as promptly as practicable the Proxy Statement/Prospectus, (b) upon receipt of approval from the SEC, will mail to its stockholders and the holders of Prospect Warrants the Proxy Statement/Prospectus and other proxy materials, (c) will use commercially reasonable efforts to obtain the necessary approvals by its stockholders of this Agreement and the Transactions transactions contemplated hereby, (d) will use commercially reasonable efforts to obtain the necessary approvals by the holders of Prospect Warrants of the Warrant Agreement Amendment and (de) will otherwise comply with all Legal Requirements applicable to the Pantheon Stockholders Prospect Stockholders' Meeting and the Prospect Warrant Holders Meeting. (b) Pantheon Prospect shall timely provide to the Target KW all correspondence received from and to be sent to the SEC and shall not file any amendment to the filings with the SEC without (i) providing the Target KW the opportunity to review and comment on any responses to the SEC and (ii) the prior consent of the TargetKW, which consent shall not be unreasonably delayed or withheld. In addition, Pantheon Prospect shall use commercially reasonable efforts to cause the SEC to permit the Target KW and/or its counsel to participate in the SEC conversations on issues related to Pantheon’s Prospect's SEC filings together with Pantheon’s Prospect's counsel.