Common use of Proxy Statement; Special Meeting Clause in Contracts

Proxy Statement; Special Meeting. (a) Buyer shall, in accordance with applicable Law and Buyer’s Organizational Documents: (i) prepare and file with the SEC no later than five (5) Business Days following the date of this Agreement, a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder Approval. The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent shall furnish to Buyer all information concerning Seller Parent and its Subsidiaries as Buyer may reasonably request in connection with the preparation of the Proxy Statement. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Buyer shall provide Seller Parent with an opportunity to review and comment on such document or response.

Proxy Statement; Special Meeting. (a) Except as specifically permitted by Section 7.12(c), the Buyer shall, in accordance with applicable Law and the Buyer’s Organizational Documentsamended and restated certificate of incorporation and amended and restated by-laws: (i) prepare and file with the SEC SEC, as promptly as practicable after the date of this Agreement (and in no event later than the later of (x) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements and (y) twenty-five (525) Business Days following calendar days after the date of this Agreement), a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders no later than (provided that the later of (x) Buyer shall not be required to mail the expiration of Proxy Statement until the ten (10)-day period required by SEC Rule 14a-6 and (y) if 2011 Audited Financial Statements have been included in the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”Proxy Statement) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held as promptly as practicable after the date of this Agreement (and in no event later than forty five (45) calendar days after mailing of the twelfth Proxy Statement, subject to adjournments for up to thirty (12th30) day following additional days solely to the Mailing Date extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval. The Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this Agreement and the FinancingAgreement. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent Company shall furnish to the Buyer all information concerning Seller Parent the Company and its the Company Subsidiaries as the Buyer may reasonably request in connection with the preparation of the Proxy Statement, including, without limitation, selected financial data and management’s discussion and analysis of financial condition and results of operations as required pursuant to the rules and regulations of the SEC. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Buyer shall provide Seller Parent the Sellers’ Representative with an opportunity to review and comment on such document or response.

Proxy Statement; Special Meeting. (a) Buyer shall, in accordance with applicable Law and Buyer’s Organizational Documents: (i) prepare and file with the SEC no later than five (5) Business Days following As soon as is reasonably practicable after the date of this Agreement, the Purchaser shall prepare and file with the Securities and Exchange Commission (“Commission”) under the Exchange Act proxy materials for the purpose of soliciting proxies from holders of Purchaser Stock to vote in favor of (i) the approval of the transactions contemplated by this Agreement (the “Purchaser Stockholder Approval”), (ii) the change of the name of the Purchaser to a preliminary name selected by the Purchaser, (iii) an amendment to remove the preamble and sections A through D, inclusive, of Article Sixth from the Purchaser’s Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth, and (v) the adoption of an Incentive Stock Option Plan or other equity incentive plan at a meeting of holders of Purchaser Stock to be called and held for such purpose (the “Special Meeting”). Such proxy materials shall be in the form of a proxy statement relating to be used for the solicitation purpose of soliciting such proxies from the stockholders holders of Buyer Purchaser Stock for the Buyer Stockholder Approval and (A) respond promptly matters to any comments made by be acted upon at the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement Special Meeting (the “Proxy Statement”) to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder Approval). The Proxy Statement Company shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant use its reasonable efforts to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent shall furnish to Buyer the Purchaser all information concerning Seller Parent and its Subsidiaries the Company as Buyer the Purchaser may reasonably request in connection with the preparation of the Proxy Statement. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Buyer The Company and its counsel shall provide Seller Parent with be given an opportunity to review and comment on such document proxy materials, including amendments thereto, prior to their filing with the Commission and the Purchaser will not file any documents containing information that the Company has reasonably determined is incorrect or responsemisleading and notified the Purchaser in writing thereof. The Purchaser, with the assistance of the Company, shall promptly respond to any Commission comments on such proxy materials and shall otherwise use reasonable best efforts to cause the definitive Proxy Statement to be approved by the Commission for distribution to the Purchaser’s stockholders as promptly as practicable.

Proxy Statement; Special Meeting. (a) Buyer shallAs soon as is reasonably practicable after execution of this Agreement, in accordance with applicable Law and Buyer’s Organizational Documents: (i) NSAQ shall prepare and file with the SEC no later than five under the Exchange Act, and with all other applicable regulatory bodies, proxy materials for the purpose of soliciting proxies from holders of NSAQ Common Stock to vote, at a meeting of the holders of NSAQ Common Stock to be called for such purpose (5the “Special Meeting”), in favor of, among other things, (i) Business Days following the date adoption of this AgreementAgreement and the approval of the SDI Preferred Stock Purchase and the Share Exchange, (ii) the issuance of the NSAQ Shares in connection with the Share Exchange, (iii) if mutually agreed to by NSAQ and SDI, the redomestication of NSAQ to the British Virgin Islands, (iv) the change of the name of NSAQ to a preliminary name selected by SDI, (v) increasing the authorized number of shares of NSAQ Common Stock, (vi) the election of directors of NSAQ pursuant to Section 5.2, whose election shall be effective as of the Closing, (vii) other changes to NSAQ’s certificate of incorporation agreed by the Parties, including (1) changing corporate existence to perpetual; (2) incorporating the classification of directors that would result from the election of directors as contemplated by Section 5.2; (3) removing provisions that will no longer be applicable to NSAQ after the SDI Preferred Stock Purchase and the Share Exchange, and (4) making certain other changes in terms, gender and number that are substantively immaterial; and (viii) an adjournment proposal to adjourn the Special Meeting if, based on the tabulated vote count, NSAQ is not authorized to proceed with the SDI Preferred Stock Purchase and the Share Exchange (romanettes (i) through (viii), collectively, the “NSAQ Stockholder Approval”). Such proxy materials shall be in the form of a proxy statement relating to be used for the solicitation purposes of soliciting proxies from the stockholders holders of Buyer NSAQ Common Stock for the Buyer Stockholder Approval and (A) respond promptly matters to any comments made by be acted upon at the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement Special Meeting (the “Proxy Statement”) to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder Approval). The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent SDI shall furnish to Buyer NSAQ on a timely basis all information concerning Seller Parent and SDI (or any of its Subsidiaries Subsidiaries) as Buyer NSAQ may reasonably request in connection with the preparation of the Proxy Statement. Prior SDI and its counsel shall be given an opportunity to filing the Proxy Statement review, comment on and approve (such approval not to be unreasonably withheld, conditioned or mailing delayed) the Proxy Statement (or including any amendment or supplement amendments thereto) or responding prior to its filing with the SEC. NSAQ, with the assistance of SDI, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable efforts to cause the Proxy Statement to be approved for issuance by the SEC as promptly as practicable. NSAQ shall also take any and all commercially reasonable actions required to satisfy the requirements of the SEC with respect thereto, Buyer shall provide Seller Parent with an opportunity to review and comment on such document or responseExchange Act.

Proxy Statement; Special Meeting. (a) Buyer shallAs soon as is reasonably practicable after receipt by Purchaser from the Company of all financial and other information relating to the Company as Purchaser may reasonably request for its preparation, Purchaser shall prepare proxy materials for the purpose of soliciting proxies from holders of Purchaser Stock to vote, at a meeting of holders of Purchaser Stock to be called and held for such purpose (the “Special Meeting”), in favor of (i) the approval of the transactions contemplated by this Agreement (the “Purchaser Stockholder Approval”), (ii) the change of the name of Purchaser to a name selected by Purchaser (the “Name Change Amendment”), (iii) an increase in the number of authorized shares of Company Stock to 200,000,000 and (iv) an adjournment of the Special Meeting if, at the time it is called to order, there are insufficient votes to obtain the Purchaser Stockholder Approval or the holders of forty percent (40%) or more of the shares of Purchaser Stock issued in Purchaser’s initial public offering of securities and outstanding immediately before the Closing shall have exercised their rights to convert their shares into a pro rata share of the Trust Fund in accordance with applicable Law and BuyerPurchaser’s Organizational Charter Documents: (i) prepare and file with . Such proxy materials shall be in the SEC no later than five (5) Business Days following the date form of this Agreement, a preliminary proxy statement relating to be used for the solicitation purpose of soliciting such proxies from the stockholders holders of Buyer Purchaser Stock for the Buyer Stockholder Approval and (A) respond promptly matters to any comments made by be acted upon at the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement Special Meeting (the “Proxy Statement”) to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder Approval). The Proxy Statement Company shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant use its reasonable efforts to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent shall furnish to Buyer Purchaser all information concerning Seller Parent and its Subsidiaries the Company as Buyer Purchaser may reasonably request in connection with the preparation of the Proxy Statement. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Buyer The Company and its counsel shall provide Seller Parent with be given an opportunity to review and comment on such document proxy materials, including amendments thereto, prior to their distribution to Purchaser’s stockholders and Purchaser will not distribute any documents containing information that the Company has reasonably determined is incorrect or responsemisleading and notified Purchaser in writing thereof.

Proxy Statement; Special Meeting. (a) Buyer shallAs soon as is reasonably practicable after receipt by Delcorp from the Company of all financial and other information relating to the Company as Delcorp may reasonably request for its preparation, in accordance Delcorp shall prepare with applicable Law the assistance of the Company, and Buyer’s Organizational Documents: (i) prepare and after the Company has given its consent to the form of the prospectus/proxy statement to be included therein, which such consent shall not be unreasonably withheld, file with the SEC no later than five (5) Business Days following under the date of this AgreementSecurities Act and the Exchange Act, and with all other applicable regulatory bodies, a preliminary proxy registration statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC on Form S-4 with respect to the preliminary proxy statement and cause a definitive proxy statement shares of Delcorp Common Stock to the issued in the Merger (the “Proxy Registration Statement”) ), which shall include proxy materials for the purpose of soliciting proxies from holders of Delcorp Common Stock to vote, at a meeting of holders of Delcorp Common Stock to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 called and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders held for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders such purpose (the “Special Meeting”), in favor of (i) the adoption of this Agreement and the approval of the Merger (“Delcorp Stockholder Approval”), (ii) amending and restating Delcorp’s certificate of incorporation, effective upon the Closing, to be duly calledsubstantially in the form of Exhibit B hereto, noticed providing for, among other things, (A) the change of the name of Delcorp to “Primoris Corporation;” (B) an increase in the number of authorized shares of Delcorp Common Stock to 60,000,000; (C) the existence of Delcorp to be perpetual; (D) and held the removal of the preamble and sections A through D, inclusive, thereof and the redesignation of section E of Article Seventh as Article Seventh (the “Charter Amendment”); (iii) the adoption of an Incentive Compensation Plan (the “Delcorp Plan”); and (iv) an adjournment proposal, if necessary, to adjourn the Special Meeting if, based on the tabulated vote count, Delcorp is not authorized to proceed with the Merger. The Delcorp Plan shall provide that an aggregate of no later less than 1,520,000 shares of Delcorp Common Stock shall be reserved for issuance pursuant to the twelfth (12th) day following Delcorp Plan. Such proxy materials shall be in the Mailing Date form of a prospectus/proxy statement to be used for the purpose of obtaining soliciting proxies from holders of Delcorp Common Stock for the Buyer Stockholder Approvalmatters to be acted upon at the Special Meeting and also for the purpose of issuing Delcorp Common Stock to holders of Company Common Stock in connection with the Merger (the “Proxy Statement/Prospectus”). The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent Company shall furnish to Buyer Delcorp all information concerning Seller Parent and its Subsidiaries the Company as Buyer Delcorp may reasonably request in connection with the preparation of the Proxy Registration Statement. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Buyer The Company and its counsel shall provide Seller Parent with be given an opportunity to review and comment on the preliminary Registration Statement prior to its filing with the SEC. Delcorp, with the assistance of the Company, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as practicable. Delcorp shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Delcorp shall use its reasonable best efforts to cause the shares of Delcorp Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Company Common Stock reside and in which such document registration or responsequalification is required and to take any other such actions that may be necessary to enable the Delcorp Common Stock to be issued pursuant to the Merger in each such jurisdiction.

Proxy Statement; Special Meeting. (a) Buyer shallAs soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as Parent may reasonably request for its preparation, in accordance with applicable Law and Buyer’s Organizational Documents: (i) Parent shall prepare and file with the SEC no later than five (5) Business Days following under the date of this AgreementExchange Act, and with all other applicable regulatory bodies, a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (the “Proxy Statement”) to be mailed used for the purpose of soliciting proxies from holders of Parent Common Stock to Buyer’s stockholders no later than the later vote in favor of (xi) the expiration adoption of this Agreement and the approval of the ten Blocker Mergers and the Merger, (10)-day period required ii) the change of the name of Parent (such name to be as directed by SEC Rule 14a-6 the Company) , (iii) an increase in the number of authorized shares of Parent Common Stock (such number to be as directed by the Company) and (yiv) if amendments to Parent’s Amended and Restated Certificate of Incorporation to be effective from and after the SEC advises Buyer Closing (A) to amend Article Sixth thereof so that it the existence of Parent shall be perpetual and to remove all SPAC-related provisions that will review the preliminary proxy statement, the day no longer be applicable to Parent following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) Closing and (B) solicit proxies from its stockholders for such other changes set forth in the Buyer Second Amended and Restated Certificate of Incorporation attached hereto as Exhibit D (the matters set forth in clauses (i) through (iv) being referred to herein as the “Parent Stockholder Approval Matters”), (v) the adoption of an omnibus equity incentive plan to be provided by the Company after the date hereof and approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed) (the “Parent Plan”), and (iivi) cause such other matters as mutually agreed upon between the Company and Parent at a special meeting of its stockholders holders of Parent Common Stock to be called and held for such purpose (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder Approval). The Proxy Statement Parent Plan shall include the recommendation provide that an aggregate number of shares of Parent Common Stock equal to five percent (5%) of the Board shares of Directors of Buyer that stockholders vote in favor Parent Common Stock outstanding upon consummation of the Closing shall be reserved for issuance of Buyer Common Stock pursuant to this Agreement and the FinancingParent Plan. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent Company shall furnish to Buyer Parent all information concerning Seller the Company as Parent and its Subsidiaries as Buyer may reasonably request in connection with the preparation of the Proxy Statement. Prior The Company and its counsel shall be given an opportunity to review, comment on and approve in writing the preliminary Proxy Statement prior to its filing with the SEC. Parent, with the assistance and written approval of the Company, shall promptly respond to any SEC comments on the Proxy Statement or mailing and shall otherwise use commercially reasonable efforts to cause the Proxy Statement (or to be approved by the SEC as promptly as practicable. Parent shall also take any amendment or supplement thereto) or responding and all actions required to any comments satisfy the requirements of the SEC with respect thereto, Buyer shall provide Seller Parent with an opportunity to review Securities Act and comment on such document or responsethe Exchange Act.

Proxy Statement; Special Meeting. (a) Buyer shallAs soon as is reasonably practicable after execution of this Agreement, in accordance with applicable Law and Buyer’s Organizational Documents: (i) Parent shall prepare and file with the SEC no later than five under the Securities Exchange Act of 1934 (5) Business Days following hereinafter referred to as the date “Exchange Act”), and with all other applicable regulatory bodies, proxy materials for the purpose of this Agreement, a preliminary proxy statement relating to the solicitation of soliciting proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly holders of Parent Common Stock to any comments made vote, at a meeting of the holders of Parent Common Stock to be called for such purpose (the “Stockholder Special Meeting”), in favor of, among other things, (i) the adoption of this Agreement and the approval of the Company Common Stock Purchase including without limitation approval of the issuance of the Asiana Shares and the repurchase of the Sponsor Shares (as hereinafter defined) at USD 0.0 per share and the cancellation of such shares on a date not later than the Closing Date, (ii) the change of the name of Parent to a name selected by the SEC Company, (iii) the election of directors of Parent, whose election shall be effective as of the Closing Date subject to terms and conditions set forth herein, (vi) other changes to Parent’s certificate of incorporation agreed by the parties hereto, including (1) changing corporate existence to perpetual; (2) incorporating the classification of directors that would result from the election of directors; (3) removing provisions that will no longer be applicable to Parent after the Company Common Stock Purchase; and (4) making certain other changes in terms, gender and number that are substantively immaterial; and (v) an adjournment proposal to adjourn the Stockholder Special Meeting if, based on the tabulated vote count, Parent is not authorized to proceed with respect the Company Common Stock Purchase and (B) holders of warrants to purchase Parent Common Stock(“Parent Warrants”) to vote, at a meeting of the preliminary holders of Parent Warrants to be called for such purpose (the “Warrantholder Special Meeting” and together with the Stockholder Special Meeting, collectively the “Special Meeting”), in favor of, among other things, (i) to amend the terms of the Warrant Agreement dated December 6, 2007, by and between Parent and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), covering the Parent Warrants to allow redemption of the Parent Warrants(the “Warrant Redemption”) as promptly as practicable after the Closing Date, and (ii) an adjournment proposal to adjourn the Warrantholder Special Meeting if, based on the tabulated vote count, Parent is not authorized to proceed with the Warrant Redemption. Such proxy materials shall be in the form of a proxy statement to be used for the purposes of soliciting proxies from holders of Parent Common Stock and cause a definitive proxy statement Parent Warrants for the matters to be acted upon at the Special Meeting (the “Proxy Statement”) to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder Approval). The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent Company shall furnish to Buyer Parent on a timely basis all information concerning Seller the Company (or any of its Subsidiaries) as Parent and its Subsidiaries as Buyer may reasonably request in connection with the preparation of the Proxy Statement. Prior Parent, with the assistance of the Company, shall promptly respond to filing any SEC comments on the Proxy Statement or mailing and shall otherwise use commercially reasonable efforts to cause the Proxy Statement to be approved for issuance by the SEC as promptly as practicable. Parent shall also take any and all commercially reasonable actions required to satisfy the requirements of the Exchange Act. The Parent hereby agrees to repurchase 2,203,298 outstanding shares of Parent Common Stock owned by the management of the Parent (“Sponsor Shares”) at the price of USD 0.0 per share and to cancel such shares on a date not later than the Closing Date. (“Parent Share Redemption”) The Parent hereby represents and warrants that the Parent shall effectuate the foregoing in a legally permitted way and shall indemnify the Company and Asiana for any damages incurred or to be incurred as a result of failure to effectuate the Parent’s obligations stated herein whether by reason of illegality or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Buyer shall provide Seller Parent with an opportunity to review and comment on such document or responseother reasons whatsoever.

Proxy Statement; Special Meeting. (a) Buyer shallAs soon as is reasonably practicable after the date hereof, Plastec shall deliver to GSME audited consolidated financial statements (including any related notes thereto) of Plastec for the Fiscal Year ended April 30, 2010 (the “2010 Audited Financial Statements”). As soon as is reasonably practicable after receipt by GSME from Plastec of all financial (including the 2010 Audited Financial Statements) and other information relating to Plastec as GSME may reasonably request for its preparation, GSME shall prepare proxy materials for the purpose of soliciting proxies from holders of GSME Shares to vote, at a meeting of holders of GSME Shares to be called and held for such purpose (the “Special Meeting”), in favor of (i) the approval of the Merger and the transactions contemplated by this Agreement (the “GSME Shareholder Approval”), (ii) the change of the name of GSME to a name mutually agreed upon by GSME and Plastec, (iii) an increase in the number of authorized ordinary GSME Shares to one hundred million (100,000,000) and (iv) an adjournment of the Special Meeting if, at the time it is called to order, there are insufficient votes to obtain GSME Shareholder Approval or the holders of eighty-one percent (81%) or more in interest of the GSME Shares issued in GSME’s IPO and outstanding immediately before the Closing shall have exercised their rights to convert their shares into a pro rata share of the Trust Fund in accordance with applicable Law and BuyerGSME’s Organizational Charter Documents: (i) prepare and file with . Such proxy materials shall be in the SEC no later than five (5) Business Days following the date form of this Agreement, a preliminary proxy statement relating to be used for the solicitation purpose of soliciting such proxies from the stockholders holders of Buyer GSME Shares for the Buyer Stockholder Approval and (A) respond promptly matters to any comments made by be acted upon at the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement Special Meeting (the “Proxy Statement”) to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder Approval). The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent Plastec shall furnish to Buyer GSME all information concerning Seller Parent and its Subsidiaries Plastec as Buyer GSME may reasonably request in connection with the preparation of the Proxy Statement. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Buyer Plastec and its counsel shall provide Seller Parent with an be given a reasonable opportunity to review and comment on such document proxy materials prior to their distribution to GSME’s shareholders and GSME will not distribute any documents containing information that Plastec has reasonably determined is incorrect or responsemisleading and notified GSME in writing thereof.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by the Buyer shallfrom the Company and the Acquired Companies of all financial and other information relating to the Company and the Acquired Companies as the Buyer may reasonably request for its preparation, in accordance with applicable Law and Buyer’s Organizational Documents: (i) the Buyer shall prepare and file with the SEC no later than five (5) Business Days following under the date of this AgreementExchange Act, and with all other applicable regulatory bodies, a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (the “Proxy Statement”) to be mailed used for the purpose of soliciting proxies from holders of Buyer Common Stock to vote in favor of (i) the adoption of this Agreement and the approval of the Contemplated Transactions, (ii) the election of eight members of the Buyer’s stockholders no later than board of directors, two of whom will be nominated by the later Buyer and six of whom will be nominated by the Company, and (xiii) the expiration approval and adoption of the ten (10)-day period required by SEC Rule 14a-6 Certificate of Second Amendment of the Amended and (y) if the SEC advises Buyer that it will review the preliminary proxy statementRestated Certificate of Incorporation, the day following the SEC staff’s clearance Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the preliminary proxy statement Buyer, in the forms attached hereto as Exhibit A, Exhibit B and Exhibit C, respectively, or in such other form as may be agreed between the Buyer and the Company (the matters set forth in clauses (i) through (iii) being referred to herein as the “Buyer Stockholder Matters”), (iv) the adoption of an omnibus equity incentive plan to be provided by the Company after the date hereof and approved by the Buyer (which approval will not be unreasonably withheld, conditioned or delayed) (the “Mailing DateNew Plan”), (v) adjournment of the Special Meeting (as defined below), if necessary to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals in clauses (i) through (iv) or any proposals included in the Proxy Statement pursuant to clause (vi) or, subject to the Company’s consent not to be unreasonably withheld, conditioned, or delayed, to continue to attempt to satisfy all Closing conditions, and (Bvi) solicit proxies from its stockholders for such other matters as mutually agreed upon by the Buyer Stockholder Approval and (ii) cause Parties, at a special meeting of its stockholders holders of Buyer Common Stock to be called and held for such purpose (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder Approval). The Proxy Statement New Plan shall include the recommendation provide that an aggregate number of the Board of Directors of Buyer that stockholders vote in favor of the issuance shares of Buyer Common Stock equal to 5 percent (5%) of the shares of Buyer Common Stock outstanding upon consummation of the Closing shall be reserved for issuance pursuant to this Agreement the New Plan. The Company and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent Acquired Companies shall furnish to the Buyer all information concerning Seller Parent the Company and its Subsidiaries the Acquired Companies as the Buyer may reasonably request in connection with the preparation of the Proxy Statement. Prior The Company and its counsel shall be given a reasonable opportunity to review, comment on and approve in writing the preliminary Proxy Statement prior to its filing with the SEC and any other amendments, supplements or documents filed with the SEC and the Buyer shall not file any documents with the SEC without the prior written consent of the Company and Midco, such consent not to be unreasonably withheld, conditioned or delayed. The Buyer shall consider the comments of the Company in good faith. The Buyer, with the assistance and written approval of the Company, shall promptly respond to any SEC comments on the Proxy Statement or mailing and shall otherwise use commercially reasonable efforts to cause the Proxy Statement to be approved by the SEC as promptly as practicable. The Buyer shall also take any and all actions required to satisfy the requirements of the Exchange Act. Each of the Buyer, the Company and the Acquired Companies shall make themselves available as reasonably requested to by the other party for meetings with existing or prospective investors in order to obtain approval of the Buyer Stockholder Matters. The Buyer will advise the Company, promptly after it receives notice thereof, of: (A) the time when the Proxy Statement has been filed; (B) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment or supplement theretoto the Proxy Statement; (E) or responding to any request by the SEC for amendment of the Proxy Statement; (F) any comments from the SEC relating to the Proxy Statement and responses thereto; (G) any communication with the Staff of the SEC with respect thereto, Buyer shall provide Seller Parent with an opportunity to review and comment on such document or response(H) requests by the SEC for additional information.

Proxy Statement; Special Meeting. (a) Buyer shallParent shall prepare and, in accordance with applicable Law as soon as is reasonably practicable after receipt by Parent from the Company of all financial and Buyer’s Organizational Documents: (i) prepare and other information relating to the Company as is necessary for its preparation, file with the SEC no later than five (5) Business Days following under the date of this AgreementExchange Act, a preliminary proxy statement relating to and with all other applicable regulatory bodies, the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (the “Proxy Statement”) /Prospectus to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date used for the purpose of obtaining soliciting proxies from holders of Parent Common Stock (the Buyer Stockholder Approval. The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders “Parent Stockholders”) to vote in favor of (i) the adoption of this Agreement and the approval of the Merger (the “Merger Proposal”), (ii) the election to the board of directors of Parent of the individuals identified on Schedule 5.2 of the Parent Schedule for the class of director set forth opposite the name of such individual (the “Director Proposal”); (iii) the approval of certain changes to Parent’s Charter Documents, to be effective from and after the Closing, including the change of the name of Parent to “Barkbox Inc.”, an increase in the number of authorized shares of Parent Common Stock to 500,000,000 and other mutually agreed upon changes to Parent’s capitalization structure and amendments to Article Sixth so that the existence of Parent shall be perpetual and to remove all SPAC-related provisions that will no longer be applicable to Parent following the Closing and such other amendments proposed by the Company that are reasonably acceptable to Parent (the “Charter Amendments Proposals”) and related non-binding advisory proposals in accordance with the requirements of the SEC, (iv) approval of the issuance of Buyer more than 20% of the issued and outstanding shares of the Parent Common Stock pursuant to this Agreement and the FinancingPIPE Investment, pursuant to NYSE requirements (the “Stock Issuance Proposal”), (v) the adoption of the Parent Plan and an employee stock purchase plan under Section 423 of the Code (the “ESPP”) (the “Plan Proposals”), and (vi) approval of any other proposals reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, including an adjournment proposal (together with the Merger Proposal, Director Proposal, Charter Amendments Proposals, the Stock Issuance Proposal and Plan Proposals, the “Stockholder Matters”) at a meeting of Parent Stockholders to be called and held for such purpose (the “Special Meeting”). Without the prior written consent of the Company, the Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent Stockholders at the Special Meeting. The Proxy Statement Parent Plan shall provide that not incorporate by reference any information from any less than 10% of the total number of shares of Parent Common Stock to be issued and outstanding after the Closing less the Excess Shares (or such other filing made with number of shares as Parent and the SECCompany may otherwise agree following the Agreement Date) shall be reserved for issuance pursuant to the Parent Plan which shall include a customary evergreen provision. Seller The ESPP shall provide that not less than 2% of the total number of shares of Parent Common Stock to be issued and outstanding after the Closing (or such other number of shares as Parent and the Company may otherwise agree following the date hereof) shall be reserved for issuance pursuant to the ESPP which shall include a customary evergreen provision. The Company shall furnish to Buyer Parent all information concerning Seller Parent and its Subsidiaries the Company as Buyer may reasonably request is necessary in connection with the preparation of the Proxy Statement/Prospectus and shall otherwise assist and cooperate with Parent as reasonably requested by Parent. Prior The Company and its counsel shall be given a reasonable opportunity to review, comment on and approve in writing the preliminary Proxy Statement/Prospectus prior to its filing with the SEC and any other amendments or documents filed with the SEC and Parent shall not file any documents with the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed. Parent shall also take all actions required to satisfy the requirements of the Securities Act and the Exchange Act. Parent and the Company each shall use their reasonable best efforts to (w) cause the Registration Statement, when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto, (x) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement/Prospectus, (y) cause the Registration Statement or mailing to be declared effective as promptly as practicable and (z) keep the Proxy Registration Statement (or any amendment or supplement thereto) or responding effective as long as is necessary to any comments of consummate the SEC with respect thereto, Buyer shall provide Seller Parent with an opportunity to review and comment on such document or responseMerger.

Proxy Statement; Special Meeting. (a) Buyer shallAs soon as is reasonably practicable after receipt by AETI from each Target Company of all financial and other information relating to such Target Company as AETI may reasonably request for its preparation, in accordance with applicable Law and Buyer’s Organizational Documents: (i) AETI shall prepare and file with the SEC no later than five (5) Business Days following under the date of this AgreementExchange Act, and with all other applicable regulatory bodies, a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (the “Proxy Statement”) to be mailed used for the purpose of soliciting proxies from holders of AETI Common Stock to Buyer’s stockholders no later than the later vote in favor of (xi) the expiration issuance of AETI Common Stock in connection with the ten Transactions (10)-day period required ii) an increase in the number of authorized shares of AETI Common Stock (such number to be as directed by SEC Rule 14a-6 the Target Companies) and (yiii) if amendments to AETI’s Amended and Restated Certificate of Incorporation to be effective from and after the SEC advises Buyer that it will review Closing (A) authorizing a reverse stock split of AETI Common Stock at a ratio in an amount sufficient to satisfy Nasdaq listing requirements in effect at such time to be determined by the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) AETI Board and Holdings and (B) solicit proxies from its stockholders for changing the Buyer Stockholder Approval name of AETI to Stabilis Energy, Inc., each as reflected in the amendments to the AETI Charter Documents attached hereto as Exhibits D-1 through D-3, and (iiiv) cause adjourning the Special Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting to approve the foregoing (the matters set forth in clauses (i) through (iv) being referred to herein as the “AETI Stockholder Matters”) at a special meeting of its stockholders holders of AETI Common Stock to be called and held for such purpose (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder Approval). The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent Each Target Company shall furnish to Buyer AETI all information concerning Seller Parent and its Subsidiaries such Target Company as Buyer AETI may reasonably request in connection with the preparation of the Proxy Statement. Prior All information furnished by each Target Company to AETI pursuant to this Section 8.1(a) shall be in the form and substance required by SEC Schedule 14A including risk factors of such Target Company’s business, management’s discussion and analysis of financial conditions and results of operation, selected financial information, proforma financial information, business, operations and properties, owners and management. Each Exchanging Owner, Target Company and its counsel shall be given an opportunity to review, comment on and approve the preliminary Proxy Statement prior to its filing with the SEC. AETI, with the assistance and written approval of each Target Company, shall promptly respond to any SEC comments on the Proxy Statement or mailing and shall otherwise use commercially reasonable efforts to cause the Proxy Statement (or to be approved by the SEC as promptly as practicable. AETI shall also take any amendment or supplement thereto) or responding and all actions required to any comments satisfy the requirements of the SEC with respect thereto, Buyer shall provide Seller Parent with an opportunity to review Securities Act and comment on such document or responsethe Exchange Act.

Proxy Statement; Special Meeting. (a) Buyer shallAs soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as Parent may reasonably request for its preparation, in accordance with applicable Law and Buyer’s Organizational Documents: (i) Parent shall prepare and file with the SEC no later than five under the Exchange Act, and with all other applicable regulatory bodies, proxy materials (5the "Proxy Statement") Business Days following for the date purpose of soliciting proxies from holders of Parent Common Stock to vote in favor of (i) the adoption of this AgreementAgreement and the approval of the Merger (“Parent Stockholder Approval”), (ii) the change of the name of Parent to a preliminary proxy statement relating name mutually acceptable to Parent and the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement Company (the “Proxy StatementName Change Amendment”), (iii) an increase in the number of authorized shares of Parent Common Stock to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement 55,000,000 (the “Mailing DateCapitalization Amendment”), (iv) an amendment to remove sections A through E, inclusive of Article VI from Parent’s Certificate of Incorporation from and after the Closing and to redesignate Article VII as Article VI and Article VIII as Article VII, respectively, (v) the approval and adoption of the issuance of options to purchase shares of Company Common Stock to Xxxxxx Xxxxx and Xxxx Xxxxxx pursuant to each of the Employment Agreements, and (Bvi) solicit proxies from its stockholders for the Buyer Stockholder Approval election as directors of Parent those persons listed in Schedule 6.1 and (ii) cause two more persons as chosen pursuant to Section 6.2 at a special meeting of its stockholders holders of Parent Common Stock to be called and held for such purpose (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder Approval). The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent Company shall furnish to Buyer Parent all information concerning Seller the Company as Parent and its Subsidiaries as Buyer may reasonably request in connection with the preparation of the Proxy Statement. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Buyer The Company and its counsel shall provide Seller Parent with be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use best efforts to cause the Proxy Statement to be approved for issuance by the SEC as promptly as practicable. Parent shall also take any and all such document actions to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to the Merger to be registered or responsequalified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Company Common Stock reside and to take any other such actions which may be necessary to enable the Parent Common Stock to be issued pursuant to the Merger in each such jurisdiction.

Proxy Statement; Special Meeting. As promptly as practicable following the execution of this Agreement, Acquiror agrees that this Agreement shall be submitted at a special meeting of its stockholders duly called and held pursuant to Section 251(c) of the DGCL (athe "Special Meeting") Buyer shallto consider and vote upon the approval of the Merger, in accordance with applicable Law and Buyer’s Organizational Documents: (i) the Acquiror shall promptly prepare and file with the SEC no later the Proxy Statement and all other filings relating to the Special Meeting as required by the Exchange Act and the rules and regulations of the SEC promulgated thereunder. Acquiror shall use all commercially reasonable efforts to solicit from its stockholders proxies to be voted at the Special Meeting in favor of this Agreement and the transactions contemplated hereby, including without limitation, the Merger, which solicitation shall include the recommendations of the Company's Board of Directors in favor of this Agreement, the Merger and such other transactions. Acquiror will provide the Company and its advisors drafts of the Proxy Statement and will provide the Company and its advisors a reasonable opportunity to participate in such drafting process. The Acquiror will notify the Company promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information, and will supply the Company and its legal counsel with copies of all correspondence between the Acquiror or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. The term "Proxy Statement" shall mean such proxy statement at the time it initially is mailed to the stockholders of Acquiror and all duly filed amendments or revisions made thereto, if any, similarly mailed. 7.2 Conduct of the Business of the Company Prior to the Effective Time. The Company and the Stockholders agree that prior to the Effective Time, except as set forth on Schedule 7.2, otherwise consented to or approved in writing by the Acquiror or expressly permitted by this Agreement: (a) the business of the Company and the Subsidiaries shall be conducted only in the ordinary course and consistent with past practice; (b) each of the Company and each Subsidiary shall not (i) amend its Certificate of Incorporation or Bylaws, (ii) change the number of authorized, issued or outstanding shares of its capital stock, except upon the exercise of stock options or warrants outstanding on the date hereof, (iii) declare, set aside or pay any dividend or other distribution or payment in cash, stock or property in respect of shares of its capital stock, (iv) make any direct or indirect redemption, retirement, purchase or other acquisition of any of its capital stock or (v) split, combine or reclassify its outstanding shares of capital stock; (c) neither the Company nor any Subsidiary shall, directly or indirectly, (i) issue, grant, sell or pledge or agree or propose to issue, grant, sell or pledge any shares of, or rights of any kind to acquire any shares of the capital stock of the Company or any Subsidiary, except that the Company may issue shares of Common Stock upon the exercise of stock options or warrants outstanding on the date hereof, (ii) incur any material indebtedness for borrowed money, except material indebtedness for borrowed money incurred under credit facilities existing as of the date hereof, (iii) waive, release, grant or transfer any rights of material value 21 22 or (iv) transfer, lease, license, sell, mortgage, pledge, dispose of or encumber any material assets of the Company or any Subsidiary other than five in the ordinary course of business and consistent with past practice; (5d) Business Days following the Company and the Subsidiaries shall preserve intact the business organization of the Company and the Subsidiaries, use their respective best efforts to keep available the services of its operating personnel and use their respective best efforts to preserve the goodwill of those having business relationships with each of them, including, without limitation, the Large Distributors; (e) neither the Company nor any Subsidiary will, directly or indirectly, (i) increase the compensation payable or to become payable by it to any of its employees, officers or directors, except in accordance with employment agreements, welfare and benefit plans set forth on Schedule 6.10, (ii) adopt additional, or make any payment or provision, other than as required by existing plans or agreements, including provisions and actions under existing stock option plans in connection with the Merger, in the ordinary course of business and consistent with prior practice, with respect to any stock option, bonus, profit sharing, pension, retirement, deferred compensation, employment or other payment or employee compensation plan, agreement or arrangement for the benefit of employees of the Company or any Subsidiary, (iii) grant any stock options or stock appreciation rights or issue any warrants, (iv) enter into or amend any employment or severance agreement or arrangement or (v) make any loan or advance to, or enter into any written contract, lease or commitment with, any officer or director of the Company or its Subsidiary or any Stockholder; (f) neither the Company nor any Subsidiary shall, directly or indirectly, assume, guarantee, endorse or otherwise become responsible for the obligations of any other individual, firm or corporation other than a Subsidiary or make any loans or advances to any individual, firm or corporation except in the ordinary course of its business and consistent with past practices; (g) neither the Company nor any Subsidiary shall make any investment of a capital nature either by purchase of stock or securities, contributions to capital, property transfers, acquisition or financing of equipment or any other assets or otherwise by the purchase of any property or assets of any other individual, firm or corporation, except with respect to capital expenditures incurred in the ordinary course of business under Material Contracts in place on the date of this Agreement; (h) neither the Company nor any Subsidiary shall enter into, modify or amend in any material respect or take any action to terminate their respective Material Contracts, except in the ordinary course of business; (i) neither the Company nor any Subsidiary shall take any action, other than reasonable and usual actions in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures, except for changes required by GAAP; (j) neither the Company nor any Subsidiary shall settle or compromise any material federal, state, local or foreign income or excise tax proceeding or audit; (k) the Company and the Subsidiaries will promptly advise the Acquiror in writing of any Company Material Adverse Effect or any breach of the Company's representations or warranties, or any material breach of a preliminary proxy statement relating to covenant contained herein of which the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval Company or any Subsidiary has knowledge; and (Al) respond promptly neither the Company nor any Subsidiary shall enter into any agreement, commitment or arrangement to do any comments made of the things described in clauses (a) through (k). From time to time, at the request of Acquiror, representatives of the Company shall be available to meet with the chief executive officer or chief financial officer of the Acquiror to discuss the Company and all ongoing operational issues and matters and to provide such periodic financial information and data as may be requested by the SEC Acquiror. Following the execution of this Agreement, the Company and Acquiror shall commence negotiations with respect to the preliminary proxy statement terms and cause conditions of a definitive proxy statement (the “Proxy Statement”) route management agreement to be mailed entered into between such parties prior to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Closing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder Approval. The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent shall furnish to Buyer all information concerning Seller Parent and its Subsidiaries as Buyer may reasonably request in connection with the preparation of the Proxy Statement. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Buyer shall provide Seller Parent with an opportunity to review and comment on such document or response.7.3

Proxy Statement; Special Meeting. (a) Buyer shallAs soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as Parent may reasonably request for its preparation, in accordance with applicable Law and Buyer’s Organizational Documents: (i) Parent shall prepare and file with the SEC no later than five under the Exchange Act, and with all other applicable regulatory bodies, proxy materials for the purpose of soliciting proxies from holders of Parent Common Stock to vote in favor of (5i) Business Days following the date adoption of this AgreementAgreement and the approval of the Merger (“Parent Stockholder Approval”), (ii) the change of the name of Parent to a preliminary name selected by the Company (the “Name Change Amendment”), (iii) an increase in the number of authorized shares of Parent Common Stock to 75,000,000 (the “Capitalization Amendment”), (iv) an amendment to remove the preamble and sections A through D, inclusive of Article Sixth from Parent’s Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth, and (v) the adoption of an Incentive Stock Option Plan (the “Parent Plan”) at a meeting of holders of Parent Common Stock to be called and held for such purpose (the “Special Meeting”). The Parent Plan shall provide that an aggregate of 2,850,000 shares of Parent Common Stock (or such higher number of shares as shall be agreed to by Parent and the Company) shall be reserved for issuance pursuant to the Parent Plan. Such proxy materials shall be in the form of a proxy statement relating to be used for the solicitation purpose of soliciting such proxies from the stockholders holders of Buyer Parent Common Stock and also for the Buyer Stockholder Approval and (A) respond promptly purpose of issuing the Parent Common Stock to any comments made by holders of Company Capital Stock in connection with the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement Merger (the “Proxy Statement”) to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder Approval). The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent Company shall furnish to Buyer Parent all information concerning Seller the Company as Parent and its Subsidiaries as Buyer may reasonably request in connection with the preparation of the Proxy Statement. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Buyer The Company and its counsel shall provide Seller Parent with be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use reasonable best efforts to cause the Proxy Statement to be declared effective by the SEC as promptly as practicable. Parent shall also take any and all such document actions to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to the Merger to be registered or responsequalified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Company Capital Stock and Notes reside and to take any other such actions that may be necessary to enable the Parent Common Stock to be issued pursuant to the Merger in each such jurisdiction.

Proxy Statement; Special Meeting. (a) Buyer shallAs soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as is necessary for its preparation (including the Updated Audited Financial Statements), in accordance with applicable Law and Buyer’s Organizational Documents: (i) Parent shall prepare and file with the SEC no later than five (5) Business Days following under the date Exchange Act, and with all other applicable regulatory bodies, the Proxy Statement/Prospectus to be used for the purpose of this Agreement, a preliminary proxy statement relating to the solicitation of soliciting proxies from the stockholders holders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement Parent Common Stock (the “Proxy StatementParent Stockholders”) to be mailed to Buyer’s stockholders no later than the later vote in favor of (xi) the expiration adoption of this Agreement and the approval of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement Merger (the “Mailing DateMerger Proposal”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and ), (ii) cause the election to the board of directors of Parent of the individuals identified on Schedule 5.2 of the Parent Schedule for the class of director set forth opposite the name of such individual (the “Director Proposal”); (iii) the approval of certain changes to Parent’s Charter Documents, to be effective from and after the Closing, including the change of the name of Parent to a special name to be mutually agreed by the parties hereto, an increase in the number of authorized shares of Parent Common Stock to 350,000,000 and other mutually agreed upon changes to Parent’s capitalization structure and amendments to Article Sixth so that the existence of Parent shall be perpetual and to remove all SPAC-related provisions that will no longer be applicable to Parent following the Closing and such other amendments proposed by the Company that are reasonably acceptable to Parent (the “Charter Amendments Proposals”), (iv) the adoption of the Parent Plan, (v) approval of the PIPE Investment and (vi) approval of any other proposals reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (together with the Merger Proposal, Director Proposal, Charter Amendments Proposals and Plan Proposal, the “Stockholder Matters”) at a meeting of its stockholders Parent Stockholders to be called and held for such purpose (the “Special Meeting”). Without the prior written consent of the Company, the Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be duly called, noticed acted on by the Parent Stockholders at the Special Meeting. The Parent Plan shall provide that not less than 10% of the total number of shares of Parent Common Stock to be issued and held no later than outstanding after the twelfth Closing (12th) day or such other number of shares as Parent and the Company may otherwise agree following the Mailing Date date hereof) shall be reserved for issuance pursuant to the purpose of obtaining the Buyer Stockholder ApprovalParent Plan. The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent Company shall furnish to Buyer Parent all information concerning Seller Parent and its Subsidiaries the Company as Buyer may reasonably request is necessary in connection with the preparation of the Proxy Statement/Prospectus and shall otherwise assist and cooperate with Parent as reasonably requested by Parent. Prior Parent shall also take all actions required to filing satisfy the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments requirements of the SEC with respect thereto, Buyer shall provide Seller Parent with an opportunity to review Securities Act and comment on such document or responsethe Exchange Act.

Proxy Statement; Special Meeting. (a) Buyer shallPurchaser shall promptly after the execution hereof commence to prepare and, in accordance with applicable Law as soon as is reasonably practicable after receipt by Purchaser from Seller of all financial and Buyer’s Organizational Documents: (i) prepare other information relating to Seller as Purchaser may reasonably request for inclusion therein, Purchaser shall complete and file with the SEC no later than five (5) Business Days following under the date of this AgreementExchange Act, a preliminary and with all other applicable regulatory bodies, proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date materials for the purpose of obtaining the Buyer Stockholder Approval. The Proxy Statement shall include the recommendation soliciting proxies from holders of the Board of Directors of Buyer that stockholders Purchaser Common Stock to vote in favor of (i) the issuance approval of Buyer Common Stock pursuant to this Agreement and the FinancingAcquisition ("Purchaser Stockholder Approval"), (ii) the change of the name of Purchaser to a name selected by Purchaser (the "Name Change Amendment"), (iii) an amendment to remove the preamble and sections A through D, inclusive of Article Sixth from Purchaser's Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth, and (iv) the adoption of an incentive equity plan (the "Purchaser Plan") at a meeting of holders of Purchaser Common Stock to be called and held for such purpose (the "Special Meeting"). The Purchaser Plan shall provide that an aggregate of 1,650,000 shares of Purchaser Common Stock shall be reserved for issuance pursuant to the Purchaser Plan. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Purchaser Common Stock for the matters to be acted upon at the Special Meeting (the "Proxy Statement shall not incorporate by reference any information from any other filing made with the SECStatement"). Seller Parent shall furnish to Buyer Purchaser all information in its possession or control concerning Seller Parent and its Subsidiaries as Buyer Purchaser may reasonably request in connection with the preparation of the Proxy Statement. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Buyer Seller and its counsel shall provide Seller Parent with be given an opportunity to review and comment on such document or responsethe Proxy Statement prior to its filing with the SEC. Purchaser, with the assistance of Seller, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use reasonable best efforts to cause the Proxy Statement to be approved for distribution by the SEC as promptly as practicable.

Proxy Statement; Special Meeting. (a) Buyer shallAs soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as Parent may reasonably request for its preparation, in accordance Parent shall prepare proxy materials, with applicable Law and Buyer’s Organizational Documents: (i) prepare the assistance of the Company and file with the SEC no later than five (5) Business Days following under the date Exchange Act, and with all other applicable regulatory bodies, for the purpose of this Agreement, a preliminary proxy statement relating to the solicitation of soliciting proxies from holders of Parent Ordinary Shares to vote, at a meeting of holders of Parent Ordinary Shares to be called and held for such purpose (the stockholders “Special Meeting”), in favor of Buyer for the Buyer Stockholder Approval and (A) respond promptly the adoption of this Agreement and the approval of the Merger (“Parent Shareholder Approval”), (B) amending and restating Parent’s Memorandum and Articles of Association, effective upon the Closing, to any comments be substantially in the form of Exhibit A annexed hereto, providing for, among other things, (I) the change of the name of Parent to “Tecnoglass Inc.;” (II) the existence of Parent to be perpetual; and (III) the removal of various provisions no longer applicable to Parent following consummation of the transactions contemplated herein (the “Charter Amendment”); (C) the adoption of an option plan (the “Parent Plan”); (D) the election to the board of directors of Parent of the individuals identified in the Proxy Statement; (E) the approval of the convertibility of outstanding promissory notes issued to Parent’s Affiliates in connection with loans made by such Affiliates to Parent to satisfy its working capital needs into Parent Warrants; (F) any other proposals Parent and the SEC Company deem necessary or desirable to effectuate the transactions contemplated herein; and (G) an adjournment proposal, if necessary, to adjourn the Special Meeting if, based on the tabulated vote count, Parent is not authorized to proceed with respect to the preliminary Merger. Such proxy materials shall be in the form of a proxy statement and cause a definitive proxy statement to be used for the purposes of soliciting such proxies from holders of Parent Ordinary Shares for the matters to be acted upon at the Special Meeting (the “Proxy Statement”) ). Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use reasonable best efforts to cause the Proxy Statement to be mailed approved by the SEC for mailing to Buyer’s stockholders no later than the later holders of (x) Parent Ordinary Shares as promptly as practicable. Parent will advise the expiration Company promptly after it receives notice thereof, of the ten (10)-day period required time when the Proxy Statement has been approved by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statementor any supplement or amendment has been filed, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder Approval. The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of or the issuance of Buyer Common Stock pursuant to this Agreement and any stop order, or of any request by the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent shall furnish to Buyer all information concerning Seller Parent and its Subsidiaries as Buyer may reasonably request in connection with the preparation SEC for amendment of the Proxy Statement. Prior to filing the Proxy Statement or mailing the Proxy Statement (comments thereon and responses thereto or any amendment or supplement thereto) or responding to any comments of requests by the SEC with respect thereto, Buyer shall provide Seller Parent with an opportunity to review and comment on such document or responsefor additional information.

Proxy Statement; Special Meeting. (a) Buyer shallAs soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as is necessary for its preparation (including the Updated Financial Statements), in accordance with applicable Law and Buyer’s Organizational Documents: (i) Parent shall prepare and file with the SEC no later than five (5) Business Days following under the date of this AgreementExchange Act, a preliminary proxy statement relating to and with all other applicable regulatory bodies, the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (the “Proxy Statement”) /Prospectus to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date used for the purpose of obtaining soliciting proxies from holders of Parent Common Stock (the Buyer Stockholder Approval. The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders “Parent Stockholders”) to vote in favor of (A) the adoption of this Agreement and the approval of the Mergers (the “Merger Proposal”), (B) the election to the board of directors of Parent of the individuals identified on Schedule 5.2 of the Parent Schedule for the class of director set forth opposite the name of each such individual (the “Director Proposal”); (C) the approval of certain changes to Parent’s Charter Documents, to be effective from and after the Closing, including the change of the name of Parent to a name to be mutually agreed by the parties hereto, an increase in the number of authorized shares of Parent Common Stock to a number to be mutually agreed by the parties hereto (which shall not be less than 1,000,000,000) and other mutually agreed upon changes to Parent’s capitalization structure and amendments to Article Sixth so that the existence of Parent shall be perpetual and to remove all SPAC-related provisions that will no longer be applicable to Parent following the Closing and such other amendments proposed by the Company that are reasonably acceptable to Parent (the “Charter Amendments Proposals”), (D) the approval and adoption of the Parent Plan, (E) approval of the issuance of Buyer more than 20% of the issued and outstanding shares of the Parent Common Stock pursuant to this Agreement and the FinancingPIPE Investment, (F) the adjournment of the stockholder meeting to a later date or dates if it is determined by Parent and the Company that additional time is necessary to consummate the transactions contemplated hereby for any reason, and (G) approval of any other proposals reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (together with the Merger Proposal, Director Proposal, Charter Amendments Proposals and Plan Proposal, the “Stockholder Matters”) at a meeting of Parent Stockholders to be called and held for such purpose (the “Special Meeting”), and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement/Prospectus will be included. Without the prior written consent of the Company, the Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent Stockholders at the Special Meeting. The Proxy Statement Parent Plan shall not incorporate by reference any information from any provide that 10% of the total number of shares of Parent Common Stock to be issued and outstanding after the Closing (or such other filing made with number of shares as Parent and the SECCompany may otherwise agree following the date hereof) shall be reserved for issuance pursuant to the Parent Plan, plus an “evergreen” feature as to be mutually agreed upon between the Company and Parent. Seller Parent The Company shall furnish to Buyer Parent all information concerning Seller Parent and its Subsidiaries the Company as Buyer may reasonably request is necessary in connection with the preparation of the Proxy Statement/Prospectus and shall otherwise assist and cooperate with Parent as reasonably requested by Parent. Prior The Company and its counsel shall be given a reasonable opportunity to review, comment on and approve in writing (which approval may be by e-mail) the preliminary Proxy Statement/Prospectus prior to its filing with the SEC and any other amendments or documents filed with the SEC, and Parent shall not file any documents with the SEC referencing, relating to or containing any Company information without the prior written consent (including by e-mail) of the Company, such consent not to be unreasonably withheld, conditioned or delayed. Each of Parent and the Company shall use its commercially reasonable efforts to (w) cause the Form S-4, when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto, (x) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or mailing Statement/Prospectus, (y) cause the Proxy Statement Form S-4 to be declared effective as promptly as practicable and (or any amendment or supplement theretoz) or responding keep the Form S-4 effective as long as is necessary to any comments consummate the Mergers. Parent shall also take all actions required to satisfy the requirements of the SEC Securities Act and the Exchange Act. The Company and Parent shall each pay fifty percent (50%) of (1) the filing fees associated with respect theretothe Form S-4, Buyer shall provide Seller Parent with an opportunity (2) all compensation, fees and expenses due and payable to review ICR, LLC under that certain Consulting Agreement, dated as of February 5, 2021, by and comment on such document or responsebetween ICR, LLC and the Company, and (3) all compensation, fees and expenses due and payable to Gasthalter & Co. LP under that certain letter agreement, dated as of February 5, 2021, by and between Gasthalter & Co. LP and the Company.

Proxy Statement; Special Meeting. (a) Buyer shallAs soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as Parent may reasonably request for its preparation, in accordance with applicable Law and Buyer’s Organizational Documents: (i) Parent shall prepare and file with the SEC no later than five (5) Business Days following the date of this Agreement, a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date materials for the purpose of obtaining the Buyer Stockholder Approval. The Proxy Statement shall include the recommendation soliciting proxies from holders of the Board of Directors of Buyer that stockholders Parent Common Stock to vote in favor of (i) the issuance adoption of Buyer Common Stock pursuant to this Agreement and the Financingapproval of the Merger ("Parent Stockholder Approval"), (ii) the change of the name of Parent to a name selected mutually by Parent and the Company (the "Name Change Amendment"), (iii) an increase in the number of authorized shares of Parent Common Stock to 60,000,000 (the "Capitalization Amendment"), (iv) an amendment to remove the preamble and sections A through D, inclusive of Article Sixth from Parent's Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth, and (v) the adoption of an Equity Incentive Plan (the "Parent Plan") at a meeting of holders of Parent Common Stock to be called and held for such purpose (the "Special Meeting"). The Proxy Statement Parent Plan shall provide that an aggregate of 2,750,000 shares of Parent Common Stock shall be authorized and reserved for issuance pursuant to the Parent Plan and shall also provide that, at any time, the cumulative number of shares of Parent Common Stock subject to awards granted and outstanding thereunder shall not incorporate by reference any information exceed 10% of the number of shares of Parent Common Stock then outstanding. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting proxies from any other filing made with holders of Parent Common Stock for the SECmatters to be acted upon at the Special Meeting (the "Proxy Statement"). Seller Parent The Company shall furnish to Buyer Parent all information concerning Seller the Company as Parent and its Subsidiaries as Buyer may reasonably request in connection with the preparation of the Proxy Statement. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Buyer The Company and its counsel shall provide Seller Parent with be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use reasonable best efforts to cause the Proxy Statement to be approved for distribution by the SEC as promptly as practicable. Parent shall also take any and all such document actions required to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to the Merger to be registered or responsequalified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Company Common Stock reside and to take any other such actions that may be necessary to enable the Parent Common Stock to be issued pursuant to the Merger in each such jurisdiction.

Proxy Statement; Special Meeting. (a) Buyer shallAs soon as is reasonably practicable after the date hereof, GSME shall prepare proxy materials for the purpose of soliciting proxies from holders of GSME Shares to vote, at a meeting of holders of GSME Shares to be called and held for such purpose (the “Special Meeting”), in favor of (i) the approval of the Merger and the transactions contemplated by this Agreement (the “GSME Shareholder Approval”), (ii) the change of the name of GSME to “Plastec Technologies, Ltd.”, (iii) an increase in the number of authorized ordinary GSME Shares to one hundred million (100,000,000), (iv) an adjournment of the Special Meeting if, at the time it is called to order, there are insufficient votes to obtain GSME Shareholder Approval or the holders of eighty-one percent (81%) or more in interest of the GSME Shares issued in GSME’s IPO and outstanding immediately before the Closing shall have exercised their rights to convert their shares into a pro rata share of the Trust Fund in accordance with applicable Law GSME’s Charter Documents and Buyer’s Organizational Documents: (iv) prepare and file with such other matters necessary for the SEC no later than five (5) Business Days following consummation of the date transactions contemplated hereby. Such proxy materials shall be in the form of this Agreement, a preliminary proxy statement relating to be used for the solicitation purpose of soliciting such proxies from the stockholders holders of Buyer GSME Shares for the Buyer Stockholder Approval and (A) respond promptly matters to any comments made by be acted upon at the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement Special Meeting (the “Proxy Statement”) to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder Approval). The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent Plastec shall furnish to Buyer GSME all information concerning Seller Parent and its Subsidiaries Plastec as Buyer GSME may reasonably request in connection with the preparation of the Proxy Statement. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Buyer Plastec and its counsel shall provide Seller Parent with an be given a reasonable opportunity to review and comment on such document proxy materials prior to their distribution to GSME’s shareholders and GSME will not distribute any documents containing information that Plastec has reasonably determined is incorrect or responsemisleading and notified GSME in writing thereof.

Proxy Statement; Special Meeting. (a) Buyer shallAs soon as is reasonably practicable after receipt by Parent from the Company and Noble of all financial and other information relating to the Company and Noble as Parent may reasonably request for its preparation, in accordance with applicable Law and Buyer’s Organizational Documents: (i) Parent shall prepare and file with the SEC no later than five (5) Business Days following under the date of this AgreementExchange Act, and with all other applicable regulatory bodies, a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (the “Proxy Statement”) to be mailed used for the purpose of soliciting proxies from holders of Parent Common Stock to Buyer’s stockholders no later than the later vote in favor of (xi) the expiration adoption of this Agreement and the approval of the ten Transaction Merger, (10)-day period required by SEC Rule 14a-6 ii) the change of the name of Parent to “Allied Esports Entertainment, Inc.”, (iii) an increase in the number of authorized shares of Parent Common Stock to a number mutually agreeable to Parent and the Company, (yiv) if amendments to Parent’s Certificate of Incorporation to be effective from and after the SEC advises Buyer Closing to amend Article Sixth thereof so that it the existence of Parent shall be perpetual and to remove all SPAC-related provisions that will review the preliminary proxy statement, the day no longer be applicable to Parent following the SEC staff’s clearance Closing, (v) the election to the board of directors of Parent of the preliminary proxy statement individuals identified on Schedule 6.3 (the matters set forth in clauses (i) through (v) being referred to herein as the “Parent Stockholder Matters”), (vi) the adoption of an incentive stock option plan (the “Mailing DateParent Plan”) ), and (Bvii) solicit proxies from its stockholders for such other matters as mutually agreed upon between the Buyer Stockholder Approval Company and (ii) cause Parent at a special meeting of its stockholders holders of Parent Common Stock to be called and held for such purpose (the “Special Meeting”). The Parent Plan shall provide that an aggregate of fifteen percent (15%) of the shares of Parent Common Stock to be duly called, noticed and held no later than outstanding at Closing shall be reserved for issuance pursuant to the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder ApprovalParent Plan. The Proxy Statement Company and Noble shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent shall each furnish to Buyer Parent all information concerning Seller the Company and/or Noble as Parent and its Subsidiaries as Buyer may reasonably request in connection with the preparation of the Proxy Statement. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Buyer The Company and its counsel and Noble and its counsel shall provide Seller Parent with be given an opportunity to review and comment on such document or responsethe preliminary Proxy Statement prior to its filing with the SEC, and any SEC comments on the Proxy Statement received by Parent after the initial filing of the Proxy Statement. Parent, with the assistance of the Company and Noble, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable best efforts to cause the Proxy Statement to be approved by the SEC as promptly as practicable. Parent shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Act.

Proxy Statement; Special Meeting. As promptly as practicable following the Closing Date, and in any event within ten (a10) Buyer shallBusiness Days of the Closing Date, in accordance with applicable Law and Buyer’s Organizational Documents: (i) the Company shall prepare and file with the SEC no later than five U.S. Securities and Exchange Commission (5the “SEC”) Business Days following the date of this Agreement, a preliminary form of proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) of shareholders of the Company (as so amended and together with any other amendments thereof or supplements thereto, the “Proxy Statement”) at which shareholders shall be asked to be duly calledapprove the Amendment. Notwithstanding the foregoing, noticed the Company shall provide the Investors with a reasonable opportunity to review and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder Approval. The comment on such Proxy Statement, and such Proxy Statement shall include be in a form reasonably acceptable to the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant Investors prior to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other its filing made with the SEC. Seller Parent The Company will use reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after confirmation from the SEC that it has no further comments on the Proxy Statement (or that the Proxy Statement is otherwise not to be reviewed by the SEC or no notice of review is received within 10 days of filing the preliminary Proxy Statement, and in either event such mailing shall furnish occur as soon as practicable following the 10th day following the date of filing of the preliminary Proxy Statement). Except with respect to Buyer the Information with respect to the Investors to be provided to the Company expressly for inclusion in the Proxy Statement as provided for below, the Company will cause the information included in the Proxy Statement, at the time of the mailing or filing with the SEC of the Proxy Statement or any amendments or supplements thereto, and at the time of the Special Meeting, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Investor shall provide to the Company all information concerning Seller Parent and its Subsidiaries such Investor as Buyer may be reasonably request requested by the Company in connection with the preparation of the Proxy Statement and shall otherwise reasonably assist and cooperate with the Company in the preparation of the Proxy Statement and resolution of comments of the SEC or its staff related thereto; provided that the Company shall give the Investor a reasonable opportunity to review revised drafts of the Proxy Statement and related filings and draft responses to the SEC and its staff related to the resolution of such comments and shall consider in good faith comments proposed by the Investors for incorporation in such drafts, correspondence and filings; provided, further, to the extent the disclosure in such revised drafts of the Proxy Statement and related filings or such responses to the SEC and its staff relate to the Investors, the Company shall include in such drafts, correspondence and filings all comments reasonably proposed by the Investors. Each Investor will use reasonable best efforts to cause the information supplied by it expressly for inclusion in the Proxy Statement. Prior to filing , at the time of the mailing of the Proxy Statement or mailing any amendments or supplements thereto, and at the time of the Special Meeting, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no representation or warranty shall be made by such Investor with respect to any information included or incorporated by reference in the Proxy Statement, other than the information supplied by such Investor expressly for inclusion or incorporation by reference in the Proxy Statement. The Company shall mail to the holders of Common Stock determined as of the record date established for the Special Meeting a Proxy Statement (the date the Company elects to take such action or any amendment or supplement thereto) or responding is required to any comments of take such action, the SEC with respect thereto, Buyer shall provide Seller Parent with an opportunity to review and comment on such document or response“Proxy Date”).

Proxy Statement; Special Meeting. (a) Buyer shall, in accordance with applicable Law and Buyer’s Organizational Documents: (i) prepare and file with the SEC no later than five (5) Business Days following As promptly as practicable after the date of this Agreement, the Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement for the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the solicitation Merger and this Agreement in preliminary form as required by the Securities Exchange Act of proxies from 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and shall use all reasonable efforts to have the Proxy Statement cleared by the SEC; provided, that Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. Subject to Section 5.2(d), the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that stockholders of Buyer for the Buyer Stockholder Approval Company vote in favor of the adoption of this Agreement and (A) approval of the Merger in accordance with the DGCL. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Merger Sub, respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder Approval. The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent shall furnish to Buyer all information concerning Seller Parent and its Subsidiaries as Buyer may reasonably request in connection with the preparation of the Proxy Statement. Prior The Company shall provide Parent, Merger Sub and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to filing time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or mailing the Proxy Statement (or any amendment or supplement oral responses thereto) or responding to any comments of the SEC with respect thereto. Parent, Buyer Merger Sub and their counsel shall provide Seller Parent with an be given a reasonable opportunity to review and comment on any such document written responses and the Company shall give due consideration to all reasonable additions, deletions or responsechanges suggested thereto by Parent, Merger Sub and their counsel. Prior to and during the Special Meeting, the Company, on the one hand, and Parent and Merger Sub, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law. The Company further agrees to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.6(b), mailed to holders of Shares, in each case as and to the extent required by the Exchange Act or the SEC (or its staff).