OmniLit Stockholder Approval. OmniLit shall (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to OmniLit Stockholders in compliance with applicable Law, (ii) solely with respect to the Transaction Proposals, duly give notice of and convene and hold a meeting of its stockholders (the “OmniLit Stockholders’ Meeting”) in accordance with OmniLit’s Governing Documents and Nasdaq Listing Rule 5620(b), for a date no later than 30 Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of OmniLit 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 OmniLit Stockholder Redemption. OmniLit shall, through its Board of Directors (acting on the recommendation of the Special Committee), recommend to its stockholders the (A) amendment and restatement of OmniLit’s certificate of incorporation, in substantially the form attached as Exhibit C to this Agreement, (B) adoption and approval of this Agreement and the Merger in accordance with applicable Law and exchange rules and regulations, (C) approval of the issuance of shares of OmniLit Post-Merger Class A Common Stock in connection with the Merger, (D) approval of the adoption by OmniLit of the Incentive Plan and the ESPP described in Section 7.1, (E) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (F) adoption and approval of any other proposals as reasonably agreed by OmniLit and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (G) adjournment of the OmniLit Stockholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (which will be dependent upon a majority of the minority OmniLit shareholders voting in favor of such proposals in (A) through (G), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Board of Directors of OmniLit shall not withdraw, amend, qualify or modify its recommendation to the OmniLit Stockholders that they vote in favor of the Transaction Proposals (a “Modification in Recommendation”). Notwithstanding anything in this Sectio...
