Common use of Special Meeting Clause in Contracts

Special Meeting. (i) Acquiror shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of Acquiror, as promptly as practicable following the earlier to occur of: (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; and (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “SEC Clearance Date”). (ii) Promptly following the SEC Clearance Date, Acquiror shall: (a) (i) take all action necessary under applicable Law and the Acquiror Organizational Documents and Nasdaq listing rules to set a record date for, call, give notice of, convene and hold a meeting of the stockholders of Acquiror (the “Special Meeting”) for a date no later than thirty (30) Business Days following the SEC Clearance Date, and (ii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals, and (b) provide its stockholders with the opportunity to elect to effect an Acquiror Stockholder Redemption. Acquiror shall, through the Acquiror Board, recommend to its stockholders the (A) amendment and restatement of the Acquiror Organizational Documents, including any separate or unbundled proposals as are required to implement the foregoing, (B) the adoption and approval of this Agreement and the Transactions in accordance with applicable Law and exchange rules and regulations, (C) approval of the issuance of shares of Acquiror Class A Common Stock and Acquiror Preferred Stock as contemplated by this Agreement and in connection with the PIPE Investment, (D) approval of the adoption by Acquiror of the Incentive Equity Plan described in Section 7.06, (E) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement or correspondence related thereto, (F) adoption and approval of any other proposals as reasonably agreed to by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (G) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (G), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement, with such changes as mutually agreed to by the Parties. (iii) Acquiror may only adjourn the Special Meeting (A) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (B) for the absence of a quorum and (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Acquiror prior to the Special Meeting; provided, that the Special Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Termination Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Special Meeting, as required by Acquiror Organizational Documents. (iv) Notwithstanding the foregoing, at any time prior to, but not after, obtaining approval of the Transaction Proposals, solely in response to an Acquiror Intervening Event, the Acquiror Board may fail to make, amend, change, withdraw, modify, withhold or qualify the Acquiror Board Recommendation (any such action, a “Change in Recommendation”) if the Acquiror Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, a failure to make a Change in Recommendation would result in a breach of its fiduciary duties under applicable Law; provided that the Acquiror Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation until (A) Acquiror delivers to the Company a written notice (an “Acquiror Intervening Event Notice”) advising the Company that the Acquiror Board proposes to take such action and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred, (B) until 5:00 p.m., Eastern Time, on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that any material development with respect to an Acquiror Intervening Event shall require a new notice but with an additional two-Business Day (instead of three-Business Day) period from the date of such notice), the “Acquiror Intervening Event Notice Period”), Acquiror and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company during the Acquiror Intervening Event Notice Period to the terms and conditions of this Agreement as would enable Acquiror to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (C) if the Company requested negotiations in accordance with the foregoing clause (B), Acquiror may make a Change in Recommendation only if the Acquiror Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the three-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by Acquiror (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make an Change in Recommendation would result in a breach of its fiduciary duties under applicable Law. For the avoidance of doubt, a Change in Recommendation will not affect Acquiror’s obligations pursuant to this Section 8.02 (other than as set forth in the immediately preceding sentence) or elsewhere in this Agreement.

Special Meeting. (i) Acquiror shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of AcquirorParent shall, as promptly as practicable following the earlier to occur of: date the Registration Statement is declared effective, (Ai) in cause the event the preliminary Proxy Statement is not reviewed by to be disseminated to the SECholders of Parent Common Stock in compliance with applicable Legal Requirements, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; and (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “SEC Clearance Date”). (ii) Promptly following the SEC Clearance Date, Acquiror shall: (a) (i) take all action necessary under applicable Law duly call and the Acquiror Organizational Documents and Nasdaq listing rules to set a record date for, call, give notice of, convene and hold of a meeting of the Parent’s stockholders of Acquiror (the “Special Meeting”) for a date no later than thirty (30) Business Days that is as soon as practicable following the SEC Clearance Datedate on which the Registration Statement is declared effective, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and (ii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals, and (b) provide providing its stockholders with the opportunity to elect to effect an Acquiror redeem shares of Parent Class A Common Stock (the “Parent Stockholder Redemption”) in accordance with Parent’s Organizational Documents. Acquiror Parent shall, through the Acquiror Parent Board, recommend to its stockholders the holders of Parent Common Stock (A) amendment and restatement of the Acquiror Organizational Documents, including any separate or unbundled proposals as are required to implement the foregoing, “Parent Recommendation”): (B1) the adoption and approval of this Agreement and the Transactions in accordance with applicable Law and exchange rules and regulations, (C) approval of the Transactions; (2) the issuance of shares of Acquiror Class A Common Stock and Acquiror Preferred Stock as contemplated by this Agreement and in connection with the PIPE Investment, (D) approval of the adoption by Acquiror of the Incentive Equity Plan described in Section 7.06, (E) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement or correspondence related thereto, (F) adoption and approval of any other proposals as reasonably agreed to by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (G) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (G), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement, with such changes as mutually agreed to by the Parties. (iii) Acquiror may only adjourn the Special Meeting (A) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (B) for the absence of a quorum and (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Acquiror prior to the Special Meeting; provided, that the Special Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Termination Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Parent Common Stock in connection with the Special Meeting, Merger; (3) the approval of the Parent Third A&R Certificate of Incorporation (as required the same may be subsequently amended by Acquiror Organizational Documents. (iv) Notwithstanding mutual written agreement of the foregoing, Company and Parent at any time prior to, but not after, obtaining to the effectiveness of the Registration Statement); (4) the approval of the Transaction Proposalsadoption of the New Parent Incentive Equity Plan; (5) election of directors to the Parent Board; and (6) any other proposals the Parties deem necessary or desirable to consummate the Transactions (clauses (1) through (6), solely in response to an Acquiror Intervening Eventcollectively, the Acquiror “Parent Stockholder Matters”). Without the prior written consent of the Stockholder Representative and the Company (each such consent not to be unreasonably withheld, conditioned or delayed), the Parent Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the holders of Parent Common Stock at the Special Meeting. Parent shall include the Parent Recommendation in the Proxy Statement. The Parent Board may fail to make, amend, shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, withhold or publicly propose to change, withdraw, withhold, qualify or modify, the Acquiror Board Parent Recommendation (any such action, a “Change in Recommendation”) ); provided, that the Parent Board may make a Change in Recommendation if the Acquiror Board shall have determined it determines in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, that a failure to make a Change in Recommendation would result in constitute a breach of its the Parent Board’s fiduciary duties obligations to Parent’s stockholders under applicable Law; provided Legal Requirements. Parent agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the Acquiror Board will Special Meeting for the purpose of seeking approval of the Parent Stockholder Matters shall not be entitled to make, or agree or resolve to make, a Change in Recommendation until (A) Acquiror delivers to the Company a written notice (an “Acquiror Intervening Event Notice”) advising the Company that the Acquiror Board proposes to take such action and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred, (B) until 5:00 p.m., Eastern Time, on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that affected by any material development with respect to an Acquiror Intervening Event shall require a new notice but with an additional two-Business Day (instead of three-Business Day) period from the date of such notice), the “Acquiror Intervening Event Notice Period”), Acquiror and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company during the Acquiror Intervening Event Notice Period to the terms and conditions of this Agreement as would enable Acquiror to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (C) if Parent agrees to duly call, give notice of, convene and hold the Company requested negotiations in accordance with Special Meeting and submit for the foregoing clause (Bapproval of its stockholders the matters contemplated by the Proxy Statement as contemplated by this Section 6.1(b), Acquiror may make a regardless of whether or not there shall have occurred any Change in Recommendation only if Recommendation. Notwithstanding anything to the Acquiror Boardcontrary contained in this Agreement, after considering Parent shall be entitled to postpone or adjourn the Special Meeting (A) to ensure that any supplement or amendment to the Proxy Statement that the Parent Board has determined in good faith any revisions is required by applicable Legal Requirements is disclosed to Parent’s stockholders and for such supplement or adjustments amendment to the terms and conditions of this Agreement that the Company shall have, be promptly disseminated to Parent’s stockholders prior to the expiration Special Meeting; (B) if, as of the three-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by Acquiror time for which the Special Meeting is originally scheduled (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make an Change in Recommendation would result in a breach of its fiduciary duties under applicable Law. For the avoidance of doubt, a Change in Recommendation will not affect Acquiror’s obligations pursuant to this Section 8.02 (other than as set forth in the immediately preceding sentenceProxy Statement), there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Special Meeting; or (C) in order to solicit additional proxies from stockholders for purposes of obtaining approval of the Parent Stockholder Matters; provided, that in the event of a postponement or adjournment pursuant to clauses (A) or elsewhere (B) above, the Special Meeting shall be reconvened as promptly as practicable following such time as the matters described in this Agreementsuch clauses have been resolved.

Special Meeting. (ia) Acquiror shall file Subject to the definitive Proxy Statement terms of this Agreement, Adenyo agrees to convene and hold the Special Meeting in accordance with the SEC Interim Order, the Articles and cause the Proxy Statement to be mailed to its stockholders by-laws of record, Adenyo and Applicable Law as of the record date to be established by the board of directors of Acquiror, as promptly soon as practicable following the earlier date hereof, with a targeted date of April 5, 2011 (or earlier), and, other than in accordance with this Agreement, shall not propose to occur of: adjourn or postpone or cancel or fail to hold the Special Meeting without the prior written consent of Canadian Buyer or Parent except as required for quorum purposes (Ain which case the Special Meeting shall be adjourned and not cancelled) in the event the preliminary Proxy Statement is not reviewed or by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; and (B) in the event the preliminary Proxy Statement is reviewed Applicable Law or by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “SEC Clearance Date”)a Governmental Authority. (iib) Promptly following Subject to the SEC Clearance Dateterms of this Agreement, Acquiror shall: (a) (i) take all action necessary under applicable Law and the Acquiror Organizational Documents and Nasdaq listing rules Adenyo will use commercially reasonable efforts to set a record date for, call, give notice of, convene and hold a meeting solicit proxies in favour of the stockholders of Acquiror (the “Special Meeting”) for a date no later than thirty (30) Business Days following the SEC Clearance Date, and (ii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each approval of the Transaction Proposals, and (b) provide its stockholders with the opportunity to elect to effect an Acquiror Stockholder Redemption. Acquiror shall, through the Acquiror Board, recommend to its stockholders the (A) amendment and restatement of the Acquiror Organizational Documents, including any separate or unbundled proposals as are required to implement the foregoing, (B) the adoption and approval of this Agreement and the Transactions Arrangement Resolution in accordance with applicable Law the terms of the Circular, and exchange rules and regulations, (C) take all other commercially reasonable actions that are reasonably necessary or desirable to seek the approval of the issuance of shares of Acquiror Class A Common Stock and Acquiror Preferred Stock as contemplated Arrangement by this Agreement and in connection with the PIPE Investment, Shareholders. (Dc) approval Adenyo will give notice to Buyers of the adoption by Acquiror Special Meeting and, subject to the terms of the Incentive Equity Plan described in Section 7.06Interim Order, (E) adoption allow the representatives and approval legal counsel of any other proposals as Buyers and Parent to attend the SEC (or staff member thereof) may indicate are necessary in its comments Special Meeting. Buyers and Parent shall provide Adenyo with a list of such attendees within a reasonable period of time prior to the Proxy Statement or correspondence related theretoSpecial Meeting. (d) Until such time as sufficient proxies have been received in support of the Arrangement Resolution to ensure Shareholder Approval of the Arrangement Resolution, Adenyo will advise Buyers promptly following any reasonable request for same (Fwhich, prior to the date that is ten (10) adoption and approval of any other proposals as reasonably agreed days prior to by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (G) adjournment date of the Special Meeting, if necessaryshall not be more than once in any 48 hour period), as to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any the aggregate tally of the foregoing (such proposals proxies received by Adenyo in (A) through (G), together, respect of the “Transaction Proposals”), and include such recommendation in the Proxy Statement, with such changes as mutually agreed to by the PartiesArrangement Resolution. (iiie) Acquiror may only adjourn the Special Meeting (A) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (B) for the absence of a quorum and (C) to allow reasonable additional time for the filing or mailing Adenyo will promptly advise Buyers of any supplemental written notice of dissent or amended disclosure that Acquiror has determined purported exercise by any Shareholder of Dissent Rights received by Adenyo in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Acquiror prior relation to the Special Meeting; providedArrangement Resolution and any withdrawal of Dissent Rights received by Adenyo and, that the Special Meeting (x) may not be adjourned subject to a date that is more than fifteen (15) days after the date for which the Special Meeting was originally scheduled (excluding Applicable Law, any adjournments required written communications sent by applicable Law) and (y) shall not be held later than three (3) Business Days prior or on behalf of Adenyo to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Termination Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with Arrangement Resolution. (f) Adenyo shall, at the Special Meeting, as required by Acquiror Organizational Documents. (iv) Notwithstanding the foregoing, at any time prior to, but not after, obtaining approval of the Transaction Proposals, solely in response to an Acquiror Intervening Event, the Acquiror Board may fail to make, amend, change, withdraw, modify, withhold or qualify the Acquiror Board Recommendation (any such action, a “Change in Recommendation”) if the Acquiror Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, a failure to make a Change in Recommendation would result in a breach of its fiduciary duties under applicable Law; provided that the Acquiror Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation until (A) Acquiror delivers to the Company a written notice (an “Acquiror Intervening Event Notice”) advising the Company that the Acquiror Board proposes to take such action and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred, (B) until 5:00 p.m., Eastern Time, on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that any material development with respect to an Acquiror Intervening Event shall require a new notice but with an additional two-Business Day (instead of three-Business Day) period from the date of such notice), the “Acquiror Intervening Event Notice Period”), Acquiror and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company during the Acquiror Intervening Event Notice Period to the terms and conditions of this Agreement as would enable Acquiror to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (C) if the Company requested negotiations in accordance with the foregoing clause (B)Articles and by-laws of Adenyo and Applicable Law, Acquiror may make a Change in Recommendation only if including the Acquiror BoardCBCA, after considering in good faith any revisions or adjustments obtain the requisite shareholder approvals to confirm the by-laws of Adenyo and elect directors to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the three-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by Acquiror (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make an Change in Recommendation would result in a breach of its fiduciary duties under applicable Law. For the avoidance of doubt, a Change in Recommendation will not affect Acquiror’s obligations pursuant to this Section 8.02 (other than as set forth in the immediately preceding sentence) or elsewhere in this AgreementBoard.

Special Meeting. (i) Acquiror shall file the definitive Proxy Statement SPAC will take, in accordance with the SEC applicable Law, Nasdaq rules and cause the Proxy Statement to be mailed to its stockholders of recordOrganizational Documents, as of the record date to be established by the board of directors of Acquiror, as promptly as practicable following the earlier to occur of: (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; and (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “SEC Clearance Date”). (ii) Promptly following the SEC Clearance Date, Acquiror shall: (a) (i) take all action necessary under applicable Law and the Acquiror Organizational Documents and Nasdaq listing rules to set a record date for, call, give notice of, duly convene and hold a meeting of the its stockholders of Acquiror (as adjourned or postponed, the “Special Meeting”) for as promptly as reasonably practicable after the Proxy Clearance Date (and will establish a record date no later than thirty (30) Business Days following for, give notice of and commence the SEC mailing of the Proxy Statement to the stockholders of SPAC as promptly as practicable after the Proxy Clearance Date), to (i) consider and vote upon the approval of the SPAC Stockholder Matters and to cause such vote to be taken and (ii) solicit proxies from the holders provide stockholders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals, and (b) provide its stockholders SPAC with the opportunity to elect to effect an Acquiror a SPAC Stockholder Redemption. Acquiror shallSPAC shall postpone or adjourn such meeting on each and every occasion if (x) a postponement or adjournment is required by Law, through the Acquiror Board, recommend to its stockholders the (Ay) amendment and restatement as of the Acquiror Organizational Documents, including any separate or unbundled proposals time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement) there are required to implement the foregoing, (B) the adoption and approval of this Agreement and the Transactions in accordance with applicable Law and exchange rules and regulations, (C) approval of the issuance of insufficient shares of Acquiror Class A SPAC Common Stock represented (either in person or by proxy) and Acquiror Preferred Stock as contemplated by this Agreement and in connection with voting to approve the PIPE Investment, (D) approval of SPAC Stockholder Matters or to constitute a quorum necessary to conduct the adoption by Acquiror of the Incentive Equity Plan described in Section 7.06, (E) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement or correspondence related thereto, (F) adoption and approval of any other proposals as reasonably agreed to by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (G) adjournment business of the Special Meeting, if necessaryor (z) SPAC or the Company determines the payments for the SPAC Stockholder Redemption could reasonably be expected to cause the conditions in Section 9.01 to not be satisfied at the Closing; provided, however, in no event shall SPAC be required to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any adjourn or postpone the Special Meeting more than six weeks from the initial date of the foregoing (such proposals in (A) through (G), together, the “Transaction Proposals”), and include such recommendation Special Meeting set forth in the Proxy Statement. SPAC shall, with such changes as mutually agreed to by following the Parties. (iii) Acquiror may only adjourn the Special Meeting (A) Proxy Clearance Date, use its commercially reasonable efforts to solicit additional from its stockholders proxies for in favor of the purpose of obtaining SPAC Stockholder Matters and shall include in the Acquiror Stockholder Approval, (B) for Proxy Statement the absence of a quorum and (C) to allow reasonable additional time for SPAC Board Recommendation. SPAC shall keep the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Acquiror prior Company reasonably informed regarding all matters relating to the Special Meeting; provided, that the Special Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments required by applicable Law) SPAC Stockholder Matters and (y) shall not be held later than three (3) Business Days prior to the Termination Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Special Meeting, as required including by Acquiror Organizational Documents. (iv) promptly furnishing any voting or proxy solicitation reports received by SPAC in respect of such matters and similar updates regarding any redemptions. Notwithstanding the foregoing, if at any time prior to, but not after, obtaining approval of the Transaction Proposals, solely in response to an Acquiror Intervening EventSPAC Stockholder Matters, the Acquiror SPAC Board determines that a Company Material Adverse Effect has occurred, the SPAC Board may fail make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if a failure to makedo so would, amendupon the advice of counsel, change, withdraw, modify, withhold or qualify the Acquiror Board Recommendation reasonably be expected to constitute a breach of its fiduciary duties to SPAC’s stockholders under applicable Law (any such action, a “Change in Recommendation”) if the Acquiror Board ). SPAC shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, a failure to make a Change in Recommendation would result in a breach of its fiduciary duties under applicable Law; provided that the Acquiror Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation until (A) Acquiror delivers to immediately notify the Company a written notice (an “Acquiror Intervening Event Notice”) advising the Company that the Acquiror Board proposes in writing of any determination to take such action and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred, (B) until 5:00 p.m., Eastern Time, on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that any material development with respect to an Acquiror Intervening Event shall require a new notice but with an additional two-Business Day (instead of three-Business Day) period from the date of such notice), the “Acquiror Intervening Event Notice Period”), Acquiror and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company during the Acquiror Intervening Event Notice Period to the terms and conditions of this Agreement as would enable Acquiror to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (C) if the Company requested negotiations in accordance with the foregoing clause (B), Acquiror may make a . SPAC agrees that its obligations under this Agreement shall not be affected by any Change in Recommendation only if the Acquiror Boardand, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the three-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by Acquiror (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make an Change in Recommendation would result in a breach of its fiduciary duties under applicable Law. For for the avoidance of doubt, it agrees (A) that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the SPAC Stockholder Matters shall not be affected by any Change in Recommendation will not affect Acquiror’s obligations pursuant or other intervening event or circumstance and (B) to this Section 8.02 (other than as set forth establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of its stockholders the SPAC Stockholder Matters, in the immediately preceding sentence) or elsewhere each case in accordance with this Agreement, regardless of any Change in Recommendation or other intervening event or circumstance.

Special Meeting. (i) Acquiror shall file the definitive Proxy Statement will take, in accordance with the SEC and cause the Proxy Statement to be mailed to its stockholders of recordapplicable Law, NYSE or NASDAQ rules, as of the record date to be established by the board of directors of Acquirorapplicable, as promptly as practicable following the earlier to occur of: (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; and (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “SEC Clearance Date”). (ii) Promptly following the SEC Clearance Date, Acquiror shall: (a) (i) take all action necessary under applicable Law and the Acquiror Organizational Documents and Nasdaq listing rules Documents, all action necessary to set a record date for, call, give notice of, duly convene and hold a an extraordinary general meeting of the stockholders of Acquiror its shareholders (the “Special Meeting”) for as promptly as reasonably practicable after the Registration Statement is declared effective (and will establish a record date no later than thirty for, give notice of and commence the mailing of the Proxy Statement/Prospectus to the shareholders of Acquiror as promptly as practicable after the effective date of the Registration Statement), to (30i) Business Days following consider and vote upon the SEC Clearance Date, approval of the Acquiror Shareholder Matters and to cause such vote to be taken and (ii) solicit proxies from the holders provide shareholders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals, and (b) provide its stockholders with the opportunity to elect to effect an Acquiror Stockholder Shareholder Redemption. Acquiror shallmay only elect to postpone or adjourn such meeting if (x) a postponement or adjournment is required by Law, through (y) as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Pre-Domestication Acquiror Ordinary Shares and Pre-Domestication Acquiror Class B Shares represented (either in person or by proxy) and voting to approve the Acquiror Board, recommend Shareholder Matters or to its stockholders constitute a quorum necessary to conduct the (A) amendment and restatement of the Acquiror Organizational Documents, including any separate or unbundled proposals as are required to implement the foregoing, (B) the adoption and approval of this Agreement and the Transactions in accordance with applicable Law and exchange rules and regulations, (C) approval of the issuance of shares of Acquiror Class A Common Stock and Acquiror Preferred Stock as contemplated by this Agreement and in connection with the PIPE Investment, (D) approval of the adoption by Acquiror of the Incentive Equity Plan described in Section 7.06, (E) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement or correspondence related thereto, (F) adoption and approval of any other proposals as reasonably agreed to by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (G) adjournment business of the Special Meeting, if necessaryor (z) Acquiror determines the payments for the Acquiror Shareholder Redemption could reasonably be expected to cause the conditions in Section 9.01(g) to not be satisfied at the Closing. Acquiror shall, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any following the effective date of the foregoing (such proposals Registration Statement, use its reasonable best efforts to solicit from its shareholders proxies in (A) through (G), together, favor of the “Transaction Proposals”), Acquiror Shareholder Matters and shall include such recommendation in the Proxy Statement, with such changes as mutually agreed to by the Parties. (iii) Acquiror may only adjourn the Special Meeting (A) to solicit additional proxies for the purpose of obtaining /Prospectus the Acquiror Stockholder ApprovalBoard Recommendation. The Acquiror Board shall not (and no committee or subgroup thereof shall) change, (B) for withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the absence of a quorum and (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Acquiror prior to the Special MeetingBoard Recommendation; provided, that the Special Meeting (x) Parties shall cooperate with Acquiror in good faith to make any public filings or disclosures as may not be adjourned necessary pursuant to a date that is more than fifteen (15) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments required by applicable Law) . Acquiror shall keep ZF and (y) shall not be held later than three (3) Business Days prior IDX reasonably informed regarding all matters relating to the Termination Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with Shareholder Matters and the Special Meeting, as required including by promptly furnishing any voting or proxy solicitation reports received by Acquiror Organizational Documents. (iv) in respect of such matters and similar updates regarding any redemptions. Notwithstanding anything in this Agreement to the foregoingcontrary, at any time prior to, but not after, obtaining approval nothing in this Agreement shall limit the right of the Transaction Proposals, solely in response to an Acquiror Intervening Event, the Acquiror Board may fail to make, amend, change, withdraw, modify, withhold or qualify the Acquiror Board Recommendation (any such action, a “Change in Recommendation”) if the Acquiror Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, a failure to make a Change in Recommendation would result in a breach of communications to its shareholders that it has determined are required to comply with Law or its fiduciary duties under applicable Law; provided that the Acquiror Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation until (A) Acquiror delivers to the Company a written notice (an “Acquiror Intervening Event Notice”) advising the Company that the Acquiror Board proposes to take such action and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred, (B) until 5:00 p.m., Eastern Time, on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that any material development with respect to an Acquiror Intervening Event shall require a new notice but with an additional two-Business Day (instead of three-Business Day) period from the date of such notice), the “Acquiror Intervening Event Notice Period”), Acquiror and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company during the Acquiror Intervening Event Notice Period to the terms and conditions of this Agreement as would enable Acquiror to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (C) if the Company requested negotiations in accordance with the foregoing clause (B), Acquiror may make a Change in Recommendation only if the Acquiror Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the three-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by Acquiror (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make an Change in Recommendation would result in a breach of its fiduciary duties under applicable Law. For the avoidance of doubt, a Change in Recommendation will not affect Acquiror’s obligations pursuant to this Section 8.02 (other than as set forth in the immediately preceding sentence) or elsewhere in this Agreementduties.

Special Meeting. (i) Acquiror shall file Provided that the definitive Proxy Statement Company complies in all material respects with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of Acquiror, as promptly as practicable following the earlier to occur of: (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) obligations under the Exchange Act; and (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “SEC Clearance Date”). (ii) Promptly following the SEC Clearance DateSection 6.04 hereof, Acquiror shall: (a) (i) take all action necessary under will use its reasonable best efforts to take, in accordance with applicable Law Law, NASDAQ rules and the Acquiror Organizational Documents and Nasdaq listing rules Documents, all action necessary to set a record date for, duly call, give notice of, convene and hold a meeting of the its stockholders of Acquiror (the “Special Meeting”) for a date as promptly as reasonably practicable after the Proxy Clearance Date (but in no event later than thirty (30) Business Days following after the SEC Proxy Clearance Date) (and will disseminate the Proxy Statement to the stockholders of Acquiror as promptly as practicable after the Proxy Clearance Date), to (i) consider and vote upon the approval of the Acquiror Stockholder Matters and to cause such vote to be taken and (ii) solicit proxies from provide the holders stockholders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals, and (b) provide its stockholders with the opportunity to elect to effect an Acquiror Stockholder Redemption. Acquiror shallmay only elect (in consultation with the Company) to postpone or adjourn such meeting if (x) a postponement or adjournment is required by Law, through the Acquiror Board, recommend to its stockholders the (Ay) amendment and restatement as of the Acquiror Organizational Documents, including any separate or unbundled proposals as are required to implement the foregoing, (B) the adoption and approval of this Agreement and the Transactions in accordance with applicable Law and exchange rules and regulations, (C) approval of the issuance of shares of Acquiror Class A Common Stock and Acquiror Preferred Stock as contemplated by this Agreement and in connection with the PIPE Investment, (D) approval of the adoption by Acquiror of the Incentive Equity Plan described in Section 7.06, (E) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement or correspondence related thereto, (F) adoption and approval of any other proposals as reasonably agreed to by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (G) adjournment of time for which the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing Meeting is originally scheduled (such proposals in (A) through (G), together, the “Transaction Proposals”), and include such recommendation as set forth in the Proxy Statement, with such changes as mutually agreed ) there are insufficient shares of Acquiror Common Stock represented (either in person or by proxy) and voting to by approve the Parties. (iii) Acquiror may only adjourn Stockholder Matters or to constitute a quorum necessary to conduct the business of the Special Meeting or (Az) a postponement or adjournment is required to solicit additional proxies for the purpose of obtaining the Required Acquiror Stockholder Approval, ; provided that such meeting (B) for the absence of a quorum and (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Acquiror prior to the Special Meeting; provided, that the Special Meeting (xI) may not be adjourned to a date that is more than fifteen five (155) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments except to the extent required by applicable Law) and (yII) shall not be held later than three (3) Business Days prior to the Termination Date. Acquiror agrees that it shall provide shall, following the holders Proxy Clearance Date, use its reasonable best efforts to take all actions necessary (in its discretion or at the request of shares the Company) to obtain the approval of the Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with Stockholder Matters at the Special Meeting, including as required such Special Meeting may be adjourned or postponed in accordance with this Agreement, including by Acquiror Organizational Documents. (iv) Notwithstanding the foregoing, at any time prior to, but not after, obtaining approval soliciting from its stockholders proxies in favor of the Transaction Proposals, solely Acquiror Stockholder Matters and including in response to an Acquiror Intervening Event, the Proxy Statement the Acquiror Board may fail Recommendation. Each party shall keep the other party reasonably informed regarding all matters relating to make, amend, change, withdraw, modify, withhold or qualify the Acquiror Board Recommendation (Stockholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by such action, a “Change party in Recommendation”) if the Acquiror Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, a failure to make a Change in Recommendation would result in a breach of its fiduciary duties under applicable Law; provided that the Acquiror Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation until (A) Acquiror delivers to the Company a written notice (an “Acquiror Intervening Event Notice”) advising the Company that the Acquiror Board proposes to take such action and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred, (B) until 5:00 p.m., Eastern Time, on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that any material development with respect to an Acquiror Intervening Event shall require a new notice but with an additional two-Business Day (instead of three-Business Day) period from the date of such notice), the “Acquiror Intervening Event Notice Period”), Acquiror matters and its Representatives shall have negotiated in good faith with the Company and its Representatives similar updates regarding any revisions or adjustments proposed by the Company during the Acquiror Intervening Event Notice Period to the terms and conditions of this Agreement as would enable Acquiror to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (C) if the Company requested negotiations in accordance with the foregoing clause (B), Acquiror may make a Change in Recommendation only if the Acquiror Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the three-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by Acquiror (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make an Change in Recommendation would result in a breach of its fiduciary duties under applicable Law. For the avoidance of doubt, a Change in Recommendation will not affect Acquiror’s obligations pursuant to this Section 8.02 (other than as set forth in the immediately preceding sentence) or elsewhere in this AgreementStockholder Redemptions.

Special Meeting. (i) Acquiror shall file the definitive Proxy Statement will take, in accordance with the SEC and cause the Proxy Statement to be mailed to its stockholders of recordapplicable Law, as of the record date to be established by the board of directors of Acquiror, as promptly as practicable following the earlier to occur of: (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; and (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “SEC Clearance Date”). (ii) Promptly following the SEC Clearance Date, Acquiror shall: (a) (i) take all action necessary under applicable Law Nasdaq rules and the Acquiror Organizational Documents and Nasdaq listing rules Documents, all action necessary to set a record date for, call, give notice of, duly convene and hold a meeting of the stockholders of Acquiror its shareholders (the “Special Meeting”) for as promptly as reasonably practicable after the Proxy Clearance Date (and will establish a record date no later than thirty (30) Business Days following for, give notice of and commence the SEC mailing of the Proxy Statement to the stockholders of Acquiror as promptly as practicable after the Proxy Clearance Date), to (i) consider and vote upon the approval of the Acquiror Stockholder Matters and to cause such vote to be taken and (ii) solicit proxies from the holders provide stockholders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals, and (b) provide its stockholders with the opportunity to elect to effect an Acquiror Stockholder Redemption. Acquiror shallmay only elect to postpone or adjourn such meeting if (w) a postponement or adjournment is required by Law, through the Acquiror Board, recommend to its stockholders the (Ax) amendment and restatement as of the Acquiror Organizational Documents, including any separate or unbundled proposals time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement) there are required to implement the foregoing, (B) the adoption and approval of this Agreement and the Transactions in accordance with applicable Law and exchange rules and regulations, (C) approval of the issuance of insufficient shares of Acquiror Class A Common Stock represented (either in person or by proxy) and voting to approve the Acquiror Preferred Stock as contemplated by this Agreement and in connection with Stockholder Matters or to constitute a quorum necessary to conduct the PIPE Investment, (D) approval of the adoption by Acquiror of the Incentive Equity Plan described in Section 7.06, (E) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement or correspondence related thereto, (F) adoption and approval of any other proposals as reasonably agreed to by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (G) adjournment business of the Special Meeting, if necessary(y) Acquiror determines the payments for the Acquiror Stockholder Redemption could reasonably be expected to cause the conditions in Section 9.03(d) to not be satisfied at the Closing, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any or (z) with the prior consent of the foregoing Company Parties (such proposals in (A) through (Gwhich shall not be unreasonably withheld, conditioned, or delayed), togetherif additional time is otherwise necessary to cause the conditions to Closing to occur. Acquiror shall, following the “Transaction Proposals”)Proxy Clearance Date, use its reasonable best efforts to solicit from its stockholders proxies in favor of the Acquiror Stockholder Matters and shall include such recommendation in the Proxy Statement, with such changes as mutually agreed Statement the recommendation of the Acquiror Board to by the Parties. (iii) Acquiror may only adjourn the Special Meeting (A) to solicit additional proxies for the purpose vote in favor of obtaining each of the Acquiror Stockholder Approval, (B) for Matters. Acquiror shall keep the absence of a quorum and (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Acquiror prior Company Parties reasonably informed regarding all matters relating to the Special Meeting; provided, that the Special Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments required by applicable Law) Acquiror Stockholder Matters and (y) shall not be held later than three (3) Business Days prior to the Termination Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Special Meeting, as required including by promptly furnishing any voting or proxy solicitation reports received by Acquiror Organizational Documents. (iv) Notwithstanding the foregoing, at any time prior to, but not after, obtaining approval of the Transaction Proposals, solely in response to an Acquiror Intervening Event, the Acquiror Board may fail to make, amend, change, withdraw, modify, withhold or qualify the Acquiror Board Recommendation (any such action, a “Change in Recommendation”) if the Acquiror Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, a failure to make a Change in Recommendation would result in a breach of its fiduciary duties under applicable Law; provided that the Acquiror Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation until (A) Acquiror delivers to the Company a written notice (an “Acquiror Intervening Event Notice”) advising the Company that the Acquiror Board proposes to take such action and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred, (B) until 5:00 p.m., Eastern Time, on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that any material development with respect to an Acquiror Intervening Event shall require a new notice but with an additional two-Business Day (instead of three-Business Day) period from the date of such notice), the “Acquiror Intervening Event Notice Period”), Acquiror matters and its Representatives shall have negotiated in good faith with the Company and its Representatives similar updates regarding any revisions or adjustments proposed by the Company during the Acquiror Intervening Event Notice Period to the terms and conditions of this Agreement as would enable Acquiror to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (C) if the Company requested negotiations in accordance with the foregoing clause (B), Acquiror may make a Change in Recommendation only if the Acquiror Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the three-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by Acquiror (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make an Change in Recommendation would result in a breach of its fiduciary duties under applicable Law. For the avoidance of doubt, a Change in Recommendation will not affect Acquiror’s obligations pursuant to this Section 8.02 (other than as set forth in the immediately preceding sentence) or elsewhere in this Agreementredemptions.

Special Meeting. (i) Acquiror shall file the definitive Proxy Statement will take, in accordance with the SEC applicable Law, NYSE rules and cause the Proxy Statement to be mailed to its stockholders of recordOrganizational Documents, as of the record date to be established by the board of directors of Acquiror, as promptly as practicable following the earlier to occur of: (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; and (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “SEC Clearance Date”). (ii) Promptly following the SEC Clearance Date, Acquiror shall: (a) (i) take all action necessary under applicable Law and the Acquiror Organizational Documents and Nasdaq listing rules to set a record date for, call, give notice of, duly convene and hold a meeting of the stockholders of Acquiror its shareholders (the “Special Meeting”) for as promptly as reasonably practicable after the Proxy Clearance Date (and will establish a record date no later than thirty (30) Business Days following for, give notice of and commence the SEC mailing of the Proxy Statement / Prospectus to the stockholders of Acquiror as promptly as practicable after the Proxy Clearance Date), to (i) consider and vote upon the approval of the Acquiror Stockholder Matters and to cause such vote to be taken and (ii) solicit proxies from the holders provide stockholders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals, and (b) provide its stockholders with the opportunity to elect to effect an a Acquiror Stockholder Share Redemption. Acquiror shallmay only elect to postpone or adjourn such meeting if (x) a postponement or adjournment is required by Law, through the Acquiror Board, recommend to its stockholders the (Ay) amendment and restatement as of the Acquiror Organizational Documents, including any separate or unbundled proposals time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement / Prospectus) there are required to implement the foregoing, (B) the adoption and approval of this Agreement and the Transactions in accordance with applicable Law and exchange rules and regulations, (C) approval of the issuance of insufficient shares of Acquiror Class A Common Stock represented (either in person or by proxy) and voting to approve the Acquiror Preferred Stock as contemplated by this Agreement and in connection with Stockholder Matters or to constitute a quorum necessary to conduct the PIPE Investment, (D) approval of the adoption by Acquiror of the Incentive Equity Plan described in Section 7.06, (E) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement or correspondence related thereto, (F) adoption and approval of any other proposals as reasonably agreed to by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (G) adjournment business of the Special Meeting, if necessaryor (z) Acquiror determines the payments for the Acquiror Share Redemption could reasonably be expected to cause the conditions in Section 9.03(d) to not be satisfied at the Closing. Acquiror shall, following the Proxy Clearance Date, use its reasonable best efforts to permit further solicitation of solicit from its stockholders proxies because there are not sufficient votes to approve and adopt any in favor of the foregoing (such proposals in (A) through (G), together, the “Transaction Proposals”), Acquiror Stockholder Matters and shall include such recommendation in the Proxy Statement, with such changes as mutually agreed Statement / Prospectus the Acquiror Board Recommendation. Acquiror shall keep the Company Parties reasonably informed regarding all matters relating to by the Parties. (iii) Acquiror may only adjourn the Special Meeting (A) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (B) for the absence of a quorum Matters and (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Acquiror prior to the Special Meeting; provided, that the Special Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Termination Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Special Meeting, as required including by promptly furnishing any voting or proxy solicitation reports received by Acquiror Organizational Documentsin respect of such matters and similar updates regarding any redemptions. (ivii) Notwithstanding the foregoing, at any time prior to, but not after, obtaining approval of the Transaction ProposalsAcquiror Stockholder Matters, solely in response to an Acquiror Intervening Event, the Acquiror Board may fail to make, amend, change, withdraw, modify, withhold or qualify the Acquiror Board Recommendation (any such action, a “Change in Recommendation”) if the Acquiror Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, a failure to make a Change in Recommendation would result in a breach of violate its fiduciary duties under applicable Law; provided provided, that the Acquiror Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation until (A) Acquiror delivers to the Company Parties a written notice (an “Acquiror Intervening Event Notice”) advising the Company Parties that the Acquiror Board proposes to take such action and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred, (B) until 5:00 p.m., Eastern Time, on the third fifth Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the third fifth Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that any material development with respect to an Acquiror Intervening Event shall require a new notice but with an additional twothree-Business Day (instead of threefive-Business Day) period from the date of such notice), the “Acquiror Intervening Event Notice Period”), Acquiror and its Representatives shall have negotiated in good faith with the Company BB and its Representatives regarding any revisions or adjustments proposed by the Company BB during the Acquiror Intervening Event Notice Period to the terms and conditions of this Agreement as would enable Acquiror to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (C) if the Company BB requested negotiations in accordance with the foregoing clause (B), Acquiror may make a Change in Recommendation only if the Acquiror Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company BB shall have, prior to the expiration of the threefive-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by Acquiror (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make an Acquiror Change in Recommendation would result in a breach of violate its fiduciary duties under applicable Law. For the avoidance of doubt, a Change in Recommendation will not affect Acquiror’s obligations pursuant to this Section 8.02 (other than as set forth in the immediately preceding sentence) or elsewhere in this Agreement.

Special Meeting. (i) Acquiror shall file the definitive Proxy Statement will use its reasonable best efforts to take, in accordance with the SEC and cause the Proxy Statement to be mailed to its stockholders of recordapplicable Law, as of the record date to be established by the board of directors of Acquiror, as promptly as practicable following the earlier to occur of: (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; and (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “SEC Clearance Date”). (ii) Promptly following the SEC Clearance Date, Acquiror shall: (a) (i) take all action necessary under applicable Law NASDAQ rules and the Acquiror Organizational Documents and Nasdaq listing rules Documents, all action necessary to set a record date for, call, give notice of, duly convene and hold a meeting of the stockholders of Acquiror Stockholders (the “Special Meeting”) for a date no later than thirty (30) Business Days following ), as promptly as reasonably practicable after the SEC Proxy Clearance Date, and (ii) solicit proxies from Acquiror shall commence the holders of Acquiror Common Stock to vote in favor of each mailing of the Transaction ProposalsProxy to the Acquiror Stockholders as promptly as practicable after the Proxy Clearance Date, to (A) consider and vote upon the approval of the Acquiror Stockholder Matters and to cause such vote to be taken and (bB) provide its stockholders Acquiror Stockholders with the opportunity to elect to effect an a Acquiror Stockholder Redemption. Acquiror shall, through the Acquiror Board, recommend may only elect to its stockholders the postpone or adjourn such meeting if (A1) amendment and restatement a postponement or adjournment is required by Law or (2) as of the Acquiror Organizational Documents, including any separate or unbundled proposals time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement / Prospectus) there are required to implement the foregoing, (B) the adoption and approval of this Agreement and the Transactions in accordance with applicable Law and exchange rules and regulations, (C) approval of the issuance of insufficient shares of Acquiror Class A Common Stock represented (either in person or by proxy) and Acquiror Preferred Stock as contemplated by this Agreement and in connection with the PIPE Investment, (D) approval of the adoption by Acquiror of the Incentive Equity Plan described in Section 7.06, (E) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement or correspondence related thereto, (F) adoption and approval of any other proposals as reasonably agreed to by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (G) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes voting to approve and adopt any of the foregoing (such proposals in (A) through (G), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement, with such changes as mutually agreed to by the Parties. (iii) Acquiror may only adjourn the Special Meeting (A) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (B) for the absence of Matters or to constitute a quorum and (C) necessary to allow reasonable additional time for conduct the filing or mailing business of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Acquiror prior to the Special Meeting; provided, that any adjournment or postponement by Acquiror pursuant to the Special Meeting foregoing clause (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y2) shall require the prior written consent of the Company (not to be held later than three (3) Business Days prior to the Termination Dateunreasonably withheld, conditioned or delayed). Acquiror agrees that it shall provide shall, following the holders Proxy Clearance Date, use its reasonable best efforts to obtain the approval of shares of the Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with Stockholder Matters at the Special Meeting, including by soliciting from the Acquiror Stockholders proxies in favor of the Acquiror Stockholder Matters as promptly as possible and, except in the event of a Change in Recommendation in accordance with Section 8.02(b)(ii), to include in the Proxy Statement / Prospectus the Acquiror Board Recommendation and shall use its reasonable best efforts take all other action necessary or advisable to secure the required vote or consent of the Acquiror Stockholders with respect to the Acquiror Stockholder Matters. Acquiror shall keep the Company reasonably informed regarding all matters relating to the Acquiror Stockholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by Acquiror Organizational Documentsin respect of such matters and similar updates regarding any redemptions. (ivii) Notwithstanding the foregoing, at any time prior to, but not after, obtaining approval of the Transaction Proposals, solely in response to an Acquiror Intervening Event, Neither the Acquiror Board may nor any committee thereof shall fail to make, amend, change, withdraw, modify, withhold or qualify the Acquiror Board Recommendation or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to the Company the Acquiror Board Recommendation (any such action, a “Change in Recommendation”) ); provided, that notwithstanding the obligation in Section 8.02(b)(i), at any time prior to obtaining approval of the Acquiror Stockholder Matters, solely in response to an Acquiror Intervening Event, the Acquiror Board may make a Change in Recommendation if the Acquiror Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, a failure to make a Change in Recommendation in response to such Acquiror Intervening Event would result in a breach of violate its fiduciary duties under applicable Law; provided provided, that the Acquiror Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation until unless (A) Acquiror delivers to the Company a written notice (an “Acquiror Intervening Event Notice”) advising the Company that the Acquiror Board proposes to take such action and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred, occurred and (B) until at or after 5:00 p.m., Eastern Time, on the third (3rd) Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. p.m., Eastern Time Time, on the third (3rd) Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that any material development with respect to an Acquiror Intervening Event shall require a new notice but with an additional two-three (3) Business Day (instead of three-Business Day) period from the date of such notice), the “Acquiror Intervening Event Notice Period”)), Acquiror and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company during the Acquiror Intervening Event Notice Period to the terms and conditions of this Agreement as would enable Acquiror to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (C) if the Company requested negotiations in accordance with the foregoing clause (B), Acquiror may make a Change in Recommendation only if the Acquiror Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the three-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by Acquiror (and the other applicable parties hereto), Board reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make an a Change in Recommendation would result in a breach of violate its fiduciary duties under applicable Law. If requested by the Company, Acquiror will use and will use its reasonable best efforts to cause its Representatives to, during the Acquiror Intervening Event Notice Period, engage in good faith negotiations with the Company and its Representatives to make such adjustment in terms and conditions of this Agreement so as to obviate the need for a Change in Recommendation. For the avoidance of doubt, a Change in Recommendation will not affect Acquiror’s obligations pursuant to this Section 8.02 (other than as set forth in the immediately preceding sentencelast sentence of Section 8.02(b)(i) and the first sentence of this Section 8.02(b)(ii)) or elsewhere in this Agreement.

Special Meeting. (i) Acquiror The Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement use its reasonable best efforts to be mailed to provide each of its stockholders entitled to vote at a special meeting of record, as stockholders of the record date to Company (the “Stockholder Meeting”), which shall be established by the board of directors of Acquirorpromptly called and held not later than February 28, as promptly as practicable following the earlier to occur of: 2011 (A) or in the event the preliminary Proxy Statement that such proxy statement is not reviewed subject to a full review by the SEC, March 31, 2011), a proxy statement, substantially in a form which shall have been previously reviewed by Xxxxxxxxx Traurig LLP, at the expiration expense of the waiting period Company but in Rule 14a-6(aany event such expense not to exceed $10,000 without the prior written approval of the Company; soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for the approval of resolutions (“Stockholder Resolutions”) under providing for the Exchange Act; and (B) Company’s issuance of all of the Securities as described in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “SEC Clearance Date”). (ii) Promptly following the SEC Clearance Date, Acquiror shall: (a) (i) take all action necessary under applicable Law and the Acquiror Organizational Documents and Nasdaq listing rules to set a record date for, call, give notice of, convene and hold a meeting of the stockholders of Acquiror (the “Special Meeting”) for a date no later than thirty (30) Business Days following the SEC Clearance Date, and (ii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals, and (b) provide its stockholders with the opportunity to elect to effect an Acquiror Stockholder Redemption. Acquiror shall, through the Acquiror Board, recommend to its stockholders the (A) amendment and restatement of the Acquiror Organizational Documents, including any separate or unbundled proposals as are required to implement the foregoing, (B) the adoption and approval of this Agreement and the Transactions Agreements in accordance with applicable Law law and exchange the rules and regulations, (C) approval regulations of the issuance of shares of Acquiror Class A Common Stock and Acquiror Preferred Stock as contemplated by this Agreement and in connection with the PIPE Investment, Principal Market (D) such affirmative approval of the adoption by Acquiror of the Incentive Equity Plan described in Section 7.06, (E) adoption and approval of any other proposals being referred to herein as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement or correspondence related thereto“Stockholder Approval”, (F) adoption and approval of any other proposals as reasonably agreed to by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (G) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (date such proposals in (A) through (G), togetherStockholder Approval is obtained, the “Transaction ProposalsStockholder Approval Date”), and include the Company shall use its reasonable best efforts to solicit its stockholders’ approval of such recommendation in resolutions and to cause the Proxy Statement, with Board of Directors of the Company to recommend to the stockholders that they approve such changes as mutually agreed resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Parties. (iii) Acquiror may only adjourn Stockholder Meeting deadline set forth above. If, despite the Special Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to such Stockholder Meeting (A) deadline and the Company’s stockholders authorize an adjournment of the Stockholder Meeting to solicit additional proxies proxies, then, for the purpose sake of obtaining economy, the Acquiror Company shall so adjourn the Stockholder ApprovalMeeting and continue using its reasonable best efforts to solicit sufficient additional proxies to obtain the Stockholder Approval through and until the sooner of such time as the Company obtains the Stockholder Approval or May 18, (B) for 2011. If, however, the absence Company’s stockholders do not approve the adjournment of a quorum and (C) to allow reasonable the Stockholder Meeting, the Company shall cause an additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure Stockholder Meeting to be disseminated and reviewed by stockholders of Acquiror prior to the Special Meeting; providedheld once in each subsequent calendar quarter thereafter, that the Special Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Termination Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Special Meeting, as required by Acquiror Organizational Documents. (iv) Notwithstanding the foregoing, at any time prior to, but not after, obtaining approval of the Transaction Proposals, solely in response to an Acquiror Intervening Event, the Acquiror Board may fail to make, amend, change, withdraw, modify, withhold or qualify the Acquiror Board Recommendation (any such action, a “Change in Recommendation”) if the Acquiror Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, a failure to make a Change in Recommendation would result in a breach of its fiduciary duties under applicable Law; provided that the Acquiror Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation until (A) Acquiror delivers to the Company a written notice (an “Acquiror Intervening Event Notice”) advising the Company that the Acquiror Board proposes to take such action and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred, (B) until 5:00 p.m., Eastern Time, on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that any material development with respect to an Acquiror Intervening Event shall require a new notice but with an additional two-Business Day (instead of three-Business Day) period from the date of such notice), the “Acquiror Intervening Event Notice Period”), Acquiror and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company during the Acquiror Intervening Event Notice Period to the terms and conditions of this Agreement as would enable Acquiror to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (C) if the Company requested negotiations in accordance with the foregoing clause (B), Acquiror may make a Change in Recommendation only if the Acquiror Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement however that the Company shall havehave no obligation to seek Stockholder Approval after May 18, prior to the expiration of the three-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by Acquiror (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make an Change in Recommendation would result in a breach of its fiduciary duties under applicable Law. For the avoidance of doubt, a Change in Recommendation will not affect Acquiror’s obligations pursuant to this Section 8.02 (other than as set forth in the immediately preceding sentence) or elsewhere in this Agreement2011.

Special Meeting. (i) Acquiror shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of Acquiror, as promptly as practicable following the earlier to occur of: (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; and (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “SEC Clearance Date”). (ii) Promptly following the SEC Clearance Date, Acquiror shall: (a) (i) take all action necessary under applicable Law and the Acquiror Organizational Documents and Nasdaq listing rules to set a record date for, call, give notice of, convene and hold a meeting of the stockholders of Acquiror (the “Special Meeting”) for a date no later than thirty (30) Business Days following the SEC Clearance Date, and (ii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals, and (b) provide its stockholders with the opportunity to elect to effect an Acquiror Stockholder Redemption. Acquiror shall, through the Acquiror Board, recommend to its stockholders the (A) amendment and restatement of the Acquiror Organizational Documents, including any separate or unbundled proposals as are required to implement the foregoing, (B) the adoption and approval of this Agreement and the Transactions in accordance with applicable Law and exchange rules and regulations, (C) approval of the issuance of shares of Acquiror Class A Common Stock and Acquiror Series A Preferred Stock as contemplated by this Agreement and in connection with the PIPE InvestmentFirst Merger, including any required approvals under Nasdaq Listing Rule 5635 (or the equivalent rule on any other national securities exchange on which the Acquiror Class A Common Stock is listed in connection with the Transaction), (D) approval of the adoption by Acquiror of the Incentive Equity Plan described in Section 7.06, (E) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement or correspondence related thereto, (F) adoption and approval of any other proposals as reasonably agreed to by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (G) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (G), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement, with such changes as mutually agreed to by the Parties. (iii) Acquiror may only adjourn the Special Meeting (A) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (B) for the absence of a quorum and (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Acquiror prior to the Special Meeting; provided, that the Special Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Termination Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Special Meeting, as required by Acquiror Organizational Documents. (iv) Notwithstanding the foregoing, at any time prior to, but not after, obtaining approval of the Transaction Proposals, solely in response to an Acquiror Intervening Event, the Acquiror Board may fail to make, amend, change, withdraw, modify, withhold or qualify the Acquiror Board Recommendation (any such action, a “Change in Recommendation”) if the Acquiror Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, a failure to make a Change in Recommendation would result in a breach of its fiduciary duties under applicable Law; provided that the Acquiror Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation until (A) Acquiror delivers to the Company a written notice (an “Acquiror Intervening Event Notice”) advising the Company that the Acquiror Board proposes to take such action and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred, (B) until 5:00 p.m., Eastern Time, on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that any material development with respect to an Acquiror Intervening Event shall require a new notice but with an additional two-Business Day (instead of three-Business Day) period from the date of such notice), the “Acquiror Intervening Event Notice Period”), Acquiror and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company during the Acquiror Intervening Event Notice Period to the terms and conditions of this Agreement as would enable Acquiror to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (C) if the Company requested negotiations in accordance with the foregoing clause (B), Acquiror may make a Change in Recommendation only if the Acquiror Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the three-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by Acquiror (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make an Change in Recommendation would result in a breach of its fiduciary duties under applicable Law. For the avoidance of doubt, a Change in Recommendation will not affect Acquiror’s obligations pursuant to this Section 8.02 (other than as set forth in the immediately preceding sentence) or elsewhere in this Agreement.

Special Meeting. (i) Acquiror shall file the definitive Proxy Statement will use its reasonable best efforts to take, in accordance with the SEC applicable Law, NASDAQ rules and cause the Proxy Statement to be mailed to its stockholders of recordOrganizational Documents, as of the record date to be established by the board of directors of Acquiror, as promptly as practicable following the earlier to occur of: (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; and (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “SEC Clearance Date”). (ii) Promptly following the SEC Clearance Date, Acquiror shall: (a) (i) take all action necessary under applicable Law and the Acquiror Organizational Documents and Nasdaq listing rules to set a record date for, call, give notice of, duly convene and hold a meeting of the stockholders of Acquiror its shareholders (the “Special Meeting”) for a date no later than thirty as promptly as reasonably practicable after the Proxy Clearance Date (30) Business Days following and will commence the SEC mailing of the Proxy to the Acquiror Stockholders as promptly as practicable after the Proxy Clearance Date), to (i) consider and vote upon the approval of the Acquiror Stockholder Matters and to cause such vote to be taken and (ii) solicit proxies from the holders of provide Acquiror Common Stock to vote in favor of each of the Transaction Proposals, and (b) provide its stockholders Stockholders with the opportunity to elect to effect an a Acquiror Stockholder Share Redemption. Acquiror shall, through the Acquiror Board, recommend to its stockholders the (A) amendment and restatement of the Acquiror Organizational Documents, including any separate or unbundled proposals as are required to implement the foregoing, (B) the adoption and approval of this Agreement and the Transactions in accordance with applicable Law and exchange rules and regulations, (C) approval of the issuance of shares of Acquiror Class A Common Stock and Acquiror Preferred Stock as contemplated by this Agreement and in connection with the PIPE Investment, (D) approval of the adoption by Acquiror of the Incentive Equity Plan described in Section 7.06, (E) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement or correspondence related thereto, (F) adoption and approval of any other proposals as reasonably agreed to by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (G) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (G), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement, with such changes as mutually agreed to by the Parties. (iii) Acquiror may only elect to postpone or adjourn the Special Meeting (A) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (B) for the absence of a quorum and (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Acquiror prior to the Special Meeting; provided, that the Special Meeting meeting if (x) may not be adjourned to a date that postponement or adjournment is more than fifteen required by Law, (15y) days after as of the date time for which the Special Meeting was is originally scheduled (excluding any adjournments required as set forth in the Proxy) there are insufficient shares of Acquiror Common Stock represented (either in person or by applicable Lawproxy) and voting to approve the Acquiror Stockholder Matters or to constitute a quorum necessary to conduct the business of the Special Meeting or (z) Acquiror determines the payments for the Acquiror Share Redemption could reasonably be expected to cause the conditions in Section 9.01(f) to not be satisfied at the Closing; provided, that any adjournment or postponement by Acquiror pursuant to the foregoing clauses (y) or (z) shall require the prior written consent of the Company (not to be held later than three (3) Business Days prior to the Termination Dateunreasonably withheld, conditioned or delayed). Acquiror agrees that it shall provide shall, following the holders Proxy Clearance Date, use its reasonable best efforts to solicit from its stockholders proxies in favor of shares of the Acquiror Class A Common Stock Stockholder Matters and in the opportunity to elect redemption of such shares of Proxy Statement the Acquiror Class A Common Stock in connection with the Special Meeting, as required by Acquiror Organizational DocumentsBoard Recommendation. (ivii) Notwithstanding the foregoingobligations in Section 8.02(b)(i), at any time prior to, but not after, to obtaining approval of the Transaction Acquiror Stockholder Proposals, solely in response to an Acquiror Intervening Event, the Acquiror Board may fail to make, amend, change, withdraw, modify, withhold or qualify the Acquiror Board Recommendation (any such action, a “Change in Recommendation”) if the Acquiror Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, a failure to make a Change in Recommendation would result in a breach of violate its fiduciary duties under applicable LawLaw and following such Change in Recommendation the obligation to solicit proxies in favor of the Acquiror Stockholder Proposals shall terminate; provided further, that (subject to Section 8.02(b)(iii)) the Acquiror Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation until unless (A) Acquiror delivers to the Company a written notice (an “Acquiror Intervening Event Notice”) advising the Company that the Acquiror Board proposes to take such action and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred, and (B) until at or after 5:00 p.m., Eastern Time, on the third Business Day fourth (4th) day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the third Business Day fourth (4th) day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that any material development with respect to an Acquiror Intervening Event shall require a new notice but with an additional two-Business Day three (3) day (instead of three-Business Dayfour day) period from the date of such notice), the “Acquiror Intervening Event Notice Period”), Acquiror and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company during the Acquiror Intervening Event Notice Period to the terms and conditions of this Agreement as would enable Acquiror to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (C) if the Company requested negotiations in accordance with the foregoing clause (B), Acquiror may make a Change in Recommendation only if the Acquiror Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the three-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by Acquiror (and the other applicable parties hereto), Board reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make an Acquiror Change in Recommendation would result in a breach of violate its fiduciary duties under applicable Law. If requested by the Company, Acquiror will and will use its reasonable best efforts to cause its Representatives to, during the Acquiror Intervening Event Notice Period, engage in good faith negotiations with the Company and its Representatives to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for an Acquiror Change in Recommendation. For the avoidance of doubt, a Change in Recommendation will not affect Acquiror’s obligations pursuant to this Section 8.02 (other than as set forth in the immediately preceding sentencefirst sentence of this Section 8.02(b)(ii)) or elsewhere in this Agreement. Acquiror shall keep the Company reasonably informed regarding all matters relating to the Acquiror Stockholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by Acquiror in respect of such matters and similar updates regarding any redemptions. (iii) Notwithstanding Section 8.01(b)(ii), the Acquiror Intervening Event Notice Period will end forty-eight (48) hours prior to the final time holders of Acquiror Class A Common Stock can tender their shares pursuant to the Acquiror Stockholder Redemption.

Special Meeting. (i) Acquiror shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of AcquirorParent will, as promptly as practicable following the earlier to occur of: (A) in date on which the event the preliminary Proxy Registration Statement is not reviewed by the SECbecomes effective, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; and (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “SEC Clearance Date”). (ii) Promptly following the SEC Clearance Date, Acquiror shall: (a) (i) take all action necessary under applicable Law and the Acquiror Organizational Documents and Nasdaq listing rules to set establish a record date (which date will be mutually agreed with the Company) for, call, duly call and give notice of, the Special Meeting. Parent will convene and hold a meeting of the Parent’s stockholders of Acquiror (the “Special Meeting”) for a date no later than thirty (30) Business Days following the SEC Clearance Date, and (ii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals, and (b) provide its stockholders with the opportunity to elect to effect an Acquiror Stockholder Redemption. Acquiror shall, through the Acquiror Board, recommend to its stockholders the (A) amendment and restatement of the Acquiror Organizational Documents, including any separate or unbundled proposals as are required to implement the foregoing, (B) the adoption and approval of this Agreement and the Transactions in accordance with applicable Law and exchange rules and regulations, (C) approval of the issuance of shares of Acquiror Class A Common Stock and Acquiror Preferred Stock as contemplated by this Agreement and in connection with the PIPE Investment, (D) approval of the adoption by Acquiror of the Incentive Equity Plan described in Section 7.06, (E) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement or correspondence related thereto, (F) adoption and approval of any other proposals as reasonably agreed to by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (G) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (G), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement, with such changes as mutually agreed to by the Parties. (iii) Acquiror may only adjourn the Special Meeting (A) to solicit additional proxies for the purpose of obtaining the Acquiror approval of the Parent Stockholder Approval, (B) for Matters. Parent will use its reasonable best efforts to obtain the absence approval of a quorum and (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Acquiror prior to the Special Meeting; provided, that the Special Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Termination Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with Parent Stockholder Matters at the Special Meeting, including by soliciting proxies as required by Acquiror Organizational Documents. (iv) Notwithstanding promptly as practicable in accordance with Applicable Legal Requirements for the foregoing, at any time prior to, but not after, obtaining purpose of seeking the approval of the Transaction ProposalsParent Stockholder Matters. Subject to the proviso in the following sentence, solely Parent will include the Parent Recommendation in response to an Acquiror Intervening Event, the Acquiror Proxy Statement. The Parent Board may fail to make, amend, will not (and no committee or subgroup thereof will) change, withdraw, withhold, qualify or modify, withhold or publicly propose to change, withdraw, withhold, qualify or modify, the Acquiror Board Parent Recommendation (any such action, a “Change in Recommendation”) ); provided, that the Parent Board may make a Change in Recommendation if the Acquiror Board shall have determined it determines in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, that a failure to make a Change in Recommendation would result in constitute a breach of the directors’ fiduciary obligations to Parent’s stockholders under Applicable Legal Requirements. Parent agrees that its fiduciary duties under applicable Law; provided that obligation to establish a record date for, duly call, give notice of, convene and hold the Acquiror Board Special Meeting for the purpose of seeking approval of the Parent Stockholder Matters will not be entitled to make, or agree or resolve to make, a Change in Recommendation until (A) Acquiror delivers to the Company a written notice (an “Acquiror Intervening Event Notice”) advising the Company that the Acquiror Board proposes to take such action and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred, (B) until 5:00 p.m., Eastern Time, on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that affected by any material development with respect to an Acquiror Intervening Event shall require a new notice but with an additional two-Business Day (instead of three-Business Day) period from the date of such notice), the “Acquiror Intervening Event Notice Period”), Acquiror and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company during the Acquiror Intervening Event Notice Period to the terms and conditions of this Agreement as would enable Acquiror to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (C) if Parent agrees to establish a record date for, duly call, give notice of, convene and hold the Company requested negotiations in accordance with Special Meeting and submit for the foregoing clause (Bapproval of its stockholders the matters contemplated by the Proxy Statement as contemplated by this Section 7.01(b), Acquiror may make a regardless of whether there will have occurred any Change in Recommendation only if Recommendation. Notwithstanding anything to the Acquiror Boardcontrary contained in this Agreement, after considering Parent will be entitled to postpone or adjourn the Special Meeting: (i) to ensure that any supplement or amendment to the Proxy Statement that the Parent Board has determined in good faith any revisions is required by Applicable Legal Requirements is disclosed to Parent’s stockholders and for such supplement or adjustments amendment to the terms and conditions of this Agreement that the Company shall have, be promptly disseminated to Parent’s stockholders prior to the expiration Special Meeting; (ii) if, as of the three-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by Acquiror time for which the Special Meeting is originally scheduled (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make an Change in Recommendation would result in a breach of its fiduciary duties under applicable Law. For the avoidance of doubt, a Change in Recommendation will not affect Acquiror’s obligations pursuant to this Section 8.02 (other than as set forth in the immediately preceding sentenceProxy Statement), there are insufficient shares of Parent Class A Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Special Meeting; or (iii) in order to solicit additional proxies from stockholders for purposes of obtaining approval of the Parent Stockholder Matters; provided, however, that in the event of a postponement or adjournment pursuant to clauses (i) or elsewhere (ii) above, the Special Meeting will be reconvened as promptly as practicable following such time as the matters described in this Agreementsuch clauses have been resolved.

Special Meeting. (i) Acquiror shall file the definitive Proxy Statement will take, in accordance with the SEC applicable Law, Nasdaq rules and cause the Proxy Statement to be mailed to its stockholders of recordOrganizational Documents, as of the record date to be established by the board of directors of Acquiror, as promptly as practicable following the earlier to occur of: (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; and (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “SEC Clearance Date”). (ii) Promptly following the SEC Clearance Date, Acquiror shall: (a) (i) take all action necessary under applicable Law and the Acquiror Organizational Documents and Nasdaq listing rules to set a record date for, call, give notice of, duly convene and hold a meeting of the its stockholders of Acquiror (the “Special Meeting”) for as promptly as reasonably practicable after the Proxy Clearance Date (and will establish a record date no later than thirty (30) Business Days following for, give notice of and commence the SEC mailing of the Proxy Statement / Prospectus to the stockholders of Acquiror as promptly as practicable after the Proxy Clearance Date), to (i) consider and vote upon the approval of the Acquiror Stockholder Matters and to cause such vote to be taken and (ii) solicit proxies from the holders provide stockholders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals, and (b) provide its stockholders with the opportunity to elect to effect an a Acquiror Stockholder Share Redemption. Acquiror shallmay only elect to postpone or adjourn such meeting if (x) a postponement or adjournment is required by Law, through the Acquiror Board, recommend to its stockholders the (Ay) amendment and restatement as of the Acquiror Organizational Documents, including any separate or unbundled proposals time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement / Prospectus) there are required to implement the foregoing, (B) the adoption and approval of this Agreement and the Transactions in accordance with applicable Law and exchange rules and regulations, (C) approval of the issuance of insufficient shares of Acquiror Class A Common Stock represented (either in person or by proxy) and voting to approve the Acquiror Preferred Stock as contemplated by this Agreement and in connection with Stockholder Matters or to constitute a quorum necessary to conduct the PIPE Investment, (D) approval of the adoption by Acquiror of the Incentive Equity Plan described in Section 7.06, (E) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement or correspondence related thereto, (F) adoption and approval of any other proposals as reasonably agreed to by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (G) adjournment business of the Special Meeting, if necessaryor (z) Acquiror determines the payments for the Acquiror Share Redemption could reasonably be expected to cause the conditions in Section 9.03(d) to not be satisfied at the Closing. Acquiror shall, following the Proxy Clearance Date, use its reasonable best efforts to permit further solicitation of solicit from its stockholders proxies because there are not sufficient votes to approve and adopt any in favor of the foregoing (such proposals in (A) through (G), together, the “Transaction Proposals”), Acquiror Stockholder Matters and shall include such recommendation in the Proxy Statement, with such changes as mutually agreed Statement / Prospectus the Acquiror Board Recommendation. Acquiror shall keep the Company reasonably informed regarding all matters relating to by the Parties. (iii) Acquiror may only adjourn the Special Meeting (A) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (B) for the absence of a quorum Matters and (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Acquiror prior to the Special Meeting; provided, that the Special Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Termination Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Special Meeting, as required including by promptly furnishing any voting or proxy solicitation reports received by Acquiror Organizational Documentsin respect of such matters and similar updates regarding any redemptions. (ivii) Notwithstanding the foregoing, at any time prior to, but not after, obtaining approval of the Transaction ProposalsAcquiror Stockholder Matters, solely in response to an Acquiror Intervening Event, the Acquiror Board may fail to make, amend, change, withdraw, modify, withhold or qualify the Acquiror Board Recommendation (any such action, a “Change in Recommendation”) if the Acquiror Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, a failure to make a Change in Recommendation would result in a breach of violate its fiduciary duties under applicable Law; provided provided, that the Acquiror Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation until (A) Acquiror delivers to the Company a written notice (an “Acquiror Intervening Event Notice”) advising the Company that the Acquiror Board proposes to take such action and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred, (B) until 5:00 p.m., Eastern Time, on the third fifth Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the third fifth Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that any material development with respect to an Acquiror Intervening Event shall require a new notice but with an additional twothree-Business Day (instead of threefive-Business Day) period from the date of such notice), the “Acquiror Intervening Event Notice Period”), Acquiror and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company during the Acquiror Intervening Event Notice Period to the terms and conditions of this Agreement as would enable Acquiror to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (C) if the Company requested negotiations in accordance with the foregoing clause (B), Acquiror may make a Change in Recommendation only if the Acquiror Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the threefive-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by Acquiror (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make an Acquiror Change in Recommendation would result in a breach of violate its fiduciary duties under applicable Law. For the avoidance of doubt, a Change in Recommendation will not affect Acquiror’s obligations pursuant to this Section 8.02 (other than as set forth in the immediately preceding sentence) or elsewhere in this Agreement.

Special Meeting. (a) If required by applicable law in order to consummate the Amalgamation, Company, acting through the Board, shall, upon consummation of the Offer, in accordance with applicable law and subject to the applicable provisions of this Agreement: (i) Acquiror shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of Acquiror, as promptly as practicable following the earlier to occur of: (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; and (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “SEC Clearance Date”). (ii) Promptly following the SEC Clearance Date, Acquiror shall: (a) (i) take all action necessary under applicable Law and the Acquiror Organizational Documents and Nasdaq listing rules to set a record date for, duly call, give notice of, convene and hold a special meeting (the "Special Meeting") of its shareholders as soon as practicable following the consummation of the stockholders Offer for the purpose of Acquiror (considering and taking action with respect to the “Special Meeting”) for a date no later than thirty (30) Business Days following the SEC Clearance Date, and Amalgamation; and (ii) solicit proxies from if required, file with the holders of Acquiror Common Stock SEC under the Exchange Act, a Disclosure Statement and use its best efforts to vote obtain and furnish the information required to be included by it in favor of each the Disclosure Statement and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the Disclosure Statement and any preliminary version thereof and cause the Disclosure Statement to be mailed to its shareholders at the earliest practicable time following the consummation of the Transaction Proposals, and Offer or at such other time as Parent shall direct following consultation with Company. (b) Parent will provide its stockholders Company with the opportunity to elect to effect an Acquiror Stockholder Redemption. Acquiror shall, through the Acquiror Board, recommend to its stockholders the (A) amendment information regarding Parent and restatement of the Acquiror Organizational Documents, including any separate or unbundled proposals as are Newco required to implement be included in the foregoingDisclosure Statement. Parent further agrees that, (B) the adoption and approval of this Agreement and the Transactions in accordance with applicable Law and exchange rules and regulations, (C) approval of the issuance of shares of Acquiror Class A Common Stock and Acquiror Preferred Stock as contemplated by this Agreement and in connection with the PIPE Investment, (D) approval of the adoption by Acquiror of the Incentive Equity Plan described in Section 7.06, (E) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement or correspondence related thereto, (F) adoption and approval of any other proposals as reasonably agreed to by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (G) adjournment of at the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any all of the foregoing (such proposals Shares then owned by Parent and Newco will be voted in (A) through (G), together, favor of the “Transaction Proposals”), and include such recommendation in the Proxy Statement, with such changes as mutually agreed to by the PartiesAmalgamation. (iiic) Acquiror may only adjourn The Disclosure Statement shall state that the Special Meeting Board unanimously (Ai) to solicit additional proxies for has approved the purpose of obtaining Offer and the Acquiror Stockholder ApprovalAmalgamation, (Bii) for the absence of a quorum and (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Acquiror prior to the Special Meeting; provided, that the Special Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after Offer and the date for which Amalgamation taken together are fair and in the Special Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Termination Date. Acquiror agrees that it shall provide the holders best interests of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Special Meeting, as required by Acquiror Organizational Documents. (iv) Notwithstanding the foregoing, at any time prior to, but not after, obtaining approval of the Transaction Proposals, solely in response to an Acquiror Intervening Event, the Acquiror Board may fail to make, amend, change, withdraw, modify, withhold or qualify the Acquiror Board Recommendation (any such action, a “Change in Recommendation”) if the Acquiror Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, a failure to make a Change in Recommendation would result in a breach of its fiduciary duties under applicable Law; provided that the Acquiror Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation until (A) Acquiror delivers to the Company a written notice (an “Acquiror Intervening Event Notice”) advising the Company that the Acquiror Board proposes to take such action and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred, (B) until 5:00 p.m., Eastern Time, on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that any material development with respect to an Acquiror Intervening Event shall require a new notice but with an additional two-Business Day (instead of three-Business Day) period from the date of such notice), the “Acquiror Intervening Event Notice Period”), Acquiror and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company during the Acquiror Intervening Event Notice Period to the terms and conditions of this Agreement as would enable Acquiror to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendationshareholders, and (Ciii) if recommends that shareholders of Company both accept the Offer and tender their Shares pursuant to the Offer and adopt and approve the Amalgamation. Company requested negotiations in accordance shall give Parent, Newco and their counsel a reasonable opportunity to review the Disclosure Statement prior to their being filed with the foregoing clause (B), Acquiror may make a Change in Recommendation only if the Acquiror Board, after considering in good faith any revisions SEC or adjustments disseminated to the terms shareholders of Company. Company will furnish Parent, Newco and conditions of this Agreement its counsel any comments that Company or its counsel may receive from the Company shall have, prior SEC or its staff with respect to the expiration Disclosure Statement, promptly after receipt of the three-Business Day periodsuch comments, offered in writing in a manner that would form a binding Contract if accepted by Acquiror (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make an Change in Recommendation would result in a breach of its fiduciary duties under applicable Law. For the avoidance of doubt, a Change in Recommendation will not affect Acquiror’s obligations pursuant to this Section 8.02 (other than as set forth in the immediately preceding sentence) or elsewhere in this Agreementproposed responses thereto.

Special Meeting. (i) Acquiror shall file the definitive Proxy Statement will use its reasonable best efforts to take, in accordance with the SEC and cause the Proxy Statement to be mailed to its stockholders of recordapplicable Law, as of the record date to be established by the board of directors of Acquiror, as promptly as practicable following the earlier to occur of: (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; and (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “SEC Clearance Date”). (ii) Promptly following the SEC Clearance Date, Acquiror shall: (a) (i) take all action necessary under applicable Law NASDAQ rules and the Acquiror Organizational Documents and Nasdaq listing rules Documents, all action necessary to set a record date for, duly call, give notice of, convene and hold a meeting of the stockholders of Acquiror Stockholders (the each such meeting, a “Special Meeting”) for a date as promptly as reasonably practicable after the Registration Statement Effectiveness Date (but in no event later than thirty (30) 30 Business Days following after the SEC Clearance Registration Statement Effectiveness Date), to (i) consider and vote upon the approval of the Acquiror Stockholder Matters and to cause such vote to be taken and (ii) solicit proxies from provide the holders stockholders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals, and (b) provide its stockholders with the opportunity to elect to effect an Acquiror Stockholder Redemption. Acquiror shall, through the Acquiror Board, recommend to its stockholders the (A) amendment and restatement of the Acquiror Organizational Documents, including any separate or unbundled proposals as are required to implement the foregoing, (B) the adoption and approval of this Agreement and the Transactions in accordance with applicable Law and exchange rules and regulations, (C) approval of the issuance of shares a redemption of Acquiror Class A Common Stock and Acquiror Preferred Stock as contemplated by this Agreement and in connection with the PIPE Investment, (D) approval exchange for a pro rata portion of the adoption by Acquiror proceeds of the Incentive Equity Plan described in Section 7.06, (E) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement or correspondence related thereto, (F) adoption and approval of any other proposals as reasonably agreed to by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (G) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (G), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement, with such changes as mutually agreed to by the Parties. (iii) Trust Account. Acquiror may only elect (in consultation with the Company) to postpone or adjourn the Special Meeting such meeting (Ai) to solicit additional proxies for the purpose of obtaining approval of the Acquiror Stockholder ApprovalMatters or to allow reasonable time for the board of directors of Acquiror to accept reversals of elections from the holders that elect to convert their Acquiror Class A Common Stock into a pro rata portion of the Trust Account, (Bii) if a quorum is not present (either in person or by proxy) at a Special Meeting, for the absence purpose of obtaining such a quorum and quorum, (Ciii) to amend the Acquiror Stockholder Matters, (iv) to provide reasonable additional time to consummate the Transactions or (v) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel and with the Company is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Acquiror prior to the a respective Special Meeting; provided, provided that the Special Meeting such meeting (xI) may not be adjourned to a date that is more than fifteen ten (1510) business days after the date for which the a Special Meeting was originally scheduled (excluding any adjournments except to the extent required by applicable Law) and (yII) shall not be held later than three (3) Business Days prior to the Termination DateDate without the prior written consent of the Company. Acquiror agrees that it shall provide shall, following the holders Registration Statement Effectiveness Date, use its reasonable best efforts to take all actions necessary (in its discretion or at the request of shares the Company) to obtain the approval of the Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Stockholder Matters at each Special Meeting, including as required such Special Meeting may be adjourned or postponed in accordance with this Agreement, including by Acquiror Organizational Documents. (iv) Notwithstanding the foregoing, at any time prior to, but not after, obtaining approval soliciting from its stockholders proxies in favor of the Transaction Proposals, solely Acquiror Stockholder Matters and including in response to an Acquiror Intervening Event, the Proxy Statement the Acquiror Board may fail Recommendation. Each party shall keep the other party reasonably informed regarding all matters relating to make, amend, change, withdraw, modify, withhold or qualify the Acquiror Board Recommendation (Stockholder Matters and each Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by such action, a “Change party in Recommendation”) if the Acquiror Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, a failure to make a Change in Recommendation would result in a breach of its fiduciary duties under applicable Law; provided that the Acquiror Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation until (A) Acquiror delivers to the Company a written notice (an “Acquiror Intervening Event Notice”) advising the Company that the Acquiror Board proposes to take such action and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred, (B) until 5:00 p.m., Eastern Time, on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that any material development with respect to an Acquiror Intervening Event shall require a new notice but with an additional two-Business Day (instead of three-Business Day) period from the date of such notice), the “Acquiror Intervening Event Notice Period”), Acquiror matters and its Representatives shall have negotiated in good faith with the Company and its Representatives similar updates regarding any revisions or adjustments proposed by the Company during the Acquiror Intervening Event Notice Period to the terms and conditions of this Agreement as would enable Acquiror to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (C) if the Company requested negotiations in accordance with the foregoing clause (B), Acquiror may make a Change in Recommendation only if the Acquiror Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the three-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by Acquiror (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make an Change in Recommendation would result in a breach of its fiduciary duties under applicable Law. For the avoidance of doubt, a Change in Recommendation will not affect Acquiror’s obligations pursuant to this Section 8.02 (other than as set forth in the immediately preceding sentence) or elsewhere in this AgreementStockholder Redemptions.

Special Meeting. Subject to Article VII, CBH shall take all action in accordance with the federal securities laws, the DGCL, CBH’s certificate of incorporation, as amended, and CBH’s by-laws, as amended, necessary to convene the CBH Special Meeting to be held on the earliest practical date as reasonably determined by NeoStem in light of the circumstances, and to obtain the consent and approval of CBH’s stockholders with respect to this Agreement and the transactions contemplated hereby, including (iin the absence of conditions that would justify the termination of this Agreement) Acquiror shall file recommending such approval to CBH’s stockholders. 5.11 Preparation of the definitive Prospectus/Joint Proxy Statement and the Registration Statement. -50- 5.11.1 NeoStem, CBH and CBC shall, as soon as is reasonably practicable, cooperate to prepare the Prospectus/Joint Proxy Statement to be included in the Registration Statement. Once NeoStem, CBH and CBC consent to the filing of the Prospectus/Joint Proxy Statement with the SEC and cause (which consent shall not be unreasonably withheld), NeoStem shall file the Prospectus/Joint Proxy Statement with the SEC, which filing shall be made on a confidential basis to be mailed to its stockholders of record, as the extent permitted by the regulations of the record date SEC with respect to such filings. Consistent with the timing for the NeoStem Annual Meeting and the CBH Special Meeting as determined by NeoStem in accordance with Section 5.10, NeoStem shall, subject to the consent of CBH and CBC (which shall not be established unreasonably withheld), prepare and file the Registration Statement with the SEC as soon as is reasonably practicable following clearance of the Prospectus/Joint Proxy Statement by the board SEC and reasonable approval of directors of Acquirorthe Prospectus/Joint Proxy Statement by CBH, CBC and NeoStem and shall use all reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable following thereafter and to maintain the earlier to occur of: (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration effectiveness of the waiting period in Rule 14a-6(a) under the Exchange Act; and (B) in the event the preliminary Proxy Registration Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “SEC Clearance Date”). (ii) Promptly following the SEC Clearance Date, Acquiror shall: (a) (i) take all action necessary under applicable Law and the Acquiror Organizational Documents and Nasdaq listing rules to set a record date for, call, give notice of, convene and hold a meeting of the stockholders of Acquiror (the “Special Meeting”) for a date no later than thirty (30) Business Days following the SEC Clearance Date, and (ii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals, and (b) provide its stockholders with the opportunity to elect to effect an Acquiror Stockholder Redemption. Acquiror shall, through the Acquiror Board, recommend to its stockholders the (A) amendment and restatement of the Acquiror Organizational Documents, including any separate or unbundled proposals as are required to implement the foregoing, (B) the adoption and approval of this Agreement and the Transactions in accordance with applicable Law and exchange rules and regulations, (C) approval of the issuance of shares of Acquiror Class A Common Stock and Acquiror Preferred Stock as contemplated by this Agreement and in connection with the PIPE Investment, (D) approval of the adoption by Acquiror of the Incentive Equity Plan described in Section 7.06, (E) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement or correspondence related thereto, (F) adoption and approval of any other proposals as reasonably agreed to by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (G) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (G), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement, with such changes as mutually agreed to by the Parties. (iii) Acquiror may only adjourn the Special Meeting (A) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (B) for the absence of a quorum and (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Acquiror prior to the Special Meeting; provided, that the Special Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Special Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Termination DateEffective Time. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Special Meeting, as required by Acquiror Organizational Documents. (iv) Notwithstanding the foregoingIf, at any time prior toto the Effective Time, but not afterNeoStem, obtaining approval CBH or CBC shall obtain knowledge of any information contained in or omitted from the Transaction Proposals, solely in response Registration Statement that would require an amendment or supplement to an Acquiror Intervening Eventthe Registration Statement or the Prospectus/Joint Proxy Statement, the Acquiror Board may fail to makeparty obtaining such knowledge will promptly so advise the other parties in writing and each of CBH, amend, change, withdraw, modify, withhold or qualify the Acquiror Board Recommendation (any such action, a “Change in Recommendation”) if the Acquiror Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, a failure to make a Change in Recommendation would result in a breach of its fiduciary duties under applicable Law; provided that the Acquiror Board CBC and NeoStem will not be entitled to make, or agree or resolve to make, a Change in Recommendation until (A) Acquiror delivers to the Company a written notice (an “Acquiror Intervening Event Notice”) advising the Company that the Acquiror Board proposes to promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Prospectus/Joint Proxy Statement. Each of CBH and containing CBC shall promptly furnish to NeoStem all financial and other information concerning it as may be required for the material facts underlying Prospectus/Joint Proxy Statement and any supplements or amendments thereto. NeoStem, CBH and CBC shall cooperate in the Acquiror Boardpreparation of the Prospectus/Joint Proxy Statement in a timely fashion and shall use all reasonable efforts to clear the Prospectus/Joint Proxy Statement and the Registration Statement with the Staff of the SEC. Promptly after the Registration Statement is declared effective by the SEC, each of CBH, CBC and NeoStem shall use all reasonable efforts to mail at the earliest practicable date to its stockholders the Prospectus/Joint Proxy Statement, which shall include all information required under Applicable Law to be furnished to CBH’s determination that an Acquiror Intervening Event has occurred, (B) until 5:00 p.m., Eastern Time, on stockholders and NeoStem’s stockholders in connection with the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the third Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that any material development with respect to an Acquiror Intervening Event shall require a new notice but with an additional two-Business Day (instead of three-Business Day) period from the date of such notice)Merger, the “Acquiror Intervening Event Notice Period”), Acquiror Spin-Off and its Representatives the transactions contemplated thereby and shall have negotiated include the CBH Board Recommendation. NeoStem also shall take such other reasonable actions (other than qualifying to do business in good faith any jurisdiction in which it is not so qualified or submitting to taxation in any jurisdiction in which it is not subject to taxation) required to be taken under any applicable state securities laws in connection with the Company issuance of NeoStem Common Stock and its Representatives regarding NeoStem Series C Preferred Stock in the Merger. Notwithstanding any revisions or adjustments proposed by the Company during the Acquiror Intervening Event Notice Period provision herein to the terms and conditions of this Agreement as would enable Acquiror to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (C) if the Company requested negotiations in accordance with the foregoing clause (B), Acquiror may make a Change in Recommendation only if the Acquiror Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall havecontrary, prior to the expiration of the three-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by Acquiror (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) time that the failure to make an Change Registration Statement is declared effective, the Prospectus/Joint Proxy Statement shall contain the audited consolidated financial statements described in Recommendation would result in a breach clause “a” of its fiduciary duties under applicable Law. For the avoidance of doubt, a Change in Recommendation will not affect Acquiror’s obligations pursuant to this Section 8.02 (other than as set forth in the immediately preceding sentence) or elsewhere in this Agreement5.16.