Common use of Parent Stockholder Approval Clause in Contracts

Parent Stockholder Approval. (a) Subject to the other provisions of this Agreement, Parent shall take all actions in accordance with Applicable Law, its Governing Documents and the rules and regulations of the NYSE to establish a record date for, duly call, give notice of, convene and hold, as promptly as practicable after the SEC or the staff of the SEC clears the Proxy Statement for mailing to the Parent Stockholders (and in no event later than forty-five (45) days after such time), the Parent Stockholder Meeting for the purpose of obtaining the Parent Stockholder Approval. Unless the Board shall have effected a Parent Change of Recommendation as permitted by Section 5.23(d)(ii), the Board shall solicit from stockholders of Parent proxies in favor of the Securities Issuances, and the Proxy Statement shall include the Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Parent, after consultation with the Partnership, may adjourn or postpone the Parent Stockholder Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided to the Parent Stockholders or, if as of the time for which the Parent Stockholder Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting. In addition, Parent may and, if requested by the Partnership, shall adjourn or postpone the Parent Stockholder Meeting for a period or periods of up to thirty (30) days in the aggregate to permit additional time to solicit the Parent Stockholder Approval in the event that proxies sufficient therefor have not been received by Parent. Parent shall keep the Partnership reasonably informed (and in any event upon request by the Partnership) of proxy solicitation results.

Parent Stockholder Approval. Parent shall (a) Subject as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to Parent’s stockholders in compliance with Applicable Legal Requirement, (ii) duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the other provisions of this Agreement, Parent shall take all actions “Special Meeting”) in accordance with Parent’s Organizational Documents, which meeting shall be held not more than 20 Business Days after the date on which Parent mails the Proxy Statement to its stockholders, and (iii) solicit proxies from the holders of Parent Class A Stock to vote in favor of each of the Parent Stockholder Matters, and (b) provide Parent’s stockholders with the opportunity to redeem shares of Parent Class A Stock (the “Parent Stockholder Redemption”). Parent shall, through its board of directors, recommend to its stockholders the (A) approval of the amendment and restatement of Parent’s Organizational Documents, in the form of the Parent A&R Charter attached hereto as Exhibit B (as may be subsequently amended by mutual written agreement of the Company and Parent at any time before the effectiveness of the Registration Statement), including any separate or unbundled advisory proposals to implement the foregoing, (B) the adoption of this Agreement and approval of the Transactions in accordance with applicable Law and exchange rules and regulations, (C) approval of, for purposes of complying with the applicable rules of the NYSE, the issuance of shares of Parent Class A Stock in connection with the Merger, including the shares to be issued to the PIPE Investors as contemplated by the Subscription Agreements (D) approval of the adoption of a management equity incentive plan (“LTIP”), (E) adoption and approval of an employee stock purchase plan, in form and substance reasonably acceptable to Parent and the Company, (the “ESPP”), (F) 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/Registration Statement or correspondence related thereto, (G) adoption and approval of any other proposals as reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the Transactions, and (H) 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 (E), together, the “Parent Stockholder Matters”), and include such recommendation in the Proxy Statement. The board of directors of Parent shall not (and no committee or subgroup thereof shall) withdraw, amend, qualify or modify its recommendation to the stockholders of Parent that they vote in favor of the Parent Stockholder Matters (together with any withdrawal, amendment, qualification or modification of its recommendation to the stockholders of Parent described in the Recitals hereto, a “Change in Recommendation”); provided, that the board of directors of Parent may make a Change in Recommendation if it determines in good faith, after consultation with its outside legal counsel, that a failure to make a Change in Recommendation would reasonably be expected to constitute a breach by the board of directors of its fiduciary obligations to Parent’s stockholders under Applicable Legal Requirements. To the fullest extent permitted by applicable Law, its Governing Documents and the rules and regulations of the NYSE (x) Parent’s obligations to establish a record date for, duly call, give notice of, convene and holdhold the Special Meeting shall not be affected by any Change in Recommendation, as promptly as practicable after (y) Parent agrees to establish a record date for, duly call, give notice of, convene and hold the SEC or the staff of the SEC clears the Proxy Statement Special Meeting and submit for mailing to the Parent Stockholders (and in no event later than forty-five (45) days after such time), approval the Parent Stockholder Meeting for Matters and (z) Parent agrees that if the purpose of obtaining Parent Stockholder Approval shall not have been obtained at any such Special Meeting, then Parent shall promptly continue to take all such necessary actions, including the actions required by this Section 7.01(b), and hold additional Special Meetings in order to obtain the Parent Stockholder Approval. Unless Parent agrees that it shall provide the Board shall have effected a Parent Change holders of Recommendation as permitted by Section 5.23(d)(ii), the Board shall solicit from stockholders of Parent proxies in favor of the Securities Issuances, and the Proxy Statement shall include the Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Parent, after consultation with the Partnership, may adjourn or postpone the Parent Stockholder Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided to the Parent Stockholders or, if as of the time for which the Parent Stockholder Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Parent Class A Stock represented (either the opportunity to elect redemption of such shares of Parent Class A Stock in person or connection with the Special Meeting, as required by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting. In addition, Parent may and, if requested by the Partnership, shall adjourn or postpone the Parent Stockholder Meeting for a period or periods of up to thirty (30) days in the aggregate to permit additional time to solicit the Parent Stockholder Approval in the event that proxies sufficient therefor have not been received by Parent. Parent shall keep the Partnership reasonably informed (and in any event upon request by the Partnership) of proxy solicitation resultsOrganizational Documents.

Parent Stockholder Approval. As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Parent shall (a) Subject duly give notice of and (b) use commercially reasonable efforts to duly convene and hold a meeting of the other provisions of this Agreement, Parent shall take all actions Stockholders (the “Parent Stockholders Meeting”) in accordance with Applicable Law, its the Governing Documents of Parent, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its Parent Stockholders with the rules and regulations opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of the NYSE to establish a record date forits board of directors, duly call, give notice of, convene and hold, as promptly as practicable after the SEC or the staff of the SEC clears the Proxy Statement for mailing recommend to the Parent Stockholders (the “Parent Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Mergers) (the “Business Combination Proposal”); (ii) the approval of the issuance of the Parent Common Stock in no event later than forty-five connection with the transactions contemplated by this Agreement as required by Nasdaq listing requirements (45the “Nasdaq Proposal”); (iii) days after such time)the adoption and approval of the amendments to the Governing Documents of Parent contemplated by the Parent Certificate of Incorporation, the Parent Stockholder Certificate of Designations, and the Parent Bylaws (the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and the Company Parties as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals”); provided, that Parent may adjourn the Parent Stockholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval. Unless , (B) for the Board shall have effected absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Parent Change has determined, based on the advice of Recommendation as permitted outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Section 5.23(d)(ii), the Board shall solicit from stockholders of Parent proxies in favor of the Securities Issuances, and the Proxy Statement shall include the Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Parent, after consultation with the Partnership, may adjourn or postpone the Parent Stockholder Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided Stockholders prior to the Parent Stockholders or, Meeting; or (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result in the time for which condition set forth in Section 6.3(c) not being satisfied; provided that, without the consent of the Company Parties, in no event shall Parent adjourn the Parent Stockholder Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is originally scheduled (beyond the Termination Date. The Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, Parent covenants that none of the Parent Board or Parent nor any committee of the Parent Board shall withdraw or modify, or propose publicly or by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy Statement), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting. In addition, Parent may and, if requested by the Partnership, shall adjourn or postpone the Parent Stockholder Meeting for a period or periods of up to thirty (30) days in the aggregate to permit additional time to solicit the Parent Stockholder Approval in the event that proxies sufficient therefor have not been received by Parent. Parent shall keep the Partnership reasonably informed (and in any event upon request by the Partnership) of proxy solicitation results.

Parent Stockholder Approval. Parent shall (a) Subject as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to Parent Stockholders in compliance with applicable Law, (ii) solely with respect to the other provisions following clause (1), duly (1) give notice of this Agreement, and (2) convene and hold a meeting of its stockholders (the “Parent shall take all actions Stockholders’ Meeting”) in accordance with Applicable Law, its Parent’s Governing Documents and the Nasdaq rules and regulations for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of Parent Common Stock to vote in favor of each of the NYSE Transaction Proposals, and (b) provide its shareholders with the opportunity to elect to effect an Parent Stockholder Redemption. Parent shall, through its Board of Directors, recommend to its shareholders the (A) approval of the change of Parent’s name to “Rover Group, Inc.”, (B) amendment and restatement of Parent’s Governing Documents, in substantially the form attached as Exhibits A and B to this Agreement (as may be subsequently amended by mutual written agreement of the Company and Parent at any time before the effectiveness of the Registration Statement) in connection with the Merger, including any separate or unbundled proposals as are required to implement the foregoing, (C) the adoption and approval of this Agreement in accordance with applicable Law and Nasdaq rules and regulations, (D) approval of the issuance of shares of Parent Common Stock in connection with the Merger in accordance with applicable Law and Nasdaq rules and regulations, (E) approval of the adoption by Parent of the equity plans described in Section 6.11, (F) the election of directors effective as of the Closing as contemplated by Section 6.12, (G) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (H) adoption and approval of any other proposals as reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby and (I) adjournment of the Parent Stockholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (I), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Board of Directors of Parent shall not withdraw, amend, qualify or modify its recommendation to the shareholders of Parent that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Parent described in the Recitals hereto, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Parent agrees to establish a record date for, duly call, give notice of, convene and hold, as promptly as practicable after the SEC or the staff of the SEC clears the Proxy Statement for mailing to hold the Parent Stockholders Stockholders’ Meeting and submit for approval the Transaction Proposals, (and in no event later than forty-five (45y) days after such time), Parent agrees to use its reasonable best efforts to obtain the Parent Stockholder Approval at the Parent Stockholder Meeting and (z) Parent agrees that if the Parent Stockholder Approval shall not have been obtained at any such Parent Stockholders’ Meeting, then Parent shall promptly continue to take all such necessary actions, including the actions required by this Section 6.7(b), and hold additional Parent Stockholders’ Meetings in order to obtain the Parent Stockholder Approval. Parent may only adjourn the Parent Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval. Unless , (ii) for the Board shall have effected absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent Change of Recommendation as permitted by Section 5.23(d)(ii), the Board shall solicit from stockholders of Parent proxies has determined in favor of the Securities Issuances, and the Proxy Statement shall include the Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Parent, good faith after consultation with the Partnership, may adjourn outside legal counsel is required under applicable Law and for such supplemental or postpone the amended disclosure to be disseminated and reviewed by Parent Stockholder Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided Stockholders prior to the Parent Stockholders orStockholders’ Meeting; provided, if as of that the time Parent Stockholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Parent Stockholder Stockholders’ Meeting is was originally scheduled (as set forth in excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Proxy Statement), there are insufficient Agreement End Date. Parent agrees that it shall provide the holders of shares of Parent Class A Common Stock represented (either the opportunity to elect redemption of such shares of Parent Class A Common Stock in person or by proxy) to constitute a quorum necessary to conduct the business of connection with the Parent Stockholder Stockholders’ Meeting. In addition, Parent may and, if requested by the Partnership, shall adjourn or postpone the Parent Stockholder Meeting for a period or periods of up to thirty (30) days in the aggregate to permit additional time to solicit the Parent Stockholder Approval in the event that proxies sufficient therefor have not been received as required by Parent. Parent shall keep the Partnership reasonably informed (and in any event upon request by the Partnership) of proxy solicitation results’s Governing Documents.

Parent Stockholder Approval. As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Parent shall (a) Subject duly give notice of and (b) use commercially reasonable efforts to duly convene and hold a meeting of the other provisions of this Agreement, Parent shall take all actions Stockholders (the “Parent Stockholders Meeting”) in accordance with Applicable Law, its the Governing Documents of Parent, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its Parent Stockholders with the rules and regulations opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of the NYSE to establish a record date forits board of directors, duly call, give notice of, convene and hold, as promptly as practicable after the SEC or the staff of the SEC clears the Proxy Statement for mailing recommend to the Parent Stockholders (the “Parent Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Mergers) (the “Business Combination Proposal”); (ii) the approval of the issuance of the Parent Common Stock in no event later than forty-five connection with the transactions contemplated by this Agreement as required by Nasdaq listing requirements (45the “Nasdaq Proposal”); (iii) days after such time)the adoption and approval of the amendments to the Governing Documents of Parent contemplated by the Parent Certificate of Incorporation, the Parent Stockholder Certificate of Designations, and the Parent Bylaws (the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and the Company Parties as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals”); provided, that Parent may adjourn the Parent Stockholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval. Unless , (B) for the Board shall have effected absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Parent Change has determined, based on the advice of Recommendation as permitted outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Section 5.23(d)(ii), the Board shall solicit from stockholders of Parent proxies in favor of the Securities Issuances, and the Proxy Statement shall include the Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Parent, after consultation with the Partnership, may adjourn or postpone the Parent Stockholder Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided Stockholders prior to the Parent Stockholders or, Meeting; or (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result in the time for which condition set forth in Section 6.3(c) not being satisfied; provided that, without the consent of the Company Parties, in no event shall Parent adjourn the Parent Stockholder Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is originally scheduled (beyond the Termination Date. The Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, Parent covenants that none of the Parent Board or Parent nor any committee of the Parent Board shall withdraw or modify, or propose publicly or by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy Statement), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting. In addition, Parent may and, if requested by the Partnership, shall adjourn or postpone the Parent Stockholder Meeting for a period or periods of up to thirty (30) days in the aggregate to permit additional time to solicit the Parent Stockholder Approval in the event that proxies sufficient therefor have not been received by Parent. Parent shall keep the Partnership reasonably informed (and in any event upon request by the Partnership) of proxy solicitation results.77

Parent Stockholder Approval. (a) Subject to As promptly as reasonably practicable after the other provisions execution of this Agreement, and in any event no later than the later to occur of sixty (60) days following the Closing Date, Parent shall take all actions in accordance with Applicable Law, its Governing Documents and the rules and regulations of the NYSE to establish a record date for, duly call, give notice of, convene and hold, as promptly as practicable after the SEC or the staff of the SEC clears prepare the Proxy Statement for mailing to in preliminary form and file it with the Parent Stockholders (and in no event later than forty-five (45) days after such time), the Parent Stockholder Meeting for the purpose SEC. The Board of obtaining the Parent Stockholder Approval. Unless the Board shall have effected a Parent Change of Recommendation as permitted by Section 5.23(d)(ii), the Board shall solicit from stockholders Directors of Parent proxies shall recommend to Parent’s stockholders that the holders of the Common Stock vote in favor of the Securities Issuances, Parent Stockholder Approval and shall include such recommendation in the Proxy Statement and shall include the Board Recommendationnot rescind, modify or withdraw such recommendation except as required to comply with fiduciary duties. Notwithstanding anything Prior to the contrary contained Closing, the Company shall provide to Parent all information reasonably available to it concerning the Company and its Affiliates as may be reasonably requested by Parent in this Agreement, Parent, after consultation connection with the Partnership, may adjourn or postpone Proxy Statement and shall use its commercially reasonable efforts to otherwise assist and cooperate with Parent in the Parent Stockholder Meeting preparation of the Proxy Statement and the resolution of any comments thereto received from the SEC if and to the extent necessary reasonably requested by Parent. Each of Parent, the Stockholder Representative and the Company shall promptly correct any information provided by it for use in the Proxy Statement if and to ensure that the extent such information shall have become false or misleading in any legally required supplement material respect. Parent shall notify the Stockholder Representative promptly upon the receipt of any comments from the SEC and of any request by the SEC for amendments or amendment supplements to the Proxy Statement is provided and shall supply the Stockholder Representative with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Parent Stockholders or, if as of the time for which the Parent Stockholder Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting. In addition, Parent may and, if requested by the Partnership, shall adjourn or postpone the Parent Stockholder Meeting for a period or periods of up to thirty (30) days in the aggregate to permit additional time to solicit the Parent Stockholder Approval in the event that proxies sufficient therefor have not been received by Parent. Parent shall keep use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the Partnership SEC concerning the Proxy Statement and to resolve such comments with the SEC, and shall use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably informed practicable after the resolution of any such comments. Prior to the filing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the stockholders of Parent, or responding to any comments from the SEC with respect thereto, Parent shall provide the Stockholder Representative with a reasonable opportunity to review and to propose comments on such document or response, which Parent shall consider in any event upon request by the Partnership) of proxy solicitation resultsgood faith.

Parent Stockholder Approval. (a) Subject to Promptly after the other provisions of this Agreementdate hereof, Parent shall take all actions action necessary in accordance with Applicable Law, its Governing Documents the DGCL and the rules and regulations of the NYSE Parent's organizational documents to establish a record date for, duly call, give notice ofof and hold a meeting of the Parent Stockholders (the "Parent Stockholders' Meeting") to consider, convene without limitation, (i) the adoption of this Agreement and holdthe approval of the Merger, (ii) the approval of the Investment, (ii) the approval of an amendment and restatement of Parent's Certificate of Incorporation in the form set forth on Exhibit H hereto (such amendment and restatement, the "Parent Charter Amendment"), and (iii) the election of the individuals listed in Section 5.1(f) as directors of Parent (all of the foregoing proposals, the "Parent Proposals"). The Parent Stockholders' Meeting shall be held on a date selected by Parent in consultation with the Company as promptly as practicable after the SEC or Proxy Statement is cleared by the staff of the SEC clears SEC, but in any event, absent any legal restraint or as otherwise agreed by the Company, within 45 days following the mailing of the Proxy Statement to the Parent Stockholders. Parent shall use its reasonable best efforts to solicit the approval of the foregoing Parent Proposals and to take all other action necessary or advisable to secure the vote or consent of the Parent Stockholders required by the rules of the SEC, the Nasdaq Stock Market or Delaware law, as applicable. Except to the extent required by Law or with the Company's prior written consent, Parent shall not (i) change the date specified in the Proxy Statement for mailing to the Parent Stockholders Stockholders' Meeting or (and in no event later than forty-five (45ii) days after such time), postpone or delay the Parent Stockholder Meeting for the purpose of obtaining the Parent Stockholder Approval. Unless the Board shall have effected a Parent Change of Recommendation as permitted by Section 5.23(d)(ii)Stockholders' Meeting, the Board shall solicit from stockholders of Parent proxies in favor of the Securities Issuances, and the Proxy Statement shall include the Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Parent, after consultation with the Partnership, may adjourn or postpone the Parent Stockholder Meeting except (x) to the extent necessary to ensure that any legally required amendment or supplement or amendment to the Proxy Statement required by applicable Law is provided to the Parent Stockholders or, if as of the time for which Company sufficiently in advance of the Parent Stockholder Stockholders' Meeting is originally scheduled or (as set forth in the Proxy Statement), y) if there are an insufficient number of shares of Parent Common Stock represented (either in person or by proxy) proxy at the Parent Stockholders' Meeting to constitute a quorum necessary or to conduct the business of approve the Parent Stockholder Meeting. In additionProposals, in which case Parent may may, and, if requested at the Company's request, shall, adjourn the Parent Stockholders' Meeting and use its reasonable best efforts to obtain a quorum and the requisite vote to approve the Parent Proposals as promptly as practicable. The Parent Proposals shall be the only matters (other than adjournment as contemplated by the Partnership, shall adjourn or postpone preceding sentence) that Parent will propose to be acted on by the Parent Stockholder Meeting for a period or periods of up to thirty (30) days in the aggregate to permit additional time to solicit Stockholders at the Parent Stockholder Approval in the event that proxies sufficient therefor have not been received by Parent. Parent shall keep the Partnership reasonably informed (and in any event upon request by the Partnership) of proxy solicitation resultsStockholders' Meeting.

Parent Stockholder Approval. (a) Subject to As of the other provisions of Signing Date, the Parent Board has adopted resolutions approving this Agreement and the transactions contemplated by this Agreement on substantially the terms and conditions set forth in this Agreement, and directing that this Agreement and the other transactions contemplated by this Agreement, on such terms and conditions, be submitted to the holders of Capital Stock of Parent shall take all actions entitled to vote thereon (the “Parent Stockholders”) for their consideration at a special meeting (the “Parent Stockholder Meeting”). Subject to timely receipt from Nutex and the Nutex Subsidiaries of financial and other information necessary or advisable for inclusion in the Proxy in accordance with Applicable Law, its Governing Documents the SEC’s disclosure requirements and the rules and regulations assuming clearance of the NYSE Proxy as set forth in Section 4.10(a) hereof, Parent will take, in accordance with the federal securities Laws and its Organizational Documents, including the Parent Certificate of Incorporation and bylaws, all action necessary to establish a record date for, (i) duly call, call and give notice ofof the Parent Stockholder Meeting as soon as practicable, and (ii) duly convene and hold, as promptly as practicable after hold the SEC Parent Stockholder Meeting on or about the staff anticipated Closing Date but in no event later than thirty (30) calendar days following the date Parent sends notice of the SEC clears the Proxy Statement for mailing Parent Stockholder Meeting to the Parent Stockholders (with any and in no event later than forty-five (45) days after all adjournments to occur within such timeperiod), to consider and vote upon the adoption of this Agreement and approval of the other transactions contemplated by this Agreement as well as any other such matters. The Parent Board shall (a) recommend to the Parent Stockholders that they adopt this Agreement at the Parent Stockholder Meeting for and (b) use its reasonable best efforts to obtain from the purpose Parent Stockholders the approval of a proposal to adopt this Agreement at the Parent Stockholder Meeting and to appoint the New Nutex Directors to the Parent Board, effective as of the Closing (the “Parent Stockholder Approval”). Parent and Nutex shall jointly prepare the Parent Stockholder Meeting materials in conjunction with obtaining the Parent Stockholder Approval. Unless the Board Parent shall have effected a Parent Change of Recommendation as permitted by Section 5.23(d)(ii), the Board shall solicit from stockholders of Parent proxies in favor of the Securities Issuances, and the Proxy Statement shall include the Board Recommendation. Notwithstanding anything submit this Agreement to the contrary contained in this Agreement, Parent, after consultation with the Partnership, may adjourn or postpone Parent Stockholders at the Parent Stockholder Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided to even if the Parent Stockholders orBoard shall have withdrawn, if modified or qualified its recommendation, unless this Agreement has been terminated in accordance with its terms. As soon as of the time for which the Parent Stockholder Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of reasonable practicable after the Parent Stockholder Meeting. In addition, Parent may andshall deliver to Nutex a certificate of an authorized officer of Parent certifying as to the number of shares of Parent Capital Stock voted and Parent Stockholders voting in favor of, if requested by voting against, or abstaining from voting on the Partnershiptransactions contemplated herein and the terms of this Agreement, shall adjourn or postpone at the Parent Stockholder Meeting for a period or periods of up to thirty (30) days in the aggregate to permit additional time to solicit the Parent Stockholder Approval in the event that proxies sufficient therefor have not been received by Parent. Parent shall keep the Partnership reasonably informed (and in any event upon request by the Partnership) of proxy solicitation resultsMeeting.

Parent Stockholder Approval. Parent shall (a) Subject as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to Parent Stockholders in compliance with applicable Law, (ii) solely with respect to the other provisions Parent Transaction Proposals, duly give notice of this Agreement, Parent shall take all actions and convene and hold a meeting of its stockholders in accordance with Applicable Law, its Parent’s Governing Documents and Nasdaq Listing Rule 5620(b) (the rules “Parent Stockholders’ Meeting”), for a date no later than 30 Business Days following the date the Registration Statement is declared effective, and regulations (iii) solicit proxies from the holders of Parent Common Stock to vote in favor of each of the NYSE Parent Transaction Proposals, and (b) provide its stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through its Board, recommend to the Parent Stockholders the Parent Transaction Proposals, and include such recommendation in the Proxy Statement, and the Board of Parent shall not withdraw, amend, qualify or modify its recommendation to the Parent Stockholders that they vote in favor of the Parent Transaction Proposals. Xxxxxx agrees to establish a record date for, duly call, give notice of, convene and hold, as promptly as practicable after the SEC or the staff of the SEC clears the Proxy Statement for mailing to hold the Parent Stockholders (Stockholders’ Meeting and in no event later than forty-five (45) days after such time), submit for approval the Parent Stockholder Meeting for the purpose of obtaining the Parent Stockholder Approval. Unless the Board shall have effected a Parent Change of Recommendation as permitted by Section 5.23(d)(ii)Transaction Proposals, the Board shall solicit from stockholders of Parent proxies in favor of the Securities Issuances, and the Proxy Statement shall include the Board Recommendationeach case in accordance with this Agreement. Notwithstanding anything to the contrary contained in this Agreement, ParentParent shall be entitled to postpone or adjourn the Parent Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with the Partnership, may adjourn outside legal counsel is required under applicable Law and for such supplemental or postpone the amended disclosure to be disseminated and reviewed by Parent Stockholder Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided Stockholders prior to the Parent Stockholders orStockholders’ Meeting; provided, if as of however, that the time Parent Stockholders’ Meeting (A) may not be adjourned to a date that is more than 15 days after the date for which the Parent Stockholder Stockholders’ Meeting is was originally scheduled (as set forth in excluding any adjournments required by applicable Law) and (B) shall not be held later than three (3) Business Days prior to the Proxy Statement), there are insufficient Outside Date. Parent agrees that it shall provide the holders of shares of Parent Class A Common Stock represented (either the opportunity to elect redemption of such shares of Parent Class A Common Stock in person or by proxy) to constitute a quorum necessary to conduct the business of connection with the Parent Stockholder Stockholders’ Meeting. In addition, Parent may and, if requested by the Partnership, shall adjourn or postpone the Parent Stockholder Meeting for a period or periods of up to thirty (30) days in the aggregate to permit additional time to solicit the Parent Stockholder Approval in the event that proxies sufficient therefor have not been received as required by Parent. Parent shall keep the Partnership reasonably informed (and in any event upon request by the Partnership) of proxy solicitation results’s Governing Documents.

Parent Stockholder Approval. (a) Subject to the other provisions of this Agreement, Parent shall take all actions action necessary in accordance with Applicable Law, its Governing Documents applicable Laws and the rules Parent Charter and regulations of the NYSE Parent Bylaws to establish a record date for, duly call, give notice of, convene and hold, as promptly as practicable after the SEC or the staff hold a meeting of the SEC clears the Proxy Statement for mailing to the Parent Stockholders (the “Parent Stockholder Meeting”) to consider and vote on proposals to adopt and approve this Agreement, the Merger, the issuance of the shares of Parent Common Stock in connection with the Merger and the Charter Amendment, including the Reverse Stock Split (collectively, the “Parent Stockholder Proposals”). Parent shall mail the Proxy Statement as soon as reasonably practicable after the Clearance Date and shall hold the Parent Stockholder Meeting no event later than forty-five (45) days after such time)mailing the Proxy Statement, unless a later date is mutually agreed to by the Company and Parent. Parent shall take all actions as are reasonably necessary or appropriate to solicit from the Parent Stockholder Meeting for the purpose of obtaining the Parent Stockholder Approval. Unless the Board shall have effected a Parent Change of Recommendation as permitted by Section 5.23(d)(ii), the Board shall solicit from stockholders of Parent Stockholders proxies in favor of the Securities IssuancesParent Stockholder Proposals. If on the scheduled date of the Parent Stockholder Meeting, and Parent has not obtained the Proxy Statement Parent Stockholder Approvals, Parent shall include have the Board Recommendation. Notwithstanding anything right to the contrary contained in this Agreement, Parent, after consultation with the Partnership, may adjourn or postpone the Parent Stockholder Meeting to the extent necessary a later date or dates, such later date or dates not to ensure that any legally required supplement or amendment to the Proxy Statement is provided to the Parent Stockholders or, if as of the time for which the Parent Stockholder Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting. In addition, Parent may and, if requested by the Partnership, shall adjourn or postpone the Parent Stockholder Meeting for a period or periods of up to exceed thirty (30) days in from the aggregate to permit additional time to solicit original date that the Parent Stockholder Approval Meeting was scheduled for the approval of the Parent Stockholder Proposals. The Board of Directors of Parent recommends that the Parent Stockholders approve the Parent Stockholder Proposals (the “Parent Recommendation”) and Parent shall include such Parent Recommendation in the event Proxy Statement. Without limiting the generality of the foregoing, Parent agrees that proxies sufficient therefor have unless this agreement has been terminated in accordance with Section 7.1, its obligations under this Section 5.3 shall not been received by Parent. Parent shall keep the Partnership reasonably informed (and in any event upon request be affected by the Partnership) commencement, public proposal, public disclosure or communication to Parent of proxy solicitation resultsany Parent Acquisition Proposal.

Parent Stockholder Approval. As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Parent shall (a) Subject duly give notice of and (b) use reasonable best efforts to duly convene and hold a meeting of its stockholders (the other provisions of this Agreement, “Parent shall take all actions Stockholders Meeting”) in accordance with Applicable Law, its the Governing Documents of Parent, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its board of directors, recommend to its stockholders (the “Parent Board Recommendation”), (i) the adoption and approval of this Agreement and the rules transactions contemplated hereby (including the Merger) (the “Business Combination Proposal”); (ii) the adoption and regulations approval of the NYSE issuance of the Parent Shares in connection with the transactions contemplated by this Agreement as required by Nasdaq listing requirements (the “Nasdaq Proposal”); (iii) the adoption and approval to establish a record date for, duly call, give notice of, convene amend and hold, restate the Parent New Certificate of Incorporation attached hereto as promptly Exhibit D (the “Governing Document Proposal”); (iv) the adoption and approval of the Parent Incentive Equity Plan and the Parent ESPP (the “Equity Incentive Plan Proposal”); (v) election of directors effective as practicable after of the Closing as contemplated by Section 5.17(a) and Section 5.17(b); (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and the Company as necessary or appropriate in connection with the consummation of the SEC clears transactions contemplated by this Agreement or the Proxy Statement Transaction Documents; and (viii) the adoption and approval of a proposal for mailing to the adjournment of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (and such proposals in no event later than forty-five (45i) days after such time)through (viii) together, the “Transaction Proposals”); provided, that Parent Stockholder may adjourn the Parent Stockholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval. Unless , (B) for the Board shall have effected absence of a quorum, or (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Parent Change has determined, based on the advice of Recommendation as permitted outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Section 5.23(d)(ii), the Board shall solicit from stockholders of Pre-Closing Parent proxies in favor of the Securities Issuances, and the Proxy Statement shall include the Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Parent, after consultation with the Partnership, may adjourn or postpone the Parent Stockholder Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided Holders prior to the Parent Stockholders orMeeting; provided that, if as without the consent of the time for which Company, in no event shall Parent adjourn the Parent Stockholder Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is originally scheduled (as beyond the Termination Date. The Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Parent covenants that none of the Parent Board or Parent nor any committee of the Parent Board shall withdraw or modify, or propose publicly or by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner adverse to the Company, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy Statement), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting. In addition, Parent may and, if requested by the Partnership, shall adjourn or postpone the Parent Stockholder Meeting for a period or periods of up to thirty (30) days in the aggregate to permit additional time to solicit the Parent Stockholder Approval in the event that proxies sufficient therefor have not been received by Parent. Parent shall keep the Partnership reasonably informed (and in any event upon request by the Partnership) of proxy solicitation results.

Parent Stockholder Approval. As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Parent shall (a) Subject duly give notice of and (b) use commercially reasonable efforts to duly convene and hold a meeting of the other provisions of this Agreement, Parent shall take all actions Stockholders (the “Parent Stockholders Meeting”) in accordance with Applicable Law, its the Governing Documents of Parent, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its Parent Stockholders with the rules and regulations opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of the NYSE to establish a record date forits board of directors, duly call, give notice of, convene and hold, as promptly as practicable after the SEC or the staff of the SEC clears the Proxy Statement for mailing recommend to the Parent Stockholders (and in no event later than forty-five (45) days after such timethe “Parent Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Mergers) (the “Business Combination Proposal”); (ii) the approval of the issuance of the Parent Stockholder Common Stock in connection with the transactions contemplated by this Agreement as required by Nasdaq listing requirements (the “Nasdaq Proposal”); (iii) the adoption and approval of the amendments to the Governing Documents of Parent contemplated by the Parent Certificate of Incorporation and the Parent Bylaws (the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and the Company Parties as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals”); provided, that Parent may adjourn the Parent Stockholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval. Unless , (B) for the Board shall have effected absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Parent Change has determined, based on the advice of Recommendation as permitted outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Section 5.23(d)(ii), the Board shall solicit from stockholders of Parent proxies in favor of the Securities Issuances, and the Proxy Statement shall include the Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Parent, after consultation with the Partnership, may adjourn or postpone the Parent Stockholder Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided Stockholders prior to the Parent Stockholders or, Meeting; or (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result in the time for which condition set forth in Section 6.3(c) not being satisfied; provided that, without the consent of the Company Parties, in no event shall Parent adjourn the Parent Stockholder Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is originally scheduled (beyond the Termination Date. The Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, Parent covenants that none of the Parent Board or Parent nor any committee of the Parent Board shall withdraw or modify, or propose publicly or by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy Statement), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting. In addition, Parent may and, if requested by the Partnership, shall adjourn or postpone the Parent Stockholder Meeting for a period or periods of up to thirty (30) days in the aggregate to permit additional time to solicit the Parent Stockholder Approval in the event that proxies sufficient therefor have not been received by Parent. Parent shall keep the Partnership reasonably informed (and in any event upon request by the Partnership) of proxy solicitation results.

Parent Stockholder Approval. (a) Subject As soon as practicable following the date hereof, Parent and the Seller shall cooperate in preparing and cause to be filed with the Securities and Exchange Commission (“SEC”) a proxy statement for a special meeting of Parent’s stockholders (as amended or supplemented, the “Proxy Statement”). Parent shall include in the Proxy Statement a proposal or proposals for or relating to the approval of the transactions contemplated by this Agreement and the Ancillary Agreements, and including the issuance of Parent Common Stock issuable upon conversion of the Buyer OP Units if required under Rule 312.03 of the New York Stock Exchange Listed Manual, which proposal(s) shall be approved at a meeting by Parent Stockholder Approval. Each of Parent and the Seller shall furnish all information (including financial statements and, subject to such auditor’s approval, auditor’s consent) concerning itself, its Subsidiaries and the respective equity holders to the other provisions and provide such other assistance as may be reasonably requested by the other in connection with the preparation, filing and distribution of this Agreementthe Proxy Statement. Parent and the Seller shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC (unless the SEC elects not to review the Proxy Statement) as promptly as practicable after such filing. Parent and the Seller shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the federal securities Laws (including the SEC’s proxy rules) and of Maryland law. Prior to filing the Proxy Statement or any amendment or supplement thereto, Parent shall take all actions in accordance provide the Seller with Applicable Law, its Governing Documents reasonable opportunity to review and the rules and regulations of the NYSE to establish a record date for, duly call, give notice of, convene and holdcomment on such proposed filing. Parent shall, as promptly as practicable after receipt thereof, provide the SEC or Seller copies of any written comments and advise the staff Seller of the SEC clears the Proxy Statement for mailing to the Parent Stockholders (and in no event later than forty-five (45) days after such time)any oral comments, the Parent Stockholder Meeting for the purpose of obtaining the Parent Stockholder Approval. Unless the Board shall have effected a Parent Change of Recommendation as permitted by Section 5.23(d)(ii), the Board shall solicit from stockholders of Parent proxies in favor of the Securities Issuances, and the Proxy Statement shall include the Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Parent, after consultation with the Partnership, may adjourn or postpone the Parent Stockholder Meeting to the extent necessary to ensure that any legally required supplement or amendment respect to the Proxy Statement is provided received from the SEC. Parent shall provide the Seller with a reasonable opportunity to review and comment on any amendment or supplement to the Parent Stockholders orProxy Statement prior to filing with the SEC, if as and with a copy of all such filings made with the SEC. If at any time for which prior to the Parent Stockholder Meeting is originally scheduled (as Closing Date, any information should be discovered by either Party hereto that should be set forth in an amendment or supplement to the Proxy Statement), there are insufficient shares Statement so that the Proxy Statement would not include any misstatement of Parent Stock represented (either in person a material fact or by proxy) omit to constitute a quorum state any material fact required to be stated therein or necessary to conduct make the business statements therein, in the light of the Parent Stockholder Meeting. In additioncircumstances under which they were made, Parent may not misleading, the Party that discovers such information shall promptly notify the other Party and, if requested to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by Parent with the PartnershipSEC and, shall adjourn or postpone to the extent required by applicable Law, disseminated by Parent Stockholder Meeting for a period or periods to the stockholders of up to thirty (30) days in the aggregate to permit additional time to solicit the Parent Stockholder Approval in the event that proxies sufficient therefor have not been received by Parent. Parent shall keep the Partnership reasonably informed (and in any event upon request by the Partnership) of proxy solicitation results.

Parent Stockholder Approval. (a) Subject to the other provisions of this Agreement, The Parent shall take all actions action necessary in accordance with Applicable Law, its Governing Documents applicable Laws and the rules and regulations Organizational Documents of the NYSE Parent to establish a record date for, duly call, give notice of, convene and hold, as promptly as practicable after the SEC or the staff hold a meeting of the SEC clears the Proxy Statement for mailing to the Parent Stockholders (and in no event later than forty-five (45) days after such time), the Parent Stockholder Meeting its stockholders for the purpose of obtaining the approval of the stockholders of the Parent (the “Parent Stockholder Approval. Unless the Board shall have effected a Parent Change of Recommendation as permitted by Section 5.23(d)(ii”), to be held as promptly as reasonably practicable following completion of the review of the Preliminary Proxy Statement by the SEC (subject to applicable notice requirements). The Parent Board shall solicit from stockholders of the Parent proxies in favor of the Securities IssuancesParent Stock Issuance and the Divestiture Transaction, and the Definitive Proxy Statement shall include include, among other proposals, the Parent Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Parent, after consultation with the Partnership, may Parent (a) shall be required to adjourn or postpone the Parent Stockholder Stockholders Meeting (i) to the extent necessary to ensure that any legally required supplement or amendment to the Definitive Proxy Statement is provided to the Parent Stockholders orParent’s stockholders, if or (ii) if, as of the time for which the Parent Stockholder Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement)scheduled, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the at such Parent Stockholder Stockholders Meeting. In addition, Parent and (b) may and, if requested by the Partnership, shall adjourn or postpone the Parent Stockholders Meeting if, as of the time for which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to obtain the Parent Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Parent Stockholders Meeting shall not be adjourned or postponed to a date that is more than 15 Business Days after the date for a period which the meeting was previously scheduled (it being understood that such Parent Stockholders Meeting shall be adjourned or periods of up to thirty (30) days postponed every time the circumstances described in the aggregate foregoing clauses (a)(i) and (a)(ii) exist, and such Parent Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (b) exist); and provided, further, that the Parent Stockholders Meeting shall not be adjourned or postponed to permit additional time a date on or after three Business Days prior to solicit the Termination Date. The Parent shall promptly provide Newtek with all proxy tabulation reports relating to the Parent Stockholders Meeting that have been prepared by the Parent or the Parent’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Newtek reasonably informed regarding the status of the solicitation and any material oral or written communications from or to the Parent’s stockholders with respect thereto. The Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Parent’s stockholders or any other Person to prevent the Parent Stockholder Approval in the event that proxies sufficient therefor have not been received by Parent. Parent shall keep the Partnership reasonably informed (and in any event upon request by the Partnership) of proxy solicitation resultsfrom being obtained.

Parent Stockholder Approval. As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Parent shall (a) Subject duly give notice of and (b) use commercially reasonable efforts to duly convene and hold a meeting of the other provisions of this Agreement, Parent shall take all actions Stockholders (the “Parent Stockholders Meeting”) in accordance with Applicable Law, its the Governing Documents of Parent, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its Parent Stockholders with the rules and regulations opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of the NYSE to establish a record date forits board of directors, duly call, give notice of, convene and hold, as promptly as practicable after the SEC or the staff of the SEC clears the Proxy Statement for mailing recommend to the Parent Stockholders (and in no event later than forty-five (45) days after such timethe “Parent Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Mergers) (the “Business Combination Proposal”); (ii) the approval of the issuance of the Parent Stockholder Common Stock in connection with the transactions contemplated by this Agreement as required by Nasdaq listing requirements (the “Nasdaq Proposal”); (iii) the adoption and approval of the amendments to the Governing Documents of Parent contemplated by the Parent Certificate of Incorporation and the Parent Bylaws (the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and the Company Parties as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals”); provided, that Parent may adjourn the Parent Stockholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval. Unless , (B) for the Board shall have effected absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Parent Change has determined, based on the advice of Recommendation as permitted outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Section 5.23(d)(ii), the Board shall solicit from stockholders of Parent proxies in favor of the Securities Issuances, and the Proxy Statement shall include the Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Parent, after consultation with the Partnership, may adjourn or postpone the Parent Stockholder Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided Stockholders prior to the Parent Stockholders or, Meeting; or (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result in the time for which condition set forth in Section 6.3(c) not being satisfied; provided that, without the consent of the Company Parties, in no event shall Parent adjourn the Parent Stockholder Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is originally scheduled (beyond the Termination Date. The Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, Parent covenants that none of the Parent Board or Parent nor any committee of the Parent Board shall withdraw or modify, or propose publicly or by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of the proposals set forth in the Registration Statement / Proxy Statement), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting. In addition, Parent may and, if requested by the Partnership, shall adjourn or postpone the Parent Stockholder Meeting for a period or periods of up to thirty (30) days in the aggregate to permit additional time to solicit the Parent Stockholder Approval in the event that proxies sufficient therefor have not been received by Parent. Parent shall keep the Partnership reasonably informed (and in any event upon request by the Partnership) of proxy solicitation results.77

Parent Stockholder Approval. Parent shall (a) Subject as promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to Parent Stockholders in compliance with applicable Law, (ii) duly (1) establish a record date for, (2) call and give notice of and (3) convene and hold an extraordinary general meeting of its members (the other provisions of this Agreement, “Parent shall take all actions Stockholders’ Meeting”) in accordance with Applicable Law, its the Parent Governing Documents and applicable NYSE Listing Rules for a date no later than forty-five (45) days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the Parent Stockholders to vote in favor of each of the Transaction Proposals, and (b) provide its members with the opportunity to elect to effect a Parent Share Redemption. Parent shall, through its board of directors, recommend to its members (A) the approval of the continuation of Parent from the Cayman Islands to the State of Delaware, (B) the approval of the change of Parent’s name to “SeatGeek, Inc.”, (C) the amendment and restatement of Parent’s Governing Documents, substantially in the forms attached as Exhibit A and Exhibit B to this Agreement (with such changes as may be agreed in writing by Parent and the Company) (as may be subsequently amended by mutual written agreement of the Company and Parent at any time before the effectiveness of the Proxy Statement / Registration Statement) in connection with the Domestication, including any separate or unbundled proposals as are required to implement the foregoing, (D) the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations regulations, (E) the approval of the issuance of shares of Parent Common Stock in connection with the Transactions pursuant to applicable NYSE Listing Rules, (F) the approval of the issuance of more than one percent (1%) of Parent’s outstanding common stock to a “related party” pursuant to applicable NYSE Listing Rules, (G) the approval of the Equity Proposals, (H) election of directors effective as of the Closing as contemplated by Section 8.5, (I) the 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, (J) the adoption and approval of any other proposals as reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the Transactions and (K) the adjournment of the Parent Stockholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (K), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The board of directors of Parent shall not withdraw, amend, qualify or modify its recommendation to the members of Parent that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the members of Parent in Section 8.2(b), a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Parent’s obligations to establish a record date for, duly call, give notice of, convene and hold, as promptly as practicable after the SEC or the staff of the SEC clears the Proxy Statement for mailing to hold the Parent Stockholders Stockholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Parent agrees to establish a record date for, duly call, give notice of, convene and in no event later than forty-five hold the Parent Stockholders’ Meeting and submit for approval the Transaction Proposals and (45z) days after such time), Parent agrees that if the Parent Stockholder Approval shall not have been obtained at any such Parent Stockholders’ Meeting, then Parent shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Parent Stockholders’ Meetings in order to obtain the Parent Stockholder Approval. Parent may only adjourn the Parent Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval. Unless , (ii) for the Board shall have effected absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent Change of Recommendation as permitted by Section 5.23(d)(ii), the Board shall solicit from stockholders of Parent proxies has determined in favor of the Securities Issuances, and the Proxy Statement shall include the Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Parent, good faith after consultation with the Partnership, may adjourn outside legal counsel is required under applicable Law and for such supplemental or postpone the amended disclosure to be disseminated and reviewed by members of Parent Stockholder Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided prior to the Parent Stockholders orStockholders’ Meeting; provided, if as of that the time Parent Stockholders’ Meeting (x) may not be adjourned to a date that is more than 20 days after the date for which the Parent Stockholder Stockholders’ Meeting is was originally scheduled (as set forth in excluding any adjournments required by applicable Law) and (y) is held no later than three (3) Business Days prior to the Proxy Statement), there are insufficient shares of Parent Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting. In addition, Parent may and, if requested by the Partnership, shall adjourn or postpone the Parent Stockholder Meeting for a period or periods of up to thirty (30) days in the aggregate to permit additional time to solicit the Parent Stockholder Approval in the event that proxies sufficient therefor have not been received by Parent. Parent shall keep the Partnership reasonably informed (and in any event upon request by the Partnership) of proxy solicitation resultsAgreement End Date.