Common use of Proxy Statement; Special Meeting Clause in Contracts

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as is necessary for its preparation, Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, the Proxy Statement/Prospectus to be used for the purpose of soliciting proxies from holders of Parent Common Stock (the “Parent Stockholders”) to vote in favor of (i) the adoption of this Agreement and the approval of the Merger (the “Merger Proposal”), (ii) the election to the board of directors of Parent of the individuals identified on Schedule 5.1(a) for the class of director set forth opposite the name of such individual (the “Director Proposal”); (iii) the approval of certain changes to Parent’s Charter Documents, to be effective from and after the Closing, including the change of the name of Parent to a name to be mutually agreed by the parties hereto, an increase in the number of authorized shares of Parent Common Stock to 200,000,000 and amendments to Article Sixth so that the existence of Parent shall be perpetual and to remove all SPAC-related provisions that will no longer be applicable to Parent following the Closing (the “Charter Amendments Proposals”), (iv) the adoption of the Parent Plan and (v) approval of any other proposals reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (together with the Merger Proposal, Director Proposal, Charter Amendments Proposals and Plan Proposal, the “Stockholder Matters”) at a meeting of Parent Stockholders to be called and held for such purpose (the “Special Meeting”). Without the prior written consent of the Company, the Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent Stockholders at the Special Meeting. The Parent Plan shall provide that a number of shares of Parent Common Stock in an amount to be mutually agreed by the parties hereto shall be reserved for issuance pursuant to the Parent Plan. The Company shall furnish to Parent all information concerning the Company as is necessary in connection with the preparation of the Proxy Statement/Prospectus. Parent shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Act. (b) As soon as practicable following the approval of the Proxy Statement/Prospectus by the SEC (the “SEC Approval Date”) (and in any event, within seven Business Days after the SEC Approval Date), Parent shall (i) distribute the Proxy Statement/Prospectus to the Parent Stockholders, (ii) having, prior to the SEC Approval Date, established the record date therefor, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL and, subject to the other provisions of this Agreement, on a date no later than thirty (30) days following the SEC Approval Date, and (iii) subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters presented to the Parent Stockholders for approval or adoption at the Special Meeting, including, without limitation, the Stockholder Matters. Notwithstanding the foregoing provisions of this Section 5.1(b), if on a date for which the Special Meeting is scheduled, Parent reasonably determines that the Merger cannot be consummated for any reason, Parent shall have the right to make one or more successive postponements or adjournments of the Special Meeting, provided that (1) Parent continues to satisfy its obligations under Section 5.1(d) below and (2) the Special Meeting (x) is not postponed or adjourned to a date that is more than forty-five (45) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law) and (y) is held no later than three (3) Business Days prior to October 30, 2019. (c) Parent shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement/Prospectus, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent shall ensure that the Proxy Statement/Prospectus does not, as of the date on which it is first distributed to Parent Stockholders, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Proxy Statement/Prospectus). (d) Parent, acting through its board of directors, shall include in the Proxy Statement/Prospectus the recommendation of its board of directors that the Parent Stockholders vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters referred to in Section 5.1(a), and shall otherwise use commercially reasonable best efforts to obtain approval of the matters referred to in Section 5.1(a).

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as is necessary Parent may reasonably request for its preparation, Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, the a proxy statement (“Proxy Statement/Prospectus ”) to be used for the purpose of soliciting proxies from holders of Parent Common Stock (the “Parent Stockholders”) to vote in favor of (i) the adoption of this Agreement and the approval of the Merger (Blocker Mergers and the “Merger Proposal”)Merger, (ii) the election to the board of directors of Parent of the individuals identified on Schedule 5.1(a) for the class of director set forth opposite the name of such individual (the “Director Proposal”); (iii) the approval of certain changes to Parent’s Charter Documents, to be effective from and after the Closing, including the change of the name of Parent to a (such name to be mutually agreed as directed by the parties heretoCompany) , (iii) an increase in the number of authorized shares of Parent Common Stock (such number to 200,000,000 be as directed by the Company) and (iv) amendments to Parent’s Amended and Restated Certificate of Incorporation to be effective from and after the Closing (A) to amend Article Sixth thereof so that the existence of Parent shall be perpetual and to remove all SPAC-related provisions that will no longer be applicable to Parent following the Closing and (B) such other changes set forth in the Second Amended and Restated Certificate of Incorporation attached hereto as Exhibit D (the matters set forth in clauses (i) through (iv) being referred to herein as the “Charter Amendments ProposalsParent Stockholder Matters”), (ivv) the adoption of an omnibus equity incentive plan to be provided by the Company after the date hereof and approved by Parent Plan (which approval will not be unreasonably withheld, conditioned or delayed) (the “Parent Plan”), and (vvi) approval of any such other proposals reasonably matters as mutually agreed by Parent and upon between the Company to be necessary or appropriate in connection with the transactions contemplated hereby (together with the Merger Proposal, Director Proposal, Charter Amendments Proposals and Plan Proposal, the “Stockholder Matters”) Parent at a meeting of holders of Parent Stockholders Common Stock to be called and held for such purpose (the “Special Meeting”). Without the prior written consent of the Company, the Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent Stockholders at the Special Meeting. The Parent Plan shall provide that a an aggregate number of shares of Parent Common Stock in an amount equal to be mutually agreed by five percent (5%) of the parties hereto shares of Parent Common Stock outstanding upon consummation of the Closing shall be reserved for issuance pursuant to the Parent Plan. The Company shall furnish to Parent all information concerning the Company as is necessary Parent may reasonably request in connection with the preparation of the Proxy Statement/Prospectus. The Company and its counsel shall be given an opportunity to review, comment on and approve in writing the preliminary Proxy Statement prior to its filing with the SEC. Parent, with the assistance and written approval of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable efforts to cause the Proxy Statement to be approved by the SEC as promptly as practicable. Parent shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Act. (b) As soon as practicable following the approval for distribution of the Proxy Statement/Prospectus Statement by the SEC (the “SEC Approval Date”) (and in any event, within seven Business Days after the SEC Approval Date)SEC, Parent shall (i) distribute the Proxy Statement/Prospectus Statement to the holders of Parent StockholdersCommon Stock and, (ii) havingpursuant thereto, prior to the SEC Approval Date, established the record date therefor, duly call, give notice of, convene and hold shall call the Special Meeting in accordance with the DGCL and, subject to the other provisions of this Agreement, on a date no later than thirty (30) days following the SEC Approval Date, and (iii) subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters presented to the Parent Stockholders for approval or adoption at the Special Meeting, including, without limitation, the Stockholder Matters. Notwithstanding the foregoing provisions of this matters described in Section 5.1(b7.1(a), if on a date for which the Special Meeting is scheduled, Parent reasonably determines that the Merger cannot be consummated for any reason, Parent shall have the right to make one or more successive postponements or adjournments of the Special Meeting, provided that (1) Parent continues to satisfy its obligations under Section 5.1(d) below and (2) the Special Meeting (x) is not postponed or adjourned to a date that is more than forty-five (45) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law) and (y) is held no later than three (3) Business Days prior to October 30, 2019. (c) Parent shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement/Prospectus, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent shall ensure that the Proxy Statement/Prospectus Statement does not, as of the date on which it is first distributed to holders of Parent StockholdersCommon Stock, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Proxy Statement/Prospectus). (d) Parent, acting through its board of directors, shall include in the Proxy Statement/Prospectus Statement the recommendation of its board of directors that the holders of Parent Stockholders Common Stock vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters referred to in Section 5.1(a)Merger, and shall otherwise use commercially reasonable best efforts to obtain the approval of the matters referred Parent Stockholder Matters. Neither Parent’s board of directors nor any committee or agent or representative thereof shall withdraw (or modify in a manner adverse to the Company), or propose to withdraw (or modify in Section 5.1(aa manner adverse to the Company), the Parent board of director’s recommendation that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Merger. (e) The Parties shall take all necessary action so that the persons listed on Schedule 7.1(e) of the Company Disclosure Letter are elected and appointed to the positions of officers and directors of Parent and Surviving Company in the class indicated with respect to directors, and as members of the committees of the board of directors of Parent, as set forth therein, to serve in such positions effective immediately after the Closing. If any Person listed on Schedule 7.1(e) of the Company Disclosure Letter is unable to serve, the Party appointing such Person, as indicated on such Schedule, shall designate a successor; provided that, if such designation is to be made after the Closing, any successor to a Person designated by Parent shall be made by the Committee.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Parent AETI from the each Target Company of all financial and other information relating to the such Target Company as is necessary AETI may reasonably request for its preparation, Parent AETI shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, the a proxy statement (“Proxy Statement/Prospectus ”) to be used for the purpose of soliciting proxies from holders of Parent AETI Common Stock (the “Parent Stockholders”) to vote in favor of (i) the adoption issuance of this Agreement and AETI Common Stock in connection with the approval of the Merger (the “Merger Proposal”), Transactions (ii) the election to the board of directors of Parent of the individuals identified on Schedule 5.1(a) for the class of director set forth opposite the name of such individual (the “Director Proposal”); (iii) the approval of certain changes to Parent’s Charter Documents, to be effective from and after the Closing, including the change of the name of Parent to a name to be mutually agreed by the parties hereto, an increase in the number of authorized shares of Parent AETI Common Stock (such number to 200,000,000 be as directed by the Target Companies) and (iii) amendments to Article Sixth so that the existence AETI’s Amended and Restated Certificate of Parent shall Incorporation to be perpetual effective from and to remove all SPAC-related provisions that will no longer be applicable to Parent following after the Closing (A) authorizing a reverse stock split of AETI Common Stock at a ratio in an amount sufficient to satisfy Nasdaq listing requirements in effect at such time to be determined by the “AETI Board and Holdings and (B) changing the name of AETI to Stabilis Energy, Inc., each as reflected in the amendments to the AETI Charter Amendments Proposals”)Documents attached hereto as Exhibits D-1 through D-3, and (iv) adjourning the adoption Special Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Parent Plan and Special Meeting to approve the foregoing (vthe matters set forth in clauses (i) approval of any other proposals reasonably agreed by Parent and the Company through (iv) being referred to be necessary or appropriate in connection with the transactions contemplated hereby (together with the Merger Proposal, Director Proposal, Charter Amendments Proposals and Plan Proposal, herein as the “AETI Stockholder Matters”) at a meeting of Parent Stockholders holders of AETI Common Stock to be called and held for such purpose (the “Special Meeting”). Without the prior written consent of the Company, the Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent Stockholders at the Special Meeting. The Parent Plan shall provide that a number of shares of Parent Common Stock in an amount to be mutually agreed by the parties hereto shall be reserved for issuance pursuant to the Parent Plan. The Each Target Company shall furnish to Parent AETI all information concerning the such Target Company as is necessary AETI may reasonably request in connection with the preparation of the Proxy Statement/Prospectus. Parent All information furnished by each Target Company to AETI pursuant to this Section 8.1(a) shall be in the form and substance required by SEC Schedule 14A including risk factors of such Target Company’s business, management’s discussion and analysis of financial conditions and results of operation, selected financial information, proforma financial information, business, operations and properties, owners and management. Each Exchanging Owner, Target Company and its counsel shall be given an opportunity to review, comment on and approve the preliminary Proxy Statement prior to its filing with the SEC. AETI, with the assistance and written approval of each Target Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable efforts to cause the Proxy Statement to be approved by the SEC as promptly as practicable. AETI shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Act. (b) As soon as practicable following the approval for distribution of the Proxy Statement/Prospectus Statement by the SEC (the “SEC Approval Date”) (and in any eventSEC, within seven Business Days after the SEC Approval Date), Parent AETI shall (i) distribute the Proxy Statement/Prospectus Statement to the Parent Stockholdersholders of AETI Common Stock and, (ii) havingpursuant thereto, prior to the SEC Approval Date, established the record date therefor, duly call, give notice of, convene and hold shall call the Special Meeting in accordance with the DGCL FBCA and, subject to the other provisions of this Agreement, on a date no later than thirty (30) days following the SEC Approval Date, and (iii) subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters presented to the Parent Stockholders for approval or adoption at the Special Meeting, including, without limitation, the Stockholder Matters. Notwithstanding the foregoing provisions of this matters described in Section 5.1(b8.1(a), if on a date for which the Special Meeting is scheduled, Parent reasonably determines that the Merger cannot be consummated for any reason, Parent shall have the right to make one or more successive postponements or adjournments of the Special Meeting, provided that (1) Parent continues to satisfy its obligations under Section 5.1(d) below and (2) the Special Meeting (x) is not postponed or adjourned to a date that is more than forty-five (45) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law) and (y) is held no later than three (3) Business Days prior to October 30, 2019. (c) Parent AETI shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL FBCA in the preparation, filing and distribution of the Proxy Statement/Prospectus, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent AETI shall ensure that the Proxy Statement/Prospectus Statement does not, as of the date on which it is first distributed to Parent Stockholdersholders of AETI Common Stock, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent AETI shall not be responsible for the accuracy or completeness of any information relating to the each Target Company or any other information furnished by the each Target Company for inclusion in the Proxy Statement/Prospectus). (d) ParentAETI, acting through its board of directorsthe AETI Board, shall include in the Proxy Statement/Prospectus Statement the recommendation of its the AETI Board that the holders of AETI Common Stock vote in favor of the AETI Stockholder Matters, and shall otherwise use commercially reasonable efforts to obtain the approval of the AETI Stockholder Matters. Neither the AETI Board nor any committee or agent or representative thereof shall withdraw (or modify in a manner adverse to the Target Companies), or propose to withdraw (or modify in a manner adverse to the Target Companies), the AETI board of directors director’s recommendation that the Parent Stockholders holders of AETI Common Stock vote in favor of the adoption of this Agreement and Agreement. (e) The Parties shall take all necessary action so that the approval persons listed on Schedule 8.1(e) of the Merger AETI Disclosure Schedule are elected and appointed to the other matters referred positions of officers and directors of AETI in the class indicated with respect to in Section 5.1(a)directors, and shall otherwise use commercially reasonable best efforts to obtain approval as members of the matters referred committees of the AETI Board, as set forth therein, to serve in Section 5.1(a)such positions effective immediately after the Closing. If any Person listed on Schedule 8.1(e) of the AETI Disclosure Schedule is unable to serve, the Party appointing such Person, as indicated on such Schedule, shall designate a successor; provided that, if such designation is to be made after the Closing, any successor to a Person designated by AETI shall be made by a committee appointed by the AETI Board.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as is necessary for its preparationpreparation (including the Updated Audited Financial Statements), Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, the Proxy Statement/Prospectus to be used for the purpose of soliciting proxies from holders of Parent Common Stock (the “Parent Stockholders”) to vote in favor of (i) the adoption of this Agreement and the approval of the Merger (the “Merger Proposal”), (ii) the election to the board of directors of Parent of the individuals identified on Schedule 5.1(a) 5.2 of the Parent Schedule for the class of director set forth opposite the name of such individual (the “Director Proposal”); (iii) the approval of certain changes to Parent’s Charter Documents, to be effective from and after the Closing, including the change of the name of Parent to a name to be mutually agreed by the parties hereto, an increase in the number of authorized shares of Parent Common Stock to 200,000,000 350,000,000 and other mutually agreed upon changes to Parent’s capitalization structure and amendments to Article Sixth so that the existence of Parent shall be perpetual and to remove all SPAC-related provisions that will no longer be applicable to Parent following the Closing and such other amendments proposed by the Company that are reasonably acceptable to Parent (the “Charter Amendments Proposals”), (iv) the adoption of the Parent Plan Plan, (v) approval of the PIPE Investment and (vvi) approval of any other proposals reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (together with the Merger Proposal, Director Proposal, Charter Amendments Proposals and Plan Proposal, the “Stockholder Matters”) at a meeting of Parent Stockholders to be called and held for such purpose (the “Special Meeting”). Without the prior written consent of the Company, the Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent Stockholders at the Special Meeting. The Parent Plan shall provide that a not less than 10% of the total number of shares of Parent Common Stock in an amount to be mutually agreed by issued and outstanding after the parties hereto Closing (or such other number of shares as Parent and the Company may otherwise agree following the date hereof) shall be reserved for issuance pursuant to the Parent Plan. The Company shall furnish to Parent all information concerning the Company as is necessary in connection with the preparation of the Proxy Statement/ProspectusProspectus and shall otherwise assist and cooperate with Parent as reasonably requested by Parent. Parent shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Act. (b) As soon as reasonably practicable following the approval of the Proxy Statement/Prospectus by the SEC (the “SEC Approval Date”) (and in any event, within seven Business Days after the SEC Approval Date), Parent shall (i) distribute the Proxy Statement/Prospectus to the Parent Stockholders, (ii) having, prior to the SEC Approval Date, established the record date therefor, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL and, subject to the other provisions of this Agreement, on a date no later than thirty forty-five (3045) days following the SEC Approval Date, and (iii) subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters presented to the Parent Stockholders for approval or adoption at the Special Meeting, including, without limitation, the Stockholder Matters. Notwithstanding the foregoing provisions of this Section 5.1(b), Parent shall be entitled to make one or more successive postponements or adjournments of the Special Meeting (i) to ensure that any supplement or amendment to the Proxy Statement/Prospectus that Parent has determined in good faith is required to satisfy the conditions of Section 5.1(c) below or any other applicable Legal Requirement or (ii) if on a date for which the Special Meeting is scheduled, Parent reasonably determines that the Merger cannot be consummated for any reason; provided, Parent shall have the right to make one or more successive postponements or adjournments of the Special Meeting, provided that (1) Parent continues to satisfy its obligations under Section 5.1(d) below and Parent shall reconvene such Special Meeting as promptly as practicable following such time as the matters described in clauses (i) and (ii) have been resolved and (2) in no event shall the Special Meeting (x) is not postponed or adjourned to a date that is more than forty-five (45) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law) and (y) is be held no later than three (3) Business Days prior to October 30January 16, 20192021 (unless the Parties have waived the requirement in Section 1.2 that the Closing Date shall be no later than the third (3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI, in which case the Special Meeting shall be held no later than January 16, 2021). (c) Parent shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement/Prospectus, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent shall ensure represents and warrants that the Proxy Statement/Prospectus does shall not, as of the date on which it is first distributed to Parent Stockholders, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Proxy Statement/Prospectus). The Company represents and warrants that all financial and other information relating to the Company provided to Parent in connection with the Proxy Statement/Prospectus shall not, as of the date it is first distributed to Parent Stockholders, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. No filing of, or amendment or supplement to the Proxy Statement/Prospectus will be made without the approval of Parent and the Company (such approval not to be unreasonably withheld, conditioned or delayed). (d) Parent, acting through its board of directors, shall include in the Proxy Statement/Prospectus the recommendation of its board of directors that the Parent Stockholders vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters referred to in Section 5.1(a), and shall otherwise use commercially reasonable best efforts to obtain approval of the matters referred to in Section 5.1(a).

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as is necessary for its preparationpreparation (including the Updated Financial Statements), (i) Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, the Proxy Statement/Prospectus to be used for the purpose of soliciting proxies from holders of Parent Common Stock (the “Parent Stockholders”) to vote in favor of (iA) the adoption of this Agreement and the approval of the Merger Mergers (the “Merger Proposal”), (iiB) the election to the board of directors of Parent of the individuals identified on Schedule 5.1(a) 5.2 of the Parent Schedule for the class of director set forth opposite the name of each such individual (the “Director Proposal”); (iiiC) the approval of certain changes to Parent’s Charter Documents, to be effective from and after the Closing, including the change of the name of Parent to a name to be mutually agreed by the parties hereto, an increase in the number of authorized shares of Parent Common Stock to 200,000,000 a number to be mutually agreed by the parties hereto (which shall not be less than 1,000,000,000) and other mutually agreed upon changes to Parent’s capitalization structure and amendments to Article Sixth so that the existence of Parent shall be perpetual and to remove all SPAC-related provisions that will no longer be applicable to Parent following the Closing and such other amendments proposed by the Company that are reasonably acceptable to Parent (the “Charter Amendments Proposals”), (ivD) the approval and adoption of the Parent Plan Plan, (E) approval of the issuance of more than 20% of the issued and outstanding shares of the Parent Common Stock pursuant to this Agreement and the PIPE Investment, (F) the adjournment of the stockholder meeting to a later date or dates if it is determined by Parent and the Company that additional time is necessary to consummate the transactions contemplated hereby for any reason, and (vG) approval of any other proposals reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (together with the Merger Proposal, Director Proposal, Charter Amendments Proposals and Plan Proposal, the “Stockholder Matters”) at a meeting of Parent Stockholders to be called and held for such purpose (the “Special Meeting”), and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement/Prospectus will be included. Without the prior written consent of the Company, the Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent Stockholders at the Special Meeting. The Parent Plan shall provide that a 10% of the total number of shares of Parent Common Stock in an amount to be mutually agreed by issued and outstanding after the parties hereto Closing (or such other number of shares as Parent and the Company may otherwise agree following the date hereof) shall be reserved for issuance pursuant to the Parent Plan, plus an “evergreen” feature as to be mutually agreed upon between the Company and Parent. The Company shall furnish to Parent all information concerning the Company as is necessary in connection with the preparation of the Proxy Statement/Prospectus and shall otherwise assist and cooperate with Parent as reasonably requested by Parent. The Company and its counsel shall be given a reasonable opportunity to review, comment on and approve in writing (which approval may be by e-mail) the preliminary Proxy Statement/Prospectus prior to its filing with the SEC and any other amendments or documents filed with the SEC, and Parent shall not file any documents with the SEC referencing, relating to or containing any Company information without the prior written consent (including by e-mail) of the Company, such consent not to be unreasonably withheld, conditioned or delayed. Each of Parent and the Company shall use its commercially reasonable efforts to (w) cause the Form S-4, when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto, (x) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement/Prospectus, (y) cause the Form S-4 to be declared effective as promptly as practicable and (z) keep the Form S-4 effective as long as is necessary to consummate the Mergers. Parent shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Act. The Company and Parent shall each pay fifty percent (50%) of (1) the filing fees associated with the Form S-4, (2) all compensation, fees and expenses due and payable to ICR, LLC under that certain Consulting Agreement, dated as of February 5, 2021, by and between ICR, LLC and the Company, and (3) all compensation, fees and expenses due and payable to Gasthalter & Co. LP under that certain letter agreement, dated as of February 5, 2021, by and between Gasthalter & Co. LP and the Company. (b) As soon as reasonably practicable following the approval of the Proxy Statement/Prospectus and the declaration of the effectiveness of the Form S-4 by the SEC (the “SEC Approval Date”) (and in any event, within seven Business Days after the SEC Approval Date), Parent shall (i) distribute the Proxy Statement/Prospectus to the Parent Stockholders, (ii) having, prior to the SEC Approval Date, established the record date therefor, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL and, subject to the other provisions of this Agreement, on a date no later than thirty forty-five (3045) days following the SEC Approval Date, and (iii) subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger Mergers and the other matters presented to the Parent Stockholders for approval or adoption at the Special Meeting, including, without limitation, the Stockholder Matters. Notwithstanding the foregoing provisions of this Section 5.1(b), if on a date for which the Special Meeting is scheduled, Parent reasonably determines that the Merger cannot be consummated for any reason, Parent shall have the right to make one or more successive postponements or adjournments of the Special Meeting, provided in each case, to the extent required (i) to ensure that any supplement or amendment is made to the Proxy Statement/Prospectus that Parent, after reasonable consultation with the Company, has determined in good faith is required to satisfy the conditions of Section 5.1(c) below or any other applicable Law or (1ii) if on a date for which the Special Meeting is scheduled, Parent, after reasonable consultation with the Company, reasonably determines in good faith that any of the Stockholder Matters will not be approved at the Special Meeting or the Mergers cannot be consummated for any reason; provided, that Parent continues to satisfy its obligations under Section 5.1(d) below and (2) the Parent shall reconvene such Special Meeting as promptly as practicable following such time as the matters described in clauses (x) is not postponed or adjourned to a date that is more than forty-five (45) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Lawi) and (yii) is held no later than three (3) Business Days prior to October 30, 2019have been resolved. (c) Parent shall comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement/Prospectus, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent shall ensure represents and warrants that the Proxy Statement/Prospectus does shall not, as of the date on which it is first distributed to Parent Stockholders, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company in writing for inclusion in the Proxy Statement/Prospectus). No filing of, or amendment or supplement to the Proxy Statement/Prospectus will be made without the approval of Parent and the Company (such approval not to be unreasonably withheld, conditioned or delayed), and Parent shall promptly transmit any such amendment or supplement to the Parent Stockholders, if at any time prior to the Special Meeting there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus. (d) Parent, acting through its board of directors, shall include in the Proxy Statement/Prospectus the recommendation of its board of directors that the Parent Stockholders vote in favor of the adoption of this Agreement and the approval of the Merger Mergers and the other matters referred to in Section 5.1(a), and shall otherwise use commercially reasonable best efforts to obtain approval of the matters referred to in Section 5.1(a). Neither Parent’s board of directors nor any committee or agent or representative thereof shall withdraw, propose to withdraw, or modify in a manner adverse to the Company, the Parent board of director’s recommendation that the Parent Stockholders vote in favor of the adoption of any of the Stockholder Matters.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Parent from the Company execution of all financial and other information relating to the Company as is necessary for its preparationthis Agreement, Parent NSAQ shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, the Proxy Statement/Prospectus to be used proxy materials for the purpose of soliciting proxies from holders of Parent NSAQ Common Stock to vote, at a meeting of the holders of NSAQ Common Stock to be called for such purpose (the “Parent StockholdersSpecial Meeting”) to vote ), in favor of of, among other things, (i) the adoption of this Agreement and the approval of the Merger (SDI Preferred Stock Purchase and the “Merger Proposal”)Share Exchange, (ii) the election to the board of directors of Parent issuance of the individuals identified on Schedule 5.1(a) for NSAQ Shares in connection with the class of director set forth opposite the name of such individual (the “Director Proposal”); Share Exchange, (iii) if mutually agreed to by NSAQ and SDI, the approval redomestication of certain changes NSAQ to Parent’s Charter Documentsthe British Virgin Islands, to be effective from and after the Closing, including (iv) the change of the name of Parent NSAQ to a name selected by SDI, (v) increasing the authorized number of shares of NSAQ Common Stock, (vi) the election of directors of NSAQ pursuant to Section 5.2, whose election shall be mutually effective as of the Closing, (vii) other changes to NSAQ’s certificate of incorporation agreed by the parties heretoParties, an increase in including (1) changing corporate existence to perpetual; (2) incorporating the number classification of authorized shares directors that would result from the election of Parent Common Stock to 200,000,000 and amendments to Article Sixth so that the existence of Parent shall be perpetual and to remove all SPAC-related directors as contemplated by Section 5.2; (3) removing provisions that will no longer be applicable to Parent following NSAQ after the Closing SDI Preferred Stock Purchase and the Share Exchange, and (4) making certain other changes in terms, gender and number that are substantively immaterial; and (viii) an adjournment proposal to adjourn the Special Meeting if, based on the tabulated vote count, NSAQ is not authorized to proceed with the SDI Preferred Stock Purchase and the Share Exchange (romanettes (i) through (viii), collectively, the “NSAQ Stockholder Approval”). Such proxy materials shall be in the form of a proxy statement to be used for the purposes of soliciting proxies from holders of NSAQ Common Stock for the matters to be acted upon at the Special Meeting (the “Charter Amendments Proposals”), (iv) the adoption of the Parent Plan and (v) approval of any other proposals reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (together with the Merger Proposal, Director Proposal, Charter Amendments Proposals and Plan Proposal, the “Stockholder Matters”) at a meeting of Parent Stockholders to be called and held for such purpose (the “Special MeetingProxy Statement”). Without the prior written consent of the Company, the Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent Stockholders at the Special Meeting. The Parent Plan shall provide that a number of shares of Parent Common Stock in an amount to be mutually agreed by the parties hereto shall be reserved for issuance pursuant to the Parent Plan. The Company SDI shall furnish to Parent NSAQ on a timely basis all information concerning the Company SDI (or any of its Subsidiaries) as is necessary NSAQ may reasonably request in connection with the preparation of the Proxy Statement/Prospectus. Parent SDI and its counsel shall be given an opportunity to review, comment on and approve (such approval not to be unreasonably withheld, conditioned or delayed) the Proxy Statement (including any amendments thereto) prior to its filing with the SEC. NSAQ, with the assistance of SDI, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable efforts to cause the Proxy Statement to be approved for issuance by the SEC as promptly as practicable. NSAQ shall also take any and all commercially reasonable actions required to satisfy the requirements of the Securities Act and the Exchange Act. (b) As soon as reasonably practicable following the approval of the Proxy Statement/Prospectus by the SEC (the “SEC Approval Date”) (and in any eventSEC, within seven Business Days after the SEC Approval Date), Parent NSAQ shall (i) distribute the Proxy Statement/Prospectus Statement to the Parent Stockholdersholders of NSAQ Common Stock and, (ii) havingpursuant thereto, prior to the SEC Approval Date, established the record date therefor, duly call, give notice of, convene and hold shall call the Special Meeting in accordance with the DGCL Delaware General Corporation Law (the “DGCL”) and, subject to the other provisions of this Agreement, on a date no later than thirty (30) days following the SEC Approval Date, and (iii) subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger SDI Preferred Stock Purchase and the Share Exchange and the other matters presented to the Parent Stockholders stockholders of NSAQ for approval or adoption at the Special Meeting, including, without limitation, the Stockholder Matters. Notwithstanding the foregoing provisions of this matters described in Section 5.1(b5.1(a), if on a date for which the Special Meeting is scheduled, Parent reasonably determines that the Merger cannot be consummated for any reason, Parent shall have the right to make one or more successive postponements or adjournments of the Special Meeting, provided that (1) Parent continues to satisfy its obligations under Section 5.1(d) below and (2) the Special Meeting (x) is not postponed or adjourned to a date that is more than forty-five (45) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law) and (y) is held no later than three (3) Business Days prior to October 30, 2019. (c) Parent NSAQ shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement/Prospectus, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent NSAQ shall ensure that the Proxy Statement/Prospectus Statement does not, as of the date on which it is first distributed to Parent Stockholdersholders of NSAQ Common Stock, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent NSAQ shall not be responsible for the accuracy or completeness of any information relating to the Company SDI or Stockholder any other information furnished by the Company SDI or Stockholder for inclusion in the Proxy Statement/Prospectus). SDI represents and warrants that the information relating to SDI supplied in writing by SDI and Stockholder for inclusion in the Proxy Statement will not as of the date on which the Proxy Statement (or any amendment or supplement thereto) is first distributed to holders of NSAQ Common Stock or at the time of the Special Meeting contain any statement that, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (d) ParentNSAQ, acting through its board of directors, shall include in the Proxy Statement/Prospectus Statement the recommendation of its board of directors that the Parent Stockholders holders of NSAQ Common Stock vote in favor of the adoption of this Agreement and the approval of the Merger SDI Preferred Stock Purchase and the other matters referred to in Section 5.1(a)Share Exchange, and shall otherwise use commercially reasonable best efforts to obtain approval of the matters referred to in Section 5.1(a)NSAQ Stockholder Approval.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Parent Delcorp from the Company of all financial and other information relating to the Company as is necessary Delcorp may reasonably request for its preparation, Parent Delcorp shall prepare with the assistance of the Company, and after the Company has given its consent to the form of the prospectus/proxy statement to be included therein, which such consent shall not be unreasonably withheld, file with the SEC under the Securities Act and the Exchange Act, and with all other applicable regulatory bodies, a registration statement on Form S-4 with respect to the Proxy shares of Delcorp Common Stock to the issued in the Merger (the “Registration Statement/Prospectus to be used ”), which shall include proxy materials for the purpose of soliciting proxies from holders of Parent Delcorp Common Stock to vote, at a meeting of holders of Delcorp Common Stock to be called and held for such purpose (the “Parent StockholdersSpecial Meeting”) to vote ), in favor of (i) the adoption of this Agreement and the approval of the Merger (the “Merger ProposalDelcorp Stockholder Approval”), (ii) amending and restating Delcorp’s certificate of incorporation, effective upon the election to the board of directors of Parent of the individuals identified on Schedule 5.1(a) for the class of director set forth opposite the name of such individual (the “Director Proposal”); (iii) the approval of certain changes to Parent’s Charter DocumentsClosing, to be effective from and after substantially in the Closingform of Exhibit B hereto, including providing for, among other things, (A) the change of the name of Parent Delcorp to a name to be mutually agreed by the parties hereto, “Primoris Corporation;” (B) an increase in the number of authorized shares of Parent Delcorp Common Stock to 200,000,000 and amendments to Article Sixth so that 60,000,000; (C) the existence of Parent shall Delcorp to be perpetual perpetual; (D) and to remove all SPAC-related provisions that will no longer be applicable to Parent following the Closing removal of the preamble and sections A through D, inclusive, thereof and the redesignation of section E of Article Seventh as Article Seventh (the “Charter Amendments ProposalsAmendment”), ; (iviii) the adoption of the Parent an Incentive Compensation Plan and (v) approval of any other proposals reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (together with the Merger Proposal, Director Proposal, Charter Amendments Proposals and Plan Proposal, the “Stockholder Matters”) at a meeting of Parent Stockholders to be called and held for such purpose (the “Special MeetingDelcorp Plan”). Without the prior written consent of the Company; and (iv) an adjournment proposal, the Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose if necessary, to be acted on by the Parent Stockholders at adjourn the Special MeetingMeeting if, based on the tabulated vote count, Delcorp is not authorized to proceed with the Merger. The Parent Delcorp Plan shall provide that a number an aggregate of no less than 1,520,000 shares of Parent Delcorp Common Stock in an amount to be mutually agreed by the parties hereto shall be reserved for issuance pursuant to the Parent Delcorp Plan. Such proxy materials shall be in the form of a prospectus/proxy statement to be used for the purpose of soliciting proxies from holders of Delcorp Common Stock for the matters to be acted upon at the Special Meeting and also for the purpose of issuing Delcorp Common Stock to holders of Company Common Stock in connection with the Merger (the “Proxy Statement/Prospectus”). The Company shall furnish to Parent Delcorp all information concerning the Company as is necessary Delcorp may reasonably request in connection with the preparation of the Proxy Registration Statement/Prospectus. Parent The Company and its counsel shall be given an opportunity to review and comment on the preliminary Registration Statement prior to its filing with the SEC. Delcorp, with the assistance of the Company, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as practicable. Delcorp shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Delcorp shall use its reasonable best efforts to cause the shares of Delcorp Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Company Common Stock reside and in which such registration or qualification is required and to take any other such actions that may be necessary to enable the Delcorp Common Stock to be issued pursuant to the Merger in each such jurisdiction. (b) As soon as practicable following the approval declaration of effectiveness of the Proxy Statement/Prospectus Registration Statement by the SEC (the “SEC Approval Date”) (and in any eventSEC, within seven Business Days after the SEC Approval Date), Parent Delcorp shall (i) distribute the Proxy Statement/Prospectus to the Parent Stockholdersholders of Delcorp Common Stock and, (ii) havingpursuant thereto, prior to the SEC Approval Date, established the record date therefor, duly call, give notice of, convene and hold shall call the Special Meeting in accordance with the DGCL and, subject to the other provisions of this Agreement, on for a date no later than thirty (30) days following the approval of the Proxy Statement by the SEC Approval Datein accordance with the DGCL and, and (iii) subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters presented to the Parent Stockholders stockholders of Delcorp for approval or adoption at the Special Meeting, including, without limitation, the Stockholder Mattersmatters described in Section 5.1(a). Notwithstanding Delcorp shall also distribute the foregoing provisions Proxy Statement/Prospectus to the holders of this Section 5.1(b)Company Common Stock and shall include therewith a notice, if on a date for which prepared by the Special Meeting is scheduledCompany, Parent reasonably determines that the Merger cannot be consummated for any reason, Parent shall have the right advising such holders of their appraisal rights pursuant to make one or more successive postponements or adjournments of the Special Meeting, provided that (1) Parent continues to satisfy its obligations under Section 5.1(d) below and (2) the Special Meeting (x) is not postponed or adjourned to a date that is more than forty-five (45) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Applicable Nevada Law) and (y) is held no later than three (3) Business Days prior to October 30, 2019. (c) Parent Delcorp shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent Delcorp shall ensure that the Proxy Statement/Prospectus does not, as of the date on which it the Registration Statement is first distributed to Parent Stockholdersdeclared effective, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent Delcorp shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Proxy Statement/Prospectus). The Company represents and warrants that the information relating to the Company supplied by the Company for inclusion in the Proxy Statement/Prospectus will not as of the date on which the Registration Statement (or any amendment or supplement thereto) is declared effective or at the time of the Special Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. The Company shall not be responsible for the accuracy or completeness of any information relating to Delcorp or any other information furnished by Delcorp for inclusion in the Proxy Statement/Prospectus. (d) ParentDelcorp, acting through its board of directors, shall include in the Proxy Statement/Prospectus the recommendation of its board of directors that the Parent Stockholders holders of Delcorp Common Stock vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters referred to in Section 5.1(a)Merger, and shall otherwise use commercially reasonable best efforts to obtain approval of the matters referred to in Section 5.1(a)Delcorp Stockholder Approval.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Parent from the Company execution of all financial and other information relating to the Company as is necessary for its preparationthis Agreement, Parent shall prepare and file with the SEC under the Securities Exchange Act of 1934 (hereinafter referred to as the “Exchange Act”), and with all other applicable regulatory bodies, the Proxy Statement/Prospectus to be used proxy materials for the purpose of soliciting proxies from (A) holders of Parent Common Stock to vote, at a meeting of the holders of Parent Common Stock to be called for such purpose (the “Parent StockholdersStockholder Special Meeting”) to vote ), in favor of of, among other things, (i) the adoption of this Agreement and the approval of the Merger Company Common Stock Purchase including without limitation approval of the issuance of the Asiana Shares and the repurchase of the Sponsor Shares (as hereinafter defined) at USD 0.0 per share and the “Merger Proposal”)cancellation of such shares on a date not later than the Closing Date, (ii) the election to the board of directors of Parent of the individuals identified on Schedule 5.1(a) for the class of director set forth opposite the name of such individual (the “Director Proposal”); (iii) the approval of certain changes to Parent’s Charter Documents, to be effective from and after the Closing, including the change of the name of Parent to a name selected by the Company, (iii) the election of directors of Parent, whose election shall be effective as of the Closing Date subject to be mutually terms and conditions set forth herein, (vi) other changes to Parent’s certificate of incorporation agreed by the parties hereto, an increase in including (1) changing corporate existence to perpetual; (2) incorporating the number classification of authorized shares directors that would result from the election of Parent Common Stock to 200,000,000 and amendments to Article Sixth so that the existence of Parent shall be perpetual and to remove all SPAC-related directors; (3) removing provisions that will no longer be applicable to Parent following after the Closing Company Common Stock Purchase; and (the “Charter Amendments Proposals”)4) making certain other changes in terms, (iv) the adoption of the Parent Plan gender and number that are substantively immaterial; and (v) approval of any other proposals reasonably agreed by an adjournment proposal to adjourn the Stockholder Special Meeting if, based on the tabulated vote count, Parent and is not authorized to proceed with the Company Common Stock Purchase and (B) holders of warrants to be necessary or appropriate in connection with the transactions contemplated hereby (together with the Merger Proposal, Director Proposal, Charter Amendments Proposals and Plan Proposal, the “Stockholder Matterspurchase Parent Common Stock(“Parent Warrants”) to vote, at a meeting of the holders of Parent Stockholders Warrants to be called and held for such purpose (the “Warrantholder Special Meeting” and together with the Stockholder Special Meeting, collectively the “Special Meeting”). Without , in favor of, among other things, (i) to amend the prior written consent terms of the Warrant Agreement dated December 6, 2007, by and between Parent and Continental Stock Transfer & Trust Company, as warrant agent (the Stockholder Matters “Warrant Agreement”), covering the Parent Warrants to allow redemption of the Parent Warrants(the “Warrant Redemption”) as promptly as practicable after the Closing Date, and (ii) an adjournment proposal to adjourn the Warrantholder Special Meeting if, based on the tabulated vote count, Parent is not authorized to proceed with the Warrant Redemption. Such proxy materials shall be in the only matters (other than procedural matters) which Parent shall propose form of a proxy statement to be acted on by used for the Parent Stockholders at the Special Meeting. The Parent Plan shall provide that a number purposes of shares soliciting proxies from holders of Parent Common Stock in an amount and Parent Warrants for the matters to be mutually agreed by acted upon at the parties hereto shall be reserved for issuance pursuant to Special Meeting (the Parent Plan“Proxy Statement”). The Company shall furnish to Parent on a timely basis all information concerning the Company (or any of its Subsidiaries) as is necessary Parent may reasonably request in connection with the preparation of the Proxy Statement/Prospectus. Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable efforts to cause the Proxy Statement to be approved for issuance by the SEC as promptly as practicable. Parent shall also take any and all commercially reasonable actions required to satisfy the requirements of the Securities Act and the Exchange Act. The Parent hereby agrees to repurchase 2,203,298 outstanding shares of Parent Common Stock owned by the management of the Parent (“Sponsor Shares”) at the price of USD 0.0 per share and to cancel such shares on a date not later than the Closing Date. (“Parent Share Redemption”) The Parent hereby represents and warrants that the Parent shall effectuate the foregoing in a legally permitted way and shall indemnify the Company and Asiana for any damages incurred or to be incurred as a result of failure to effectuate the Parent’s obligations stated herein whether by reason of illegality or any other reasons whatsoever. (b) As soon as reasonably practicable following the approval of the Proxy Statement/Prospectus by the SEC (the “SEC Approval Date”) (and in any event, within seven Business Days after the SEC Approval Date)SEC, Parent shall (i) distribute the Proxy Statement/Prospectus Statement to the holders of Parent StockholdersCommon Stock and Parent Warrants and, (ii) havingpursuant thereto, prior to the SEC Approval Date, established the record date therefor, duly call, give notice of, convene and hold shall call the Special Meeting in accordance with the DGCL Delaware General Corporation Law (the “DGCL”) and, subject to the other provisions of this Agreement, on a date no later than thirty (30) days following the SEC Approval Date, and (iii) subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger Company Common Stock Purchase and the other matters presented to the stockholders of Parent Stockholders for approval or adoption at the Special Meeting, including, without limitation, the Stockholder Matters. Notwithstanding the foregoing provisions of this matters described in Section 5.1(b5.1(a), if on a date for which the Special Meeting is scheduled, Parent reasonably determines that the Merger cannot be consummated for any reason, Parent shall have the right to make one or more successive postponements or adjournments of the Special Meeting, provided that (1) Parent continues to satisfy its obligations under Section 5.1(d) below and (2) the Special Meeting (x) is not postponed or adjourned to a date that is more than forty-five (45) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law) and (y) is held no later than three (3) Business Days prior to October 30, 2019. (c) Parent shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement/Prospectus, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent shall ensure that the Proxy Statement/Prospectus Statement does not, as of the date on which it is first distributed to holders of Parent StockholdersCommon Stock, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or the Stockholder any other information furnished by the Company or the Stockholder for inclusion in the Proxy Statement/Prospectus). (d) Parent, acting through its board of directors, shall include . The Company represents and warrants that the information relating to the Company supplied in writing by the Company and the Stockholder for inclusion in the Proxy Statement/Prospectus the recommendation of its board of directors that the Parent Stockholders vote in favor Statement will not as of the adoption date on which the Proxy Statement (or any amendment or supplement thereto) is first distributed to holders of this Agreement Parent Common Stock and Parent Warrants or at the approval time of the Merger Special Meeting contain any statement which, at such time and the other matters referred to in Section 5.1(a), and shall otherwise use commercially reasonable best efforts to obtain approval light of the matters referred circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in Section 5.1(a)order to make the statements therein not false or misleading.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as is necessary Parent may reasonably request for its preparation, Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, the Proxy Statement/Prospectus to be used proxy materials for the purpose of soliciting proxies from holders of Parent Common Stock (the “Parent Stockholders”) to vote in favor of (i) the adoption of this Agreement and the approval of the Merger (the “Merger ProposalParent Stockholder Approval”), (ii) the election to the board of directors of Parent of the individuals identified on Schedule 5.1(a) for the class of director set forth opposite the name of such individual (the “Director Proposal”); (iii) the approval of certain changes to Parent’s Charter Documents, to be effective from and after the Closing, including the change of the name of Parent to a name to be mutually agreed selected by the parties heretoCompany (the “Name Change Amendment”), (iii) an increase in the number of authorized shares of Parent Common Stock to 200,000,000 and amendments to Article Sixth so that the existence of Parent shall be perpetual and to remove all SPAC-related provisions that will no longer be applicable to Parent following the Closing 75,000,000 (the “Charter Amendments ProposalsCapitalization Amendment”), (iv) an amendment to remove the adoption preamble and sections A through D, inclusive of Article Sixth from Parent’s Certificate of Incorporation from and after the Parent Plan Closing and to redesignate section E of Article Sixth as Article Sixth, and (v) approval the adoption of any other proposals reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby an Incentive Stock Option Plan (together with the Merger Proposal, Director Proposal, Charter Amendments Proposals and Plan Proposal, the “Stockholder MattersParent Plan”) at a meeting of holders of Parent Stockholders Common Stock to be called and held for such purpose (the “Special Meeting”). Without the prior written consent of the Company, the Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent Stockholders at the Special Meeting. The Parent Plan shall provide that a number an aggregate of 2,850,000 shares of Parent Common Stock in an amount (or such higher number of shares as shall be agreed to be mutually agreed by Parent and the parties hereto Company) shall be reserved for issuance pursuant to the Parent Plan. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Parent Common Stock and also for the purpose of issuing the Parent Common Stock to holders of Company Capital Stock in connection with the Merger (the “Proxy Statement”). The Company shall furnish to Parent all information concerning the Company as is necessary Parent may reasonably request in connection with the preparation of the Proxy Statement/Prospectus. The Company and its counsel shall be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use reasonable best efforts to cause the Proxy Statement to be declared effective by the SEC as promptly as practicable. Parent shall also take any and all such actions required to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Company Capital Stock and Notes reside and to take any other such actions that may be necessary to enable the Parent Common Stock to be issued pursuant to the Merger in each such jurisdiction. (b) As soon as practicable following the approval of the Proxy Statement/Prospectus approved by the SEC (the “SEC Approval Date”) (and in any event, within seven Business Days after the SEC Approval Date)SEC, Parent shall (i) distribute the Proxy Statement/Prospectus Statement to the holders of Parent StockholdersCommon Stock and, (ii) havingpursuant thereto, prior to the SEC Approval Date, established the record date therefor, duly call, give notice of, convene and hold shall call the Special Meeting in accordance with the DGCL Delaware General Corporation Law (“DGCL”) and, subject to the other provisions of this Agreement, on a date no later than thirty (30) days following the SEC Approval Date, and (iii) subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters presented to the Parent Stockholders for approval or adoption at the Special Meeting, including, without limitation, the Stockholder Matters. Notwithstanding the foregoing provisions of this Section 5.1(b), if on a date for which the Special Meeting is scheduled, Parent reasonably determines that the Merger cannot be consummated for any reason, Parent shall have also distribute the right Proxy Statement to make one or more successive postponements or adjournments the holders of Company Capital Stock for informational purposes and shall include therewith a notice, prepared by the Special MeetingCompany, provided that (1) Parent continues advising such holders of their dissenters’ rights pursuant to satisfy its obligations under Section 5.1(d) below and (2) the Special Meeting (x) is not postponed or adjourned to a date that is more than forty-five (45) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law) and (y) is held no later than three (3) Business Days prior to October 30, 2019CGCL. (c) Parent shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement/Prospectus, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent shall ensure that the Proxy Statement/Prospectus Statement does not, as of the date on which it the Proxy Statement is first distributed to Parent Stockholdersstockholders of Parent, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Proxy Statement/Prospectus). The Company represents and warrants that the information relating to the Company supplied by the Company for inclusion in the Proxy Statement will not as of the date on which the Proxy Statement is declared effective (or any amendment or supplement thereto) or at the time of the Special Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (d) Parent, acting through its board of directors, shall include in the Proxy Statement/Prospectus Statement the recommendation of its board of directors that the holders of Parent Stockholders Common Stock vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters referred to in Section 5.1(a)Merger, and shall otherwise use commercially reasonable best efforts to obtain approval of the matters referred to in Section 5.1(a)Parent Stockholder Approval.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as is necessary Parent may reasonably request for its preparation, Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, the Proxy Statement/Prospectus to be used proxy materials for the purpose of soliciting proxies from holders of Parent Common Stock (the “Parent Stockholders”) to vote in favor of (i) the adoption of this Agreement and the approval of the Merger (the “Merger Proposal”"Parent Stockholder Approval"), (ii) the election to the board of directors of Parent of the individuals identified on Schedule 5.1(a) for the class of director set forth opposite the name of such individual (the “Director Proposal”); (iii) the approval of certain changes to Parent’s Charter Documents, to be effective from and after the Closing, including the change of the name of Parent to a name to be selected mutually agreed by Parent and the parties heretoCompany (the "Name Change Amendment"), (iii) an increase in the number of authorized shares of Parent Common Stock to 200,000,000 and amendments to Article Sixth so that the existence of Parent shall be perpetual and to remove all SPAC-related provisions that will no longer be applicable to Parent following the Closing 60,000,000 (the “Charter Amendments Proposals”"Capitalization Amendment"), (iv) an amendment to remove the adoption preamble and sections A through D, inclusive of Article Sixth from Parent's Certificate of Incorporation from and after the Parent Plan Closing and to redesignate section E of Article Sixth as Article Sixth, and (v) approval the adoption of any other proposals reasonably agreed by an Equity Incentive Plan (the "Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (together with the Merger Proposal, Director Proposal, Charter Amendments Proposals and Plan Proposal, the “Stockholder Matters”Plan") at a meeting of holders of Parent Stockholders Common Stock to be called and held for such purpose (the “"Special Meeting”"). Without the prior written consent of the Company, the Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent Stockholders at the Special Meeting. The Parent Plan shall provide that a an aggregate of 2,750,000 shares of Parent Common Stock shall be authorized and reserved for issuance pursuant to the Parent Plan and shall also provide that, at any time, the cumulative number of shares of Parent Common Stock subject to awards granted and outstanding thereunder shall not exceed 10% of the number of shares of Parent Common Stock then outstanding. Such proxy materials shall be in an amount the form of a proxy statement to be mutually agreed by used for the parties hereto shall purpose of soliciting proxies from holders of Parent Common Stock for the matters to be reserved for issuance pursuant to acted upon at the Parent PlanSpecial Meeting (the "Proxy Statement"). The Company shall furnish to Parent all information concerning the Company as is necessary Parent may reasonably request in connection with the preparation of the Proxy Statement/Prospectus. The Company and its counsel shall be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use reasonable best efforts to cause the Proxy Statement to be approved for distribution by the SEC as promptly as practicable. Parent shall also take any and all such actions required to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Company Common Stock reside and to take any other such actions that may be necessary to enable the Parent Common Stock to be issued pursuant to the Merger in each such jurisdiction. (b) As soon as practicable following the approval for distribution of the Proxy Statement/Prospectus Statement by the SEC (the “SEC Approval Date”) (and in any event, within seven Business Days after the SEC Approval Date)SEC, Parent shall (i) distribute the Proxy Statement/Prospectus Statement to the holders of Parent StockholdersCommon Stock and, (ii) havingpursuant thereto, prior to the SEC Approval Date, established the record date therefor, duly call, give notice of, convene and hold shall call the Special Meeting in accordance with the DGCL and, subject to the other provisions of this Agreement, on a date no later than thirty (30) days following the SEC Approval Date, and (iii) subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters presented to the Parent Stockholders for approval or adoption at the Special Meeting, including, without limitation, the Stockholder Matters. Notwithstanding the foregoing provisions of this matters described in Section 5.1(b5.1(a), if on a date for which the Special Meeting is scheduled, Parent reasonably determines that the Merger cannot be consummated for any reason, Parent shall have the right to make one or more successive postponements or adjournments of the Special Meeting, provided that (1) Parent continues to satisfy its obligations under Section 5.1(d) below and (2) the Special Meeting (x) is not postponed or adjourned to a date that is more than forty-five (45) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law) and (y) is held no later than three (3) Business Days prior to October 30, 2019. (c) Parent shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement/Prospectus, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent shall ensure that the Proxy Statement/Prospectus Statement does not, as of the date on which it is first distributed to the holders of Parent StockholdersCommon Stock, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Proxy Statement/Prospectus). The Company represents and warrants that the information relating to the Company supplied by the Company for inclusion in the Proxy Statement will not as of the date on which the Proxy Statement (or any amendment or supplement thereto) is first distributed to the holders of Parent Common Stock or at the time of the Special Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (d) Parent, acting through its board of directors, shall include in the Proxy Statement/Prospectus Statement the recommendation of its board of directors that the holders of Parent Stockholders Common Stock vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters referred to in Section 5.1(a)Merger, and shall otherwise use commercially reasonable best efforts to obtain approval of the matters referred to in Section 5.1(a)Parent Stockholder Approval.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Parent the Buyer from the Company and the Acquired Companies of all financial and other information relating to the Company and the Acquired Companies as is necessary the Buyer may reasonably request for its preparation, Parent the Buyer shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, the a proxy statement (“Proxy Statement/Prospectus ”) to be used for the purpose of soliciting proxies from holders of Parent Buyer Common Stock (the “Parent Stockholders”) to vote in favor of (i) the adoption of this Agreement and the approval of the Merger (the “Merger Proposal”)Contemplated Transactions, (ii) the election to of eight members of the Buyer’s board of directors directors, two of Parent whom will be nominated by the Buyer and six of whom will be nominated by the individuals identified on Schedule 5.1(a) for the class of director set forth opposite the name of such individual (the “Director Proposal”); Company, and (iii) the approval of certain changes to Parent’s Charter Documents, to be effective from and after the Closing, including the change adoption of the name Certificate of Parent to a name to be mutually agreed by Second Amendment of the parties heretoAmended and Restated Certificate of Incorporation, an increase the Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Buyer, in the number of authorized shares of Parent Common Stock to 200,000,000 forms attached hereto as Exhibit A, Exhibit B and amendments to Article Sixth so that Exhibit C, respectively, or in such other form as may be agreed between the existence of Parent shall be perpetual Buyer and to remove all SPAC-related provisions that will no longer be applicable to Parent following the Closing Company (the matters set forth in clauses (i) through (iii) being referred to herein as the “Charter Amendments ProposalsBuyer Stockholder Matters”), (iv) the adoption of an omnibus equity incentive plan to be provided by the Parent Plan Company after the date hereof and approved by the Buyer (which approval will not be unreasonably withheld, conditioned or delayed) (the “New Plan”), (v) approval adjournment of the Special Meeting (as defined below), if necessary to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any other of the foregoing proposals reasonably agreed by Parent and in clauses (i) through (iv) or any proposals included in the Company Proxy Statement pursuant to clause (vi) or, subject to the Company’s consent not to be necessary unreasonably withheld, conditioned, or appropriate in connection with delayed, to continue to attempt to satisfy all Closing conditions, and (vi) such other matters as mutually agreed upon by the transactions contemplated hereby (together with the Merger ProposalParties, Director Proposal, Charter Amendments Proposals and Plan Proposal, the “Stockholder Matters”) at a meeting of Parent Stockholders holders of Buyer Common Stock to be called and held for such purpose (the “Special Meeting”). Without the prior written consent of the Company, the Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent Stockholders at the Special Meeting. The Parent New Plan shall provide that a an aggregate number of shares of Parent Buyer Common Stock in an amount equal to be mutually agreed by 5 percent (5%) of the parties hereto shares of Buyer Common Stock outstanding upon consummation of the Closing shall be reserved for issuance pursuant to the Parent New Plan. The Company and the Acquired Companies shall furnish to Parent the Buyer all information concerning the Company and the Acquired Companies as is necessary the Buyer may reasonably request in connection with the preparation of the Proxy Statement/Prospectus. Parent The Company and its counsel shall be given a reasonable opportunity to review, comment on and approve in writing the preliminary Proxy Statement prior to its filing with the SEC and any other amendments, supplements or documents filed with the SEC and the Buyer shall not file any documents with the SEC without the prior written consent of the Company and Midco, such consent not to be unreasonably withheld, conditioned or delayed. The Buyer shall consider the comments of the Company in good faith. The Buyer, with the assistance and written approval of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable efforts to cause the Proxy Statement to be approved by the SEC as promptly as practicable. The Buyer shall also take any and all actions required to satisfy the requirements of the Securities Act Exchange Act. Each of the Buyer, the Company and the Acquired Companies shall make themselves available as reasonably requested to by the other party for meetings with existing or prospective investors in order to obtain approval of the Buyer Stockholder Matters. The Buyer will advise the Company, promptly after it receives notice thereof, of: (A) the time when the Proxy Statement has been filed; (B) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Proxy Statement; (E) any request by the SEC for amendment of the Proxy Statement; (F) any comments from the SEC relating to the Proxy Statement and responses thereto; (G) any communication with the Staff of the SEC and (H) requests by the SEC for additional information. (b) As soon as practicable following the approval lapse of the Proxy Statement/Prospectus applicable waiting period with respect thereto under applicable Legal Requirements or receipt of oral or written notification of the completion of the review by the SEC (SEC, the “SEC Approval Date”) (and in any event, within seven Business Days after the SEC Approval Date), Parent Buyer shall (i) distribute the Proxy Statement/Prospectus Statement to the Parent Stockholdersholders of Buyer Common Stock and, (ii) havingpursuant thereto, prior to the SEC Approval Date, established the record date therefor, duly call, give notice of, convene and hold shall call the Special Meeting for the earliest Business Day that is permissible in accordance with the DGCL (or such later date as agreed to in writing by the Parties) and, subject to the other provisions of this Agreement, on a date no later than thirty (30) days following the SEC Approval Date, and (iii) subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger Contemplated Transactions and the other matters presented to the Parent Stockholders for approval or adoption at the Special Meeting, including, without limitation, the Stockholder Matters. Notwithstanding the foregoing provisions of this matters described in Section 5.1(b7.1(a), if on a date for which the Special Meeting is scheduled, Parent reasonably determines that the Merger cannot be consummated for any reason, Parent shall have the right to make one or more successive postponements or adjournments of the Special Meeting, provided that (1) Parent continues to satisfy its obligations under Section 5.1(d) below and (2) the Special Meeting (x) is not postponed or adjourned to a date that is more than forty-five (45) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law) and (y) is held no later than three (3) Business Days prior to October 30, 2019. (c) Parent The Buyer shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement/Prospectus, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent the Buyer shall ensure that the Proxy Statement/Prospectus Statement does not, as of the date on which it is first distributed to Parent Stockholdersholders of Buyer Common Stock, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent the Buyer shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information the Acquired Companies furnished by the Company or an Acquired Company specifically for inclusion in the Proxy Statement/Prospectus). If, at any time prior to the Closing, the Company discovers any information, event or circumstance relating to the Acquired Companies, their Business or any of their Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Company shall promptly inform the Buyer of such information, event or circumstance and the Buyer shall promptly file an amendment or supplement to the Proxy Statement containing such information (after providing the Company with a reasonable opportunity to comment and obtaining the prior written consent of the Company). (d) ParentThe Buyer, acting through its board of directors, shall include in the Proxy Statement/Prospectus Statement the recommendation of its board of directors that the Parent Stockholders holders of Buyer Common Stock vote in favor of the adoption of this Agreement, the approval of the Contemplated Transactions and each of the items set for in (i) through (vi) of Section 7.1(a), and shall otherwise use reasonable best efforts to obtain the approval of the Buyer Stockholder Matters. Neither the Buyer’s board of directors nor any committee or agent or representative thereof shall withdraw (or modify in a manner adverse to the Company or the Acquired Companies), or propose to withdraw (or modify in a manner adverse to the Company or the Acquired Companies), the Buyer’s board of director’s recommendation that the holders of Buyer Common Stock vote in favor of the adoption of this Agreement and the approval of the Merger Contemplated Transactions. (e) The Parties shall take all necessary action so that the persons listed on Schedule 2.6 are elected and appointed to the positions of officers and directors of the Buyer and the other matters referred Acquired Companies as indicated, including appointments to committees of the board of directors of the Buyer as set forth therein, to serve in such positions effective upon the Closing. If any Person listed on Schedule 2.6 is unable to serve, the Party appointing such Person shall designate a successor. (f) Notwithstanding the foregoing provisions of this Section 5.1(a)7.1, Buyer shall have the right to postpone or adjourn the Special Meeting to, and shall otherwise use commercially reasonable best efforts to obtain only to, (i) solicit additional proxies for the purpose of obtaining requisite approval of the matters referred Buyer Stockholder Matters or, subject to the Company’s consent, not to be unreasonably withheld, conditioned, or delayed, to continue to attempt to satisfy all Closing conditions, (ii) for the absence of a quorum or (iii) to allow for reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Buyer has determined in Section 5.1(a)good faith after consultation with outside legal counsel is required under applicable Legal Requirements and for such supplemental or amended disclosure to be disseminated and reviewed by holders of Buyer Common Stock prior to the Special Meeting; provided, that the Special Meeting (x) may not be postponed or adjourned to a date that is more than 15 days after the date for which the Special Meeting was originally scheduled (excluding any adjournments required by applicable Legal Requirements) and (y) is held no later than three (3) Business Days prior to March 31, 2020.