Common use of Vote Required for Approval Clause in Contracts

Vote Required for Approval. If the Merger Proposal is not approved, the SuRo PIPE Issuance Proposal will not be presented at the Xxxxxxxxx Special Meeting. The approval of the SuRo PIPE Issuance Proposal requires the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Xxxxxxxxx Special Meeting. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, abstentions and broker non-votes will have no effect on the SuRo PIPE Issuance Proposal. The Merger is conditioned upon the approval of the SuRo PIPE Issuance Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the SuRo PIPE Issuance Proposal, if the Merger is not consummated for any reason, the actions contemplated by the SuRo PIPE Issuance Proposal will not be effected. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the SuRo PIPE Issuance Proposal. See “Other Agreements — Sponsor Agreement” for more information. The Incentive Plan provides that the total number of shares of Xxxxxxxxx Class A common stock that may be issued under the Incentive Plan is 10% of the shares of Xxxxxxxxx Class A common stock outstanding On March 12, 2021, the Xxxxxxxxx Board adopted the Xxxxxxxxx Capital Corp II 2020 Omnibus Incentive Plan (the “Incentive Plan”), effective as of the closing of the Merger, subject to the approval of our stockholders. Xxxxxxxxx anticipates that the initial share reserve to be authorized under the Incentive Plan should be sufficient for multiple years of future awards. We are seeking stockholder approval of the Incentive Plan (i) in order for incentive stock options to meet the requirements of the Code and (ii) in order to comply with the NYSE Listing Rules. The purpose of the Incentive Plan is to enhance the Post-Combination Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Post- Combination Company by providing these individuals with equity ownership opportunities. We believe that the Incentive Plan is essential to our success. Equity awards are intended to motivate high levels of performance and align the interests of our directors, employees and consultants with those of our stockholders by giving directors, employees and consultants an equity stake in the Post-Combination Company and providing a means of recognizing their contributions to the success of the Post-Combination Company. The Xxxxxxxxx Board and management believe that equity awards are necessary to remain competitive in our industry and are essential to recruiting and retaining the highly qualified employees who help the Post-Combination Company meet its goals. If approved by the Xxxxxxxxx Board and our stockholders, the Incentive Plan will become effective upon the consummation of the Merger. The following is a summary of the material features of the Incentive Plan. This summary is qualified in its entirety by reference to the complete text of the Incentive Plan, a copy of which is attached to this joint proxy statement/prospectus as Xxxxx X. We urge our stockholders to read carefully the entire Incentive Plan before voting on this proposal. The purpose of the Incentive Plan is to provide a means through which to attract, retain and motivate key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of Xxxxxxxxx Class A common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders.

Vote Required for Approval. If the Merger Proposal is not approved, the SuRo Prosus PIPE Issuance Proposal will not be presented at the Xxxxxxxxx Special Meeting. The approval of the SuRo Prosus PIPE Issuance Proposal requires the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Xxxxxxxxx Special Meeting. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, abstentions and broker non-votes will have no effect on the SuRo Prosus PIPE Issuance Proposal. The Merger is conditioned upon the approval of the SuRo Prosus PIPE Issuance Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the SuRo Prosus PIPE Issuance Proposal, if the Merger is not consummated for any reason, the actions contemplated by the SuRo Prosus PIPE Issuance Proposal will not be effected. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the SuRo Prosus PIPE Issuance Proposal. See “Other Agreements — Sponsor Agreement” for more information. The Incentive Plan provides that In connection with the total number Merger, we will effect the issuance and sale of an aggregate of 1,000,000 shares of Xxxxxxxxx Class A common stock that may be issued under the Incentive Plan is 10% of the shares of Xxxxxxxxx Class A common stock outstanding On March 12, 2021, the Xxxxxxxxx Board adopted the Xxxxxxxxx Capital Corp II 2020 Omnibus Incentive Plan (the “Incentive Plan”), effective as of the closing of the Merger, subject at $10.00 per share to certain investors pursuant to the approval of our stockholders. Xxxxxxxxx anticipates that the initial share reserve to be authorized under the Incentive Plan should be sufficient for multiple years of future awardsSuRo Subscription Agreement. We are seeking stockholder approval of the Incentive Plan (i) in order for incentive stock options to meet the requirements of the Code and (ii) in order to comply with Rule 312.03 of the NYSE Listing RulesListed Company Manual. Under Rule 312.03 of the NYSE Listed Company Manual, stockholder approval is required prior to the issuance of shares of common stock in certain circumstances, including if the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance and if the issuance will result in a change of control of the issuer. The purpose maximum aggregate number of shares of common stock issuable pursuant to the PIPE Subscription Agreements represents greater than 20% of the Incentive Plan is to enhance the Post-Combination Company’s ability to attract, retain number of shares of common stock outstanding before such issuance and motivate persons who make (or are expected to make) important contributions to the Post- Combination Company by providing these individuals with equity ownership opportunities. We believe that the Incentive Plan is essential to our success. Equity awards are intended to motivate high levels may result in a change of performance and align the interests control of our directors, employees and consultants with those of our stockholders by giving directors, employees and consultants an equity stake in the Post-Combination Company and providing a means of recognizing their contributions to the success of the Post-Combination Company. The Xxxxxxxxx Board and management believe that equity awards are necessary to remain competitive in our industry and are essential to recruiting and retaining the highly qualified employees who help the Post-Combination Company meet its goals. If approved by the Xxxxxxxxx Board and our stockholders, the Incentive Plan will become effective upon the consummation of the Merger. The following is a summary of the material features of the Incentive Plan. This summary is qualified in its entirety by reference to the complete text of the Incentive Plan, a copy of which is attached to this joint proxy statement/prospectus as Xxxxx X. We urge our stockholders to read carefully the entire Incentive Plan before voting on this proposal. The purpose of the Incentive Plan is to provide a means through which to attract, retain and motivate key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of Xxxxxxxxx Class A common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholdersXxxxxxxxx.

Vote Required for Approval. If the Merger Proposal is not approved, the SuRo PIPE Issuance Governance Proposal will not be presented at the Xxxxxxxxx Special Meeting. The approval of the SuRo PIPE Issuance Governance Proposal requires the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Xxxxxxxxx Special Meeting. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, abstentions and broker non-votes will have no effect on the SuRo PIPE Issuance Governance Proposal. The Merger is not conditioned upon the approval of the SuRo PIPE Issuance Governance Proposal. As discussed above, subject a vote to approve the terms Governance Proposal is an advisory vote, and therefore, is not binding on the Xxxxxxxxx, Skillsoft or their respective boards of directors. Accordingly, regardless of the Skillsoft Merger Agreement. Notwithstanding the approval outcome of the SuRo PIPE Issuance Proposalnon-binding advisory vote, if Xxxxxxxxx and Skillsoft intend that the Merger is not consummated for any reasonProposed Charter, in the actions contemplated by form set forth on Annex C and containing the SuRo PIPE Issuance provisions noted above, will take effect at consummation of the Merger, assuming adoption of Proposal will not be effectedNo. 4. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the SuRo PIPE Issuance Governance Proposal. See “Other Agreements — Sponsor Agreement” for more information. The Incentive Plan provides that Assuming the total number of shares of Xxxxxxxxx Class A common stock that may be issued under Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan is 10% of the shares of Xxxxxxxxx Class A common stock outstanding On March 12, 2021, Proposal are approved at the Xxxxxxxxx Board adopted Special Meeting, stockholders are being asked to elect seven directors to the Xxxxxxxxx Capital Corp II 2020 Omnibus Incentive Plan (the “Incentive Plan”)Board, effective as of upon the closing of the Merger, subject to the approval of our stockholders. Xxxxxxxxx anticipates with each director having a term that the initial share reserve to be authorized under the Incentive Plan should be sufficient for multiple years of future awards. We are seeking stockholder approval of the Incentive Plan (i) in order for incentive stock options to meet the requirements of the Code and (ii) in order to comply with the NYSE Listing Rules. The purpose of the Incentive Plan is to enhance expires at the Post-Combination Company’s ability to attractannual meeting of stockholders in 2022, retain and motivate persons who make (or are expected to make) important contributions to in the Post- Combination Company by providing these individuals with equity ownership opportunities. We believe that the Incentive Plan is essential to our success. Equity awards are intended to motivate high levels case of performance and align the interests of our Class I directors, employees and consultants with those of our stockholders by giving directors, employees and consultants an equity stake in the Post-Combination Company and providing a means of recognizing their contributions to the success of the Post-Combination Company. The Xxxxxxxxx Board ’s annual meeting of stockholders in 2023, in the case of Class II directors, and management believe that equity awards are necessary to remain competitive in our industry and are essential to recruiting and retaining the highly qualified employees who help the Post-Combination Company meet its goalsCompany’s annual meeting of stockholders in 2024, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. If approved by The election of these directors is contingent upon approval of the Xxxxxxxxx Board Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and our stockholders, the Incentive Plan will become effective upon Proposal. Pursuant to the consummation Skillsoft Merger Agreement, at the closing of the Merger, our board of directors will consist of seven members, six of whom will be nominated by Xxxxxxxxx and one of whom will be nominated by the Skillsoft shareholders. Xxxxxxxxx has nominated Xxxxxxx X. Xxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxx X. Xxxxx and Xxxxxxxx X. Xxxxxxx to serve on the board of directors. The following Skillsoft shareholders have nominated Xxxxx Xxxxxxx to serve on the board of directors. Xxxxxx X. Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxxxxx X. Xxxx have been nominated to serve as the Class I directors; Xxxxxxx Xxxxx and Xxxxxxxx X. Xxxxxxx have been nominated to serve as the Class II directors; and Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxx have been nominated to serve as the Class III directors. Information regarding each nominee is a summary set forth in the section entitled “Management of the material features of Post- Combination Company after the Incentive Plan. This summary is qualified in its entirety by reference to the complete text of the Incentive Plan, a copy of which is attached to this joint proxy statement/prospectus as Xxxxx X. We urge our stockholders to read carefully the entire Incentive Plan before voting on this proposal. The purpose of the Incentive Plan is to provide a means through which to attract, retain and motivate key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of Xxxxxxxxx Class A common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholdersMerger.”

Vote Required for Approval. If the Merger Proposal is not approved, the SuRo PIPE Issuance Charter Amendment Proposal will not be presented at the Xxxxxxxxx Churchill Special Meeting. The approval Charter Amendment Proposal will be approved and adopted only if: (i) the holders of the SuRo PIPE Issuance Proposal requires the a majority of the votes cast by Founder Shares then outstanding, voting separately as a single class, and (ii) the stockholders present in person (which would include presence at holders of a virtual meeting) or represented by proxy at majority of the Xxxxxxxxx Special Meetingoutstanding shares of Churchill common stock, voting together as a single class, vote “FOR” the Charter Amendment Proposal. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Churchill Special Meeting, abstentions and broker non-votes will have no the same effect on as a vote “AGAINST” the SuRo PIPE Issuance Charter Amendment Proposal. The Merger is conditioned upon the approval of the SuRo PIPE Issuance Charter Amendment Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the SuRo PIPE Issuance Charter Amendment Proposal, if the Merger is not consummated for any reason, the actions contemplated by the SuRo PIPE Issuance Charter Amendment Proposal will not be effected. The Sponsor effected and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the SuRo PIPE Issuance Proposal. See “Other Agreements — Sponsor Agreement” for more information. The Incentive Plan provides that the total number of shares of Xxxxxxxxx Class A common stock that may be issued under the Incentive Plan is 10% of the shares of Xxxxxxxxx Class A common stock outstanding On March 12, 2021, the Xxxxxxxxx Board adopted the Xxxxxxxxx Capital Corp II 2020 Omnibus Incentive Plan (the “Incentive Plan”), effective as of the closing of the Merger, subject to the approval of our stockholders. Xxxxxxxxx anticipates that the initial share reserve to be authorized under the Incentive Plan should be sufficient for multiple years of future awards. We are seeking stockholder approval of the Incentive Plan Charter Amendment Proposal, Churchill stockholders are authorizing the Churchill Board to abandon the Charter Amendment Proposal in the event the Merger is not consummated. If the Merger Proposal is not approved, the Charter Approval Proposal will not be presented at the Churchill Special Meeting. The Charter Approval Proposal will be approved and adopted only if: (i) the Our stockholders are being asked to adopt the Proposed Charter in order for incentive stock options to meet the requirements form attached hereto as Annex C, which, in the judgment of the Code and (ii) in order Churchill Board, is necessary to comply with adequately address the NYSE Listing Rules. The purpose of the Incentive Plan is to enhance the Post-Combination Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Post- Combination Company by providing these individuals with equity ownership opportunities. We believe that the Incentive Plan is essential to our success. Equity awards are intended to motivate high levels of performance and align the interests of our directors, employees and consultants with those of our stockholders by giving directors, employees and consultants an equity stake in the Post-Combination Company and providing a means of recognizing their contributions to the success needs of the Post-Combination Company. The Xxxxxxxxx Board and management believe that equity awards are necessary to remain competitive in our industry and are essential to recruiting and retaining the highly qualified employees who help the Post-Combination Company meet its goals. If approved by the Xxxxxxxxx Board and our stockholders, the Incentive Plan will become effective upon the consummation of the Merger. The following is a summary of the material features of key changes effected by the Incentive Plan. This Proposed Charter, but this summary is qualified in its entirety by reference to the complete full text of the Incentive PlanProposed Charter, a copy of which is attached to this joint proxy statement/prospectus included as Xxxxx X. We urge our stockholders to read carefully Annex C: • Elimination of Class B common stock — eliminate the entire Incentive Plan before voting on this proposal. The purpose Class B common stock classification; • Special Meetings — provide special meetings may be called only by or at the direction of the Incentive Plan is to provide a means through which to attractchairman or the Board, retain and motivate key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest either on his or her own initiative or at the request of stockholders that beneficially own at least 25% in us, or be paid incentive compensation, including incentive compensation measured by reference to voting power of all the value then-outstanding shares of Xxxxxxxxx Class A common stock, thereby strengthening their commitment to our welfare and aligning their interests with those stock of our stockholders.the Post- Combination Company;

Vote Required for Approval. If The Arrangement Resolution must be approved by the Merger Proposal is affirmative vote of not approved, less than (1) two-thirds of the SuRo PIPE Issuance Proposal will not be presented votes cast by CRH shareholders present or represented by proxy at the Xxxxxxxxx Special Meeting. The approval CRH meeting, (2) two-thirds of the SuRo PIPE Issuance Proposal requires votes cast by all of the CRH securityholders present or represented by proxy at the CRH meeting, voting as a single class, and (3) a simple majority of the votes cast by the stockholders CRH shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Xxxxxxxxx CRH meeting, excluding votes cast by directors, senior officers and certain other related parties of CRH whose votes must be excluded pursuant to Multilateral Instrument 61-101—Protection of Minority Securityholders in Special MeetingTransactions. Failure For the proposal to approve the Arrangement Resolution, you may vote FOR or AGAINST. Approval of the Compensation Proposal, which is an advisory (non-binding) vote, requires the affirmative vote of not less than half of the votes cast by CRH shareholders present or represented by proxy at the CRH meeting. For the Compensation Proposal, you may vote FOR or AGAINST. Under applicable rules and regulations of the NYSE American, brokers, banks or other nominees have the discretion to vote by proxy or on routine matters, but do not have the discretion to vote in person (which would include presence on non-routine matters. A “broker non-vote” occurs on an item when a broker, bank or other nominee has discretionary authority to vote on one or more proposals to be voted on at a virtual meeting) meeting of securityholders but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares, and the beneficial owner fails to provide the nominee with such instructions. Because all of the proposals to be considered at the Xxxxxxxxx Special MeetingCRH meeting are “non-routine” matters for purposes of broker voting, abstentions and CRH does not expect any broker non-votes at the CRH meeting. Broker non-votes, if any, will have no effect on the SuRo PIPE Issuance Proposal. The Merger is conditioned upon the approval outcome of the SuRo PIPE Issuance vote to approve the Arrangement Resolution or the Compensation Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the SuRo PIPE Issuance Proposal, if the Merger is not consummated for any reason, the actions contemplated by the SuRo PIPE Issuance Proposal will not be effected. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the SuRo PIPE Issuance Proposal. See “Other Agreements — Sponsor Agreement” for more information. The Incentive Plan provides that the total number of shares of Xxxxxxxxx Class A common stock that may be issued under the Incentive Plan is 10% of the shares of Xxxxxxxxx Class A common stock outstanding On March 12, 2021, the Xxxxxxxxx Board adopted the Xxxxxxxxx Capital Corp II 2020 Omnibus Incentive Plan (the “Incentive Plan”), effective as of the closing of the Merger, subject to the approval of our stockholders. Xxxxxxxxx anticipates that the initial share reserve to be authorized under the Incentive Plan should be sufficient for multiple years of future awards. We are seeking stockholder approval of the Incentive Plan (i) in order for incentive stock options to meet the requirements of the Code and (ii) in order to comply with the NYSE Listing Rules. The purpose of the Incentive Plan is to enhance the Post-Combination Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Post- Combination Company by providing these individuals with equity ownership opportunities. We believe that the Incentive Plan is essential to our success. Equity awards are intended to motivate high levels of performance and align the interests of our directors, employees and consultants with those of our stockholders by giving directors, employees and consultants an equity stake in the Post-Combination Company and providing a means of recognizing their contributions to the success of the Post-Combination Company. The Xxxxxxxxx Board and management believe that equity awards are necessary to remain competitive in our industry and are essential to recruiting and retaining the highly qualified employees who help the Post-Combination Company meet its goals. If approved by the Xxxxxxxxx Board and our stockholders, the Incentive Plan will become effective upon the consummation of the Merger. The following is a summary of the material features of the Incentive Plan. This summary is qualified in its entirety by reference to the complete text of the Incentive Plan, a copy of which is attached to this joint proxy statement/prospectus as Xxxxx X. We urge our stockholders to read carefully the entire Incentive Plan before voting on this proposal. The purpose of the Incentive Plan is to provide a means through which to attract, retain and motivate key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of Xxxxxxxxx Class A common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders.

Vote Required for Approval. If the Merger Proposal is not approved, the SuRo PIPE Merger Issuance Proposal will not be presented at the Xxxxxxxxx Churchill Special Meeting. The approval of the SuRo PIPE Merger Issuance Proposal requires the a majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Xxxxxxxxx Churchill Special Meeting. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Churchill Special Meeting, abstentions and broker non-votes will have no effect on the SuRo PIPE Merger Issuance Proposal. The Merger is conditioned upon the approval of the SuRo PIPE Merger Issuance Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the SuRo PIPE Merger Issuance Proposal, if the Merger is not consummated for any reason, the actions contemplated by the SuRo PIPE Merger Issuance Proposal will not be effected. The Sponsor and Xxxxxxxxx’x Churchill’s directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the SuRo PIPE Merger Issuance Proposal. See “Other Agreements — Sponsor Agreement” for more information. The Incentive Plan provides that Sponsor and Churchill’s directors and officers have agreed to vote the total Founder Shares and any Public Shares owned by them in favor of the Charter Approval Proposal. See “Other Agreements — Sponsor Agreement” for more information. Our stockholders are being asked to adopt the Charter Amendment in the form attached hereto as Annex B, which, in the judgment of the Churchill Board, is necessary in order for Churchill to fulfill its obligations under the Skillsoft Merger Agreement. The Charter Amendment increases the number of authorized shares of Xxxxxxxxx Churchill Class A common stock that may be issued under from 200,000,000 to 375,000,000 and authorizes the Incentive Plan is 10% issuance of the 3,840,000 shares of Xxxxxxxxx Churchill Class A C common stock outstanding On March 12, 2021, the Xxxxxxxxx Board adopted the Xxxxxxxxx Capital Corp II 2020 Omnibus Incentive Plan (the “Incentive Plan”), effective as of the closing of the Merger, subject to the approval of our stockholders. Xxxxxxxxx anticipates that the initial share reserve to be authorized under the Incentive Plan should be sufficient for multiple years of future awards. We are seeking stockholder approval of the Incentive Plan (i) in order for incentive stock options to meet the requirements of the Code and (ii) in order to comply with the NYSE Listing Rulesstock. The purpose of the Incentive Plan is to enhance the Post-Combination Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Post- Combination Company by providing these individuals with equity ownership opportunities. We believe that the Incentive Plan is essential to our success. Equity awards are intended to motivate high levels of performance and align the interests of our directors, employees and consultants with those of our stockholders by giving directors, employees and consultants an equity stake in the Post-Combination Company and providing a means of recognizing their contributions to the success of the Post-Combination Company. The Xxxxxxxxx Board and management believe that equity awards are necessary to remain competitive in our industry and are essential to recruiting and retaining the highly qualified employees who help the Post-Combination Company meet its goals. If approved by the Xxxxxxxxx Board and our stockholders, the Incentive Plan will become effective upon the consummation of the Merger. The following foregoing is a summary of the material features of key changes effected by the Incentive Plan. This Charter Amendment, but this summary is qualified in its entirety by reference to the complete full text of the Incentive PlanCharter Amendment, a copy of which is attached to this joint proxy statement/prospectus included as Xxxxx X. We urge our stockholders to read carefully the entire Incentive Plan before voting on this proposal. The purpose of the Incentive Plan is to provide a means through which to attract, retain and motivate key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of Xxxxxxxxx Class A common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders.Annex B.

Vote Required for Approval. If For the Merger Proposal is not adjournment proposal to be approved, the SuRo PIPE Issuance Proposal will not be presented at proposal must receive the Xxxxxxxxx Special Meeting. The approval affirmative vote of the SuRo PIPE Issuance Proposal requires the holders of a majority of the votes cast by shares of common stock represented at the stockholders present special meeting, in person (which would include presence at a virtual meeting) or represented by proxy at the Xxxxxxxxx Special Meeting. Failure proxy, and entitled to vote by proxy or on this proposal. A quorum may, but need not, be present. The vote on the adjournment proposal is a vote separate and apart from the vote on the merger proposal. Accordingly, you may vote to approve the merger proposal and vote in person (which would include presence at not to approve the adjournment proposal and vice versa. An abstention will have the effect of a virtual meeting) at vote against the Xxxxxxxxx Special Meetingadjournment proposal, abstentions and but any broker non-votes vote will have no effect on the SuRo PIPE Issuance Proposaladjournment proposal, provided that a quorum is otherwise present. The Merger is conditioned upon the disinterested members of our Board unanimously recommends that you vote “FOR” approval of the SuRo PIPE Issuance Proposaladjournment proposal. In making its recommendation, subject to the terms our Board considered a variety of factors including: ● In certain circumstances, an adjournment of the Skillsoft Merger Agreement. Notwithstanding special meeting may be the most efficient way to obtain the stockholder approval necessary for the consummation of the SuRo PIPE Issuance Proposalmerger, if which our Board believes is in the Merger is not consummated for any reason, the actions contemplated by the SuRo PIPE Issuance Proposal will not be effected. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the SuRo PIPE Issuance Proposal. See “Other Agreements — Sponsor Agreement” for more information. The Incentive Plan provides that the total number of shares of Xxxxxxxxx Class A common stock that may be issued under the Incentive Plan is 10% of the shares of Xxxxxxxxx Class A common stock outstanding On March 12, 2021, the Xxxxxxxxx Board adopted the Xxxxxxxxx Capital Corp II 2020 Omnibus Incentive Plan (the “Incentive Plan”), effective as of the closing of the Merger, subject to the approval of our stockholders. Xxxxxxxxx anticipates that the initial share reserve to be authorized under the Incentive Plan should be sufficient for multiple years of future awards. We are seeking stockholder approval of the Incentive Plan (i) in order for incentive stock options to meet the requirements of the Code and (ii) in order to comply with the NYSE Listing Rules. The purpose of the Incentive Plan is to enhance the Post-Combination Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Post- Combination Company by providing these individuals with equity ownership opportunities. We believe that the Incentive Plan is essential to our success. Equity awards are intended to motivate high levels of performance and align the best interests of our directors, employees and consultants with those of our stockholders by giving directors, employees and consultants an equity stake in the Post-Combination Company and providing a means of recognizing their contributions to the success of the Post-Combination Company. The Xxxxxxxxx Board and management believe that equity awards are necessary to remain competitive in our industry and are essential to recruiting and retaining the highly qualified employees who help the Post-Combination Company meet its goals. If approved by the Xxxxxxxxx Board company and our stockholders, the Incentive Plan will become effective upon the consummation as described under “Reasons for Our Board’s Recommendation in Favor of the Merger” beginning on page 34; ● If a quorum is not present at the meeting for logistical or other reasons, the adjournment proposal could allow us to postpone the votes on the merger proposal and merger-related compensation proposal without needing to incur the costs or delay associated with calling another, separate special meeting; and ● If defeat of the merger proposal appears likely, an adjournment could be used to ensure that our stockholders have had an adequate opportunity to consider the consequences of the vote, particularly given the adverse effects that defeat of the merger proposal could have on our company, including as described under “Asensus Without the Merger” beginning on page 22. The following table sets forth certain information concerning the beneficial ownership of common stock by: (i) each person known by us to be the beneficial owner of more than 5% of our outstanding common stock currently; (ii) each of our current directors (iii) each of our current named executive officers; and (iv) all of our executive officers and directors as a group. Ownership information is a summary set forth as of June 28, 2024. Unless otherwise noted, each of the material features following disclaims any beneficial ownership of the Incentive Plan. This summary is qualified in its entirety by reference shares, except to the complete text extent of his, her or its pecuniary interest, if any, in such shares. Unless otherwise indicated, the Incentive Planmailing address of each individual is c/o Asensus Surgical, a copy of which is attached to this joint proxy statement/prospectus as Inc., 0 XX Xxxxxxxxx Drive, Suite 160, Durham, North Carolina 27703. Xxxxx X. We urge our stockholders to read carefully the entire Incentive Plan before voting on this proposalXxxxx (3)................................................................................................................. 918,869 * Xxxxxxx Xxxxxxxx (4)............................................................................................................ 4,152,669 1.5 % Xxxxxx Xxxxx (5) ..................................................................................................................... 2,357,640 * Xxxxx Xxxxxx (6).................................................................................................................... 165,289 * Xxxxxxxxx Xxx, M.D. (7) ....................................................................................................... 172,541 * Xxxxxxx X. Xxxxxxxxx, Xx. The purpose of the Incentive Plan is to provide (8) .................................................................................................. 231,411 * Xxxxxxx X. Xxxxxxxx (9) .......................................................................................................... 241,685 * Xxxxxxx Xxxxxxxxx (10)....................................................................................................... 846,035 * All Directors and Executive Officers as a means through which to attract, retain and motivate key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of Xxxxxxxxx Class A common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders.group (8 persons) (11) ......................................... 9,086,139 3.3 % * Holds less than 1%

Vote Required for Approval. If the Merger Proposal a quorum is not approvedpresent, the SuRo PIPE Issuance Proposal will not be presented at the Xxxxxxxxx Special Meeting. The approval of the SuRo PIPE Issuance Proposal requires the majority directors are elected by a plurality of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Xxxxxxxxx Special Meeting. This means that the seven director nominees who receive the most affirmative votes will be elected. Votes marked “FOR” a nominee will be counted in favor of that nominee. Proxies will have full discretion to cast votes for other persons in the event any nominee is unable to serve. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, abstentions and broker non-votes will have no effect on the SuRo PIPE Issuance Proposalvote. The Merger is not conditioned upon the approval of the SuRo PIPE Issuance Director Election Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of each of the SuRo PIPE Issuance seven director nominees to the Board in the Director Election Proposal, if the Merger is not consummated for any reason, the actions contemplated by the SuRo PIPE Issuance Director Election Proposal will not be effected. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of each of the SuRo PIPE Issuance seven director nominees to the Board in the Director Election Proposal. See “Other Agreements — Sponsor Agreement” for more information. The Incentive Plan provides that In connection with the total Merger, we will effect the issuance and sale to Prosus pursuant to the Prosus Subscription Agreement of (i) 10,000,000 Xxxxxxxxx Class A common stock, (ii) the lesser of (x) an additional 40,000,000 Xxxxxxxxx Class A common stock and (y) such additional number of shares that would result in Prosus beneficially owning the Prosus Maximum Ownership Amount, (iii) at the election of Prosus, a number of shares issuable upon Prosus’s exercise of the Prosus Top-Up Right, and (iv) the Prosus Warrants (which, if exercised, will result in the issuance of additional shares of Xxxxxxxxx Class A common stock that may be issued under the Incentive Plan is 10% of the shares of Xxxxxxxxx Class A common stock outstanding On March 12, 2021, the Xxxxxxxxx Board adopted the Xxxxxxxxx Capital Corp II 2020 Omnibus Incentive Plan (the “Incentive Plan”stock), effective as of the closing of the Merger, in each case subject to the approval of our stockholders. Xxxxxxxxx anticipates that the initial share reserve to be authorized under the Incentive Plan should be sufficient for multiple years of future awards. certain conditions more fully described in “Other Agreements — Subscription Agreements — Prosus Agreements.” We are seeking stockholder approval of the Incentive Plan (i) in order for incentive stock options to meet the requirements of the Code and (ii) in order to comply with Rule 312.03 of the NYSE Listing RulesListed Company Manual. Under Rule 312.03 of the NYSE Listed Company Manual, stockholder approval is required prior to the issuance of shares of common stock in certain circumstances, including if the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance and if the issuance will result in a change of control of the issuer. The purpose maximum aggregate number of shares of common stock issuable pursuant to the Prosus Subscription Agreement represents greater than 20% of the Incentive Plan is to enhance number of shares of common stock outstanding before such issuance and may result in a change of control of Xxxxxxxxx. As a result, stockholder approval of the Post-Combination Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions issuance of shares of common stock issuable pursuant to the Post- Combination Prosus Subscription Agreement is required under the NYSE Listed Company by providing these individuals with equity ownership opportunities. We believe that the Incentive Plan is essential to our success. Equity awards are intended to motivate high levels of performance and align the interests of our directors, employees and consultants with those of our stockholders by giving directors, employees and consultants an equity stake in the Post-Combination Company and providing a means of recognizing their contributions to the success of the Post-Combination Company. The Xxxxxxxxx Board and management believe that equity awards are necessary to remain competitive in our industry and are essential to recruiting and retaining the highly qualified employees who help the Post-Combination Company meet its goals. If approved by the Xxxxxxxxx Board and our stockholders, the Incentive Plan will become effective upon the consummation of the Merger. The following is a summary of the material features of the Incentive Plan. This summary is qualified in its entirety by reference to the complete text of the Incentive Plan, a copy of which is attached to this joint proxy statement/prospectus as Xxxxx X. We urge our stockholders to read carefully the entire Incentive Plan before voting on this proposal. The purpose of the Incentive Plan is to provide a means through which to attract, retain and motivate key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of Xxxxxxxxx Class A common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholdersManual.

Vote Required for Approval. If the Merger Proposal The merger-related compensation proposal is not a non-binding advisory vote. To be approved, the SuRo PIPE Issuance Proposal will not be presented merger- related compensation proposal must receive the affirmative vote of a majority of all shares of our common stock represented at the Xxxxxxxxx Special Meeting. The approval of the SuRo PIPE Issuance Proposal requires the majority of the votes cast by the stockholders present special meeting, in person (which would include presence at a virtual meeting) or represented by proxy proxy, and entitled to vote at the Xxxxxxxxx Special Meetingspecial meeting. Failure to Abstentions will have the same effect as a vote by proxy or to vote in person (which would include presence at against the merger-related compensation proposal. Assuming a virtual meeting) at the Xxxxxxxxx Special Meetingquorum is present, abstentions and any broker non-votes vote will have no effect on the SuRo PIPE Issuance Proposalmerger-related compensation proposal. The Merger is conditioned upon the disinterested members of our Board unanimously recommends that you vote “FOR” approval of the SuRo PIPE Issuance Proposal, subject merger-related compensation proposal. “The Special Meeting — Adjournment” on page 18. We are asking our stockholders to the terms approve adjournment of the Skillsoft Merger Agreementspecial meeting, if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the merger agreement at the time of the special meeting. Notwithstanding If our stockholders approve the adjournment proposal, we may adjourn the special meeting and any adjourned session of the special meeting and use the additional time to solicit additional proxies to obtain a quorum for the special meeting. We may also use the additional time to solicit proxies from stockholders that have previously returned proxies voting against the merger proposal. Among other things, approval of the SuRo PIPE Issuance Proposaladjournment proposal could mean that, even if we had received proxies representing a sufficient number of votes against the Merger is not consummated for any reasonmerger proposal such that the merger proposal would be defeated, we could adjourn the actions contemplated by special meeting without a vote on the SuRo PIPE Issuance Proposal will not be effected. The Sponsor merger proposal and Xxxxxxxxx’x directors and officers have agreed seek to vote convince the Founder Shares and any Public Shares owned by them holders of those shares to change their votes to votes in favor of the SuRo PIPE Issuance Proposalmerger proposal. See “Other Agreements — Sponsor Agreement” for more information. The Incentive Plan provides that We do not anticipate calling a vote on the total adjournment proposal if the merger proposal is approved by the requisite number of shares of Xxxxxxxxx Class A common stock that may be issued under at the Incentive Plan is 10% of the shares of Xxxxxxxxx Class A common stock outstanding On March 12, 2021, the Xxxxxxxxx Board adopted the Xxxxxxxxx Capital Corp II 2020 Omnibus Incentive Plan (the “Incentive Plan”), effective as of the closing of the Merger, subject to the approval of our stockholders. Xxxxxxxxx anticipates that the initial share reserve to be authorized under the Incentive Plan should be sufficient for multiple years of future awards. We are seeking stockholder approval of the Incentive Plan (i) in order for incentive stock options to meet the requirements of the Code and (ii) in order to comply with the NYSE Listing Rules. The purpose of the Incentive Plan is to enhance the Post-Combination Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Post- Combination Company by providing these individuals with equity ownership opportunities. We believe that the Incentive Plan is essential to our success. Equity awards are intended to motivate high levels of performance and align the interests of our directors, employees and consultants with those of our stockholders by giving directors, employees and consultants an equity stake in the Post-Combination Company and providing a means of recognizing their contributions to the success of the Post-Combination Company. The Xxxxxxxxx Board and management believe that equity awards are necessary to remain competitive in our industry and are essential to recruiting and retaining the highly qualified employees who help the Post-Combination Company meet its goals. If approved by the Xxxxxxxxx Board and our stockholders, the Incentive Plan will become effective upon the consummation of the Merger. The following is a summary of the material features of the Incentive Plan. This summary is qualified in its entirety by reference to the complete text of the Incentive Plan, a copy of which is attached to this joint proxy statement/prospectus as Xxxxx X. We urge our stockholders to read carefully the entire Incentive Plan before voting on this proposal. The purpose of the Incentive Plan is to provide a means through which to attract, retain and motivate key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of Xxxxxxxxx Class A common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholdersspecial meeting.

Vote Required for Approval. If the Merger Proposal is not approved, the SuRo PIPE Issuance Incentive Plan Proposal will not be presented at the Xxxxxxxxx Special Meeting. The approval of the SuRo PIPE Issuance Incentive Plan Proposal requires the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Xxxxxxxxx Special Meeting. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, abstentions and broker non-votes will have no effect on the SuRo PIPE Issuance Incentive Plan Proposal. The Merger is conditioned upon the approval of the SuRo PIPE Issuance Incentive Plan Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the SuRo PIPE Issuance Incentive Plan Proposal, if the Merger is not consummated for any reason, the actions contemplated by the SuRo PIPE Issuance Incentive Plan Proposal will not be effected. The Sponsor and Xxxxxxxxx’x directors and officers have agreed to vote the Founder Shares and any Public Shares owned by them in favor of the SuRo PIPE Issuance Incentive Plan Proposal. See “Other Agreements — Sponsor Agreement” for more information. The Incentive Plan provides that Adjournment Proposal, if adopted, will allow the total number Xxxxxxxxx Board to adjourn the Xxxxxxxxx Special Meeting to a later date or dates, if necessary, to permit further solicitation of shares proxies if, based upon the tabulated vote at the time of the Xxxxxxxxx Class A common stock that may be issued under Special Meeting, there are not sufficient votes to approve the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal or the Incentive Plan is 10% Proposal, or we determine that one or more of the shares of closing conditions under the Skillsoft Merger Agreement is not satisfied or waived. In no event will the Xxxxxxxxx Class A common stock outstanding On March 12, 2021Board adjourn the Xxxxxxxxx Special Meeting or consummate the Merger beyond the date by which it may properly do so under the Existing Charter and Delaware law. If the Adjournment Proposal is not approved by stockholders, the Xxxxxxxxx Board adopted may not be able to adjourn the Xxxxxxxxx Capital Corp II 2020 Omnibus Special Meeting to a later date in the event that there are insufficient votes for the approval of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal or the Incentive Plan (the “Incentive Plan”)Proposal, effective as or we determine that one or more of the closing of conditions under the Merger, Skillsoft Merger Agreement is not satisfied or waived. If Xxxxxxxxx does not consummate the Merger and fails to complete an initial business combination within the Completion Window (subject to the approval of our stockholders. Xxxxxxxxx anticipates that the initial share reserve to be authorized under the Incentive Plan should be sufficient for multiple years of future awards. We are seeking stockholder approval of the Incentive Plan (i) in order for incentive stock options to meet the requirements of law), Xxxxxxxxx will be required to dissolve and liquidate its trust account by returning the Code and (ii) then remaining funds in order such account to comply with the NYSE Listing Rules. The purpose of the Incentive Plan is to enhance the Post-Combination Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Post- Combination Company by providing these individuals with equity ownership opportunities. We believe that the Incentive Plan is essential to our success. Equity awards are intended to motivate high levels of performance and align the interests of our directors, employees and consultants with those of our stockholders by giving directors, employees and consultants an equity stake in the Post-Combination Company and providing a means of recognizing their contributions to the success of the Post-Combination Company. The Xxxxxxxxx Board and management believe that equity awards are necessary to remain competitive in our industry and are essential to recruiting and retaining the highly qualified employees who help the Post-Combination Company meet its goals. If approved by the Xxxxxxxxx Board and our stockholders, the Incentive Plan will become effective upon the consummation of the Merger. The following is a summary of the material features of the Incentive Plan. This summary is qualified in its entirety by reference to the complete text of the Incentive Plan, a copy of which is attached to this joint proxy statement/prospectus as Xxxxx X. We urge our stockholders to read carefully the entire Incentive Plan before voting on this proposal. The purpose of the Incentive Plan is to provide a means through which to attract, retain and motivate key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of Xxxxxxxxx Class A common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our public stockholders.