Common use of Purchaser Shareholder Approval Clause in Contracts

Purchaser Shareholder Approval. (a) The Seller Parties acknowledge that, in order to issue shares of Purchaser Common Stock pursuant to Section 2.5 hereof, Purchaser will be required by applicable Law and regulations (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the NASDAQ stock market ) to first obtain the approval of its shareholders (the “Purchaser Shareholder Approval”) with respect to (i) an amendment to the Purchaser’s articles of incorporation and (ii) certain other matters in connection with the issuance of such shares and other matters in connection with the Financing Agreement, as required by the rules and regulations of the NASDAQ stock market. After the date of this Agreement, Purchaser shall prepare and cause to be filed with the SEC a proxy statement (the “Proxy Statement”) in connection with a meeting of Purchaser’s shareholders for the purpose of seeking the Purchaser Shareholder Approval (the “Purchaser Shareholders Meeting”). Purchaser shall use all reasonable efforts (i) to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC, (ii) to respond promptly to any comments of the SEC on the Proxy Statement, and (iii) to cause the Proxy Statement to be mailed to Purchaser’s shareholders. The Seller Parties shall use all reasonable efforts to provide, or assist Purchaser in the preparation of, all information about the Seller Parties and the transactions contemplated hereby that is required by applicable Law and regulations (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the NASDAQ stock market ) to be included in the Proxy Statement. (b) The Purchaser’s board of directors (the “Board”) has determined to recommend that the Purchaser’s shareholders approve of all matters necessary to give the Purchaser Shareholder Approval, and to include a statement to that effect in the Proxy Statement and in any additional soliciting materials relating to the Purchaser Shareholders Meeting (the “Purchaser Board Recommendation”). The Purchaser will, and will use its best efforts to, within one-hundred twenty (120) days after the date hereof (and in any event no later than the date of the next annual meeting of shareholders of the Purchaser), in accordance with its articles of incorporation and bylaws, and with applicable law (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the Nasdaq), duly call, give notice of, and convene and hold the Purchaser Shareholders Meeting, regardless of whether the Purchaser Board Recommendation is later withdrawn or modified in a manner adverse to the Purchasers. Except to the extent the Board determines on advice of counsel to be restricted from doing so by its fiduciary duties to the shareholders of the Purchaser under applicable law, (i) the Board will include the Purchaser Board Recommendation in the Proxy Statement and in any additional soliciting materials relating to the Purchaser Shareholders Meeting, and (ii) the Purchaser Board Recommendation shall not be withdrawn or modified in a manner adverse to the Purchasers, and no resolution by the Board or any committee thereof to withdraw or modify the Purchaser Board Recommendation in a manner adverse to the Purchasers shall be adopted. The Purchaser will use its best efforts to solicit and obtain the Shareholder Approval.

Purchaser Shareholder Approval. The Purchaser shall (a) The Seller Parties acknowledge thatas promptly as practicable after the Proxy Statement/Registration Statement is declared effective under the Securities Act, in order to issue shares of Purchaser Common Stock pursuant to Section 2.5 hereof, Purchaser will be required by applicable Law and regulations (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the NASDAQ stock market ) to first obtain the approval of its shareholders (the “Purchaser Shareholder Approval”) with respect to (i) an amendment to the Purchaser’s articles of incorporation and (ii) certain other matters in connection with the issuance of such shares and other matters in connection with the Financing Agreement, as required by the rules and regulations of the NASDAQ stock market. After the date of this Agreement, Purchaser shall prepare and cause to be filed with the SEC a proxy statement (the “Proxy Statement”) in connection with a meeting of Purchaser’s shareholders for the purpose of seeking the Purchaser Shareholder Approval (the “Purchaser Shareholders Meeting”). Purchaser shall use all reasonable efforts (i) to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC, (ii) to respond promptly to any comments of the SEC on the Proxy Statement, and (iii) to cause the Proxy Statement to be mailed disseminated to Purchaser Shareholders in compliance with applicable Law, (ii) solely with respect to the following clause (1), duly (1) give notice of and (2) convene and hold an extraordinary general meeting of Purchaser Shareholders (the “Purchaser Shareholders’ Meeting”) in accordance with the Purchaser’s shareholdersOrganizational Documents and applicable Law, for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of Purchaser Ordinary Shares to vote in favor of each of the Transaction Proposals, and (b) provide its public shareholders with the opportunity to elect to effect a Redemption. The Seller Parties shall use all reasonable efforts Purchaser shall, through its board of directors, recommend to provide, or assist the Purchaser Shareholders the (A) adoption and approval of this Agreement in the preparation of, all information about the Seller Parties and the transactions contemplated hereby that is required by accordance with applicable Law and regulations exchange rules and regulations, (including B) approval of the Minnesota Business Corporation Act Domestication, (C) adoption of the Purchaser Charter upon Domestication and the rules and regulations Purchaser Bylaws upon Domestication, including any separate or unbundled advisory proposals as are required to implement the foregoing, (D) approval of the issuance of shares of Domesticated Purchaser Common Stock as required by Nasdaq Listing Rule 5635, (E) approval of the adoption by the Purchaser of the Equity Incentive Plan, (F) appointment of the director nominees in accordance with Section 6.18 of this Agreement, (G) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (H) adoption and approval of any other proposals as reasonably agreed by the Purchaser and the NASDAQ stock market Company to be necessary or appropriate in connection with the Transactions, and (I) adjournment of the Purchaser Shareholders’ Meeting to a later date or dates, if necessary or convenient, (x) to permit further solicitation and vote of proxies in the event that there are insufficient votes for any of the foregoing, (y) if the Purchaser determines that one or more of the conditions to Closing is not or will not be included satisfied or waived or (z) to facilitate the Domestication, the Merger or any other Transaction (such proposals in (A) through (H), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. (b) . The Purchaser’s board of directors (the “Board”) has determined to recommend that the Purchaser’s shareholders approve of all matters necessary to give the Purchaser Shareholder Approvalshall not, and to include a statement to that effect in the Proxy Statement and in any additional soliciting materials relating except as required by applicable Law, withdraw, amend, qualify or modify its recommendation to the Purchaser Shareholders Meeting that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the Purchaser Shareholders described in the Recitals hereto, a “Purchaser Board Modification in Recommendation”). The Purchaser willTo the fullest extent permitted by applicable Law, and will use its best efforts to, within one-hundred twenty (120x) days after the date hereof (and in any event no later than the date of the next annual meeting of shareholders of the Purchaser), in accordance with its articles of incorporation and bylaws, and with applicable law (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the Nasdaq)’s obligations to establish a record date for, duly call, give notice of, and convene and hold the Purchaser Shareholders Meeting, regardless of whether the Purchaser Board Recommendation is later withdrawn or modified Shareholders’ Meeting shall not be affected by any Modification in a manner adverse to the Purchasers. Except to the extent the Board determines on advice of counsel to be restricted from doing so by its fiduciary duties to the shareholders of the Purchaser under applicable lawRecommendation, (i) the Board will include the Purchaser Board Recommendation in the Proxy Statement and in any additional soliciting materials relating to the Purchaser Shareholders Meeting, and (iiy) the Purchaser Board Recommendation agrees to establish a record date for, duly call, give notice of, convene and hold the Purchaser Shareholders’ Meeting and submit for approval the Transaction Proposals and (z) the Purchaser agrees that if the Purchaser Shareholder Approval shall not be withdrawn or modified in a manner adverse have been obtained at any such Purchaser Shareholders’ Meeting, then the Purchaser shall promptly continue to take all such necessary actions, including the Purchasersactions required by this Section 6.13(b), and no resolution by the Board or any committee thereof hold additional Purchaser Shareholders’ Meetings in order to withdraw or modify obtain the Purchaser Board Recommendation in Shareholder Approval provided, that, without the consent of the Company, the Purchaser Shareholders’ Meeting may not be adjourned to a manner adverse to date that is more than fifteen (15) days after the Purchasers shall be adopted. The date for which the Purchaser will use its best efforts to solicit and obtain the Shareholder ApprovalShareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law).

Purchaser Shareholder Approval. (a) The Seller Parties acknowledge that, in order to issue shares of Purchaser Common Stock pursuant to Section 2.5 hereof, Purchaser will be required by applicable Law shall call and regulations (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the NASDAQ stock market ) to first obtain the approval hold a meeting of its shareholders (the “Purchaser Shareholder ApprovalMeeting”) as soon as reasonably practicable after the Proxy Effectiveness, for the purpose of obtaining: (a) the Requisite Purchaser Vote required in connection with respect this Agreement and the Transaction; and (b) if so desired and mutually agreed between the Purchaser and the Investor Sellers, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the Transaction. The Purchaser Meeting may be held virtually, subject to Law and the Purchaser Organisational Documents. The Purchaser agrees: (i) an amendment to provide the Investor Sellers with reasonably detailed periodic updates concerning proxy solicitation results on a timely basis; and (ii) to give written notice to the Investor Sellers one day prior to, and on the date of, the Purchaser Meeting, indicating whether, as of such date, sufficient proxies representing the Requisite Purchaser Vote have been obtained. Unless there has been a Purchaser Change of Recommendation in accordance with this Schedule 5, the Purchaser shall use its reasonable best endeavours to obtain from the Purchaser’s Shareholders, as applicable, the Requisite Purchaser Vote, including by communicating to the Purchaser’s articles of incorporation Shareholders the Purchaser Board’s recommendation (and (ii) certain other matters including such recommendation in connection with the issuance of such shares and other matters in connection with the Financing Agreement, as required by the rules and regulations of the NASDAQ stock market. After the date of this Agreement, Purchaser shall prepare and cause to be filed with the SEC a proxy statement (the “Proxy Statement”) in connection with a meeting of that the Purchaser’s shareholders for the purpose of seeking Shareholders approve the Purchaser Shareholder Approval (the “Purchaser Shareholders Meeting”). Purchaser shall use all reasonable efforts (i) to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC, (ii) to respond promptly to any comments of the SEC on the Proxy Statement, and (iii) to cause the Proxy Statement to be mailed to Purchaser’s shareholders. The Seller Parties shall use all reasonable efforts to provide, or assist Purchaser in the preparation of, all information about the Seller Parties and the transactions contemplated hereby that is required by applicable Law and regulations (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the NASDAQ stock market ) to be included in the Proxy Statement. (b) The Purchaser’s board of directors (the “Board”) has determined to recommend that the Purchaser’s shareholders approve of all matters necessary to give the Purchaser Shareholder Approval, and to include a statement to that effect in the Proxy Statement and in any additional soliciting materials relating to the Purchaser Shareholders Meeting (the “Purchaser Board Recommendation”). The Purchaser will, and will use its best efforts to, within one-hundred twenty (120) days after Without the date hereof (and in any event no later than the date prior written consent of the next annual meeting of shareholders Investor Sellers or as required by Law, the Purchaser Shareholder Approval shall be the only matter that the Purchaser shall propose to be acted on by the Purchaser’s Shareholders at the Purchaser Meeting and, prior to receipt of the Requisite Purchaser Vote, the Purchaser shall not submit any other proposal to the Purchaser’s Shareholders in connection with the Purchaser Meeting (including any proposal inconsistent with the approval of the Purchaser Shareholder Approval or the completion of the Transaction). If the Purchaser Board makes a Purchaser Change of Recommendation, it will not alter the obligation of the Purchaser to submit the approval of the Purchaser Shareholder Approval at the Purchaser Meeting to consider and vote upon, unless this Agreement shall have been terminated in accordance with its articles of incorporation and bylaws, and with applicable law (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the Nasdaq), duly call, give notice of, and convene and hold the Purchaser Shareholders Meeting, regardless of whether the Purchaser Board Recommendation is later withdrawn or modified in a manner adverse to the Purchasers. Except to the extent the Board determines on advice of counsel to be restricted from doing so by its fiduciary duties to the shareholders of the Purchaser under applicable law, (i) the Board will include the Purchaser Board Recommendation in the Proxy Statement and in any additional soliciting materials relating terms prior to the Purchaser Shareholders Meeting, and (ii) the Purchaser Board Recommendation shall not be withdrawn or modified in a manner adverse to the Purchasers, and no resolution by the Board or any committee thereof to withdraw or modify the Purchaser Board Recommendation in a manner adverse to the Purchasers shall be adopted. The Purchaser will use its best efforts to solicit and obtain the Shareholder Approval.

Purchaser Shareholder Approval. As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Purchaser shall (a) The Seller Parties acknowledge that, in order duly give notice of and (b) use reasonable best efforts to issue shares of Purchaser Common Stock pursuant to Section 2.5 hereof, Purchaser will be required by applicable Law duly convene and regulations (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the NASDAQ stock market ) to first obtain the approval hold an extraordinary general meeting of its shareholders (the “Purchaser Shareholder Approval”) with respect to (i) an amendment to the Purchaser’s articles of incorporation and (ii) certain other matters in connection with the issuance of such shares and other matters in connection with the Financing Agreement, as required by the rules and regulations of the NASDAQ stock market. After the date of this Agreement, Purchaser shall prepare and cause to be filed with the SEC a proxy statement (the “Proxy StatementShareholders Meeting”) in connection accordance with a meeting the Governing Documents of Purchaser’s shareholders , for the purpose purposes of seeking obtaining the Purchaser Shareholder Approval (and, if applicable, any approvals related thereto and providing its shareholders with the “opportunity to elect to effect an Purchaser Shareholders Meeting”)Shareholder Redemption. Purchaser shall use all reasonable efforts (i) to cause the Proxy Statement to comply with the rules and regulations promulgated by the SECshall, (ii) to respond promptly to any comments through approval of the SEC on the Proxy Statement, and (iii) to cause the Proxy Statement to be mailed to Purchaser’s shareholders. The Seller Parties shall use all reasonable efforts to provide, or assist Purchaser in the preparation of, all information about the Seller Parties and the transactions contemplated hereby that is required by applicable Law and regulations (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the NASDAQ stock market ) to be included in the Proxy Statement. (b) The Purchaser’s its board of directors (the “Board”) has determined directors, recommend to recommend that the Purchaser’s its shareholders approve of all matters necessary to give the Purchaser Shareholder Approval, and to include a statement to that effect in the Proxy Statement and in any additional soliciting materials relating to the Purchaser Shareholders Meeting (the “Purchaser Board Recommendation”). The Purchaser will, (i) the adoption and will use its best efforts to, within one-hundred twenty (120) days after approval of this Agreement and the date hereof (and in any event no later than the date of the next annual meeting of shareholders of the Purchaser), in accordance with its articles of incorporation and bylaws, and with applicable law transactions contemplated hereby (including the Minnesota Business Corporation Act Domestication and the rules and regulations Merger) (the “Business Combination Proposal”); (ii) the approval of the SEC Domestication (the “Domestication Proposal”); (iii) the adoption and approval of the issuance of the Purchaser Class A Common Shares in connection with the transactions contemplated by this Agreement as required by NYSE listing requirements (under the new name contemplated by the Governing Document Proposals and corresponding new trading symbol) (the “NYSE Proposal”); (iv) the adoption and approval of the Purchaser Certificate of Incorporation (the “Charter Proposal”) and the Nasdaqadoption and approval of the amendments to the Governing Documents of Purchaser contemplated by the Purchaser Certificate of Incorporation and the Purchaser Bylaws, including without limitation the change of Purchaser’s name to “Btab Ecommerce Holdings, Inc.” upon the Closing (the “Governing Document Proposals”), duly call, give notice of, ; (v) the adoption and convene approval of the Purchaser Equity Incentive Plan (the “Equity Incentive Plan Proposal”); (vi) the election of directors to the Purchaser Board as contemplated by Section 5.16; (vii) the adoption and hold approval of each other proposal that either the SEC or NYSE (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (viii) the adoption and approval of each other proposal reasonably agreed to by Purchaser and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (ix) the adoption and approval of a proposal for the adjournment of the Purchaser Shareholders Meeting, regardless if necessary, to permit further solicitation of whether proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in clauses (i) through (ix) together, the “Transaction Proposals”); provided, that Purchaser may postpone or adjourn the Purchaser Shareholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Purchaser Shareholder Approval, (B) for the absence of a quorum, or (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Purchaser has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Pre-Closing Purchaser Holders prior to the Purchaser Shareholders Meeting; provided that, without the consent of the Company, in no event shall Purchaser adjourn the Purchaser Shareholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond the Termination Date. The Purchaser recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, including if the failure to change, qualify, withdraw or otherwise modify the Purchaser Board’s recommendation (a “Change in Recommendation”) would be inconsistent with the directors’ fiduciary duties under applicable Law, in which case, the Purchaser Board Recommendation is later withdrawn may make such a Change in Recommendation, Purchaser covenants that none of the Purchaser Board or modified Purchaser nor any committee of the Purchaser Board shall change, qualify, withdraw or modify, or propose publicly or by formal action of the Purchaser Board, any committee of the Purchaser Board or Purchaser to change, qualify, withdraw or modify, in a manner adverse to the Purchasers. Except to the extent the Board determines on advice of counsel to be restricted from doing so by its fiduciary duties to the shareholders of the Purchaser under applicable lawCompany, (i) the Board will include the Purchaser Board Recommendation in the Proxy Statement and in or any additional soliciting materials relating to the Purchaser Shareholders Meeting, and (ii) other recommendation by the Purchaser Board Recommendation shall not be withdrawn or modified Purchaser of the proposals set forth in a manner adverse to the Purchasers, and no resolution by the Board or any committee thereof to withdraw or modify the Purchaser Board Recommendation in a manner adverse to the Purchasers shall be adopted. The Purchaser will use its best efforts to solicit and obtain the Shareholder ApprovalRegistration Statement / Proxy Statement.

Purchaser Shareholder Approval. (i) The Purchaser shall (a) The Seller Parties acknowledge thatas promptly as practicable after the Registration Statement is declared effective under the Securities Act, in order to issue shares of Purchaser Common Stock pursuant to Section 2.5 hereof, Purchaser will be required by applicable Law and regulations (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the NASDAQ stock market ) to first obtain the approval of its shareholders (the “Purchaser Shareholder Approval”) with respect to (i) an amendment to the Purchaser’s articles of incorporation and (ii) certain other matters in connection with the issuance of such shares and other matters in connection with the Financing Agreement, as required by the rules and regulations of the NASDAQ stock market. After the date of this Agreement, Purchaser shall prepare and cause to be filed with the SEC a proxy statement (the “Proxy Statement”) in connection with a meeting of Purchaser’s shareholders for the purpose of seeking the Purchaser Shareholder Approval (the “Purchaser Shareholders Meeting”). Purchaser shall use all reasonable efforts (i) to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC, (ii) to respond promptly to any comments of the SEC on the Proxy Statement, and (iii) to cause the Proxy Statement to be mailed disseminated to Purchaser Shareholders in compliance with applicable Law, (ii) solely with respect to the following clause (1), duly (1) give notice of and (2) convene and hold an extraordinary general meeting of Purchaser Shareholders (the “Purchaser Shareholders’ Meeting”) in accordance with the Purchaser’s shareholdersOrganizational Documents and applicable Law, for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of Purchaser Ordinary Shares to vote in favor of each of the Transaction Proposals, and (b) provide its shareholders with the opportunity to elect to effect a Redemption. The Seller Parties shall use all reasonable efforts Purchaser shall, through its board of directors, recommend to provide, or assist the Purchaser Shareholders (A) the adoption and approval of this Agreement in the preparation of, all information about the Seller Parties and the transactions contemplated hereby that is required by accordance with applicable Law and regulations exchange rules and regulations, (including B) approval of the Minnesota Business Corporation Act Domestication, (C) adoption of the Purchaser Charter upon Domestication and the rules and regulations Purchaser Bylaws upon Domestication, including any separate or unbundled advisory proposals as are required to implement the foregoing, (D) approval of the issuance of shares of Domesticated Purchaser Common Stock as required by Nasdaq Listing Rule 5635, (E) approval of the adoption by the Purchaser of the Equity Incentive Plan, (F) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (G) adoption and approval of any other proposals as reasonably agreed by the Purchaser and the NASDAQ stock market ) Company to be included necessary or appropriate in connection with the Transactions, and (H) adjournment of the Purchaser Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, any of the foregoing (such proposals in (A) through (H), together, the “Transaction Proposals”), or if the Purchaser determines that one or more of the conditions to Closing is not satisfied or waived, and include such recommendation in the Proxy Statement. (b) . The Purchaser’s board of directors (of Purchaser shall not, except as required by applicable Law, withdraw, amend, qualify or modify its recommendation to the “Board”) has determined to recommend that the Purchaser’s shareholders approve of all matters necessary to give the Purchaser Shareholder Approvalthat they vote in favor of the Transaction Proposals (together with any withdrawal, and amendment, qualification or modification of its recommendation to include a statement to that effect the shareholders of Purchaser described in the Proxy Statement and Recitals hereto, a “Modification in any additional soliciting materials relating to the Purchaser Shareholders Meeting (the “Purchaser Board Recommendation”). The Purchaser willTo the fullest extent permitted by applicable Law, and will use its best efforts to, within one-hundred twenty (120x) days after the date hereof (and in any event no later than the date of the next annual meeting of shareholders of the Purchaser), in accordance with its articles of incorporation and bylaws, and with applicable law (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the Nasdaq)’s obligations to establish a record date for, duly call, give notice of, and convene and hold the Purchaser Shareholders Shareholders’ Meeting shall not be affected by any Modification in Recommendation, (y) the Purchaser agrees to establish a record date for, duly call, give notice of, convene and hold the Purchaser Shareholders’ Meeting and submit for approval the Transaction Proposals and (z) the Purchaser agrees that if the Purchaser Shareholder Approval shall not have been obtained at any such Purchaser Shareholders’ Meeting, regardless of whether then the Purchaser Board Recommendation is later withdrawn or modified shall promptly continue to take all such necessary actions, including the actions required by this Section 6.13(b), and hold additional Purchaser Shareholders’ Meetings in a manner adverse order to the Purchasers. Except to the extent the Board determines on advice of counsel to be restricted from doing so by its fiduciary duties to the shareholders of obtain the Purchaser under applicable law, Shareholder Approval. The Purchaser may only adjourn the Purchaser Shareholders’ Meeting (i) to solicit additional proxies for the Board will include purpose of obtaining the Purchaser Board Recommendation Shareholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Purchaser has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Proxy Statement and in any additional soliciting materials relating Purchaser Shareholders prior to the Purchaser Shareholders Shareholders’ Meeting; provided, and (ii) that, without the consent of the Company, the Purchaser Board Recommendation shall Shareholders’ Meeting may not be withdrawn or modified in adjourned to a manner adverse to date that is more than fifteen (15) days after the Purchasers, and no resolution by the Board or any committee thereof to withdraw or modify date for which the Purchaser Board Recommendation in a manner adverse to the Purchasers shall be adoptedShareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law). The Purchaser will use its best efforts agrees that it shall provide the holders of shares of Purchaser Class A Ordinary Shares the opportunity to solicit and obtain elect redemption of such shares of Purchaser Class A Ordinary Shares in connection with the Shareholder ApprovalPurchaser Shareholders’ Meeting, as required by the Purchaser’s Organizational Documents (the “Redemption”).

Purchaser Shareholder Approval. As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Purchaser shall (a) The Seller Parties acknowledge that, in order duly give notice of and (b) use reasonable best efforts to issue shares of Purchaser Common Stock pursuant to Section 2.5 hereof, Purchaser will be required by applicable Law duly convene and regulations (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the NASDAQ stock market ) to first obtain the approval hold an extraordinary general meeting of its shareholders (the “Purchaser Shareholder Approval”) with respect to (i) an amendment to the Purchaser’s articles of incorporation and (ii) certain other matters in connection with the issuance of such shares and other matters in connection with the Financing Agreement, as required by the rules and regulations of the NASDAQ stock market. After the date of this Agreement, Purchaser shall prepare and cause to be filed with the SEC a proxy statement (the “Proxy StatementShareholders Meeting”) in connection accordance with a meeting the Governing Documents of Purchaser’s shareholders , for the purpose purposes of seeking obtaining the Purchaser Shareholder Approval (and, if applicable, any approvals related thereto and providing its shareholders with the “opportunity to elect to effect an Purchaser Shareholders Meeting”)Shareholder Redemption. Purchaser shall use all reasonable efforts (i) to cause the Proxy Statement to comply with the rules and regulations promulgated by the SECshall, (ii) to respond promptly to any comments through approval of the SEC on the Proxy Statement, and (iii) to cause the Proxy Statement to be mailed to Purchaser’s shareholders. The Seller Parties shall use all reasonable efforts to provide, or assist Purchaser in the preparation of, all information about the Seller Parties and the transactions contemplated hereby that is required by applicable Law and regulations (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the NASDAQ stock market ) to be included in the Proxy Statement. (b) The Purchaser’s its board of directors (the “Board”) has determined directors, recommend to recommend that the Purchaser’s its shareholders approve of all matters necessary to give the Purchaser Shareholder Approval, and to include a statement to that effect in the Proxy Statement and in any additional soliciting materials relating to the Purchaser Shareholders Meeting (the “Purchaser Board Recommendation”). The Purchaser will, (i) the adoption and will use its best efforts to, within one-hundred twenty (120) days after approval of this Agreement and the date hereof (and in any event no later than the date of the next annual meeting of shareholders of the Purchaser), in accordance with its articles of incorporation and bylaws, and with applicable law transactions contemplated hereby (including the Minnesota Business Corporation Act Domestication and the rules and regulations Mergers) (the “Business Combination Proposal”); (ii) the approval of the SEC Domestication (the “Domestication Proposal”); (iii) the adoption and approval of the issuance of the Pubco Class A Common Shares in connection with the transactions contemplated by this Agreement as required by NYSE listing requirements (under the new name contemplated by the Governing Document Proposals and corresponding new trading symbol) (the “NYSE Proposal”); (iv) the adoption and approval of the Amended Pubco Certificate of Incorporation (the “Charter Proposal”) and the Nasdaqadoption and approval of the amendments to the Governing Documents of Pubco contemplated by the Amended Pubco Certificate of Incorporation and the Pubco Bylaws, including without limitation the change of Pubco’s name to “Btab Ecommerce Holdings, Inc.” upon the Closing (the “Governing Document Proposals”); (v) the adoption and approval of the Pubco Equity Incentive Plan (the “Equity Incentive Plan Proposal”); (vi) the election of directors to the Pubco Board as contemplated by Section 5.16; (vii) the adoption and approval of each other proposal that either the SEC or NYSE (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (viii) the adoption and approval of each other proposal reasonably agreed to by Purchaser, duly call, give notice of, Pubco and convene the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and hold (ix) the adoption and approval of a proposal for the adjournment of the Purchaser Shareholders Meeting, regardless if necessary, to permit further solicitation of whether proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in clauses (i) through (ix) together, the “Transaction Proposals”); provided, that Purchaser may postpone or adjourn the Purchaser Shareholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Purchaser Shareholder Approval, (B) for the absence of a quorum, or (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Purchaser has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Pre-Closing Purchaser Holders prior to the Purchaser Shareholders Meeting; provided that, without the consent of the Company, in no event shall Purchaser adjourn the Purchaser Shareholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond the Termination Date. The Purchaser recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, including if the failure to change, qualify, withdraw or otherwise modify the Purchaser Board’s recommendation (a “Change in Recommendation”) would be inconsistent with the directors’ fiduciary duties under applicable Law, in which case, the Purchaser Board Recommendation is later withdrawn may make such a Change in Recommendation, Purchaser covenants that none of the Purchaser Board or modified Purchaser nor any committee of the Purchaser Board shall change, qualify, withdraw or modify, or propose publicly or by formal action of the Purchaser Board, any committee of the Purchaser Board or Purchaser to change, qualify, withdraw or modify, in a manner adverse to the Purchasers. Except to the extent the Board determines on advice of counsel to be restricted from doing so by its fiduciary duties to the shareholders of the Purchaser under applicable lawCompany, (i) the Board will include the Purchaser Board Recommendation in the Proxy Statement and in or any additional soliciting materials relating to the Purchaser Shareholders Meeting, and (ii) other recommendation by the Purchaser Board Recommendation shall not be withdrawn or modified Purchaser of the proposals set forth in a manner adverse to the Purchasers, and no resolution by the Board or any committee thereof to withdraw or modify the Purchaser Board Recommendation in a manner adverse to the Purchasers shall be adopted. The Purchaser will use its best efforts to solicit and obtain the Shareholder ApprovalRegistration Statement / Proxy Statement.