Common use of SPAC Stockholder Approval Clause in Contracts

SPAC Stockholder Approval. SPAC shall, as promptly as reasonably practicable, (i) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, establish the record date for, duly call, give notice of, convene and hold the SPAC stockholders meeting in accordance with the Governing Documents of SPAC and the DGCL (the “SPAC Stockholders Meeting”), (ii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, cause the proxy statement contained therein to be disseminated to the SPAC Stockholders and (iii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, solicit proxies from the SPAC Stockholders to vote in accordance with the SPAC Board Recommendation, and, if applicable, any approvals related thereto, and providing the SPAC Stockholders with the Offer. SPAC shall, through approval of its board of directors, recommend to its shareholders (the “SPAC Board Recommendation”): (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Merger and the issuance of the Merger Consideration hereunder) (the “Business Combination Proposal”); (ii) 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; (iii) the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactions; and (iv) the adoption and approval of a proposal for the adjournment of the SPAC Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (iv) together, the “Transaction Proposals”); provided, that SPAC may adjourn the SPAC Stockholders Meeting (and SPAC shall adjourn the meeting in increments of not more than ten (10) Business Days but in no event more than thirty (30) Business Days in the aggregate if an adjournment is reasonably requested by the Company in writing (in each case, such later date requested by the Company, the “Requested Date”)) (A) to solicit additional proxies for the purpose of obtaining the SPAC Stockholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that SPAC 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 SPAC Stockholders prior to the SPAC Stockholders Meeting or (D) if the holders of SPAC Shares have elected to redeem a number of SPAC Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided further that, without the consent of the Company, in no event shall SPAC adjourn the SPAC Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Termination Date. The SPAC Board Recommendation shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, SPAC covenants that none of the SPAC Board or SPAC nor any committee of the SPAC Board shall change, withdraw, withhold or modify, or propose publicly or by formal action of the SPAC Board, any committee of the SPAC Board or SPAC to change, withdraw, withhold or modify the SPAC Board Recommendation or any other recommendation by the SPAC Board or SPAC of the proposals set forth in the Registration Statement / Proxy Statement (a “SPAC Change in Recommendation”).

SPAC Stockholder Approval. SPAC shall, as As promptly as reasonably practicable, (i) after practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, establish the record date for, SPAC shall (x) duly call, give notice of, of and (y) use reasonable best efforts to duly convene and hold a meeting of its shareholders (the “SPAC stockholders meeting Stockholders Meeting”) in accordance with the Governing Documents of SPAC and SPAC, for the DGCL (the “SPAC Stockholders Meeting”), (ii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, cause the proxy statement contained therein to be disseminated to purposes of obtaining the SPAC Stockholders and (iii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, solicit proxies from the SPAC Stockholders to vote in accordance with the SPAC Board Recommendation, Stockholder Approval and, if applicable, any approvals related thereto, thereto and providing its shareholders with the opportunity to elect to effect a SPAC Stockholder Redemption. SPAC shall (a) through the SPAC Stockholders with the Offer. SPAC shall, through approval of its board of directorsBoard, recommend to its shareholders (the “SPAC Board Recommendation”): shareholders, (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Merger and the issuance of the Merger Consideration hereunder) (the “Business Combination Proposal”)Transactions; (ii) the adoption and approval of each other proposal that either the staff of 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; (iii) the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactions; and (iv) the adoption and approval of a proposal for the adjournment of the SPAC Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in clauses (i) through (iv) togethercollectively, the “Transaction Proposals”); provided, that and (b) include such recommendation contemplated by clause (i) in the Registration Statement / Proxy Statement. Notwithstanding the foregoing or anything to the contrary herein, SPAC may adjourn the SPAC Stockholders Meeting (and SPAC shall adjourn the meeting in increments of not more than ten (10) Business Days but in no event more than thirty (30) Business Days in the aggregate if an adjournment is reasonably requested by the Company in writing (in each case, such later date requested by the Company, the “Requested Date”)) (A) to solicit additional proxies for the purpose of obtaining the SPAC Stockholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that SPAC 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 SPAC Stockholders prior to the SPAC Stockholders Meeting Meeting, or (D) if for any other purpose determined in good faith by the holders SPAC Board to be appropriate and desirable in furtherance of SPAC Shares have elected to redeem a number the consummation of SPAC Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfiedTransactions; provided further that, without the consent of the CompanyCompany (such consent not to be unreasonably withheld, conditioned or delayed), in no event shall SPAC adjourn the SPAC Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four more than ninety (490) Business Days days after the date for which the SPAC Stockholders Meeting was originally scheduled or less than three (3) days prior to the Termination Date. The SPAC Board Recommendation shall be included in the Registration Statement / Proxy StatementDate (excluding any adjournments required by applicable Law). Except as otherwise required by applicable Law, SPAC covenants that none of the SPAC Board or SPAC nor any committee of the SPAC Board shall change, withdraw, withhold not withdraw or modify, or propose publicly or by formal action in a manner adverse to the Company, its recommendation to the shareholders of SPAC that they vote in favor of the SPAC Board, any committee of the SPAC Board or SPAC to change, withdraw, withhold or modify the SPAC Board Recommendation or any other recommendation by the SPAC Board or SPAC of the proposals set forth in the Registration Statement / Proxy Statement (a “SPAC Change in Recommendation”)Transaction Proposals.

SPAC Stockholder Approval. SPAC shall, as (a) As promptly as reasonably practicable, (i) after practicable following the time at which the Registration Statement / Statement/Proxy Statement is declared effective under the Securities Act, SPAC shall (a) establish the record date for, duly call, give notice of, and (b) in any case within thirty (30) days of such effectiveness, duly convene and hold a meeting of its stockholders (the “SPAC stockholders meeting Stockholders Meeting”) in accordance with the Governing Documents of SPAC and SPAC, for the DGCL (the “SPAC Stockholders Meeting”), (ii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, cause the proxy statement contained therein to be disseminated to purposes of obtaining the SPAC Stockholders and (iii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, solicit proxies from the SPAC Stockholders to vote in accordance with the SPAC Board Recommendation, Stockholder Approval and, if applicable, any approvals related thereto, and providing the SPAC Stockholders its stockholders with the Offeropportunity to elect to effect a SPAC Stockholder Redemption. Except as required by applicable Law, SPAC shall, through the unanimous approval of its board of directors, recommend to its shareholders stockholders (the “SPAC Board Recommendation”): (i) the adoption and approval of this Agreement and each Ancillary Document to which SPAC is a party and the transactions contemplated hereby and thereby (including the Merger Merger), (ii) the adoption and approval of the issuance of Class A Common Stock in connection with the Merger Consideration hereundertransactions contemplated by this Agreement, as required by Nasdaq listing requirements, (iii) the adoption and approval of the Required Governing Document Proposals, (iv) the “Business Combination Proposal”); adoption of the New Equity Incentive Plan and the New ESPP, (iiv) the election of directors to be nominated in accordance with Section 5.16, (vi) the adoption and approval of each other proposal that either the SEC or NYSE Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Statement/Proxy Statement or in correspondence related thereto; , (iiivii) the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactions; transactions contemplated by this Agreement or the Ancillary Documents, and (ivviii) the adoption and approval of a proposal for the adjournment of the SPAC Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in clauses (i) through (ivviii) together, the “Required Transaction Proposals”); provided, provided that SPAC may postpone or adjourn the SPAC Stockholders Meeting (and SPAC shall adjourn the meeting in increments of not more than ten (10) Business Days but in no event more than thirty (30) Business Days in the aggregate if an adjournment is reasonably requested by the Company in writing (in each case, such later date requested by the Company, the “Requested Date”)) (A) to solicit additional proxies for the purpose of obtaining the SPAC Stockholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that SPAC 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 SPAC Stockholders prior to the SPAC Stockholders Meeting Meeting, or (D) if the holders of SPAC Shares Class A Common Stock have elected to redeem a number of SPAC Shares shares of Class A Common Stock as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided further that, without the consent of the Company, (i) SPAC may only adjourn the SPAC Stockholders Meeting two (2) times, and (ii) in no event shall SPAC adjourn the SPAC Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Termination Date. The Except as required by applicable Law, the recommendation of the SPAC Board Recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Statement/Proxy Statement. Except as otherwise required by applicable Law. (b) Notwithstanding the foregoing, SPAC covenants that none of the SPAC Board or SPAC nor any committee of the SPAC Board shall change, withdraw, withhold or modify, or propose publicly or by formal action of if the SPAC Board, any committee of the SPAC Board or SPAC after consultation with its legal counsel, determines in good faith that failure to change, withdraw, withhold withdraw or modify the SPAC Board Recommendation or any other recommendation by would be a breach of the SPAC Board’s fiduciary duties to its stockholders under applicable Law, then the SPAC Board may withdraw or modify the SPAC of the proposals set forth in the Registration Statement / Proxy Statement Board Recommendation (any such action, a “SPAC Change in Recommendation”)) as long as SPAC, to the extent reasonably practicable and permissible under applicable Law, provides the Company with at least forty-eight (48) hours’ advance written notice of such withdrawal or modification; provided that any such Change in Recommendation shall not affect SPAC’s obligations under this Section 5.8 to call and give notice of, use reasonable best efforts to convene and hold, the SPAC Stockholders Meeting and submit for the approval of the stockholders of SPAC the Required Transaction Proposals.

SPAC Stockholder Approval. SPAC shallshall use its commercially reasonable efforts to, as promptly as reasonably practicable, (i) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, establish the record date for, duly call, give notice of, convene and hold the meeting of the SPAC stockholders meeting Stockholders (the “SPAC Stockholders Meeting”) in accordance with the Governing Documents of SPAC and the DGCL (the “SPAC Stockholders Meeting”)DGCL, (ii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, cause the proxy statement Proxy Statement contained therein to be disseminated to the SPAC Stockholders and (iii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, solicit proxies from the SPAC Stockholders to vote in accordance with the SPAC Board Recommendation, and, if applicable, any approvals related thereto, and providing the SPAC Stockholders with the Offer. SPAC shall, through approval of its board of directorsthe SPAC Board, recommend to its shareholders (the “SPAC Board Recommendation”): ), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Merger and the issuance of the Merger Per Share Consideration hereunder) (the “Business Combination Proposal”); (ii) the adoption and approval of each other proposal that either the SEC or NYSE Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (iii) the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactions; and (iv) the adoption and approval of a proposal for the adjournment of the SPAC Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (iv) together, the “Transaction Proposals”); provided, that SPAC may adjourn the SPAC Stockholders Meeting (and SPAC shall adjourn the meeting in increments of not more than ten (10) Business Days but in no event more than thirty (30) Business Days in the aggregate if an adjournment is reasonably requested by the Company in writing (in each case, such later date requested by the Company, the “Requested Date”)) (A) to solicit additional proxies for the purpose of obtaining the SPAC Stockholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that SPAC 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 SPAC Stockholders prior to the SPAC Stockholders Meeting Meeting, or (D) if the holders of SPAC Shares have elected to redeem a number of SPAC Shares as of such time that would reasonably be expected to result in the condition conditions set forth in Section 6.3(c6.3(d) not being satisfied; provided further that, without the consent of the Company, in no event shall SPAC adjourn the SPAC Stockholders Meeting (x) more than one time following the initial date of the SPAC Stockholders Meeting as set forth in Registration Statement / Proxy Statement mailed to the SPAC Stockholders or (y) for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Termination Date. The SPAC Board Recommendation shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, SPAC covenants that none of the SPAC Board or SPAC nor any committee of the SPAC Board shall change, withdraw, withhold or modify, or propose publicly or by formal action of the SPAC Board, any committee of the SPAC Board or SPAC to change, withdraw, withhold or modify the SPAC Board Recommendation or any other recommendation by the SPAC Board or SPAC of the proposals set forth in the Registration Statement / Proxy Statement (a “SPAC Change in Recommendation”).

SPAC Stockholder Approval. SPAC shall, in accordance with applicable Law and the rules of the NYSE or Nasdaq, as promptly as reasonably practicableapplicable, (i) as promptly as practicable after the Registration Statement / Proxy Statement is declared effective under the Securities Act, establish (A) cause the record date for, duly call, give notice of, convene and hold the SPAC stockholders meeting in accordance with the Governing Documents of SPAC and the DGCL (the “SPAC Stockholders Meeting”), (ii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, cause the proxy statement contained therein to be disseminated to the SPAC Stockholders and the holders of the SPAC Public Warrants, in each case, in compliance with applicable Law and the rules of the NYSE or Nasdaq, as applicable, (iiiB) after duly (1) give notice of and (2) convene and hold a special meeting of the SPAC Stockholders (the “SPAC Special Stockholder Meeting”) and a meeting of the holders of SPAC Public Warrants (the “SPAC Public Warrantholder Meeting”), in each case, in accordance with the SPAC Governing Documents and the rules of the NYSE or Nasdaq, as applicable, for a date no later than thirty (30) Business Days following the date the Registration Statement / Proxy Statement is declared effective under the Securities Act, Act and (C) solicit proxies from the holders of SPAC Stockholders Common Stock to vote in accordance with favor of each of the Transaction Proposals and the holders of the SPAC Board Recommendation, and, if applicable, any approvals related theretoPublic Warrants to vote in favor of the SPAC Public Warrant Amendment Proposal, and providing (ii) provide the SPAC Stockholders with the Offeropportunity to elect to effect a SPAC Share Redemption. SPAC shall, through approval of its board of directorsthe SPAC Board (or a committee thereof), (A) recommend to its shareholders the SPAC Stockholders the (the “SPAC Board Recommendation”): (i1) the adoption and approval of this Agreement and the transactions contemplated hereby (Transactions, including the Merger Merger, in accordance with applicable Law and the issuance of the Merger Consideration hereunderexchange rules and regulations, (2) (the “Business Combination Proposal”); (ii) the adoption and approval of each any other proposal that either proposals as the SEC or NYSE (or the respective staff members member thereof) indicates is may indicate are necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; , (iii3) the adoption and approval of each any other proposal proposals as reasonably agreed to by SPAC and the Company as Target Companies to be necessary or appropriate in connection with the consummation of the Transactions; Transactions and (iv4) the adoption and approval of a proposal for the adjournment of the SPAC Stockholders Special Stockholder Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (iA)(1) through (iv) A)(4), together, the “Transaction Proposals”) and (B) recommend to the holders of the SPAC Public Warrants (1) the adoption and approval of an amendment to the SPAC Public Warrant Agreement to provide that, effective immediately prior to the Merger Effective Time, each SPAC Public Warrant will only be convertible or exchangeable into (or otherwise only represent a right to receive) $0.50 per SPAC Public Warrant, and each holder of SPAC Public Warrants shall receive a cash payment of $0.50 for each SPAC Public Warrant held by such holder payable promptly following the Closing (the “SPAC Public Warrant Amendment”), and after giving effect to the SPAC ​ ​ Public Warrant Amendment, the SPAC Public Warrants will no longer be convertible into or exercisable for any shares of New PubCo or shares of SPAC, and (2) any other matters necessary or advisable to effect the SPAC Public Warrant Amendment (such proposals in (B)(1) and (B)(2), together, the “SPAC Public Warrant Amendment Proposal”), and include such recommendations in the Proxy Statement. SPAC Board shall not withdraw, amend, qualify or modify its recommendation to the SPAC Stockholders that they vote in favor of the Transaction Proposals or to the holders of the SPAC Public Warrants that they vote in favor of the SPAC Public Warrant Amendment Proposal (together with any withdrawal, amendment, qualification or modification of its recommendation to the SPAC Stockholders described in the Recitals hereto, a “Modification in Recommendation”); provided, however, that nothing in this Agreement shall prevent the SPAC Board from approving the termination of this Agreement in accordance with its terms or otherwise exercising any other remedies hereunder. SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the SPAC Special Stockholder Meeting and the SPAC Public Warrantholder Meeting and submit for approval the Transaction Proposals and the SPAC Public Warrant Amendment Proposal and that if the SPAC Stockholder Approval shall not have been obtained at any such SPAC Special Stockholder Meeting, then SPAC shall promptly continue to take all such necessary actions, including the actions required by this Section 10.2(b), and, subject to the following sentence, hold additional SPAC Special Stockholder Meetings until the SPAC Stockholder Approval has been obtained. SPAC may only adjourn the SPAC Stockholders Special Stockholder Meeting (and SPAC shall adjourn the meeting in increments of not more than ten (10) Business Days but in no event more than thirty (30) Business Days in the aggregate if an adjournment is reasonably requested by the Company in writing (in each case, such later date requested by the Company, the “Requested Date”)) (Ai) to solicit additional proxies for the purpose of obtaining the SPAC Stockholder Approval, (Bii) for the absence of a quorum, quorum or (Ciii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures disclosure that SPAC has determined, based on the advice of determined in good faith after consultation with outside legal counsel, counsel is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the SPAC Stockholders prior to the SPAC Stockholders Meeting or (D) if the holders of SPAC Shares have elected to redeem a number of SPAC Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfiedSpecial Stockholder Meeting; provided further provided, that, without the consent of the CompanyTarget Companies, in no event shall SPAC adjourn the SPAC Stockholders Special Stockholder Meeting for (x) may not be adjourned to a date that is more than fifteen (15) Business Days days after the date for which such SPAC Special Stockholder Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than the most recently adjourned meeting or to a date that is beyond four five (45) Business Days prior to the Termination Agreement End Date. The SPAC Board Recommendation agrees that it shall be included provide the holders of SPAC Class A Common Stock the opportunity to elect redemption of such SPAC Class A Common Stock in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, SPAC covenants that none of connection with the SPAC Board or SPAC nor any committee of the SPAC Board shall change, withdraw, withhold or modify, or propose publicly or by formal action of the SPAC Board, any committee of the SPAC Board or SPAC to change, withdraw, withhold or modify the SPAC Board Recommendation or any other recommendation by the SPAC Board or SPAC of the proposals set forth in the Registration Statement / Proxy Statement (a “SPAC Change in Recommendation”)Special Stockholder Meeting.

SPAC Stockholder Approval. SPAC shallshall use its commercially reasonable efforts to, as promptly as reasonably practicable, (i) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, establish the record date for, duly call, give notice of, convene and hold the SPAC stockholders meeting Stockholders Meeting in accordance with the Governing Documents of SPAC and the DGCL (the “SPAC Stockholders Meeting”)DGCL, (ii) after the Registration Statement / Proxy Statement Prospectus is declared effective under the Securities Act, cause the proxy statement contained therein to be disseminated to the SPAC Stockholders and (iii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, solicit proxies from the SPAC Stockholders to vote in accordance with the SPAC Board Recommendation, and, if applicable, any approvals related thereto, and providing the SPAC Stockholders with the Offer. SPAC shall, through unanimous approval of its board of directors, recommend to its shareholders (the “SPAC Board Recommendation”): ), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Merger and the issuance of the Merger Per Share Consideration hereunder) (the “Business Combination Proposal”); (ii) the adoption and approval of each other proposal that either the SEC or NYSE Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (iii) the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactions; and (iv) the adoption and approval of a proposal for the adjournment of the SPAC Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (iv) together, the “Transaction Proposals”); provided, that SPAC may adjourn the SPAC Stockholders Meeting (and SPAC shall adjourn the meeting in increments of not more than ten (10) Business Days but in no event more than thirty (30) Business Days in the aggregate if an adjournment is reasonably requested by the Company in writing (in each case, such later date requested by the Company, the “Requested Date”)) (A) to solicit additional proxies for the purpose of obtaining the SPAC Stockholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that SPAC 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 SPAC Stockholders prior to the SPAC Stockholders Meeting or (D) if the holders of SPAC Shares have elected to redeem a number of SPAC Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided further that, without the consent of the Company, in no event shall SPAC adjourn the SPAC Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Termination Date. The SPAC Board Recommendation shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, SPAC covenants that none of the SPAC Board or SPAC nor any committee of the SPAC Board shall change, withdraw, withhold or modify, or propose publicly or by formal action of the SPAC Board, any committee of the SPAC Board or SPAC to change, withdraw, withhold or modify the SPAC Board Recommendation or any other recommendation by the SPAC Board or SPAC of the proposals set forth in the Registration Statement / Proxy Statement (a “SPAC Change in Recommendation”).

SPAC Stockholder Approval. SPAC shall, as As promptly as reasonably practicable, (i) after practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, establish the record date for, SPAC shall (x) duly call, give notice of, of and (y) use reasonable best efforts to duly convene and hold a meeting of its shareholders (the “SPAC stockholders meeting Stockholders Meeting”) in accordance with the Governing Documents of SPAC and SPAC, for the DGCL (the “SPAC Stockholders Meeting”), (ii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, cause the proxy statement contained therein to be disseminated to purposes of obtaining the SPAC Stockholders and (iii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, solicit proxies from the SPAC Stockholders to vote in accordance with the SPAC Board Recommendation, Stockholder Approval and, if applicable, any approvals related thereto, thereto and providing its shareholders with the opportunity to elect to effect a SPAC Stockholder Redemption. SPAC shall (i) through the SPAC Stockholders with the Offer. SPAC shall, through approval of its board of directorsBoard, recommend to its shareholders (the “SPAC Board Recommendation”): ), (iA) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Merger and the issuance of the Merger Consideration hereunder) (the “Business Combination Proposal”)Transactions; (iiB) the adoption and approval of each other proposal that either the staff of 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; (iiiC) the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactions; (D) if necessary, the Class B Adjustment, and (ivE) the adoption and approval of a proposal for the adjournment of the SPAC Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (iA) through (ivE) togethercollectively, the “Transaction Proposals”); provided, that and (ii) include such recommendation contemplated by clause (i) in the Registration Statement / Proxy Statement. Notwithstanding the foregoing or anything to the contrary herein, SPAC may adjourn the SPAC Stockholders Meeting (and SPAC shall adjourn the meeting in increments of not more than ten (10) Business Days but in no event more than thirty (30) Business Days in the aggregate if an adjournment is reasonably requested by the Company in writing (in each case, such later date requested by the Company, the “Requested Date”)) (A) to solicit additional proxies for the purpose of obtaining the SPAC Stockholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that SPAC 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 SPAC Stockholders prior to the SPAC Stockholders Meeting or (D) if the holders of SPAC Class A Shares have elected to redeem a number of SPAC Class A Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c8.3(b) not being satisfied; provided further that, without the consent of the CompanyCompany (such consent not to be unreasonably withheld, conditioned or delayed), in no event shall SPAC adjourn the SPAC Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four more than thirty (430) Business Days days after the date for which the SPAC Stockholders Meeting was originally scheduled or less than ten (10) days prior to the Termination Date. The SPAC Board Recommendation shall be included in the Registration Statement / Proxy StatementDate (excluding any adjournments required by applicable Law). Except as otherwise required by applicable Law, SPAC covenants that none of the SPAC Board or SPAC nor any committee of the SPAC Board shall change, withdraw, withhold withdraw or modify, or propose publicly or by formal action of the SPAC Board, any committee of the SPAC Board or SPAC to changewithdraw or modify, withdrawin a manner adverse to the Company, withhold or modify the SPAC Board Recommendation or any other recommendation by the SPAC Board or SPAC of the proposals set forth in the Registration Statement / Proxy Statement (a “SPAC Change in Recommendation”)Statement.

SPAC Stockholder Approval. SPAC shallshall use its commercially reasonable efforts to, as promptly as reasonably practicable, (i) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, establish the record date for, duly call, give notice of, convene and hold the SPAC stockholders meeting Stockholders Meeting in accordance with the Governing Documents of SPAC and the DGCL (the “SPAC Stockholders Meeting”)DGCL, (ii) after the Registration Statement / Proxy Statement Prospectus is declared effective under the Securities Act, cause the proxy statement contained therein to be disseminated to the SPAC Stockholders and (iii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, solicit proxies from the SPAC Stockholders to vote in accordance with the SPAC Board Recommendation, and, if applicable, any approvals related thereto, and providing the SPAC Stockholders with the Offer. SPAC shall, through unanimous approval of its board of directors, recommend to its shareholders (the “SPAC Board Recommendation”): ), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Merger and the issuance of the Merger Per Share Consideration hereunder) (the “Business Combination Proposal”); (ii) the adoption and approval of each other proposal that either the SEC or NYSE Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (iii) the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactions; (iv) the adoption and approval of the Company Incentive Equity Plan, and (ivv) the adoption and approval of a proposal for the adjournment of the SPAC Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (ivv) together, the “Transaction Proposals”); provided, that SPAC may adjourn the SPAC Stockholders Meeting (and SPAC shall adjourn the meeting in increments of not more than ten (10) Business Days but in no event more than thirty (30) Business Days in the aggregate if an adjournment is reasonably requested by the Company in writing (in each case, such later date requested by the Company, the “Requested Date”)) (A) to solicit additional proxies for the purpose of obtaining the SPAC Stockholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that SPAC 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 SPAC Stockholders prior to the SPAC Stockholders Meeting or (D) if the holders of SPAC Public Shares have elected to redeem a number of SPAC Public Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c6.03(d) not being satisfied; provided further that, without the consent of the Company, in no event shall SPAC adjourn the SPAC Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Termination Date. The SPAC Board Recommendation shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, SPAC covenants that none of the SPAC Board or SPAC nor any committee of the SPAC Board shall change, withdraw, withhold or modify, or propose publicly or by formal action of the SPAC Board, any committee of the SPAC Board or SPAC to change, withdraw, withhold or modify the SPAC Board Recommendation or any other recommendation by the SPAC Board or SPAC of the proposals set forth in the Registration Statement / Proxy Statement (a “SPAC Change in Recommendation”).

SPAC Stockholder Approval. SPAC shall, shall (a) as promptly as reasonably practicable, (i) practicable after the Registration Statement / Proxy Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to SPAC Stockholders in compliance with applicable Law, (ii) solely with respect to the following clause (1), duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “SPAC Stockholders’ Meeting”) in accordance with SPAC’s Governing Documents and the Nasdaq rules and regulations for a date no later than thirty five (35) Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of SPAC Common Stock to vote in favor of each of the SPAC Transaction Proposals, and (b) provide its shareholders with the opportunity to elect to effect a SPAC Stockholder Redemption. SPAC shall, through its Board of Directors, recommend to its shareholders the approval of the SPAC Transaction Proposals and include such recommendation in the Proxy Statement. The Board of Directors of SPAC shall not (and no committee or subgroup thereof shall) withdraw, withhold, amend, qualify or modify, or publicly propose to withdraw, withhold, amend, qualify or modify its recommendation to the shareholders of SPAC that they vote in favor of the SPAC Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the stockholders of SPAC described in the Recitals hereto, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) SPAC agrees to establish the a record date for, duly call, give notice of, convene and hold the SPAC stockholders meeting in accordance with Stockholders’ Meeting and submit for approval the Governing Documents of SPAC Transaction Proposals and (y) SPAC agrees that if the DGCL (SPAC Stockholder Approval shall not have been obtained at any such SPAC Stockholders’ Meeting, then SPAC shall promptly continue to take all such necessary actions, including the “SPAC Stockholders Meeting”actions required by this Section 6.07(b), (ii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, cause the proxy statement contained therein and hold additional SPAC Stockholders’ Meetings in order to be disseminated to obtain the SPAC Stockholders and (iii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, solicit proxies from the SPAC Stockholders to vote in accordance with the SPAC Board Recommendation, and, if applicable, any approvals related thereto, and providing the SPAC Stockholders with the OfferStockholder Approval. SPAC shall, through approval of its board of directors, recommend to its shareholders (the “SPAC Board Recommendation”): (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Merger and the issuance of the Merger Consideration hereunder) (the “Business Combination Proposal”); (ii) 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; (iii) the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactions; and (iv) the adoption and approval of a proposal for the adjournment of the SPAC Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (iv) together, the “Transaction Proposals”); provided, that SPAC may only adjourn the SPAC Stockholders Stockholders’ Meeting (and SPAC shall adjourn the meeting in increments of not more than ten (10) Business Days but in no event more than thirty (30) Business Days in the aggregate if an adjournment is reasonably requested by the Company in writing (in each case, such later date requested by the Company, the “Requested Date”)) (Ai) to solicit additional proxies for the purpose of obtaining the SPAC Stockholder Approval, (Bii) for the absence of a quorum, quorum and (Ciii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures disclosure that SPAC has determined, based on the advice of determined in good faith after consultation with outside legal counsel, counsel is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the SPAC Stockholders prior to the SPAC Stockholders Meeting or (D) if the holders of SPAC Shares have elected to redeem a number of SPAC Shares as of such time Stockholders’ Meeting; provided, that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided further that, without the consent of the Company, in no event shall SPAC adjourn the SPAC Stockholders Stockholders’ Meeting for (x) may not be adjourned to a date that is more than fifteen (15) Business Days days after the date for which the SPAC Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than the most recently adjourned meeting or to a date that is beyond four three (43) Business Days prior to the Termination Agreement End Date. The SPAC Board Recommendation agrees that it shall be included provide the holders of shares of SPAC Class A Common Stock the opportunity to elect redemption of such shares of SPAC Class A Common Stock in connection with the Registration Statement / Proxy Statement. Except SPAC Stockholders’ Meeting, as otherwise required by applicable Law, SPAC covenants that none of the SPAC Board or SPAC nor any committee of the SPAC Board shall change, withdraw, withhold or modify, or propose publicly or by formal action of the SPAC Board, any committee of the SPAC Board or SPAC to change, withdraw, withhold or modify the SPAC Board Recommendation or any other recommendation by the SPAC Board or SPAC of the proposals set forth in the Registration Statement / Proxy Statement (a “SPAC Change in Recommendation”)SPAC’s Governing Documents.

SPAC Stockholder Approval. SPAC shallshall use its commercially reasonable efforts to, as promptly as reasonably practicable, (i) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, establish the record date for, duly call, give notice of, convene and hold the SPAC stockholders meeting Stockholders Meeting in accordance with the Governing Documents of SPAC and the DGCL (the “SPAC Stockholders Meeting”)DGCL, (ii) after the Registration Statement / Proxy Statement Prospectus is declared effective under the Securities Act, cause the proxy statement contained therein to be disseminated to the SPAC Stockholders and (iii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, solicit proxies from the SPAC Stockholders to vote in accordance with the SPAC Board Recommendation, and, if applicable, any approvals related thereto, and providing the SPAC Stockholders with the Offer. SPAC shall, through unanimous approval of its board of directors, recommend to its shareholders (the “SPAC Board Recommendation”): ), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Merger and the issuance of the Merger Per Share Consideration hereunder) (the “Business Combination Proposal”); (ii) the approval of the issuance of the Ordinary Shares issuable in the PIPE Financing, (iii) the election to the board of directors of the Company of the individuals identified on Schedule 5.15; (iv) certain material differences between SPAC’s Governing Documents and the Company A&R Articles of Association, (v) the adoption of an incentive equity plan of the Company; (vi) the adoption and approval of each other proposal that either the SEC or NYSE Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (iiivii) the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactions; and (ivviii) the adoption and approval of a proposal for the adjournment of the SPAC Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (ivviii) together, the “Transaction Proposals”); provided, that SPAC may adjourn the SPAC Stockholders Meeting (and SPAC shall adjourn the meeting in increments of not more than ten (10) Business Days but in no event more than thirty (30) Business Days in the aggregate if an adjournment is reasonably requested by the Company in writing (in each case, such later date requested by the Company, the “Requested Date”)) (A) to solicit additional proxies for the purpose of obtaining the SPAC Stockholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that SPAC 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 SPAC Stockholders prior to the SPAC Stockholders Meeting or (D) if the holders of SPAC Shares have elected to redeem a number of SPAC Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided further that, without the consent of the Company, in no event shall SPAC adjourn the SPAC Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Termination Date. The SPAC Board Recommendation shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, SPAC covenants that none of the SPAC Board or SPAC nor any committee of the SPAC Board shall change, withdraw, withhold or modify, or propose publicly or by formal action of the SPAC Board, any committee of the SPAC Board or SPAC to change, withdraw, withhold or modify the SPAC Board Recommendation or any other recommendation by the SPAC Board or SPAC of the proposals set forth in the Registration Statement / Proxy Statement (a “SPAC Change in Recommendation”).

SPAC Stockholder Approval. SPAC shall, as As promptly as reasonably practicable, (i) after practicable following the time at which the Registration Statement / Statement/Proxy Statement is declared effective under the Securities Act, SPAC shall (a) establish the record date for, duly call, give notice of, and (b) in any case within thirty (30) days of such effectiveness, duly convene and hold a meeting of its stockholders (the “SPAC stockholders meeting Stockholders Meeting”) in accordance with the Governing Documents of SPAC and SPAC, for the DGCL (the “SPAC Stockholders Meeting”), (ii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, cause the proxy statement contained therein to be disseminated to purposes of obtaining the SPAC Stockholders and (iii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, solicit proxies from the SPAC Stockholders to vote in accordance with the SPAC Board Recommendation, Stockholder Approval and, if applicable, any approvals related thereto, and providing the SPAC Stockholders its stockholders with the Offeropportunity to elect to effect a SPAC Stockholder Redemption. Except as required by applicable Law, SPAC shall, through the unanimous approval of its board of directors, recommend to its shareholders stockholders (the “SPAC Board Recommendation”): (i) the adoption and approval of this Agreement and each Ancillary Document to which SPAC is a party and the transactions contemplated hereby and thereby (including the Merger Merger), (ii) the adoption and approval of the issuance of Class A Common Stock in connection with the Merger Consideration hereundertransactions contemplated by this Agreement, as required by Nasdaq listing requirements, (iii) the adoption and approval of the Required Governing Document Proposals, (iv) the “Business Combination Proposal”); adoption of the New Equity Incentive Plan and the New ESPP, (iiv) the election of directors to be nominated in accordance with Section 5.16, (vi) the adoption and approval of each other proposal that either the SEC or NYSE Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Statement/Proxy Statement or in correspondence related thereto; , (iiivii) the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactions; transactions contemplated by this Agreement or the Ancillary Documents (including the SPAC Extension Proposal, if applicable), and (ivviii) the adoption and approval of a proposal for the adjournment of the SPAC Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in clauses (i) through (ivviii) together, the “Required Transaction Proposals”); provided, provided that SPAC may postpone or adjourn the SPAC Stockholders Meeting (and SPAC shall adjourn the meeting in increments of not more than ten (10) Business Days but in no event more than thirty (30) Business Days in the aggregate if an adjournment is reasonably requested by the Company in writing (in each case, such later date requested by the Company, the “Requested Date”)) (A) to solicit additional proxies for the purpose of obtaining the SPAC Stockholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that SPAC 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 SPAC Stockholders prior to the SPAC Stockholders Meeting Meeting, or (D) if the holders of SPAC Shares Class A Common Stock have elected to redeem a number of SPAC Shares shares of Class A Common Stock as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided further that, without the consent of the Company, (i) SPAC may only adjourn the SPAC Stockholders Meeting two (2) times, and (ii) in no event shall SPAC adjourn the SPAC Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Termination Date. The Except as required by applicable Law, the SPAC Board Recommendation shall be included in the Registration Statement / Statement/Proxy Statement. Except as otherwise required by applicable LawLaw solely in response to an Intervening Event, SPAC covenants that none of the SPAC Board or SPAC nor any committee of the SPAC Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold withhold, amend, qualify or modify, or (privately or publicly) propose publicly or by formal action of the SPAC Board, any committee of the SPAC Board or SPAC to change, withdraw, withhold withhold, amend, qualify or modify modify, the SPAC Board Recommendation or any other recommendation by the SPAC Board or SPAC of the proposals set forth in the Registration Statement / Proxy Statement (a “SPAC Change Modification in Recommendation”); provided, that the SPAC Board (and no committee or subgroup thereof) shall not be entitled to make, or agree or resolve to make, a Modification in Recommendation until (i) SPAC delivers to the Company a written notice (an “Intervening Event Notice”) advising the Company that the SPAC Board proposes to effect a Modification in Recommendation and containing, in reasonable detail, the material facts underlying the SPAC Board’s determination that an Intervening Event has occurred and setting forth the reasons for the SPAC Board’s determination that applicable Law requires that the SPAC Board effect the Modification in Recommendation solely in response to the Intervening Event, (ii) until 5:00 p.m., Pacific Time, on the tenth Business Day immediately following the day on which SPAC delivered the Intervening Event Notice (such period from the time the Intervening Event Notice is provided until 5:00 p.m. Pacific Time on the tenth Business Day immediately following the day on which SPAC delivered the Intervening Event Notice (it being understood that any material development with respect to an Intervening Event shall require a new notice but with an additional five-Business Day notice period (instead of ten-Business Day period) from the date of such notice (the “Intervening Event Notice Period”)), SPAC and Company shall have used their respective best efforts to identify curative actions, which may be revisions or adjustments to the terms and conditions of this Agreement, and shall have negotiated in good faith to effect the minimum curative actions necessary during the Intervening Event Notice Period that would enable SPAC to maintain the SPAC Board Recommendation and to withdraw the Intervening Event Notice and, if communicated, Modification in Recommendation, and (iii) following the Intervening Event Notice Period, SPAC delivers a second notice containing, in reasonable detail, the curative actions evaluated by the SPAC and attaching an updated statement of the SPAC Board’s reasons and analysis that the curative actions evaluated by the SPAC would have failed to alter the SPAC Board’s initial determination that applicable Law requires that the SPAC Board effect the Modification in Recommendation solely in response to the Intervening Event.

SPAC Stockholder Approval. (a) SPAC shall, prior to the Proxy Statement/Prospectus Clearance Date, set a record date that is mutually agreed upon by SPAC and the Company (the “SPAC Record Date”) for determining the SPAC Stockholders entitled to attend the SPAC Special Meeting. SPAC shall timely commence a “broker search” in accordance with Rule 14a-12 of the Exchange Act. Promptly following the Proxy Statement/Prospectus Clearance Date, SPAC shall file the definitive Proxy Statement/Prospectus with the SEC and cause the Proxy Statement/Prospectus to be mailed to each SPAC Stockholder of record as of the SPAC Record Date (such date on which the Proxy Statement/Prospectus is mailed to the SPAC Stockholders, the “Proxy Statement/Prospectus Mailing Date”). (b) SPAC shall, as promptly as practicable following the Proxy Statement/Prospectus Clearance Date, duly call, give notice of and hold a special meeting of the SPAC Stockholders (the “SPAC Special Meeting”) for the purpose of obtaining the approval of the SPAC Stockholder Matters, which meeting shall be held not more than twenty-five (25) U.S. Business Days after the Proxy Statement/Prospectus Mailing Date and in any event prior to the Outside Date. Without the prior written consent of the Company, the SPAC Stockholder Matters shall be the only matters (other than procedural matters) which SPAC shall propose to be acted on by the SPAC Stockholders at the SPAC Special Meeting. SPAC shall use commercially reasonable efforts to obtain the approval of the SPAC Stockholder Matters at the SPAC Special Meeting, including by soliciting proxies as promptly as practicable in accordance with applicable Legal Requirements for the purpose of seeking the approval of the SPAC Stockholder Matters and, if requested by the Company, engaging a proxy solicitor reasonably practicableacceptable to the Company to solicit proxies from the SPAC Stockholders providing the approval of the SPAC Stockholder Matters. Subject to the proviso in the immediately following sentence, SPAC shall include the SPAC Recommendation in the Proxy Statement/Prospectus. The SPAC Board shall not (and no committee or subgroup of the SPAC Board shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the SPAC Recommendation (a “SPAC Change in Recommendation”); provided that the SPAC Board may make a SPAC Change in Recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended) only if (i) an Intervening Event occurs, (ii) based solely on the occurrence of such Intervening Event, the SPAC Board determines in good faith, after consultation with its outside legal counsel, that a failure to make a SPAC Change in Recommendation would reasonably be expected to be inconsistent with its fiduciary duties to the Registration Statement / Proxy Statement is declared effective SPAC Stockholders under the Securities ActDGCL, (iii) SPAC delivers to the Company a written notice (an “Intervening Event Notice”) advising the Company that the SPAC Board proposes to make a SPAC Change in Recommendation and containing a detailed description of the facts and circumstances that constitute an Intervening Event and (iv) at or after 10:00 a.m., New York City time, on the fifth (5th) Business Day immediately following the day on which SPAC delivered the Intervening Event Notice, based solely on the occurrence of such Intervening Event, the SPAC Board again determines in good faith, after consultation with its outside legal counsel, that a failure to make a SPAC Change in Recommendation would reasonably be expected to be inconsistent with its fiduciary duties to the SPAC Stockholders under the DGCL, after taking into account any state of facts, development, change, circumstance, occurrence, event or effect (including any action taken by any Group Company) that eliminates or mitigates such Intervening Event. SPAC agrees that its obligation to establish the a record date for, duly call, give notice of, convene of and hold the SPAC stockholders meeting in accordance with Special Meeting for the Governing Documents purpose of SPAC and the DGCL (the “SPAC Stockholders Meeting”), (ii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, cause the proxy statement contained therein to be disseminated to seeking approval of the SPAC Stockholders Stockholder Matters shall not be affected by any SPAC Change in Recommendation, and (iii) after the Registration Statement / Proxy Statement that SPAC is declared effective under the Securities Actrequired to establish a record date for, solicit proxies from duly call, give notice of and hold the SPAC Stockholders to vote in accordance with the SPAC Board Recommendation, and, if applicable, any approvals related thereto, Special Meeting and providing the SPAC Stockholders with the Offer. SPAC shall, through approval of its board of directors, recommend to its shareholders (the “SPAC Board Recommendation”): (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Merger and the issuance of the Merger Consideration hereunder) (the “Business Combination Proposal”); (ii) 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; (iii) the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactions; and (iv) the adoption and approval of a proposal submit for the adjournment approval of the SPAC Stockholders Meetingthe SPAC Stockholder Matters regardless of whether or not there shall have occurred any SPAC Change in Recommendation. (c) Notwithstanding anything to the contrary contained in this Agreement, if necessarySPAC shall not postpone or adjourn the SPAC Special Meeting except in accordance with this Section 7.2(c). SPAC shall be entitled to and, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any in the case of the foregoing following clauses (such proposals in ii), (iii), (iv) and (v), at the request of the Company, SPAC shall) postpone or adjourn the SPAC Special Meeting: (i) through (iv) together, the “Transaction Proposals”); provided, that SPAC may adjourn the SPAC Stockholders Meeting (and SPAC shall adjourn the meeting in increments of not more than ten (10) Business Days but in no event more than thirty (30) Business Days in the aggregate if an adjournment is reasonably requested by the Company in writing (in each case, such later date requested by after consultation with the Company, to ensure that any supplement or amendment to the “Requested Date”)) (A) to solicit additional proxies for the purpose of obtaining Proxy Statement/Prospectus that the SPAC Stockholder Approval, (B) for the absence of a quorum, (C) Board has determined in good faith is required by applicable Legal Requirements is disclosed and promptly disseminated to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that SPAC 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 SPAC Stockholders prior to the SPAC Stockholders Special Meeting or to the extent required by applicable Legal Requirements; (Dii) if if, as of the holders of time for which the SPAC Special Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient SPAC Shares have elected represented (either in person or by proxy) to redeem constitute a number quorum necessary to conduct the business to be conducted at the SPAC Special Meeting; (iii) to seek withdrawals of redemption requests from the SPAC Shares as of such time Stockholders if SPAC or the Company reasonably expects that would reasonably be expected to result in the condition set forth in Section 6.3(c8.3(d) would not being satisfiedbe satisfied at the Closing; (iv) to seek withdrawals of redemption requests from the SPAC Stockholders if SPAC or the Company reasonably expects that the condition set forth in Section 8.2(e) would not be satisfied at the Closing; or (v) in order to solicit additional proxies from the SPAC Stockholders for purposes of obtaining approval of the SPAC Stockholder Matters if, as of the time for which the SPAC Special Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), the SPAC Shares voted by proxy are not sufficient to approve the SPAC Stockholder Matters; provided further that in the event of a postponement or adjournment pursuant to the foregoing clauses (i) or (ii) the SPAC Special Meeting shall be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved; provided, further, that, without the consent of the Company, in no event shall SPAC adjourn the SPAC Stockholders Special Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) U.S. Business Days prior to the Termination Outside Date. The SPAC Board Recommendation shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, SPAC covenants that none of the SPAC Board or SPAC nor any committee of the SPAC Board shall change, withdraw, withhold or modify, or propose publicly or by formal action of the SPAC Board, any committee of the SPAC Board or SPAC to change, withdraw, withhold or modify the SPAC Board Recommendation or any other recommendation by the SPAC Board or SPAC of the proposals set forth in the Registration Statement / Proxy Statement (a “SPAC Change in Recommendation”).

SPAC Stockholder Approval. SPAC shall, as As promptly as reasonably practicable, (i) after practicable following the time at which the Registration Statement / Statement/Proxy Statement is declared effective under the Securities Act, SPAC shall (a) establish the record date for, duly call, give notice of, and (b) in any case within 30 days of such effectiveness, duly convene and hold a meeting of its stockholders (the “SPAC stockholders meeting Stockholders Meeting”) in accordance with the Governing Documents of SPAC and SPAC, for the DGCL (the “SPAC Stockholders Meeting”), (ii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, cause the proxy statement contained therein to be disseminated to purposes of obtaining the SPAC Stockholders and (iii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, solicit proxies from the SPAC Stockholders to vote in accordance with the SPAC Board Recommendation, Stockholder Approval and, if applicable, any approvals related thereto, and providing the SPAC Stockholders its stockholders with the Offeropportunity to elect to effect a SPAC Stockholder Redemption. Except as required by applicable Law, SPAC shall, through the unanimous approval of its board of directors, recommend to its shareholders stockholders (the “SPAC Board Recommendation”): (i) the adoption and approval of this Agreement and each Ancillary Document to which SPAC is a party and the transactions contemplated hereby and thereby (including the Merger Merger), (ii) the adoption and approval of the issuance of Series A Common Stock in connection with the transactions contemplated by this Agreement, as required by Nasdaq listing requirements, (iii) the adoption and approval of the Required Governing Document Proposals, (iv) the adoption of the New Equity Incentive Plan, (v) the election of directors to be nominated in accordance with Section 5.16, (vi) the issuance of the Merger Consideration hereunder) SPAC Incentive Shares and Company Incentive Shares, (the “Business Combination Proposal”); (iivii) the adoption and approval of each other proposal that either the SEC or NYSE Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Statement/Proxy Statement or in correspondence related thereto; , (iiiviii) the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactions; transactions contemplated by this Agreement or the Ancillary Documents, and (ivxi) the adoption and approval of a proposal for the adjournment of the SPAC Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in clauses (i) through (ivxi) together, the “Required Transaction Proposals”); provided, provided that SPAC may postpone or adjourn the SPAC Stockholders Meeting (and SPAC shall adjourn the meeting in increments of not more than ten (10) Business Days but in no event more than thirty (30) Business Days in the aggregate if an adjournment is reasonably requested by the Company in writing (in each case, such later date requested by the Company, the “Requested Date”)) (A) to solicit additional proxies for the purpose of obtaining the SPAC Stockholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that SPAC 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 SPAC Stockholders prior to the SPAC Stockholders Meeting Meeting, or (D) if the holders of SPAC Shares Series A Common Stock have elected to redeem a number of SPAC Shares shares of Series A Common Stock as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided further that, without the consent of the Company, (i) SPAC may only adjourn the SPAC Stockholders Meeting two (2) times, and (ii) in no event shall SPAC adjourn the SPAC Stockholders Meeting for more than fifteen ten (1510) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Termination Date. The Except as required by applicable Law, the SPAC Board Recommendation shall be included in the Registration Statement / Statement/Proxy Statement. Except as otherwise required by applicable Law, SPAC covenants that none of the SPAC Board or SPAC nor any committee of the SPAC Board shall change, withdraw, withhold or modify, or propose publicly or by formal action of the SPAC Board, any committee of the SPAC Board or SPAC to change, withdraw, withhold or modify the SPAC Board Recommendation or any other recommendation by the SPAC Board or SPAC of the proposals set forth in the Registration Statement / Proxy Statement (a “SPAC Change in Recommendation”).

SPAC Stockholder Approval. SPAC shall, as As promptly as reasonably practicable, (i) after practicable following the time at which the Registration Statement / Statement/Proxy Statement is declared effective under the Securities Act, establish the record date for, (a) SPAC shall duly call, give notice of, and use reasonable best efforts to duly convene and hold hold, a meeting of its stockholders (the “SPAC stockholders meeting Stockholders Meeting”) in accordance with the Governing Documents of SPAC and (including by causing the DGCL (Registration Statement/Proxy Statement to be mailed to the “holders of SPAC Stockholders Meeting”Shares), (ii) after for the Registration Statement / Proxy Statement is declared effective under the Securities Act, cause the proxy statement contained therein to be disseminated to purposes of obtaining the SPAC Stockholders and (iii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, solicit proxies from the SPAC Stockholders to vote in accordance with the SPAC Board Recommendation, Stockholder Approval and, if applicable, any approvals related thereto, thereto and providing the SPAC Stockholders its applicable shareholders with the Offeropportunity to elect to effect a SPAC Stockholder Redemption and (b) use reasonable best efforts to solicit proxies from the holders of SPAC Shares to vote in favor of each of the Transaction Proposals. Except as otherwise required by applicable Law, (i) SPAC shall, through unanimous approval of its board of directorsthe SPAC Board, recommend to its shareholders (the “SPAC Board Recommendation”): ) to its shareholders that such shareholders approve and adopt (iA) the adoption and approval of this Agreement and the transactions contemplated hereby Transactions (including the SPAC Merger and the issuance of the Merger Consideration hereunderLLC Merger) (the “Business Combination Proposal”); (iib) the adoption and approval issuance of SPAC Shares to the PIPE Investors as required by Nasdaq listing requirements (the “Nasdaq Proposal”); (c) each other proposal that either the SEC or NYSE Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Statement/Proxy Statement or in correspondence related thereto; (iiid) the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactionstransactions contemplated by this Agreement or the Ancillary Documents; and (ive) the adoption and approval of a proposal for the postponement or adjournment of the SPAC Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in clauses (iA) through (iv) togetherE), collectively, the “Transaction Proposals”); provided, that and (ii) SPAC shall include the SPAC Board Recommendation in the Registration Statement/Proxy Statement. Notwithstanding the foregoing or anything to the contrary herein, SPAC may postpone or adjourn the SPAC Stockholders Meeting (and SPAC shall adjourn the meeting in increments of not more than ten (10) Business Days but in no event more than thirty (30) Business Days in the aggregate SPAC Stockholder Meeting if an adjournment is reasonably requested by the Company in writing (in each case, such later date requested by the Company, the “Requested Date”)writing) (A1) to solicit additional proxies for the purpose of obtaining because there are not sufficient votes to constitute the SPAC Stockholder Approval, (B2) for the absence of a quorum, (C3) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that SPAC (or the Company) has reasonably 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 SPAC Stockholders prior to the SPAC Stockholders Meeting or (D4) if the holders of SPAC Class A Shares have elected to redeem a number of SPAC Class A Shares as of such time that would reasonably be expected to result in the condition conditions set forth in Section 6.3(c6.1(f), Section 6.1(g) or Section 6.3(d) not being satisfied; provided further that, without the consent of the Company, in no event shall SPAC adjourn the SPAC Stockholders Meeting be postponed or adjourned for more than fifteen (15) 15 Business Days later than the most recently postponed or adjourned meeting or to a date that is beyond four (4) the date that is five Business Days prior to the Termination Date. The SPAC Board Recommendation shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, SPAC covenants that none of the SPAC Board Board, SPAC or SPAC nor any committee of the SPAC Board shall (i) change, withdraw, withhold withhold, qualify, amend or modify, or publicly propose publicly or by formal action of the SPAC Board, any committee of the SPAC Board or SPAC to change, withdraw, withhold withhold, qualify, amend or modify modify, in a manner adverse to the Company, the SPAC Board Recommendation or any other recommendation by the SPAC Board or SPAC of the proposals set forth in the Registration Statement / Statement/Proxy Statement, (ii) adopt, approve, recommend or declare advisable to the Pre-Closing SPAC Stockholders, or publicly propose to adopt, approve, recommend or declare advisable, any SPAC Acquisition Proposal or (iii) fail to include the SPAC Board Recommendation in the Registration Statement/Proxy Statement (each of clauses (i), (ii) and (iii), a “SPAC Change Modification in Recommendation”).

SPAC Stockholder Approval. SPAC shallshall use its commercially reasonable efforts to, as promptly as reasonably practicable, (i) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, establish the record date for, duly call, give notice of, convene and hold a meeting of the SPAC stockholders meeting Stockholders (the “SPAC Stockholders Meeting”) in accordance with the Governing Documents of SPAC and the DGCL (the “SPAC Stockholders Meeting”)DGCL, (ii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, cause the proxy statement contained therein to be disseminated to the SPAC Stockholders and (iii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, solicit proxies from the SPAC Stockholders to vote in accordance with the SPAC Board Recommendation, and, if applicable, any approvals related thereto, and providing the SPAC Stockholders with the Offer. SPAC shall, through approval of its board of directors, recommend to its shareholders (the “SPAC Board Recommendation”): ), (i) the adoption and approval of this Agreement and the transactions contemplated hereby Transactions (including the Merger and the issuance of the Merger Per Share Consideration hereunder) (the “Business Combination Proposal”); (ii) the adoption and approval of the Second Amended and Restated SPAC Certificate of Incorporation, (iii) to the extent required by NYSE listing rules, approval of the issuance of the Per Share Consideration together with the Post-Closing SPAC Shares to be issued pursuant to the Subscription Agreements, (iv) the approval and adoption of the SPAC Incentive Equity Plan (as defined below), (v) 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; (iiivi) the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactions; and (ivvii) the adoption and approval of a proposal for the adjournment of the SPAC Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (ivvii) together, the “Transaction Proposals”); provided, that SPAC may adjourn the SPAC Stockholders Meeting (and SPAC shall adjourn the meeting in increments of not more than ten (10) Business Days but in no event more than thirty (30) Business Days in the aggregate if an adjournment is reasonably requested by the Company in writing (in each case, such later date requested by the Company, the “Requested Date”)) (A) to solicit additional proxies for the purpose of obtaining the SPAC Stockholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that SPAC 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 SPAC Stockholders prior to the SPAC Stockholders Meeting or (D) if the holders of SPAC Shares have elected to redeem a number of SPAC Shares as of such time that would reasonably be expected to result in the condition conditions set forth in Section Sections 6.3(c) not being satisfied; provided further that, without the consent of the Company, in no event shall SPAC adjourn the SPAC Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Termination Date. The SPAC Board Recommendation shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, SPAC covenants that none of the SPAC Board or SPAC nor any committee of the SPAC Board shall change, withdraw, withhold or modify, or propose publicly or by formal action of the SPAC Board, any committee of the SPAC Board or SPAC to change, withdraw, withhold or modify the SPAC Board Recommendation or any other recommendation by the SPAC Board or SPAC of the proposals set forth in the Registration Statement / Proxy Statement (a “SPAC Change in Recommendation”).

SPAC Stockholder Approval. (a) SPAC shall, prior to the Proxy Statement/Prospectus Clearance Date, set a record date that is mutually agreed upon by SPAC and the Company (the “SPAC Record Date”) for determining the SPAC Stockholders entitled to attend the SPAC Special Meeting. SPAC shall commence a “broker search” in accordance with Rule 14a-12 of the Exchange Act. Promptly following the Proxy Statement/Prospectus Clearance Date, SPAC shall timely file the definitive Proxy Statement/Prospectus with the SEC and cause the Proxy Statement/Prospectus to be mailed to each SPAC Stockholder of record as of the SPAC Record Date (such date on which the Proxy Statement/Prospectus is mailed to the SPAC Stockholders, the “Proxy Statement/Prospectus Mailing Date”). (b) SPAC shall, as promptly as reasonably practicable, (i) after practicable following the Registration Statement / Proxy Statement is declared effective under the Securities Act, establish the record date forStatement/Prospectus Clearance Date, duly call, give notice of, convene of and hold a special meeting of the SPAC stockholders meeting in accordance with the Governing Documents of SPAC and the DGCL Stockholders (the “SPAC Stockholders Special Meeting”)) for the purpose of obtaining the approval of the SPAC Stockholder Matters, which meeting shall be held not more than twenty-five (ii25) U.S. Business Days after the Registration Statement / Proxy Statement is declared effective under Statement/Prospectus Mailing Date and in any event at least four (4) days prior to the Securities ActOutside Date. Without the prior written consent of the Company, cause the proxy statement contained therein SPAC Stockholder Matters shall be the only matters (other than procedural matters) which SPAC shall propose to be disseminated to acted on by the SPAC Stockholders and (iii) after at the Registration Statement / Proxy Statement is declared effective under SPAC Special Meeting. SPAC shall use commercially reasonable efforts to obtain the Securities Actapproval of the SPAC Stockholder Matters at the SPAC Special Meeting, including by soliciting proxies as promptly as practicable in accordance with applicable Legal Requirements for the purpose of seeking the approval of the SPAC Stockholder Matters and, if requested by the Company, engaging a proxy solicitor reasonably acceptable to the Company to solicit proxies from the SPAC Stockholders providing the approval of the SPAC Stockholder Matters. Subject to vote the proviso in the immediately following sentence, SPAC shall include the SPAC Recommendation in the Proxy Statement/Prospectus. The SPAC Board shall not (and no committee or subgroup of the SPAC Board shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the SPAC Recommendation. (c) Notwithstanding anything to the contrary contained in this Agreement, SPAC shall not postpone or adjourn the SPAC Special Meeting except in accordance with this Section 7.2(c). SPAC shall be entitled to and, in the case of the following clauses (ii), (iii), (iv) and (v), at the request of the Company, SPAC shall postpone or adjourn the SPAC Special Meeting: (i) after consultation with the Company, to ensure that any supplement or amendment to the Proxy Statement/Prospectus that the SPAC Board Recommendation, and, if applicable, any approvals related thereto, has determined in good faith is required by applicable Legal Requirements is disclosed and providing the SPAC Stockholders with the Offer. SPAC shall, through approval of its board of directors, recommend promptly disseminated to its shareholders (the “SPAC Board Recommendation”): (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Merger and the issuance of the Merger Consideration hereunder) (the “Business Combination Proposal”); (ii) 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; (iii) the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactions; and (iv) the adoption and approval of a proposal for the adjournment of the SPAC Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (iv) together, the “Transaction Proposals”); provided, that SPAC may adjourn the SPAC Stockholders Meeting (and SPAC shall adjourn the meeting in increments of not more than ten (10) Business Days but in no event more than thirty (30) Business Days in the aggregate if an adjournment is reasonably requested by the Company in writing (in each case, such later date requested by the Company, the “Requested Date”)) (A) to solicit additional proxies for the purpose of obtaining the SPAC Stockholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that SPAC 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 SPAC Stockholders prior to the SPAC Stockholders Special Meeting or to the extent required by applicable Legal Requirements; (Dii) if if, as of the holders of time for which the SPAC Special Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient SPAC Shares have elected represented (either in person or by proxy) to redeem constitute a number quorum necessary to conduct the business to be conducted at the SPAC Special Meeting; (iii) to seek withdrawals of redemption requests from the SPAC Shares as of such time Stockholders if SPAC or the Company reasonably expects that would reasonably be expected to result in the condition set forth in Section 6.3(c8.3(d) would not being satisfied; be satisfied at the Closing; (iv) to seek withdrawals of redemption requests from the SPAC Stockholders if SPAC or the Company reasonably expects that the condition set forth in Section 8.2(e) would not be satisfied at the Closing; or (v) in order to solicit additional proxies from the SPAC Stockholders for purposes of obtaining approval of the SPAC Stockholder Matters if, as of the time for which the SPAC Special Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), the SPAC Shares voted by proxy are not sufficient to approve the SPAC Stockholder Matters; provided further that in the event of a postponement or adjournment pursuant to the foregoing clause (i) or (ii) the SPAC Special Meeting shall be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved; provided, further, that, without the consent of the Company, in no event shall SPAC adjourn the SPAC Stockholders Special Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond later than four (4) U.S. Business Days prior to the Termination Outside Date. The SPAC Board Recommendation shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, SPAC covenants that none of the SPAC Board or SPAC nor any committee of the SPAC Board shall change, withdraw, withhold or modify, or propose publicly or by formal action of the SPAC Board, any committee of the SPAC Board or SPAC to change, withdraw, withhold or modify the SPAC Board Recommendation or any other recommendation by the SPAC Board or SPAC of the proposals set forth in the Registration Statement / Proxy Statement (a “SPAC Change in Recommendation”).

SPAC Stockholder Approval. SPAC shallshall use its commercially reasonable efforts to, as promptly as reasonably practicable, (i) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, establish the record date for, duly call, give notice of, convene and hold the meeting of the SPAC stockholders meeting Stockholders in accordance with the Governing Documents of SPAC and the DGCL (the “SPAC Stockholders Meeting”), (ii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, cause the proxy statement contained therein to be disseminated to the SPAC Stockholders and (iii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, solicit proxies from the SPAC Stockholders to vote in accordance with the SPAC Board Recommendation, and, if applicable, any approvals related thereto, and providing the SPAC Stockholders with the Offer. SPAC shall, through unanimous approval of its board of directors, recommend to its shareholders stockholders (the “SPAC Board Recommendation”): ), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Merger and the issuance of the Merger Per Share Consideration hereunder) (the “Business Combination Proposal”); (ii) the adoption and approval of each other proposal that either the SEC or NYSE the Listing Exchange (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (iii) the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactions; and (iv) the adoption and approval of a proposal for the adjournment of the SPAC Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (iv) together, the “Transaction Proposals”); provided, that SPAC may adjourn the SPAC Stockholders Meeting (and SPAC shall adjourn the meeting in increments of not more than ten (10) Business Days but in no event more than thirty (30) Business Days in the aggregate if an adjournment is reasonably requested by the Company in writing (in each case, such later date requested by the Company, the “Requested Date”)) (A) to solicit additional proxies for the purpose of obtaining the SPAC Stockholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that SPAC 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 SPAC Stockholders prior to the SPAC Stockholders Meeting or (D) if the holders of SPAC Shares have elected to redeem a number of SPAC Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided further that, without the consent of the Company, in no event shall SPAC adjourn the SPAC Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Termination Date. The SPAC Board Recommendation shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, SPAC covenants that none of the SPAC Board or SPAC nor any committee of the SPAC Board shall change, withdraw, withhold or modify, or propose publicly or by formal action of the SPAC Board, any committee of the SPAC Board or SPAC to change, withdraw, withhold or modify the SPAC Board Recommendation or any other recommendation by the SPAC Board or SPAC of the proposals set forth in the Registration Statement / Proxy Statement (a “SPAC Change in Recommendation”).